Terms & Conditions

General Affiliate Agreement

This agreement (the "Agreement") contains the complete terms and conditions between Virtual Marketing Services (Gibraltar) Limited (the "Company", "we", "us" or "our"), and you ("Affiliate", "you" or "your"), regarding: (i) your application to participate as an affiliate in the Company's affiliate marketing scheme (the "Uffiliates Scheme"); and (ii) your participation in the Uffiliates Scheme and provision of the marketing services in respect of the Sites.

By marking the "I have read and agree to the terms and conditions" box (or similar wording) you accept the terms and conditions of this Agreement.

1. 1 Definitions and Interpretation

   1. 1.1 In this Agreement (except where the context otherwise requires) capitalised words and expressions shall have the meanings set out below:
      1. (i) "Affiliate Websites" means any website (including any device specific versions of such website) or application owned and/or operated by you or on your behalf and which you identify in your Application and any other marketing methods, which the Company approves for use in the Uffiliate Scheme;
      2. (ii) "Applicable Laws" means all applicable laws, directives, regulations, rules, mandatory codes of practice and/or conduct, judgments, judicial orders, ordinances and decrees imposed by law or any competent governmental or regulatory authority or agency;
      3. (iii) "Application" has the meaning given in clause 2.1;
      4. (iv) "Commission" has the meaning given in clause 5.1;
      5. (v) "Confidential Information" means all information in whatever form (including without limitation written, oral, visual and electronic) which has been or may be disclosed, before on and/or after the date of this Agreement by the Company or any Group Company;;
      6. (vi) "Gross Revenue" has the meaning given in clause ‎5.2;
      7. (vii) "Group Company" or "Group Companies" means any entity directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise;
      8. (viii) "Intellectual Property Rights" means any and all copyright and related rights, designs, trade marks, trade names, internet domain names, insignia, service marks, patents, database rights, inventions and discoveries and all other intellectual and industrial property rights of a similar or corresponding nature in any of the relevant territories, in each case whether registered or unregistered, and including the right to apply for and all applications for any of the foregoing together with all statutory, equitable and common law rights attaching thereto in any applicable territories, including the right to sue for damages (and retain such damages) and all other legal and equitable remedies in respect of any infringement or misuse of any of such intellectual and industrial property or rights of a similar nature;
      9. (ix) "Lead" has the meaning given in clause 4.1(as applicable);
      10. (x) "Licensed Materials" has the meaning given in clause 6.1;
      11. (xi) "Links" has the meaning given in clause 3.1;
      12. (xii) "Money Player" has the meaning given in clause 4.3(as applicable);
      13. (xiii) "Regulator" means any governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) the Company or Group Companies from time to time;
      14. (xiv)"Prohibited Practices" has the meaning given in clause ‎7.5
      15. (xv) "Sites" means the websites (including any device specific versions of such websites) and applications owned and/or operated by the Company or any of the Group Companies as set out at http://affiliates.888.com/our-brands/ and any other website or application notified to the Affiliate from time to time;
      16. (xvi) "Sub-Affiliate" means an affiliate introduced to the Company by you; and
      17. (xvii) "Uffiliates Information Site" means the website http://affiliates.888.com.

2. 2 Uffiliates Application, Enrollment and Checks

   1. 2.1 To become an affiliate within the Uffiliates Scheme, you will have to complete and submit a Uffiliates application (which can be accessed here: http://affiliates.888.com/) ("Application"). The Company may request additional information from you in order to evaluate your Application. The Company may, in its sole discretion, reject your Application to the Uffiliates Scheme at any time for any reason. This Agreement shall terminate automatically upon notification of any rejection to you.
   2. 2.2 Without limiting the generality of the foregoing, the Company may reject your Application if the Company believes:
      1. (i) the marketing methods and/or Affiliate Websites proposed in your Application are unsuitable for any reason;
      2. (ii) the Affiliate Websites include any content which the Company deems to be unlawful, harmful, threatening, defamatory, obscene, or harassing. By way of example only, this might mean that it contains: (i) sexually explicit, pornographic or obscene content (whether in text or graphics); (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise); (iii) graphic violence; (iv) politically sensitive or controversial issues; or (v) any unlawful behavior or conduct;
      3. (iii) any of your Affiliate Websites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware;
      4. (iv) any of your Affiliate Websites are designed to appeal to individuals under the age of 18; or
      5. (v) you may be in breach of, or may be likely to breach, any Applicable Laws, the anti-bribery or corruption obligations specified in clause ‎17 or the anti-modern slavery provisions in clause ‎18.
   3. 2.3 You shall have no right to appeal any decision by the Company to reject your Application.
   4. 2.4 The Company reserves the right to perform background (and, thereafter, ongoing) checks on you and to request any relevant documentation from you in evaluating your Application (or the suitability of your ongoing relationship with the Company) for any reason, including (but not limited to): (i) verifying your identity, personal history, registration details (such as company name and address), your financial transactions and financial standing; (ii) for anti-money laundering purposes; (iii) to determine whether you are a “Politically Exposed Person”; (iv) to determine whether you are subject to any sanctions or (v) for any other due-diligence related purpose. The Company is under no obligation to advise you that such investigation is taking place. Such activities may include the use of specific third party companies, who perform the investigations as required. The Company may reject your Application (or, if it has already accepted your Application, it may terminate this Agreement by providing notice to you in writing) on the basis that such an investigation provides a negative or uncertain conclusion
   5. 2.5 The documents requested by the Company will typically include an identity card, certificate of incorporation (or any analogous document) and proof of address. If deemed necessary, the Company may request that copies of these documents are notarised by a Public Notary. If you fail to provide documents requested by the Company or if the Company suspects that you have tampered with any documents provided (or attempted to mislead or misrepresent in any other way), it may reject your Application (or, if it has already accepted your Application, it may terminate this Agreement by providing notice to you in writing). We shall be under no obligation to accept such documents as valid, and under no obligation to provide feedback on the exact nature of our findings with regards to these documents.
   6. 2.6 If the Company determines in its sole discretion that you are in breach of any of the clauses ‎2.2 to ‎2.5 (inclusive) in any way and at any time, it may: (i) terminate this Agreement immediately; and (ii) withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.
   7. 2.7 If you are accepted onto the Uffiliate Scheme, in consideration for the Commission, you agree to provide to the Company the marketing services in respect of the Sites. You must provide such services at all times in accordance with the terms of this Agreement.
   8. 2.8 You should also read our Privacy Policy carefully, which sets out how we collect and use the personal information which you provide us with.
   9. 2.9 Each party shall comply with the Data Protection Addendum.

   3 Setting Up Links and Promotions

   1. 3.1 If you are accepted on to the Uffiliates Scheme, the Company will make available to you banner advertisements, button links, text links and other content as determined by the Company which will be associated with you on the Company's system, all of which shall relate and link specifically to the Sites (collectively referred to hereinafter as the "Links"). You may display such Links on your Affiliate Websites provided that you: (i) only do so in accordance with the terms of this Agreement; and (ii) possess the legal right to use the Affiliate Websites in relation to the Uffiliates Scheme.
   2. 3.2 You agree that you will cooperate fully with the Company in order to establish and maintain the Links on the Affiliate Websites.
   3. 3.3 You hereby represent and warrant that, subject to the remainder of this clause 3.3, you will not place the Links, or any other material which promotes the Company or its brands, on any website or application other than the Affiliate Websites (such prohibition shall extend, for the avoidance of doubt, to social media websites or applications). Notwithstanding the foregoing, if during the term of this Agreement you wish to place the Links on websites or applications other than the Affiliate Websites you must request and receive the Company’s prior written permission for the placement of the Links on such alternative websites or applications before placing any such Links. Where permission is granted, such websites or applications shall be deemed “Affiliate Websites” for the purposes of this Agreement. For the avoidance of doubt, you may never engage in any Prohibited Practices.
   4. 3.4 You may not modify a Link, unless you have received prior written consent from the Company to do so. If the Company determines that your use of any Link is not in compliance with the terms of this Agreement, it may take measures as to render such Links inoperative. You may not advertise the Sites in any way not approved in advance by the Company in writing.
   5. 3.5 If the Company requests any change to your use and positioning of the Links and/or Licensed Materials or cease using the Links and/or Licensed Materials, you must promptly comply with that request.
   6. 3.6 In addition to your use of Links, from time to time you may promote the Sites by publishing bonus codes for special offers / promotions, subject to having received the prior written consent of the Company. You may only publish bonus codes in accordance with the guidelines provided by the Company and/or any Group Company.
   7. 3.7 Save for use of the Links and publication of bonus codes in accordance with the terms of this Agreement, you may not advertise the Sites in any other way.
   8. 3.8 If you submit a request to the Company to advertise the Sites in any way other than through use of the Links any failure or delay in responding to a request by the Company does not constitute consent from the Company to your request.
   9. 3.9 You may not market or promote the Sites or use any of the Licensed Materials on any website, software, application or portal in any way which infringes the Intellectual Property Rights of any third party, the Company or the Group Companies.
   10. 3.10 You may not market the Sites in any way which might, in the Company's opinion, compete with the marketing efforts of the Company or any Group Company, unless you have received prior written approval from the Company. For the avoidance of doubt, the following activities will always be considered to compete with the Company's and/or Group Companies' marketing efforts and are prohibited hereunder: (i) the placement of Links on any internet sites on which the Company or Group Company places advertisements for the Sites; and (ii) the promotion of the Sites by way of keyword advertising with internet search engines.
   11. 3.11 In relation to pay-per-click advertising ("PPC") and keyword bidding, you must not advertise or purchase or register search engine ads, keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to any of the Company's or its Group Companies' trademarks or trade names from time to time. This includes "888" and any words similar to the name/domain name of the Sites and any other websites or applications owned and/or operated by the Company or any Group Company. In addition, you shall not include metatag keywords in PPC advertising which are identical or similar to any 888 trademarks or trade names from time to time or otherwise include the word "888" or any word similar to the name/domain name of the Sites or any other websites or applications owned and/or operated by the Company or any Group Company.
   12. 3.12 Without derogating from Section ‎3.11, in relation to PPC and keyword bidding you must not advertise the Sites by purchasing or  using any keywords to advertise which appears on the UK Industry Keyword Black List (the “Negative Keywords List”) which is made available to you from time to time (e.g. during your onboarding process, via our newsletters or otherwise). You agree and acknowledge that the contents of the Negative Keywords List constitute Confidential Information for the purposes of this Agreement and, in particular, clause 15. 
   13. 3.13 You undertake to ensure that any search engine results which advertise the Affiliate Website: (i) include “18+” and “Play Safe” on the first or second description level of the result and (ii) are subject to age restriction functions which are made available by the relevant search engine provider (and, in particular, the search engine results must not appear to any persons who have been identified by the search engine provider as being under 18 years of age or whose age has not been identified by the search engine provider).
   14. 3.14 You will immediately comply with all of the instructions of the Company and/or any Group Company which may be notified to you from time to time regarding the use and placement of the Links, Licensed Materials and bonus codes, and your marketing of the Sites in general.
   15. 3.15 Without prejudice to the generality of clause 3.3, you must never use the Links or the Licensed Materials or advertise the Sites to any person or entity located in the United Kingdom using the Twitch platform located at https://www.twitch.tv/ or its mobile application (collectively the "Twitch Platform").
   16. 3.16 Without derogating from clauses ‎3.3, ‎3.8 and 3.15, in the event that you wish to use the Links or Licensed Materials on the Twitch Platform to advertise the Sites to any person or entity located outside of the United Kingdom (and we provide our approval to such use pursuant to clause 3.3), the Links, Licensed Materials and any of the marketing materials used by you must not be in the English language nor contain any information in Pounds Sterling.
       
       You acknowledge and agree that use of the Twitch Platform is subject to the Twitch Platform's terms and conditions which includes but is not limited to any guidelines, rules of conduct, terms of service and anything analogous thereto ("Twitch Terms and Conditions") which you must comply with at all times and you undertake to fully comply with the Twitch Terms and Conditions.
       
       Furthermore, you acknowledge and agree that your use of the Links or Licensed Materials or promotion of the Sites on the Twitch Platform is not confirmation from us that you comply with the Twitch Terms and Conditions nor that you may use the Links, Licensed Materials or your promote of the Sites on the Twitch Platform and any such use or promotion is entirely at your own risk and the Company shall have no liability in this regard.
   17. 3.17 You must not market or promote the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggests or applies peer pressure to gamble or that abstention from gambling is disparaging (iv) suggests that gambling is a “rite of passage"; or (v) suggests that gambling can resolve financial problems or make people appear more attractive
   18. 3.18 If you market or promote the Sites to any person or entity located in the United Kingdom, you undertake to contact the Police Intellectual Property Crime Unit (“PIPCU”) at PIPCUantipiracy@city-of-london.pnn.police.uk and access the PPCU's Infringing Website List (the "List"). When marketing or promoting the Sites to any person or entity located in the United Kingdom, you must not market or promote the Sites on any website, software, application or portal which appears on the List as may be amended from time to time and you undertake to check the List on a continuous basis in order to ensure that you are in strict compliance with this requirement. Nothing in this Section 3.18, shall in any way derogate from Section ‎3.9.
   19. 3.19 If you breach any of the provisions in this clause ‎3 in any way and at any time, the Company may: (i) terminate this Agreement immediately; and (ii) retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.
   20. 3.20 We may at any time disable any Link and/or the Licensed Materials.

   4 Leads and Money Players

   1. 4.1 With respect to revenue share trackers, a "Lead" is a distinct internet user who, during the term of this Agreement: (i) accesses one of the Sites directly through a Link which is published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement; and (ii) then registers a new user account with that Site; and (iii) deposits to that account an amount at least equal to the minimum deposit limit required for the Site. For the avoidance of doubt, an internet user shall not qualify as a Lead for a Site if that user has previously registered an account with that Site.
   2. With respect to CPA trackers or hybrid trackers with a CPA component, a "Lead" is a distinct internet user who, during the term of this Agreement: (i) accesses one of the Sites directly through a Link which is published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement; and (ii) then registers a new user account with that Site; and (iii) deposits to that account an amount at least equal to the minimum deposit limit required with that Site within 90 days of registering with such Site ("Deposit Period"). We may agree with you by email to amend the Deposit Period with regards to a specific Site or across all Sites.
   3. 4.2 Internet users who have received a first time real money transfer from a third party verified by the Company into their account into their account, shall not be required to make a minimum deposit in accordance with clause 4.1(iii) in order to qualify as a Lead . Such players shall not, however, be counted when calculating Commission associated with cost-per-action ("CPA") trackers or hybrid trackers with a CPA component and shall not contribute to any tranche associated with progressive revenue share schemes.
   4. 4.3 A "Money Player" is an internet user that qualifies as a Lead in accordance with clause 4.1, and in addition:
      1. (i) in respect of CPA trackers and where there is a CPA component in a hybrid tracker: (i) is promptly verified and approved by the Company or any Group Company in accordance with all applicable regulatory requirements (including any applicable age or ID verification); and (ii) meets any other qualification criteria determined by the Company or its Group Companies, that differs per territory and per Site, which is based on the minimum deposit that such person makes into their account with the relevant Site, the minimum points accumulated by such person with the relevant Site and/or the minimum number of bets made by such person on the relevant Site; or
      2. (ii) in respect of revenue share trackers, makes a real money bet on any of the Sites.
   5. 4.4 Neither you nor any of your relatives (or where the person entering into this Agreement is a legal entity, neither the directors, officers nor employees of such company or the relatives of such individuals) are eligible to become Leads or Money Players. Should you or any of your relatives attempt to do so the Company may terminate this Agreement and retain all Commissions otherwise payable to you. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
   6. 4.5 The number of Leads per individual household computer, tablet device and mobile device is strictly limited to one.
   7. 4.6 You acknowledge and accept that the Company's calculation of the number of Money Players and amount of Gross Revenue shall be the sole and authoritative measurement and shall not be open to review or appeal. The Company shall notify you of the number of Money Players and amount of Gross Revenue through the Uffiliates Information Site. It should be noted that the Uffiliates Information Site is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including calculation of Commission as it is provided on a dynamic basis. In case of discrepancy between the data provided through the Uffiliates Information Site and the Company's records, the Company's records shall have priority.
   8. 4.7 To ensure accurate tracking, reporting and Commission accrual, you are responsible for ensuring that the Links between your Affiliate Websites and the Sites are properly formatted throughout the term of this Agreement.

   5 Commission

   1. 5.1 The default commission scheme and the commission amount payable to you under this Agreement, shall be made available to you by the Company through your affiliate account with the Uffilates Scheme as may be amended by the Company from time to time (without notice to you) (the “Commission”). The commission scheme and/or Commission may be modified in accordance with the terms of this Agreement or on the written agreement of the parties (for which email shall suffice).
      
         If the scheme that applies includes a revenue share component, you will receive the applicable share of Gross Revenue as such term is defined below and subject to the terms herein
   2. 5.2 The term "Gross Revenue" shall mean the total of all applicable Money Players' contributions to poker table game rakes (calculated in accordance with clause 5.3 below) and poker tournament fees (excluding the prizes) plus the sum of such Money Players' settled bets on non-poker games (excluding any contributions to progressive jackpots), less:
      1. (i) the winnings of such Money Players' on non-poker games (other than cashed-out progressive jackpot winning amounts);
      2. (ii) any credits, bonuses, bonus points or other promotional amounts given to such Money Players;
      3. (iii) any Tournament Overlays (as defined in clause 5.5 below);
      4. (iv) any returned transactions or any uncollected (or refunded) revenue attributable to such Money Players (including chargebacks, 'preventative' chargebacks or in settlement of any claims involving a Money Player);
      5. (v) any administration fees relating to the Uffiliates Scheme;
      6. (vi) any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, and applicable Facebook fees) attributable to such Money Players; and
      7. (vii) any licensing fees, applicable gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over the Company and/or any Group Company.
   3. 5.3 A Money Player's contribution to poker table game "rake" is calculated using the following formula:
      1. 
         
      2. (A/B) x C
      3. where: "A" is the actual amount staked in "A" by the Money Player; "B" is the total bet of such hand; and "C" is the total "rake" of such hand.
      4. 
         
      5. For example, if the Money Player's stake is two US Dollars ($2.00) and the total bet in the hand is ten US Dollars ($10.00) and the "rake" of the hand in question is one US Dollar ($1.00), the Money Player's contribution to the rake will be twenty cents ($0.20).
   4. 5.4 Notwithstanding the foregoing, the Company reserves the right to change the "rake" allocation model from time to time and may do so with respect to all Money Players, both existing and new.
   5. 5.5 "Tournament Overlays" means the applicable portion as determined by the Company of the total sum of all shortfalls (if any) between the guaranteed prize amount and the total prize pool collected from the participants of any guaranteed poker tournament (including free-rolls, network shared tournaments, and tournaments set up at the Affiliate's request and agreed by the Company).
   6. 5.6 For the avoidance of doubt, the Company shall be under no obligation to pay any Commission with respect to Money Players who are at any time blocked or suspended by the Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, for the purposes of calculating the Gross Revenue, the Company may still deduct any or all charges or expenses attributable to blocked or suspended Money Players.
   7. 5.7 You acknowledge and agree that a different payment scheme may apply to other affiliates who are already being paid by the Company in accordance with an older or alternative payment scheme or in other particular cases as determined at the Company's sole discretion from time to time.
   8. 5.8 Notwithstanding any other provision in this Agreement, any Commission containing a revenue share component which relates to revenues generated on the poker Sites found at http://affiliates.888.com/our-brands/ including without limitation to 888poker, shall only be payable for a maximum period of 24 months from the date on which the applicable internet user qualifies as a Lead and in any event only during the term of this Agreement.
   9. 5.9 You shall be solely liable for any tax, charge or levy imposed on you in respect of your receipt of any sum due and payable under this Agreement by the relevant authority and all amounts due and payable by the Company to you hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and the Company shall be under no obligation to increase such payment in the event such tax becomes applicable.
      
      Without derogating from the foregoing, the Company shall be entitled to deduct and withhold from any Commission payments due to you, and to pay over to the relevant tax authorities, any amount on account of taxes, in accordance with its obligations under Applicable Laws. Any such amount deducted and withheld by the Company shall be deemed paid to you for all purposes hereunder.
   10. 5.10 In consideration of your provision of the marketing services in accordance with the terms of this Agreement, the Company shall pay you the Commission on a monthly basis, within approximately 30 days after the end of each calendar month. Payments of Commission shall be made directly to you as per your preferred payment method and to the account detailed by you as part of your application process (the "Payment Account"). It is your responsibility to ensure that the details provided by you are both accurate and complete and the Company will have no obligation whatsoever to verify the accuracy and completeness of such details. In the event that you provide the Company with incorrect or incomplete details or you have failed to update your details and as a result your Commission is paid to an incorrect Payment Account, the Company shall cease to be liable to you for any such Commission. Without derogating from the foregoing, if the Company is not able to transfer the Commission to you, the Company reserves the right to deduct from the Commission a reasonable amount to reflect the required investigation and additional work including without limitation the administrative burden created by your having provided incorrect or incomplete details. Should the Company not be able to transfer any Commission to you for 6 consecutive months as a result of any incomplete or incorrect details of your Payment Account, or for any other reason beyond the control of the Company, the Company reserves the right to withhold any such Commission and will no longer be liable to pay such Commission.
   11. 5.11 The Company reserves the right to request that you provide the Company with written documentation (such as for example a current bank statement with respect to payment to a bank account) verifying all your beneficiaries and details of your Payment Account at any time, including without limitation upon registration, to comply with the Company's policies with regards to its legal and regulatory obligations and/or when you make any change to your Payment Account . The Company is not obliged to make any payments until verification is completed to its satisfaction. If the Company believes at its sole discretion that you have failed to provide it with such verification, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commission which has accrued to your benefit up until such time or thereafter.
   12. 5.12 The Company reserves the right to take action against you and/or your Money Players should you or any Links used by you or Money Players show patterns of manipulating and/or abusing the Uffiliates Scheme in any way whatsoever. If the Company determines that such conduct is being undertaken, it may withhold and keep any Commission payments which would have otherwise been payable to you under this Agreement and terminate this Agreement with immediate effect.
   13. 5.13 Where Commission is payable on a revenue share basis as set out above, the Company will apply a negative balance carry-over policy (the "Policy"). The Policy provides that: (i) in calculating the total Commission amount owed to you in a calendar month, the Company shall calculate all Commissions, both positive and negative, generated by Money Players via the Sites; and (ii) if at the conclusion of a calendar month the Commission generated by Money Players via the Sites is a negative amount, the Company shall deduct such negative amount from the Commission calculation for the subsequent calendar months until such time as the negative balance has been fully set-off against future positive Commission amounts generated or any other payment payable to you by any Group Company. Alternatively the Company may require that you pay the negative balance to the Company and will issue an invoice for such negative amount.
   14. 5.14 The Company will generally not apply the Policy to its 888Sport brand website, however it may do so at its sole discretion in certain cases, including without limitation, in the event that you have failed to generate any new Leads for a period of three (3) months or more.
   15. 5.15 The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   16. 5.16 The Company 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.
   17. 5.17 If the Commission to be paid to you in any calendar month is less than $250 (the "Minimum Amount"), the Company shall not be obliged to make the payment to you and may postpone payment of this amount and combine this with a payment for a subsequent month(s) until such time as the total Commission is equal to or greater than the Minimum Amount.
   18. 5.18 The Company reserves the right to reduce your Commission relating to a specific Site in the event that you fail to generate any Leads on such Site or through an account associated with such Site, for any three (3) consecutive calendar months.
   19. 5.19 The Company retains the right to review your activity under this Agreement for possible fraud, whether such fraud is on your part, the part of a Lead or Money Player, or the part of a Sub-Affiliate. Any review period will not exceed 180 days. During this review period, the Company shall have the right to withhold any Commission otherwise payable to you. Any incidence of fraud on your part (or the part of a Lead, Money Player or Sub-Affiliate) constitutes a breach of this Agreement by you and the Company retains the right to terminate this Agreement immediately and retain all Commission otherwise payable to you and will no longer be liable to pay such Commission to you. The Company also retains the right to set-off from future Commissions payable to you any amounts already received by you which can be shown to have been generated by fraud.
   20. 5.20 For the purpose of this Agreement and by way of example only, the term "fraud" shall include, but shall not be limited to: (i) the encouragement by you or a third party of bonus abuse on the part of the Money Players; (ii) a chargeback executed by a Money Player in relation to their initial deposit; (iii) collusion on the part of the Money Player with any other player on the Sites or any website and/or application owned and/or operated by the Group Companies; (iv) the opening of an account in breach of the terms of this Agreement; (v) the offering or providing by you or any third party of any unauthorised incentives (financial or otherwise), including without limitation "rake back", to potential or existing Money Players; (vi) creating or using a single Link intended to be used by a single Lead; (vii) any use by you or a potential Money Player or a Money Player of any software program, robot or external aid, which is endowed with artificial intelligence, to play real money games on the Sites; and (viii) any other act by you or by a Money Player which is reasonably understood to have been committed in bad faith against the Company or its Group Company regardless of whether or not such action has resulted in any type of harm or damage to the Company or its Group Company. In the event of a suspected "rake back" activity on your part (based for example, on the detection of numerous Affiliate serials with only one or very few accounts on each), the Company shall have the right to immediately block your account and you shall forfeit any past and future Commissions which have accrued to your benefit.
   21. 5.21 You acknowledge and agree that the Company shall not be liable to pay to you any amounts which relate to revenues generated from Money Players from any products or services provided by the Company, any Group Company or their commercial partners other than the poker, casino or sport products which you advertise via the Links. The Company shall not be liable to you for any amounts which relate to revenues generated from activity relating to any user account other than the user account registered with the particular Site promoted by you in which the respective user qualified as a Lead and Money Player.
   22. 5.22 Your affiliate account is solely for your benefit. You shall not allow any third party to use your account, password or identity to access or use the Uffiliates Scheme and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform the Company immediately if you suspect that your account is being misused by a third party and/or any third party has access to your account username or password. For the avoidance of doubt, the Company shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefrom.
   23. 5.23 The Company reserves the right, at its sole discretion, to immediately cease any or all marketing efforts in certain jurisdictions and you shall immediately cease marketing to persons in such jurisdictions. The Company will not be liable to pay you any Commission which would have otherwise been payable to you under this Agreement in respect of such jurisdictions.
   24. 5.24 Without derogating from Section ‎5.23, the Company reserves the right, at its sole discretion, to immediately cease paying you Commission with respect to Money Players generated by you from a specific jurisdiction and you shall immediately cease marketing to persons in such jurisdiction.
   25. 5.25 From the date that the Company or any Group Company ceases to own and/or operate any Site, the Company shall cease to be liable to pay you any Commission generated by Money Players with respect to such Site and you shall immediately cease to use the Links and Licensed Materials related to such Site.

   6 Intellectual Property

   1. 6.1 If you are accepted on to the Uffiliates Scheme, the Company will grant you a non-transferable, non-exclusive, non-sublicensable, limited, revocable licence to place the Links on your Affiliate Websites during the term of this Agreement, and solely in connection with the Links, to use the Company's and its Group Companies and their licensors' logos, trade names, trademarks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Sites.
   2. 6.2 You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever.
   3. 6.3 You may not use any Licensed Materials for any purpose whatsoever other than promoting the Sites, and in any event, you may not use the Licensed Materials without first submitting a sample of your proposed use to the Company and receiving its prior written consent to such use.
   4. 6.4 You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Company or any third party negatively.
   5. 6.5 The Company, its Group Companies and their licensors own all of the Intellectual Property Rights in the Licensed Materials and Links, and you hereby irrevocably assign to the Company all present and future Intellectual Property Rights and other rights relating the Licensed Materials and Links, and will execute any and all such documents as may be necessary to transfer and/or assign to the Company any such rights.
   6. 6.6 The Company may revoke your licence to use the Licensed Materials and Links at any time by written notice to you, whereupon you must immediately destroy or deliver up to the Company all such materials as are in your possession. You acknowledge that, except for the licence which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned licence shall terminate upon the termination of this Agreement.

   7 Obligations Regarding Your Affiliate Websites and Marketing Materials

   1. 7.1 You will be solely responsible for the technical operation of your Affiliate Websites and the accuracy and appropriateness of materials posted on your Affiliate Websites.
   2. 7.2 You agree that your Affiliate Websites will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof or any websites and/or applications of the Group Companies), nor will you create the impression that any of your Affiliate Websites are any of the Sites (or any part thereof or the websites and/or applications of any of the Group Companies) or are owned and/or operated by the Company or any of the Group Companies.
   3. 7.3 Other than use of the Links, you agree that none of your Affiliate Websites will contain any content of the Sites or the websites and/or applications of any of the Group Companies or any materials which are proprietary to the Company or its Group Companies, except with the Company’s prior written permission. In particular, you are not permitted to register a domain name that includes, incorporates or consists of the Company's or its Group Companies’ trademarks or any domain name that is confusingly or materially similar to such trademarks
   4. 7.4 Upon entering into this Agreement and as a continuing obligation, you will inform the Company of any domain names you own which are in breach of the foregoing. Once the Company becomes aware that you have registered such a domain name you will be informed and required to transfer the domain name to the Company or an entity nominated by the Company, forthwith and free of charge. YOUR OBLIGATION TO TRANSFER DOMAIN NAMES REGISTERED IN BREACH OF THIS CLAUSE EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. The Company may, in its sole discretion, withhold all Commission that may be due to you until the domain name is transferred.
   5. 7.5 Notwithstanding anything to the contrary in this Agreement, you must never promote the Sites or any websites owned or operated by any of the Group Companies to any person and/or entity by any form of sent communications, which includes but is not limited to email, SMS, WhatsApp, fax and/or post (collectively "Prohibited Practices").
   6. 7.6 Without derogating from clause 7.5, you will not use any unsolicited or spam messages to promote the Sites or any websites owned or operated by any of the Group Companies.
   7. 7.7 If the Company receives a complaint that you have been engaging in any Prohibited Practices and/or sending spam messages or unsolicited messages, you hereby agree that it may provide to the party making the complaint any details required for the complaining party to contact you directly in order for you to resolve the complaint. The details which the Company may provide to the party making the complaint, may include your name, email address, postal address and telephone number. You hereby warrant and undertake that you will immediately cease engaging in Prohibited Practices and/or sending spam messages (as applicable) and make every effort to resolve the complaint. In addition, the Company reserves all of its rights in this matter including without limitation the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and to set off or charge you for all claims, damages, expenses, costs, or fines incurred or suffered by the Company or any Group Companies in relation to this matter. Furthermore, in the event we terminate the Agreement under this clause ‎7.7, we shall withhold any Commission otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you. Nothing stated or omitted herein shall in any manner prejudice any such rights.
   8. 7.8 You undertake to immediately comply with all instructions and guidelines provided by the Company, any Group Company or published on the Uffiliate Information Site in relation to your activities in marketing and promoting the Sites including, without limitation, any instruction received from the Company requesting you to post on the Affiliate Websites information regarding new features and promotions on the Sites. If you are in breach of the foregoing, the Company may terminate this Agreement and your participation in the Uffiliates Scheme immediately and/or withhold any Commission otherwise owed to you and shall no longer be liable to pay such Commission to you.
   9. 7.9 You will ensure that your Affiliate Websites and any related marketing materials or communications comply with all Applicable Laws including without limitation the Gambling Act 2005, especially Section 330 thereof. In addition you will ensure that your Affiliate Websites and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats and do not infringe any right of any third party, including Intellectual Property Rights, whether directly or indirectly.
   10. 7.10 You hereby acknowledge that your conduct as an Affiliate has the potential to cause substantial damage to the Company's and the Sites' reputation and goodwill, and you undertake at all times to consider the goodwill and reputation of the Company and the Sites and to act in an appropriate manner.
   11. 7.11 Without derogating from the generality of clause 7.9 above, you hereby acknowledge that one of the Group Companies (888 UK Limited) is licensed by the Gambling Commission of Great Britain, and offers its services to residents of Great Britain under that licence. As an operator licensed by the Gambling Commission, 888 UK Limited is subject to the Gambling Commission's Licence Conditions and Codes of Practice (the "LCCP") as well as other legal requirements that govern the manner in which it may operate, market and advertise its services. You agree to conduct yourself, in so far as you carry out activities on behalf of 888 UK Limited which relate to the activities licensed by the Gambling Commission of Great Britain, as if you were bound by the terms of the LCCP and the same codes of practice as 888 UK Limited.
   12. 7.12 You shall provide such information to the Company (and co-operate with all requests and investigations) as the Company may reasonably require in order for the Company or any Group Company to satisfy any information reporting, disclosure and other related obligations to any Regulator (including the Gambling Commission of Great Britain) from time to time, and shall co-operate with all such Regulators directly or through the Company, as required by the Company.
   13. 7.13 At all times during the term, and in particular when marketing the Sites to customers in Great Britain, you agree to comply with the following (as amended):
       1. (i) the ‘UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing’;
       2. (ii) the ‘Gambling Industry Code for Socially Responsible Advertising’ (including, for the avoidance of doubt, any requirements therein, as the same may be updated from time to time, to include on any advertisements “#ad” and the “18+” and “BeGambleAware” logos – such “BeGambleAware” logo to include a link to https://www.begambleaware.org);
       3. (iii) the CAP and BCAP 'Guidance on the rules for gambling advertisements';
       4. (iv) the Consumer Rights Act 2015;
       5. (v) the Consumer Protection From Unfair Trading Regulations 2008;
       6. (vi) the Gambling Act 2005, especially Section 330 thereof; and
       7. (vii) all other Applicable Laws.
   14. 7.14 Without prejudice to the generality of the foregoing, in advertising the Sites, you agree to:
       1. (i) ensure that any advertisement, incentive or reward scheme under which an internet user is offered money, goods or any other advantage, clearly sets out all significant terms, conditions, limitations and qualifications subject to which the benefit is being offered. These must be displayed on the advert itself;
       2. (ii) seek the Company's guidance if you are unsure as to whether the advertising of a Site by you is in compliance with clause 7.11. Any failure or delay in responding to you does not constitute consent from the Company;
       3. (iii) only use the Links and Licensed Materials provided to you directly by the Company that are available via the Uffiliate Information Site;
       4. (iv) only use the Links and Licensed Materials to link to the Sites and to not link directly to registration or download pages;
       5. (v) ensure that each promotion, challenge or similar which you make available (via banners, links or otherwise): (i) are those which have been created by the Company (unless you have received the Company’s prior written consent, on a one-off basis, to create your own promotion, challenge or similar) and (ii) include, one click away, a link to the terms and conditions which are applicable to such promotion and which have been prepared by the Company;
       6. (vi) ensure that advertisements, incentives, promotions or any other materials (of whatever nature) which you make available do not: (i) target individuals who are under 18 years of age, (ii) include any individual or content which strongly appeals to individuals who are under 18 years of age or (iii) include imagery of anyone who is, or who appears to be, under 25 years of age; and
       7. (vii) ensure that the Links and Licensed Materials (and any other content relating to the Company or its brands) do not appear alongside, or on the same website page or application page as, the content of any betting operators who carry out their business without the requisite regulatory licences in the United Kingdom.
   15. 7.15 In the event that you breach any of the clauses ‎7.1‎ to ‎7.14 (inclusive), in any way and at any time the Company may: (i) terminate this Agreement immediately; and (ii) retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

   8 Term

   1. 8.1 The term of this Agreement shall commence upon your acceptance of the terms and conditions of this Agreement as set out above, and will continue in force until terminated in accordance with its terms by either party.
   2. 8.2 At any time, either party may immediately terminate this Agreement, with or without cause, by giving the other party written notice of termination (via fax or e-mail).
   3. 8.3 In the event that you do not log into your account for 90 consecutive days, we may terminate this Agreement without notice to you (if applicable).
   4. 8.4 If applicable, following termination of this Agreement, the Company may withhold the final payment of any Commission otherwise payable to you for a reasonable time to ensure that the correct amount of Commission is paid.
   5. 8.5 Without derogating from any other provision in this Agreement, the Company may terminate this Agreement on written notice to you in the event that: (i) you carry out any action which the Company reasonably believes will expose the Company or any Group Company to regulatory repercussions in any jurisdiction; (ii) the Company reasonably believes that you have breached Applicable Laws; (iii) the Company or any Group Company is ordered or required by a Regulator to terminate its relationship with you, (iv) you materially breach this Agreement or (iv) you fail to follow any of the Company’s instructions or guidelines which are made available to you from time to time. In any such event, the Company may retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay any Commission to you.
   6. 8.6 Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Websites, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by the Company and/or provided by or on behalf of the Company to you pursuant to this Agreement or in connection with the Uffiliates Scheme. If applicable, following the termination of this Agreement and the Company’s payment to you of all Commissions due at such time of termination, the Company shall have no obligation to make any further payments to you.

   9 Sub-Affiliates

   1. 9.1 You may introduce potential Sub-Affiliates to the Company and receive additional commission in accordance with the Sub-Affiliate Terms and Conditions set out below.

   10 Modification

   1. 10.1 The Company may modify any of the terms and conditions contained in this Agreement, at any time at its sole discretion. You agree that posting a change of terms notice or a new agreement on the Uffiliates Information Site is considered sufficient provision of notice and such modifications shall be effective as of the date of posting.
   2. 10.2 Modifications may include, but are not limited to, changes to the list of the Sites, the scope of available Commission fees or schedules and payment procedures. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Uffiliates Scheme following the posting of a change notice or new agreement on the Uffiliates Information Site will constitute binding acceptance by you of the change. Due to the above, you should frequently visit the Uffiliates Information Site and review the terms and conditions of this Agreement.

   11 Limitation of Liability

   1. 11.1 Nothing in this clause shall exclude or limit either party's liability for death or personal injury resulting from such party's gross negligence or for fraud, fraudulent misstatement or fraudulent misrepresentation.
   2. 11.2 The Company shall not be liable (in contract, tort (including negligence) or for breach of statutory duty or in any other way) for any:
      1. (i) actual or expected indirect, special or consequential loss or damage;
      2. (ii) loss of opportunity or loss of anticipated savings;
      3. (iii) loss of contracts, business, profits or revenues;
      4. (iv) loss of goodwill or reputation; or
      5. (v) loss of data.
   3. 11.3 The Company's aggregate liability in respect of any loss or damage suffered by you and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the total Commission paid or payable to you under this Agreement.
   4. 11.4 You acknowledge and agree that the limitations contained in this clause ‎11 are reasonable in the circumstances and that you have taken independent legal advice regarding the same.

   12 Relationship of Parties

   You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

   13 Disclaimers

   THE  COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE UFFILIATES SCHEME OR THE UFFILIATES INFORMATION SITE (INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, THE COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITES OR THE UFFILIATES INFORMATION SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

   14 Representations and Warranties

   1. 14.1 You hereby represent and warrant to the Company that:
      1. (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with their terms;
      2. (ii) all the information provided by you in your Application is true and accurate;
      3. (iii) your entering into, and performance of your obligations under, this agreement will not conflict with or violate the provisions of any agreement to which you are party or breach Applicable Laws;
      4. (iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable Regulator) required to enter this Agreement, participate in the Uffiliate Scheme or receive payment under this Agreement;
      5. (v) if you are an individual rather than a legal entity, you are an adult of at least 18 years of age;
      6. (vi) as at the date of entering into this Agreement you have not registered any domain names in breach of clause 7.4;
      7. (vii) you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any Applicable Laws; and
      8. (viii) you are receiving the benefit of this Agreement as a business and not as a consumer (and, in receiving the benefit of this Agreement, you will not hold yourself out as a consumer in any respect).

   15 Confidentiality

   1. 15.1 The Company and/or our Group Companies may disclose Confidential Information to you as a result of your participation as an affiliate within the Uffiliates Scheme.
   2. 15.2 You may not disclose any Confidential Information to any other person. Notwithstanding the foregoing, you may disclose Confidential Information to the extent: (i) required by law; or (ii) the information has come into the public domain through no fault of your own.
   3. 15.3 You shall not make any public announcement with respect to any aspect of this Agreement or your relationship with the Company without the prior written approval of the Company.
   4. 15.4 Without derogating from clause 15.3, during the term of the Agreement and thereafter, you shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to the Company, the Group Companies, the Sites or the Uffiliates Scheme.

   16 Indemnification

   1. You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, Group Companies, successors and assigns (the "Indemnified Parties"), from and against any and all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, any of the Indemnified Parties , as a result of or in connection with:
      1. (i) any alleged or actual infringement of any third party's Intellectual Property Rights or other rights arising out of use or supply of the services provided by you under this Agreement;
      2. (ii) any breach by you of this Agreement;
      3. (iii) any claim related to your use of the Links or Licensed Materials or promotion of the Sites, on the Twitch Platform;
      4. (iv) any breach by you of any of the representations or warranties made by you under this Agreement;
      5. (v) the development, operation, maintenance, and contents of your Affiliate Websites or any materials, products or services linked to therein; and/or
      6. (vi) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Websites.

   17 Anti-Bribery and Corruption

   1. 17.1 The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its affiliates and business partners comply with all Applicable Laws and accord to the highest principles of corporate ethics.
   2. 17.2 In submitting an Application for enrolment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all Applicable Laws relating to anti-bribery and corruption and shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates or otherwise.
   3. 17.3 The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 17 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

   18 Anti-Modern Slavery

   1. 18.1 You confirm that you do not engage in slavery, servitude, forced labour, human trafficking or child labour (all as defined in the UK Modern Slavery Act 2015 (the "Act") and collectively to be referred to as "Modern Slavery").
   2. 18.2 You undertake to comply with applicable local labour regulations, including but not limited to, legally required working conditions, hours and minimum wage requirements. You also must ensure that all your employees and contractors undergo working age, identity and right to work checks, before being offered a contract with your business.
   3. 18.3 You must have reasonable measures in place to ensure these standards are also adhered to by your suppliers and you must not knowingly engage with suppliers who breach these standards.
   4. 18.4 If you believe or suspect that you have breached the policy you will raise this with your usual 888 contact person at the earliest possible stage. If you do not have a usual 888 contact person or if you feel that we have not adequately addressed your concerns, you should send them in writing to 888's Company Secretary at corporate.secretary@888holdings.com.
   5. 18.5 The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause ‎18 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

   19 Entire Agreement

   The provisions contained in this Agreement and your Application constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this Agreement or the Application shall be valid or binding between the parties.

   20 Independent Investigation

   You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all of its terms and conditions. You have independently evaluated the desirability of participating in the Uffiliates Scheme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

   21 General

   1. 21.1 This Agreement and any matters relating hereto shall be governed by, and construed in accordance with the laws of Gibraltar. The courts of Gibraltar will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions contemplated thereby.
   2. 21.2 Without derogating from the rights of the Company under this Agreement and/or by law, the Company may set off any amount which you owe to it pursuant to this Agreement and/or by law from any sum that you are entitled to receive from the Company, from whatever source.
   3. 21.3 You may not assign this Agreement, by operation of law or otherwise, without the Company’s express prior written consent. Subject to the foregoing restriction, this Agreement will be binding on and inure to the benefit of, and be enforceable by the parties and their respective successors and assigns. You may not sub-contract or enter into any arrangement whereby another person is to perform any or all of your obligations under this Agreement.
   4. 21.4 The Company's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
   5. 21.5 The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any Group Company, or (ii) to any entity in the event of a merger, sale of assets or other similar corporate transaction in which the Company may be involved in. The Company will notify you of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on the Uffiliates Information.
   6. 21.6 Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a court of competent jurisdiction, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
   7. 21.7 Other than the Group Companies, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
   8. 21.8 Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
   9. 21.9 In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa.
   10. 21.10 If you are unsure as to whether any of your marketing (or other) activities comply with the terms of this Agreement, you hereby undertake that you shall not conduct such marketing (or other) activities without first obtaining our prior written approval.
   11. 21.11 Any provisions hereof which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose. Without derogating from the generality of the foregoing, clauses‎ 8.6, ‎11, ‎13, ‎15, ‎16, ‎21 and ‎22 shall survive termination of the Agreement.
   
   

   22 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.

   
   
   

   Sub-Affiliates Terms and Conditions

   1. The following terms and conditions shall govern the agreement between you and the Company in respect of Sub-Affiliates. Capitalised terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement set out above. All the other terms and conditions of the Agreement shall remain unchanged and shall continue to be in full force and effect.
      1. 1 Introduction
      2. 2 You may introduce potential Sub-Affiliates to the Company via the "Introduce a Sub-Affiliate" link located on the Uffiliates Information Site. Potential Sub-Affiliates will be required to complete and submit an Application. The Company will evaluate the Sub-Affiliate application and reserves the right at its sole discretion to accept or reject such Application.
      3. 3 Sub-Affiliate Agreement
         1. 3.1 As a condition of the Company's acceptance of a Sub-Affiliate to the Uffiliates Scheme, each Sub-Affiliate will be required to accept the terms and conditions of the Agreement, as set out above.
      4. 4 Sub-Affiliate Commissions
         1. 4.1 Sub-Affiliates will receive commission from the Company in accordance with the commission scheme as agreed between such sub-affiliate and the Company. You shall be entitled to receive additional commission from the Company in relation to commissions received by the Sub-Affiliates introduced by you (a "Sub-Affiliate Commission"). The Sub-Affiliate Commission received by you shall be linked to the commission scheme agreed between such sub-affiliate and the Company and shall not be determined by the commission scheme of your choice. By way of example, in the event that you have elected to receive commission from the Company on a per Money Player basis but your Sub-Affiliate receives commission from the Company on a Gross Revenue basis, your Sub-Affiliate Commission shall be calculated on a per Gross Revenue basis. The Sub-Affiliate Commissions shall be as set out on http://affiliates.888.com/en/commissions/sub-affiliates.htm.
         2. 4.2 Notwithstanding the foregoing, if you cease to generate new Leads for more than a month, the Company may withhold and retain any Sub-Affiliate Commission from your account without notice. In addition, if any of your Sub-Affiliates fail to generate new Leads for over 3 months the Company shall be entitled to disconnect such Sub-Affiliate from your account at its sole discretion and shall no longer be liable to you for any Sub-Affiliate Commission.
         3. 4.3 For the avoidance of doubt, you shall not receive any commission for sub-affiliates introduced by the Sub-Affiliate to the Company.
      5. 5 Restrictions
         1. 5.1 In relation to Sub-Affiliates you are strictly prohibited from doing any of the following: (i) introducing yourself or a relative (as defined in clause ‎4.4 of the Agreement) as a Sub-Affiliate, (ii) offering or providing a Sub-Affiliate or potential Sub-Affiliate any incentive (financial or otherwise) to act as or become a Sub-Affiliate, (iii) attempting to use the Sub-Affiliate scheme in any way whatsoever in bad faith against the Company. If the Company determines in its sole discretion that you have attempted any of the foregoing, the Company may: (i) immediately block your account; and (ii) retain any Commission and/or Sub-Affiliate Commission otherwise payable to you and will no longer be liable to pay such Commission and/or Sub-Affiliate Commission to you.
      6. 6 Modification
         1. 6.1 The Company may modify any of the terms and conditions contained herein, at any time and at its sole discretion.

Affiliate Germany Agreement

This agreement (the "Agreement") contains the complete terms and conditions between Virtual Marketing Services (Gibraltar) Limited (the "Company", “we”, “us” or “our”), and you ("Affiliate", "you" or "your"), regarding: (i) your application to participate as an affiliate in the Company's affiliate marketing scheme with respect to Germany (the "Uffiliates Scheme"); and/or (ii) your participation in the Uffiliates Scheme and provision of the marketing services in respect of the Sites in Germany.

By marking the "I have read and agree to the terms and conditions" box (or similar wording), by marking the "I accept the new Terms and Conditions" box (or similar wording) or by using the Links related to any of the Sites, you accept the terms and conditions of this Agreement.

1. 1 Definitions and Interpretation

   1. 1.1 In this Agreement (except where the context otherwise requires) capitalised words and expressions shall have the meanings set out below:
      1. (i)"Affiliate Websites" means any website (including any device specific versions of such website) or application owned and/or operated by you or on your behalf and any other marketing methods, which the Company approves in accordance with clause 3.1;
      2. (ii)"Applicable Laws" means all applicable laws (which for the avoidance of doubt, includes without limitation Section 5 of the German Interstate Treaty on Gambling), directives, regulations, rules, mandatory codes of practice and/or conduct, judgments, judicial orders, ordinances and decrees imposed by law or any competent governmental or regulatory authority or agency;
      3. (iii)"Application" has the meaning given in clause 2.1;
      4. (iv)"CPA Commission" means a fixed payment to be paid to the Affiliate in respect of each applicable Money Player generated by the Affiliate in accordance with this Agreement;
      5. (v)"CPA Commission Confirmation" has the meaning given in clause 5.1;
      6. (vi)"Confidential Information" means all information in whatever form (including without limitation written, oral, visual and electronic) which has been or may be disclosed, before on and/or after the date of this Agreement by the Company or any Group Company;
      7. (vii)"Group Company" or "Group Companies" means any entity directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise;
      8. (viii)"Intellectual Property Rights" means any and all copyright and related rights, designs, trademarks, trade names, internet domain names, insignia, service marks, patents, database rights, inventions and discoveries and all other intellectual and industrial property rights of a similar or corresponding nature in any of the relevant territories, in each case whether registered or unregistered, and including the right to apply for and all applications for any of the foregoing together with all statutory, equitable and common law rights attaching thereto in any applicable territories, including the right to sue for damages (and retain such damages) and all other legal and equitable remedies in respect of any infringement or misuse of any of such intellectual and industrial property or rights of a similar nature;
      9. (ix)"Lead" has the meaning given in clause 4.1;
      10. (x)"Licensed Materials" has the meaning given in clause 6.1;
      11. (xii)"Links" has the meaning given in clause 3.1;
      12. (xiii)"Marketing Consent" has the meaning given in clause 3.1;
      13. (xiv)"Money Player" has the meaning given in clause 4.2;
      14. (xv)"Regulator" means any governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) the Company or Group Companies from time to time;
      15. (xvi)"Prohibited Practices" has the meaning given in clause 7.5;
      16. (xvii)"Sites" means the websites www.mrgreen.de, www.888.de, www.888poker.de, www.888slots.de and/or www.888sport.de (including any device specific versions of such websites) and their related applications
      17. (xviii)"Sub-Affiliate" means an affiliate introduced to the Company by you; and
      18. (xix)"Uffiliates Information Site" means the website http://affiliates.888.com.

2. 2 Uffiliates Application and Enrollment

   1. 2.1 To become an affiliate within the Uffiliates Scheme, you will have to complete and submit a Uffiliates application (which can be accessed here: http://affiliates.888.com/) ("Application"). The Company may request additional information from you in order to evaluate your Application. The Company may, in its sole discretion, reject your Application to the Uffiliates Scheme at any time for any reason. This Agreement shall terminate automatically upon notification of any rejection to you.
   2. 2.2Without limiting the generality of the foregoing and clause 3.1, the Company may reject your Application if the Company believes:
      1. (i) the marketing methods and/or Affiliate Websites proposed in your Application or which are otherwise proposed by you are unsuitable for any reason;
      2. (ii) the Affiliate Websites include any content which the Company deems to be unlawful, harmful, threatening, defamatory, obscene, or harassing. By way of example only, this might mean that it contains: (i) sexually explicit, pornographic or obscene content (whether in text or graphics); (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise); (iii) graphic violence; (iv) politically sensitive or controversial issues; or (v) any unlawful behavior or conduct;
      3. (iii)any of your Affiliate Websites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware;
      4. (iv) any of your Affiliate Websites are designed to appeal to individuals under the age of 18; or
      5. (v) you may be in breach of, or may be likely to breach, any Applicable Laws, the anti-bribery or corruption obligations specified in clause ‎17, the anti-modern slavery provisions in clause ‎18 or any advertising-related license conditions of 888 Germany Limited's German gambling licenses.
   3. 2.3 You shall have no right to appeal any decision by the Company to reject your Application.
   4. 2.4 The Company reserves the right to perform background checks on you and request any relevant documentation from you in evaluating your Application for any reason, including (but not limited to) verifying your identity, personal history, registration details (such as company name and address), your financial transactions and financial standing. The Company is under no obligation to advise you that such investigation is taking place. Such activities may include the use of specific third party companies, who perform the investigations as required. The Company may reject your Application on the basis that such an investigation provides a negative or uncertain conclusion.
   5. 2.5 The documents requested by the Company will typically include an identity card, certificate of incorporation (or any analogous document) and proof of address. If deemed necessary, the Company may request that copies of these documents are notarised by a Public Notary. If you fail to provide documents requested by the Company or if the Company suspects that you have tampered with any documents provided (or attempted to mislead or misrepresent in any other way), it may reject your Application. We shall be under no obligation to accept such documents as valid, and under no obligation to provide feedback on the exact nature of our findings with regards to these documents.
   6. 2.6 If the Company determines in its sole discretion that you are in breach of any of the clauses 2.2 to 2.5 (inclusive) in any way and at any time, it may: (i) terminate this Agreement immediately; and (ii) withhold any CPA Commission otherwise payable to you under this Agreement and will no longer be liable to pay such CPA Commission to you.
   7. 2.7 If you are accepted onto the Uffiliate Scheme and you receive the Marketing Consent and the CPA Commission Confirmation, in consideration for the CPA Commission, you agree to provide to the Company the marketing services in respect of the Sites. You must provide such services at all times in accordance with the terms of this Agreement.
   8. 2.8 You should also read our Privacy Policy carefully, which sets out how we collect and use the personal information which you provide us with.
   9. 2.9 Each party shall comply with the Data Protection Addendum.

3. 3 Settng Up Links and Promotions

   1. 3.1 The Affiliate hereby undertakes to the Company, that it shall not market or promote any of the Sites, until the Company or its Group Companies has explicitly approved by email the Affiliate Websites on which the Links and Licensed Materials may be used (the "Marketing Consent") and the CPA Commission Confirmation has been provided to the Affiliate.
   2. 3.2 If you are accepted on to the Uffiliates Scheme and subject to the Marketing Consent and the CPA Commission Confirmation has been provided to the Affiliate, you may use the banner advertisements, button links, text links and other content made available by the Company (and as determined by the Company) which will be associated with you on the Company's system, all of which shall relate and link specifically to the Sites (collectively referred to hereinafter as the "Links"). You may display such Links on your Affiliate Websites provided that you: (i) only do so in accordance with the terms of this Agreement; and (ii) possess the legal right to use the Affiliate Websites in relation to the Uffiliates Scheme.
   3. 3.3 You agree that you will cooperate fully with the Company in order to establish and maintain the Links on the Affiliate Websites.
   4. 3.4 If during the term of this Agreement you wish to place the Links on websites other than the Affiliate Websites you must request and receive the Company's prior written permission for the placement of the Links on such alternative websites before placing any such Links. Where permission is granted, such websites shall be deemed “Affiliate Websites” for the purposes of this Agreement. For the avoidance of doubt, you may never engage in any Prohibited Practices.
   5. 3.5 You may not modify a Link, unless you have received prior written consent from the Company to do so. If the Company determines that your use of any Link is not in compliance with the terms of this Agreement, it may take measures as to render such Links inoperative. You may not advertise the Sites in any way not approved in advance by the Company in writing.
   6. 3.6 If the Company requests any change to your use and positioning of the Links and/or Licensed Materials or cease using the Links and/or Licensed Materials, you must promptly comply with that request.
   7. 3.7 In addition to your use of Links, from time to time you may promote the Sites by publishing bonus codes for special offers / promotions, subject to having received the prior written consent of the Company. You may only publish bonus codes in accordance with the guidelines provided by the Company and/or any Group Company.
   8. 3.8 Save for use of the Links and publication of bonus codes in accordance with the terms of this Agreement, you may not advertise the Sites in any other way.
   9. 3.9 If you submit a request to the Company to advertise the Sites in any way other than through use of the Links any failure or delay in responding to a request by the Company does not constitute consent from the Company to your request.
   10. 3.10 You may not market or promote the Sites or use any of the Licensed Materials on any website, software, application or portal in any way which infringes the Intellectual Property Rights of any third party, the Company or the Group Companies.
   11. 3.11 You may not market the Sites in any way which might, in the Company's opinion, compete with the marketing efforts of the Company or any Group Company, unless you have received prior written approval from the Company. For the avoidance of doubt, the following activities will always be considered to compete with the Company's and/or Group Companies' marketing efforts and are prohibited hereunder: (i) the placement of Links on any internet sites on which the Company or Group Company places advertisements for the Sites; and (ii) the promotion of the Sites by way of keyword advertising with internet search engines.
   12. 3.12 You shall only market and promote the Sites in Germany in accordance with this Agreement.
   13. 3.13 In relation to pay-per-click advertising ("PPC") and keyword bidding, you must not advertise or purchase or register search engine ads, keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to any of the Company's or its Group Companies’ trademarks or trade names from time to time. This includes "888", "Mr Green" and any words similar to the name/domain name of the Sites and any other websites or applications owned and/or operated by the Company or any Group Company. In addition, you shall not include metatag keywords in PPC advertising which are identical or similar to any 888 trademarks or trade names from time to time or otherwise include the word "888", "Mr Green" or any word similar to the name/domain name of the Sites or any other websites or applications owned and/or operated by the Company or any Group Company.
   14. 3.14 You will immediately comply with all of the instructions of the Company’s and/or any Group Company, which may be notified to you from time to time regarding the use and placement of the Links, Licensed Materials and bonus codes, and your marketing of the Sites in general.
   15. 3.15 You must never use the Links or the Licensed Materials or advertise the Sites on any social media platform or site which includes without limitation Facebook, Instagram, Twitter, Twitch, TikTok, YouTube and/or Snapchat.
   16. 3.16 You must not market or promote the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggest or apply peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggest gambling is a “rite of passage".
   17. 3.17 If you breach any of the provisions in this clause 3 in any way and at any time, the Company may: (i) terminate this Agreement immediately; and (ii) retain any CPA Commission otherwise payable to you under this Agreement and will no longer be liable to pay such CPA Commission to you.
   18. 3.18 We may at any time disable any Link and/or Licensed Materials.

4. 4 Leads and Money Players

   1. 4.1 With respect to CPA Commission, a "Lead" is a distinct internet user who, during the term of this Agreement: (i) accesses one of the Sites directly through a Link which is published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement; and (ii) then registers a new user account with that Site; and (iii) deposits to that account an amount at least equal to the minimum deposit limit required with that Site within 90 days of registering with such Site ("Deposit Period"). We may agree with you by email to amend the Deposit Period with regards to a specific Site or across all Sites.
   2. 4.2 With respect to a CPA Commission, a "Money Player" is an internet user that qualifies as a Lead in accordance with clause ‎4.1, and in addition: (i) is promptly verified and approved by the Company or any Group Company in accordance with all applicable regulatory requirements (including any applicable age or ID verification); and (ii) meets any other qualification criteria determined by the Company or its Group Companies, that may differ per Site, which is based on the minimum deposit that such person makes into their account with the relevant Site, the minimum points accumulated by such person with the relevant Site and/or the minimum number of bets made by such person on the relevant Site.
   3. 4.3 Neither you nor any of your relatives (or where the person entering into this Agreement is a legal entity, neither the directors, officers nor employees of such company or the relatives of such individuals) are eligible to become Leads or Money Players. Should you or any of your relatives attempt to do so the Company may terminate this Agreement and retain all CPA Commissions otherwise payable to you. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
   4. 4.4 The number of Leads per individual household computer, tablet device and mobile device is strictly limited to one.
   5. 4.5 You acknowledge and accept that the Company’s calculation of the number of Money Players shall be the sole and authoritative measurement and shall not be open to review or appeal. The Company shall notify you of the number of Money Players through the Uffiliates Information Site. It should be noted that the Uffiliates Information Site is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including calculation of CPA Commission as it is provided on a dynamic basis. In case of discrepancy between the data provided through the Uffiliates Information Site and the Company's records, the Company's records shall have priority.
   6. 4.6 To ensure accurate tracking, reporting and CPA Commission accrual, you are responsible for ensuring that the Links between your Affiliate Websites and the Sites are properly formatted throughout the term of this Agreement.

5. 5 CPA Commission

   1. 5.1 The amount of CPA Commission payable to you under this Agreement must explicitly be confirmed by the Company or its Group Companies to the Affiliate by email (the "CPA Commission Confirmation"). Furthermore, the Company shall not be liable to pay the Affiliate any CPA Commission until the Affiliate has received the CPA Commission Confirmation and the Marketing Consent. For the purposes of clarification, the default commission amount made available to you by the Company through your affiliate account with the Uffilates Scheme, shall not apply to your marketing and promotion of the Sites.
   2. 5.2 For the avoidance of doubt, the Company shall be under no obligation to pay any CPA Commission with respect to Money Players who are at any time blocked or suspended by the Company for any reason (including for reasons of fraud or any failure to validate the end-user account).
   3. 5.3 You acknowledge and agree that a different payment scheme may apply to other affiliates who are already being paid by the Company in accordance with an older or alternative payment scheme or in other particular cases as determined at the Company's sole discretion from time to time.
   4. 5.4 You shall be solely liable for any tax, charge or levy imposed on you in respect of your receipt of any sum due and payable under this Agreement by the relevant authority and all amounts due and payable by the Company to you hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and the Company shall be under no obligation to increase such payment in the event such tax becomes applicable.
      
      Without derogating from the foregoing, the Company shall be entitled to deduct and withhold from any CPA Commission payments due to you, and to pay over to the relevant tax authorities, any amount on account of taxes, in accordance with its obligations under Applicable Laws. Any such amount deducted and withheld by the Company shall be deemed paid to you for all purposes hereunder.
   5. 5.5 In consideration of your provision of the marketing services in accordance with the terms of this Agreement, the Company shall pay you the CPA Commission on a monthly basis, within approximately 30 days after the end of each calendar month. Payments of CPA Commission shall be made directly to you as per your preferred payment method and to the account detailed by you as part of your application process (the "Payment Account"). It is your responsibility to ensure that the details provided by you are both accurate and complete and the Company will have no obligation whatsoever to verify the accuracy and completeness of such details. In the event that you provide the Company with incorrect or incomplete details or you have failed to update your details and as a result your CPA Commission is paid to an incorrect Payment Account, the Company shall cease to be liable to you for any such CPA Commission. Without derogating from the foregoing, if the Company is not able to transfer the CPA Commission to you, the Company reserves the right to deduct from the CPA Commission a reasonable amount to reflect the required investigation and additional work including without limitation the administrative burden created by your having provided incorrect or incomplete details. Should the Company not be able to transfer any CPA Commission to you for 6 consecutive months as a result of any incomplete or incorrect details of your Payment Account, or for any other reason beyond the control of the Company, the Company reserves the right to withhold any such CPA Commission and will no longer be liable to pay such CPA Commission.
   6. 5.6 The Company reserves the right to request that you provide the Company with written documentation (such as for example a current bank statement with respect to payment to a bank account) verifying all your beneficiaries and details of your Payment Account at any time, including without limitation upon registration, to comply with the Company’s policies with regards to its legal and regulatory obligations and/or when you make any change to your Payment Account. The Company is not obliged to make any payments until verification is completed to its satisfaction. If the Company believes at its sole discretion that you have failed to provide it with such verification, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any CPA Commission which has accrued to your benefit up until such time or thereafter.
   7. 5.7 The Company reserves the right to take action against you and/or your Money Players should you or any Links used by you or Money Players show patterns of manipulating and/or abusing the Uffiliates Scheme in any way whatsoever. If the Company determines that such conduct is being undertaken, it may withhold and keep any CPA Commission payments which would have otherwise been payable to you under this Agreement and terminate this Agreement with immediate effect.
   8. 5.8 The Company shall be entitled to set-off from the amount of CPA Commission to be paid to you any associated costs related to the transfer of such CPA Commission.
   9. 5.9 If the CPA Commission to be paid to you in any calendar month is less than $250 (the "Minimum Amount"), the Company shall not be obliged to make the payment to you and may postpone payment of this amount and combine this with a payment for a subsequent month(s) until such time as the total CPA Commission is equal to or greater than the Minimum Amount.
   10. 5.10 The Company reserves the right to reduce your CPA Commission relating to a specific Site in the event that you fail to generate any Leads on such Site or through an account associated with such Site, for any three (3) consecutive calendar months.
   11. 5.11 The Company retains the right to review your activity under this Agreement for possible fraud, whether such fraud is on your part, the part of a Lead or Money Player, or the part of a Sub-Affiliate. Any review period will not exceed 180 days. During this review period, the Company shall have the right to withhold any CPA Commission otherwise payable to you. Any incidence of fraud on your part (or the part of a Lead, Money Player or Sub-Affiliate) constitutes a breach of this Agreement by you and the Company retains the right to terminate this Agreement immediately and retain all CPA Commission otherwise payable to you and will no longer be liable to pay such CPA Commission to you. The Company also retains the right to set-off from future CPA Commissions payable to you any amounts already received by you which can be shown to have been generated by fraud.
   12. 5.12 For the purpose of this Agreement and by way of example only, the term "fraud" shall include, but shall not be limited to: (i) the encouragement by you or a third party of bonus abuse on the part of the Money Players; (ii) a chargeback executed by a Money Player in relation to their initial deposit; (iii) collusion on the part of the Money Player with any other player on the Sites or any website and/or application owned and/or operated by the Group Companies; (iv) the opening of an account in breach of the terms of this Agreement; (v) the offering or providing by you or any third party of any unauthorised incentives (financial or otherwise), including without limitation "rake back", to potential or existing Money Players; (vi) creating or using a single Link intended to be used by a single Lead; (vii) any use by you or a potential Money Player or a Money Player of any software program, robot or external aid, which is endowed with artificial intelligence, to play real money games on the Sites; and (viii) any other act by you or by a Money Player which is reasonably understood to have been committed in bad faith against the Company or its Group Company regardless of whether or not such action has resulted in any type of harm or damage to the Company or its Group Company. In the event of a suspected "rake back" activity on your part (based for example, on the detection of numerous Affiliate serials with only one or very few accounts on each), the Company shall have the right to immediately block your account and you shall forfeit any past and future CPA Commissions which have accrued to your benefit.
   13. 5.13 Your affiliate account is solely for your benefit. You shall not allow any third party to use your account, password or identity to access or use the Uffiliates Scheme and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform the Company immediately if you suspect that your account is being misused by a third party and/or any third party has access to your account username or password. For the avoidance of doubt, the Company shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefrom.
   14. 5.14 The Company reserves the right, at its sole discretion, to immediately cease any or all marketing efforts in certain jurisdictions and you shall immediately cease marketing to persons in such jurisdictions. The Company will not be liable to pay you any CPA Commission which would have otherwise been payable to you under this Agreement in respect of such jurisdictions.
   15. 5.15 Without derogating from clause 5.14, the Company reserves the right, at its sole discretion, to immediately cease paying you CPA Commission with respect to Money Players generated by you from a specific jurisdiction and you shall immediately cease marketing to persons in such jurisdiction.
   16. 5.16 From the date that the Company or any Group Company ceases to own and/or operate any Site, the Company shall cease to be liable to pay you any CPA Commission generated by Money Players with respect to such Site and you shall immediately cease to use the Links and Licensed Materials related to such Site.

6. 6 Intellectual Property

   1. 6.1 If you are accepted on to the Uffiliates Scheme and subject to the Marketing Consent and the CPA Commission Confirmation, the Company will grant you a non-transferable, non-exclusive, non-sublicensable, limited, revocable licence to place the Links on your Affiliate Websites during the term of this Agreement, and solely in connection with the Links, to use the Company's and its Group Companies and their licensors' logos, trade names, trademarks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Sites.
   2. 6.2 You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever.
   3. 6.3 You may not use any Licensed Materials for any purpose whatsoever other than promoting the Sites, and in any event, you may not use the Licensed Materials without first submitting a sample of your proposed use to the Company and receiving its prior written consent to such use.
   4. 6.4 You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Company or any third party negatively.
   5. 6.5 The Company, its Group Companies and their licensors own all of the Intellectual Property Rights in the Licensed Materials and Links, and you hereby irrevocably assign to the Company all present and future Intellectual Property Rights and other rights relating the Licensed Materials and Links, and will execute any and all such documents as may be necessary to transfer and/or assign to the Company any such rights.
   6. 6.6 The Company may revoke your licence to use the Licensed Materials and Links at any time by written notice to you, whereupon you must immediately destroy or deliver up to the Company all such materials as are in your possession. You acknowledge that, except for the licence which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned licence shall terminate upon the termination of this Agreement.

7. 7 Obligations Regarding Your Affiliate Websites and Marketing Materials

   1. 7.1 You will be solely responsible for the technical operation of your Affiliate Websites and the accuracy and appropriateness of materials posted on your Affiliate Websites.
   2. 7.2 You agree that your Affiliate Websites will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof or any websites and/or applications of the Group Companies), nor will you create the impression that any of your Affiliate Websites are any of the Sites (or any part thereof or the websites and/or applications of any of the Group Companies) or are owned and/or operated by the Company or any of the Group Companies.
   3. 7.3 Other than use of the Links, you agree that none of your Affiliate Websites will contain any content of the Sites or the websites and/or applications of any of the Group Companies or any materials which are proprietary to the Company or its Group Companies, except with the Company's prior written permission. In particular, you are not permitted to register a domain name that includes, incorporates or consists of the Company's or its Group Companies' trademarks or any domain name that is confusingly or materially similar to such trademarks.
   4. 7.4 Upon entering into this Agreement and as a continuing obligation, you will inform the Company of any domain names you own which are in breach of the foregoing. Once the Company becomes aware that you have registered such a domain name you will be informed and required to transfer the domain name to the Company or an entity nominated by the Company, forthwith and free of charge. YOUR OBLIGATION TO TRANSFER DOMAIN NAMES REGISTERED IN BREACH OF THIS CLAUSE EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. The Company may, in its sole discretion, withhold all CPA Commission that may be due to you until the domain name is transferred.
   5. 7.5 Notwithstanding anything to the contrary in this Agreement, you must never promote the Sites by any form of sent communications, which includes but is not limited to email, SMS, WhatsApp, fax and/or post (collectively "Prohibited Practices").
   6. 7.6 Without derogating from clause 7.5, you will not use any unsolicited or spam messages to promote the Sites or any websites owned or operated by any of the Group Companies.
   7. 7.7 If the Company receives a complaint that you have been engaging in any Prohibited Practices and/or sending spam messages or unsolicited messages, you hereby agree that it may provide to the party making the complaint any details required for the complaining party to contact you directly in order for you to resolve the complaint. The details which the Company may provide to the party making the complaint, may include your name, email address, postal address and telephone number. You hereby warrant and undertake that you will immediately cease engaging in Prohibited Practices and/or sending spam messages (as applicable) and make every effort to resolve the complaint. In addition, the Company reserves all of its rights in this matter including without limitation the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and to set off or charge you for all claims, damages, expenses, costs, or fines incurred or suffered by the Company or any Group Companies in relation to this matter. Furthermore, in the event we terminate the Agreement under this clause 7.7, we shall withhold any Commission otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you. Nothing stated or omitted herein shall in any manner prejudice any such rights.
   8. 7.8 You undertake to immediately comply with all instructions and guidelines provided by the Company, any Group Company or published on the Uffiliate Information Site in relation to your activities in marketing and promoting the Sites including, without limitation, any instruction received from the Company requesting you to post on the Affiliate Websites information regarding new features and promotions on the Sites. If you are in breach of the foregoing, the Company may terminate this Agreement and your participation in the Uffiliates Scheme immediately and/or withhold any CPA Commission otherwise owed to you and shall no longer be liable to pay such CPA Commission to you.
   9. 7.9 You will ensure that your Affiliate Websites and any related marketing materials or communications comply with all Applicable Laws. In addition you will ensure that your Affiliate Websites and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats and do not infringe any right of any third party, including Intellectual Property Rights, whether directly or indirectly.
   10. 7.10 You hereby acknowledge that your conduct as an Affiliate has the potential to cause substantial damage to the Company's and the Sites' reputation and goodwill, and you undertake at all times to consider the goodwill and reputation of the Company and the Sites and to act in an appropriate manner.
   11. 7.11 You shall provide such information to the Company (and co-operate with all requests and investigations) as the Company may reasonably require in order for the Company or any Group Company to satisfy any information reporting, disclosure and other related obligations to any Regulator from time to time, and shall co-operate with all such Regulators directly or through the Company, as required by the Company.
   12. 7.12 At all times during the term, and in particular when marketing the Sites, you agree to comply with all Applicable Laws.
   13. 7.13 Without prejudice to the generality of the foregoing, in advertising the Sites, you agree to:
       1. (i) ensure that any advertisement, incentive or reward scheme under which an internet user is offered money, goods or any other advantage, clearly sets out all significant terms, conditions, limitations and qualifications subject to which the benefit is being offered. These must be displayed on the advert itself, or (if significant time or space restrictions preclude such presentation, e.g. on a banner ad), the applicable terms, conditions, qualifications and limitations must be immediately and prominently visible one click away from the relevant advert above the fold;
       2. (ii) seek the Company's guidance if you are unsure as to whether the advertising of a Site by you is in compliance with Applicable Laws and/or any the advertising-related license conditions of 888 Germany Limited's German gambling licenses. Any failure or delay in responding to you does not constitute consent from the Company;
       3. (iii) only use the Links and Licensed Materials provided to you directly by the Company that are available via the Uffiliate Information Site;
       4. (iv) only use the Links and Licensed Materials to link to the Sites and to not link directly to registration or download pages;
       5. (v) not excessively/aggressively advertise between 6am - 9pm German time, the Sites relating to Mr Green, 888.de, 888poker and 888slots, except by providing general information about the respective brands and offerings;
       6. (vi) not use the terms 'casino', 'casino games' or any related term in advertising the Sites;
       7. (vii) not advertise sports bets immediately before or during the live broadcast of a sports event, insofar as the advertised offer is a bet on such specific sports event;
       8. (viii) not to advertise sports bets on the specific sports event during the half-time break or interval of a live broadcast, or in the form of commercial breaks during live coverage;
       9. (ix) not advertise the Site 888sport.de through the use active athletes or sports officials;
       10. (x) without derogating from clause 3.15, not advertise the Sites through the use of influencers or live streamers who film their gambling activity;
       11. (xi) not combine advertising for sports betting on a specific sporting event with live scores of that sporting event;
       12. (xii) ensure that only gambling operators and their websites and/or applications that are licensed under Applicable Laws in Germany and therefore are listed in the white list of the Joint Supervisory Authority of the German federal states (GGL) (located at https://www.gluecksspiel-behoerde.de/de/erlaubnisfaehigesgluecksspiel/whitelist) are advertised on the Affiliate Websites advertising the Sites;
       13. (xiii) visibly display to end users on the Affiliate Websites that you receive consideration from the respective gambling operator for the referral of players;
       14. (xiv) include a visible reference to the so-called white list of the Joint Supervisory Authority of the German federal states (GGL) on the Affiliate Websites;
       15. (xv) ensure that free demo games offered on the Sites are not advertised on the Affiliate Websites.
   14. 7.14 In the event that you breach any of the clauses 7.1 to 7.13 (inclusive), in any way and at any time the Company may: (i) terminate this Agreement immediately; and (ii) retain any CPA Commission otherwise payable to you under this Agreement and will no longer be liable to pay such CPA Commission to you.

8. 8 Term

   1. 8.1 The term of this Agreement shall commence upon your acceptance of the terms and conditions of this Agreement as set out above, and will continue in force until terminated in accordance with its terms by either party.
   2. 8.2 At any time, either party may immediately terminate this Agreement, with or without cause, by giving the other party written notice of termination (via fax or e-mail).
   3. 8.3 In the event that you do not log into your account for 90 consecutive days, we may terminate this Agreement without notice to you (if applicable).
   4. 8.4 If applicable, following termination of this Agreement, the Company may withhold the final payment of any CPA Commission otherwise payable to you for a reasonable time to ensure that the correct amount of CPA Commission is paid.
   5. 8.5 Without derogating from any other provision in this Agreement, the Company may terminate this Agreement on written notice to you in the event that: (i) you carry out any action which the Company reasonably believes will expose the Company or any Group Company to regulatory repercussions in any jurisdiction; (ii) the Company reasonably believes that you have breached Applicable Laws or any advertising-related license conditions of 888 Germany's German gambling licenses and/or (iii) the Company or any Group Company is ordered or required by a Regulator, to terminate its relationship with you. In such event, the Company may retain any CPA Commission otherwise payable to you under this Agreement and will no longer be liable to pay any CPA Commission to you.
   6. 8.6 Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Websites, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by the Company and/or provided by or on behalf of the Company to you pursuant to this Agreement or in connection with the Uffiliates Scheme. If applicable, following the termination of this Agreement and the Company's payment to you of all CPA Commissions due at such time of termination, the Company shall have no obligation to make any further payments to you.

9. 9 Sub-Affiliates

   You may introduce potential Sub-Affiliates to the Company and receive additional commission in accordance with the Sub-Affiliate Terms and Conditions set out below.

10. 10 Modification

    1. 10.1 The Company may modify any of the terms and conditions contained in this Agreement, at any time at its sole discretion. You agree that posting a change of terms notice or a new agreement on the Uffiliates Information Site is considered sufficient provision of notice and such modifications shall be effective as of the date of posting.
    2. 10.2 Modifications may include, but are not limited to, changes to the list of the Sites, the scope of available Commission fees or schedules and payment procedures. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Uffiliates Scheme following the posting of a change notice or new agreement on the Uffiliates Information Site will constitute binding acceptance by you of the change. Due to the above, you should frequently visit the Uffiliates Information Site and review the terms and conditions of this Agreement.

11. 11 Limitation of Liability

    1. 11.1 Nothing in this clause shall exclude or limit either party’s liability for death or personal injury resulting from such party’s gross negligence or for fraud, fraudulent misstatement or fraudulent misrepresentation.
    2. 11.2 The Company shall not be liable (in contract, tort (including negligence) or for breach of statutory duty or in any other way) for any:
       1. (i) actual or expected indirect, special or consequential loss or damage;
       2. (ii) loss of opportunity or loss of anticipated savings;
       3. (iii) loss of contracts, business, profits or revenues;
       4. (iv) loss of goodwill or reputation; or
       5. (v) loss of data.
    3. 11.3 The Company's aggregate liability in respect of any loss or damage suffered by you and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the total CPA Commission paid or payable to you under this Agreement.
    4. 11.4 You acknowledge and agree that the limitations contained in this clause 11 are reasonable in the circumstances and that you have taken independent legal advice regarding the same.

12. 12 Relationship of Parties

    You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

13. 13 Disclaimers

    1. 13.1 THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE UFFILIATES SCHEME OR THE UFFILIATES INFORMATION SITE (INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, THE COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITES OR THE UFFILIATES INFORMATION SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
    2. 13.2 THE COMPANY IS ACTING AS A SUBCONTRACTOR OF 888 GERMANY LIMITED FOR THE PURPOSES OF THIS AGREEMENT. THE AFFILIATE HEREBY ACKNOWLEDGES AND AGREES THAT 888 GERMANY LIMITED IS NOT A PARTY TO THIS AGREEMENT AND THAT THIS AGREEMENT CREATES NO OBLIGATIONS WHATSOEVER ON 888 GERMANY LIMITED.
    3. 13.3 WITHOUT DEROGATING FROM CLAUSE 13.2, THE AFFILIATE HEREBY ACKNOWLEDGES AND AGREES THAT THE AFFILIATE: (I) SHALL NOT BRING ANY CLAIM, SUIT, ACTION OR PROCEEDING OR ANYTHING ANALOGOUS THERETO AGAINST 888 GERMANY LIMITED WITH REGARDS TO ANY DISPUTE OR DIFFERENCE CONCERNING THIS AGREEMENT AND ANY MATTER ARISING THEREFROM; AND/OR (II) WAIVES ANY AND ALL CLAIMS, SUITS, ACTIONS OR PROCEEDINGS OR ANYTHING ANALOGOUS THERETO AGAINST 888 GERMANY LIMITED THAT THE AFFILIATE MAY HAVE WITH REGARDS TO ANY DISPUTE OR DIFFERENCE CONCERNING THIS AGREEMENT AND ANY MATTER ARISING THEREFROM.

14. 14 Representations and Warranties

    1. 14.1 You hereby represent and warrant to the Company that:
       1. (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with their terms;
       2. (ii) all the information provided by you in your Application is true and accurate;
       3. (iii) your entering into, and performance of your obligations under, this agreement will not conflict with or violate the provisions of any agreement to which you are party or breach Applicable Laws;
       4. (iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable Regulator) required to enter this Agreement, participate in the Uffiliate Scheme or receive payment under this Agreement;
       5. (v) if you are an individual rather than a legal entity, you are an adult of at least 18 years of age;
       6. (vi) as at the date of entering into this Agreement you have not registered any domain names in breach of clause 7.4; and
       7. (vii) you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any Applicable Laws.

15. 15 Confidentiality

    1. 15.1 The Company and/or our Group Companies may disclose Confidential Information to you as a result of your participation as an affiliate within the Uffiliates Scheme.
    2. 15.2 You may not disclose any Confidential Information to any other person. Notwithstanding the foregoing, you may disclose Confidential Information to the extent: (i) required by law; or (ii) the information has come into the public domain through no fault of your own.
    3. 15.3 You shall not make any public announcement with respect to any aspect of this Agreement or your relationship with the Company without the prior written approval of the Company.
    4. 15.4 Without derogating from clause 15.3, during the term of the Agreement and thereafter, you shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to the Company, the Group Companies, the Sites or the Uffiliates Scheme.

16. 16 Indemnification

    You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, Group Companies, successors and assigns (the "Indemnified Parties"), from and against any and all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, any of the Indemnified Parties, as a result of or in connection with:
    1. (i) any alleged or actual infringement of any third party's Intellectual Property Rights or other rights arising out of use or supply of the services provided by you under this Agreement;
    2. (ii) any breach by you of this Agreement;
    3. (iii) any claim related to your use of the Links or Licensed Materials or promotion of the Sites;
    4. (iv) any breach by you of any of the representations or warranties made by you under this Agreement;
    5. (v) the development, operation, maintenance, and contents of your Affiliate Websites or any materials, products or services linked to therein; and/or
    6. (vi) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Websites.

17. 17 Anti-Bribery and Corruption

    1. 17.1 The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its affiliates and business partners comply with all Applicable Laws and accord to the highest principles of corporate ethics.
    2. 17.2 In submitting an Application for enrolment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all Applicable Laws relating to anti-bribery and corruption and shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, CPA Commissions, Sub-Affiliates or otherwise.
    3. 17.3 The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause ‎17 and withhold any CPA Commission otherwise payable to you under this Agreement and will no longer be liable to pay such CPA Commission to you.

18. 18 Anti-Modern Slavery

    1. 18.1 You confirm that you do not engage in slavery, servitude, forced labour, human trafficking or child labour (all as defined in the UK Modern Slavery Act 2015 (the "Act") and collectively to be referred to as "Modern Slavery").
    2. 18.2 You undertake to comply with applicable local labour regulations, including but not limited to, legally required working conditions, hours and minimum wage requirements. You also must ensure that all your employees and contractors undergo working age, identity and right to work checks, before being offered a contract with your business.
    3. 18.3 You must have reasonable measures in place to ensure these standards are also adhered to by your suppliers and you must not knowingly engage with suppliers who breach these standards.
    4. 18.4 If you believe or suspect that you have breached the policy you will raise this with your usual 888 contact person at the earliest possible stage. If you do not have a usual 888 contact person or if you feel that we have not adequately addressed your concerns, you should send them in writing to 888's Company Secretary at corporate.secretary@888holdings.com.
    5. 18.5 The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 18 and withhold any CPA Commission otherwise payable to you under this Agreement and will no longer be liable to pay such CPA Commission to you.

19. 19 Entire Agreement

    The provisions contained in this Agreement and your Application constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this Agreement or the Application shall be valid or binding between the parties.

20. 19.1 Independent Investigation

    You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all of its terms and conditions. You have independently evaluated the desirability of participating in the Uffiliates Scheme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

21. 20 General

    1. 20.1 This Agreement and any matters relating hereto shall be governed by, and construed in accordance with the laws of Gibraltar. The courts of Gibraltar will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions contemplated thereby.
    2. 20.2 Without derogating from the rights of the Company under this Agreement and/or by law, the Company may set off any amount which you owe to it pursuant to this Agreement and/or by law from any sum that you are entitled to receive from the Company, from whatever source.
    3. 20.3 You may not assign this Agreement, by operation of law or otherwise, without the Company's express prior written consent. Subject to the foregoing restriction, this Agreement will be binding on and inure to the benefit of, and be enforceable by the parties and their respective successors and assigns. You may not sub-contract or enter into any arrangement whereby another person is to perform any or all of your obligations under this Agreement.
    4. 20.4 The Company's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
    5. 20.5 The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any Group Company, or (ii) to any entity in the event of a merger, sale of assets or other similar corporate transaction in which the Company may be involved in. The Company will notify you of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on http://affiliates.888.com/.
    6. 20.6 Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a court of competent jurisdiction, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
    7. 20.7 Other than the Group Companies, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
    8. 20.8 Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    9. 20.9 In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa.
    10. 20.10 Any provisions hereof which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose. Without derogating from the generality of the foregoing, clauses ‎8.6, 11, ‎13, 15, ‎16, ‎21 and ‎22 survive termination of the Agreement.

22. 21 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.

Sub-Affiliates Terms and Conditions

The following terms and conditions shall govern the agreement between you and the Company in respect of Sub-Affiliates. Capitalised terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement set out above. All the other terms and conditions of the Agreement shall remain unchanged and shall continue to be in full force and effect.

1. 1 Introduction

   1. 1.1 You may introduce potential Sub-Affiliates to the Company via the "Introduce a Sub-Affiliate" link located on the Uffiliates Information Site. Potential Sub-Affiliates will be required to complete and submit an Application. The Company will evaluate the Sub-Affiliate application and reserves the right at its sole discretion to accept or reject such Application.

2. 2 Sub-Affiliate Agreement

   1. 2.1 As a condition of the Company's acceptance of a Sub-Affiliate to the Uffiliates Scheme, each Sub-Affiliate will be required to accept the terms and conditions of the Agreement, as set out above.

3. 3 Sub-Affiliate Commissions

   1. 3.1 Sub-Affiliates will receive commission from the Company in accordance with the commission scheme as agreed between such sub-affiliate and the Company. You shall be entitled to receive additional commission from the Company in relation to commissions received by the Sub-Affiliates introduced by you (a "Sub-Affiliate Commission"). The Sub-Affiliate Commission received by you shall be linked to the commission scheme agreed between such sub-affiliate and the Company and shall not be determined by the commission scheme of your choice. The Sub-Affiliate Commissions shall be as set out on http://affiliates.888.com/en/commissions/sub-affiliates.htm.
   2. 3.2 Notwithstanding the foregoing, if you cease to generate new Leads for more than a month, the Company may withhold and retain any Sub-Affiliate Commission from your account without notice. In addition, if any of your Sub-Affiliates fail to generate new Leads for over 3 months the Company shall be entitled to disconnect such Sub-Affiliate from your account at its sole discretion and shall no longer be liable to you for any Sub-Affiliate Commission.
   3. 3.3 For the avoidance of doubt, you shall not receive any commission for sub-affiliates introduced by the Sub-Affiliate to the Company.

4. 4 Restrictions

   1. 4.1 In relation to Sub-Affiliates you are strictly prohibited from doing any of the following: (i) introducing yourself or a relative (as defined in clause ‎4.3 of the Agreement) as a Sub-Affiliate, (ii) offering or providing a Sub-Affiliate or potential Sub-Affiliate any incentive (financial or otherwise) to act as or become a Sub-Affiliate, (iii) attempting to use the Sub-Affiliate scheme in any way whatsoever in bad faith against the Company. If the Company determines in its sole discretion that you have attempted any of the foregoing, the Company may: (i) immediately block your account; and (ii) retain any Commission and/or Sub-Affiliate Commission otherwise payable to you and will no longer be liable to pay such Commission and/or Sub-Affiliate Commission to you.

5. 5 Modification

   1. 5.1 The Company may modify any of the terms and conditions contained herein, at any time and at its sole discretion.

Affiliate Spain Agreement

1. Uffiliates Application and Enrollment

   1. To become an affiliate within the Uffiliates Scheme, you will have to submit a completed Uffiliates application, made available on http://affiliates.888.com/ (the "Uffiliates Information Site"). We will evaluate your application and, provided that your application is acceptable, notify you of your acceptance to the Uffiliates Scheme. We shall have the right at our sole discretion to reject your application to the Uffiliates Scheme at any time.
   2. We may reject your application or terminate this Agreement with immediate effect, if we determine, in our sole discretion, that your marketing methods (including websites, emails, applications, all as indicated in your application) (collectively the "Affiliate Websites") are not suitable for any reason, including, but not limited to, inclusion of content on your Affiliate Websites that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues, or (v) any unlawful behavior or conduct.
      
      Similarly, we shall reject your application or terminate this Agreement if we determine, in our sole discretion, that any of your Affiliate Websites are designed to appeal to minors.
      
   3. The Company is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard. Therefore, we shall reject your application or immediately terminate this Agreement if we deem, at our sole discretion, that any of your Affiliate Websites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware.
   4. The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption (the "Anti Bribery and Corruption Policy"), to ensure that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, in submitting an application for enrollment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all applicable laws related to the fight against bribery and corruption and shall not offer, promise, give, authorize, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates (each as defined below) or otherwise. We shall reject your application or immediately terminate this Agreement if we determine, in our sole discretion, that any of your activities do not fully comply with our Anti Bribery and Corruption Policy.
      
      
   5. You shall have no right to appeal any decision by the Company to reject your application.
   6. The Company reserves the right to perform background checks on you and request any relevant documentation, for any reason, including (but not limited to) any investigation into your identity, personal history, registration details, such as name, address and age and your financial transactions and financial standing.
      The Company is under no obligation to advise you that such investigation is taking place. Such activities may include the use of specific third party companies, who perform the investigations as required. The Company may decide at its sole discretion to terminate this Agreement on the basis that such an investigation provides a negative or uncertain conclusion.
      The documents requested by us shall typically include an identity card, certificate of incorporation or anything analogous thereto and proof of address. If deemed necessary, the Company may request that the said document copies are notarized by a Public Notary. In the event our requests for documents are not completed or if we suspect that they have been tampered with, or are in any way provided to mislead or misrepresent – we shall be under no obligation to accept such documents as valid and we may: (i) withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you; and (ii) terminate this Agreement with immediate effect.
   7. You should also read our Privacy Policy carefully, which sets out how we collect and use the personal information which you provide us with.
   8. Each party shall comply with the Data Protection Addendum.

2. Protection of Minors and Excluded Persons

   In accordance with the Spanish Gaming Act, persons under the age of 18 and excluded persons are not allowed to register with or play on the Sites. The Sites are not designed to attract children, adolescents or excluded persons and we take certain measures to block underage persons from registering with the Sites. Therefore, we shall reject your application if we determine, at our sole discretion, that any of your Affiliate Websites are designed to appeal to minors and/or excluded persons and, as such, are not suitable for the Uffiliates Scheme.

3. Setting Up Links and Promotions

   1. In the event of your acceptance as an affiliate, we will make available to you banner advertisements, button links, text links and other content as determined by the Company which will be associated with you on our system, all of which shall relate and link specifically to the Sites (collectively referred to hereinafter as the "Links"). You may display such Links on your Affiliate Websites, provided you abide by the terms and conditions of this Agreement and that you possess the legal right to use the Affiliate Websites in relation to the Uffiliate Scheme.
   2. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. If during the term of this Agreement you wish to place the Links on websites other than the Affiliate Websites you must request and receive the Company’s prior written permission for the placement of the Links on such alternative websites before placing any such Links (where permission is granted, such alternative websites shall then become Affiliate Websites for the purposes of this Agreement).
   3. You may not modify a Link, unless you have received prior written consent from the Company to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we may take such measures as to render such Links inoperative. You may not advertise the Sites in any way not approved in advance by the Company in writing.
   4. In addition to your use of Links you may promote the Sites by means of publication of bonus codes (each a "Promotion" and collectively the "Promotions"). Your activities in relation to a Promotion shall be strictly in accordance with applicable laws and regulations and the Company's and/or any Group Company's relevant guidelines as such shall exist and be amended from time to time. Your offering of a Promotion at any time shall be conditional on your receipt of prior written consent from the Company for the Promotion and in the event that you do not receive our consent in relation to a Promotion, you shall not be permitted to receive any Commissions generated on account of Money Players, as defined below, in relation to such unapproved Promotion.
      
      For the purposes of this Agreement "Group Company" or "Group Companies" shall mean any entity directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise.
   5. You shall only market or promote the Sites to persons located in Spain.
   6. You will not market or promote the Sites or use any of the Licensed Materials (as defined below) on any website, software, application or portal which infringes upon the intellectual property rights of any third party
   7. You shall refrain from marketing the Sites in any way which might compete with our own marketing efforts, unless you have received written approval from us in such regard. By way of example, only the following activities will be considered to be activities, which if undertaken by you, would compete with our own marketing efforts and are prohibited hereunder: (i) the placement of Links on any Internet sites on which we place advertisements for the Sites; and (ii) the promotion of the Sites by you by way of keyword advertising with Internet search engines.
   8. You must not market or promote the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggest or apply peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggest gambling is a “rite of passage”.
   9. Your breach of the foregoing provisions will constitute a breach of this Agreement, and the Company retains full authority to: (i) terminate this Agreement immediately in the event of such breach; and (ii) retain for its own account any Commission accrued to your benefit at such time and thereafter and the Company will no longer be liable to pay such Commission to you.
   10. In relation to PPC and keyword bidding it is hereby made clear that you may not advertise (make use in any search engine ads) or purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to any of the Company's or its Group Companies trademarks or trade names from time to time, which includes but is not limited to "888" or any word similar to the name of the Sites and all other sites or applications owned or operated by any Group Company (collectively the "Group Websites"). In addition you shall not include metatag keywords in PPC advertising which are identical or similar to any 888 trademarks or trade names from time to time or otherwise include the word "888".
   11. We may at any time disable any Link and/or the Licensed Materials.

4. Leads and Money Players

   1. With respect to revenue share trackers, a "Lead" shall mean a distinct Internet user who during the term of this Agreement accesses one of the Sites directly through a Link published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement, opens a new user account with such Site and makes the required minimum deposit. For clarification, an Internet user shall not qualify as a Lead if such user has previously deposited in any other user account with such Site.
      
      With respect to CPA trackers or hybrid trackers with a CPA component, a "Lead" is a distinct internet user who, during the term of this Agreement: (i) accesses one of the Sites directly through a Link which is published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement; and (ii) then registers a new user account with that Site; and (iii) deposits to that account an amount at least equal to the minimum deposit limit required with that Site within 90 days of registering with such Site ("Deposit Period"). We may agree with you by email to amend the Deposit Period with regards to a specific Site or across all Sites.
      
      Notwithstanding the foregoing, players who received a first money transfer into their account from a third party shall not be required to make a minimum deposit in their new user account prior to becoming a Lead (such players however shall not be counted for payments associated with CPA trackers or hybrid trackers and shall not contribute to any tranche associated with progressive revenue share schemes).
   2. A "Money Player" is a Lead who in addition has:
      
      
      1. For CPA trackers and CPA component in hybrid trackers: (i) been promptly verified and approved by the Company or its Group Companies in accordance with applicable regulatory requirements, including any applicable age or ID verification; and (ii) meets any other qualifications based on gaming activity which we or our Group Companies may add from time to time at our discretion.
      2. For Revenue Share trackers: plays on any of the Sites.
         
   3. Neither you nor any of your relatives (or where the person entering into this Agreement is a legal entity, neither the directors, officers nor employees of such company or the relatives of such individuals) are eligible to become Leads or Money Players. Should you or any of your relatives attempt to do so the Company may terminate this Agreement and retain all Commissions otherwise payable to you. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
      
   4. The number of Leads per individual household computer, tablet device and mobile device is strictly limited to one.
      
   5. The Company’s measurements and calculations in relation to the number of Money Players and the relevant Gross Revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of your Money Players and the relevant Gross Revenue figures available to you through the Uffiliates Information Site. It should be noted that the Uffiliates Information Site is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including any payment. Such data is provided on a dynamic basis and may change. In case of discrepancy between the data provided through the Uffiliates Information Site and the Company's records, the Company's records shall govern. To permit accurate tracking, reporting and Commission accrual, you must ensure that the Links between your Affiliate Websites and the Sites are properly formatted throughout the term of this Agreement.

5. Commissions

   1. The default commission scheme and the commission amount payable to you under this Agreement, shall be made available to you by the Company through your affiliate account with the Uffiliates Scheme as may be amended by the Company from time to time (without notice to you) (the “Commission”). The commission scheme and/or Commission may be modified in accordance with the terms of this Agreement or on the written agreement of the parties (for which email shall suffice).
      
      If the scheme that applies includes a revenue share component, you will receive the applicable share of Gross Revenue as such term is defined below and subject to the terms herein.
      
      "Gross Revenue" shall mean the total of all applicable Money Players’ contributions to poker table game rakes (calculated as detailed below) and poker tournament fees (excluding the prizes) plus the sum of such Money Players’ settled bets on non-poker games (excluding any contributions to progressive jackpots), less the winnings of such Money Players on non-poker games (other than cashed-out progressive jackpot winning amounts), less any credits, bonuses, bonus points or other promotional amounts given to such Money Players, less any Tournament Overlays (as defined below), less any returned transactions or any uncollected (or refunded) revenue attributable to such Money Players (including chargebacks, ‘preventative’ chargebacks or in settlement of any claims involving a Money Player), less any administration fees relating to the Uffiliates Scheme, less any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, and applicable Facebook fees) attributable to such Money Players, less any licensing fees, applicable gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over the Company and/or any Group Company.
      
      A Money Player's contribution to poker table game "rake" is calculated using the following formula: (A/B) x C
      
      where: "A" is the actual amount staked in "A" by the Money Player; "B" is the total bet of such hand; and "C" is the total "rake" of such hand.
      
      For example, if the Money Player’s stake is two US Dollars ($2.00) and the total bet in the hand is ten US Dollars ($10.00) and the "rake" of the hand in question is one US Dollar ($1.00), the Money Player's contribution to the rake will be twenty cents ($0.20).
      
      Notwithstanding the foregoing, the Company reserves the right to change the "rake" allocation model from time to time and may do so with respect to all Money Players, both existing and new.
      
      "Tournament Overlays" means the applicable portion as determined by the Company of the total sum of shortfalls (if any) between the guaranteed prize amount and the total prize pool collected from the participants of any guaranteed poker tournament (including free-rolls, network shared tournaments, and tournaments set up at the Affiliate’s request and agreed by the Company).
      
   2. For the avoidance of doubt, the Company shall be under no obligation to pay any Commission with respect to Money Players who are at any time blocked or suspended by the Company or by any Group Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, for the purposes of calculating Gross Revenue the Company may still deduct any or all charges or expenses attributable to blocked or suspended Money Players.
   3. Notwithstanding the foregoing, you acknowledge and agree that a different payment scheme may apply to other affiliates who are already being paid by the Company in accordance with an older or alternative payment scheme or in other particular cases as determined at the Company's sole discretion from time to time.
   4. Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component with respect to www.888poker.es and its related application, shall only be payable for a maximum period of 24 months from the date on which the applicable Internet user qualifies as a Lead on the relevant site and in any event only during the term of this Agreement.
   5. You hereby acknowledge and accept that all Commission amounts will be displayed by us in US Dollars but actually paid to you in Euros. All currency conversions executed by the Company for such purpose shall be in accordance with the average monthly exchange rate published on www.oanda.com at the time of conversion.
   6. You shall be solely liable for any tax, charge or levy imposed on you in respect of your receipt of any sum due and payable under this Agreement by the relevant authority and all amounts due and payable by the Company to you hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and the Company shall be under no obligation to increase such payment in the event such tax becomes applicable.
      
      Without derogating from the foregoing, the Company shall be entitled to deduct and withhold from any Commission payments due to you at present or in the future, and to pay over to the Spanish tax authorities, any amount on account of taxes, in accordance with its obligations under applicable law. Any such amount deducted and withheld by the Company shall be deemed paid to you for all purposes hereunder.
      
      With effect from 1 January 2020, you hereby agree, insofar as requested by the Company, to issue an invoice to the Company with respect to any Commission payment due to you. Without derogating from the foregoing, you hereby agree that the Company shall be authorized on your behalf to issue a self-invoice with respect to any Commission payment due to you, in its sole discretion.
      
      You hereby agree to provide the Company with any evidence reasonably required by the Company as to your place of residence for tax purposes as from 1 January 2020, including without limitation providing a tax residency certificate issued by the competent tax authority in your place of residence for tax purposes. Without derogating from the foregoing, you hereby agree that the Company shall be entitled to rely for tax purposes on any information, declaration and/or evidence you provide to the Company from time to time (including without limitation any information you provide when registering with the Uffiliates Scheme) as to your place of residence for tax purposes, you hereby undertake and agree that any such information, declaration and/or evidence shall be true and accurate, and you hereby undertake to update the Company, immediately with regard to any change in your place of residence for tax purposes, from time to time. Notwithstanding the foregoing, the Company shall be entitled to offset any withholdings from any amounts owed to you (whether in the present or in the future) if a valid tax residency certificate is not received by the Company.
   7. Subject to all other terms of this Agreement, all Commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each calendar month. Payments of Commissions shall be made directly to you as per your preferred payment method and to the account detailed by you as part of your application process (the "Payment Account"). It is your responsibility to ensure that the details provided by you are both accurate and complete and the Company will have no obligation whatsoever to verify the accuracy and completeness of such details. In the event that you provide the Company with incorrect or incomplete details or you have failed to update your details and as a result your Commission is paid to an incorrect Payment Account, the Company shall no longer be liable to you for any such Commission. Without derogating from the forgoing, if the Company is not able to transfer the Commissions to you, the Company 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. Should the Company not be able to transfer any Commission payment for 6 consecutive months as a result of any incomplete or incorrect details of your Payment Account or for any other reason beyond the control of the Company, the Company reserves the right to withhold any such Commission payments and will no longer be liable to pay such Commission.
   8. The Company reserves the right to request that you provide the Company with written documentation (such as for example a current bank statement with respect to payment to a bank account) verifying all your beneficiaries and details of your Payment Account at any time, including without limitation upon registration, to comply with the Company’s policies with regards to its legal and regulatory obligations and/or when any change is made relating to your Payment Account. The Company is not obligated to make any payments until verification is completed to its satisfaction. If the Company believes at its sole discretion that you have failed to provide it with such verification, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commissions which have accrued to your benefit at such time or thereafter.
   9. The Company reserves the right to take action against you and/or your Money Players that show patterns of manipulating the Uffiliates Scheme in any way whatsoever. If we determine at our sole discretion that such conduct is being practiced, we may withhold and keep any Commission payments accrued to the benefit of the Affiliate at such time and thereafter and terminate this Agreement with immediate effect.
   10. Where you earn your Commission in accordance with the revenue share schemes as set out above the Company will apply a negative balance carry-over policy (the "Policy"). The Policy consists of the following two rules : (i) in reaching the total Commission amount owed to you in a calendar month the Company shall calculate all Commissions, both positive and negative, generated by Money Players via our Sites; and (ii) in the event that at the conclusion of a calendar month the Commission generated by Money Players via our Sites is a negative amount, we shall apply such negative amount to the Commission calculation of the subsequent calendar months until such time as the negative balance has been fully set-off against future positive Commission amounts generated or any other payment payable to you by any Group Company or issue an invoice for such negative amount at our discretion.
   11. The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   12. The Company 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.
   13. In the event that the Commission to be paid to you in any calendar month is less than $250 (the "Minimum Amount"), the Company shall not be obligated to make the payment until such time as the Commission is equal to or greater than the Minimum Amount.
   14. The Company reserves the right to reduce your Commission relating to a specific Site in the event that you do not have any persons qualifying as Leads on such Site or through the account associated with such Site, in three (3) consecutive calendar months.
   15. The Company retains the right to review all Commissions for possible fraud, whether such fraud is on the part of the Money Player, on the part of a Sub-Affiliate, or on your part. In any period of time during which the Company reviews Commissions for possible fraud, such review period not to exceed 180 days, the Company shall have the right to withhold any Commission accrued in your favor, such Commissions not to be paid until such time as the review has been concluded. Any incidence of fraud on your part (or the part of a Lead, Money Player or Sub-Affiliate) constitutes a breach of this Agreement by you. In case of such breach, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commissions which have accrued to your benefit at such time in relation to same whether such Commissions were generated through fraud or otherwise. The Company also retains the right to set-off from future Commissions payable to you any amounts already received by you which can be shown to have been generated by fraud.
       
       For the purpose of this Agreement and by way of example only the term "fraud" shall include, but shall not be limited to: (i) the encouragement by you or a third party of bonus abuse on the part of the Money Players; (ii) a chargeback executed by a Money Player in relation to their initial deposit; (iii) collusion on the part of the Money Player with any other player on the Sites or Group Websites; (iv) the opening of an account in breach of the terms of this Agreement; (v) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise), including without limitation "rake back", to potential or existing Money Players; (vi) creating or using a single Link intended to be used by a single Lead; (vii) any use by you or a potential Money Player or a Money Player of any software program, robot or external aid, which is endowed with artificial intelligence, to play real money games on the Sites; and (viii) any other act by you or by a Money Player which is reasonably understood to have been committed in bad faith against the Company or its Group Company regardless of whether or not such action has resulted in any type of harm or damage to the Company or its Group Company. In the event of a suspected "rake back" activity on your part (based for example, on the detection of numerous Affiliate serials with only one or very few accounts on each), the Company shall have the right to immediately block your account and you shall forfeit any past and future Commissions which have accrued to your benefit.
   16. For the avoidance of doubt it is hereby stated by the Company and agreed by you that the Commissions which the Company shall pay to you shall relate solely to the casino, poker or sport products which you directly advertise via the Links. The Company shall have no obligation whatsoever in relation to future products or services provided to Money Players by the Company, any Group Company or their commercial partners. In addition the Company shall not be liable for any payment in respect of activity relating to any user account other than the user account registered in the particular Site promoted by you in which the respective user qualified as a Lead and Money Player, and subject always to the terms of this Agreement.
   17. Your account is solely for your benefit. You shall not allow any third party to use your account, password or identity to access or use the Uffiliates Scheme and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform the Company immediately if you suspect that your account is being misused by a third party and/or any third party has access to your account username or password. For the avoidance of any doubt, the Company shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefrom.
   18. The Company reserves the right, at its sole discretion, to immediately cease any or all marketing efforts in certain jurisdictions and will not be liable to pay you any Commissions which have accrued to your benefit that are attributable to such jurisdictions, without notice to you.

6. Intellectual Property

   1. In the event of your acceptance to the Uffiliates Scheme, we shall grant you a non-transferable, non-exclusive, revocable license to place the Links on your Affiliate Websites during the term of this Agreement, and solely in connection with the Links, to use the Company's, its Group Companies and their licensors' logos, trade names, trademarks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Sites.
   2. You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever.
   3. You may not use any Licensed Materials for any purpose whatsoever other than promoting the Sites, and in any event, you may not use the Licensed Materials without first submitting a sample of such proposed use to us and receiving our prior written consent to such us.
   4. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Company or anyone else negatively.
   5. The Company, its Group Companies and their licensors reserve all of the intellectual property rights in the Licensed Materials.
   6. We may revoke your license to use the Licensed Materials at any time by written notice to you, whereupon you shall immediately destroy or deliver up to us all such materials that are in your possession. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.

7. Obligations Regarding Your Affiliate Websites and Marketing Materials

   1. You will be solely responsible for the technical operation of your Affiliate Websites and the accuracy and appropriateness of materials posted on therein.
   2. You agree that your Affiliate Websites will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof), nor will you create the impression that any of your Affiliate Websites are any of the Sites (or any part thereof).
   3. You also agree that none of your Affiliate Websites will contain any content of the Sites and/or Group Websites or any materials which are proprietary to the Company or its Group Companies, except (i) with our prior permission, or (ii) the Links. In particular, you are not permitted to register a domain name that includes, incorporates or consists of the Company's or its Group Companies' trademarks or any domain name that is confusingly similar to such trademarks.
   4. On execution of this Agreement and as a continuing obligation, you will inform the Company of any domain names you own which are in breach of the foregoing. Once we become aware that you have registered a breaching domain name you will be informed and required to transfer the domain name to us or an entity nominated by us, forthwith and free of charge. YOUR OBLIGATION TO TRANSFER DOMAIN NAMES REGISTERED IN BREACH OF THIS CLAUSE EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. We may, in our sole discretion, withhold all Commission payments that may be due to you until the domain name is transferred.
   5. You will not use any unsolicited or spam messages to promote the Sites. In the event we receive a complaint that you have been sending spam messages, you hereby agree that we may provide to the party making the complaint any details required for the complaining party to contact you directly in order for you to resolve the complaint. The details which we may provide to the party making the complaint, include your name, email address, bricks and mortar address and telephone number. You hereby warrant and undertake that you will cease sending spam messages and make every effort to resolve the complaint. In addition, we reserve all of our rights in this matter including without limitation the right immediately terminate this Agreement and your participation in the Uffiliates Scheme and to set off or charge you for all claims, damages, expenses, costs, fines incurred or suffered by us in relation to this matter. Furthermore, in the event we terminate the Agreement under this clause 7.5, we shall withhold any Commission otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you. Nothing stated or omitted herein shall in any manner prejudice any of our rights.
   6. You will ensure that your Affiliate Websites and any related marketing materials or communications comply with all applicable laws, regulations, codes of conduct, rules, conditions and directives, do not contain any spyware, adware or other unwanted threats and do not infringe any right of any third party, including intellectual property rights, directly or indirectly.
      
      When marketing our Sites, you shall ensure amongst other things: (i) any advertisement, incentive or reward scheme under which an Internet user is offered money, goods or any other advantage, must clearly set out all significant terms, conditions, limitations and qualifications subject to which the benefit is being offered. These must be displayed on the ad itself, or (if significant time or space restrictions preclude such presentation, e.g. on a banner ad), the applicable terms, conditions, qualifications and limitations must be immediately and prominently visible one click away from the relevant ad. (ii) you must not market our Sites in a manner which is in violation of applicable laws, regulations, conditions and codes of conduct. If you are in doubt regarding the compliance of a particular marketing method or material – you must seek the Company's prior written approval, (iii) you may only use the Licensed Materials provided to you directly by the Company that are available via the Uffiliate Information Site, (iv) any Licensed Material must link to the Sites and may not link directly to registration or download pages.
      
      In the event that you publish any advice or prediction on the outcomes of any sporting event on any Affiliate Websites or on any other medium, you undertake to publish on such Affiliate Website and on such mediums the full outcome of any bets which you have placed based on such advice or predictions. With respect to the foregoing, for the avoidance of doubt, this Agreement shall be construed as an advertising agreement under article 27.1 of Royal Decree no. 958/2020 dated 3 November, on commercial communications for gambling activities.
      
      If your Affiliate Websites or any related marketing materials or communications are found to breach or infringe any of the above or contain any spyware, adware or other unwanted threats, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past and future Commissions which have accrued or which shall accrue to your benefit and we shall will no longer be liable to pay such Commission to you.
   7. You undertake to immediately comply with all instructions and guidelines provided by the Company or published on the Uffiliates Information Site in relation to your activities in marketing and promoting the Sites including, without limitation, any instruction received from the Company requesting you to post on the Affiliate Websites information regarding new features and promotions on the Sites. If you are in breach of the foregoing, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past and future Commissions which have accrued or which shall accrue to your benefit and we shall no longer be liable to pay such Commission to you.
   8. You will indemnify and hold the Company, its Group Companies and their respective directors, officers, members, employees, representatives and advisors harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Affiliate Websites or any materials, products or services linked to therein.
   9. You hereby acknowledge that your conduct as an Affiliate has the potential to cause substantial damage to the Company’s and the Sites’ reputation and goodwill, and you undertake that at all times consider the goodwill and reputation of the Company and the Sites and to act in an appropriate manner.
   10. You shall provide such information to the Company (and co-operate with all requests and investigations) as the Company may reasonably require in order for the Company or any Group Company to satisfy any information reporting, disclosure and other related obligations to any Regulator from time to time, and shall co-operate with all such Regulators directly or through the Company, as required by the Company.
       
       For the purposes of this Agreement "Regulator" shall mean any governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) the Company or Group Companies from time to time.

8. Term

   1. The term of this Agreement will begin upon your acceptance to the Uffiliates Scheme as an Affiliate and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail.
   2. In the event that you do not log into your account for 90 consecutive days, we may terminate this Agreement without notice to you.
   3. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid (if applicable).
   4. Without derogating from any other provision in this Agreement, the Company may terminate this Agreement on written notice to you in the event that: (i) you carry out any action which the Company reasonably believes will expose the Company or any Group Company to regulatory repercussions in any jurisdiction; (ii) the Company reasonably believes that you have breached applicable laws, regulations, codes of conduct, rules, conditions and/or directives; and/or (iii) the Company or any Group Company is ordered or required by a Regulator, to terminate its relationship with you. In such event of termination, the Company may retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay any Commission to you.
   5. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Websites, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Uffiliates Scheme. If applicable, following the termination of this Agreement and our payment to you of all Commissions due at such time of termination, we shall have no obligation to make any further payments of Commissions to you.

9. Modification

   1. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. You agree that posting a change of terms notice or a new agreement on our Uffiliates Information Site is considered sufficient provision of notice and such modifications shall be effective as of the date of posting.
   2. Modifications may include, but are not limited to, changes to the list of the Sites, the scope of available commission fees, commission schedules and payment procedures. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Uffiliates Scheme following our posting of a change notice or new agreement on our Uffiliates Information Site will constitute binding acceptance by you of the change. Due to the above, we advise you to frequently visit the Uffiliates Information Site and review the terms and conditions of this Agreement.

10. Limitation of Liability

    We will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or your participation in the Uffiliates Scheme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total Commissions paid or payable to you under this Agreement.

11. Relationship of Parties

    You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

12. Disclaimers

    THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE UFFILIATES SCHEME OR THE UFFILIATES INFORMATION SITE (INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, THE COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITES OR THE UFFILIATES INFORMATION SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

13. Representations and Warranties

    1. You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with its terms; (ii) all the information provided by you with regards to your application to the Uffiliates Scheme are true and accurate; (iii) such acceptance and the 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; (iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable regulatory or governmental authority) required to enter this Agreement, participate in the Uffiliate Scheme or receive payment under this Agreement; and (v) you are an adult of at least 18 years of age.
    2. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.

14. Confidentiality

    1. We and/or our Group Companies may disclose to you certain information as a result of your participation as an Affiliate within the Uffiliates Scheme, which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if the same is required by law or legal process.
    2. You shall not make any public announcement with respect to any aspect of this Agreement or your relationship with the Company without the prior written approval of the Company.
    3. Without derogating from clause 14.2, during the term of the Agreement and thereafter, you shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to the Company, the Group Companies, the Group Websites, the Sites or the Uffiliates Scheme.

15. Indemnification

    You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, Group Companies, successors and assigns (the “Indemnified Parties”), from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by any of the Indemnified Parties (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on: (i) the breach of this Agreement by you or any representation or warranty made by you herein; (ii) any claim related to your Affiliate Websites; and/or (iii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Websites.

16. Anti-Bribery and Corruption

    1. The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and accord to the highest principles of corporate ethics.
    2. In submitting an Application for enrolment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all applicable laws relating to anti-bribery and corruption and shall not offer, promise, give, uthorize, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates or otherwise.
    3. The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 16 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

17. Anti-Modern Slavery

    1. You confirm that you do not engage in slavery, servitude, forced labour, human trafficking or child labour (all as defined in the UK Modern Slavery Act 2015 (the "Act") and collectively to be referred to as "Modern Slavery").
    2. You undertake to comply with applicable local labour regulations, including but not limited to, legally required working conditions, hours and minimum wage requirements. You also must ensure that all your employees and contractors undergo working age, identity and right to work checks, before being offered a contract with your business.
    3. You must have reasonable measures in place to ensure these standards are also adhered to by your suppliers and you must not knowingly engage with suppliers who breach these standards.
    4. If you believe or suspect that you have breached the policy you will raise this with your usual 888 contact person at the earliest possible stage. If you do not have a usual 888 contact person or if you feel that we have not adequately addressed your concerns, you should send them in writing to 888’s Company Secretary at Corporate.Secretary@888holdings.com.
    5. The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 16 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

18. Entire Agreement

    The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this Agreement shall be valid or binding between the parties.

19. Independent Investigation

    You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Uffiliates Scheme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

20. Miscellaneous

    1. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with laws of Gibraltar. The courts of Gibraltar will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions contemplated thereby.
    2. Without derogating from the rights of the Company under this Agreement and/or by law, the Company may set off any amount which you owe to it pursuant to this Agreement and/or by law from any sum that you are entitled to receive from the Company, from whatever source.
    3. You may not assign this Agreement, by operation of law or otherwise, without our express prior written consent. Subject to the foregoing, this Agreement will be binding on and inure to the benefit of, and be enforceable by the parties and their respective successors and assigns. You may not sub-contract or enter into any arrangement whereby another person is to perform any or all of your obligations under this Agreement.
    4. 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.
    5. The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any Group Company, or (ii) in the event of a merger, sale of assets or other similar corporate transaction in which the Company may be involved in. We will notify you of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on the Uffiliates Information Site.
    6. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a court of competent jurisdiction, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
    7. Other than the Group Companies, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
    8. Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    9. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa.
    10. Any provisions hereof which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose. Without derogating from the generality of the foregoing, clauses 8.5, 10, 12, 14, 15, 20 and 21 shall survive termination of this Agreement shall survive termination of this Agreement.

21. 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.

Sub-Affiliates Terms & Conditions

The following terms and conditions shall govern our agreement with you in respect of Sub-Affiliates. Capitalized term used herein and not otherwise defined shall have the meaning assigned to them in the Agreement set out above. All the other terms and conditions of the Agreement shall remain unchanged and shall continue to be in full force and effect.

1. Definition.

   A "Sub-Affiliate" shall mean an affiliate introduced to the Company by you. To avoid doubt, we shall offer one tier of Sub-Affiliate Commissions (as defined below) such that you shall be paid only for Sub-Affiliates introduced by yourself and not by the Sub-Affiliate.

2. Introduction.

   You may introduce potential Sub-Affiliates to the Company via the "Introduce a Sub-Affiliate" link located on the Uffiliates Information Site. Potential Sub-Affiliates will be required to submit a completed Uffiliates application. We will evaluate the Sub-Affiliate application and we reserve the right at our sole discretion to accept or reject such application.

3. Sub -Affiliate Agreement.

   As a condition of our acceptance of a Sub-Affiliate to the Uffiliates Scheme, each Sub-Affiliate will be required to accept the Agreement.

4. Sub-Affiliate Commissions.

   Sub-Affiliates shall receive commissions from the Company in accordance with the commission scheme as agreed between such sub-affiliate and the Company. You shall be entitled to receive commissions from the Company in relation to commissions received by Sub-Affiliates introduced by you (a "Sub-Affiliate Commission"). The Sub-Affiliate Commission received by you shall be linked to the commission scheme agreed between such sub-affiliate and the Company 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 commissions from the Company on a per Money Player basis but your Sub-Affiliate receives commissions from the Company on a Gross Revenue basis, your Sub-Affiliate Commission shall be calculated on a per Gross Revenue basis. The Sub-Affiliate Commissions shall be as set out on http://affiliates.888.com/en/commissions/sub-affiliates.htm.
   
   Notwithstanding the foregoing, in the event you cease to generate new Leads for more than a month, we reserve the right to remove the Sub-Affiliate Commissions from your account without notice. In addition, if any of your Sub-Affiliates fails to generate new Leads for over 3 months we shall be entitled to disconnect such Sub-Affiliate from your account at our sole discretion.

5. Restrictions.

   In relation to Sub-Affiliates you are strictly prohibited from doing any of the following: (i) introducing yourself or a family member as a Sub-Affiliate, (ii) offering or providing a Sub-Affiliate or potential Sub-Affiliate any incentive (financial or otherwise) to act as or become a Sub-Affiliate, (iii) attempt to use the Sub-Affiliate scheme in any way whatsoever in bad faith against the Company. Any such attempt on your part shall be considered a fraudulent act against the Company and the Company shall have the right to immediately block your account and you shall forfeit any past and future commissions which have accrued to your benefit.

6. Modification.

   We may modify any of the terms and conditions contained herein, at any time and at our sole discretion.

Affiliate Italy Agreement

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Virtual Marketing Services (Gibraltar) Limited (the "Company", "we", "us" or "our"), and you (the "Affiliate", "you" or "your"), regarding your application to participate as an affiliate of the Company in its affiliates scheme (the "Uffiliates Scheme"). As an affiliate your role will be to inform about the sites "888.it", "888casino.it", "888poker.it" and "888sport.it" (the "Sites") in accordance with the terms of this Agreement. By marking the "I have read and agree to the terms and conditions" box (or similar wording) you accept the terms and conditions of this Agreement, which is a legally binding agreement between you and us.

1. Uffiliates Application and Enrollment

   1. To become an affiliate within the Uffiliates Scheme, you will have to submit a completed Uffiliates application, made available on http://affiliates.888.com/ (the "Uffiliates Information Site"). We will evaluate your application and, provided that your application is acceptable, notify you of your acceptance to the Uffiliates Scheme. We shall have the right at our sole discretion to reject your application to the Uffiliates Scheme at any time.
   2. We may reject your application or terminate this Agreement with immediate effect, if we determine, in our sole discretion, that your methods of informing about the Sites (including websites, emails, applications, all as indicated in your application) (collectively the "Affiliate Websites") are not suitable for any reason, including, but not limited to, inclusion of content on your Affiliate Websites that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues, or (v) any unlawful behavior or conduct.
      
      Similarly, we shall reject your application or terminate this Agreement if we determine, in our sole discretion, that any of your Affiliate Websites are designed to appeal to minors.
   3. The Company also wishes the Site to be displayed on Affiliate Websites which inform about and compare gambling operators who have been granted a license by the Agenzia delle Dogane e dei Monopoli. Therefore, we may reject your application in the event that you display or mention in any way whatsoever any unlicensed products or services in Italy, including but not limited to, any unlicensed online gambling websites or operators.
   4. The Company is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard. Therefore, we shall reject your application or immediately terminate this Agreement if we deem, at our sole discretion, that any of your Affiliate Websites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware.
   5. The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption (the "Anti Bribery and Corruption Policy "), to ensure that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, in submitting an application for enrollment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all applicable laws related to the fight against bribery and corruption and shall not offer, promise, give, authorize, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates (each as defined below) or otherwise. We shall reject your application or immediately terminate this Agreement if we determine, in our sole discretion, that any of your activities do not fully comply with our Anti Bribery and Corruption Policy.
   6. You shall have no right to appeal any decision by the Company to reject your application.
   7. The Company reserves the right to perform background checks on you and request any relevant documentation, for any reason, including (but not limited to) any investigation into your identity, personal history, registration details, such as name, address and age and your financial transactions and financial standing.
      
      The Company is under no obligation to advise you that such investigation is taking place. Such activities may include the use of specific third party companies, who perform the investigations as required. The Company may decide at its sole discretion to terminate this Agreement on the basis that such an investigation provides a negative or uncertain conclusion.
      
      The documents requested by us shall typically include an identity card, certificate of incorporation or anything analogous thereto and proof of address. If deemed necessary, the Company may request that the said document copies are notarized by a Public Notary. In the event our requests for documents are not completed or if we suspect that they have been tampered with, or are in any way provided to mislead or misrepresent – we shall be under no obligation to accept such documents as valid and we may: (i) withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you; and (ii) terminate this Agreement with immediate effect.
   8. You should also read our Privacy Policy carefully, which sets out how we collect and use the personal information which you provide us with.
   9. Each party shall comply with the Data Protection Addendum.

2. Protection of Minors

   In accordance with the laws and regulations of the Italian Republic, persons under the age of 18 are not allowed to register with or play on the Sites. The Sites are not designed to attract children or adolescents, and we take certain measures to block underage persons from registering with the Sites. Therefore, we shall reject your application if we determine, at our sole discretion, that any of your Affiliate Websites are designed to appeal to minors and, as such, are not suitable for the Uffiliates Scheme.

3. Setting Up Links and Promotions

   1. In the event of your acceptance as an affiliate, we will make available to you informative materials as determined by us such as banners, button links, text links and other content as determined by the Company which will be associated with you on our system, all of which shall relate and link specifically to the Sites (collectively referred to hereinafter as the "Links"). You may display such Links on your Affiliate Websites, provided you abide by the terms and conditions of this Agreement and that you possess the legal right to use the Affiliate Websites in relation to the Uffiliate Scheme.
   2. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. If during the term of this Agreement we determine that you are placing the Links on websites other than the Affiliate Websites which you have submitted to us during the registration process or use such Links not in compliance with the terms and conditions of this Agreement, you shall immediately stop using such Links upon our request.
   3. You may not inform about the Sites through the use of spam messages.
   4. In addition to your use of Links you may provide information about the Sites by means of publication of bonus codes (each a "Promotion" and collectively the "Promotions"). Your activities in relation to a Promotion shall be strictly in accordance with applicable laws and regulations and the Company's and/or any Group Company's relevant guidelines as such shall exist and be amended from time to time. Your offering of a Promotion at any time shall be conditional on your receipt of prior written consent from the Company for the Promotion. In the event that your Promotion does not comply with the terms and conditions of this Agreement you shall not be permitted to receive any Commissions generated on account of Leads or Money Players, as defined below, in relation to such Promotion.
      
      For the purposes of this Agreement "Group Company" or "Group Companies" shall mean any entity directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise.
   5. You will not provide information about the Site or use any of the Licensed Materials (as defined below) on any website, software, application or portal which infringes upon the intellectual property rights of any third party.
   6. You shall refrain from informing about the Sites in any way which does not comply with this Agreement or which breaches any applicable laws and regulations, including but not limited to the advertising ban and restrictions stated under art. 9 par. 1 of the Law Decree 12 July 2018 n. 87 converted into Law 9 August 2018 n. 96 (the “Dignity Decree”) and following Italian communications authority Autorità per le Garanzie nelle Comunicazioni ("AGCOM") which provides implementation guidelines with respect to such legislation. By way of example, your providing information about the Sites shall be carried out: (i) without any form of inducement to gamble whether directly or indirectly; (ii) in a manner which is not deceptive and which is transparent to internet users; (iii) in accordance with the principals of contingency, meaning that the information is not to be displayed in a manner which is exalted or which is hyped up; (iv) using only content which exclusively provides comparative information of the different gambling operators who have been granted a license by the Agenzia delle Dogane e dei Monopoli; and (v) on Affiliate Websites which inform about and compare gambling operators who have been granted a license by the Agenzia delle Dogane e dei Monopoli.
      
      In addition, you shall not inform about the Sites in any way which might in the Company's opinion compete with the Company's own methods of informing about the Sites. By way of example, the placement of Links on any Internet sites on which we provide information for the Sites, is considered as an activity which if undertaken by you, would compete with our own methods of informing about the Sites and is prohibited hereunder.
   7. You must not inform about the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggest or apply peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggest gambling is a “rite of passage”.
   8. You shall not inform about the Sites by any key word paid-for advertising on Google or any other search engine which for the avoidance of doubt includes without limitation PPC and keyword bidding.
   9. Your breach of the foregoing provisions will constitute a breach of this Agreement, and the Company retains full authority to: (i) terminate this Agreement immediately in the event of such breach and (ii) retain for its own account any Commission accrued to your benefit at such time and thereafter and the Company will no longer be liable to pay such Commission to you.
   10. We may at any time disable any Link and/or the Licensed Materials.

4. Leads and Money Players

   1. With respect to revenue share trackers, a "Lead" shall mean a distinct Internet user who during the term of this Agreement accesses one of the Sites directly through a Link published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement, registers with such Site, opens a new user account and makes the required minimum deposit. For clarification, an Internet user shall not qualify as a Lead if such user has previously deposited in any other user account with such Site.
      
      With respect to CPA trackers or hybrid trackers with a CPA component, a "Lead" is a distinct internet user who, during the term of this Agreement: (i) accesses one of the Sites directly through a Link which is published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement; and (ii) then registers a new user account with that Site; and (iii) deposits to that account an amount at least equal to the minimum deposit limit required with that Site within 90 days of registering with such Site ("Deposit Period"). We may agree with you by email to amend the Deposit Period with regards to a specific Site or across all Sites.
   2. A "Money Player" is a Lead who in addition has:
      1. For CPA trackers and CPA component in hybrid trackers: (i) been promptly verified and approved by the Company or its Group Companies in accordance with applicable regulatory requirements, including any applicable age or ID verification; and (ii) meets any other qualifications based on gaming activity which we or our Group Companies may add from time to time at our discretion.
      2. For Revenue Share trackers: plays on any of the Sites.
   3. Neither you nor any of your relatives (or where the person entering into this Agreement is a legal entity, neither the directors, officers nor employees of such company or the relatives of such individuals) are eligible to become Leads or Money Players. Should you or any of your relatives attempt to do so the Company may terminate this Agreement and retain all Commissions otherwise payable to you. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
   4. The number of Leads per individual household computer, tablet device and mobile device is strictly limited to one.
   5. The Company’s measurements and calculations in relation to the number of Money Players and the relevant Gross Revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of your Money Players and the relevant Gross Revenue figures available to you through the Uffiliates Information Site. It should be noted that the Uffiliates Information Site is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including any payment. Such data is provided on a dynamic basis and may change. In case of discrepancy between the data provided through the Uffiliates Information Site and the Company's records, the Company's records shall govern. To permit accurate tracking, reporting and Commission accrual, you must ensure that the Links between your Affiliate Websites and the Sites are properly formatted throughout the term of this Agreement.

5. Commissions

   1. The default commission scheme and the commission amount payable to you under this Agreement, shall be made available to you by the Company through your affiliate account with the Uffiliates Scheme as may be amended by the Company from time to time (without notice to you) (the “Commission”). The commission scheme and/or Commission may be modified in accordance with the terms of this Agreement or on the written agreement of the parties (for which email shall suffice).
      
      If the scheme that applies includes a revenue share component, you will receive the applicable share of Gross Revenue as such term is defined below and subject to the terms herein.
      
      "Gross Revenue" shall mean the total of all applicable Money Players' contributions to poker table game rakes (calculated as detailed below) and poker tournament fees (excluding the prizes) plus the sum of such Money Players’ settled bets on non-poker games (excluding any contributions to progressive jackpots), less the winnings of such Money Players on non-poker games (other than cashed-out progressive jackpot winning amounts), less any credits, bonuses, bonus points or other promotional amounts given to such Money Players, less any Tournament Overlays(as defined below), less any returned transactions or any uncollected (or refunded) revenue attributable to such Money Players (including chargebacks, ‘preventative’ chargebacks or in settlement of any claims involving a Money Player), less any administration fees relating to the Uffiliates Scheme, less any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, and applicable Facebook fees) attributable to such Money Players, less any licensing fees, applicable gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over the Company and/or any Group Company.
      
      A Money Player's contribution to poker table game "rake" is calculated using the following formula: (A/B) x C
      
      where: "A" is the actual amount staked in "A" by the Money Player; "B" is the total bet of such hand; and "C" is the total "rake" of such hand.
      
      For example, if the Money Player's stake is two US Dollars ($2.00) and the total bet in the hand is ten US Dollars ($10.00) and the "rake" of the hand in question is one US Dollar ($1.00), the Money Player's contribution to the rake will be twenty cents ($0.20).
      
      Notwithstanding the foregoing, the Company reserves the right to change the "rake" allocation model from time to time and may do so with respect to all Money Players, both existing and new
      
      "Tournament Overlays" means the applicable portion as determined by the Company of the total sum of shortfalls (if any) between the guaranteed prize amount and the total prize pool collected from the participants of any guaranteed poker tournament (including free-rolls, network shared tournaments, and tournaments set up at the Affiliate's request and agreed by the Company).
   2. For the avoidance of doubt, the Company shall be under no obligation to pay any Commission with respect to Money Players who are at any time blocked or suspended by the Company or by any Group Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, for the purposes of calculating Gross Revenue the Company may still deduct any or all charges or expenses attributable to blocked or suspended Money Players.
   3. Notwithstanding the foregoing, you acknowledge and agree that a different payment scheme may apply to other affiliates who are already being paid by the Company in accordance with an older or alternative payment scheme or in other particular cases as determined at the Company's sole discretion from time to time.
   4. Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component with respect to www.888poker.it and its related application, shall only be payable for a maximum period of 36 months from the date on which the applicable Internet user qualifies as a Lead on the relevant site and in any event only during the term of this Agreement.
   5. You hereby acknowledge and accept that all Commission amounts will be displayed by us in US Dollars but actually paid to you in Euros. All currency conversions executed by the Company for such purpose shall be in accordance with the average monthly exchange rate published on www.oanda.com at the time of conversion.
   6. You shall be solely liable for any tax, charge or levy imposed on you in respect of your receipt of any sum due and payable under this Agreement by the relevant authority and all amounts due and payable by the Company to you hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and the Company shall be under no obligation to increase such payment in the event such tax becomes applicable.
      
      Without derogating from the foregoing, the Company shall be entitled to deduct and withhold from any Commission payments due to you, and to pay over to the relevant tax authorities, any amount on account of taxes, in accordance with its obligations under applicable law. Any such amount deducted and withheld by the Company shall be deemed paid to you for all purposes hereunder.
   7. Subject to all other terms of this Agreement, all Commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each calendar month. Payments of Commissions shall be made directly to you as per your preferred payment method and to the account detailed by you as part of your application process (the "Payment Account"). It is your responsibility to ensure that the details provided by you are both accurate and complete and the Company will have no obligation whatsoever to verify the accuracy and completeness of such details. In the event that you provide the Company with incorrect or incomplete details or you have failed to update your details and as a result your Commission is paid to an incorrect Payment Account, the Company shall no longer be liable to you for any such Commission. Without derogating from the forgoing, if the Company is not able to transfer the Commissions to you, the Company 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. Should the Company not be able to transfer any Commission payment for 6 consecutive months as a result of any incomplete or incorrect details of your Payment Account or for any other reason beyond the control of the Company, the Company reserves the right to withhold any such Commission payments and will no longer be liable to pay such Commission.
   8. The Company reserves the right to request that you provide the Company with written documentation (such as for example a current bank statement with respect to payment to a bank account) verifying all your beneficiaries and details of your Payment Account at any time, including without limitation upon registration, to comply with the Company’s policies with regards to its legal and regulatory obligations and/or when any change is made relating to your Payment Account. The Company is not obligated to make any payments until verification is completed to its satisfaction. If the Company believes at its sole discretion that you have failed to provide it with such verification, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commissions which have accrued to your benefit at such time or thereafter.
   9. The Company reserves the right to take action against you and/or your Money Players that show patterns of manipulating the Uffiliates Scheme in any way whatsoever. If we determine at our sole discretion that such conduct is being practiced, we may withhold and keep any Commission payments accrued to the benefit of the Affiliate at such time and thereafter and terminate this Agreement with immediate effect.
   10. Where you earn your Commission in accordance with the revenue share schemes as set out above the Company will apply a negative balance carry-over policy (the "Policy"). The Policy consists of the following two rules: (i) in reaching the total Commission amount owed to you in a calendar month the Company shall calculate all Commissions, both positive and negative, generated by Money Players via our Sites; and (ii) in the event that at the conclusion of a calendar month the Commission generated by Money Players via our Sites is a negative amount, we shall apply such negative amount to the Commission calculation of the subsequent calendar months until such time as the negative balance has been fully set-off against future positive Commission amounts generated or any other payment payable to you by any Group Company or issue an invoice for such negative amount at our discretion.
   11. The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   12. The Company 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.
   13. In the event that the Commission to be paid to you in any calendar month is less than $250 (the "Minimum Amount"), the Company shall not be obligated to make the payment until such time as the Commission is equal to or greater than the Minimum Amount.
   14. The Company reserves the right to reduce your Commission relating to a specific Site in the event that you do not have any persons qualifying as Leads on such Site or through the account associated with such Site in three (3) consecutive calendar months.
   15. The Company retains the right to review all Commissions for possible fraud, whether such fraud is on the part of the Money Player, on the part of a Sub-Affiliate, or on your part. In any period of time during which the Company reviews Commissions for possible fraud, such review period not to exceed 180 days, the Company shall have the right to withhold any Commission accrued in your favor, such Commissions not to be paid until such time as the review has been concluded. Any incidence of fraud on your part (or the part of a Lead, Money Player or Sub-Affiliate) constitutes a breach of this Agreement by you. In case of such breach, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commissions which have accrued to your benefit at such time in relation to same whether such Commissions were generated through fraud or otherwise. The Company also retains the right to set-off from future Commissions payable to you any amounts already received by you which can be shown to have been generated by fraud.
       
       For the purpose of this Agreement and by way of example only, the term "fraud" shall include, but shall not be limited to: (i) the encouragement by you or a third party of bonus abuse on the part of the Money Players; (ii) a chargeback executed by a Money Player in relation to their initial deposit; (iii) collusion on the part of the Money Player with any other player on the Sites or any other site or application owned or operated by any Group Company (collectively the "Group Websites"); (iv) the opening of an account in breach of the terms of this Agreement; (v) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise) including without limitation "rake back", to potential or existing Money Players; (vi) creating or using a single Link intended to be used by a single Lead; (vii) any use by you or a potential Money Player or a Money Player of any software program, robot or external aid, which is endowed with artificial intelligence, to play real money games on the Sites; and (viii) any other act by you or by a Money Player which is reasonably understood to have been committed in bad faith against the Company or its Group Company regardless of whether or not such action has resulted in any type of harm or damage to the Company or its Group Company. In the event of a suspected "rake back" activity on your part (based for example, on the detection of numerous Affiliate serials with only one or very few accounts on each), the Company shall have the right to immediately block your account and you shall forfeit any past and future Commissions which have accrued to your benefit.
   16. For the avoidance of doubt it is hereby stated by the Company and agreed by you that the Commissions which the Company shall pay to you shall relate solely to the casino, sports or poker product which you directly inform via the Links. The Company shall have no obligation whatsoever in relation to future products or services provided to Money Players by the Company, any Group Company or their commercial partners. In addition the Company shall not be liable for any payment in respect of activity relating to any user account other than the user account registered in the particular Site which was displayed by you in which the respective user qualified as a Lead and Money Player, and subject always to the terms of this Agreement.
   17. Your account is solely for your benefit. You shall not allow any third party to use your account, password or identity to access or use the Uffiliates Scheme and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform the Company immediately if you suspect that your account is being misused by a third party and/or any third party has access to your account username or password. For the avoidance of any doubt, the Company shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefrom.
   18. The Company reserves the right, at its sole discretion, to immediately cease any or all of the provision of information with regards to the Sites in certain jurisdictions and will not be liable to pay you any Commissions which have accrued to your benefit that are attributable to such jurisdictions, without notice to you.

6. Intellectual Property

   1. In the event of your acceptance to the Uffiliates Scheme, we shall grant you a non-transferable, non-exclusive, revocable license to use the Links on your Affiliate Websites during the term of this Agreement, and solely in connection with the Links, to use the Company's, its Group Companies and their licensors' logos, trade names, trademarks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of informing about the Sites.
   2. You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever.
   3. You may not use any Licensed Materials for any purpose whatsoever other than providing information about the Sites and in any event, you may not use the Licensed Materials without first submitting a sample of such proposed use to us and receiving our prior written consent to such us.
   4. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Company or anyone else negatively or which leads to any confusion that the Affiliate Websites is in any way related to or has originated from the Company or the Company’s Group instead of the Affiliate.
   5. The Company, its Group Companies and their licensors reserve all of the intellectual property rights in the Licensed Materials.
   6. We may revoke your license to use the Licensed Materials at any time by written notice to you, whereupon you shall immediately destroy or deliver up to us all such materials that are in your possession. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.

7. Obligations Regarding Your Affiliate Websites and Materials

   1. You are and will be solely responsible for the technical operation of your Affiliate Websites and the accuracy, compliance and appropriateness of materials posted on therein (this shall include regularly updating the posted materials and removing obsolete Links and information from the Affiliate Websites).
   2. You agree that your Affiliate Websites will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof), nor will you create the impression that any of your Affiliate Websites are any of the Sites (or any part thereof).
   3. You also agree that none of your Affiliate Websites will contain any content of the Sites and/or Group Websites or any materials which are proprietary to the Company or its Group Companies, except (i) with our prior permission, or (ii) the Links. In particular, you are not permitted to register a domain name that includes, incorporates or consists of the Company's or its Group Companies' trademarks or any domain name that is confusingly similar to such trademarks.
   4. On execution of this Agreement and as a continuing obligation, you will inform the Company of any domain names you own which are in breach of the foregoing. Once we become aware that you have registered a breaching domain name you will be informed and required to transfer the domain name to us or an entity nominated by us, forthwith and free of charge. YOUR OBLIGATION TO TRANSFER DOMAIN NAMES REGISTERED IN BREACH OF THIS CLAUSE EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. We may, in our sole discretion, withhold all Commission payments that may be due to you until the domain name is transferred.
   5. You will not use any unsolicited or spam messages in any manner whatsoever with respect to the Sites. In the event we receive a complaint that you have been sending spam messages, you hereby agree that we may provide to the party making the complaint any details required for the complaining party to contact you directly in order for you to resolve the complaint. The details which we may provide to the party making the complaint, include your name, email address, bricks and mortar address and telephone number. You hereby warrant and undertake that you will cease sending spam messages and make every effort to resolve the complaint. In addition, we reserve all of our rights in this matter including without limitation the right immediately terminate this Agreement and your participation in the Uffiliates Scheme and to set off or charge you for all claims, damages, expenses, costs, fines incurred or suffered by us in relation to this matter. Furthermore, in the event we terminate the Agreement under this clause 7.5, we shall withhold any Commission otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you. Nothing stated or omitted herein shall in any manner prejudice any of our rights.
   6. You will ensure that your Affiliate Websites and any related materials or communications comply with all applicable laws, regulations, codes of conduct, rules, conditions and directives, do not contain any spyware, adware or other unwanted threats and do not infringe any right of any third party, including intellectual property rights, directly or indirectly.
      
      When providing information with regard to the Sites, you shall ensure amongst other things: (i) any informative materials or reward scheme under which an Internet user is offered money, goods or any other advantage, must clearly set out all significant terms, conditions, limitations and qualifications subject to which the benefit is being offered. These must be displayed on the ad itself, or (if significant time or space restrictions preclude such presentation, e.g. on a banner ad), the applicable terms, conditions, qualifications and limitations must be immediately and prominently visible one click away from the relevant ad. (ii) you must not provide any information with regards to our Sites in a manner which is in violation of applicable laws, regulations, conditions and codes of conduct. If you are in doubt regarding the compliance of a particular informational method or material – you must seek the Company's prior written approval, (iii) you may only use the Licensed Materials provided to you directly by the Company that are available via the Uffiliate Information Site, (iv) any Licensed Material must link to the Sites and may not link directly to registration or download pages.
      
      If your Affiliate Websites or any related informational materials are found to breach or infringe any of the above or contain any spyware, adware or other unwanted threats, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past and future Commissions which have accrued or which shall accrue to your benefit and we shall will no longer be liable to pay such Commission to you.
   7. You undertake to immediately comply with all instructions and guidelines provided by the Company or published on the Uffiliates Information Site in relation to your activities in relation to informing about the Sites including, without limitation, any instruction received from the Company requesting you to post on the Affiliate Websites information regarding new features and information about the Sites. If you are in breach of the foregoing, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past and future Commissions which have accrued or which shall accrue to your benefit and we shall no longer be liable to pay such Commission to you.
   8. You will indemnify and hold the Company, its Group Companies and their respective directors, officers, members, employees, representatives and advisors harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) relating to the development, operation, maintenance, accuracy and compliance of the content of your Affiliate Websites or any materials, products or services linked to therein.
   9. You hereby acknowledge that your conduct as an Affiliate has the potential to cause substantial damage to the Company’s and the Sites’ reputation and goodwill, and you undertake that at all times consider the goodwill and reputation of the Company and the Sites and to act in an appropriate manner.
   10. You agree that in the event that the Company reasonably believes any of your activities put at risk or may in any way damage the Company or any group Company, then the Company shall notify you of such matter and you shall take such measures, including where required cancellation of the relevant activities, in order to remedy such situation. In any event, you shall ensure, whether you are based in Italy or elsewhere, that all of your activities are compliant with applicable legislation in Italy, including but not limited to art. 9 par. 1 of the Dignity Decree, any implementing guidelines of the Italian Communication Authority – Autorità per le Garanzie nelle Comunicazioni - AGCOM as defined under Section 3.6 of this Agreement, the data protection code, the consumer code and any decrees issued by the Agenzia delle Dogane e dei Monopoli on gambling promotions.
   11. You shall provide such information to the Company (and co-operate with all requests and investigations) as the Company may reasonably require in order for the Company or any Group Company to satisfy any information reporting, disclosure and other related obligations to any Regulator from time to time, and shall co-operate with all such Regulators directly or through the Company, as required by the Company.
       
       For the purposes of this Agreement "Regulator" shall mean any governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) the Company or Group Companies from time to time.

8. Term

   1. The term of this Agreement will begin upon your acceptance to the Uffiliates Scheme as an Affiliate and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail.
   2. In addition, we reserve the right to terminate this Agreement with immediate effect and without providing you with prior notice and without any obligation to pay to you any substitute indemnity in the following cases: (a) you are acting, directly or indirectly, in a manner that may damage the Company, any Group Company or their products; ( b) you breach to the terms and conditions of this Agreement; (c) your violate any applicable gambling activities regulation; (d) your irregularities or breach with reference to the Affiliate’s reporting. In such event of termination, the Company may retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay any Commission to you.
   3. In the event that you do not log into your account for 90 consecutive days, we may terminate this Agreement without notice to you.
   4. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid (if applicable).
   5. The Company may terminate this Agreement on written notice to you in the event that: (i) you carry out any action which the Company reasonably believes will expose the Company or any Group Company to regulatory repercussions in any jurisdiction; and/or (ii) the Company or any Group Company is ordered or required by a Regulator, to terminate its relationship with you. In such event of termination, the Company may retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay any Commission to you.
   6. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Websites, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Uffiliates Scheme. If applicable, following the termination of this Agreement and our payment to you of all Commissions due at such time of termination, we shall have no obligation to make any further payments of Commissions to you.

9. Modification

   1. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. You agree that posting a change of terms notice or a new agreement on our Uffiliates Information Site is considered sufficient provision of notice and such modifications shall be effective as of the date of posting.
   2. Modifications may include, but are not limited to, changes to the list of the Sites, the scope of available commission fees, commission schedules and payment procedures. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Uffiliates Scheme following our posting of a change notice or new agreement on our Uffiliates Information Site will constitute binding acceptance by you of the change. Due to the above, we advise you to frequently visit the Uffiliates Information Site and review the terms and conditions of this Agreement.

10. Limitation of Liability

    We will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or your participation in the Uffiliates Scheme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total Commissions paid or payable to you under this Agreement.

11. Relationship of Parties

    You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

12. Disclaimers

    THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE UFFILIATES SCHEME OR THE UFFILIATES INFORMATION SITE (INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, THE COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITES OR THE UFFILIATES INFORMATION SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

13. Representations and Warranties

    1. You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with its terms; (ii) all the information provided by you with regards to your application to the Uffiliates Scheme are true and accurate; (iii) such acceptance and the 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; (iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable regulatory or governmental authority) required to enter this Agreement, participate in the Uffiliate Scheme or receive payment under this Agreement; and (v) you are an adult of at least 18 years of age. You hereby declare to be aware of the laws governing your activities and obligations and you have independently executed this Agreement and that your compliance with the obligations contained in this Agreement will not violate any law.
    2. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.

14. Confidentiality

    1. We and/or our Group Companies may disclose to you certain information as a result of your participation as an Affiliate within the Uffiliates Scheme, which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if the same is required by law or legal process.
    2. You shall not make any public announcement with respect to any aspect of this Agreement or your relationship with the Company without the prior written approval of the Company.
    3. Without derogating from clause 14.2, during the term of the Agreement and thereafter, you shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to the Company, the Group Companies, the Group Websites, the Sites or the Uffiliates Scheme.

15. Indemnification

    You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, Group Companies, successors and assigns (the “Indemnified Parties”), from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by any of the Indemnified Parties (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on: (i) the breach of this Agreement by you or any representation or warranty made by you herein; (ii) any claim related to your Affiliate Websites or activity undertaken with regards to the Sites; and/or (iii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Websites.

16. Anti-Bribery and Corruption

    1. The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and accord to the highest principles of corporate ethics.
    2. In submitting an Application for enrolment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all applicable laws relating to anti-bribery and corruption and shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates or otherwise.
    3. The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 16 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

17. Anti-Modern Slavery

    1. You confirm that you do not engage in slavery, servitude, forced labour, human trafficking or child labour (all as defined in the UK Modern Slavery Act 2015 (the "Act") and collectively to be referred to as "Modern Slavery").
    2. You undertake to comply with applicable local labour regulations, including but not limited to, legally required working conditions, hours and minimum wage requirements. You also must ensure that all your employees and contractors undergo working age, identity and right to work checks, before being offered a contract with your business.
    3. You must have reasonable measures in place to ensure these standards are also adhered to by your suppliers and you must not knowingly engage with suppliers who breach these standards.
    4. If you believe or suspect that you have breached the policy you will raise this with your usual 888 contact person at the earliest possible stage. If you do not have a usual 888 contact person or if you feel that we have not adequately addressed your concerns, you should send them in writing to 888’s Company Secretary at Corporate.Secretary@888holdings.com.
    5. The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 17 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

18. Entire Agreement

    The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this Agreement shall be valid or binding between the parties.

19. Independent Investigation

    You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Uffiliates Scheme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

20. Miscellaneous

    1. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with laws of Gibraltar. The courts of Gibraltar will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions contemplated thereby.
    2. Without derogating from the rights of the Company under this Agreement and/or by law, the Company may set off any amount which you owe to it pursuant to this Agreement and/or by law from any sum that you are entitled to receive from the Company, from whatever source.
    3. You may not assign this Agreement, by operation of law or otherwise, without our express prior written consent. Subject to the foregoing this Agreement will be binding on and inure to the benefit of, and be enforceable by the parties, their respective successors and assigns.You may not sub-contract or enter into any arrangement whereby another person is to perform any or all of your obligations under this Agreement.
    4. 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.
    5. The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any Group Company; or (ii) in the event of a merger, sale of assets or other similar corporate transaction in which the Company may be involved in. We will notify you of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on the Uffiliates Information Site
    6. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a court of competent jurisdiction, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
    7. Any reference in this Agreement to "promote", "promotion" "promotions", "promotional", "market", "marketing", "advertise" or "advertising" shall be intended and strictly limited to information and comparative activities which fully comply with with applicable laws and regulations in Italy.
    8. Other than the Group Companies, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
    9. Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    10. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa.
    11. Any provisions hereof which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose. Without derogating from the generality of the foregoing, clauses 8.6, 10, 12, 14, 15, 20 and 21 shall survive termination of this Agreement shall survive termination of this Agreement.

21. 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.

Sub-Affiliates Terms & Conditions

The following terms and conditions shall govern our agreement with you in respect of Sub-Affiliates. Capitalized term used herein and not otherwise defined shall have the meaning assigned to them in the Agreement set out above. All the other terms and conditions of the Agreement shall remain unchanged and shall continue to be in full force and effect.

1. Definition.

   A "Sub-Affiliate" shall mean an affiliate introduced to the Company by you. To avoid doubt, we shall offer one tier of Sub-Affiliate Commissions (as defined below) such that you shall be paid only for Sub-Affiliates introduced by yourself and not by the Sub-Affiliate.

2. Introduction.

   You may introduce potential Sub-Affiliates to the Company via the "Introduce a Sub-Affiliate" link located on the Uffiliates Information Site. Potential Sub-Affiliates will be required to submit a completed Uffiliates application. We will evaluate the Sub-Affiliate application and we reserve the right at our sole discretion to accept or reject such application..

3. Sub -Affiliate Agreement.

   As a condition of our acceptance of a Sub-Affiliate to the Uffiliates Scheme, each Sub-Affiliate will be required to accept the Agreement for 888.it. 

4. Sub-Affiliate Commissions.

   Sub-Affiliates shall receive commissions from the Company in accordance with the commission scheme as agreed between such Sub-Affiliate and the Company. You shall be entitled to receive commissions from the Company in relation to commissions received by Sub-Affiliates introduced by you (a "Sub-Affiliate Commission"). The Sub-Affiliate Commission received by you shall be linked to the commission scheme agreed between such Sub-Affiliate and the Company 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 commissions from the Company on a per Money Player CPA basis but your Sub-Affiliate receives commissions from the Company on a Gross Revenue basis, your Sub-Affiliate Commission shall be calculated on a per Gross Revenue basis. The Sub-Affiliate Commissions shall be as set out on http://www.888affiliati.it/commissioni/sub-affiliati.htm. 
   
   Notwithstanding the foregoing, in the event you cease to generate new Leads for more than a month, we reserve the right to remove the Sub-Affiliate Commissions from your account without notice. In addition, if any of your Sub-Affiliates fails to generate new Leads for over 3 months we shall be entitled to disconnect such Sub-Affiliate from your account at our sole discretion. 

5. Restrictions.

   In relation to Sub-Affiliates you are strictly prohibited from doing any of the following: (i) introducing yourself or a family member as a Sub-Affiliate, (ii) offering or providing a Sub-Affiliate or potential Sub-Affiliate any incentive (financial or otherwise) to act as or become a Sub-Affiliate, (iii) attempt to use the Sub-Affiliate scheme in any way whatsoever in bad faith against the Company. Any such attempt on your part shall be considered a fraudulent act against the Company and the Company shall have the right to immediately block your account and revoke any past and future commissions which have accrued to your benefit.

6. Modification.

   We may modify any of the terms and conditions contained herein, at any time and at our sole discretion.

GENERAL AFFILIATE AGREEMENT FOR THE Mr GREEN BRANDED SITES

By marking the "I have read and agree to the terms and conditions" box (or similar wording) or "I accept the new General Terms and Conditions" box (or similar wording), the Affiliate acknowledges that it has read this Agreement and agrees to be bound by its terms and conditions.

This Agreement is made between you (the “Affiliate”) and MRG (as “MRG” is defined below).

1. 1 DEFINITIONS

   “Affiliate”	means the party (other than MRG) to this Agreement;
   “Affiliate Customers”	means those potential MRG Players that the Affiliate directs (or has collected contact information from, for the purpose of directing) to Sites pursuant to this Agreement and who may become MRG Players as a direct result of the Affiliate's actions;
   “Affiliate Fraud”	means an actual or attempted act by the Affiliate which is reasonably deemed by MRG to be: (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud MRG, the Group Companies or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes MRG, the Group Companies or any of the Sites any damage or harm. Affiliate Fraud shall include, without limitation: collusion; abuse of bonuses or other promotions or the encouragement by the Affiliate of such; abuse of the Affiliate Remuneration reward structure; violation of money-laundering or other laws and regulations; false, misleading or unauthorised advertising or representations; use of stolen credit cards; the offering or providing by the Affiliate or any third party of any unauthorised incentives (financial or otherwise) which includes without limitation any rake-back activity;
   “Affiliate Remuneration”	means the remuneration paid to Affiliate by MRG, based on either: (i) Revenue Reward; (ii) CPA; (iii) a combination of Revenue Reward and CPA; or (iv) as otherwise agreed in writing between the parties, and in accordance with clause 8;
   “Application”	means the application the Affiliate must complete and submit to become an affiliate in the Uffiliates Scheme which can be accessed here;
   "Affiliate Tracking Software"	means the software that provides the Affiliate with traffic links, banners and reporting capabilities;
   "Affiliate Tracking URL"	means a unique tracking URL created by MRG exclusively for the Affiliate, through which potential MRG Players are directed to the respective Sites by Affiliate;
   “Affiliate Website(s)”	means any website (including any device specific versions of such website) or application owned and/or operated by the Affiliate or on the Affiliate’s behalf and which the Affiliate identifies in its Application and any other marketing methods which MRG approves for use in the Uffiliates Scheme;
   “Applicable Regulation”	means (i) any requirement of any applicable laws (including without limitation Consumer Protection Legislation); (ii) any present or future applicable code of practice (whether voluntary or binding); (iii) any present or future applicable code of practice of a Regulator; and (iv) any other rules, directions, directives, judgements, judicial orders, guidelines, ordinances, laws, statutes, regulations, technical standards which are applicable to MRG, the Group Companies, the Uffiliates Scheme or the Affiliate, throughout the Territory, in each case, from time to time in force;
   “Approve” and “Approved”	means the approval of MRG, in its sole discretion, upon receipt, review and approval of the Affiliate’s Application, and the acceptance of the Affiliate into the Uffiliates Scheme. For the purposes of this Agreement, an Affiliate shall be deemed to be “Approved” at the time on which MRG submits an email to the Affiliate confirming such approval;
   “Approved Content”	means the Affiliate Tracking URL; Banners and Text Links; trade marks and any other content including mailers, video banners, and widgets; in each case as made available by MRG to the Affiliate via the Media Gallery or provided by MRG to the Affiliate from time to time;
   “Approved Purpose”	means the use by the Affiliate of Approved Content on the Affiliate Website(s) to direct genuine potential MRG Players to the Site in order for such potential MRG Players to deposit money and play for real money on the Sites;
   "Banners and Text Links"	are the banners, button links, text links and other content as well as the graphical artwork or text that directs traffic to Sites, through the Affiliate Tracking URL, to permit a potential MRG Player to hyperlink to any Site;
   “Chargeback” or “Credit”	means any situation where a payment transaction is either revoked, incomplete or for which a credit is otherwise given. These include without limitation: (i) credit card transactions which are not collectable by the credit card company as a result of any MRG Players’ non-payment or Player Fraud; and (ii) any returned transactions or any uncollected (or refunded) revenue attributable to MRG Players (for example 'preventative' chargebacks or in settlement of any claims involving an MRG Players);
   "Confidential Information"	has the meaning given to it in clause 9.1;
   "Consumer Protection Legislation"	means the legislative and statutory requirements applicable to the conduct of arrangements with MRG Players and potential players, as amended from time to time;
   "Contact Us Form"	means the online form located at https://affiliates.888.com/contact-us.htm;
   "Contributions to Poker Table Game Rakes"	means the applicable MRG Player's contribution to poker table game rakes and the "rake" is calculated using the following formula: (A/B) x C where: "A" is the actual amount staked in "A" by the MRG Player; "B" is the total bet of such hand; and "C" is the total "rake" of such hand. For example, if the MRG Player's stake is two US Dollars ($2.00) and the total bet in the hand is ten US Dollars ($10.00) and the "rake" of the hand in question is one US Dollar ($1.00), the MRG Player's contribution to the rake will be twenty cents ($0.20). Notwithstanding the foregoing, MRG reserves the right to change the "rake" allocation model from time to time and may do so with respect to all MRG Players, both existing and new;
   "CPA"	means a fixed payment to be paid to the Affiliate in respect of each CPA Lead who becomes a MRG Player (as applicable) (the details of any such fixed payments to be agreed in writing between the parties - for which email shall suffice);
   "CPA Lead"	means with respect to a CPA or a combination of Revenue Reward and CPA, a distinct internet user who following the Affiliate being Approved and during the remainder of the Term: (i) accesses one of the Sites directly through Approved Content which is published by the Affiliate on the Affiliate Website(s) or which is otherwise distributed by the Affiliate in accordance with this Agreement; (ii) registers a new user account with that Site and such person has not previously registered an account with such Site; and (iii) Deposits an amount at least equal to the minimum deposit limit required with that Site within 90 days of registering with such Site. MRG may agree with the Affiliate by email to amend such deposit period with regards to a specific Site or across all Sites;
   "DPA"	has the meaning given to it in clause 19.1;
   "Data Protection Legislation"	means all applicable data protection, privacy and electronic marketing legislation, including any national legislation implementing Directive 95/46/EC and Directive 2002/58/EC, Regulation (EU) 2016/679 (the General Data Protection Regulation) (and any related national legislation), any equivalent, replacement or repealing legislation, and any codes of practice issued by a competent data protection regulator relating to the same at any time;
   "Deposits"	means the successful transfer of funds by a MRG Player to their MRG Player account on a Site;
   "Excluded Players"	means those individuals notified to the Affiliate by MRG who should not receive direct marketing from the Affiliate;
   "Excluded Territories"	Means any country, jurisdiction or territory included in the list of excluded countries, as updated by MRG from time to time, found in the Uffiliates Site
   "Fraud"	means Affiliate Fraud and/or Player Fraud;
   "Regulator"	means any international, federal, state, local, foreign or any other governmental, regulatory or administrative authority, agency, commission, board, body or official or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) MRG and/or its Group Companies from time to time;
   "Gambling Taxes"	means any tax, duty or levy, including VAT or equivalent, payable by MRG or any of its Group Companies to any authority in any jurisdiction in respect of bets, stakes, rakes or entry fees received from MRG Players, whether charged on turnover, gross profits and/or any other profit calculation, although not including corporate income tax or equivalent;
   "Group Company" and "Group Companies"	means any entity directly or indirectly controlling, controlled by, or under common control with MRG. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise;
   "Inactive Account Fee"	has the meaning given to it in clause 8.7;
   "Intellectual Property Rights"	means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case, whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
   "KQC"	means the ‘key qualifying criteria’ relating to promotions and/or the services of MRG;
   "Lead"	means the CPA Leads and/or Revenue Reward Leads;
   "Licence"	has the meaning given to it in clause 3.1;
   "Migrated Player"	has the meaning given to it in clause 7.10;
   "Media Gallery"	means the online repository on the Uffiliates Information Site where MRG will make available, and the Affiliate can access and use, the Approved Content;
   "Mr Green Remuneration Table"	means the details, made available at https://affiliates.888.com/commissions/mrgreen-commissions.htm, of the default remuneration that will be payable to the Affiliate;
   "MRG"	means Admar Services (Gibraltar) Limited, a company registered in Gibraltar with registered company number 113955 and its registered office at 6/1 Waterport Place, Waterport Road, Gibraltar, GX11 1AA.
   "MRG Player"	means with respect to: (a) Revenue Reward remuneration: a Revenue Reward Lead who-is an individual that: (i) has had their account registration details adequately validated and approved by MRG (or its Group Companies), including (without limitation) the individual's identity and that such individual is confirmed to be 18 years of age or above; (ii) places stakes, or plays, (as applicable) with Deposits on the relevant Site; and (iii) is qualified and authorised to access and use the relevant Site in accordance with the terms and conditions of use of such Site and complies with all applicable laws, rules and regulations; (b) CPA or a combination of Revenue Reward and CPA remuneration: a CPA Lead who - (i) has had their account registration details adequately validated and approved by MRG (or its Group Companies), including (without limitation) the individuals identity and that such individual is confirmed to be 18 years of age or above; (ii) meets any other qualification criteria determined by MRG (which may differ per Site), which is based on the minimum Deposit that such person makes into their account with the relevant Site, the minimum points accumulated by such person with the relevant Site and/or the minimum number of bets made by such person on the relevant Site; and (iii) is qualified and authorised to access and use the relevant Site in accordance with the terms and conditions of use of such Site and complies with all applicable laws, rules and regulations;
   "MRG IPR"	means: (i) all Intellectual Property Rights owned by and/or licensed to MRG, any Group Companies of MRG or any “Mr Green” brands; (ii) all databases of MRG Players; (iii) all rights in and to the Sites; (iv) the MRG Trade Marks; (v) the Approved Content;
   "MRG Trade Marks"	means any logo, trade mark, trade name, design, domain name, insignias or similar identifying material that are owned by, and/or licensed to, MRG or any of its Group Companies, or any of the Sites;
   "Net Gaming Revenue"	means the total of all applicable MRG Players’ Contributions to Poker Table Game Rakes and poker tournament fees (excluding the prizes) plus the sum of such MRG Players' settled bets on non-poker games (excluding any contributions to progressive jackpots), less: (i) the winnings of such MRG Players' on non-poker games (other than cashed-out progressive jackpot winning amounts); (ii) any credits, bonuses, bonus points or other promotional amounts given to such MRG Players; (iii) any Tournament Overlays; (iv) Chargebacks; (v) any administration fees relating to the Uffiliates Scheme; (vi) any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, and applicable Facebook fees) attributable to such MRG Players; and (vi) any licensing fees, applicable Gambling Taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over MRG or any of its Group Companies.
   "Revenue Reward"	means a percentage of Net Gaming Revenues payable to the Affiliate with respect to the applicable MRG Players;
   "Revenue Reward Lead"	means a distinct internet user who following the Affiliate being Approved and for the remainder of the Term: (i) accesses one of the Sites directly through the Approved Content published by the Affiliate on the Affiliate Website(s) or otherwise distributed by the Affiliate in accordance with this Agreement; (ii) registers a new user account with that Site and such person has not previously registered an account with such Site; and (iii) Deposits to that account an amount at least equal to the minimum deposit limit required for the Site. An internet user shall not qualify as a Revenue Reward Lead for a Site if that user has previously registered an account with that Site;
   "Payment Account"	has the meaning given to it in clause 8.13;
   "Player Fraud"	means an actual or attempted act by any MRG Player which is reasonably deemed by MRG to be: (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud MRG, the Group Companies or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes MRG, the Group Companies or any of the Sites any damage or harm. Player Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions; Chargebacks; violation of money-laundering or other laws and regulations; use of stolen credit cards; any use of any software program, robot or external aid, which is endowed with artificial intelligence, to play on a Site;
   "Sites"	means any website(s) operated, controlled and/or promoted by MRG, any Group Company of MRG or “Mr Green” brands (or any designated third party appointed by MRG from time to time), and all of their related pages, to which the links embedded within the Approved Content will direct potential MRG Players;
   "Term"	has the meaning given to it in clause 10.1;
   "Territory"	Means the territories operating under our MGA (Malta Gaming Authority) License, excluding any Excluded Territories;
   "Tournament Overlays"	means the applicable portion as determined by MRG of the total sum of all shortfalls (if any) between the guaranteed prize amount and the total prize pool collected from the participants of any guaranteed poker tournament (including free-rolls, network shared tournaments, and tournaments set up at the Affiliate's request and agreed by MRG in writing); and
   "Uffiliates Information Site"	means the website located at https://affiliates.888.com/; and
   "Uffiliates Scheme"	means MRG's Affiliate program located on the Uffiliates Information Site, in such form as is determined by MRG from time to time.

2. 2 APPOINTMENT AND PROPRIETARY RIGHTS

   Appointment

   1. 2.1 The parties hereby agree that this Agreement will become binding on each of them at the point Affiliate agrees to the terms and conditions of this Agreement.
   2. 2.2 The Affiliate acknowledges, agrees and represents that it is not an employee, agent or subcontractor of MRG or any Group Companies and is not connected in any way to a person or company which is in the Group Companies (each a “Connected Party”). Should the Affiliate become a Connected Party at any time during the Term, it shall immediately notify MRG. Following such notification (or if MRG otherwise becomes aware that Affiliate is a Connected Party), MRG may terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate.
      
      

      Statutory Requirements

   3. 2.3 The Affiliate acknowledges that MRG is:
      1. a. licensed by various Regulators;
      2. b. is bound by various licence conditions and codes of practice; and
      3. c. subject to the requirements of the Applicable Regulations.
   4. 2.4 By joining the Uffiliates Scheme, the Affiliate hereby agrees, warrants and represents that it will, at all times:
      1. a. conduct itself, when performing its obligations under this Agreement, in accordance with Applicable Regulations and/or codes of practice (including, in respect of any licence issued by a Regulator;
      2. b. comply with all Applicable Regulations in the jurisdiction in which it operates and any other jurisdiction to which it directs or makes available the Approved Content, which includes without limitation ensuring that the Affiliate Website(s), the Affiliate's marketing materials and its methods of marketing and promoting the Sites comply with Applicable Regulations;
      3. c. immediately comply with any policies, instructions or guidelines of MRG or any policy which MRG may introduce;
      4. d. not engage in any activity or activities, or be involved in any relationship, which could jeopardise MRG’s (or any Group Company’s): (i) business and/or (ii) compliance with Applicable Regulations or any licence, permission, authorisation and/or consent on which it relies for the purposes of conducting its business in any jurisdiction; and
      5. e. provide, on request by MRG, such information to MRG as MRG may require in order to enable it (or any Group Company) to comply with any Applicable Regulations (including any applicable information reporting obligations).

3. 3 LICENCE TO USE THE APPROVED CONTENT

4. 3.1 Once Affiliate has been Approved, MRG will be deemed (subject to the Affiliate’s compliance with this Agreement) to have granted to the Affiliate (or, where applicable, procuring the grant from any Group Company to the Affiliate of) a non-exclusive, revocable, non-transferable, non-sublicensable, limited, revocable licence during the Term to use: (i) the Affiliate Tracking Software and (ii) any of the Approved Content solely for the Approved Purpose, throughout the Territory and in accordance with this Agreement (“Licence”). The Licence will terminate automatically upon the termination of this Agreement for any reason.
5. 3.2 Affiliate acknowledges that MRG (and any Group Company) may operate additional affiliate programs in connection with the Sites or any other sites, and (unless otherwise agreed in writing), the Affiliate will have no right in connection with such other programs.
6. 3.3 The Affiliate acknowledges and agrees that: (i) as between the Affiliate and MRG, MRG or any Group Company is the sole and exclusive owner of the MRG IPR; (ii) MRG is entitled to use the same in any way or manner at its sole discretion; and (iii) the Affiliate has no rights in and to the MRG IPR other than as expressly provided for in this Agreement. To the extent that the MRG IP vests in the Affiliate by operation of law or otherwise, the Affiliate hereby assigns, by way of a present assignment of future rights and with full title guarantee, the MRG IP to MRG.
7. 3.4 The Affiliate acknowledges and agrees that all data relating to MRG Players shall be and remain, as between the Affiliate and MRG, MRG’s exclusive property.
8. 3.5 The Affiliate shall notify MRG through the Contact Us Form immediately in the event that any Affiliate Player makes a complaint to the Affiliate.
9. 3.6 The Affiliate shall immediately cease to use all MRG IPR upon being notified to do so by MRG (either by electronic or written notification) or on any termination of this Agreement.
   
   

   Commercial Use Only

10. 3.7 The Licence granted to Affiliate, and the right to receive Affiliate Remuneration is in respect of genuine commercial use only.

11. 4 PROMOTION AND LINK TO SITES

12. 4.1 By joining the Uffiliates Scheme, the Affiliate agrees to use its best endeavours to market and promote the Sites and refer potential MRG Players to the Sites, by displaying and sharing Approved Content on the Affiliate Website(s).
13. 4.2 The Affiliate will be solely liable for the content and manner of its marketing and promotional activities and for ensuring that such content and manner of marketing comply at all times with this Agreement and all Applicable Regulations.
14. 4.3 In the event that MRG (or any Group Company) amends any Affiliate Tracking URL or any other URL embedded within any Approved Content (“New Content”), it shall notify Affiliate via email, the Affiliate Tracking Software or such other means as it deems appropriate (acting reasonably). Affiliate shall immediately upon such notification: (i) remove any previous and/or outdated content which it uses; and (ii) ensure, following such notification, it uses only the New Content.
15. 4.4 The Affiliate agrees that it shall cooperate fully with MRG in order to establish and maintain the Approved Content on the Affiliate Website(s). In the event that MRG determines that the Affiliate's use of the Approved Content is not in compliance with the terms of this Agreement, MRG may take such measures as to render such Approved Content inoperative.
16. 4.5 If the Affiliate wishes to place the Approved Content on sites other than the Affiliate Website(s), the Affiliate must request and receive MRG’s prior written permission for the placement of the Approved Content on such alternative sites before placing any such Approved Content. Where permission is granted, such sites shall be included in the definition of Affiliate Website(s).
17. 4.6 If the Affiliate submits a request to MRG to advertise the Sites in any way other than through the use of the Approved Content any failure or delay in responding to a request by MRG does not constitute consent from MRG to the request.
18. 4.7 In addition to the Affiliate's use of Approved Content, from time to time the Affiliate may promote the Sites by publishing bonus codes for special offers/promotions (the “Promotions”), subject to the Affiliate having received the prior written consent of MRG (such consent to be given or withheld in MRG’s sole discretion). The Affiliate may only publish bonus codes in accordance with Applicable Regulations and the guidelines provided by MRG and its Group Companies. The Affiliate shall not be entitled to receive any Affiliate Remuneration generated by MRG Players, in relation to any unapproved Promotion.
19. 4.8 The Affiliate may not market or promote the Site or use any of the Approved Content on any website, software, application or portal in any way which infringes the Intellectual Property Rights of any third party, the Company or the Group Companies.

20. 5 THE AFFILIATE'S RIGHTS AND OBLIGATIONS

    KQC requirements

21. 5.1 The Affiliate must ensure at all times that all KQCs relating to Approved Content are displayed in a clear, legible and transparent manner.
    
    

    Marketing Regulation

22. 5.2 The Affiliate hereby agrees, warrants and represents that all marketing, advertising and promotions targeted at potential MRG Players will, at all times:
    1. a. be undertaken in a socially responsible manner and without derogating from the foregoing the Affiliate must not market and promote the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggests or applies peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggests gambling is a "rite of passage";
    2. b. not be sent to, targeted at, or be of particular appeal to, persons younger than eighteen (18) years old or vulnerable persons (meaning persons whom Affiliate knows, suspects, or should have known or suspected, may be persons who have self-excluded from gambling or who are otherwise likely to be at risk of problem gambling); and
    3. c. only be placed on the Affiliate Website(s) unless otherwise agreed in accordance with the terms of this Agreement.
23. 5.3 In addition to the provisions of Clause 5.2 above, the Affiliate shall ensure that all marketing, advertising and promotions targeted at:
    1. a. potential MRG Customers in the United Kingdom, or potential customers who are otherwise subject to regulation by the UK Gambling Regulator, shall: 
    2. i) include “#ad” and “Play Safe”; 
    3. ii) include any logos required by the “Gambling Industry Code for Socially Responsible Advertising” such as the “18+” and “BeGambleAware” logos (such “BeGambleAware” logo to include a link to https://www.begambleaware.org); 
    4. iii) include “Terms and Conditions apply”; 
    5. iv) include such other wording as may be required by MRG from time to time; and 
    6. v) (if such marketing, advertising and/or promotion is made available via a social media website or application pursuant to WH’s prior written consent under clause 3.1(z) above) only be made available on Facebook, Twitter or Instagram AND only where the Affiliate can ensure that at least 75% of the individuals who view such marketing, advertising or promotion are 18 years of age AND only where the relevant social media provider’s applicable age gating functionality is used to ensure that that such marketing, advertising and/or promotion is not being targeted at individuals who are under 25 years of age (or, in the case of Facebook, under 18 years of age). Separately, following the posting of four consecutive gambling related posts on any such social media website or application, the Affiliate undertakes to post a safer gambling message, on such social media website or application, which does not include any offers or links to gambling-related content.

24. Affiliate's Account

25. 5.5 The Affiliate's account with the Uffiliates Scheme is solely for the Affiliate's benefit. The Affiliate shall not allow any third party to use the account, password or identity to access or use the Uffiliates Scheme and the Affiliate shall be fully responsible for any activities undertaken on the account by a third party. The Affiliate shall not reveal the account username or password to any person and the Affiliate shall take all steps to ensure that such details are not revealed to any person. The Affiliate shall inform MRG immediately if it suspects that the account is being misused by a third party and/or any third party has access to the account username or password. For the avoidance of doubt, MRG and its Group Companies shall not be liable for any activities undertaken on the account by a third party or for any damages that may arise therefrom.
    
    

    Use of Approved Content

26. 5.6 The Affiliate shall use only the Approved Content to promote or direct potential MRG Players to the Sites and the use of such Approved Content by the Affiliate shall comply with the terms of this Agreement. The Affiliate shall not use any other content, images, logos, banners or links to promote or direct potential MRG Players to the Sites unless it has obtained MRG's prior written consent (such consent to be given or withheld in MRG's sole discretion).
27. 5.7 The Affiliate shall not, without the prior written consent of MRG (such consent to be given or withheld in MRG's sole discretion) modify the Approved Content which includes without limitation, altering the appearance, design, layout, graphics or content of the Approved Content.
28. 5.8 Without derogating from clause 5.7, the Affiliate shall not alter the appearance, design or content of any Approved Content, or take any step that will or may have the effect of: (i) altering or removing any KQCs or other promotional terms and conditions included by MRG in or on any Approved Content; or (ii) affecting the means by which a potential MRG Player may access such KQCs or other promotional terms and conditions from the Approved Content (including any action which would prevent any promotional terms and conditions from being accessible within a single 'click' of the Approved Content - or technological equivalent location in non-browser based platforms and technologies such as mobile phone applications- by potential MRG Players).
    
    

    Age Limitation

29. 5.9 Participation as an Affiliate in the Uffiliates Scheme is only permitted if the proposed Affiliate is the older of: (i) the legal age for gambling in the proposed Affiliate's jurisdiction; or (ii) eighteen (18) years of age.
30. 5.10 The Affiliate must provide appropriate evidence (as requested by MRG) of his/her age. MRG shall determine in its sole discretion whether or not any evidence provided is appropriate and sufficient to determine the Affiliate's age.
31. 5.11 The Affiliate acknowledges and agrees that, unless and until appropriate evidence of the Affiliate's age has been provided in accordance with clause 5.10 of this Agreement above: (i) s/he will not be entitled to participate in the Uffiliates Scheme; and (ii) the Affiliate's account may be suspended until satisfactory proof of age is received by MRG.
32. 5.12 The Affiliate will not, nor will it allow, assist or encourage others to, market and/or promote the Uffiliates Scheme, any Approved Content or any of the Sites, directly or indirectly, to persons that are not the older of: (i) eighteen (18) years of age; or (ii) the legal age for gambling in the jurisdiction in which the Affiliate is targeting and/or operating.
    
    

    Excluded Territories

33. 5.13 Under no circumstances shall the Affiliate:
    1. a. market or promote any Site; or share or publish any Approved Content, within or to persons from any Excluded Territories; or
    2. b. allow, assist or encourage circumvention of any restriction put in place by MRG and/or any Site in order to prevent access to any content within an Excluded Territory.
    
    
    

    Affiliate's Behaviour

34. 5.14 The Affiliate will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly:
    1. a. any act that involves Fraud;
    2. b. the use of spam;
    3. c. any act that alters, affects, redirects or in any way interferes with the operation or accessibility of the Sites or any page thereof;
    4. d. any act that results, or could result, in the interception or redirection (including via user-installed software) of traffic from or on any online website or other place that participates in the Uffiliates Scheme; or
    5. e. any activity that in MRG's reasonable opinion is unsuitable, fraudulent, erroneous, misrepresentative or inappropriate.
35. 5.15 The Affiliate shall not market the Sites in any way which might, in MRG's opinion, compete with the marketing efforts of MRG or any Group Company, unless the Affiliate has received prior written approval from MRG (such approval to be given or withheld in MRG's sole discretion). For the avoidance of doubt, the placement of Approved Content on any internet sites on which MRG or any Group Company places advertisements for the Sites shall be deemed by MRG as competing with the marketing efforts of MRG or any Group Company (as applicable).
36. 5.16 The Affiliate will at all times refrain from, immediately stop and not allow any act or traffic that involves Fraud or that it believes or should reasonably believe to potentially involve Fraud, or any act or traffic that MRG informs the Affiliate is suspected by it, at its discretion, to involve or potentially involve Fraud.
37. 5.17 MRG reserves the right to review the Affiliate's and/or MRG Players, activity for Fraud. Any review period will not exceed 180 days. In the event that MRG suspects Fraud, it reserves the right to place restrictions on the Affiliate's account, including suspending the Affiliate's account and retaining all sums within the account as well as commencing a full investigation (with which the Affiliate hereby agrees to fully comply and co-operate). The Affiliate hereby gives MRG its authorisation to inform the appropriate authorities or third parties of such an incident and only once MRG is satisfied that the matter is resolved (to MRG's satisfaction) shall it remove any restrictions on the Affiliate's account. Any incidence of Fraud constitutes a breach of this Agreement by the Affiliate and notwithstanding anything to the contrary herein, MRG reserves the right to immediately terminate the Agreement and retain all Affiliate Remuneration and MRG will no longer be liable to pay any Affiliate Remuneration to the Affiliate.
    
    

    No Rake-Backs

38. 5.18 MRG does not allow any form of rake-back in the Uffiliates Scheme. The Affiliate 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 MRG Player's rake to be returned to the MRG Player in any form and for the avoidance of doubt, any such behaviour shall be considered as Fraud. The Affiliate must not advertise or be engaged with any site that offers rake-backs or similar schemes. In the event of suspected "rake back" activity on the Affiliate's part (based for example, on the detection of numerous Affiliate serials with only one or very few accounts on each), MRG shall have the right to immediately block the Affiliate's account and retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.
    
    

    Sole responsibility for the Affiliate's Site

39. 5.19 The Affiliate will be solely responsible for the operation and content of its Affiliate Website(s), and shall ensure that materials and content posted on the Affiliate Website(s) (including any of the search terms and/or key words linked to such content): (i) are not libellous, obscene, sexually explicit, violent or illegal; (ii) do not provide unauthorised access to copyrighted content; (iii) do not otherwise actually or potentially infringe any rights of MRG, any Group Company and/or any other third party; (iv) are original and owned by or licensed to the Affiliate, and that the 'look and feel' of the Affiliate's site does not resemble any of the Sites; (vi) other than with respect to the Approved Content, do not contain any content of the Sites or the sites of any of the Group Companies or any materials which are proprietary to MRG or its Group Companies, except with MRG's prior written permission; (v) negatively match against (and are not linked to by) any potentially harmful search terms including those likely to be used by persons attempting to stop or reduce their gambling (for example 'gambling exclusion' 'block gambling account' 'stop gambling'); (vii) are not designed to appeal to those under the age of 18; and (vi) are not otherwise deemed, at MRG's sole discretion, unsuitable.
40. 5.20 The Affiliate will remove (or procure the removal of) the content described in clause 5.19 immediately upon MRG notifying the Affiliate that it requires the Affiliate to do so. If the Affiliate is unable or unwilling to remove such content, then MRG may terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate.
    
    

    MRG IPR

41. 5.21 The Affiliate shall not contest the validity, enforceability or ownership of the MRG IPR, the Uffiliates Scheme or any of the Sites in any action or proceeding of whatever nature and shall not take any action that may prejudice MRG, the MRG IPR, the Uffiliates Scheme or any of the Sites, or diminish MRG's (or any of its Group Companies') goodwill and/or reputation, or the goodwill in the MRG IPR.
42. 5.22 The Affiliate shall not register or attempt to register any logo, trade mark, trade name, insignia, design, domain name or social media account that: (i) contains any element of MRG IPR, or (ii) is confusingly similar to any MRG IPR. In the event that the Affiliate registers any domain name or social media account in breach of this clause 5.22, it will, on demand by MRG, immediately cease its use of any such logo, trade mark, trade name, insignia, design, domain name or social media account and immediately transfer the same, at its own cost and expense, to MRG (or to a third party nominated by MRG).
43. 5.23 The Affiliate shall not place, purchase or register 'pre-click' bids, keywords, search terms or any other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical to, similar to or otherwise resemble any MRG IPR. This includes any words containing, or derived from, such MRG IPR and any typo errors or phonetics of the same.
    
    

    Publicity

44. 5.24 The Affiliate will not make any claims, representations or warranties in connection with MRG or any of the Sites. The Affiliate is not authorised to make any commitment or assume any liability or obligation on MRG's behalf or on behalf of any of the Sites.
45. 5.25 The Affiliate shall not make any public announcement with respect to any aspect of this Agreement or its relationship with MRG without the prior written approval of MRG (such approval to be given or withheld in MRG's sole discretion).
46. 5.26 The Affiliate acknowledges and agrees that in the event that the Affiliate is found to be in breach of any of clauses 5.1 to 5.25 above, MRG reserves the right to suspend the Affiliate’s account (and otherwise, its access to the Uffiliates Scheme ) and/or withhold payment of all monies due to the Affiliate until it is satisfied that the matter is resolved and that the Affiliate is no longer in breach of any such clause. If MRG cannot satisfy itself that any such breach has been resolved, it reserves the right to treat all payments or amounts due to the Affiliate as forfeited and to immediately terminate the Agreement by providing notice in writing to the Affiliate.

47. 6 VERIFICATION; SUPPORTING DOCUMENTATION

    
    
    

    Verification

48. 6.1 MRG reserves the right to perform background checks on the Affiliate at any time and request any relevant documentation for any reason, including without limitation, in accordance with MRG's policy of prohibiting and actively preventing money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities, verifying the Application, the Affiliate's identity, the beneficiaries of the Affiliate, beneficiaries of the Payment Account, the details of the Payment Account, the Affiliate's personal history, the Affiliate's registration details, the Affiliate's financial transactions and/or the Affiliate's financial standing. MRG will verify the Affiliate's identity (and the Affiliate agrees to provide any and all documentation and/or other materials requested by MRG for such purposes). Such verification may be undertaken via the information provided by the Affiliate and by obtaining information from public sources and data. For the avoidance of doubt, MRG is under no obligation to advise the Affiliate that such checks are taking place.
49. 6.2 Should MRG be unable, at any time, to adequately satisfy itself of the Affiliate's identity, the checks provide a negative conclusion or if MRG suspects that the Affiliate has tampered with any documents provided (or attempted to mislead or misrepresent in any other way), MRG may: (i) (where the Affiliate has not yet been Approved) withhold its Approval or reject the Application and in the event of such rejection the Agreement will automatically terminate; or (ii) terminate this Agreement, with immediate effect by providing notice in writing to the Affiliate, and MRG may retain all Affiliate Remuneration owed to the Affiliate and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate. In such eventuality, MRG shall not be obliged to provide the Affiliate with any information as regards the reasons for such failure to identify the Affiliate.
50. 6.3 The Affiliate agrees that MRG may use any personal information provided by the Affiliate for the purposes of verifying its identity in accordance with this clause 6.
51. 6.4 The Affiliate agrees that such verification activities may include the use of specific third party companies, who perform the investigations as required.
52. 
    
    

    Supporting Documentation

53. 6.5 The Affiliate agrees to promptly provide MRG with any supporting documents requested by MRG. The Affiliate is aware that MRG has the right to delay and/or withhold payments if requested supporting documents have, at any time, not been received by MRG and until such verification has been completed to MRG's satisfaction. Supporting documents requested by MRG may comprise of any or all the following documents (including originals and/or copies):
    1. a. For individuals: valid passport; valid driving licence; recent utility bill; letter of reference from the Affiliate's bank; copies of recent bank statements.
    2. b. For a company: certificate of incorporation; articles of association (or an equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; information regarding the identity of the beneficial owner of the company and the identity of the directors of the company.
    Furthermore, if deemed necessary by MRG, MRG may request that copies of these documents are notarised by a Public Notary.

54. 7 MRG'S RIGHTS AND OBLIGATIONS

    
    
    

    Registering and Tracking MRG Players

55. 7.1 MRG will be responsible for registering MRG Players and tracking their play and will calculate the Affiliate Remuneration accordingly. MRG may use the Affiliate Tracking URL, the Affiliate Tracking Software and/or cookies to conduct such tracking.
56. 7.2 MRG reserves the right, at its sole discretion, to refuse new MRG Players or to close the accounts of existing MRG Players.
57. 7.3 A Lead who has received a first time real money transfer from a third party verified by MRG or its Group Companies into their account with a Site shall not be eligible to become an MRG Player.
58. 7.4 If the Affiliate is a person, the Affiliate nor any of its relatives are eligible to become a Lead or MRG Player. If the Affiliate is a legal entity, the directors, officers and employees of such entity and the relatives of such individuals are not eligible to become a Lead or MRG Player. Should any of the foregoing persons attempt to become a Lead or MRG Player, MRG may terminate this Agreement and retain all Affiliate Remuneration otherwise payable to the Affiliate. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
59. 7.5 The number of Leads per individual computer, tablet device and mobile device is strictly limited to one.
60. 7.6 MRG may, from time to time, appoint third parties as designated parties whose websites shall be included, for the purposes of this Agreement, as Sites.
61. 7.7 Payments. MRG will pay the Affiliate Remuneration in accordance with the applicable reward plan which applies between the parties.
62. 7.8 Reporting. The Affiliate acknowledges and accepts that MRG’s calculation of the number of MRG Players and amount of Net Gaming Revenue shall be the sole and authoritative measurement and shall not be open to review or appeal. The number of MRG Players and the amount of Net Gaming Revenue are made available to the Affiliate through the Uffiliates Information Site. It should be noted that the Uffiliates Information Site is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including calculation of the Affiliate Remuneration as it is provided on a dynamic basis. In case of a discrepancy between the data provided through the Uffiliates Information Site and MRG’s records, MRG's records shall govern. To ensure accurate tracking, reporting and Affiliate Remuneration accrual, the Affiliate is responsible for ensuring that the Affiliate Tracking URL is properly formatted.
63. 7.9 Recording Calls. All telephone conversations between the Affiliate and any of MRG's staff may be recorded and the Affiliate hereby consents to such recording. Any recordings will be treated as “Confidential Information” (as defined in clause 9 below) and may be used by MRG in the event of a misunderstanding, dispute or for training purposes.
64. 7.10 Migrated MRG Customers. In the event that the Affiliate is a member of the MrAffiliate Program located here (“MrAffiliate Program”) and MRG migrates a MRG Customer as defined in the agreement located here (“MrAffiliate Program Agreement”) from the MrAffiliate Program to the Uffiliates Scheme (“Migrated Player”), from the moment of migration, such person will be deemed to fall under the definition of an MRG Player under this Agreement (as applicable) and solely the terms and conditions in this Agreement shall apply to the Affiliate with respect to such migrated MRG Customer (and for the avoidance of doubt not the MrAffiliate Program Agreement) including without limitation the payment and calculation of payment provisions included herein.

65. 8 AFFILIATE REMUNERATION

66. 8.1 The Affiliate Remuneration will be agreed in writing between the parties (for which email shall suffice). In the event no such written agreement is reached between the parties, the Affiliate Remuneration shall be structured on the basis of a Revenue Reward model and calculated in accordance with the Mr Green Remuneration Table.
67. 8.2 For the avoidance of doubt, where there is no revenue received by MRG in respect of an MRG Player transaction (and the Affiliate Remuneration payable to the Affiliate in respect of such MRG Player is subject to a Revenue Reward model), no Affiliate Remuneration shall be payable in respect of such MRG Player transaction.
68. 8.3 For the avoidance of doubt, if in any calendar month, the total sum payable to an Affiliate amounts to a negative sum (with respect to any Affiliate Remuneration that contains a Revenue Reward component, MRG shall calculate all Affiliate Remuneration both positive and negative, generated by MRG Players via the Sites), then such negative sum will be set-off against future payments due to the Affiliate by MRG or any Group Company until the full negative balance is set-off. Alternatively, MRG may require that the Affiliate pays the negative balance to MRG and MRG will issue an invoice for such negative amount.
69. 8.4 Without derogating from any provision to the contrary in this Agreement, any Affiliate Remuneration which contains a Revenue Reward component, which relates to revenues generated on the Sites, shall only be payable until the earlier of 24 months from the date on which the internet user qualifies as a Lead (as applicable) and termination of this Agreement.
70. 8.5 The Affiliate acknowledges and agrees that MRG shall not be liable to pay to the Affiliate any amounts which relate to revenues generated from MRG Players from any products or services provided by MRG, any of its Group Companies or commercial partners other than the casino or sports products which the Affiliate advertises via the Approved Content. MRG shall not be liable to the Affiliate for any amounts which relate to revenues generated from activity relating to any user account other than the user account registered with the particular Site promoted by the Affiliate in which the respective user qualified as an MRG Player.
    
    

    Dormant/inactive accounts

71. 8.6 At any time where three (3) calendar months have passed without the Affiliate directing at least four new MRG Players to the Sites, MRG shall be entitled, in its discretion to: (i) suspend the Affiliate's account; and/or (ii) reduce the rate of the Affiliate Remuneration. Such reduction may be notified to the Affiliate or may be published within the Mr Green Remuneration Table. For the avoidance of doubt, any Migrated Player will not count as a new MRG Customer.
72. 8.7 Notwithstanding clause 8.6, MRG reserves the right to reduce the Affiliate Remuneration relating to a specific Site in the event that the Affiliate fails to generate any Leads on such Site or through an account associated with such Site, for any three (3) consecutive calendar months. For the avoidance of doubt, any Migrated Player will not count as a Lead.
73. 8.8 If sums are not withdrawn from the Affiliate's account (for example, because the Affiliate has failed to supply documentation requested of it by MRG or the Affiliate's bank account details are not correct) or the Affiliate's account is otherwise inactive (such inactivity being where the Affiliate does not log into his/her account) for a period of at least six (6) months, the account will be deemed an “Inactive Account”. MRG may notify the Affiliate that its account is an Inactive Account and that the Inactive Account Fee will be deducted, pursuant to clause 8.9 below if the Affiliate does not reactivate its account in accordance with the timeframe set out in such clause and in accordance with MRG's instructions (“Inactive Account Notice”).
74. 8.9 In the event an Inactive Account Notice is sent to the Affiliate, MRG shall be entitled to retain fifty per cent (50%) of the total balance remaining in the Inactive Account (“Inactive Account Fee”) after fourteen (14) days have elapsed from the date of such Inactive Account Notice. Should the Affiliate subsequently fail to reactivate his/her account in accordance with MRG's instructions, MRG shall be entitled, upon expiry of forty five (45) days from the date of the Inactive Account Notice, to retain the remainder of the balance on such Inactive Account without further notice to the Affiliate. Following such retention, the Affiliate's account will be closed, and this Agreement will be deemed to have terminated.
75. 8.10 Without derogating from clauses 8.8 and 8.9, in the event that the Affiliate does not log into its account for 90 consecutive days, MRG may terminate this Agreement without notice to the Affiliate.
    
    

    Change of Affiliate Remuneration

76. 8.11 The parties acknowledge and agree that MRG shall be entitled to change the Mr Green Remuneration Table at any time upon notice (e.g. via email or newsletter) to the Affiliate. Any such change (including a corresponding reduction to the Affiliate Remuneration) will take effect from the date set out in such notice (or if no such date is set out in the notice, the date on which the notice itself is sent to the Affiliate).
77. 8.12 MRG reserves the right to convert the Affiliate Remuneration scheme by which the Affiliate is paid.
    
    

    Payment Procedure

78. 8.13 The Affiliate shall ensure that the payment and/or bank account details detailed in its Application (“Payment Account”) are accurate, complete and up to date. Affiliate shall promptly update its account details in the event that its payment or contact information changes. MRG has no obligation whatsoever to verify the accuracy and completeness of the Payment Account details. In the event that the Payment Account details are incorrect or incomplete or the Affiliate has failed to update its Payment Account Details and as a result, the Affiliate Remuneration is paid to an incorrect account, MRG shall cease to be liable to the Affiliate for any such Affiliate Remuneration. Without derogating from the foregoing, if MRG is not able to transfer the Affiliate Remuneration to the Payment Account, MRG reserves the right to deduct from the Affiliate Remuneration a reasonable amount to reflect the required investigation and additional work including without limitation the administrative burden created by the Affiliate having provided incorrect or incomplete details. Should MRG not be able to transfer any Affiliate Remuneration to the Affiliate for six consecutive months as a result of any incomplete or incorrect details of the Payment Account, or for any other reason beyond the control of MRG, MRG reserves the right to retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.
79. 8.14 As part of its monthly payments process, MRG will carry out a data reconciliation process to ensure data accuracy and correct billing for the previous month. This process may include: (a) the detection of Fraud (and any payments connected to Fraud shall be excluded from the Affiliate's Remuneration) and (b) failed transactions attributed to the Affiliate's account. MRG shall begin the reconciliation process at the start of each calendar month.
    
    

    Payment to Affiliate / Minimum Thresholds

80. 8.15 In consideration of the Affiliate's provision of the marketing services in accordance with the terms of this Agreement, MRG shall pay the Affiliate Remuneration on a monthly basis, within approximately 60 days after the end of each calendar month.
81. 8.16 The Affiliate acknowledges and accepts that all Affiliate Remuneration amounts will be displayed by us in US Dollars on the Uffiliates Information Site but payments shall be made in either Pounds Sterling, US Dollars or Euros (as determined by MRG). All currency conversions executed by MRG for such purpose shall be in accordance with the average monthly exchange rate published on [www.oanda.com](http://www.oanda.com/) at the time of conversion.
82. 8.17 Payment is also subject to the Affiliate Remuneration in a calendar month being 250 USD or greater (the “Monthly Minimum”).
83. 8.18 If the Monthly Minimum is not achieved by the Affiliate in a particular calendar month, MRG will be entitled to withhold payment and carry the amount due to the Affiliate forward to the next calendar month (and so on) until the Monthly Minimum is reached.
84. 8.19 MRG will transfer funds only to the designated Payment Account (or any such Payment Account which has been updated via the Affiliate's account and approved by MRG). It is the Affiliate's responsibility to ensure that such designated bank account is not restricted from receiving funds from MRG. Third party wire transfers are prohibited by MRG. In the event that the Affiliate, and/or the Affiliate's designated Payment Account, is located within the United States of America or any other non-UK jurisdiction, the Affiliate may be required to comply with additional requirements in order to receive payment (such requirements to be notified by MRG to the Affiliate from time to time).
    
    

    Taxes and charges

85. 8.20 The Affiliate is fully responsible for all taxes, charges, levies, fees and other costs, imposed, incidental to or arising from any payments made to it under this Agreement and all amounts due and payable by MRG to the Affiliate hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and MRG shall be under no obligation to increase such payment in the event such tax becomes applicable. Furthermore, MRG shall be entitled to deduct and withhold from any Affiliate Remuneration and to pay over to the relevant tax authorities, any amount on account of taxes, in accordance with its obligations under Applicable Regulations. Any such amount deducted and withheld by MRG shall be deemed paid to the Affiliate for all purposes hereunder.
86. 8.21 Without derogating from the foregoing, the Affiliate hereby indemnifies and agrees to immediately reimburse MRG for any costs, expenses or losses that may be caused to, or suffered by MRG 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 MRG may be subject in connection with its relationship with (or as a consequence of making payments to) the Affiliate. MRG will be entitled to withhold or set-off any such amounts from any payments made to the Affiliate and any such amount set-off or withheld by MRG shall be deemed paid to the Affiliate for all purposes hereunder.
87. 8.22 In the event that, for whatever reason (including incorrect details being provided by the Affiliate), MRG is charged by either its own, or the Affiliate's bank for paying, or attempting to pay the Affiliate Remuneration (“Bank Charges”), the Affiliate hereby indemnifies MRG in respect of any and all sums which are paid or payable by MRG in respect of such Bank Charges. MRG shall be entitled to set-off Bank Charges against future Affiliate Remuneration owing to the Affiliate and/or may request immediate repayment of such Bank Charges from the Affiliate.
    
    

    Right to withhold and set-off amounts

88. 8.23 MRG shall be entitled to withhold any amounts due and payable to the Affiliate under this Agreement, including if MRG, in its sole discretion, considers:
    1. a. that any Affiliate Fraud has taken place by, or in relation to, the Affiliate;
    2. b. that any Affiliate Fraud is being contemplated by the Affiliate; and
    3. c. that any Player Fraud has taken place.
89. 8.24 Further, MRG shall be entitled to set-off from future amounts payable to the Affiliate, any amounts already received by the Affiliate which MRG considers have been generated by Fraud.
90. 8.25 MRG reserves the right to take action against the Affiliate and/or the MRG Players generated by the Affiliate show patterns of manipulating and/or abusing the Uffiliates Scheme in any way whatsoever. If MRG determines that such conduct is being undertaken, it may terminate this Agreement with immediate effect and retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.
91. 8.26 For the avoidance of doubt, MRG shall be under no obligation to pay any Affiliate Remuneration with respect to MRG Players who are at any time blocked or suspended by MRG or its Group Companies for any reason (including for reasons of Fraud or any failure to validate the end-user account). However, for the purposes of calculating Net Revenue, MRG may still deduct any or all charges or expenses attributable to blocked or suspended MRG Players.

92. 9 CONFIDENTIALITY

93. 9.1 Prior to and during the Affiliate's participation in the Uffiliates Scheme, MRG may disclose to the Affiliate or the Affiliate might otherwise obtain certain information which is either marked as or by its nature is confidential and/or is proprietary to MRG or its Group Companies (herein referred to as "Confidential Information").
94. 9.2 The Affiliate 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 Approved Purpose.
95. 9.3 Confidential Information shall not include any information that is generally known or available to the public (other than as a consequence of a breach of this Agreement), or information required to be disclosed by applicable law (in which case the Affiliate will give MRG notice of such requirement prior to its disclosure).
96. 9.4 During the Term and thereafter, the Affiliate shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to MRG, the Group Companies, the Sites or the Uffiliates Scheme.

97. 10 TERM AND TERMINATION

98. 10.1 This Agreement will come into force on the Affiliate's acceptance of the terms and conditions of this Agreement as set out above and shall continue in force unless and until either the Affiliate or MRG notifies the other in writing (via email shall suffice) that it wishes to terminate this Agreement, in which circumstances this Agreement will terminate with immediate effect (“Term”).
99. 10.2 Notwithstanding the provisions of clause 10.1 above, and in addition to its other termination rights set out in this Agreement, MRG may immediately terminate this Agreement if it determines, in its sole discretion:
    1. a. that the Affiliate is suspected of being engaged in, Affiliate Fraud;
    2. b. that any MRG Players (which were introduced by, or are connected to, the Affiliate) are suspected of being engaged in, Player Fraud;
    3. c. that it has not been provided with documentary or other evidence (in each case to MRG's satisfaction) regarding the Affiliate's identity;
    4. d. that the Affiliate, or any of the Affiliate's activities, pose(s) a risk to the integrity of the Uffiliates Scheme;
    5. e. that the Affiliate Website(s) is targeted at, or otherwise permits access to, people younger than: (i) the age of eighteen (18); or (ii) the minimum age which is necessary to participate in gambling activities in the respective jurisdiction;
    6. f. that the Affiliate Website(s) is aimed at customers in, or otherwise permits access to, any of the Excluded Territories;
    7. g. that the Affiliate Website(s): (i) promotes discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation or age, (ii) includes content which is libellous, obscene, sexually explicit or violent, (iii) promotes any unlawful activities or (iv) is otherwise deemed unsuitable or inappropriate by MRG;
    8. h. that the Affiliate or the Affiliate Website(s) or marketing materials violate any MRG IPR or the Intellectual Property Rights of any third party;
    9. i. that the Affiliate or the Affiliate Website(s) or marketing materials is in breach of any Applicable Regulation (or where we suspect such) or that MRG's (or its Group Companies) affiliation with, or connection to, such site (or the Affiliate) would cause MRG (or its Group Companies) to breach any Applicable Regulation;
    10. j. that a change in Applicable Regulation (which has occurred or which is due to occur) would result in: (i) this Agreement becoming, or being likely to become, unlawful, illegal or unenforceable and/or (ii) it being likely MRG would cease to receive the commercial benefit from this Agreement which it had anticipated to receive at the date on which it became effective;
    11. k. that the Affiliate has failed to comply with clause 2.4;
    12. l. that the Affiliate's activity is deemed by MRG to prejudice MRG's or its Group Companies' compliance with any Applicable Regulations;
    13. m. the Affiliate is in breach of the Agreement;
    14. n. MRG or any Group Company is ordered or required by a Regulator, to terminate its relationship with the Affiliate;
    15. o. the Affiliate carries out any action which MRG reasonably believes will expose MRG or any Group Company to regulatory repercussions in any jurisdiction; or
    16. p. that the Affiliate has not complied with the DPA.
    
    
    

    Consequences of Termination

100. 10.3 Upon the termination of this Agreement for any reason, all rights and licences granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate shall not be entitled to any additional Affiliate Remuneration post-termination. Further, the Affiliate must immediately:
     1. a. cease use of and remove any and all of the Approved Content from the Affiliate Website(s);
     2. b. disable any links from its site to any Site;
     3. c. cease use of and return, any materials which have been provided, or made available, to it by MRG or its Group Companies; and
     4. d. stop any activity which promotes, creates and/or implies an association between the Affiliate (on the one hand) and the Uffiliates Scheme, MRG (or any Group Company) or the Sites (on the other hand).
101. 10.4 In the event that the Agreement is terminated under clause 10.2, MRG reserves the right to retain all Affiliate Remuneration and MRG will no longer be liable to pay any Affiliate Remuneration to the Affiliate.
102. 10.5 MRG may withhold the Affiliate's final payment (if applicable) for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from the Affiliate to MRG. MRG will be entitled to deduct, from any payments due and payable to the Affiliate, any such debts and/or liabilities owed to it by the Affiliate (if any).
103. 10.6 Any continued access and use by MRG Players of any of the Sites following the termination of this Agreement shall not constitute a continuation or renewal of this Agreement or a waiver of any prior termination or termination notice. For the avoidance of doubt, no additional payments will be due from MRG to the Affiliate in relation to MRG Players who were introduced to a Site via the Affiliate.
104. 10.7 The following clauses (together with any clauses which, by their nature, are intended to survive termination) shall survive termination of this Agreement for any reason: 2.4, 8.7, 10.3, 10.4, 10.5, 11, 12, 13, 15, 19.2 and 22.

105. 11 THE AFFILIATE'S REPRESENTATIONS AND WARRANTIES

     1. 11.1 Without derogating from, and in addition to, any of the Affiliate's other representations, warranties, covenants and obligations set out in this Agreement, the Affiliate hereby represents and warrants to MRG that:
        1. a. the execution, delivery and performance by the Affiliate of this Agreement and the completion by the Affiliate of the transactions contemplated hereby will not conflict with or violate any Applicable Regulation or other law, rule, regulation or agreement to which the Affiliate is subject;
        2. b. the Affiliate is not under the age of:(i) eighteen (18) or (ii) the age at which gambling activities are legal under the law of the jurisdiction which applies to the Affiliate;
        3. c. the Affiliate is not a resident of, and does not make any sites available or otherwise operate in, any of the Excluded Territories;
        4. d. the Affiliate is not involved in or does not intend to be involved in or is not aware of any act or traffic that involves its site and that constitutes or can be reasonably expected to constitute fraud or illegal activity under any applicable law, rule or regulation (including those relating to money laundering);
        5. e. the Affiliate will not while using the Approved Content on or in respect of the Affiliate Website(s), infringe: (i) the MRG IPR; or (ii) the Intellectual Property Rights of any third party;
        6. f. the Affiliate has, and will have throughout the Term, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable Regulator) required to enter this Agreement, participate in the Uffiliates Scheme and receive payment under this Agreement;
        7. g. the Affiliate Website(s) shall not distribute nor shall designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware;
        8. h. the Affiliate has the legal right to use the Affiliate Website(s) in relation to the Uffiliates Scheme;
        9. i. the Affiliate will only use the Approved Content to promote the Sites;
        10. j. only use the Approved Content to link to the Sites and to not link directly to registration or download pages;
        11. k. the Affiliate will use the most up to date Approved Content;
        12. l. it will not breach any of clauses 5.1 to 5.25; and
        13. m. it does not consider MRG’s services (or any Group Companies) to be offensive, objectionable, improper or unfair in any way.

     2. 12 INDEMNITY

     3. 12.1 Without limiting any of MRG’s rights and remedies hereunder or under any Applicable Regulation, the Affiliate hereby agrees to defend and hold MRG, its Group Companies their respective shareholders, directors, officers, employees, agents and other representatives harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other costs, proceedings, damages and expenses including professional costs and expenses) resulting from, arising out of, or in any way connected with:
        1. a. any breach by the Affiliate of any warranty, representation or other term set out in this Agreement;
        2. b. the performance of the Affiliate’s duties and obligations under this Agreement;
        3. c. any breach by the Affiliate of any Applicable Regulation;
        4. d. any action or omission by or of Affiliate that causes MRG (or any Group Companies) to be in breach of any Applicable Regulation;
        5. e. any alleged or actual infringement of any third party's Intellectual Property Rights or other rights arising out of the use or supply of the services provided by the Affiliate under this Agreement;
        6. f. the development, operation, maintenance, and contents of the Affiliate Website(s) or any materials, products or services linked to therein;
        7. g. any claim related to the Affiliate’s entitlement to use or the display of the Approved Content on the Affiliate Website(s);
        8. h. any claim or demand by a third party relating to the development, operation, maintenance or content of the Affiliate Website(s) (including without limitation the content on it, its domain name, any metatag or any adword or other search engine optimisation tool connected to it); and
        9. i. any and all payments that MRG (or any Group Company) is required to make to any of the Affiliate’s employees in the event that any judgment is imposed on MRG stating that an employer-employee relationship existed between MRG (or any Group Company) and such Affiliate employee.

     4. 13 LEGALITY OF USE

     5. 13.1 The Affiliate accepts sole responsibility for determining whether its participation in the Uffiliates Scheme is compliant with Applicable Regulations. The Affiliate understands and hereby acknowledges that MRG does not provide any guarantee, recommendation or assurance regarding such compliance.
     6. 13.2 The Affiliate acknowledges that it should obtain independent legal advice in respect of its participation in the Uffiliates Scheme, and that, if the Affiliate has any doubts or concerns regarding its participation in the Uffiliates Scheme or the receipt of any payments from MRG, the Affiliate should not participate in the Uffiliates Scheme.

     7. 14 NO WARRANTIES

     8. 14.1 MRG does not make any express or implied warranties or representations with respect to the Uffiliates Scheme, the Uffiliates Information Site or in respect of any arrangements contemplated by this Agreement (including without limitation with respect to their functionality, fitness for any particular purpose, suitability, merchantability, legality or non-infringement).
     9. 14.2 In addition, MRG does not make any representation that the operation of the Sites, Uffiliates Scheme and the Uffiliates Information Site will be uninterrupted or error-free and MRG will not be liable for the consequences of any interruptions or errors.
     10. 14.3 MRG shall not be liable in any way, nor shall it assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, content or any other aspect related thereto.

     11. 15 LIMITATION OF LIABILITY

     12. 15.1 Any liability of MRG to the Affiliate arising under or in connection with this Agreement and the Uffiliates Scheme is limited to direct losses only. MRG will not, under any circumstances, be liable (whether in contract tort (including negligence) or for breach of statutory duty or in any other way) for indirect, special, or consequential damage or loss of any kind, nor will it be liable for any other losses including, without limitation:
         1. a. loss of business, opportunity, goodwill, reputation, profits, revenue, contracts or anticipated savings,
         2. b. loss, damage or corruption of or to any data, 
         even if it has been advised of the possibility of such damages or losses.
     13. 15.2 In any event and under any and all circumstances, MRG's total liability arising under or in connection with this Agreement and the Uffiliates Scheme will not exceed the lower of: (i) the aggregate of all payments actually paid to the Affiliate under this Agreement over the six (6) month period preceding the event giving rise to the liability; and (ii) €10,000 (ten thousand euros).
     14. 15.3 Nothing in this Agreement shall serve to limit either party's liability to the other for: (i) death or personal injury caused by that party’s negligence; (ii) gross negligence; (iii) fraud or fraudulent misrepresentation or fraudulent misstatement; or (iv) any other claim which cannot be excluded or limited by law.
     15. 15.4 For the avoidance of doubt, in no event shall MRG (or any Group Company) be responsible or have any liability for any dispute or claim between the Affiliate and: (i) any Affiliate Customer (ii) any MRG Player; or (iii) any other user of the Affiliate's website. Affiliate hereby agrees to defend and hold MRG (and the Group Companies) and their shareholders, directors, officers, employees, agents and other representative harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) which result from, arise out of, or are in any way connected with such disputes or claims.

     16. 16 RELATIONSHIP OF PARTIES

     17. 16.1 The relationship between the parties to this Agreement is that of independent contractors and nothing contained in this Agreement shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between the parties.
     18. 16.2 No party possesses the power or authority to bind the other or to assume or create any obligation or responsibility, expressed or implied, on behalf of the other, and no party shall represent to anyone that it possesses such power or authority. The Affiliate will not make any statement, whether orally, on its site or otherwise, that could be reasonably construed to contradict the foregoing.

     19. 17 AMENDMENTS TO AGREEMENT

     20. 17.1 Without prejudice to clause 17.2 below, MRG may unilaterally amend any of the terms and conditions set out in this Agreement, at any time and at its sole discretion, by posting the amended agreement on the Uffiliates Information Site. Any changes will take effect from when posted on the Uffiliates Information Site (“Amendment Date”), and Affiliate hereby agrees to be bound by such changes on and from the Amendment Date. The Affiliate is solely responsible for regularly checking the Uffiliates Information Site and making itself aware of any such amended versions and changes.
     21. 17.2 Notwithstanding the generality of clause 17.1 or any other provision of this Agreement, MRG shall be entitled to require that the Affiliate immediately: (i) amends, deletes or removes any or all of the Approved Content in accordance with MRG's instructions; (ii) changes the placement and positioning of the Approved Content; and/or (iii) posts on the Affiliate Website(s) information regarding new features and promotions on the Sites.
     22. 17.3 Any variation of or amendment to this Agreement must, if the variation or amendment is proposed by: (i) MRG, be published on the Uffiliates Information Site; and (ii) Affiliate, be documented in writing and signed by both parties. None of the Affiliate, or the Affiliate or MRG's employees, officers or agents may orally amend, modify or waive any provision of this Agreement.
     23. 17.4 If any amendment made pursuant to clause 17.1 is unacceptable to the Affiliate, the Affiliate's only recourse is to terminate this Agreement, pursuant to clause 10.1, with immediate effect. Affiliate's continued participation in the Uffiliates Scheme following the Amendment Date will constitute a binding acceptance by the Affiliate of the amended Agreement, irrespective of whether or not the Affiliate has actually learned of or read the relevant changes.

     24. 18 MARKETING

     25. 18.1 Affiliate agrees that it shall not send direct promotional or marketing messages to any MRG Player or potential MRG Player via email, post, SMS, or any other means unless it has received MRG's explicit prior written consent (such consent to be given or withheld in MRG's sole discretion). In the event that MRG provides its consent such direct promotional or marketing messages shall be included in the definition of Affiliate Website(s). In no circumstance shall any consent provided by MRG pursuant to this clause 18.1 include the right for Affiliate to send any such direct marketing messages, or any other content, to Excluded Players.
     26. 18.2 In the event that Affiliate has been given written permission by MRG to engage in direct marketing, the Affiliate shall, prior to sending any such communication, share its database of Affiliate Customers (“Affiliate Database”) with MRG (via a secure method as notified by MRG to the Affiliate from time-to-time). MRG will use its bespoke software (the "Excluded Customers API") to identify anyone within the Affiliate Database who is an Excluded Player. MRG will remove the Excluded Players from the Affiliate Database before returning the revised Affiliate Database to the Affiliate. MRG shall use the data within the Affiliate Database solely for the purpose of identifying and removing any Excluded Players. The removal of the Excluded Players from the Affiliate Database shall not relieve the Affiliate of any of its obligations under this clause 18.
     27. 18.3 If MRG receives a complaint that the Affiliate has been engaging in sending spam messages or unsolicited messages, the Affiliate hereby agrees that MRG may provide to the party making the complaint any details required for the complaining party to contact the Affiliate directly in order for the Affiliate to resolve the complaint. The details which MRG may provide to the party making the complaint may include the Affiliate's name, email address, postal address and telephone number. The Affiliate warrants and undertakes that the Affiliate will immediately cease sending spam messages and unsolicited messages and make every effort to resolve the complaint. In addition, MRG reserves all of its rights in this matter including without limitation the right to immediately terminate this Agreement and the Affiliate's participation in the Uffiliates Scheme and to set off or charge the Affiliate for all claims, damages, expenses, costs, or fines incurred or suffered by MRG or any Group Companies in relation to this matter. Nothing stated or omitted herein shall in any manner prejudice any such rights.

     28. 19 DATA PROTECTION AND PRIVACY POLICY

     29. 19.1 The Affiliate shall comply with the terms of the Data Protection Addendum (“DPA”).
     30. 19.2 The Affiliate hereby indemnifies MRG (and its Group Companies) in respect of all costs, claims, fines, group actions, damages and expenses incurred by MRG (and/or its Group Companies), or for which MRG (and/or its Group Companies) may become liable, due to any failure by the Affiliate, its employees, agents, subcontractors or processors, to comply with any of its (or their) obligations under the DPA and/or the Data Protection Legislation. Nothing in this Agreement shall limit the Affiliate's liability under this clause 19.
         
         

         Use of the Affiliate's personal data

     31. 19.3 The Affiliate should read the Privacy Policy carefully, which sets out how MRG collects and uses the personal information provided by the Affiliate.

     32. 20 ANTI-BRIBERY AND CORRUPTION

     33. 20.1 MRG is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its affiliates and business partners comply with all Applicable Regulation and accord to the highest principles of corporate ethics.
     34. 20.2 In submitting an Application for enrolment in the Uffiliates Scheme and in performing the Affiliate's activities under this Agreement, the Affiliate undertakes to comply with all Applicable Regulation relating to anti-bribery and corruption and shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage related to any prospective, Leads, MRG Players, Affiliate Remuneration or otherwise.
     35. 20.3 MRG may immediately terminate this Agreement if it determines, in its sole discretion, that any of the Affiliate's activities do not fully comply with this clause 20 and retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.

     36. 21 ANTI-MODERN SLAVERY

     37. 21.1 The Affiliate confirms that it does not engage in slavery, servitude, forced labour, human trafficking or child labour (all as defined in the UK Modern Slavery Act 2015 (the "Act") and collectively to be referred to as "Modern Slavery").
     38. 21.2 The Affiliate undertakes to comply with applicable local labour regulations, including but not limited to, legally required working conditions, hours and minimum wage requirements. The Affiliate must also ensure that all of its employees and contractors undergo working age, identity and right to work checks, before being offered a contract with the Affiliate.
     39. 21.3 The Affiliate must have reasonable measures in place to ensure these standards are also adhered to by its suppliers and the Affiliate must not knowingly engage with suppliers who breach these standards.
     40. 21.4 If the Affiliate believes or suspects that the Affiliate has breached the policy, the Affiliate will raise this with its usual Mr Green contact person at the earliest possible stage. If the Affiliate does not have a usual Mr Green contact person or if the Affiliate feels that MRG has not adequately addressed the Affiliate's concerns, the Affiliate should send them in writing to 888's Company Secretary at corporate.secretary@888holdings.com.
     41. 21.5 MRG may immediately terminate this Agreement if it determines, in its sole discretion, that any of the Affiliate's activities do not fully comply with this clause 21 and retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.

     42. 22MISCELLANEOUS

     43. 22.1 Remedies and Injunctive Relief. The exercise of one or more of MRG's rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. The Affiliate acknowledges, confirms and agrees 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 the Affiliate of any provision of this Agreement, MRG's rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy. Nothing set out this Agreement shall limit or affect any of MRG's rights at law, equity, contract or otherwise for a breach or threatened breach of any provision of this Agreement.
         
         

         Governing Law and Jurisdiction

     44. 22.2 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the laws of Gibraltar.
     45. 22.3 Each party irrevocably agrees that the courts of Gibraltar shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
     46. 22.4 The English language version of this Agreement will prevail over any other language version issued by MRG.
     47. 22.5 Severability. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a court, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
     48. 22.6 Third Parties. Other than any Group Company, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
     49. 22.7 No Waiver. MRG's failure to enforce the Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
     50. 22.8 No Assignment. The Affiliate may not assign or transfer this Agreement including without limitation, the Licence or any part thereof without MRG's prior written consent (such consent to be given or withheld in MRG's sole discretion). MRG reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without the Affiliate's consent: (i) to any Group Company; or (ii) in the event of a merger, sale of assets or other similar corporate transaction in which MRG may be involved in. MRG will notify the Affiliate of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on the Uffiliates Information Site.
     51. 22.9 Entire Agreement. This Agreement constitutes the complete understanding and agreement of the parties and supersedes all prior negotiations, understandings, agreements, representations and warranties of any nature whether or not in writing between the parties with respect to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings, misrepresentations or representations that were made by or on behalf of the other party in relation to the subject matter of this Agreement at any time before the Agreement comes into force, other than those that are set out expressly (or cross-referred to) in this Agreement. Notwithstanding the foregoing, nothing in this clause 22 will exclude or restrict the liability of the Affiliate arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
     52. 22.10 Set-Off. Without derogating from the rights of MRG under this Agreement and/or by law, MRG may set off any amount which the Affiliate owes to it pursuant to this Agreement and/or by law from any sum that the Affiliate is entitled to receive from MRG, from whatever source.
     53. 22.11 Notices. Unless otherwise agreed to by the parties in writing, all notices required under this Agreement will be deemed effective: (i) in the case of notices sent by the Affiliate, when the Contact Us Form has been completed by the Affiliate and received by MRG or its Group Company, and (ii) in the case of notices sent from MRG to the Affiliate (save where MRG is permitted to amend this Agreement in accordance with clause 17.1- in which circumstances the amendments will take effect in accordance with that clause), when the email is sent to the email address registered by the Affiliate when setting up its account (or which is otherwise updated by the Affiliate via its account).
     54. 22.12 Interpretation. Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa. The headings in this Agreement are for ease of reference only and shall not affect its construction.

Affiliate Denmark Agreement

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Virtual Marketing Services (Gibraltar) Limited (the "Company", "we", "us" or "our"), and you (the "Affiliate", "you" or "your"), regarding your application to participate as an affiliate of the Company in its affiliates scheme (the "Uffiliates Scheme"). As an affiliate your role will be to promote the sites, brands and the applications "888.dk", "888casino.dk", "888poker.dk" and "888 sport.dk" (the "Sites") in accordance with the terms of this Agreement. By marking the "I have read and agree to the terms and conditions" box (or similar wording) you accept the terms and conditions of this Agreement, which is a legally binding agreement between you and us.

1. Uffiliates Application and Enrollment

   1. To become an affiliate within the Uffiliates Scheme, you will have to submit a completed Uffiliates application, made available on http://affiliates.888.com/ (the "Uffiliates Information Site"). We will evaluate your application and, provided that your application is acceptable, notify you of your acceptance to the Uffiliates Scheme. We shall have the right at our sole discretion to reject your application to the Uffiliates Scheme at any time.
   2. We may reject your application or terminate this Agreement with immediate effect, if we determine, in our sole discretion, that your marketing methods (including websites, emails, applications, all as indicated in your application) (collectively the "Affiliate Websites") are not suitable for any reason, including, but not limited to, inclusion of content on your Affiliate Websites that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues, or (v) any unlawful behavior or conduct.
      
      Similarly, we shall reject your application or terminate this Agreement if we determine, in our sole discretion, that any of your Affiliate Websites are designed to appeal to minors.
   3. The Company is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard. Therefore, we shall reject your application or immediately terminate this Agreement if we deem, at our sole discretion, that any of your Affiliate Websites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware.
   4. The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption (the "Anti Bribery and Corruption Policy"), to ensure that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, in submitting an application for enrollment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all applicable laws related to the fight against bribery and corruption and shall not offer, promise, give, authorize, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates (each as defined below) or otherwise. We shall reject your application or immediately terminate this Agreement if we determine, in our sole discretion, that any of your activities do not fully comply with our Anti Bribery and Corruption Policy.
   5. You shall have no right to appeal any decision by the Company to reject your application.
   6. The Company reserves the right to perform background checks on you and request any relevant documentation, for any reason, including (but not limited to) any investigation into your identity, personal history, registration details, such as name, address and age and your financial transactions and financial standing.
      
      The Company is under no obligation to advise you that such investigation is taking place. Such activities may include the use of specific third party companies, who perform the investigations as required. The Company may decide at its sole discretion to terminate this Agreement on the basis that such an investigation provides a negative or uncertain conclusion.
      
      The documents requested by us shall typically include an identity card, certificate of incorporation or anything analogous thereto and proof of address. If deemed necessary, the Company may request that the said document copies are notarized by a Public Notary. In the event our requests for documents are not completed or if we suspect that they have been tampered with, or are in any way provided to mislead or misrepresent – we shall be under no obligation to accept such documents as valid and we may: (i) withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you; and (ii) terminate this Agreement with immediate effect.
   7. You should also read our Privacy Policy carefully, which sets out how we collect and use the personal information which you provide us with.
   8. Each party shall comply with the Data Protection Addendum.

2. Protection of Minors

   In accordance with Danish laws and regulations, persons under the age of 18 are not allowed to register with or play on the Sites. The Sites are not designed to attract children or adolescents, and we take certain measures to block underage persons from registering with the Sites. Therefore, we shall reject your application if we determine, at our sole discretion, that any of your Affiliate Websites are designed to appeal to minors and, as such, are not suitable for the Uffiliates Scheme.

3. Setting Up Links and Promotions

   1. In the event of your acceptance as an affiliate, we will make available to you banner advertisements, button links, text links and other content as determined by the Company which will be associated with you on our system, all of which shall relate and link specifically to the Sites (collectively referred to hereinafter as the "Links"). You may display such Links on your Affiliate Websites, provided you abide by the terms and conditions of this Agreement and that you possess the legal right to use the Affiliate Websites in relation to the Uffiliate Scheme.
   2. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. If during the term of this Agreement you wish to place the Links on websites other than the Affiliate Websites you must request and receive the Company’s prior written permission for the placement of the Links on such alternative websites before placing any such Links (where permission is granted, such alternative websites shall then become Affiliate Websites for the purposes of this Agreement).
   3. You may not modify a Link, unless you have received prior written consent from the Company to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we may take such measures as to render such Links inoperative. You may not advertise the Sites in any way not approved in advance by the Company in writing.
   4. In addition to your use of Links you may promote the Sites by means of publication of bonus codes (each a "Promotion" and collectively the "Promotions"). Your activities in relation to a Promotion shall be strictly in accordance with applicable laws and regulations and the Company's and/or any Group Company's relevant guidelines as such shall exist and be amended from time to time. Your offering of a Promotion at any time shall be conditional on your receipt of prior written consent from the Company for the Promotion and in the event that you do not receive our consent in relation to a Promotion, you shall not be permitted to receive any Commissions generated on account of Money Players, as defined below, in relation to such unapproved Promotion.
      
      For the purposes of this Agreement "Group Company" or "Group Companies" shall mean any entity directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise.
   5. You shall only market or promote the Sites to persons located in Denmark.
   6. You will not market or promote the Sites or use any of the Licensed Materials (as defined below) on any website, software, application or portal which infringes upon the intellectual property rights of any third party.
   7. You shall refrain from marketing the Sites in any way which might compete with our own marketing efforts, unless you have received written approval from us in such regard. By way of example, only the following activities will be considered to be activities, which if undertaken by you, would compete with our own marketing efforts and are prohibited hereunder: (i) the placement of Links on any Internet sites on which we place advertisements for the Sites; and (ii) the promotion of the Sites by you by way of keyword advertising with Internet search engines.
   8. You must not market or promote the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggest or apply peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggest gambling is a “rite of passage”.
   9. Your breach of the foregoing provisions will constitute a breach of this Agreement, and the Company retains full authority to: (i) terminate this Agreement immediately in the event of such breach; and (ii) retain for its own account any Commission accrued to your benefit at such time and thereafter and the Company will no longer be liable to pay such Commission to you
   10. In relation to PPC and keyword bidding it is hereby made clear that you may not advertise (make use in any search engine ads) or purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to any of the Company's or its Group Companies trademarks or trade names from time to time, which includes but is not limited to "888" or any word similar to the name of the Sites and all other sites or applications owned or operated by any Group Company (collectively the "Group Websites"). In addition you shall not include metatag keywords in PPC advertising which are identical or similar to any 888 trademarks or trade names from time to time or otherwise include the word "888".
   11. We may at any time disable any Link and/or the Licensed Materials.

4. Leads and Money Players

   1. With respect to revenue share trackers, a "Lead" shall mean a distinct Internet user who during the term of this Agreement accesses one of the Sites directly through a Link published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement, opens a new user account with such Site and makes the required minimum deposit. For clarification, an Internet user shall not qualify as a Lead if such user has previously deposited in any other user account with such Site.
      
      With respect to CPA trackers or hybrid trackers with a CPA component, a "Lead" is a distinct internet user who, during the term of this Agreement: (i) accesses one of the Sites directly through a Link which is published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement; and (ii) then registers a new user account with that Site; and (iii) deposits to that account an amount at least equal to the minimum deposit limit required with that Site within 90 days of registering with such Site ("Deposit Period"). We may agree with you by email to amend the Deposit Period with regards to a specific Site or across all Sites.
      
      Notwithstanding the foregoing, players who received a first money transfer into their account from a third party shall not be required to make a minimum deposit in their new user account prior to becoming a Lead (such players however shall not be counted for payments associated with CPA trackers or hybrid trackers and shall not contribute to any tranche associated with progressive revenue share schemes).
   2. A "Money Player" is a Lead who in addition has:
      1. For CPA trackers and CPA component in hybrid trackers: (i) been promptly verified and approved by the Company or its Group Companies in accordance with applicable regulatory requirements, including any applicable age or ID verification; and (ii) meets any other qualifications based on gaming activity which we or our Group Companies may add from time to time at our discretion.
      2. For Revenue Share trackers: plays on any of the Sites.
   3. Neither you nor any of your relatives (or where the person entering into this Agreement is a legal entity, neither the directors, officers nor employees of such company or the relatives of such individuals) are eligible to become Leads or Money Players. Should you or any of your relatives attempt to do so the Company may terminate this Agreement and retain all Commissions otherwise payable to you. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
   4. The number of Leads per individual household computer, tablet device and mobile device is strictly limited to one.
   5. The Company’s measurements and calculations in relation to the number of Money Players and the relevant Gross Revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of your Money Players and the relevant Gross Revenue figures available to you through the Uffiliates Information Site. It should be noted that the Uffiliates Information Site is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including any payment. Such data is provided on a dynamic basis and may change. In case of discrepancy between the data provided through the Uffiliates Information Site and the Company's records, the Company's records shall govern. To permit accurate tracking, reporting and Commission accrual, you must ensure that the Links between your Affiliate Websites and the Sites are properly formatted throughout the term of this Agreement.
   6. The Company shall have full access to information collected about a Lead as described under clause 4.1, and the Company maintains the right to obtain, store and utilize such information.

5. Commissions

   1. The default commission scheme and the commission amount payable to you under this Agreement, shall be made available to you by the Company through your affiliate account with the Uffiliates Scheme as may be amended by the Company from time to time (without notice to you) (the “Commission”). The commission scheme and/or Commission may be modified in accordance with the terms of this Agreement or on the written agreement of the parties (for which email shall suffice).
      
      If the scheme that applies includes a revenue share component, you will receive the applicable share of Gross Revenue as such term is defined below and subject to the terms herein.
      
      "Gross Revenue" shall mean the total of all applicable Money Players’ contributions to poker table game rakes (calculated as detailed below) and poker tournament fees (excluding the prizes) plus the sum of such Money Players’ settled bets on non-poker games (excluding any contributions to progressive jackpots), less the winnings of such Money Players on non-poker games (other than cashed-out progressive jackpot winning amounts), less any credits, bonuses, bonus points or other promotional amounts given to such Money Players, less any Tournament Overlays (as defined below), less any returned transactions or any uncollected (or refunded) revenue attributable to such Money Players (including chargebacks, ‘preventative’ chargebacks or in settlement of any claims involving a Money Player), less any administration fees relating to the Uffiliates Scheme, less any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, and applicable Facebook fees) attributable to such Money Players, less any licensing fees, applicable gaming taxes, value added taxes, duties, or similar mandatory payments imposed by any authority having jurisdiction over the Company and/or any Group Company.
      
      A Money Player's contribution to poker table game "rake" is calculated using the following formula: (A/B) x C
      
      where: "A" is the actual amount staked in "A" by the Money Player; "B" is the total bet of such hand; and "C" is the total "rake" of such hand.
      
      For example, if the Money Player’s stake is two US Dollars ($2.00) and the total bet in the hand is ten US Dollars ($10.00) and the "rake" of the hand in question is one US Dollar ($1.00), the Money Player's contribution to the rake will be twenty cents ($0.20).
      
      Notwithstanding the foregoing, the Company reserves the right to change the "rake" allocation model from time to time and may do so with respect to all Money Players, both existing and new.
      
      "Tournament Overlays" means the applicable portion as determined by the Company of the total sum of shortfalls (if any) between the guaranteed prize amount and the total prize pool collected from the participants of any guaranteed poker tournament (including free-rolls, network shared tournaments, and tournaments set up at the Affiliate’s request and agreed by the Company).
   2. For the avoidance of doubt, the Company shall be under no obligation to pay any Commission with respect to Money Players who are at any time blocked or suspended by the Company or by any Group Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, for the purposes of calculating Gross Revenue the Company may still deduct any or all charges or expenses attributable to blocked or suspended Money Players.
   3. Notwithstanding the foregoing, you acknowledge and agree that a different payment scheme may apply to other affiliates who are already being paid by the Company in accordance with an older or alternative payment scheme or in other particular cases as determined at the Company's sole discretion from time to time.
   4. Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component with respect to www.888poker.dk and its related application, shall only be payable for a maximum period of 24 months from the date on which the applicable Internet user qualifies as a Lead on the relevant site and in any event only during the term of this Agreement.
   5. You hereby acknowledge and accept that all Commission amounts will be displayed by us in US Dollars but actually paid to you in Euros. All currency conversions executed by the Company for such purpose shall be in accordance with the average monthly exchange rate published on www.oanda.com at the time of conversion.
   6. You shall be solely liable for any tax, charge or levy imposed on you in respect of your receipt of any sum due and payable under this Agreement by the relevant authority and all amounts due and payable by the Company to you hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and the Company shall be under no obligation to increase such payment in the event such tax becomes applicable.
      
      Without derogating from the foregoing, the Company shall be entitled to deduct and withhold from any Commission payments due to you, and to pay over to the relevant tax authorities, any amount on account of taxes, in accordance with its obligations under applicable law. Any such amount deducted and withheld by the Company shall be deemed paid to you for all purposes hereunder.
   7. Subject to all other terms of this Agreement, all Commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each calendar month. Payments of Commissions shall be made directly to you as per your preferred payment method and to the account detailed by you as part of your application process (the "Payment Account"). It is your responsibility to ensure that the details provided by you are both accurate and complete and the Company will have no obligation whatsoever to verify the accuracy and completeness of such details. In the event that you provide the Company with incorrect or incomplete details or you have failed to update your details and as a result your Commission is paid to an incorrect Payment Account, the Company shall no longer be liable to you for any such Commission. Without derogating from the forgoing, if the Company is not able to transfer the Commissions to you, the Company 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. Should the Company not be able to transfer any Commission payment for 6 consecutive months as a result of any incomplete or incorrect details of your Payment Account or for any other reason beyond the control of the Company, the Company reserves the right to withhold any such Commission payments and will no longer be liable to pay such Commission.
   8. The Company reserves the right to request that you provide the Company with written documentation (such as for example a current bank statement with respect to payment to a bank account) verifying all your beneficiaries and details of your Payment Account at any time, including without limitation upon registration, to comply with the Company’s policies with regards to its legal and regulatory obligations and/or when any change is made relating to your Payment Account. The Company is not obligated to make any payments until verification is completed to its satisfaction. If the Company believes at its sole discretion that you have failed to provide it with such verification, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commissions which have accrued to your benefit at such time or thereafter.
   9. The Company reserves the right to take action against you and/or your Money Players that show patterns of manipulating the Uffiliates Scheme in any way whatsoever. If we determine at our sole discretion that such conduct is being practiced, we may withhold and keep any Commission payments accrued to the benefit of the Affiliate at such time and thereafter and terminate this Agreement with immediate effect.
   10. Where you earn your Commission in accordance with the revenue share schemes as set out above the Company will apply a negative balance carry-over policy (the "Policy"). The Policy consists of the following two rules : (i) in reaching the total Commission amount owed to you in a calendar month the Company shall calculate all Commissions, both positive and negative, generated by Money Players via our Sites; and (ii) in the event that at the conclusion of a calendar month the Commission generated by Money Players via our Sites is a negative amount, we shall apply such negative amount to the Commission calculation of the subsequent calendar months until such time as the negative balance has been fully set-off against future positive Commission amounts generated or any other payment payable to you by any Group Company or issue an invoice for such negative amount at our discretion.
   11. The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   12. The Company 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.
   13. In the event that the Commission to be paid to you in any calendar month is less than $250 (the "Minimum Amount"), the Company shall not be obligated to make the payment until such time as the Commission is equal to or greater than the Minimum Amount.
   14. The Company reserves the right to reduce your Commission relating to a specific Site in the event that you do not have any persons qualifying as Leads on such Site or through the account associated with such Site, in three (3) consecutive calendar months.
   15. The Company retains the right to review all Commissions for possible fraud, whether such fraud is on the part of the Money Player, on the part of a Sub-Affiliate, or on your part. In any period of time during which the Company reviews Commissions for possible fraud, such review period not to exceed 180 days, the Company shall have the right to withhold any Commission accrued in your favor, such Commissions not to be paid until such time as the review has been concluded. Any incidence of fraud on your part (or the part of a Lead, Money Player or Sub-Affiliate) constitutes a breach of this Agreement by you. In case of such breach, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commissions which have accrued to your benefit at such time in relation to same whether such Commissions were generated through fraud or otherwise. The Company also retains the right to set-off from future Commissions payable to you any amounts already received by you which can be shown to have been generated by fraud.
       
       For the purpose of this Agreement and by way of example only the term "fraud" shall include, but shall not be limited to: (i) the encouragement by you or a third party of bonus abuse on the part of the Money Players; (ii) a chargeback executed by a Money Player in relation to their initial deposit; (iii) collusion on the part of the Money Player with any other player on the Sites or Group Websites; (iv) the opening of an account in breach of the terms of this Agreement; (v) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise), including without limitation "rake back", to potential or existing Money Players; (vi) creating or using a single Link intended to be used by a single Lead; (vii) any use by you or a potential Money Player or a Money Player of any software program, robot or external aid, which is endowed with artificial intelligence, to play real money games on the Sites; and (viii) any other act by you or by a Money Player which is reasonably understood to have been committed in bad faith against the Company or its Group Company regardless of whether or not such action has resulted in any type of harm or damage to the Company or its Group Company. In the event of a suspected "rake back" activity on your part (based for example, on the detection of numerous Affiliate serials with only one or very few accounts on each), the Company shall have the right to immediately block your account and you shall forfeit any past and future Commissions which have accrued to your benefit.
   16. For the avoidance of doubt it is hereby stated by the Company and agreed by you that the Commissions which the Company shall pay to you shall relate solely to the casino, poker or sport products which you directly advertise via the Links. The Company shall have no obligation whatsoever in relation to future products or services provided to Money Players by the Company, any Group Company or their commercial partners. In addition the Company shall not be liable for any payment in respect of activity relating to any user account other than the user account registered in the particular Site promoted by you in which the respective user qualified as a Lead and Money Player, and subject always to the terms of this Agreement.
   17. Your account is solely for your benefit. You shall not allow any third party to use your account, password or identity to access or use the Uffiliates Scheme and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform the Company immediately if you suspect that your account is being misused by a third party and/or any third party has access to your account username or password. For the avoidance of any doubt, the Company shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefrom.
   18. The Company reserves the right, at its sole discretion, to immediately cease any or all marketing efforts in certain jurisdictions and will not be liable to pay you any Commissions which have accrued to your benefit that are attributable to such jurisdictions, without notice to you.

6. Intellectual Property

   1. In the event of your acceptance to the Uffiliates Scheme, we shall grant you a non-transferable, non-exclusive, revocable license to place the Links on your Affiliate Websites during the term of this Agreement, and solely in connection with the Links, to use the Company's, its Group Companies and their licensors' logos, trade names, trademarks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Sites.
   2. You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever.
   3. You may not use any Licensed Materials for any purpose whatsoever other than promoting the Sites, and in any event, you may not use the Licensed Materials without first submitting a sample of such proposed use to us and receiving our prior written consent to such us.
   4. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Company or anyone else negatively.
   5. The Company, its Group Companies and their licensors reserve all of the intellectual property rights in the Licensed Materials.
   6. We may revoke your license to use the Licensed Materials at any time by written notice to you, whereupon you shall immediately destroy or deliver up to us all such materials that are in your possession. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.

7. Obligations Regarding Your Affiliate Websites and Marketing Materials

   1. You will be solely responsible for the technical operation of your Affiliate Websites and the accuracy and appropriateness of materials posted on therein.
   2. You agree that your Affiliate Websites will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof), nor will you create the impression that any of your Affiliate Websites are any of the Sites (or any part thereof).
   3. You also agree that none of your Affiliate Websites will contain any content of the Sites and/or Group Websites or any materials which are proprietary to the Company or its Group Companies, except (i) with our prior permission, or (ii) the Links. In particular, you are not permitted to register a domain name that includes, incorporates or consists of the Company's or its Group Companies' trademarks or any domain name that is confusingly similar to such trademarks.
   4. On execution of this Agreement and as a continuing obligation, you will inform the Company of any domain names you own which are in breach of the foregoing. Once we become aware that you have registered a breaching domain name you will be informed and required to transfer the domain name to us or an entity nominated by us, forthwith and free of charge. YOUR OBLIGATION TO TRANSFER DOMAIN NAMES REGISTERED IN BREACH OF THIS CLAUSE EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. We may, in our sole discretion, withhold all Commission payments that may be due to you until the domain name is transferred.
   5. You will not use any unsolicited or spam messages to promote the Sites. In the event we receive a complaint that you have been sending spam messages, you hereby agree that we may provide to the party making the complaint any details required for the complaining party to contact you directly in order for you to resolve the complaint. The details which we may provide to the party making the complaint, include your name, email address, bricks and mortar address and telephone number. You hereby warrant and undertake that you will cease sending spam messages and make every effort to resolve the complaint. In addition, we reserve all of our rights in this matter including without limitation the right immediately terminate this Agreement and your participation in the Uffiliates Scheme and to set off or charge you for all claims, damages, expenses, costs, fines incurred or suffered by us in relation to this matter. Furthermore, in the event we terminate the Agreement under this clause 7.5, we shall withhold any Commission otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you. Nothing stated or omitted herein shall in any manner prejudice any of our rights.
   6. You will ensure that your Affiliate Websites and any related marketing materials or communications comply with all applicable laws, regulations, codes of conduct, rules, conditions and directives, do not contain any spyware, adware or other unwanted threats and do not infringe any right of any third party, including intellectual property rights, directly or indirectly.
      
      When marketing our Sites, you shall ensure amongst other things: (i) any advertisement, incentive or reward scheme under which an Internet user is offered money, goods or any other advantage, must clearly set out all significant terms, conditions, limitations and qualifications subject to which the benefit is being offered. These must be displayed on the ad itself, or (if significant time or space restrictions preclude such presentation, e.g. on a banner ad), the applicable terms, conditions, qualifications and limitations must be immediately and prominently visible one click away from the relevant ad. (ii) you must not market our Sites in a manner which is in violation of applicable laws, regulations, conditions and codes of conduct.
      
      If you are in doubt regarding the compliance of a particular marketing method or material – you must seek the Company's prior written approval, (iii) you may only use the Licensed Materials provided to you directly by the Company that are available via the Uffiliate Information Site, (iv) any Licensed Material must link to the Sites and may not link directly to registration or download pages.
      
      If your Affiliate Websites or any related marketing materials or communications are found to breach or infringe any of the above or contain any spyware, adware or other unwanted threats, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past and future Commissions which have accrued or which shall accrue to your benefit and we shall will no longer be liable to pay such Commission to you.
   7. You undertake to immediately comply with all instructions and guidelines provided by the Company or published on the Uffiliates Information Site in relation to your activities in marketing and promoting the Sites including, without limitation, any instruction received from the Company requesting you to post on the Affiliate Websites information regarding new features and promotions on the Sites. If you are in breach of the foregoing, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past and future Commissions which have accrued or which shall accrue to your benefit and we shall no longer be liable to pay such Commission to you.
   8. You will indemnify and hold the Company, its Group Companies and their respective directors, officers, members, employees, representatives and advisors harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Affiliate Websites or any materials, products or services linked to therein.
   9. You hereby acknowledge that your conduct as an Affiliate has the potential to cause substantial damage to the Company’s and the Sites’ reputation and goodwill, and you undertake that at all times consider the goodwill and reputation of the Company and the Sites and to act in an appropriate manner.
   10. You shall provide such information to the Company (and co-operate with all requests and investigations) as the Company may reasonably require in order for the Company or any Group Company to satisfy any information reporting, disclosure and other related obligations to any Regulator from time to time, and shall co-operate with all such Regulators directly or through the Company, as required by the Company.
       
       For the purposes of this Agreement "Regulator" shall mean any governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) the Company or Group Companies from time to time.

8. Term

   1. The term of this Agreement will begin upon your acceptance to the Uffiliates Scheme as an Affiliate and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail.
   2. In the event that you do not log into your account for 90 consecutive days, we may terminate this Agreement without notice to you.
   3. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid (if applicable).
   4. Without derogating from any other provision in this Agreement, the Company may terminate this Agreement on written notice to you in the event that: (i) you carry out any action which the Company reasonably believes will expose the Company or any Group Company to regulatory repercussions in any jurisdiction; (ii) the Company reasonably believes that you have breached applicable laws, regulations, codes of conduct, rules, conditions and/or directives; and/or (iii) the Company or any Group Company is ordered or required by a Regulator, to terminate its relationship with you. In such event of termination, the Company may retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay any Commission to you.
   5. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Websites, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Uffiliates Scheme. If applicable, following the termination of this Agreement and our payment to you of all Commissions due at such time of termination, we shall have no obligation to make any further payments of Commissions to you.

9. Modification

   1. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. You agree that posting a change of terms notice or a new agreement on our Uffiliates Information Site is considered sufficient provision of notice and such modifications shall be effective as of the date of posting.
   2. Modifications may include, but are not limited to, changes to the list of the Sites, the scope of available commission fees, commission schedules and payment procedures. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Uffiliates Scheme following our posting of a change notice or new agreement on our Uffiliates Information Site will constitute binding acceptance by you of the change. Due to the above, we advise you to frequently visit the Uffiliates Information Site and review the terms and conditions of this Agreement.

10. Limitation of Liability

    
    We will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or your participation in the Uffiliates Scheme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total Commissions paid or payable to you under this Agreement.

11. Relationship of Parties

    You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

12. Disclaimers

    THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE UFFILIATES SCHEME OR THE UFFILIATES INFORMATION SITE (INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, THE COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITES OR THE UFFILIATES INFORMATION SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

13. Representations and Warranties

    1. You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with its terms; (ii) all the information provided by you with regards to your application to the Uffiliates Scheme are true and accurate; (iii) such acceptance and the 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; (iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable regulatory or governmental authority) required to enter this Agreement, participate in the Uffiliate Scheme or receive payment under this Agreement; and (v) you are an adult of at least 18 years of age.
    2. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.

14. Confidentiality

    1. We and/or our Group Companies may disclose to you certain information as a result of your participation as an Affiliate within the Uffiliates Scheme, which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if the same is required by law or legal process.
    2. You shall not make any public announcement with respect to any aspect of this Agreement or your relationship with the Company without the prior written approval of the Company.
    3. Without derogating from clause 14.2, during the term of the Agreement and thereafter, you shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to the Company, the Group Companies, the Group Websites, the Sites or the Uffiliates Scheme.

15. Indemnification

    You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, Group Companies, successors and assigns (the “Indemnified Parties”), from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by any of the Indemnified Parties (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on: (i) the breach of this Agreement by you or any representation or warranty made by you herein; (ii) any claim related to your Affiliate Websites; and/or (iii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Websites.

16. Anti-Bribery and Corruption

    1. The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and accord to the highest principles of corporate ethics.
    2. In submitting an Application for enrolment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all applicable laws relating to anti-bribery and corruption and shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates or otherwise.
    3. The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 16 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

17. Anti-Modern Slavery

    1. You confirm that you do not engage in slavery, servitude, forced labour, human trafficking or child labour (all as defined in the UK Modern Slavery Act 2015 (the "Act") and collectively to be referred to as "Modern Slavery").
    2. You undertake to comply with applicable local labour regulations, including but not limited to, legally required working conditions, hours and minimum wage requirements. You also must ensure that all your employees and contractors undergo working age, identity and right to work checks, before being offered a contract with your business.
    3. You must have reasonable measures in place to ensure these standards are also adhered to by your suppliers and you must not knowingly engage with suppliers who breach these standards.
    4. If you believe or suspect that you have breached the policy you will raise this with your usual 888 contact person at the earliest possible stage. If you do not have a usual 888 contact person or if you feel that we have not adequately addressed your concerns, you should send them in writing to 888’s Company Secretary at Corporate.Secretary@888holdings.com.
    5. The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 17 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

18. Entire Agreement

    The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this Agreement shall be valid or binding between the parties.

19. Independent Investigation

    You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Uffiliates Scheme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

20. Miscellaneous

    1. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with laws of Gibraltar. The courts of Gibraltar will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions contemplated thereby.
    2. Without derogating from the rights of the Company under this Agreement and/or by law, the Company may set off any amount which you owe to it pursuant to this Agreement and/or by law from any sum that you are entitled to receive from the Company, from whatever source.
    3. You may not assign this Agreement, by operation of law or otherwise, without our express prior written consent. Subject to the foregoing, this Agreement will be binding on and inure to the benefit of, and be enforceable by the parties and their respective successors and assigns. You may not sub-contract or enter into any arrangement whereby another person is to perform any or all of your obligations under this Agreement.
    4. 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.
    5. The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any Group Company, or (ii) in the event of a merger, sale of assets or other similar corporate transaction in which the Company may be involved in. We will notify you of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on the Uffiliates Information Site.
    6. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a court of competent jurisdiction, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
    7. Other than the Group Companies, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
    8. Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    9. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa.
    10. Any provisions hereof which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose. Without derogating from the generality of the foregoing, clauses 8.5, 10, 12, 14, 15, 20 and 21 shall survive termination of this Agreement shall survive termination of this Agreement.

21. 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.

Sub-Affiliates Terms & Conditions

The following terms and conditions shall govern our agreement with you in respect of Sub-Affiliates. Capitalized term used herein and not otherwise defined shall have the meaning assigned to them in the Agreement set out above. All the other terms and conditions of the Agreement shall remain unchanged and shall continue to be in full force and effect.

1. Definition.

   A "Sub-Affiliate" shall mean an affiliate introduced to the Company by you. To avoid doubt, we shall offer one tier of Sub-Affiliate Commissions (as defined below) such that you shall be paid only for Sub-Affiliates introduced by yourself and not by the Sub-Affiliate.

2. Introduction.

   You may introduce potential Sub-Affiliates to the Company via the "Introduce a Sub-Affiliate" link located on the Uffiliates Information Site. Potential Sub-Affiliates will be required to submit a completed Uffiliates application. We will evaluate the Sub-Affiliate application and we reserve the right at our sole discretion to accept or reject such application..

3. Sub -Affiliate Agreement.

   As a condition of our acceptance of a Sub-Affiliate to the Uffiliates Scheme, each Sub-Affiliate will be required to accept the Agreement.

4. Sub-Affiliate Commissions.

   Sub-Affiliates shall receive commissions from the Company in accordance with the commission scheme as agreed between such sub-affiliate and the Company. You shall be entitled to receive commissions from the Company in relation to commissions received by Sub-Affiliates introduced by you (a "Sub-Affiliate Commission"). The Sub-Affiliate Commission received by you shall be linked to the commission scheme agreed between such sub-affiliate and the Company 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 commissions from the Company on a per Money Player basis but your Sub-Affiliate receives commissions from the Company on a Gross Revenue basis, your Sub-Affiliate Commission shall be calculated on a per Gross Revenue basis. The Sub-Affiliate Commissions shall be as set out on http://affiliates.888.com/en/commissions/sub-affiliates.htm
   
   Notwithstanding the foregoing, in the event you cease to generate new Leads for more than a month, we reserve the right to remove the Sub-Affiliate Commissions from your account without notice. In addition, if any of your Sub-Affiliates fails to generate new Leads for over 3 months we shall be entitled to disconnect such Sub-Affiliate from your account at our sole discretion.

5. Restrictions.

   In relation to Sub-Affiliates you are strictly prohibited from doing any of the following: (i) introducing yourself or a family member as a Sub-Affiliate, (ii) offering or providing a Sub-Affiliate or potential Sub-Affiliate any incentive (financial or otherwise) to act as or become a Sub-Affiliate, (iii) attempt to use the Sub-Affiliate scheme in any way whatsoever in bad faith against the Company. Any such attempt on your part shall be considered a fraudulent act against the Company and the Company shall have the right to immediately block your account and you shall forfeit any past and future commissions which have accrued to your benefit.

6. Modification.

   We may modify any of the terms and conditions contained herein, at any time and at our sole discretion.

AFFILIATE DENMARK AGREEMENT FOR THE Mr GREEN BRANDED SITES

By marking the "I have read and agree to the terms and conditions" box (or similar wording) or "I accept the new Terms and Conditions" box (or similar wording), the Affiliate acknowledges that it has read this Agreement and agrees to be bound by its terms and conditions.

This Agreement is made between you (the “Affiliate”) and MRG (as “MRG” is defined below).

1. 1 DEFINITIONS

   “Affiliate”	means the party (other than MRG) to this Agreement;
   “Affiliate Customers”	means those potential MRG Players that the Affiliate directs (or has collected contact information from, for the purpose of directing) to Sites pursuant to this Agreement and who may become MRG Players as a direct result of the Affiliate's actions;
   “Affiliate Fraud”	means an actual or attempted act by the Affiliate which is reasonably deemed by MRG to be: (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud MRG, the Group Companies or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes MRG, the Group Companies or any of the Sites any damage or harm. Affiliate Fraud shall include, without limitation: collusion; abuse of bonuses or other promotions or the encouragement by the Affiliate of such; abuse of the Affiliate Remuneration reward structure; violation of money-laundering or other laws and regulations; false, misleading or unauthorised advertising or representations; use of stolen credit cards; the offering or providing by the Affiliate or any third party of any unauthorised incentives (financial or otherwise) which includes without limitation any rake-back activity;
   “Affiliate Remuneration”	means the remuneration paid to Affiliate by MRG, based on : (i) Revenue Reward; (ii) CPA; (iii) a combination of Revenue Reward and CPA; or (iv) as otherwise agreed in writing between the parties, and in accordance with clause 8;
   “Application”	means the application the Affiliate must complete and submit to become an affiliate in the Uffiliates Scheme which can be accessed here;
   "Affiliate Tracking Software"	means the software that provides the Affiliate with traffic links, banners and reporting capabilities;
   "Affiliate Tracking URL"	means a unique tracking URL created by MRG exclusively for the Affiliate, through which potential MRG Players are directed to the respective Sites by Affiliate;
   “Affiliate Website(s)”	means any website (including any device specific versions of such website) or application owned and/or operated by the Affiliate or on the Affiliate’s behalf and which the Affiliate identifies in its Application and any other marketing methods which MRG approves for use in the Uffiliates Scheme;
   “Applicable Regulation”	means (i) any requirement of any applicable laws (including without limitation Consumer Protection Legislation); (ii) any present or future applicable code of practice (whether voluntary or binding); (iii) any present or future applicable code of practice of a Regulator; and (iv) any other rules, directions, directives, judgements, judicial orders, guidelines, ordinances, laws, statutes, regulations, technical standards which are applicable to MRG, the Group Companies, the Uffiliates Scheme or the Affiliate, throughout the Territory, in each case, from time to time in force;
   “Approve” and “Approved”	means the approval of MRG, in its sole discretion, upon receipt, review and approval of the Affiliate’s Application, and the acceptance of the Affiliate into the Uffiliates Scheme. For the purposes of this Agreement, an Affiliate shall be deemed to be “Approved” at the time on which MRG submits an email to the Affiliate confirming such approval;
   “Approved Content”	means the Affiliate Tracking URL; Banners and Text Links; trade marks and any other content including mailers, video banners, and widgets; in each case as made available by MRG to the Affiliate via the Media Gallery or provided by MRG to the Affiliate from time to time;
   “Approved Purpose”	means the use by the Affiliate of Approved Content on the Affiliate Website(s) to direct genuine potential MRG Players to the Site in order for such potential MRG Players to deposit money and play for real money on the Sites;
   "Banners and Text Links"	are the banners, button links, text links and other content as well as the graphical artwork or text that directs traffic to Sites, through the Affiliate Tracking URL, to permit a potential MRG Player to hyperlink to any Site;
   “Chargeback” or “Credit”	means any situation where a payment transaction is either revoked, incomplete or for which a credit is otherwise given. These include without limitation: (i) credit card transactions which are not collectable by the credit card company as a result of any MRG Players’ non-payment or Player Fraud; and (ii) any returned transactions or any uncollected (or refunded) revenue attributable to MRG Players (for example 'preventative' chargebacks or in settlement of any claims involving an MRG Players);
   "Confidential Information"	has the meaning given to it in clause 9.1;
   "Consumer Protection Legislation"	means the legislative and statutory requirements applicable to the conduct of arrangements with MRG Players and potential players, as amended from time to time;
   "Contact Us Form"	means the online form located at https://affiliates.888.com/contact-us.htm;
   "Contributions to Poker Table Game Rakes"	means the applicable MRG Player's contribution to poker table game rakes and the "rake" is calculated using the following formula: (A/B) x C where: "A" is the actual amount staked in "A" by the MRG Player; "B" is the total bet of such hand; and "C" is the total "rake" of such hand. For example, if the MRG Player's stake is two US Dollars ($2.00) and the total bet in the hand is ten US Dollars ($10.00) and the "rake" of the hand in question is one US Dollar ($1.00), the MRG Player's contribution to the rake will be twenty cents ($0.20). Notwithstanding the foregoing, MRG reserves the right to change the "rake" allocation model from time to time and may do so with respect to all MRG Players, both existing and new;
   "CPA"	means a fixed payment to be paid to the Affiliate in respect of each CPA Lead who becomes a MRG Player (as applicable) (the details of any such fixed payments to be agreed in writing between the parties - for which email shall suffice);
   "CPA Lead"	means with respect to a CPA or a combination of Revenue Reward and CPA, a distinct internet user who following the Affiliate being Approved and during the remainder of the Term: (i) accesses one of the Sites directly through Approved Content which is published by the Affiliate on the Affiliate Website(s) or which is otherwise distributed by the Affiliate in accordance with this Agreement; (ii) registers a new user account with that Site and such person has not previously registered an account with such Site; and (iii) Deposits an amount at least equal to the minimum deposit limit required with that Site within 90 days of registering with such Site. MRG may agree with the Affiliate by email to amend such deposit period with regards to a specific Site or across all Sites;
   "DPA"	has the meaning given to it in clause 19.1;
   "Data Protection Legislation"	means all applicable data protection, privacy and electronic marketing legislation, including any national legislation implementing Directive 95/46/EC and Directive 2002/58/EC, Regulation (EU) 2016/679 (the General Data Protection Regulation) (and any related national legislation), any equivalent, replacement or repealing legislation, and any codes of practice issued by a competent data protection regulator relating to the same at any time;
   "Deposits"	means the successful transfer of funds by a MRG Player to their MRG Player account on a Site;
   "Excluded Players"	means those individuals notified to the Affiliate by MRG who should not receive direct marketing from the Affiliate;
   "Excluded Territories"	means any country other than Sweden;
   "Fraud"	means Affiliate Fraud and/or Player Fraud;
   "Regulator"	means any international, federal, state, local, foreign or any other governmental, regulatory or administrative authority, agency, commission, board, body or official or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) MRG and/or its Group Companies from time to time;
   "Gambling Taxes"	means any tax, duty or levy, including VAT or equivalent, payable by MRG or any of its Group Companies to any authority in any jurisdiction in respect of bets, stakes, rakes or entry fees received from MRG Players, whether charged on turnover, gross profits and/or any other profit calculation, although not including corporate income tax or equivalent;
   "Group Company" and "Group Companies"	means any entity directly or indirectly controlling, controlled by, or under common control with MRG. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise;
   "Inactive Account Fee"	has the meaning given to it in clause 8.7;
   "Intellectual Property Rights"	means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case, whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
   "KQC"	means the ‘key qualifying criteria’ relating to promotions and/or the services of MRG;
   "Lead"	means the CPA Leads and/or Revenue Reward Leads;
   "Licence"	has the meaning given to it in clause 3.1;
   "Migrated Player"	has the meaning given to it in clause 7.10;
   "Media Gallery"	means the online repository on the Uffiliates Information Site where MRG will make available, and the Affiliate can access and use, the Approved Content;
   "Mr Green Remuneration Table"	means the details, made available at https://affiliates.888.com/commissions/mrgreen-commissions.htm, of the default remuneration that will be payable to the Affiliate;
   "MRG"	means Admar Services (Gibraltar) Limited, a company registered in Gibraltar with registered company number 113955 and its registered office at 6/1 Waterport Place, Waterport Road, Gibraltar, GX11 1AA.
   "MRG Player"	means with respect to: (a) Revenue Reward remuneration: a Revenue Reward Lead who-is an individual that: (i) has had their account registration details adequately validated and approved by MRG (or its Group Companies), including (without limitation) the individual's identity and that such individual is confirmed to be 18 years of age or above; (ii) places stakes, or plays, (as applicable) with Deposits on the relevant Site; and (iii) is qualified and authorised to access and use the relevant Site in accordance with the terms and conditions of use of such Site and complies with all applicable laws, rules and regulations; (b) CPA or a combination of Revenue Reward and CPA remuneration: a CPA Lead who - (i) has had their account registration details adequately validated and approved by MRG (or its Group Companies), including (without limitation) the individuals identity and that such individual is confirmed to be 18 years of age or above; (ii) meets any other qualification criteria determined by MRG (which may differ per Site), which is based on the minimum Deposit that such person makes into their account with the relevant Site, the minimum points accumulated by such person with the relevant Site and/or the minimum number of bets made by such person on the relevant Site; and (iii) is qualified and authorised to access and use the relevant Site in accordance with the terms and conditions of use of such Site and complies with all applicable laws, rules and regulations;
   "MRG IPR"	means: (i) all Intellectual Property Rights owned by and/or licensed to MRG, any Group Companies of MRG or any “Mr Green” brands; (ii) all databases of MRG Players; (iii) all rights in and to the Sites; (iv) the MRG Trade Marks; (v) the Approved Content;
   "MRG Trade Marks"	means any logo, trade mark, trade name, design, domain name, insignias or similar identifying material that are owned by, and/or licensed to, MRG or any of its Group Companies, or any of the Sites;
   "Net Gaming Revenue"	means the total of all applicable MRG Players’ Contributions to Poker Table Game Rakes and poker tournament fees (excluding the prizes) plus the sum of such MRG Players' settled bets on non-poker games (excluding any contributions to progressive jackpots), less: (i) the winnings of such MRG Players' on non-poker games (other than cashed-out progressive jackpot winning amounts); (ii) any credits, bonuses, bonus points or other promotional amounts given to such MRG Players; (iii) any Tournament Overlays; (iv) Chargebacks; (v) any administration fees relating to the Uffiliates Scheme; (vi) any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, and applicable Facebook fees) attributable to such MRG Players; and (vi) any licensing fees, applicable Gambling Taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over MRG or any of its Group Companies.
   "Revenue Reward"	means a percentage of Net Gaming Revenues payable to the Affiliate with respect to the applicable MRG Players;
   "Revenue Reward Lead"	means a distinct internet user who following the Affiliate being Approved and for the remainder of the Term: (i) accesses one of the Sites directly through the Approved Content published by the Affiliate on the Affiliate Website(s) or otherwise distributed by the Affiliate in accordance with this Agreement; (ii) registers a new user account with that Site and such person has not previously registered an account with such Site; and (iii) Deposits to that account an amount at least equal to the minimum deposit limit required for the Site. An internet user shall not qualify as a Revenue Reward Lead for a Site if that user has previously registered an account with that Site;
   "Payment Account"	has the meaning given to it in clause 8.13;
   "Player Fraud"	means an actual or attempted act by any MRG Player which is reasonably deemed by MRG to be: (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud MRG, the Group Companies or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes MRG, the Group Companies or any of the Sites any damage or harm. Player Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions; Chargebacks; violation of money-laundering or other laws and regulations; use of stolen credit cards; any use of any software program, robot or external aid, which is endowed with artificial intelligence, to play on a Site;
   "Sites"	means any website(s) operated, controlled and/or promoted by MRG, any Group Company of MRG or “Mr Green” brands in Sweden (or any designated third party appointed by MRG from time to time), and all of their related pages, to which the links embedded within the Approved Content will direct potential MRG Players;
   "Term"	has the meaning given to it in clause 10.1;
   "Territory"	means Sweden;
   "Tournament Overlays"	means the applicable portion as determined by MRG of the total sum of all shortfalls (if any) between the guaranteed prize amount and the total prize pool collected from the participants of any guaranteed poker tournament (including free-rolls, network shared tournaments, and tournaments set up at the Affiliate's request and agreed by MRG in writing); and
   "Uffiliates Information Site"	means the website located at https://affiliates.888.com/; and
   "Uffiliates Scheme"	means MRG's Affiliate program located on the Uffiliates Information Site, in such form as is determined by MRG from time to time.

2. 2 APPOINTMENT AND PROPRIETARY RIGHTS

   Appointment

   1. 2.1 The parties hereby agree that this Agreement will become binding on each of them at the point Affiliate agrees to the terms and conditions of this Agreement.
   2. 2.2 The Affiliate acknowledges, agrees and represents that it is not an employee, agent or subcontractor of MRG or any Group Companies and is not connected in any way to a person or company which is in the Group Companies (each a “Connected Party”). Should the Affiliate become a Connected Party at any time during the Term, it shall immediately notify MRG. Following such notification (or if MRG otherwise becomes aware that Affiliate is a Connected Party), MRG may terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate.
      
      

      Statutory Requirements

   3. 2.3 The Affiliate acknowledges that MRG is:
      1. a. licensed by various Regulators;
      2. b. is bound by various licence conditions and codes of practice; and
      3. c. subject to the requirements of the Applicable Regulations.
   4. 2.4 By joining the Uffiliates Scheme, the Affiliate hereby agrees, warrants and represents that it will, at all times:
      1. a. conduct itself, when performing its obligations under this Agreement, in accordance with Applicable Regulations and/or codes of practice (including, in respect of any licence issued by a Regulator;
      2. b. comply with all Applicable Regulations in the jurisdiction in which it operates and any other jurisdiction to which it directs or makes available the Approved Content, which includes without limitation ensuring that the Affiliate Website(s), the Affiliate's marketing materials and its methods of marketing and promoting the Sites comply with Applicable Regulations;
      3. c. immediately comply with any policies, instructions or guidelines of MRG or any policy which MRG may introduce;
      4. d. not engage in any activity or activities, or be involved in any relationship, which could jeopardise MRG’s (or any Group Company’s): (i) business and/or (ii) compliance with Applicable Regulations or any licence, permission, authorisation and/or consent on which it relies for the purposes of conducting its business in any jurisdiction; and
      5. e. provide, on request by MRG, such information to MRG as MRG may require in order to enable it (or any Group Company) to comply with any Applicable Regulations (including any applicable information reporting obligations).

3. 3 LICENCE TO USE THE APPROVED CONTENT

4. 3.1 Once Affiliate has been Approved, MRG will be deemed (subject to the Affiliate’s compliance with this Agreement) to have granted to the Affiliate (or, where applicable, procuring the grant from any Group Company to the Affiliate of) a non-exclusive, revocable, non-transferable, non-sublicensable, limited, revocable licence during the Term to use: (i) the Affiliate Tracking Software and (ii) any of the Approved Content solely for the Approved Purpose, throughout the Territory and in accordance with this Agreement (“Licence”). The Licence will terminate automatically upon the termination of this Agreement for any reason.
5. 3.2 Affiliate acknowledges that MRG (and any Group Company) may operate additional affiliate programs in connection with the Sites or any other sites, and (unless otherwise agreed in writing), the Affiliate will have no right in connection with such other programs.
6. 3.3 The Affiliate acknowledges and agrees that: (i) as between the Affiliate and MRG, MRG or any Group Company is the sole and exclusive owner of the MRG IPR; (ii) MRG is entitled to use the same in any way or manner at its sole discretion; and (iii) the Affiliate has no rights in and to the MRG IPR other than as expressly provided for in this Agreement. To the extent that the MRG IP vests in the Affiliate by operation of law or otherwise, the Affiliate hereby assigns, by way of a present assignment of future rights and with full title guarantee, the MRG IP to MRG.
7. 3.4 The Affiliate acknowledges and agrees that all data relating to MRG Players shall be and remain, as between the Affiliate and MRG, MRG’s exclusive property.
8. 3.5 The Affiliate shall notify MRG through the Contact Us Form immediately in the event that any Affiliate Player makes a complaint to the Affiliate.
9. 3.6 The Affiliate shall immediately cease to use all MRG IPR upon being notified to do so by MRG (either by electronic or written notification) or on any termination of this Agreement.
   
   

   Commercial Use Only

10. 3.7 The Licence granted to Affiliate, and the right to receive Affiliate Remuneration is in respect of genuine commercial use only.

11. 4 PROMOTION AND LINK TO SITES

12. 4.1 By joining the Uffiliates Scheme, the Affiliate agrees to use its best endeavours to market and promote the Sites and refer potential MRG Players to the Sites, by displaying and sharing Approved Content on the Affiliate Website(s).
13. 4.2 The Affiliate will be solely liable for the content and manner of its marketing and promotional activities and for ensuring that such content and manner of marketing comply at all times with this Agreement and all Applicable Regulations.
14. 4.3 In the event that MRG (or any Group Company) amends any Affiliate Tracking URL or any other URL embedded within any Approved Content (“New Content”), it shall notify Affiliate via email, the Affiliate Tracking Software or such other means as it deems appropriate (acting reasonably). Affiliate shall immediately upon such notification: (i) remove any previous and/or outdated content which it uses; and (ii) ensure, following such notification, it uses only the New Content.
15. 4.4 The Affiliate agrees that it shall cooperate fully with MRG in order to establish and maintain the Approved Content on the Affiliate Website(s). In the event that MRG determines that the Affiliate's use of the Approved Content is not in compliance with the terms of this Agreement, MRG may take such measures as to render such Approved Content inoperative.
16. 4.5 If the Affiliate wishes to place the Approved Content on sites other than the Affiliate Website(s), the Affiliate must request and receive MRG’s prior written permission for the placement of the Approved Content on such alternative sites before placing any such Approved Content. Where permission is granted, such sites shall be included in the definition of Affiliate Website(s).
17. 4.6 If the Affiliate submits a request to MRG to advertise the Sites in any way other than through the use of the Approved Content any failure or delay in responding to a request by MRG does not constitute consent from MRG to the request.
18. 4.7 In addition to the Affiliate's use of Approved Content, from time to time the Affiliate may promote the Sites by publishing bonus codes for special offers/promotions (the “Promotions”), subject to the Affiliate having received the prior written consent of MRG (such consent to be given or withheld in MRG’s sole discretion). The Affiliate may only publish bonus codes in accordance with Applicable Regulations and the guidelines provided by MRG and its Group Companies. The Affiliate shall not be entitled to receive any Affiliate Remuneration generated by MRG Players, in relation to any unapproved Promotion.
19. 4.8 The Affiliate may not market or promote the Site or use any of the Approved Content on any website, software, application or portal in any way which infringes the Intellectual Property Rights of any third party, the Company or the Group Companies.

20. 5 THE AFFILIATE'S RIGHTS AND OBLIGATIONS

    KQC requirements

21. 5.1 The Affiliate must ensure at all times that all KQCs relating to Approved Content are displayed in a clear, legible and transparent manner.
    
    

    Marketing Regulation

22. 5.2 The Affiliate hereby agrees, warrants and represents that all marketing, advertising and promotions targeted at potential MRG Players will, at all times:
    1. a. be undertaken in a socially responsible manner and without derogating from the foregoing the Affiliate must not market and promote the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggests or applies peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggests gambling is a "rite of passage";
    2. b. not be sent to, targeted at, or be of particular appeal to, persons younger than eighteen (18) years old or vulnerable persons (meaning persons whom Affiliate knows, suspects, or should have known or suspected, may be persons who have self-excluded from gambling or who are otherwise likely to be at risk of problem gambling); and
    3. c. only be placed on the Affiliate Website(s) unless otherwise agreed in accordance with the terms of this Agreement.
23. 5.3 In addition to the provisions of clause 5.2 above, the Affiliate shall ensure that all marketing, advertising and promotions targeted at potential MRG Players in Sweden or otherwise subject to regulation by the Swedish Gambling Regulator shall comply with The Swedish Gaming Industry's Guidelines for Marketing (Svenska spelbranschens Riktlinjer för marknadsföring).
24. 5.4 In addition to the provisions of clauses 5.2 and 5.3 above, the Affiliate shall comply with the requirements of the EGBA Code of Conduct on Responsible Advertising for Online Gambling which can be found here
    
    

    Affiliate's Account

25. 5.5 The Affiliate's account with the Uffiliates Scheme is solely for the Affiliate's benefit. The Affiliate shall not allow any third party to use the account, password or identity to access or use the Uffiliates Scheme and the Affiliate shall be fully responsible for any activities undertaken on the account by a third party. The Affiliate shall not reveal the account username or password to any person and the Affiliate shall take all steps to ensure that such details are not revealed to any person. The Affiliate shall inform MRG immediately if it suspects that the account is being misused by a third party and/or any third party has access to the account username or password. For the avoidance of doubt, MRG and its Group Companies shall not be liable for any activities undertaken on the account by a third party or for any damages that may arise therefrom.
    
    

    Use of Approved Content

26. 5.6 The Affiliate shall use only the Approved Content to promote or direct potential MRG Players to the Sites and the use of such Approved Content by the Affiliate shall comply with the terms of this Agreement. The Affiliate shall not use any other content, images, logos, banners or links to promote or direct potential MRG Players to the Sites unless it has obtained MRG's prior written consent (such consent to be given or withheld in MRG's sole discretion).
27. 5.7 The Affiliate shall not, without the prior written consent of MRG (such consent to be given or withheld in MRG's sole discretion) modify the Approved Content which includes without limitation, altering the appearance, design, layout, graphics or content of the Approved Content.
28. 5.8 Without derogating from clause 5.7, the Affiliate shall not alter the appearance, design or content of any Approved Content, or take any step that will or may have the effect of: (i) altering or removing any KQCs or other promotional terms and conditions included by MRG in or on any Approved Content; or (ii) affecting the means by which a potential MRG Player may access such KQCs or other promotional terms and conditions from the Approved Content (including any action which would prevent any promotional terms and conditions from being accessible within a single 'click' of the Approved Content - or technological equivalent location in non-browser based platforms and technologies such as mobile phone applications- by potential MRG Players).
    
    

    Age Limitation

29. 5.9 Participation as an Affiliate in the Uffiliates Scheme is only permitted if the proposed Affiliate is the older of: (i) the legal age for gambling in the proposed Affiliate's jurisdiction; or (ii) eighteen (18) years of age.
30. 5.10 The Affiliate must provide appropriate evidence (as requested by MRG) of his/her age. MRG shall determine in its sole discretion whether or not any evidence provided is appropriate and sufficient to determine the Affiliate's age.
31. 5.11 The Affiliate acknowledges and agrees that, unless and until appropriate evidence of the Affiliate's age has been provided in accordance with clause 5.10 of this Agreement above: (i) s/he will not be entitled to participate in the Uffiliates Scheme; and (ii) the Affiliate's account may be suspended until satisfactory proof of age is received by MRG.
32. 5.12 The Affiliate will not, nor will it allow, assist or encourage others to, market and/or promote the Uffiliates Scheme, any Approved Content or any of the Sites, directly or indirectly, to persons that are not the older of: (i) eighteen (18) years of age; or (ii) the legal age for gambling in the jurisdiction in which the Affiliate is targeting and/or operating.
    
    

    Excluded Territories

33. 5.13 Under no circumstances shall the Affiliate:
    1. a. market or promote any Site; or share or publish any Approved Content, within or to persons from any Excluded Territories; or
    2. b. allow, assist or encourage circumvention of any restriction put in place by MRG and/or any Site in order to prevent access to any content within an Excluded Territory.
    
    
    

    Affiliate's Behaviour

34. 5.14 The Affiliate will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly:
    1. a. any act that involves Fraud;
    2. b. the use of spam;
    3. c. any act that alters, affects, redirects or in any way interferes with the operation or accessibility of the Sites or any page thereof;
    4. d. any act that results, or could result, in the interception or redirection (including via user-installed software) of traffic from or on any online website or other place that participates in the Uffiliates Scheme; or
    5. e. any activity that in MRG's reasonable opinion is unsuitable, fraudulent, erroneous, misrepresentative or inappropriate.
35. 5.15 The Affiliate shall not market the Sites in any way which might, in MRG's opinion, compete with the marketing efforts of MRG or any Group Company, unless the Affiliate has received prior written approval from MRG (such approval to be given or withheld in MRG's sole discretion). For the avoidance of doubt, the placement of Approved Content on any internet sites on which MRG or any Group Company places advertisements for the Sites shall be deemed by MRG as competing with the marketing efforts of MRG or any Group Company (as applicable).
36. 5.16 The Affiliate will at all times refrain from, immediately stop and not allow any act or traffic that involves Fraud or that it believes or should reasonably believe to potentially involve Fraud, or any act or traffic that MRG informs the Affiliate is suspected by it, at its discretion, to involve or potentially involve Fraud.
37. 5.17 MRG reserves the right to review the Affiliate's and/or MRG Players, activity for Fraud. Any review period will not exceed 180 days. In the event that MRG suspects Fraud, it reserves the right to place restrictions on the Affiliate's account, including suspending the Affiliate's account and retaining all sums within the account as well as commencing a full investigation (with which the Affiliate hereby agrees to fully comply and co-operate). The Affiliate hereby gives MRG its authorisation to inform the appropriate authorities or third parties of such an incident and only once MRG is satisfied that the matter is resolved (to MRG's satisfaction) shall it remove any restrictions on the Affiliate's account. Any incidence of Fraud constitutes a breach of this Agreement by the Affiliate and notwithstanding anything to the contrary herein, MRG reserves the right to immediately terminate the Agreement and retain all Affiliate Remuneration and MRG will no longer be liable to pay any Affiliate Remuneration to the Affiliate.
    
    

    No Rake-Backs

38. 5.18 MRG does not allow any form of rake-back in the Uffiliates Scheme. The Affiliate 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 MRG Player's rake to be returned to the MRG Player in any form and for the avoidance of doubt, any such behaviour shall be considered as Fraud. The Affiliate must not advertise or be engaged with any site that offers rake-backs or similar schemes. In the event of suspected "rake back" activity on the Affiliate's part (based for example, on the detection of numerous Affiliate serials with only one or very few accounts on each), MRG shall have the right to immediately block the Affiliate's account and retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.
    
    

    Sole responsibility for the Affiliate's Site

39. 5.19 The Affiliate will be solely responsible for the operation and content of its Affiliate Website(s), and shall ensure that materials and content posted on the Affiliate Website(s) (including any of the search terms and/or key words linked to such content): (i) are not libellous, obscene, sexually explicit, violent or illegal; (ii) do not provide unauthorised access to copyrighted content; (iii) do not otherwise actually or potentially infringe any rights of MRG, any Group Company and/or any other third party; (iv) are original and owned by or licensed to the Affiliate, and that the 'look and feel' of the Affiliate's site does not resemble any of the Sites; (vi) other than with respect to the Approved Content, do not contain any content of the Sites or the sites of any of the Group Companies or any materials which are proprietary to MRG or its Group Companies, except with MRG's prior written permission; (v) negatively match against (and are not linked to by) any potentially harmful search terms including those likely to be used by persons attempting to stop or reduce their gambling (for example 'gambling exclusion' 'block gambling account' 'stop gambling'); (vii) are not designed to appeal to those under the age of 18; and (vi) are not otherwise deemed, at MRG's sole discretion, unsuitable.
40. 5.20 The Affiliate will remove (or procure the removal of) the content described in clause 5.19 immediately upon MRG notifying the Affiliate that it requires the Affiliate to do so. If the Affiliate is unable or unwilling to remove such content, then MRG may terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate.
    
    

    MRG IPR

41. 5.21 The Affiliate shall not contest the validity, enforceability or ownership of the MRG IPR, the Uffiliates Scheme or any of the Sites in any action or proceeding of whatever nature and shall not take any action that may prejudice MRG, the MRG IPR, the Uffiliates Scheme or any of the Sites, or diminish MRG's (or any of its Group Companies') goodwill and/or reputation, or the goodwill in the MRG IPR.
42. 5.22 The Affiliate shall not register or attempt to register any logo, trade mark, trade name, insignia, design, domain name or social media account that: (i) contains any element of MRG IPR, or (ii) is confusingly similar to any MRG IPR. In the event that the Affiliate registers any domain name or social media account in breach of this clause 5.22, it will, on demand by MRG, immediately cease its use of any such logo, trade mark, trade name, insignia, design, domain name or social media account and immediately transfer the same, at its own cost and expense, to MRG (or to a third party nominated by MRG).
43. 5.23 The Affiliate shall not place, purchase or register 'pre-click' bids, keywords, search terms or any other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical to, similar to or otherwise resemble any MRG IPR. This includes any words containing, or derived from, such MRG IPR and any typo errors or phonetics of the same.
    
    

    Publicity

44. 5.24 The Affiliate will not make any claims, representations or warranties in connection with MRG or any of the Sites. The Affiliate is not authorised to make any commitment or assume any liability or obligation on MRG's behalf or on behalf of any of the Sites.
45. 5.25 The Affiliate shall not make any public announcement with respect to any aspect of this Agreement or its relationship with MRG without the prior written approval of MRG (such approval to be given or withheld in MRG's sole discretion).
46. 5.26 The Affiliate acknowledges and agrees that in the event that the Affiliate is found to be in breach of any of clauses 5.1 to 5.25 above, MRG reserves the right to suspend the Affiliate’s account (and otherwise, its access to the Uffiliates Scheme ) and/or withhold payment of all monies due to the Affiliate until it is satisfied that the matter is resolved and that the Affiliate is no longer in breach of any such clause. If MRG cannot satisfy itself that any such breach has been resolved, it reserves the right to treat all payments or amounts due to the Affiliate as forfeited and to immediately terminate the Agreement by providing notice in writing to the Affiliate.

47. 6 VERIFICATION; SUPPORTING DOCUMENTATION

    
    
    

    Verification

48. 6.1 MRG reserves the right to perform background checks on the Affiliate at any time and request any relevant documentation for any reason, including without limitation, in accordance with MRG's policy of prohibiting and actively preventing money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities, verifying the Application, the Affiliate's identity, the beneficiaries of the Affiliate, beneficiaries of the Payment Account, the details of the Payment Account, the Affiliate's personal history, the Affiliate's registration details, the Affiliate's financial transactions and/or the Affiliate's financial standing. MRG will verify the Affiliate's identity (and the Affiliate agrees to provide any and all documentation and/or other materials requested by MRG for such purposes). Such verification may be undertaken via the information provided by the Affiliate and by obtaining information from public sources and data. For the avoidance of doubt, MRG is under no obligation to advise the Affiliate that such checks are taking place.
49. 6.2 Should MRG be unable, at any time, to adequately satisfy itself of the Affiliate's identity, the checks provide a negative conclusion or if MRG suspects that the Affiliate has tampered with any documents provided (or attempted to mislead or misrepresent in any other way), MRG may: (i) (where the Affiliate has not yet been Approved) withhold its Approval or reject the Application and in the event of such rejection the Agreement will automatically terminate; or (ii) terminate this Agreement, with immediate effect by providing notice in writing to the Affiliate, and MRG may retain all Affiliate Remuneration owed to the Affiliate and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate. In such eventuality, MRG shall not be obliged to provide the Affiliate with any information as regards the reasons for such failure to identify the Affiliate.
50. 6.3 The Affiliate agrees that MRG may use any personal information provided by the Affiliate for the purposes of verifying its identity in accordance with this clause 6.
51. 6.4 The Affiliate agrees that such verification activities may include the use of specific third party companies, who perform the investigations as required.
52. 
    
    

    Supporting Documentation

53. 6.5 The Affiliate agrees to promptly provide MRG with any supporting documents requested by MRG. The Affiliate is aware that MRG has the right to delay and/or withhold payments if requested supporting documents have, at any time, not been received by MRG and until such verification has been completed to MRG's satisfaction. Supporting documents requested by MRG may comprise of any or all the following documents (including originals and/or copies):
    1. a. For individuals: valid passport; valid driving licence; recent utility bill; letter of reference from the Affiliate's bank; copies of recent bank statements.
    2. b. For a company: certificate of incorporation; articles of association (or an equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; information regarding the identity of the beneficial owner of the company and the identity of the directors of the company.
    Furthermore, if deemed necessary by MRG, MRG may request that copies of these documents are notarised by a Public Notary.

54. 7 MRG'S RIGHTS AND OBLIGATIONS

    
    
    

    Registering and Tracking MRG Players

55. 7.1 MRG will be responsible for registering MRG Players and tracking their play and will calculate the Affiliate Remuneration accordingly. MRG may use the Affiliate Tracking URL, the Affiliate Tracking Software and/or cookies to conduct such tracking.
56. 7.2 MRG reserves the right, at its sole discretion, to refuse new MRG Players or to close the accounts of existing MRG Players.
57. 7.3 A Lead who has received a first time real money transfer from a third party verified by MRG or its Group Companies into their account with a Site shall not be eligible to become an MRG Player.
58. 7.4 If the Affiliate is a person, the Affiliate nor any of its relatives are eligible to become a Lead or MRG Player. If the Affiliate is a legal entity, the directors, officers and employees of such entity and the relatives of such individuals are not eligible to become a Lead or MRG Player. Should any of the foregoing persons attempt to become a Lead or MRG Player, MRG may terminate this Agreement and retain all Affiliate Remuneration otherwise payable to the Affiliate. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
59. 7.5 The number of Leads per individual computer, tablet device and mobile device is strictly limited to one.
60. 7.6 MRG may, from time to time, appoint third parties as designated parties whose websites shall be included, for the purposes of this Agreement, as Sites.
61. 7.7 Payments. MRG will pay the Affiliate Remuneration in accordance with the applicable reward plan which applies between the parties.
62. 7.8 Reporting. The Affiliate acknowledges and accepts that MRG’s calculation of the number of MRG Players and amount of Net Gaming Revenue shall be the sole and authoritative measurement and shall not be open to review or appeal. The number of MRG Players and the amount of Net Gaming Revenue are made available to the Affiliate through the Uffiliates Information Site. It should be noted that the Uffiliates Information Site is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including calculation of the Affiliate Remuneration as it is provided on a dynamic basis. In case of a discrepancy between the data provided through the Uffiliates Information Site and MRG’s records, MRG's records shall govern. To ensure accurate tracking, reporting and Affiliate Remuneration accrual, the Affiliate is responsible for ensuring that the Affiliate Tracking URL is properly formatted.
63. 7.9 Recording Calls. All telephone conversations between the Affiliate and any of MRG's staff may be recorded and the Affiliate hereby consents to such recording. Any recordings will be treated as “Confidential Information” (as defined in clause 9 below) and may be used by MRG in the event of a misunderstanding, dispute or for training purposes.
64. 7.10 Migrated MRG Customers. In the event that the Affiliate is a member of the MrAffiliate Program located here (“MrAffiliate Program”) and MRG migrates a MRG Customer as defined in the agreement located here (“MrAffiliate Program Agreement”) from the MrAffiliate Program to the Uffiliates Scheme (“Migrated Player”), from the moment of migration, such person will be deemed to fall under the definition of an MRG Player under this Agreement (as applicable) and solely the terms and conditions in this Agreement shall apply to the Affiliate with respect to such migrated MRG Customer (and for the avoidance of doubt not the MrAffiliate Program Agreement) including without limitation the payment and calculation of payment provisions included herein.

65. 8 AFFILIATE REMUNERATION

66. 8.1 The Affiliate Remuneration will be agreed in writing between the parties (for which email shall suffice). In the event no such written agreement is reached between the parties, the Affiliate Remuneration shall be structured on the basis of a Revenue Reward model and calculated in accordance with the Mr Green Remuneration Table.
67. 8.2 For the avoidance of doubt, where there is no revenue received by MRG in respect of an MRG Player transaction (and the Affiliate Remuneration payable to the Affiliate in respect of such MRG Player is subject to a Revenue Reward model), no Affiliate Remuneration shall be payable in respect of such MRG Player transaction.
68. 8.3 For the avoidance of doubt, if in any calendar month, the total sum payable to an Affiliate amounts to a negative sum (with respect to any Affiliate Remuneration that contains a Revenue Reward component, MRG shall calculate all Affiliate Remuneration both positive and negative, generated by MRG Players via the Sites), then such negative sum will be set-off against future payments due to the Affiliate by MRG or any Group Company until the full negative balance is set-off. Alternatively, MRG may require that the Affiliate pays the negative balance to MRG and MRG will issue an invoice for such negative amount.
69. 8.4 Without derogating from any provision to the contrary in this Agreement, any Affiliate Remuneration which contains a Revenue Reward component, which relates to revenues generated on the Sites, shall only be payable until the earlier of 24 months from the date on which the internet user qualifies as a Lead (as applicable) and termination of this Agreement.
70. 8.5 The Affiliate acknowledges and agrees that MRG shall not be liable to pay to the Affiliate any amounts which relate to revenues generated from MRG Players from any products or services provided by MRG, any of its Group Companies or commercial partners other than the casino or sports products which the Affiliate advertises via the Approved Content. MRG shall not be liable to the Affiliate for any amounts which relate to revenues generated from activity relating to any user account other than the user account registered with the particular Site promoted by the Affiliate in which the respective user qualified as an MRG Player.
    
    

    Dormant/inactive accounts

71. 8.6 At any time where three (3) calendar months have passed without the Affiliate directing at least four new MRG Players to the Sites, MRG shall be entitled, in its discretion to: (i) suspend the Affiliate's account; and/or (ii) reduce the rate of the Affiliate Remuneration. Such reduction may be notified to the Affiliate or may be published within the Mr Green Remuneration Table. For the avoidance of doubt, any Migrated Player will not count as a new MRG Customer.
72. 8.7 Notwithstanding clause 8.6, MRG reserves the right to reduce the Affiliate Remuneration relating to a specific Site in the event that the Affiliate fails to generate any Leads on such Site or through an account associated with such Site, for any three (3) consecutive calendar months. For the avoidance of doubt, any Migrated Player will not count as a Lead.
73. 8.8 If sums are not withdrawn from the Affiliate's account (for example, because the Affiliate has failed to supply documentation requested of it by MRG or the Affiliate's bank account details are not correct) or the Affiliate's account is otherwise inactive (such inactivity being where the Affiliate does not log into his/her account) for a period of at least six (6) months, the account will be deemed an “Inactive Account”. MRG may notify the Affiliate that its account is an Inactive Account and that the Inactive Account Fee will be deducted, pursuant to clause 8.9 below if the Affiliate does not reactivate its account in accordance with the timeframe set out in such clause and in accordance with MRG's instructions (“Inactive Account Notice”).
74. 8.9 In the event an Inactive Account Notice is sent to the Affiliate, MRG shall be entitled to retain fifty per cent (50%) of the total balance remaining in the Inactive Account (“Inactive Account Fee”) after fourteen (14) days have elapsed from the date of such Inactive Account Notice. Should the Affiliate subsequently fail to reactivate his/her account in accordance with MRG's instructions, MRG shall be entitled, upon expiry of forty five (45) days from the date of the Inactive Account Notice, to retain the remainder of the balance on such Inactive Account without further notice to the Affiliate. Following such retention, the Affiliate's account will be closed, and this Agreement will be deemed to have terminated.
75. 8.10 Without derogating from clauses 8.8 and 8.9, in the event that the Affiliate does not log into its account for 90 consecutive days, MRG may terminate this Agreement without notice to the Affiliate.
    
    

    Change of Affiliate Remuneration

76. 8.11 The parties acknowledge and agree that MRG shall be entitled to change the Mr Green Remuneration Table at any time upon notice (e.g. via email or newsletter) to the Affiliate. Any such change (including a corresponding reduction to the Affiliate Remuneration) will take effect from the date set out in such notice (or if no such date is set out in the notice, the date on which the notice itself is sent to the Affiliate).
77. 8.12 MRG reserves the right to convert the Affiliate Remuneration scheme by which the Affiliate is paid.
    
    

    Payment Procedure

78. 8.13 The Affiliate shall ensure that the payment and/or bank account details detailed in its Application (“Payment Account”) are accurate, complete and up to date. Affiliate shall promptly update its account details in the event that its payment or contact information changes. MRG has no obligation whatsoever to verify the accuracy and completeness of the Payment Account details. In the event that the Payment Account details are incorrect or incomplete or the Affiliate has failed to update its Payment Account Details and as a result, the Affiliate Remuneration is paid to an incorrect account, MRG shall cease to be liable to the Affiliate for any such Affiliate Remuneration. Without derogating from the foregoing, if MRG is not able to transfer the Affiliate Remuneration to the Payment Account, MRG reserves the right to deduct from the Affiliate Remuneration a reasonable amount to reflect the required investigation and additional work including without limitation the administrative burden created by the Affiliate having provided incorrect or incomplete details. Should MRG not be able to transfer any Affiliate Remuneration to the Affiliate for six consecutive months as a result of any incomplete or incorrect details of the Payment Account, or for any other reason beyond the control of MRG, MRG reserves the right to retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.
79. 8.14 As part of its monthly payments process, MRG will carry out a data reconciliation process to ensure data accuracy and correct billing for the previous month. This process may include: (a) the detection of Fraud (and any payments connected to Fraud shall be excluded from the Affiliate's Remuneration) and (b) failed transactions attributed to the Affiliate's account. MRG shall begin the reconciliation process at the start of each calendar month.
    
    

    Payment to Affiliate / Minimum Thresholds

80. 8.15 In consideration of the Affiliate's provision of the marketing services in accordance with the terms of this Agreement, MRG shall pay the Affiliate Remuneration on a monthly basis, within approximately 60 days after the end of each calendar month.
81. 8.16 The Affiliate acknowledges and accepts that all Affiliate Remuneration amounts will be displayed by us in US Dollars on the Uffiliates Information Site but payments shall be made in either Pounds Sterling, US Dollars or Euros (as determined by MRG). All currency conversions executed by MRG for such purpose shall be in accordance with the average monthly exchange rate published on [www.oanda.com](http://www.oanda.com/) at the time of conversion.
82. 8.17 Payment is also subject to the Affiliate Remuneration in a calendar month being 250 USD or greater (the “Monthly Minimum”).
83. 8.18 If the Monthly Minimum is not achieved by the Affiliate in a particular calendar month, MRG will be entitled to withhold payment and carry the amount due to the Affiliate forward to the next calendar month (and so on) until the Monthly Minimum is reached.
84. 8.19 MRG will transfer funds only to the designated Payment Account (or any such Payment Account which has been updated via the Affiliate's account and approved by MRG). It is the Affiliate's responsibility to ensure that such designated bank account is not restricted from receiving funds from MRG. Third party wire transfers are prohibited by MRG. In the event that the Affiliate, and/or the Affiliate's designated Payment Account, is located within the United States of America or any other non-UK jurisdiction, the Affiliate may be required to comply with additional requirements in order to receive payment (such requirements to be notified by MRG to the Affiliate from time to time).
    
    

    Taxes and charges

85. 8.20 The Affiliate is fully responsible for all taxes, charges, levies, fees and other costs, imposed, incidental to or arising from any payments made to it under this Agreement and all amounts due and payable by MRG to the Affiliate hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and MRG shall be under no obligation to increase such payment in the event such tax becomes applicable. Furthermore, MRG shall be entitled to deduct and withhold from any Affiliate Remuneration and to pay over to the relevant tax authorities, any amount on account of taxes, in accordance with its obligations under Applicable Regulations. Any such amount deducted and withheld by MRG shall be deemed paid to the Affiliate for all purposes hereunder.
86. 8.21 Without derogating from the foregoing, the Affiliate hereby indemnifies and agrees to immediately reimburse MRG for any costs, expenses or losses that may be caused to, or suffered by MRG 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 MRG may be subject in connection with its relationship with (or as a consequence of making payments to) the Affiliate. MRG will be entitled to withhold or set-off any such amounts from any payments made to the Affiliate and any such amount set-off or withheld by MRG shall be deemed paid to the Affiliate for all purposes hereunder.
87. 8.22 In the event that, for whatever reason (including incorrect details being provided by the Affiliate), MRG is charged by either its own, or the Affiliate's bank for paying, or attempting to pay the Affiliate Remuneration (“Bank Charges”), the Affiliate hereby indemnifies MRG in respect of any and all sums which are paid or payable by MRG in respect of such Bank Charges. MRG shall be entitled to set-off Bank Charges against future Affiliate Remuneration owing to the Affiliate and/or may request immediate repayment of such Bank Charges from the Affiliate.
    
    

    Right to withhold and set-off amounts

88. 8.23 MRG shall be entitled to withhold any amounts due and payable to the Affiliate under this Agreement, including if MRG, in its sole discretion, considers:
    1. a. that any Affiliate Fraud has taken place by, or in relation to, the Affiliate;
    2. b. that any Affiliate Fraud is being contemplated by the Affiliate; and
    3. c. that any Player Fraud has taken place.
89. 8.24 Further, MRG shall be entitled to set-off from future amounts payable to the Affiliate, any amounts already received by the Affiliate which MRG considers have been generated by Fraud.
90. 8.25 MRG reserves the right to take action against the Affiliate and/or the MRG Players generated by the Affiliate show patterns of manipulating and/or abusing the Uffiliates Scheme in any way whatsoever. If MRG determines that such conduct is being undertaken, it may terminate this Agreement with immediate effect and retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.
91. 8.26 For the avoidance of doubt, MRG shall be under no obligation to pay any Affiliate Remuneration with respect to MRG Players who are at any time blocked or suspended by MRG or its Group Companies for any reason (including for reasons of Fraud or any failure to validate the end-user account). However, for the purposes of calculating Net Revenue, MRG may still deduct any or all charges or expenses attributable to blocked or suspended MRG Players.

92. 9 CONFIDENTIALITY

93. 9.1 Prior to and during the Affiliate's participation in the Uffiliates Scheme, MRG may disclose to the Affiliate or the Affiliate might otherwise obtain certain information which is either marked as or by its nature is confidential and/or is proprietary to MRG or its Group Companies (herein referred to as "Confidential Information").
94. 9.2 The Affiliate 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 Approved Purpose.
95. 9.3 Confidential Information shall not include any information that is generally known or available to the public (other than as a consequence of a breach of this Agreement), or information required to be disclosed by applicable law (in which case the Affiliate will give MRG notice of such requirement prior to its disclosure).
96. 9.4 During the Term and thereafter, the Affiliate shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to MRG, the Group Companies, the Sites or the Uffiliates Scheme.

97. 10 TERM AND TERMINATION

98. 10.1 This Agreement will come into force on the Affiliate's acceptance of the terms and conditions of this Agreement as set out above and shall continue in force unless and until either the Affiliate or MRG notifies the other in writing (via email shall suffice) that it wishes to terminate this Agreement, in which circumstances this Agreement will terminate with immediate effect (“Term”).
99. 10.2 Notwithstanding the provisions of clause 10.1 above, and in addition to its other termination rights set out in this Agreement, MRG may immediately terminate this Agreement if it determines, in its sole discretion:
    1. a. that the Affiliate is suspected of being engaged in, Affiliate Fraud;
    2. b. that any MRG Players (which were introduced by, or are connected to, the Affiliate) are suspected of being engaged in, Player Fraud;
    3. c. that it has not been provided with documentary or other evidence (in each case to MRG's satisfaction) regarding the Affiliate's identity;
    4. d. that the Affiliate, or any of the Affiliate's activities, pose(s) a risk to the integrity of the Uffiliates Scheme;
    5. e. that the Affiliate Website(s) is targeted at, or otherwise permits access to, people younger than: (i) the age of eighteen (18); or (ii) the minimum age which is necessary to participate in gambling activities in the respective jurisdiction;
    6. f. that the Affiliate Website(s) is aimed at customers in, or otherwise permits access to, any of the Excluded Territories;
    7. g. that the Affiliate Website(s): (i) promotes discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation or age, (ii) includes content which is libellous, obscene, sexually explicit or violent, (iii) promotes any unlawful activities or (iv) is otherwise deemed unsuitable or inappropriate by MRG;
    8. h. that the Affiliate or the Affiliate Website(s) or marketing materials violate any MRG IPR or the Intellectual Property Rights of any third party;
    9. i. that the Affiliate or the Affiliate Website(s) or marketing materials is in breach of any Applicable Regulation (or where we suspect such) or that MRG's (or its Group Companies) affiliation with, or connection to, such site (or the Affiliate) would cause MRG (or its Group Companies) to breach any Applicable Regulation;
    10. j. that a change in Applicable Regulation (which has occurred or which is due to occur) would result in: (i) this Agreement becoming, or being likely to become, unlawful, illegal or unenforceable and/or (ii) it being likely MRG would cease to receive the commercial benefit from this Agreement which it had anticipated to receive at the date on which it became effective;
    11. k. that the Affiliate has failed to comply with clause 2.4;
    12. l. that the Affiliate's activity is deemed by MRG to prejudice MRG's or its Group Companies' compliance with any Applicable Regulations;
    13. m. the Affiliate is in breach of the Agreement;
    14. n. MRG or any Group Company is ordered or required by a Regulator, to terminate its relationship with the Affiliate;
    15. o. the Affiliate carries out any action which MRG reasonably believes will expose MRG or any Group Company to regulatory repercussions in any jurisdiction; or
    16. p. that the Affiliate has not complied with the DPA.
    
    
    

    Consequences of Termination

100. 10.3 Upon the termination of this Agreement for any reason, all rights and licences granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate shall not be entitled to any additional Affiliate Remuneration post-termination. Further, the Affiliate must immediately:
     1. a. cease use of and remove any and all of the Approved Content from the Affiliate Website(s);
     2. b. disable any links from its site to any Site;
     3. c. cease use of and return, any materials which have been provided, or made available, to it by MRG or its Group Companies; and
     4. d. stop any activity which promotes, creates and/or implies an association between the Affiliate (on the one hand) and the Uffiliates Scheme, MRG (or any Group Company) or the Sites (on the other hand).
101. 10.4 In the event that the Agreement is terminated under clause 10.2, MRG reserves the right to retain all Affiliate Remuneration and MRG will no longer be liable to pay any Affiliate Remuneration to the Affiliate.
102. 10.5 MRG may withhold the Affiliate's final payment (if applicable) for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from the Affiliate to MRG. MRG will be entitled to deduct, from any payments due and payable to the Affiliate, any such debts and/or liabilities owed to it by the Affiliate (if any).
103. 10.6 Any continued access and use by MRG Players of any of the Sites following the termination of this Agreement shall not constitute a continuation or renewal of this Agreement or a waiver of any prior termination or termination notice. For the avoidance of doubt, no additional payments will be due from MRG to the Affiliate in relation to MRG Players who were introduced to a Site via the Affiliate.
104. 10.7 The following clauses (together with any clauses which, by their nature, are intended to survive termination) shall survive termination of this Agreement for any reason: 2.4, 8.7, 10.3, 10.4, 10.5, 11, 12, 13, 15, 19.2 and 22.

105. 11 THE AFFILIATE'S REPRESENTATIONS AND WARRANTIES

     1. 11.1 Without derogating from, and in addition to, any of the Affiliate's other representations, warranties, covenants and obligations set out in this Agreement, the Affiliate hereby represents and warrants to MRG that:
        1. a. the execution, delivery and performance by the Affiliate of this Agreement and the completion by the Affiliate of the transactions contemplated hereby will not conflict with or violate any Applicable Regulation or other law, rule, regulation or agreement to which the Affiliate is subject;
        2. b. the Affiliate is not under the age of:(i) eighteen (18) or (ii) the age at which gambling activities are legal under the law of the jurisdiction which applies to the Affiliate;
        3. c. the Affiliate is not a resident of, and does not make any sites available or otherwise operate in, any of the Excluded Territories;
        4. d. the Affiliate is not involved in or does not intend to be involved in or is not aware of any act or traffic that involves its site and that constitutes or can be reasonably expected to constitute fraud or illegal activity under any applicable law, rule or regulation (including those relating to money laundering);
        5. e. the Affiliate will not while using the Approved Content on or in respect of the Affiliate Website(s), infringe: (i) the MRG IPR; or (ii) the Intellectual Property Rights of any third party;
        6. f. the Affiliate has, and will have throughout the Term, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable Regulator) required to enter this Agreement, participate in the Uffiliates Scheme and receive payment under this Agreement;
        7. g. the Affiliate Website(s) shall not distribute nor shall designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware;
        8. h. the Affiliate has the legal right to use the Affiliate Website(s) in relation to the Uffiliates Scheme;
        9. i. the Affiliate will only use the Approved Content to promote the Sites;
        10. j. only use the Approved Content to link to the Sites and to not link directly to registration or download pages;
        11. k. the Affiliate will use the most up to date Approved Content;
        12. l. it will not breach any of clauses 5.1 to 5.25; and
        13. m. it does not consider MRG’s services (or any Group Companies) to be offensive, objectionable, improper or unfair in any way.

     2. 12 INDEMNITY

     3. 12.1 Without limiting any of MRG’s rights and remedies hereunder or under any Applicable Regulation, the Affiliate hereby agrees to defend and hold MRG, its Group Companies their respective shareholders, directors, officers, employees, agents and other representatives harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other costs, proceedings, damages and expenses including professional costs and expenses) resulting from, arising out of, or in any way connected with:
        1. a. any breach by the Affiliate of any warranty, representation or other term set out in this Agreement;
        2. b. the performance of the Affiliate’s duties and obligations under this Agreement;
        3. c. any breach by the Affiliate of any Applicable Regulation;
        4. d. any action or omission by or of Affiliate that causes MRG (or any Group Companies) to be in breach of any Applicable Regulation;
        5. e. any alleged or actual infringement of any third party's Intellectual Property Rights or other rights arising out of the use or supply of the services provided by the Affiliate under this Agreement;
        6. f. the development, operation, maintenance, and contents of the Affiliate Website(s) or any materials, products or services linked to therein;
        7. g. any claim related to the Affiliate’s entitlement to use or the display of the Approved Content on the Affiliate Website(s);
        8. h. any claim or demand by a third party relating to the development, operation, maintenance or content of the Affiliate Website(s) (including without limitation the content on it, its domain name, any metatag or any adword or other search engine optimisation tool connected to it); and
        9. i. any and all payments that MRG (or any Group Company) is required to make to any of the Affiliate’s employees in the event that any judgment is imposed on MRG stating that an employer-employee relationship existed between MRG (or any Group Company) and such Affiliate employee.

     4. 13 LEGALITY OF USE

     5. 13.1 The Affiliate accepts sole responsibility for determining whether its participation in the Uffiliates Scheme is compliant with Applicable Regulations. The Affiliate understands and hereby acknowledges that MRG does not provide any guarantee, recommendation or assurance regarding such compliance.
     6. 13.2 The Affiliate acknowledges that it should obtain independent legal advice in respect of its participation in the Uffiliates Scheme, and that, if the Affiliate has any doubts or concerns regarding its participation in the Uffiliates Scheme or the receipt of any payments from MRG, the Affiliate should not participate in the Uffiliates Scheme.

     7. 14 NO WARRANTIES

     8. 14.1 MRG does not make any express or implied warranties or representations with respect to the Uffiliates Scheme, the Uffiliates Information Site or in respect of any arrangements contemplated by this Agreement (including without limitation with respect to their functionality, fitness for any particular purpose, suitability, merchantability, legality or non-infringement).
     9. 14.2 In addition, MRG does not make any representation that the operation of the Sites, Uffiliates Scheme and the Uffiliates Information Site will be uninterrupted or error-free and MRG will not be liable for the consequences of any interruptions or errors.
     10. 14.3 MRG shall not be liable in any way, nor shall it assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, content or any other aspect related thereto.

     11. 15 LIMITATION OF LIABILITY

     12. 15.1 Any liability of MRG to the Affiliate arising under or in connection with this Agreement and the Uffiliates Scheme is limited to direct losses only. MRG will not, under any circumstances, be liable (whether in contract tort (including negligence) or for breach of statutory duty or in any other way) for indirect, special, or consequential damage or loss of any kind, nor will it be liable for any other losses including, without limitation:
         1. a. loss of business, opportunity, goodwill, reputation, profits, revenue, contracts or anticipated savings,
         2. b. loss, damage or corruption of or to any data,
         even if it has been advised of the possibility of such damages or losses.
     13. 15.2 In any event and under any and all circumstances, MRG's total liability arising under or in connection with this Agreement and the Uffiliates Scheme will not exceed the lower of: (i) the aggregate of all payments actually paid to the Affiliate under this Agreement over the six (6) month period preceding the event giving rise to the liability; and (ii) €10,000 (ten thousand euros).
     14. 15.3 Nothing in this Agreement shall serve to limit either party's liability to the other for: (i) death or personal injury caused by that party’s negligence; (ii) gross negligence; (iii) fraud or fraudulent misrepresentation or fraudulent misstatement; or (iv) any other claim which cannot be excluded or limited by law.
     15. 15.4 For the avoidance of doubt, in no event shall MRG (or any Group Company) be responsible or have any liability for any dispute or claim between the Affiliate and: (i) any Affiliate Customer (ii) any MRG Player; or (iii) any other user of the Affiliate's website. Affiliate hereby agrees to defend and hold MRG (and the Group Companies) and their shareholders, directors, officers, employees, agents and other representative harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) which result from, arise out of, or are in any way connected with such disputes or claims.

     16. 16 RELATIONSHIP OF PARTIES

     17. 16.1 The relationship between the parties to this Agreement is that of independent contractors and nothing contained in this Agreement shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between the parties.
     18. 16.2 No party possesses the power or authority to bind the other or to assume or create any obligation or responsibility, expressed or implied, on behalf of the other, and no party shall represent to anyone that it possesses such power or authority. The Affiliate will not make any statement, whether orally, on its site or otherwise, that could be reasonably construed to contradict the foregoing.

     19. 17 AMENDMENTS TO AGREEMENT

     20. 17.1 Without prejudice to clause 17.2 below, MRG may unilaterally amend any of the terms and conditions set out in this Agreement, at any time and at its sole discretion, by posting the amended agreement on the Uffiliates Information Site. Any changes will take effect from when posted on the Uffiliates Information Site (“Amendment Date”), and Affiliate hereby agrees to be bound by such changes on and from the Amendment Date. The Affiliate is solely responsible for regularly checking the Uffiliates Information Site and making itself aware of any such amended versions and changes.
     21. 17.2 Notwithstanding the generality of clause 17.1 or any other provision of this Agreement, MRG shall be entitled to require that the Affiliate immediately: (i) amends, deletes or removes any or all of the Approved Content in accordance with MRG's instructions; (ii) changes the placement and positioning of the Approved Content; and/or (iii) posts on the Affiliate Website(s) information regarding new features and promotions on the Sites.
     22. 17.3 Any variation of or amendment to this Agreement must, if the variation or amendment is proposed by: (i) MRG, be published on the Uffiliates Information Site; and (ii) Affiliate, be documented in writing and signed by both parties. None of the Affiliate, or the Affiliate or MRG's employees, officers or agents may orally amend, modify or waive any provision of this Agreement.
     23. 17.4 If any amendment made pursuant to clause 17.1 is unacceptable to the Affiliate, the Affiliate's only recourse is to terminate this Agreement, pursuant to clause 10.1, with immediate effect. Affiliate's continued participation in the Uffiliates Scheme following the Amendment Date will constitute a binding acceptance by the Affiliate of the amended Agreement, irrespective of whether or not the Affiliate has actually learned of or read the relevant changes.

     24. 18 MARKETING

     25. 18.1 Affiliate agrees that it shall not send direct promotional or marketing messages to any MRG Player or potential MRG Player via email, post, SMS, or any other means unless it has received MRG's explicit prior written consent (such consent to be given or withheld in MRG's sole discretion). In the event that MRG provides its consent such direct promotional or marketing messages shall be included in the definition of Affiliate Website(s). In no circumstance shall any consent provided by MRG pursuant to this clause 18.1 include the right for Affiliate to send any such direct marketing messages, or any other content, to Excluded Players.
     26. 18.2 In the event that Affiliate has been given written permission by MRG to engage in direct marketing, the Affiliate shall, prior to sending any such communication, share its database of Affiliate Customers (“Affiliate Database”) with MRG (via a secure method as notified by MRG to the Affiliate from time-to-time). MRG will use its bespoke software (the "Excluded Customers API") to identify anyone within the Affiliate Database who is an Excluded Player. MRG will remove the Excluded Players from the Affiliate Database before returning the revised Affiliate Database to the Affiliate. MRG shall use the data within the Affiliate Database solely for the purpose of identifying and removing any Excluded Players. The removal of the Excluded Players from the Affiliate Database shall not relieve the Affiliate of any of its obligations under this clause 18.
     27. 18.3 If MRG receives a complaint that the Affiliate has been engaging in sending spam messages or unsolicited messages, the Affiliate hereby agrees that MRG may provide to the party making the complaint any details required for the complaining party to contact the Affiliate directly in order for the Affiliate to resolve the complaint. The details which MRG may provide to the party making the complaint may include the Affiliate's name, email address, postal address and telephone number. The Affiliate warrants and undertakes that the Affiliate will immediately cease sending spam messages and unsolicited messages and make every effort to resolve the complaint. In addition, MRG reserves all of its rights in this matter including without limitation the right to immediately terminate this Agreement and the Affiliate's participation in the Uffiliates Scheme and to set off or charge the Affiliate for all claims, damages, expenses, costs, or fines incurred or suffered by MRG or any Group Companies in relation to this matter. Nothing stated or omitted herein shall in any manner prejudice any such rights.

     28. 19 DATA PROTECTION AND PRIVACY POLICY

     29. 19.1 The Affiliate shall comply with the terms of the Data Protection Addendum (“DPA”).
     30. 19.2 The Affiliate hereby indemnifies MRG (and its Group Companies) in respect of all costs, claims, fines, group actions, damages and expenses incurred by MRG (and/or its Group Companies), or for which MRG (and/or its Group Companies) may become liable, due to any failure by the Affiliate, its employees, agents, subcontractors or processors, to comply with any of its (or their) obligations under the DPA and/or the Data Protection Legislation. Nothing in this Agreement shall limit the Affiliate's liability under this clause 19.
         
         

         Use of the Affiliate's personal data

     31. 19.3 The Affiliate should read the Privacy Policy carefully, which sets out how MRG collects and uses the personal information provided by the Affiliate.

     32. 20 ANTI-BRIBERY AND CORRUPTION

     33. 20.1 MRG is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its affiliates and business partners comply with all Applicable Regulation and accord to the highest principles of corporate ethics.
     34. 20.2 In submitting an Application for enrolment in the Uffiliates Scheme and in performing the Affiliate's activities under this Agreement, the Affiliate undertakes to comply with all Applicable Regulation relating to anti-bribery and corruption and shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage related to any prospective, Leads, MRG Players, Affiliate Remuneration or otherwise.
     35. 20.3 MRG may immediately terminate this Agreement if it determines, in its sole discretion, that any of the Affiliate's activities do not fully comply with this clause 20 and retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.

     36. 21 ANTI-MODERN SLAVERY

     37. 21.1 The Affiliate confirms that it does not engage in slavery, servitude, forced labour, human trafficking or child labour (all as defined in the UK Modern Slavery Act 2015 (the "Act") and collectively to be referred to as "Modern Slavery").
     38. 21.2 The Affiliate undertakes to comply with applicable local labour regulations, including but not limited to, legally required working conditions, hours and minimum wage requirements. The Affiliate must also ensure that all of its employees and contractors undergo working age, identity and right to work checks, before being offered a contract with the Affiliate.
     39. 21.3 The Affiliate must have reasonable measures in place to ensure these standards are also adhered to by its suppliers and the Affiliate must not knowingly engage with suppliers who breach these standards.
     40. 21.4 If the Affiliate believes or suspects that the Affiliate has breached the policy, the Affiliate will raise this with its usual Mr Green contact person at the earliest possible stage. If the Affiliate does not have a usual Mr Green contact person or if the Affiliate feels that MRG has not adequately addressed the Affiliate's concerns, the Affiliate should send them in writing to 888's Company Secretary at corporate.secretary@888holdings.com.
     41. 21.5 MRG may immediately terminate this Agreement if it determines, in its sole discretion, that any of the Affiliate's activities do not fully comply with this clause 21 and retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.

     42. 22MISCELLANEOUS

     43. 22.1 Remedies and Injunctive Relief. The exercise of one or more of MRG's rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. The Affiliate acknowledges, confirms and agrees 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 the Affiliate of any provision of this Agreement, MRG's rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy. Nothing set out this Agreement shall limit or affect any of MRG's rights at law, equity, contract or otherwise for a breach or threatened breach of any provision of this Agreement.
         
         

         Governing Law and Jurisdiction

     44. 22.2 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the laws of Gibraltar.
     45. 22.3 Each party irrevocably agrees that the courts of Gibraltar shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
     46. 22.4 The English language version of this Agreement will prevail over any other language version issued by MRG.
     47. 22.5 Severability. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a court, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
     48. 22.6 Third Parties. Other than any Group Company, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
     49. 22.7 No Waiver. MRG's failure to enforce the Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
     50. 22.8 No Assignment. The Affiliate may not assign or transfer this Agreement including without limitation, the Licence or any part thereof without MRG's prior written consent (such consent to be given or withheld in MRG's sole discretion). MRG reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without the Affiliate's consent: (i) to any Group Company; or (ii) in the event of a merger, sale of assets or other similar corporate transaction in which MRG may be involved in. MRG will notify the Affiliate of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on the Uffiliates Information Site.
     51. 22.9 Entire Agreement. This Agreement constitutes the complete understanding and agreement of the parties and supersedes all prior negotiations, understandings, agreements, representations and warranties of any nature whether or not in writing between the parties with respect to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings, misrepresentations or representations that were made by or on behalf of the other party in relation to the subject matter of this Agreement at any time before the Agreement comes into force, other than those that are set out expressly (or cross-referred to) in this Agreement. Notwithstanding the foregoing, nothing in this clause 22 will exclude or restrict the liability of the Affiliate arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
     52. 22.10 Set-Off. Without derogating from the rights of MRG under this Agreement and/or by law, MRG may set off any amount which the Affiliate owes to it pursuant to this Agreement and/or by law from any sum that the Affiliate is entitled to receive from MRG, from whatever source.
     53. 22.11 Notices. Unless otherwise agreed to by the parties in writing, all notices required under this Agreement will be deemed effective: (i) in the case of notices sent by the Affiliate, when the Contact Us Form has been completed by the Affiliate and received by MRG or its Group Company, and (ii) in the case of notices sent from MRG to the Affiliate (save where MRG is permitted to amend this Agreement in accordance with clause 17.1- in which circumstances the amendments will take effect in accordance with that clause), when the email is sent to the email address registered by the Affiliate when setting up its account (or which is otherwise updated by the Affiliate via its account).
     54. 22.12 Interpretation. Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa. The headings in this Agreement are for ease of reference only and shall not affect its construction.

Affiliate Sweden Agreement For The 888 Branded Sites

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Virtual Marketing Services (Gibraltar) Limited (the "Company", "we", "us" or "our"), and you (the "Affiliate", "you" or "your"), regarding your application to participate as an affiliate of the Company in its affiliates scheme (the "Uffiliates Scheme"). As an affiliate your role will be to promote the sites, brands and the applications "888.se", "888casino.se", "888poker.se" and "888 sport.se" (the "Sites") in accordance with the terms of this Agreement. By marking the "I have read and agree to the terms and conditions" box (or similar wording) you accept the terms and conditions of this Agreement, which is a legally binding agreement between you and us.  

1. Uffiliates Application and Enrollment

   1. To become an affiliate within the Uffiliates Scheme, you will have to submit a completed Uffiliates application, made available on http://affiliates.888.com/ (the "Uffiliates Information Site"). We will evaluate your application and, provided that your application is acceptable, notify you of your acceptance to the Uffiliates Scheme. We shall have the right at our sole discretion to reject your application to the Uffiliates Scheme at any time.
   2. We may reject your application or terminate this Agreement with immediate effect, if we determine, in our sole discretion, that your marketing methods (including websites, emails, applications, all as indicated in your application) (collectively the "Affiliate Websites") are not suitable for any reason, including, but not limited to, inclusion of content on your Affiliate Websites that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues, or (v) any unlawful behavior or conduct.
      Similarly, we shall reject your application or terminate this Agreement if we determine, in our sole discretion, that any of your Affiliate Websites are designed to appeal to minors.
   3. The Company is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard. Therefore, we shall reject your application or immediately terminate this Agreement if we deem, at our sole discretion, that any of your Affiliate Websites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware.
   4. The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption (the "Anti Bribery and Corruption Policy"), to ensure that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, in submitting an application for enrollment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all applicable laws related to the fight against bribery and corruption and shall not offer, promise, give, authorize, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates (each as defined below) or otherwise. We shall reject your application or immediately terminate this Agreement if we determine, in our sole discretion, that any of your activities do not fully comply with our Anti Bribery and Corruption Policy.
   5. You shall have no right to appeal any decision by the Company to reject your application.
   6. The Company reserves the right to perform background checks on you and request any relevant documentation, for any reason, including (but not limited to) any investigation into your identity, personal history, registration details, such as name, address and age and your financial transactions and financial standing.
      
      The Company is under no obligation to advise you that such investigation is taking place. Such activities may include the use of specific third party companies, who perform the investigations as required. The Company may decide at its sole discretion to terminate this Agreement on the basis that such an investigation provides a negative or uncertain conclusion.
      
      The documents requested by us shall typically include an identity card, certificate of incorporation or anything analogous thereto and proof of address. If deemed necessary, the Company may request that the said document copies are notarized by a Public Notary. In the event our requests for documents are not completed or if we suspect that they have been tampered with, or are in any way provided to mislead or misrepresent – we shall be under no obligation to accept such documents as valid and we may: (i) withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you; and (ii) terminate this Agreement with immediate effect.
   7. You should also read our Privacy Policy carefully, which sets out how we collect and use the personal information which you provide us with.
   8. Each party shall comply with the Data Protection Addendum.

2. Protection of Minors

   In accordance with Swedish laws and regulations, persons under the age of 18 are not allowed to register with or play on the Sites. The Sites are not designed to attract children or adolescents, and we take certain measures to block underage persons from registering with the Sites. Therefore, we shall reject your application if we determine, at our sole discretion, that any of your Affiliate Websites are designed to appeal to minors and, as such, are not suitable for the Uffiliates Scheme.

3. Setting Up Links and Promotions

   1. In the event of your acceptance as an affiliate, we will make available to you banner advertisements, button links, text links and other content as determined by the Company which will be associated with you on our system, all of which shall relate and link specifically to the Sites (collectively referred to hereinafter as the "Links"). You may display such Links on your Affiliate Websites, provided you abide by the terms and conditions of this Agreement and that you possess the legal right to use the Affiliate Websites in relation to the Uffiliate Scheme.
   2. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. If during the term of this Agreement you wish to place the Links on websites other than the Affiliate Websites you must request and receive the Company's prior written permission for the placement of the Links on such alternative websites before placing any such Links (where permission is granted, such alternative websites shall then become Affiliate Websites for the purposes of this Agreement).
   3. You may not modify a Link, unless you have received prior written consent from the Company to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we may take such measures as to render such Links inoperative. You may not advertise the Sites in any way not approved in advance by the Company in writing.
   4. In addition to your use of Links you may promote the Sites by means of publication of bonus codes (each a "Promotion" and collectively the "Promotions"). Your activities in relation to a Promotion shall be strictly in accordance with applicable laws, regulations and guidelines from the Swedish Gambling Authorities and with the Company's and/or any Group Company's relevant guidelines as such shall exist and be amended from time to time. Your offering of a Promotion at any time shall be conditional on your receipt of prior written consent from the Company for the Promotion and in the event that you do not receive our consent in relation to a Promotion, you shall not be permitted to receive any Commissions generated on account of Money Players, as defined below, in relation to such unapproved Promotion.
      
      For the purposes of this Agreement "Group Company" or "Group Companies" shall mean any entity directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise.
   5. You shall only market or promote the Sites to persons located in Sweden.
   6. You will not market or promote the Sites or use any of the Licensed Materials (as defined below) on any website, software, application or portal which infringes upon the intellectual property rights of any third party.
   7. You shall refrain from marketing the Sites in any way which might compete with our own marketing efforts, unless you have received written approval from us in such regard. By way of example, only the following activities will be considered to be activities, which if undertaken by you, would compete with our own marketing efforts and are prohibited hereunder: (i) the placement of Links on any Internet sites on which we place advertisements for the Sites; and (ii) the promotion of the Sites by you by way of keyword advertising with Internet search engines.
   8. You must not market or promote the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggest or apply peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggest gambling is a “rite of passage”.
   9. Your breach of the foregoing provisions will constitute a breach of this Agreement, and the Company retains full authority to: (i) terminate this Agreement immediately in the event of such breach; and (ii) retain for its own account any Commission accrued to your benefit at such time and thereafter and the Company will no longer be liable to pay such Commission to you.
   10. In relation to PPC and keyword bidding it is hereby made clear that you may not advertise (make use in any search engine ads) or purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to any of the Company's or its Group Companies trademarks or trade names from time to time, which includes but is not limited to "888" or any word similar to the name of the Sites and all other sites or applications owned or operated by any Group Company (collectively the "Group Websites"). In addition you shall not include metatag keywords in PPC advertising which are identical or similar to any 888 trademarks or trade names from time to time or otherwise include the word "888".
   11. We may at any time disable any Link and/or the Licensed Materials.

4. Leads and Money Players

   1. With respect to revenue share trackers, a "Lead" shall mean a distinct Internet user who during the term of this Agreement accesses one of the Sites directly through a Link published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement, opens a new user account with such Site and makes the required minimum deposit. For clarification, an Internet user shall not qualify as a Lead if such user has previously deposited in any other user account with such Site.
      
      With respect to CPA trackers or hybrid trackers with a CPA component, a "Lead" is a distinct internet user who, during the term of this Agreement: (i) accesses one of the Sites directly through a Link which is published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement; and (ii) then registers a new user account with that Site; and (iii) deposits to that account an amount at least equal to the minimum deposit limit required with that Site within 90 days of registering with such Site ("Deposit Period"). We may agree with you by email to amend the Deposit Period with regards to a specific Site or across all Sites.
      
      Notwithstanding the foregoing, players who received a first money transfer into their account from a third party shall not be required to make a minimum deposit in their new user account prior to becoming a Lead (such players however shall not be counted for payments associated with CPA trackers or hybrid trackers and shall not contribute to any tranche associated with progressive revenue share schemes).
   2. A "Money Player" is a Lead who in addition has:
      1. For CPA trackers and CPA component in hybrid trackers: (i) been promptly verified and approved by the Company or its Group Companies in accordance with applicable regulatory requirements, including any applicable age or ID verification ; and (ii) meets any other qualifications based on gaming activity which we or our Group Companies may add from time to time at our discretion.
      2. For Revenue Share trackers: plays on any of the Sites.
   3. Neither you nor any of your relatives (or where the person entering into this Agreement is a legal entity, neither the directors, officers nor employees of such company or the relatives of such individuals) are eligible to become Leads or Money Players. Should you or any of your relatives attempt to do so the Company may terminate this Agreement and retain all Commissions otherwise payable to you. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
   4. The number of Leads per individual household computer, tablet device and mobile device is strictly limited to one.
   5. The Company's measurements and calculations in relation to the number of Money Players and the relevant Gross Revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of your Money Players and the relevant Gross Revenue figures available to you through the Uffiliates Information Site. It should be noted that the Uffiliates Information Site is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including any payment. Such data is provided on a dynamic basis and may change. In case of discrepancy between the data provided through the Uffiliates Information Site and the Company's records, the Company's records shall govern. To permit accurate tracking, reporting and Commission accrual, you must ensure that the Links between your Affiliate Websites and the Sites are properly formatted throughout the term of this Agreement.
   6. The Company shall have full access to information collected about a Lead as described under clause 4.1, and the Company maintains the right to obtain, store and utilize such information.

5. Commissions

   1. The default commission scheme and the commission amount payable to you under this Agreement shall be made available to you by the Company through your affiliate account with the Uffiliates Scheme as may be amended by the Company from time to time (without notice to you) (the "Commission"). The commission scheme and/or Commission may be modified in accordance with the terms of this Agreement or on the written agreement of the parties (for which email shall suffice).
      
      If the scheme that applies includes a revenue share component, you will receive the applicable share of Gross Revenue as such term is defined below and subject to the terms herein.
      
      "Gross Revenue" shall mean the total of all applicable Money Players' contributions to poker table game rakes (calculated as detailed below) and poker tournament fees (excluding the prizes) plus the sum of such Money Players' settled bets on non-poker games (excluding any contributions to progressive jackpots), less the winnings of such Money Players' on non-poker games (other than cashed-out progressive jackpot winning amounts), less any credits, bonuses, bonus points or other promotional amounts given to such Money Players, less any Tournament Overlays (as defined below), less any returned transactions or any uncollected (or refunded) revenue attributable to such Money Players (including chargebacks, 'preventative' chargebacks or in settlement of any claims involving a Money Player), less any administration fees relating to the Uffiliates Scheme, less any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, and applicable Facebook fees) attributable to such Money Players, less any licensing fees, applicable gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over the Company and/or any Group Company.
      
      A Money Player's contribution to poker table game "rake" is calculated using the following formula: (A/B) x C
      
      where: "A" is the actual amount staked in "A" by the Money Player; "B" is the total bet of such hand; and "C" is the total "rake" of such hand.
      
      For example, if the Money Player's stake is two US Dollars ($2.00) and the total bet in the hand is ten US Dollars ($10.00) and the "rake" of the hand in question is one US Dollar ($1.00), the Money Player's contribution to the rake will be twenty cents ($0.20).
      
      Notwithstanding the foregoing, the Company reserves the right to change the "rake" allocation model from time to time and may do so with respect to all Money Players, both existing and new.
      
      "Tournament Overlays" means the applicable portion as determined by the Company of the total sum of shortfalls (if any) between the guaranteed prize amount and the total prize pool collected from the participants of any guaranteed poker tournament (including free-rolls, network shared tournaments, and tournaments set up at the Affiliate's request and agreed by the Company).
   2. For the avoidance of doubt, the Company shall be under no obligation to pay any Commission with respect to Money Players who are at any time blocked or suspended by the Company or by any Group Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, for the purposes of calculating Gross Revenue the Company may still deduct any or all charges or expenses attributable to blocked or suspended Money Players.
   3. Notwithstanding the foregoing, you acknowledge and agree that a different payment scheme may apply to other affiliates who are already being paid by the Company in accordance with an older or alternative payment scheme or in other particular cases as determined at the Company's sole discretion from time to time.
   4. Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component with respect to www.888poker.se and its related application, shall only be payable for a maximum period of 24 months from the date on which the applicable Internet user qualifies as a Lead on the relevant site and in any event only during the term of this Agreement.
   5. You hereby acknowledge and accept that all Commission amounts will be displayed by us in US Dollars but actually paid to you in Euros. All currency conversions executed by the Company for such purpose shall be in accordance with the average monthly exchange rate published on www.oanda.com at the time of conversion.
   6. You shall be solely liable for any tax, charge or levy imposed on you in respect of your receipt of any sum due and payable under this Agreement by the relevant authority and all amounts due and payable by the Company to you hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and the Company shall be under no obligation to increase such payment in the event such tax becomes applicable. Without derogating from the foregoing, the Company shall be entitled to deduct and withhold from any Commission payments due to you, and to pay over to the relevant tax authorities, any amount on account of taxes, in accordance with its obligations under applicable law. Any such amount deducted and withheld by the Company shall be deemed paid to you for all purposes hereunder.
   7. Subject to all other terms of this Agreement, all Commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each calendar month. Payments of Commissions shall be made directly to you as per your preferred payment method and to the account detailed by you as part of your application process (the "Payment Account"). It is your responsibility to ensure that the details provided by you are both accurate and complete and the Company will have no obligation whatsoever to verify the accuracy and completeness of such details. In the event that you provide the Company with incorrect or incomplete details or you have failed to update your details and as a result your Commission is paid to an incorrect Payment Account, the Company shall no longer be liable to you for any such Commission. Without derogating from the forgoing, if the Company is not able to transfer the Commissions to you, the Company 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. Should the Company not be able to transfer any Commission payment for 6 consecutive months as a result of any incomplete or incorrect details of your Payment Account or for any other reason beyond the control of the Company, the Company reserves the right to withhold any such Commission payments and will no longer be liable to pay such Commission.
   8. The Company reserves the right to request that you provide the Company with written documentation (such as for example a current bank statement with respect to payment to a bank account) verifying all your beneficiaries and details of your Payment Account at any time, including without limitation upon registration, to comply with the Company’s policies with regards to its legal and regulatory obligations and/or when any change is made relating to your Payment Account. The Company is not obligated to make any payments until verification is completed to its satisfaction. If the Company believes at its sole discretion that you have failed to provide it with such verification, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commissions which have accrued to your benefit at such time or thereafter.
   9. The Company reserves the right to take action against you and/or your Money Players that show patterns of manipulating the Uffiliates Scheme in any way whatsoever. If we determine at our sole discretion that such conduct is being practiced, we may withhold and keep any Commission payments accrued to the benefit of the Affiliate at such time and thereafter and terminate this Agreement with immediate effect.
   10. Where you earn your Commission in accordance with the revenue share schemes as set out above the Company will apply a negative balance carry-over policy (the "Policy"). The Policy consists of the following two rules: (i) in reaching the total Commission amount owed to you in a calendar month the Company shall calculate all Commissions, both positive and negative, generated by Money Players via our Sites; and (ii) in the event that at the conclusion of a calendar month the Commission generated by Money Players via our Sites is a negative amount, we shall apply such negative amount to the Commission calculation of the subsequent calendar months until such time as the negative balance has been fully set-off against future positive Commission amounts generated or any other payment payable to you by any Group Company or issue an invoice for such negative amount at our discretion.
   11. The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   12. The Company 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.
   13. In the event that the Commission to be paid to you in any calendar month is less than $250(the "Minimum Amount"), the Company shall not be obligated to make the payment until such time as the Commission is equal to or greater than the Minimum Amount.
   14. The Company reserves the right to reduce your Commission relating to a specific Site in the event that you do not have any persons qualifying as Leads on such Site or through the account associated with such Site, in three (3) consecutive calendar months.
   15. The Company retains the right to review all Commissions for possible fraud, whether such fraud is on the part of the Money Player, on the part of a Sub-Affiliate, or on your part. In any period of time during which the Company reviews Commissions for possible fraud, such review period not to exceed 180 days, the Company shall have the right to withhold any Commission accrued in your favor, such Commissions not to be paid until such time as the review has been concluded. Any incidence of fraud on your part (or the part of a Lead, Money Player or Sub-Affiliate) constitutes a breach of this Agreement by you. In case of such breach, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commissions which have accrued to your benefit at such time in relation to same whether such Commissions were generated through fraud or otherwise. The Company also retains the right to set-off from future Commissions payable to you any amounts already received by you which can be shown to have been generated by fraud.
       
       For the purpose of this Agreement and by way of example only the term "fraud" shall include, but shall not be limited to: (i) the encouragement by you or a third party of bonus abuse on the part of the Money Players; (ii) a chargeback executed by a Money Player in relation to their initial deposit; (iii) collusion on the part of the Money Player with any other player on the Sites or Group Websites; (iv) the opening of an account in breach of the terms of this Agreement; (v) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise), including without limitation "rake back", to potential or existing Money Players; (vi) creating or using a single Link intended to be used by a single Lead; (vii) any use by you or a potential Money Player or a Money Player of any software program, robot or external aid, which is endowed with artificial intelligence, to play real money games on the Sites; and (viii) any other act by you or by a Money Player which is reasonably understood to have been committed in bad faith against the Company or its Group Company regardless of whether or not such action has resulted in any type of harm or damage to the Company or its Group Company. In the event of a suspected "rake back" activity on your part (based for example, on the detection of numerous Affiliate serials with only one or very few accounts on each), the Company shall have the right to immediately block your account and you shall forfeit any past and future Commissions which have accrued to your benefit.
   16. For the avoidance of doubt it is hereby stated by the Company and agreed by you that the Commissions which the Company shall pay to you shall relate solely to the casino, poker or sport products which you directly advertise via the Links. The Company shall have no obligation whatsoever in relation to future products or services provided to Money Players by the Company, any Group Company or their commercial partners. In addition the Company shall not be liable for any payment in respect of activity relating to any user account other than the user account registered in the particular Site promoted by you in which the respective user qualified as a Lead and Money Player, and subject always to the terms of this Agreement.
   17. Your account is solely for your benefit. You shall not allow any third party to use your account, password or identity to access or use the Uffiliates Scheme and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform the Company immediately if you suspect that your account is being misused by a third party and/or any third party has access to your account username or password. For the avoidance of any doubt, the Company shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefrom.
   18. The Company reserves the right, at its sole discretion, to immediately cease any or all marketing efforts in certain jurisdictions and will not be liable to pay you any Commissions which have accrued to your benefit that are attributable to such jurisdictions, without notice to you.

6. Intellectual Property

   1. In the event of your acceptance to the Uffiliates Scheme, we shall grant you a non-transferable, non-exclusive, revocable license to place the Links on your Affiliate Websites during the term of this Agreement, and solely in connection with the Links, to use the Company's, its Group Companies and their licensors' logos, trade names, trademarks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Sites.
   2. You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever.
   3. You may not use any Licensed Materials for any purpose whatsoever other than promoting the Sites, and in any event, you may not use the Licensed Materials without first submitting a sample of such proposed use to us and receiving our prior written consent to such us.
   4. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Company or anyone else negatively.
   5. The Company, its Group Companies and their licensors reserve all of the intellectual property rights in the Licensed Materials.
   6. We may revoke your license to use the Licensed Materials at any time by written notice to you, whereupon you shall immediately destroy or deliver up to us all such materials that are in your possession. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.

7. Obligations Regarding Your Affiliate Websites and Marketing Materials

   1. You will be solely responsible for the technical operation of your Affiliate Websites and the accuracy and appropriateness of materials posted on therein.
   2. You agree that your Affiliate Websites will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof), nor will you create the impression that any of your Affiliate Websites are any of the Sites (or any part thereof).
   3. You also agree that none of your Affiliate Websites will contain any content of the Sites and/or Group Websites or any materials which are proprietary to the Company or its Group Companies, except (i) with our prior permission, or (ii) the Links. In particular, you are not permitted to register a domain name that includes, incorporates or consists of the Company's or its Group Companies' trademarks or any domain name that is confusingly similar to such trademarks.
   4. On execution of this Agreement and as a continuing obligation, you will inform the Company of any domain names you own which are in breach of the foregoing. Once we become aware that you have registered a breaching domain name you will be informed and required to transfer the domain name to us or an entity nominated by us, forthwith and free of charge. YOUR OBLIGATION TO TRANSFER DOMAIN NAMES REGISTERED IN BREACH OF THIS CLAUSE EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. We may, in our sole discretion, withhold all Commission payments that may be due to you until the domain name is transferred.
   5. You will not use any unsolicited or spam messages to promote the Sites. In the event we receive a complaint that you have been sending spam messages, you hereby agree that we may provide to the party making the complaint any details required for the complaining party to contact you directly in order for you to resolve the complaint. The details which we may provide to the party making the complaint, include your name, email address, bricks and mortar address and telephone number. You hereby warrant and undertake that you will cease sending spam messages and make every effort to resolve the complaint. In addition, we reserve all of our rights in this matter including without limitation the right immediately terminate this Agreement and your participation in the Uffiliates Scheme and to set off or charge you for all claims, damages, expenses, costs, fines incurred or suffered by us in relation to this matter. Furthermore, in the event we terminate the Agreement under this clause 7.5, we shall withhold any Commission otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you. Nothing stated or omitted herein shall in any manner prejudice any of our rights.
   6. You will ensure that your Affiliate Websites and any related marketing materials or communications comply with all applicable laws, regulations, codes of conduct, rules, conditions and directives, do not contain any spyware, adware or other unwanted threats and do not infringe any right of any third party, including intellectual property rights, directly or indirectly.
      
      When marketing our Sites, you shall ensure amongst other things: (i) any advertisement, incentive or reward scheme under which an Internet user is offered money, goods or any other advantage, must clearly set out all significant terms, conditions, limitations and qualifications subject to which the benefit is being offered. These must be displayed on the ad itself, or (if significant time or space restrictions preclude such presentation, e.g. on a banner ad), the applicable terms, conditions, qualifications and limitations must be immediately and prominently visible one click away from the relevant ad. (ii) you must not market our Sites in a manner which is in violation of applicable laws, regulations, conditions and codes of conduct, including – but not limited to – the rules regarding moderate marketing in the Swedish gambling regulation, including guidelines from the relevant Swedish authorities; the ban on aiming marketing directly at players who have self-excluded from gambling; the ban on aiming marketing directly at players with closed player accounts, unless the player actively has approved such in conjunction with the account closure; the requirement that all commercial communication concerning gambling shall include clear information regarding the minimum age to gamble; the requirement that contact information for an organization that provides information on, and support for, problem gambling, is stated in the context of commercial communications concerning gambling (with the exception of such communications via radio) and in sponsorship agreements, logos and the names of gambling products or gambling services are not to be found on products that are intended to be used by persons under 18 years of age.
      
      If you are in doubt regarding the compliance of a particular marketing method or material – you must seek the Company's prior written approval, (iii) you may only use the Licensed Materials provided to you directly by the Company that are available via the Uffiliate Information Site, (iv) any Licensed Material must link to the Sites and may not link directly to registration or download pages.
      
      If your Affiliate Websites or any related marketing materials or communications are found to breach or infringe any of the above or contain any spyware, adware or other unwanted threats, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past and future Commissions which have accrued or which shall accrue to your benefit and we shall will no longer be liable to pay such Commission to you.
   7. You undertake to immediately comply with all instructions and guidelines provided by the Company or published on the Uffiliates Information Site in relation to your activities in marketing and promoting the Sites including, without limitation, any instruction received from the Company requesting you to post on the Affiliate Websites information regarding new features and promotions on the Sites. If you are in breach of the foregoing, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past and future Commissions which have accrued or which shall accrue to your benefit and we shall no longer be liable to pay such Commission to you.
   8. You will indemnify and hold the Company, its Group Companies and their respective directors, officers, members, employees, representatives and advisors harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Affiliate Websites or any materials, products or services linked to therein.
   9. You hereby acknowledge that your conduct as an Affiliate has the potential to cause substantial damage to the Company’s and the Sites’ reputation and goodwill, and you undertake that at all times consider the goodwill and reputation of the Company and the Sites and to act in an appropriate manner.
   10. You shall provide such information to the Company (and co-operate with all requests and investigations) as the Company may reasonably require in order for the Company or any Group Company to satisfy any information reporting, disclosure and other related obligations to any Regulator from time to time, and shall co-operate with all such Regulators directly or through the Company, as required by the Company.
       
       For the purposes of this Agreement "Regulator" shall mean any governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) the Company or Group Companies from time to time.

8. Term

   1. The term of this Agreement will begin upon your acceptance to the Uffiliates Scheme as an Affiliate and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail.
   2. In the event that you do not log into your account for 90 consecutive days, we may terminate this Agreement without notice to you.
   3. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid (if applicable).
   4. Without derogating from any other provision in this Agreement, the Company may terminate this Agreement on written notice to you in the event that: (i) you carry out any action which the Company reasonably believes will expose the Company or any Group Company to regulatory repercussions in any jurisdiction; (ii) the Company reasonably believes that you have breached applicable laws, regulations, codes of conduct, rules, conditions and/or directives; and/or (iii) the Company or any Group Company is ordered or required by a Regulator, to terminate its relationship with you. In such event of termination, the Company may retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay any Commission to you.
   5. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Websites, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Uffiliates Scheme. If applicable, following the termination of this Agreement and our payment to you of all Commissions due at such time of termination, we shall have no obligation to make any further payments of Commissions to you.

9. Modification

   1. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. You agree that posting a change of terms notice or a new agreement on our Uffiliates Information Site is considered sufficient provision of notice and such modifications shall be effective as of the date of posting.
   2. Modifications may include, but are not limited to, changes to the list of the Sites, the scope of available commission fees, commission schedules and payment procedures. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Uffiliates Scheme following our posting of a change notice or new agreement on our Uffiliates Information Site will constitute binding acceptance by you of the change. Due to the above, we advise you to frequently visit the Uffiliates Information Site and review the terms and conditions of this Agreement.

10. 10. Limitation of Liability

    We will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or your participation in the Uffiliates Scheme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total Commissions paid or payable to you under this Agreement

11. Relationship of Parties

    You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

12. Disclaimers

    THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE UFFILIATES SCHEME OR THE UFFILIATES INFORMATION SITE (INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, THE COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITES OR THE UFFILIATES INFORMATION SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

13. Representations and Warranties

    You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with its terms; (ii) all the information provided by you with regards to your application to the Uffiliates Scheme are true and accurate; (iii) such acceptance and the 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; (iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable regulatory or governmental authority) required to enter this Agreement, participate in the Uffiliate Scheme or receive payment under this Agreement; and (v) you are an adult of at least 18 years of age.
    
    You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.

14. Confidentiality

    1. We and/or our Group Companies may disclose to you certain information as a result of your participation as an Affiliate within the Uffiliates Scheme, which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if the same is required by law or legal process.
    2. You shall not make any public announcement with respect to any aspect of this Agreement or your relationship with the Company without the prior written approval of the Company.
    3. Without derogating from clause 14.2, during the term of the Agreement and thereafter, you shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to the Company, the Group Companies, the Group Websites, the Sites or the Uffiliates Scheme.

15. Indemnification

    You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, Group Companies, successors and assigns (the "Indemnified Parties"), from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by any of the Indemnified Parties (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on: (i) the breach of this Agreement by you or any representation or warranty made by you herein; (ii) any claim related to your Affiliate Websites; and/or (iii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Websites.

16. Anti-Bribery and Corruption

    1. The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and accord to the highest principles of corporate ethics.
    2. In submitting an Application for enrolment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all applicable laws relating to anti-bribery and corruption and shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates or otherwise.
    3. The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 16 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

17. Anti-Modern Slavery

    1. You confirm that you do not engage in slavery, servitude, forced labour, human trafficking or child labour (all as defined in the UK Modern Slavery Act 2015 (the "Act") and collectively to be referred to as "Modern Slavery").
    2. You undertake to comply with applicable local labour regulations, including but not limited to, legally required working conditions, hours and minimum wage requirements. You also must ensure that all your employees and contractors undergo working age, identity and right to work checks, before being offered a contract with your business.
    3. You must have reasonable measures in place to ensure these standards are also adhered to by your suppliers and you must not knowingly engage with suppliers who breach these standards.
    4. If you believe or suspect that you have breached the policy you will raise this with your usual 888 contact person at the earliest possible stage. If you do not have a usual 888 contact person or if you feel that we have not adequately addressed your concerns, you should send them in writing to 888’s Company Secretary at Corporate.Secretary@888holdings.com.
    5. The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 17 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

18. Entire Agreement

    The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this Agreement shall be valid or binding between the parties.

19. Independent Investigation

    You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Uffiliates Scheme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

20. Miscellaneous.

    1. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with laws of Gibraltar. The courts of Gibraltar will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions contemplated thereby.
    2. Without derogating from the rights of the Company under this Agreement and/or by law, the Company may set off any amount which you owe to it pursuant to this Agreement and/or by law from any sum that you are entitled to receive from the Company, from whatever source.
    3. You may not assign this Agreement, by operation of law or otherwise, without our express prior written consent. Subject to the foregoing, this Agreement will be binding on and inure to the benefit of, and be enforceable by the parties and their respective successors and assigns. You may not sub-contract or enter into any arrangement whereby another person is to perform any or all of your obligations under this Agreement.
    4. 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.
    5. The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any Group Company, or (ii) in the event of a merger, sale of assets or other similar corporate transaction in which the Company may be involved in. We will notify you of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on the Uffiliates Information Site.
    6. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a court of competent jurisdiction, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
    7. Other than the Group Companies, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
    8. Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    9. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa.
    10. Any provisions hereof which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose. Without derogating from the generality of the foregoing, clauses 8.5, 10, 12, 14, 15, 20 and 21 shall survive termination of this Agreement shall survive termination of this Agreement.

21. 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.

Sub-Affiliates Terms & Conditions

The following terms and conditions shall govern our agreement with you in respect of Sub-Affiliates. Capitalized term used herein and not otherwise defined shall have the meaning assigned to them in the Agreement set out above. All the other terms and conditions of the Agreement shall remain unchanged and shall continue to be in full force and effect.

1. Definition

   A "Sub-Affiliate" shall mean an affiliate introduced to the Company by you. To avoid doubt, we shall offer one tier of Sub-Affiliate Commissions (as defined below) such that you shall be paid only for Sub-Affiliates introduced by yourself and not by the Sub-Affiliate.

2. Introduction

   You may introduce potential Sub-Affiliates to the Company via the "Introduce a Sub-Affiliate" link located on the Uffiliates Information Site. Potential Sub-Affiliates will be required to submit a completed Uffiliates application. We will evaluate the Sub-Affiliate application and we reserve the right at our sole discretion to accept or reject such application.

3. Sub -Affiliate Agreement

   As a condition of our acceptance of a Sub-Affiliate to the Uffiliates Scheme, each Sub-Affiliate will be required to accept the Agreement.

4. Sub-Affiliate Commissions

   Sub-Affiliates shall receive commissions from the Company in accordance with the commission scheme as agreed between such sub-affiliate and the Company. You shall be entitled to receive commissions from the Company in relation to commissions received by Sub-Affiliates introduced by you (a "Sub-Affiliate Commission"). The Sub-Affiliate Commission received by you shall be linked to the commission scheme agreed between such sub-affiliate and the Company 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 commissions from the Company on a per Money Player basis but your Sub-Affiliate receives commissions from the Company on a Gross Revenue basis, your Sub-Affiliate Commission shall be calculated on a per Gross Revenue basis. The Sub-Affiliate Commissions shall be as set out on http://affiliates.888.com/en/commissions/sub-affiliates.htm
   
   Notwithstanding the foregoing, in the event you cease to generate new Leads for more than a month, we reserve the right to remove the Sub-Affiliate Commissions from your account without notice. In addition, if any of your Sub-Affiliates fails to generate new Leads for over 3 months we shall be entitled to disconnect such Sub-Affiliate from your account at our sole discretion.

5. Restrictions

   In relation to Sub-Affiliates you are strictly prohibited from doing any of the following: (i) introducing yourself or a family member as a Sub-Affiliate, (ii) offering or providing a Sub-Affiliate or potential Sub-Affiliate any incentive (financial or otherwise) to act as or become a Sub-Affiliate, (iii) attempt to use the Sub-Affiliate scheme in any way whatsoever in bad faith against the Company. Any such attempt on your part shall be considered a fraudulent act against the Company and the Company shall have the right to immediately block your account and you shall forfeit any past and future commissions which have accrued to your benefit.

6. Modification

   We may modify any of the terms and conditions contained herein, at any time and at our sole discretion.

AFFILIATE SWEDEN AGREEMENT FOR THE Mr GREEN BRANDED SITES

By marking the "I have read and agree to the terms and conditions" box (or similar wording) or "I accept the new Terms and Conditions" box (or similar wording), the Affiliate acknowledges that it has read this Agreement and agrees to be bound by its terms and conditions.

This Agreement is made between you (the “Affiliate”) and MRG (as “MRG” is defined below).

1. 1 DEFINITIONS

   “Affiliate”	means the party (other than MRG) to this Agreement;
   “Affiliate Customers”	means those potential MRG Players that the Affiliate directs (or has collected contact information from, for the purpose of directing) to Sites pursuant to this Agreement and who may become MRG Players as a direct result of the Affiliate's actions;
   “Affiliate Fraud”	means an actual or attempted act by the Affiliate which is reasonably deemed by MRG to be: (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud MRG, the Group Companies or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes MRG, the Group Companies or any of the Sites any damage or harm. Affiliate Fraud shall include, without limitation: collusion; abuse of bonuses or other promotions or the encouragement by the Affiliate of such; abuse of the Affiliate Remuneration reward structure; violation of money-laundering or other laws and regulations; false, misleading or unauthorised advertising or representations; use of stolen credit cards; the offering or providing by the Affiliate or any third party of any unauthorised incentives (financial or otherwise) which includes without limitation any rake-back activity;
   “Affiliate Remuneration”	means the remuneration paid to Affiliate by MRG, based on : (i) Revenue Reward; (ii) CPA; (iii) a combination of Revenue Reward and CPA; or (iv) as otherwise agreed in writing between the parties, and in accordance with clause 8;
   “Application”	means the application the Affiliate must complete and submit to become an affiliate in the Uffiliates Scheme which can be accessed here;
   "Affiliate Tracking Software"	means the software that provides the Affiliate with traffic links, banners and reporting capabilities;
   "Affiliate Tracking URL"	means a unique tracking URL created by MRG exclusively for the Affiliate, through which potential MRG Players are directed to the respective Sites by Affiliate;
   “Affiliate Website(s)”	means any website (including any device specific versions of such website) or application owned and/or operated by the Affiliate or on the Affiliate’s behalf and which the Affiliate identifies in its Application and any other marketing methods which MRG approves for use in the Uffiliates Scheme;
   “Applicable Regulation”	means (i) any requirement of any applicable laws (including without limitation Consumer Protection Legislation); (ii) any present or future applicable code of practice (whether voluntary or binding); (iii) any present or future applicable code of practice of a Regulator; and (iv) any other rules, directions, directives, judgements, judicial orders, guidelines, ordinances, laws, statutes, regulations, technical standards which are applicable to MRG, the Group Companies, the Uffiliates Scheme or the Affiliate, throughout the Territory, in each case, from time to time in force;
   “Approve” and “Approved”	means the approval of MRG, in its sole discretion, upon receipt, review and approval of the Affiliate’s Application, and the acceptance of the Affiliate into the Uffiliates Scheme. For the purposes of this Agreement, an Affiliate shall be deemed to be “Approved” at the time on which MRG submits an email to the Affiliate confirming such approval;
   “Approved Content”	means the Affiliate Tracking URL; Banners and Text Links; trade marks and any other content including mailers, video banners, and widgets; in each case as made available by MRG to the Affiliate via the Media Gallery or provided by MRG to the Affiliate from time to time;
   “Approved Purpose”	means the use by the Affiliate of Approved Content on the Affiliate Website(s) to direct genuine potential MRG Players to the Site in order for such potential MRG Players to deposit money and play for real money on the Sites;
   "Banners and Text Links"	are the banners, button links, text links and other content as well as the graphical artwork or text that directs traffic to Sites, through the Affiliate Tracking URL, to permit a potential MRG Player to hyperlink to any Site;
   “Chargeback” or “Credit”	means any situation where a payment transaction is either revoked, incomplete or for which a credit is otherwise given. These include without limitation: (i) credit card transactions which are not collectable by the credit card company as a result of any MRG Players’ non-payment or Player Fraud; and (ii) any returned transactions or any uncollected (or refunded) revenue attributable to MRG Players (for example 'preventative' chargebacks or in settlement of any claims involving an MRG Players);
   "Confidential Information"	has the meaning given to it in clause 9.1;
   "Consumer Protection Legislation"	means the legislative and statutory requirements applicable to the conduct of arrangements with MRG Players and potential players, as amended from time to time;
   "Contact Us Form"	means the online form located at https://affiliates.888.com/contact-us.htm;
   "Contributions to Poker Table Game Rakes"	means the applicable MRG Player's contribution to poker table game rakes and the "rake" is calculated using the following formula: (A/B) x C where: "A" is the actual amount staked in "A" by the MRG Player; "B" is the total bet of such hand; and "C" is the total "rake" of such hand. For example, if the MRG Player's stake is two US Dollars ($2.00) and the total bet in the hand is ten US Dollars ($10.00) and the "rake" of the hand in question is one US Dollar ($1.00), the MRG Player's contribution to the rake will be twenty cents ($0.20). Notwithstanding the foregoing, MRG reserves the right to change the "rake" allocation model from time to time and may do so with respect to all MRG Players, both existing and new;
   "CPA"	means a fixed payment to be paid to the Affiliate in respect of each CPA Lead who becomes a MRG Player (as applicable) (the details of any such fixed payments to be agreed in writing between the parties - for which email shall suffice);
   "CPA Lead"	means with respect to a CPA or a combination of Revenue Reward and CPA, a distinct internet user who following the Affiliate being Approved and during the remainder of the Term: (i) accesses one of the Sites directly through Approved Content which is published by the Affiliate on the Affiliate Website(s) or which is otherwise distributed by the Affiliate in accordance with this Agreement; (ii) registers a new user account with that Site and such person has not previously registered an account with such Site; and (iii) Deposits an amount at least equal to the minimum deposit limit required with that Site within 90 days of registering with such Site. MRG may agree with the Affiliate by email to amend such deposit period with regards to a specific Site or across all Sites;
   "DPA"	has the meaning given to it in clause 19.1;
   "Data Protection Legislation"	means all applicable data protection, privacy and electronic marketing legislation, including any national legislation implementing Directive 95/46/EC and Directive 2002/58/EC, Regulation (EU) 2016/679 (the General Data Protection Regulation) (and any related national legislation), any equivalent, replacement or repealing legislation, and any codes of practice issued by a competent data protection regulator relating to the same at any time;
   "Deposits"	means the successful transfer of funds by a MRG Player to their MRG Player account on a Site;
   "Excluded Players"	means those individuals notified to the Affiliate by MRG who should not receive direct marketing from the Affiliate;
   "Excluded Territories"	means any country other than Sweden;
   "Fraud"	means Affiliate Fraud and/or Player Fraud;
   "Regulator"	means any international, federal, state, local, foreign or any other governmental, regulatory or administrative authority, agency, commission, board, body or official or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) MRG and/or its Group Companies from time to time;
   "Gambling Taxes"	means any tax, duty or levy, including VAT or equivalent, payable by MRG or any of its Group Companies to any authority in any jurisdiction in respect of bets, stakes, rakes or entry fees received from MRG Players, whether charged on turnover, gross profits and/or any other profit calculation, although not including corporate income tax or equivalent;
   "Group Company" and "Group Companies"	means any entity directly or indirectly controlling, controlled by, or under common control with MRG. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise;
   "Inactive Account Fee"	has the meaning given to it in clause 8.7;
   "Intellectual Property Rights"	means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case, whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
   "KQC"	means the ‘key qualifying criteria’ relating to promotions and/or the services of MRG;
   "Lead"	means the CPA Leads and/or Revenue Reward Leads;
   "Licence"	has the meaning given to it in clause 3.1;
   "Migrated Player"	has the meaning given to it in clause 7.10;
   "Media Gallery"	means the online repository on the Uffiliates Information Site where MRG will make available, and the Affiliate can access and use, the Approved Content;
   "Mr Green Remuneration Table"	means the details, made available at https://affiliates.888.com/commissions/mrgreen-commissions.htm, of the default remuneration that will be payable to the Affiliate;
   "MRG"	means Admar Services (Gibraltar) Limited, a company registered in Gibraltar with registered company number 113955 and its registered office at 6/1 Waterport Place, Waterport Road, Gibraltar, GX11 1AA.
   "MRG Player"	means with respect to: (a) Revenue Reward remuneration: a Revenue Reward Lead who-is an individual that: (i) has had their account registration details adequately validated and approved by MRG (or its Group Companies), including (without limitation) the individual's identity and that such individual is confirmed to be 18 years of age or above; (ii) places stakes, or plays, (as applicable) with Deposits on the relevant Site; and (iii) is qualified and authorised to access and use the relevant Site in accordance with the terms and conditions of use of such Site and complies with all applicable laws, rules and regulations; (b) CPA or a combination of Revenue Reward and CPA remuneration: a CPA Lead who - (i) has had their account registration details adequately validated and approved by MRG (or its Group Companies), including (without limitation) the individuals identity and that such individual is confirmed to be 18 years of age or above; (ii) meets any other qualification criteria determined by MRG (which may differ per Site), which is based on the minimum Deposit that such person makes into their account with the relevant Site, the minimum points accumulated by such person with the relevant Site and/or the minimum number of bets made by such person on the relevant Site; and (iii) is qualified and authorised to access and use the relevant Site in accordance with the terms and conditions of use of such Site and complies with all applicable laws, rules and regulations;
   "MRG IPR"	means: (i) all Intellectual Property Rights owned by and/or licensed to MRG, any Group Companies of MRG or any “Mr Green” brands; (ii) all databases of MRG Players; (iii) all rights in and to the Sites; (iv) the MRG Trade Marks; (v) the Approved Content;
   "MRG Trade Marks"	means any logo, trade mark, trade name, design, domain name, insignias or similar identifying material that are owned by, and/or licensed to, MRG or any of its Group Companies, or any of the Sites;
   "Net Gaming Revenue"	means the total of all applicable MRG Players’ Contributions to Poker Table Game Rakes and poker tournament fees (excluding the prizes) plus the sum of such MRG Players' settled bets on non-poker games (excluding any contributions to progressive jackpots), less: (i) the winnings of such MRG Players' on non-poker games (other than cashed-out progressive jackpot winning amounts); (ii) any credits, bonuses, bonus points or other promotional amounts given to such MRG Players; (iii) any Tournament Overlays; (iv) Chargebacks; (v) any administration fees relating to the Uffiliates Scheme; (vi) any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, and applicable Facebook fees) attributable to such MRG Players; and (vi) any licensing fees, applicable Gambling Taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over MRG or any of its Group Companies.
   "Revenue Reward"	means a percentage of Net Gaming Revenues payable to the Affiliate with respect to the applicable MRG Players;
   "Revenue Reward Lead"	means a distinct internet user who following the Affiliate being Approved and for the remainder of the Term: (i) accesses one of the Sites directly through the Approved Content published by the Affiliate on the Affiliate Website(s) or otherwise distributed by the Affiliate in accordance with this Agreement; (ii) registers a new user account with that Site and such person has not previously registered an account with such Site; and (iii) Deposits to that account an amount at least equal to the minimum deposit limit required for the Site. An internet user shall not qualify as a Revenue Reward Lead for a Site if that user has previously registered an account with that Site;
   "Payment Account"	has the meaning given to it in clause 8.13;
   "Player Fraud"	means an actual or attempted act by any MRG Player which is reasonably deemed by MRG to be: (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud MRG, the Group Companies or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes MRG, the Group Companies or any of the Sites any damage or harm. Player Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions; Chargebacks; violation of money-laundering or other laws and regulations; use of stolen credit cards; any use of any software program, robot or external aid, which is endowed with artificial intelligence, to play on a Site;
   "Sites"	means any website(s) operated, controlled and/or promoted by MRG, any Group Company of MRG or “Mr Green” brands in Sweden (or any designated third party appointed by MRG from time to time), and all of their related pages, to which the links embedded within the Approved Content will direct potential MRG Players;
   "Term"	has the meaning given to it in clause 10.1;
   "Territory"	means Sweden;
   "Tournament Overlays"	means the applicable portion as determined by MRG of the total sum of all shortfalls (if any) between the guaranteed prize amount and the total prize pool collected from the participants of any guaranteed poker tournament (including free-rolls, network shared tournaments, and tournaments set up at the Affiliate's request and agreed by MRG in writing); and
   "Uffiliates Information Site"	means the website located at https://affiliates.888.com/; and
   "Uffiliates Scheme"	means MRG's Affiliate program located on the Uffiliates Information Site, in such form as is determined by MRG from time to time.

2. 2 APPOINTMENT AND PROPRIETARY RIGHTS

   Appointment

   1. 2.1 The parties hereby agree that this Agreement will become binding on each of them at the point Affiliate agrees to the terms and conditions of this Agreement.
   2. 2.2 The Affiliate acknowledges, agrees and represents that it is not an employee, agent or subcontractor of MRG or any Group Companies and is not connected in any way to a person or company which is in the Group Companies (each a “Connected Party”). Should the Affiliate become a Connected Party at any time during the Term, it shall immediately notify MRG. Following such notification (or if MRG otherwise becomes aware that Affiliate is a Connected Party), MRG may terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate.
      
      

      Statutory Requirements

   3. 2.3 The Affiliate acknowledges that MRG is:
      1. a. licensed by various Regulators;
      2. b. is bound by various licence conditions and codes of practice; and
      3. c. subject to the requirements of the Applicable Regulations.
   4. 2.4 By joining the Uffiliates Scheme, the Affiliate hereby agrees, warrants and represents that it will, at all times:
      1. a. conduct itself, when performing its obligations under this Agreement, in accordance with Applicable Regulations and/or codes of practice (including, in respect of any licence issued by a Regulator;
      2. b. comply with all Applicable Regulations in the jurisdiction in which it operates and any other jurisdiction to which it directs or makes available the Approved Content, which includes without limitation ensuring that the Affiliate Website(s), the Affiliate's marketing materials and its methods of marketing and promoting the Sites comply with Applicable Regulations;
      3. c. immediately comply with any policies, instructions or guidelines of MRG or any policy which MRG may introduce;
      4. d. not engage in any activity or activities, or be involved in any relationship, which could jeopardise MRG’s (or any Group Company’s): (i) business and/or (ii) compliance with Applicable Regulations or any licence, permission, authorisation and/or consent on which it relies for the purposes of conducting its business in any jurisdiction; and
      5. e. provide, on request by MRG, such information to MRG as MRG may require in order to enable it (or any Group Company) to comply with any Applicable Regulations (including any applicable information reporting obligations).

3. 3 LICENCE TO USE THE APPROVED CONTENT

4. 3.1 Once Affiliate has been Approved, MRG will be deemed (subject to the Affiliate’s compliance with this Agreement) to have granted to the Affiliate (or, where applicable, procuring the grant from any Group Company to the Affiliate of) a non-exclusive, revocable, non-transferable, non-sublicensable, limited, revocable licence during the Term to use: (i) the Affiliate Tracking Software and (ii) any of the Approved Content solely for the Approved Purpose, throughout the Territory and in accordance with this Agreement (“Licence”). The Licence will terminate automatically upon the termination of this Agreement for any reason.
5. 3.2 Affiliate acknowledges that MRG (and any Group Company) may operate additional affiliate programs in connection with the Sites or any other sites, and (unless otherwise agreed in writing), the Affiliate will have no right in connection with such other programs.
6. 3.3 The Affiliate acknowledges and agrees that: (i) as between the Affiliate and MRG, MRG or any Group Company is the sole and exclusive owner of the MRG IPR; (ii) MRG is entitled to use the same in any way or manner at its sole discretion; and (iii) the Affiliate has no rights in and to the MRG IPR other than as expressly provided for in this Agreement. To the extent that the MRG IP vests in the Affiliate by operation of law or otherwise, the Affiliate hereby assigns, by way of a present assignment of future rights and with full title guarantee, the MRG IP to MRG.
7. 3.4 The Affiliate acknowledges and agrees that all data relating to MRG Players shall be and remain, as between the Affiliate and MRG, MRG’s exclusive property.
8. 3.5 The Affiliate shall notify MRG through the Contact Us Form immediately in the event that any Affiliate Player makes a complaint to the Affiliate.
9. 3.6 The Affiliate shall immediately cease to use all MRG IPR upon being notified to do so by MRG (either by electronic or written notification) or on any termination of this Agreement.
   
   

   Commercial Use Only

10. 3.7 The Licence granted to Affiliate, and the right to receive Affiliate Remuneration is in respect of genuine commercial use only.

11. 4 PROMOTION AND LINK TO SITES

12. 4.1 By joining the Uffiliates Scheme, the Affiliate agrees to use its best endeavours to market and promote the Sites and refer potential MRG Players to the Sites, by displaying and sharing Approved Content on the Affiliate Website(s).
13. 4.2 The Affiliate will be solely liable for the content and manner of its marketing and promotional activities and for ensuring that such content and manner of marketing comply at all times with this Agreement and all Applicable Regulations.
14. 4.3 In the event that MRG (or any Group Company) amends any Affiliate Tracking URL or any other URL embedded within any Approved Content (“New Content”), it shall notify Affiliate via email, the Affiliate Tracking Software or such other means as it deems appropriate (acting reasonably). Affiliate shall immediately upon such notification: (i) remove any previous and/or outdated content which it uses; and (ii) ensure, following such notification, it uses only the New Content.
15. 4.4 The Affiliate agrees that it shall cooperate fully with MRG in order to establish and maintain the Approved Content on the Affiliate Website(s). In the event that MRG determines that the Affiliate's use of the Approved Content is not in compliance with the terms of this Agreement, MRG may take such measures as to render such Approved Content inoperative.
16. 4.5 If the Affiliate wishes to place the Approved Content on sites other than the Affiliate Website(s), the Affiliate must request and receive MRG’s prior written permission for the placement of the Approved Content on such alternative sites before placing any such Approved Content. Where permission is granted, such sites shall be included in the definition of Affiliate Website(s).
17. 4.6 If the Affiliate submits a request to MRG to advertise the Sites in any way other than through the use of the Approved Content any failure or delay in responding to a request by MRG does not constitute consent from MRG to the request.
18. 4.7 In addition to the Affiliate's use of Approved Content, from time to time the Affiliate may promote the Sites by publishing bonus codes for special offers/promotions (the “Promotions”), subject to the Affiliate having received the prior written consent of MRG (such consent to be given or withheld in MRG’s sole discretion). The Affiliate may only publish bonus codes in accordance with Applicable Regulations and the guidelines provided by MRG and its Group Companies. The Affiliate shall not be entitled to receive any Affiliate Remuneration generated by MRG Players, in relation to any unapproved Promotion.
19. 4.8 The Affiliate may not market or promote the Site or use any of the Approved Content on any website, software, application or portal in any way which infringes the Intellectual Property Rights of any third party, the Company or the Group Companies.

20. 5 THE AFFILIATE'S RIGHTS AND OBLIGATIONS

    KQC requirements

21. 5.1 The Affiliate must ensure at all times that all KQCs relating to Approved Content are displayed in a clear, legible and transparent manner.
    
    

    Marketing Regulation

22. 5.2 The Affiliate hereby agrees, warrants and represents that all marketing, advertising and promotions targeted at potential MRG Players will, at all times:
    1. a. be undertaken in a socially responsible manner and without derogating from the foregoing the Affiliate must not market and promote the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggests or applies peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggests gambling is a "rite of passage";
    2. b. not be sent to, targeted at, or be of particular appeal to, persons younger than eighteen (18) years old or vulnerable persons (meaning persons whom Affiliate knows, suspects, or should have known or suspected, may be persons who have self-excluded from gambling or who are otherwise likely to be at risk of problem gambling); and
    3. c. only be placed on the Affiliate Website(s) unless otherwise agreed in accordance with the terms of this Agreement.
23. 5.3 In addition to the provisions of clause 5.2 above, the Affiliate shall ensure that all marketing, advertising and promotions targeted at potential MRG Players in Sweden or otherwise subject to regulation by the Swedish Gambling Regulator shall comply with The Swedish Gaming Industry's Guidelines for Marketing (Svenska spelbranschens Riktlinjer för marknadsföring).
24. 5.4 In addition to the provisions of clauses 5.2 and 5.3 above, the Affiliate shall comply with the requirements of the EGBA Code of Conduct on Responsible Advertising for Online Gambling which can be found here
    
    

    Affiliate's Account

25. 5.5 The Affiliate's account with the Uffiliates Scheme is solely for the Affiliate's benefit. The Affiliate shall not allow any third party to use the account, password or identity to access or use the Uffiliates Scheme and the Affiliate shall be fully responsible for any activities undertaken on the account by a third party. The Affiliate shall not reveal the account username or password to any person and the Affiliate shall take all steps to ensure that such details are not revealed to any person. The Affiliate shall inform MRG immediately if it suspects that the account is being misused by a third party and/or any third party has access to the account username or password. For the avoidance of doubt, MRG and its Group Companies shall not be liable for any activities undertaken on the account by a third party or for any damages that may arise therefrom.
    
    

    Use of Approved Content

26. 5.6 The Affiliate shall use only the Approved Content to promote or direct potential MRG Players to the Sites and the use of such Approved Content by the Affiliate shall comply with the terms of this Agreement. The Affiliate shall not use any other content, images, logos, banners or links to promote or direct potential MRG Players to the Sites unless it has obtained MRG's prior written consent (such consent to be given or withheld in MRG's sole discretion).
27. 5.7 The Affiliate shall not, without the prior written consent of MRG (such consent to be given or withheld in MRG's sole discretion) modify the Approved Content which includes without limitation, altering the appearance, design, layout, graphics or content of the Approved Content.
28. 5.8 Without derogating from clause 5.7, the Affiliate shall not alter the appearance, design or content of any Approved Content, or take any step that will or may have the effect of: (i) altering or removing any KQCs or other promotional terms and conditions included by MRG in or on any Approved Content; or (ii) affecting the means by which a potential MRG Player may access such KQCs or other promotional terms and conditions from the Approved Content (including any action which would prevent any promotional terms and conditions from being accessible within a single 'click' of the Approved Content - or technological equivalent location in non-browser based platforms and technologies such as mobile phone applications- by potential MRG Players).
    
    

    Age Limitation

29. 5.9 Participation as an Affiliate in the Uffiliates Scheme is only permitted if the proposed Affiliate is the older of: (i) the legal age for gambling in the proposed Affiliate's jurisdiction; or (ii) eighteen (18) years of age.
30. 5.10 The Affiliate must provide appropriate evidence (as requested by MRG) of his/her age. MRG shall determine in its sole discretion whether or not any evidence provided is appropriate and sufficient to determine the Affiliate's age.
31. 5.11 The Affiliate acknowledges and agrees that, unless and until appropriate evidence of the Affiliate's age has been provided in accordance with clause 5.10 of this Agreement above: (i) s/he will not be entitled to participate in the Uffiliates Scheme; and (ii) the Affiliate's account may be suspended until satisfactory proof of age is received by MRG.
32. 5.12 The Affiliate will not, nor will it allow, assist or encourage others to, market and/or promote the Uffiliates Scheme, any Approved Content or any of the Sites, directly or indirectly, to persons that are not the older of: (i) eighteen (18) years of age; or (ii) the legal age for gambling in the jurisdiction in which the Affiliate is targeting and/or operating.
    
    

    Excluded Territories

33. 5.13 Under no circumstances shall the Affiliate:
    1. a. market or promote any Site; or share or publish any Approved Content, within or to persons from any Excluded Territories; or
    2. b. allow, assist or encourage circumvention of any restriction put in place by MRG and/or any Site in order to prevent access to any content within an Excluded Territory.
    
    
    

    Affiliate's Behaviour

34. 5.14 The Affiliate will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly:
    1. a. any act that involves Fraud;
    2. b. the use of spam;
    3. c. any act that alters, affects, redirects or in any way interferes with the operation or accessibility of the Sites or any page thereof;
    4. d. any act that results, or could result, in the interception or redirection (including via user-installed software) of traffic from or on any online website or other place that participates in the Uffiliates Scheme; or
    5. e. any activity that in MRG's reasonable opinion is unsuitable, fraudulent, erroneous, misrepresentative or inappropriate.
35. 5.15 The Affiliate shall not market the Sites in any way which might, in MRG's opinion, compete with the marketing efforts of MRG or any Group Company, unless the Affiliate has received prior written approval from MRG (such approval to be given or withheld in MRG's sole discretion). For the avoidance of doubt, the placement of Approved Content on any internet sites on which MRG or any Group Company places advertisements for the Sites shall be deemed by MRG as competing with the marketing efforts of MRG or any Group Company (as applicable).
36. 5.16 The Affiliate will at all times refrain from, immediately stop and not allow any act or traffic that involves Fraud or that it believes or should reasonably believe to potentially involve Fraud, or any act or traffic that MRG informs the Affiliate is suspected by it, at its discretion, to involve or potentially involve Fraud.
37. 5.17 MRG reserves the right to review the Affiliate's and/or MRG Players, activity for Fraud. Any review period will not exceed 180 days. In the event that MRG suspects Fraud, it reserves the right to place restrictions on the Affiliate's account, including suspending the Affiliate's account and retaining all sums within the account as well as commencing a full investigation (with which the Affiliate hereby agrees to fully comply and co-operate). The Affiliate hereby gives MRG its authorisation to inform the appropriate authorities or third parties of such an incident and only once MRG is satisfied that the matter is resolved (to MRG's satisfaction) shall it remove any restrictions on the Affiliate's account. Any incidence of Fraud constitutes a breach of this Agreement by the Affiliate and notwithstanding anything to the contrary herein, MRG reserves the right to immediately terminate the Agreement and retain all Affiliate Remuneration and MRG will no longer be liable to pay any Affiliate Remuneration to the Affiliate.
    
    

    No Rake-Backs

38. 5.18 MRG does not allow any form of rake-back in the Uffiliates Scheme. The Affiliate 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 MRG Player's rake to be returned to the MRG Player in any form and for the avoidance of doubt, any such behaviour shall be considered as Fraud. The Affiliate must not advertise or be engaged with any site that offers rake-backs or similar schemes. In the event of suspected "rake back" activity on the Affiliate's part (based for example, on the detection of numerous Affiliate serials with only one or very few accounts on each), MRG shall have the right to immediately block the Affiliate's account and retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.
    
    

    Sole responsibility for the Affiliate's Site

39. 5.19 The Affiliate will be solely responsible for the operation and content of its Affiliate Website(s), and shall ensure that materials and content posted on the Affiliate Website(s) (including any of the search terms and/or key words linked to such content): (i) are not libellous, obscene, sexually explicit, violent or illegal; (ii) do not provide unauthorised access to copyrighted content; (iii) do not otherwise actually or potentially infringe any rights of MRG, any Group Company and/or any other third party; (iv) are original and owned by or licensed to the Affiliate, and that the 'look and feel' of the Affiliate's site does not resemble any of the Sites; (vi) other than with respect to the Approved Content, do not contain any content of the Sites or the sites of any of the Group Companies or any materials which are proprietary to MRG or its Group Companies, except with MRG's prior written permission; (v) negatively match against (and are not linked to by) any potentially harmful search terms including those likely to be used by persons attempting to stop or reduce their gambling (for example 'gambling exclusion' 'block gambling account' 'stop gambling'); (vii) are not designed to appeal to those under the age of 18; and (vi) are not otherwise deemed, at MRG's sole discretion, unsuitable.
40. 5.20 The Affiliate will remove (or procure the removal of) the content described in clause 5.19 immediately upon MRG notifying the Affiliate that it requires the Affiliate to do so. If the Affiliate is unable or unwilling to remove such content, then MRG may terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate.
    
    

    MRG IPR

41. 5.21 The Affiliate shall not contest the validity, enforceability or ownership of the MRG IPR, the Uffiliates Scheme or any of the Sites in any action or proceeding of whatever nature and shall not take any action that may prejudice MRG, the MRG IPR, the Uffiliates Scheme or any of the Sites, or diminish MRG's (or any of its Group Companies') goodwill and/or reputation, or the goodwill in the MRG IPR.
42. 5.22 The Affiliate shall not register or attempt to register any logo, trade mark, trade name, insignia, design, domain name or social media account that: (i) contains any element of MRG IPR, or (ii) is confusingly similar to any MRG IPR. In the event that the Affiliate registers any domain name or social media account in breach of this clause 5.22, it will, on demand by MRG, immediately cease its use of any such logo, trade mark, trade name, insignia, design, domain name or social media account and immediately transfer the same, at its own cost and expense, to MRG (or to a third party nominated by MRG).
43. 5.23 The Affiliate shall not place, purchase or register 'pre-click' bids, keywords, search terms or any other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical to, similar to or otherwise resemble any MRG IPR. This includes any words containing, or derived from, such MRG IPR and any typo errors or phonetics of the same.
    
    

    Publicity

44. 5.24 The Affiliate will not make any claims, representations or warranties in connection with MRG or any of the Sites. The Affiliate is not authorised to make any commitment or assume any liability or obligation on MRG's behalf or on behalf of any of the Sites.
45. 5.25 The Affiliate shall not make any public announcement with respect to any aspect of this Agreement or its relationship with MRG without the prior written approval of MRG (such approval to be given or withheld in MRG's sole discretion).
46. 5.26 The Affiliate acknowledges and agrees that in the event that the Affiliate is found to be in breach of any of clauses 5.1 to 5.25 above, MRG reserves the right to suspend the Affiliate’s account (and otherwise, its access to the Uffiliates Scheme ) and/or withhold payment of all monies due to the Affiliate until it is satisfied that the matter is resolved and that the Affiliate is no longer in breach of any such clause. If MRG cannot satisfy itself that any such breach has been resolved, it reserves the right to treat all payments or amounts due to the Affiliate as forfeited and to immediately terminate the Agreement by providing notice in writing to the Affiliate.

47. 6 VERIFICATION; SUPPORTING DOCUMENTATION

    
    
    

    Verification

48. 6.1 MRG reserves the right to perform background checks on the Affiliate at any time and request any relevant documentation for any reason, including without limitation, in accordance with MRG's policy of prohibiting and actively preventing money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities, verifying the Application, the Affiliate's identity, the beneficiaries of the Affiliate, beneficiaries of the Payment Account, the details of the Payment Account, the Affiliate's personal history, the Affiliate's registration details, the Affiliate's financial transactions and/or the Affiliate's financial standing. MRG will verify the Affiliate's identity (and the Affiliate agrees to provide any and all documentation and/or other materials requested by MRG for such purposes). Such verification may be undertaken via the information provided by the Affiliate and by obtaining information from public sources and data. For the avoidance of doubt, MRG is under no obligation to advise the Affiliate that such checks are taking place.
49. 6.2 Should MRG be unable, at any time, to adequately satisfy itself of the Affiliate's identity, the checks provide a negative conclusion or if MRG suspects that the Affiliate has tampered with any documents provided (or attempted to mislead or misrepresent in any other way), MRG may: (i) (where the Affiliate has not yet been Approved) withhold its Approval or reject the Application and in the event of such rejection the Agreement will automatically terminate; or (ii) terminate this Agreement, with immediate effect by providing notice in writing to the Affiliate, and MRG may retain all Affiliate Remuneration owed to the Affiliate and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate. In such eventuality, MRG shall not be obliged to provide the Affiliate with any information as regards the reasons for such failure to identify the Affiliate.
50. 6.3 The Affiliate agrees that MRG may use any personal information provided by the Affiliate for the purposes of verifying its identity in accordance with this clause 6.
51. 6.4 The Affiliate agrees that such verification activities may include the use of specific third party companies, who perform the investigations as required.
52. 
    
    

    Supporting Documentation

53. 6.5 The Affiliate agrees to promptly provide MRG with any supporting documents requested by MRG. The Affiliate is aware that MRG has the right to delay and/or withhold payments if requested supporting documents have, at any time, not been received by MRG and until such verification has been completed to MRG's satisfaction. Supporting documents requested by MRG may comprise of any or all the following documents (including originals and/or copies):
    1. a. For individuals: valid passport; valid driving licence; recent utility bill; letter of reference from the Affiliate's bank; copies of recent bank statements.
    2. b. For a company: certificate of incorporation; articles of association (or an equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; information regarding the identity of the beneficial owner of the company and the identity of the directors of the company.
    Furthermore, if deemed necessary by MRG, MRG may request that copies of these documents are notarised by a Public Notary.

54. 7 MRG'S RIGHTS AND OBLIGATIONS

    
    
    

    Registering and Tracking MRG Players

55. 7.1 MRG will be responsible for registering MRG Players and tracking their play and will calculate the Affiliate Remuneration accordingly. MRG may use the Affiliate Tracking URL, the Affiliate Tracking Software and/or cookies to conduct such tracking.
56. 7.2 MRG reserves the right, at its sole discretion, to refuse new MRG Players or to close the accounts of existing MRG Players.
57. 7.3 A Lead who has received a first time real money transfer from a third party verified by MRG or its Group Companies into their account with a Site shall not be eligible to become an MRG Player.
58. 7.4 If the Affiliate is a person, the Affiliate nor any of its relatives are eligible to become a Lead or MRG Player. If the Affiliate is a legal entity, the directors, officers and employees of such entity and the relatives of such individuals are not eligible to become a Lead or MRG Player. Should any of the foregoing persons attempt to become a Lead or MRG Player, MRG may terminate this Agreement and retain all Affiliate Remuneration otherwise payable to the Affiliate. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
59. 7.5 The number of Leads per individual computer, tablet device and mobile device is strictly limited to one.
60. 7.6 MRG may, from time to time, appoint third parties as designated parties whose websites shall be included, for the purposes of this Agreement, as Sites.
61. 7.7 Payments. MRG will pay the Affiliate Remuneration in accordance with the applicable reward plan which applies between the parties.
62. 7.8 Reporting. The Affiliate acknowledges and accepts that MRG’s calculation of the number of MRG Players and amount of Net Gaming Revenue shall be the sole and authoritative measurement and shall not be open to review or appeal. The number of MRG Players and the amount of Net Gaming Revenue are made available to the Affiliate through the Uffiliates Information Site. It should be noted that the Uffiliates Information Site is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including calculation of the Affiliate Remuneration as it is provided on a dynamic basis. In case of a discrepancy between the data provided through the Uffiliates Information Site and MRG’s records, MRG's records shall govern. To ensure accurate tracking, reporting and Affiliate Remuneration accrual, the Affiliate is responsible for ensuring that the Affiliate Tracking URL is properly formatted.
63. 7.9 Recording Calls. All telephone conversations between the Affiliate and any of MRG's staff may be recorded and the Affiliate hereby consents to such recording. Any recordings will be treated as “Confidential Information” (as defined in clause 9 below) and may be used by MRG in the event of a misunderstanding, dispute or for training purposes.
64. 7.10 Migrated MRG Customers. In the event that the Affiliate is a member of the MrAffiliate Program located here (“MrAffiliate Program”) and MRG migrates a MRG Customer as defined in the agreement located here (“MrAffiliate Program Agreement”) from the MrAffiliate Program to the Uffiliates Scheme (“Migrated Player”), from the moment of migration, such person will be deemed to fall under the definition of an MRG Player under this Agreement (as applicable) and solely the terms and conditions in this Agreement shall apply to the Affiliate with respect to such migrated MRG Customer (and for the avoidance of doubt not the MrAffiliate Program Agreement) including without limitation the payment and calculation of payment provisions included herein.

65. 8 AFFILIATE REMUNERATION

66. 8.1 The Affiliate Remuneration will be agreed in writing between the parties (for which email shall suffice). In the event no such written agreement is reached between the parties, the Affiliate Remuneration shall be structured on the basis of a Revenue Reward model and calculated in accordance with the Mr Green Remuneration Table.
67. 8.2 For the avoidance of doubt, where there is no revenue received by MRG in respect of an MRG Player transaction (and the Affiliate Remuneration payable to the Affiliate in respect of such MRG Player is subject to a Revenue Reward model), no Affiliate Remuneration shall be payable in respect of such MRG Player transaction.
68. 8.3 For the avoidance of doubt, if in any calendar month, the total sum payable to an Affiliate amounts to a negative sum (with respect to any Affiliate Remuneration that contains a Revenue Reward component, MRG shall calculate all Affiliate Remuneration both positive and negative, generated by MRG Players via the Sites), then such negative sum will be set-off against future payments due to the Affiliate by MRG or any Group Company until the full negative balance is set-off. Alternatively, MRG may require that the Affiliate pays the negative balance to MRG and MRG will issue an invoice for such negative amount.
69. 8.4 Without derogating from any provision to the contrary in this Agreement, any Affiliate Remuneration which contains a Revenue Reward component, which relates to revenues generated on the Sites, shall only be payable until the earlier of 24 months from the date on which the internet user qualifies as a Lead (as applicable) and termination of this Agreement.
70. 8.5 The Affiliate acknowledges and agrees that MRG shall not be liable to pay to the Affiliate any amounts which relate to revenues generated from MRG Players from any products or services provided by MRG, any of its Group Companies or commercial partners other than the casino or sports products which the Affiliate advertises via the Approved Content. MRG shall not be liable to the Affiliate for any amounts which relate to revenues generated from activity relating to any user account other than the user account registered with the particular Site promoted by the Affiliate in which the respective user qualified as an MRG Player.
    
    

    Dormant/inactive accounts

71. 8.6 At any time where three (3) calendar months have passed without the Affiliate directing at least four new MRG Players to the Sites, MRG shall be entitled, in its discretion to: (i) suspend the Affiliate's account; and/or (ii) reduce the rate of the Affiliate Remuneration. Such reduction may be notified to the Affiliate or may be published within the Mr Green Remuneration Table. For the avoidance of doubt, any Migrated Player will not count as a new MRG Customer.
72. 8.7 Notwithstanding clause 8.6, MRG reserves the right to reduce the Affiliate Remuneration relating to a specific Site in the event that the Affiliate fails to generate any Leads on such Site or through an account associated with such Site, for any three (3) consecutive calendar months. For the avoidance of doubt, any Migrated Player will not count as a Lead.
73. 8.8 If sums are not withdrawn from the Affiliate's account (for example, because the Affiliate has failed to supply documentation requested of it by MRG or the Affiliate's bank account details are not correct) or the Affiliate's account is otherwise inactive (such inactivity being where the Affiliate does not log into his/her account) for a period of at least six (6) months, the account will be deemed an “Inactive Account”. MRG may notify the Affiliate that its account is an Inactive Account and that the Inactive Account Fee will be deducted, pursuant to clause 8.9 below if the Affiliate does not reactivate its account in accordance with the timeframe set out in such clause and in accordance with MRG's instructions (“Inactive Account Notice”).
74. 8.9 In the event an Inactive Account Notice is sent to the Affiliate, MRG shall be entitled to retain fifty per cent (50%) of the total balance remaining in the Inactive Account (“Inactive Account Fee”) after fourteen (14) days have elapsed from the date of such Inactive Account Notice. Should the Affiliate subsequently fail to reactivate his/her account in accordance with MRG's instructions, MRG shall be entitled, upon expiry of forty five (45) days from the date of the Inactive Account Notice, to retain the remainder of the balance on such Inactive Account without further notice to the Affiliate. Following such retention, the Affiliate's account will be closed, and this Agreement will be deemed to have terminated.
75. 8.10 Without derogating from clauses 8.8 and 8.9, in the event that the Affiliate does not log into its account for 90 consecutive days, MRG may terminate this Agreement without notice to the Affiliate.
    
    

    Change of Affiliate Remuneration

76. 8.11 The parties acknowledge and agree that MRG shall be entitled to change the Mr Green Remuneration Table at any time upon notice (e.g. via email or newsletter) to the Affiliate. Any such change (including a corresponding reduction to the Affiliate Remuneration) will take effect from the date set out in such notice (or if no such date is set out in the notice, the date on which the notice itself is sent to the Affiliate).
77. 8.12 MRG reserves the right to convert the Affiliate Remuneration scheme by which the Affiliate is paid.
    
    

    Payment Procedure

78. 8.13 The Affiliate shall ensure that the payment and/or bank account details detailed in its Application (“Payment Account”) are accurate, complete and up to date. Affiliate shall promptly update its account details in the event that its payment or contact information changes. MRG has no obligation whatsoever to verify the accuracy and completeness of the Payment Account details. In the event that the Payment Account details are incorrect or incomplete or the Affiliate has failed to update its Payment Account Details and as a result, the Affiliate Remuneration is paid to an incorrect account, MRG shall cease to be liable to the Affiliate for any such Affiliate Remuneration. Without derogating from the foregoing, if MRG is not able to transfer the Affiliate Remuneration to the Payment Account, MRG reserves the right to deduct from the Affiliate Remuneration a reasonable amount to reflect the required investigation and additional work including without limitation the administrative burden created by the Affiliate having provided incorrect or incomplete details. Should MRG not be able to transfer any Affiliate Remuneration to the Affiliate for six consecutive months as a result of any incomplete or incorrect details of the Payment Account, or for any other reason beyond the control of MRG, MRG reserves the right to retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.
79. 8.14 As part of its monthly payments process, MRG will carry out a data reconciliation process to ensure data accuracy and correct billing for the previous month. This process may include: (a) the detection of Fraud (and any payments connected to Fraud shall be excluded from the Affiliate's Remuneration) and (b) failed transactions attributed to the Affiliate's account. MRG shall begin the reconciliation process at the start of each calendar month.
    
    

    Payment to Affiliate / Minimum Thresholds

80. 8.15 In consideration of the Affiliate's provision of the marketing services in accordance with the terms of this Agreement, MRG shall pay the Affiliate Remuneration on a monthly basis, within approximately 60 days after the end of each calendar month.
81. 8.16 The Affiliate acknowledges and accepts that all Affiliate Remuneration amounts will be displayed by us in US Dollars on the Uffiliates Information Site but payments shall be made in either Pounds Sterling, US Dollars or Euros (as determined by MRG). All currency conversions executed by MRG for such purpose shall be in accordance with the average monthly exchange rate published on www.oanda.com at the time of conversion.
82. 8.17 Payment is also subject to the Affiliate Remuneration in a calendar month being 250 USD or greater (the “Monthly Minimum”).
83. 8.18 If the Monthly Minimum is not achieved by the Affiliate in a particular calendar month, MRG will be entitled to withhold payment and carry the amount due to the Affiliate forward to the next calendar month (and so on) until the Monthly Minimum is reached.
84. 8.19 MRG will transfer funds only to the designated Payment Account (or any such Payment Account which has been updated via the Affiliate's account and approved by MRG). It is the Affiliate's responsibility to ensure that such designated bank account is not restricted from receiving funds from MRG. Third party wire transfers are prohibited by MRG. In the event that the Affiliate, and/or the Affiliate's designated Payment Account, is located within the United States of America or any other non-UK jurisdiction, the Affiliate may be required to comply with additional requirements in order to receive payment (such requirements to be notified by MRG to the Affiliate from time to time).
    
    

    Taxes and charges

85. 8.20 The Affiliate is fully responsible for all taxes, charges, levies, fees and other costs, imposed, incidental to or arising from any payments made to it under this Agreement and all amounts due and payable by MRG to the Affiliate hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and MRG shall be under no obligation to increase such payment in the event such tax becomes applicable. Furthermore, MRG shall be entitled to deduct and withhold from any Affiliate Remuneration and to pay over to the relevant tax authorities, any amount on account of taxes, in accordance with its obligations under Applicable Regulations. Any such amount deducted and withheld by MRG shall be deemed paid to the Affiliate for all purposes hereunder.
86. 8.21 Without derogating from the foregoing, the Affiliate hereby indemnifies and agrees to immediately reimburse MRG for any costs, expenses or losses that may be caused to, or suffered by MRG 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 MRG may be subject in connection with its relationship with (or as a consequence of making payments to) the Affiliate. MRG will be entitled to withhold or set-off any such amounts from any payments made to the Affiliate and any such amount set-off or withheld by MRG shall be deemed paid to the Affiliate for all purposes hereunder.
87. 8.22 In the event that, for whatever reason (including incorrect details being provided by the Affiliate), MRG is charged by either its own, or the Affiliate's bank for paying, or attempting to pay the Affiliate Remuneration (“Bank Charges”), the Affiliate hereby indemnifies MRG in respect of any and all sums which are paid or payable by MRG in respect of such Bank Charges. MRG shall be entitled to set-off Bank Charges against future Affiliate Remuneration owing to the Affiliate and/or may request immediate repayment of such Bank Charges from the Affiliate.
    
    

    Right to withhold and set-off amounts

88. 8.23 MRG shall be entitled to withhold any amounts due and payable to the Affiliate under this Agreement, including if MRG, in its sole discretion, considers:
    1. a. that any Affiliate Fraud has taken place by, or in relation to, the Affiliate;
    2. b. that any Affiliate Fraud is being contemplated by the Affiliate; and
    3. c. that any Player Fraud has taken place.
89. 8.24 Further, MRG shall be entitled to set-off from future amounts payable to the Affiliate, any amounts already received by the Affiliate which MRG considers have been generated by Fraud.
90. 8.25 MRG reserves the right to take action against the Affiliate and/or the MRG Players generated by the Affiliate show patterns of manipulating and/or abusing the Uffiliates Scheme in any way whatsoever. If MRG determines that such conduct is being undertaken, it may terminate this Agreement with immediate effect and retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.
91. 8.26 For the avoidance of doubt, MRG shall be under no obligation to pay any Affiliate Remuneration with respect to MRG Players who are at any time blocked or suspended by MRG or its Group Companies for any reason (including for reasons of Fraud or any failure to validate the end-user account). However, for the purposes of calculating Net Revenue, MRG may still deduct any or all charges or expenses attributable to blocked or suspended MRG Players.

92. 9 CONFIDENTIALITY

93. 9.1 Prior to and during the Affiliate's participation in the Uffiliates Scheme, MRG may disclose to the Affiliate or the Affiliate might otherwise obtain certain information which is either marked as or by its nature is confidential and/or is proprietary to MRG or its Group Companies (herein referred to as "Confidential Information").
94. 9.2 The Affiliate 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 Approved Purpose.
95. 9.3 Confidential Information shall not include any information that is generally known or available to the public (other than as a consequence of a breach of this Agreement), or information required to be disclosed by applicable law (in which case the Affiliate will give MRG notice of such requirement prior to its disclosure).
96. 9.4 During the Term and thereafter, the Affiliate shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to MRG, the Group Companies, the Sites or the Uffiliates Scheme.

97. 10 TERM AND TERMINATION

98. 10.1 This Agreement will come into force on the Affiliate's acceptance of the terms and conditions of this Agreement as set out above and shall continue in force unless and until either the Affiliate or MRG notifies the other in writing (via email shall suffice) that it wishes to terminate this Agreement, in which circumstances this Agreement will terminate with immediate effect (“Term”).
99. 10.2 Notwithstanding the provisions of clause 10.1 above, and in addition to its other termination rights set out in this Agreement, MRG may immediately terminate this Agreement if it determines, in its sole discretion:
    1. a. that the Affiliate is suspected of being engaged in, Affiliate Fraud;
    2. b. that any MRG Players (which were introduced by, or are connected to, the Affiliate) are suspected of being engaged in, Player Fraud;
    3. c. that it has not been provided with documentary or other evidence (in each case to MRG's satisfaction) regarding the Affiliate's identity;
    4. d. that the Affiliate, or any of the Affiliate's activities, pose(s) a risk to the integrity of the Uffiliates Scheme;
    5. e. that the Affiliate Website(s) is targeted at, or otherwise permits access to, people younger than: (i) the age of eighteen (18); or (ii) the minimum age which is necessary to participate in gambling activities in the respective jurisdiction;
    6. f. that the Affiliate Website(s) is aimed at customers in, or otherwise permits access to, any of the Excluded Territories;
    7. g. that the Affiliate Website(s): (i) promotes discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation or age, (ii) includes content which is libellous, obscene, sexually explicit or violent, (iii) promotes any unlawful activities or (iv) is otherwise deemed unsuitable or inappropriate by MRG;
    8. h. that the Affiliate or the Affiliate Website(s) or marketing materials violate any MRG IPR or the Intellectual Property Rights of any third party;
    9. i. that the Affiliate or the Affiliate Website(s) or marketing materials is in breach of any Applicable Regulation (or where we suspect such) or that MRG's (or its Group Companies) affiliation with, or connection to, such site (or the Affiliate) would cause MRG (or its Group Companies) to breach any Applicable Regulation;
    10. j. that a change in Applicable Regulation (which has occurred or which is due to occur) would result in: (i) this Agreement becoming, or being likely to become, unlawful, illegal or unenforceable and/or (ii) it being likely MRG would cease to receive the commercial benefit from this Agreement which it had anticipated to receive at the date on which it became effective;
    11. k. that the Affiliate has failed to comply with clause 2.4;
    12. l. that the Affiliate's activity is deemed by MRG to prejudice MRG's or its Group Companies' compliance with any Applicable Regulations;
    13. m. the Affiliate is in breach of the Agreement;
    14. n. MRG or any Group Company is ordered or required by a Regulator, to terminate its relationship with the Affiliate;
    15. o. the Affiliate carries out any action which MRG reasonably believes will expose MRG or any Group Company to regulatory repercussions in any jurisdiction; or
    16. p. that the Affiliate has not complied with the DPA.
    
    
    

    Consequences of Termination

100. 10.3 Upon the termination of this Agreement for any reason, all rights and licences granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate shall not be entitled to any additional Affiliate Remuneration post-termination. Further, the Affiliate must immediately:
     1. a. cease use of and remove any and all of the Approved Content from the Affiliate Website(s);
     2. b. disable any links from its site to any Site;
     3. c. cease use of and return, any materials which have been provided, or made available, to it by MRG or its Group Companies; and
     4. d. stop any activity which promotes, creates and/or implies an association between the Affiliate (on the one hand) and the Uffiliates Scheme, MRG (or any Group Company) or the Sites (on the other hand).
101. 10.4 In the event that the Agreement is terminated under clause 10.2, MRG reserves the right to retain all Affiliate Remuneration and MRG will no longer be liable to pay any Affiliate Remuneration to the Affiliate.
102. 10.5 MRG may withhold the Affiliate's final payment (if applicable) for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from the Affiliate to MRG. MRG will be entitled to deduct, from any payments due and payable to the Affiliate, any such debts and/or liabilities owed to it by the Affiliate (if any).
103. 10.6 Any continued access and use by MRG Players of any of the Sites following the termination of this Agreement shall not constitute a continuation or renewal of this Agreement or a waiver of any prior termination or termination notice. For the avoidance of doubt, no additional payments will be due from MRG to the Affiliate in relation to MRG Players who were introduced to a Site via the Affiliate.
104. 10.7 The following clauses (together with any clauses which, by their nature, are intended to survive termination) shall survive termination of this Agreement for any reason: 2.4, 8.7, 10.3, 10.4, 10.5, 11, 12, 13, 15, 19.2 and 22.

105. 11 THE AFFILIATE'S REPRESENTATIONS AND WARRANTIES

     1. 11.1 Without derogating from, and in addition to, any of the Affiliate's other representations, warranties, covenants and obligations set out in this Agreement, the Affiliate hereby represents and warrants to MRG that:
        1. a. the execution, delivery and performance by the Affiliate of this Agreement and the completion by the Affiliate of the transactions contemplated hereby will not conflict with or violate any Applicable Regulation or other law, rule, regulation or agreement to which the Affiliate is subject;
        2. b. the Affiliate is not under the age of:(i) eighteen (18) or (ii) the age at which gambling activities are legal under the law of the jurisdiction which applies to the Affiliate;
        3. c. the Affiliate is not a resident of, and does not make any sites available or otherwise operate in, any of the Excluded Territories;
        4. d. the Affiliate is not involved in or does not intend to be involved in or is not aware of any act or traffic that involves its site and that constitutes or can be reasonably expected to constitute fraud or illegal activity under any applicable law, rule or regulation (including those relating to money laundering);
        5. e. the Affiliate will not while using the Approved Content on or in respect of the Affiliate Website(s), infringe: (i) the MRG IPR; or (ii) the Intellectual Property Rights of any third party;
        6. f. the Affiliate has, and will have throughout the Term, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable Regulator) required to enter this Agreement, participate in the Uffiliates Scheme and receive payment under this Agreement;
        7. g. the Affiliate Website(s) shall not distribute nor shall designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware;
        8. h. the Affiliate has the legal right to use the Affiliate Website(s) in relation to the Uffiliates Scheme;
        9. i. the Affiliate will only use the Approved Content to promote the Sites;
        10. j. only use the Approved Content to link to the Sites and to not link directly to registration or download pages;
        11. k. the Affiliate will use the most up to date Approved Content;
        12. l. it will not breach any of clauses 5.1 to 5.25; and
        13. m. it does not consider MRG’s services (or any Group Companies) to be offensive, objectionable, improper or unfair in any way.

     2. 12 INDEMNITY

     3. 12.1 Without limiting any of MRG’s rights and remedies hereunder or under any Applicable Regulation, the Affiliate hereby agrees to defend and hold MRG, its Group Companies their respective shareholders, directors, officers, employees, agents and other representatives harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other costs, proceedings, damages and expenses including professional costs and expenses) resulting from, arising out of, or in any way connected with:
        1. a. any breach by the Affiliate of any warranty, representation or other term set out in this Agreement;
        2. b. the performance of the Affiliate’s duties and obligations under this Agreement;
        3. c. any breach by the Affiliate of any Applicable Regulation;
        4. d. any action or omission by or of Affiliate that causes MRG (or any Group Companies) to be in breach of any Applicable Regulation;
        5. e. any alleged or actual infringement of any third party's Intellectual Property Rights or other rights arising out of the use or supply of the services provided by the Affiliate under this Agreement;
        6. f. the development, operation, maintenance, and contents of the Affiliate Website(s) or any materials, products or services linked to therein;
        7. g. any claim related to the Affiliate’s entitlement to use or the display of the Approved Content on the Affiliate Website(s);
        8. h. any claim or demand by a third party relating to the development, operation, maintenance or content of the Affiliate Website(s) (including without limitation the content on it, its domain name, any metatag or any adword or other search engine optimisation tool connected to it); and
        9. i. any and all payments that MRG (or any Group Company) is required to make to any of the Affiliate’s employees in the event that any judgment is imposed on MRG stating that an employer-employee relationship existed between MRG (or any Group Company) and such Affiliate employee.

     4. 13 LEGALITY OF USE

     5. 13.1 The Affiliate accepts sole responsibility for determining whether its participation in the Uffiliates Scheme is compliant with Applicable Regulations. The Affiliate understands and hereby acknowledges that MRG does not provide any guarantee, recommendation or assurance regarding such compliance.
     6. 13.2 The Affiliate acknowledges that it should obtain independent legal advice in respect of its participation in the Uffiliates Scheme, and that, if the Affiliate has any doubts or concerns regarding its participation in the Uffiliates Scheme or the receipt of any payments from MRG, the Affiliate should not participate in the Uffiliates Scheme.

     7. 14 NO WARRANTIES

     8. 14.1 MRG does not make any express or implied warranties or representations with respect to the Uffiliates Scheme, the Uffiliates Information Site or in respect of any arrangements contemplated by this Agreement (including without limitation with respect to their functionality, fitness for any particular purpose, suitability, merchantability, legality or non-infringement).
     9. 14.2 In addition, MRG does not make any representation that the operation of the Sites, Uffiliates Scheme and the Uffiliates Information Site will be uninterrupted or error-free and MRG will not be liable for the consequences of any interruptions or errors.
     10. 14.3 MRG shall not be liable in any way, nor shall it assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, content or any other aspect related thereto.

     11. 15 LIMITATION OF LIABILITY

     12. 15.1 Any liability of MRG to the Affiliate arising under or in connection with this Agreement and the Uffiliates Scheme is limited to direct losses only. MRG will not, under any circumstances, be liable (whether in contract tort (including negligence) or for breach of statutory duty or in any other way) for indirect, special, or consequential damage or loss of any kind, nor will it be liable for any other losses including, without limitation:
         1. a. loss of business, opportunity, goodwill, reputation, profits, revenue, contracts or anticipated savings,
         2. b. loss, damage or corruption of or to any data,
         even if it has been advised of the possibility of such damages or losses.
     13. 15.2 In any event and under any and all circumstances, MRG's total liability arising under or in connection with this Agreement and the Uffiliates Scheme will not exceed the lower of: (i) the aggregate of all payments actually paid to the Affiliate under this Agreement over the six (6) month period preceding the event giving rise to the liability; and (ii) €10,000 (ten thousand euros).
     14. 15.3 Nothing in this Agreement shall serve to limit either party's liability to the other for: (i) death or personal injury caused by that party’s negligence; (ii) gross negligence; (iii) fraud or fraudulent misrepresentation or fraudulent misstatement; or (iv) any other claim which cannot be excluded or limited by law.
     15. 15.4 For the avoidance of doubt, in no event shall MRG (or any Group Company) be responsible or have any liability for any dispute or claim between the Affiliate and: (i) any Affiliate Customer (ii) any MRG Player; or (iii) any other user of the Affiliate's website. Affiliate hereby agrees to defend and hold MRG (and the Group Companies) and their shareholders, directors, officers, employees, agents and other representative harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) which result from, arise out of, or are in any way connected with such disputes or claims.

     16. 16 RELATIONSHIP OF PARTIES

     17. 16.1 The relationship between the parties to this Agreement is that of independent contractors and nothing contained in this Agreement shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between the parties.
     18. 16.2 No party possesses the power or authority to bind the other or to assume or create any obligation or responsibility, expressed or implied, on behalf of the other, and no party shall represent to anyone that it possesses such power or authority. The Affiliate will not make any statement, whether orally, on its site or otherwise, that could be reasonably construed to contradict the foregoing.

     19. 17 AMENDMENTS TO AGREEMENT

     20. 17.1 Without prejudice to clause 17.2 below, MRG may unilaterally amend any of the terms and conditions set out in this Agreement, at any time and at its sole discretion, by posting the amended agreement on the Uffiliates Information Site. Any changes will take effect from when posted on the Uffiliates Information Site (“Amendment Date”), and Affiliate hereby agrees to be bound by such changes on and from the Amendment Date. The Affiliate is solely responsible for regularly checking the Uffiliates Information Site and making itself aware of any such amended versions and changes.
     21. 17.2 Notwithstanding the generality of clause 17.1 or any other provision of this Agreement, MRG shall be entitled to require that the Affiliate immediately: (i) amends, deletes or removes any or all of the Approved Content in accordance with MRG's instructions; (ii) changes the placement and positioning of the Approved Content; and/or (iii) posts on the Affiliate Website(s) information regarding new features and promotions on the Sites.
     22. 17.3 Any variation of or amendment to this Agreement must, if the variation or amendment is proposed by: (i) MRG, be published on the Uffiliates Information Site; and (ii) Affiliate, be documented in writing and signed by both parties. None of the Affiliate, or the Affiliate or MRG's employees, officers or agents may orally amend, modify or waive any provision of this Agreement.
     23. 17.4 If any amendment made pursuant to clause 17.1 is unacceptable to the Affiliate, the Affiliate's only recourse is to terminate this Agreement, pursuant to clause 10.1, with immediate effect. Affiliate's continued participation in the Uffiliates Scheme following the Amendment Date will constitute a binding acceptance by the Affiliate of the amended Agreement, irrespective of whether or not the Affiliate has actually learned of or read the relevant changes.

     24. 18 MARKETING

     25. 18.1 Affiliate agrees that it shall not send direct promotional or marketing messages to any MRG Player or potential MRG Player via email, post, SMS, or any other means unless it has received MRG's explicit prior written consent (such consent to be given or withheld in MRG's sole discretion). In the event that MRG provides its consent such direct promotional or marketing messages shall be included in the definition of Affiliate Website(s). In no circumstance shall any consent provided by MRG pursuant to this clause 18.1 include the right for Affiliate to send any such direct marketing messages, or any other content, to Excluded Players.
     26. 18.2 In the event that Affiliate has been given written permission by MRG to engage in direct marketing, the Affiliate shall, prior to sending any such communication, share its database of Affiliate Customers (“Affiliate Database”) with MRG (via a secure method as notified by MRG to the Affiliate from time-to-time). MRG will use its bespoke software (the "Excluded Customers API") to identify anyone within the Affiliate Database who is an Excluded Player. MRG will remove the Excluded Players from the Affiliate Database before returning the revised Affiliate Database to the Affiliate. MRG shall use the data within the Affiliate Database solely for the purpose of identifying and removing any Excluded Players. The removal of the Excluded Players from the Affiliate Database shall not relieve the Affiliate of any of its obligations under this clause 18.
     27. 18.3 If MRG receives a complaint that the Affiliate has been engaging in sending spam messages or unsolicited messages, the Affiliate hereby agrees that MRG may provide to the party making the complaint any details required for the complaining party to contact the Affiliate directly in order for the Affiliate to resolve the complaint. The details which MRG may provide to the party making the complaint may include the Affiliate's name, email address, postal address and telephone number. The Affiliate warrants and undertakes that the Affiliate will immediately cease sending spam messages and unsolicited messages and make every effort to resolve the complaint. In addition, MRG reserves all of its rights in this matter including without limitation the right to immediately terminate this Agreement and the Affiliate's participation in the Uffiliates Scheme and to set off or charge the Affiliate for all claims, damages, expenses, costs, or fines incurred or suffered by MRG or any Group Companies in relation to this matter. Nothing stated or omitted herein shall in any manner prejudice any such rights.

     28. 19 DATA PROTECTION AND PRIVACY POLICY

     29. 19.1 The Affiliate shall comply with the terms of the Data Protection Addendum (“DPA”).
     30. 19.2 The Affiliate hereby indemnifies MRG (and its Group Companies) in respect of all costs, claims, fines, group actions, damages and expenses incurred by MRG (and/or its Group Companies), or for which MRG (and/or its Group Companies) may become liable, due to any failure by the Affiliate, its employees, agents, subcontractors or processors, to comply with any of its (or their) obligations under the DPA and/or the Data Protection Legislation. Nothing in this Agreement shall limit the Affiliate's liability under this clause 19.
         
         

         Use of the Affiliate's personal data

     31. 19.1 The Affiliate should read the Privacy Policy carefully, which sets out how MRG collects and uses the personal information provided by the Affiliate.

     32. 20 ANTI-BRIBERY AND CORRUPTION

     33. 20.1 MRG is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its affiliates and business partners comply with all Applicable Regulation and accord to the highest principles of corporate ethics.
     34. 20.2 In submitting an Application for enrolment in the Uffiliates Scheme and in performing the Affiliate's activities under this Agreement, the Affiliate undertakes to comply with all Applicable Regulation relating to anti-bribery and corruption and shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage related to any prospective, Leads, MRG Players, Affiliate Remuneration or otherwise.
     35. 20.3 MRG may immediately terminate this Agreement if it determines, in its sole discretion, that any of the Affiliate's activities do not fully comply with this clause 20 and retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.

     36. 21 ANTI-MODERN SLAVERY

     37. 21.1 The Affiliate confirms that it does not engage in slavery, servitude, forced labour, human trafficking or child labour (all as defined in the UK Modern Slavery Act 2015 (the "Act") and collectively to be referred to as "Modern Slavery").
     38. 21.2 The Affiliate undertakes to comply with applicable local labour regulations, including but not limited to, legally required working conditions, hours and minimum wage requirements. The Affiliate must also ensure that all of its employees and contractors undergo working age, identity and right to work checks, before being offered a contract with the Affiliate.
     39. 21.3 The Affiliate must have reasonable measures in place to ensure these standards are also adhered to by its suppliers and the Affiliate must not knowingly engage with suppliers who breach these standards.
     40. 21.4 If the Affiliate believes or suspects that the Affiliate has breached the policy, the Affiliate will raise this with its usual Mr Green contact person at the earliest possible stage. If the Affiliate does not have a usual Mr Green contact person or if the Affiliate feels that MRG has not adequately addressed the Affiliate's concerns, the Affiliate should send them in writing to 888's Company Secretary at corporate.secretary@888holdings.com.
     41. 21.5 MRG may immediately terminate this Agreement if it determines, in its sole discretion, that any of the Affiliate's activities do not fully comply with this clause 21 and retain all Affiliate Remuneration and MRG will no longer be liable to pay such Affiliate Remuneration to the Affiliate.

     42. 22MISCELLANEOUS

     43. 22.1 Remedies and Injunctive Relief. The exercise of one or more of MRG's rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. The Affiliate acknowledges, confirms and agrees 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 the Affiliate of any provision of this Agreement, MRG's rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy. Nothing set out this Agreement shall limit or affect any of MRG's rights at law, equity, contract or otherwise for a breach or threatened breach of any provision of this Agreement.
         
         

         Governing Law and Jurisdiction

     44. 22.2 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the laws of Gibraltar.
     45. 22.3 Each party irrevocably agrees that the courts of Gibraltar shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
     46. 22.4 The English language version of this Agreement will prevail over any other language version issued by MRG.
     47. 22.5 Severability. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a court, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
     48. 22.6 Third Parties. Other than any Group Company, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
     49. 22.7 No Waiver. MRG's failure to enforce the Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
     50. 22.8 No Assignment. The Affiliate may not assign or transfer this Agreement including without limitation, the Licence or any part thereof without MRG's prior written consent (such consent to be given or withheld in MRG's sole discretion). MRG reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without the Affiliate's consent: (i) to any Group Company; or (ii) in the event of a merger, sale of assets or other similar corporate transaction in which MRG may be involved in. MRG will notify the Affiliate of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on the Uffiliates Information Site.
     51. 22.9 Entire Agreement. This Agreement constitutes the complete understanding and agreement of the parties and supersedes all prior negotiations, understandings, agreements, representations and warranties of any nature whether or not in writing between the parties with respect to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings, misrepresentations or representations that were made by or on behalf of the other party in relation to the subject matter of this Agreement at any time before the Agreement comes into force, other than those that are set out expressly (or cross-referred to) in this Agreement. Notwithstanding the foregoing, nothing in this clause 22 will exclude or restrict the liability of the Affiliate arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
     52. 22.10 Set-Off. Without derogating from the rights of MRG under this Agreement and/or by law, MRG may set off any amount which the Affiliate owes to it pursuant to this Agreement and/or by law from any sum that the Affiliate is entitled to receive from MRG, from whatever source.
     53. 22.11 Notices. Unless otherwise agreed to by the parties in writing, all notices required under this Agreement will be deemed effective: (i) in the case of notices sent by the Affiliate, when the Contact Us Form has been completed by the Affiliate and received by MRG or its Group Company, and (ii) in the case of notices sent from MRG to the Affiliate (save where MRG is permitted to amend this Agreement in accordance with clause 17.1- in which circumstances the amendments will take effect in accordance with that clause), when the email is sent to the email address registered by the Affiliate when setting up its account (or which is otherwise updated by the Affiliate via its account).
     54. 22.12 Interpretation. Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa. The headings in this Agreement are for ease of reference only and shall not affect its construction.

Affiliate Portugal Agreement

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Virtual Marketing Services (Gibraltar) Limited (the "Company", "we", "us" or "our"), and you (the "Affiliate", "you" or "your"), regarding your application to participate as an affiliate of the Company in its affiliates scheme (the "Uffiliates Scheme"). As an affiliate your role will be to promote the site, brand and the application "888.pt" (the "Site") in accordance with the terms of this Agreement. By marking the "I have read and agree to the terms and conditions" box (or similar wording) you accept the terms and conditions of this Agreement, which is a legally binding agreement between you and us. 

1. Uffiliates Application and Enrollment

   1. To become an affiliate within the Uffiliates Scheme, you will have to submit a completed Uffiliates application, made available on http://affiliates.888.com/ (the "Uffiliates Information Site"). We will evaluate your application and, provided that your application is acceptable, notify you of your acceptance to the Uffiliates Scheme. We shall have the right at our sole discretion to reject your application to the Uffiliates Scheme at any time.
   2. We may reject your application or terminate this Agreement with immediate effect, if we determine, in our sole discretion, that your marketing methods (including websites, emails, applications, all as indicated in your application) (collectively the "Affiliate Websites") are not suitable for any reason, including, but not limited to, inclusion of content on your Affiliate Websites that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues, or (v) any unlawful behavior or conduct.
      
      Similarly, we shall reject your application or terminate this Agreement if we determine, in our sole discretion, that any of your Affiliate Websites are designed to appeal to minors.
   3. The Company is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard. Therefore, we shall reject your application or immediately terminate this Agreement if we deem, at our sole discretion, that any of your Affiliate Websites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware.
   4. The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption (the "Anti Bribery and Corruption Policy"), to ensure that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, in submitting an application for enrollment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all applicable laws related to the fight against bribery and corruption and shall not offer, promise, give, authorize, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates (each as defined below) or otherwise. We shall reject your application or immediately terminate this Agreement if we determine, in our sole discretion, that any of your activities do not fully comply with our Anti Bribery and Corruption Policy.
   5. You shall have no right to appeal any decision by the Company to reject your application
   6. The Company reserves the right to perform background checks on you and request any relevant documentation, for any reason, including (but not limited to) any investigation into your identity, personal history, registration details, such as name, address and age and your financial transactions and financial standing.
      
      The Company is under no obligation to advise you that such investigation is taking place. Such activities may include the use of specific third party companies, who perform the investigations as required. The Company may decide at its sole discretion to terminate this Agreement on the basis that such an investigation provides a negative or uncertain conclusion.
      
      The documents requested by us shall typically include an identity card, certificate of incorporation or anything analogous thereto and proof of address. If deemed necessary, the Company may request that the said document copies are notarized by a Public Notary. In the event our requests for documents are not completed or if we suspect that they have been tampered with, or are in any way provided to mislead or misrepresent – we shall be under no obligation to accept such documents as valid and we may: (i) withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you; and (ii) terminate this Agreement with immediate effect.
   7. You should also read our Privacy Policy carefully, which sets out how we collect and use the personal information which you provide us with.
   8. Each party shall comply with the Data Protection Addendum.

2. Protection of Minors

   In accordance with Portuguese laws and regulations, persons under the age of 18 are not allowed to register with or play on the Site. The Site is not designed to attract children or adolescents, and we take certain measures to block underage persons from registering with the Site. Therefore, we shall reject your application if we determine, at our sole discretion, that any of your Affiliate Websites are designed to appeal to minors and, as such, are not suitable for the Uffiliates Scheme.

3. Setting Up Links and Promotions

   1. In the event of your acceptance as an affiliate, we will make available to you banner advertisements, button links, text links and other content as determined by the Company which will be associated with you on our system, all of which shall relate and link specifically to the Site (collectively referred to hereinafter as the "Links"). You may display such Links on your Affiliate Websites, provided you abide by the terms and conditions of this Agreement and that you possess the legal right to use the Affiliate Websites in relation to the Uffiliate Scheme.
   2. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. If during the term of this Agreement you wish to place the Links on websites other than the Affiliate Websites you must request and receive the Company’s prior written permission for the placement of the Links on such alternative websites before placing any such Links (where permission is granted, such alternative websites shall then become Affiliate Websites for the purposes of this Agreement).
   3. You may not modify a Link, unless you have received prior written consent from the Company to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we may take such measures as to render such Links inoperative. You may not advertise the Site in any way not approved in advance by the Company in writing.
   4. In addition to your use of Links you may promote the Site by means of publication of bonus codes (each a "Promotion" and collectively the "Promotions"). Your activities in relation to a Promotion shall be strictly in accordance with applicable laws and regulations and with the Company's and/or any Group Company's relevant guidelines as such shall exist and be amended from time to time. Your offering of a Promotion at any time shall be conditional on your receipt of prior written consent from the Company for the Promotion and in the event that you do not receive our consent in relation to a Promotion, you shall not be permitted to receive any Commissions generated on account of Money Players, as defined below, in relation to such unapproved Promotion.
      
      For the purposes of this Agreement "Group Company" or "Group Companies" shall mean any entity directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise.
   5. You shall only market or promote the Sites to persons located in Portugal.
   6. You will not market or promote the Site or use any of the Licensed Materials (as defined below) on any website, software, application or portal which infringes upon the intellectual property rights of any third party.
   7. You shall refrain from marketing the Site in any way which might compete with our own marketing efforts, unless you have received written approval from us in such regard. By way of example, only the following activities will be considered to be activities, which if undertaken by you, would compete with our own marketing efforts and are prohibited hereunder: (i) the placement of Links on any Internet sites on which we place advertisements for the Site; and (ii) the promotion of the Site by you by way of keyword advertising with Internet search engines.
   8. You must not market or promote the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggest or apply peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggest gambling is a “rite of passage”.
   9. Your breach of the foregoing provisions will constitute a breach of this Agreement, and the Company retains full authority to: (i) terminate this Agreement immediately in the event of such breach and (ii) retain for its own account any Commission accrued to your benefit at such time and thereafter and the Company will no longer be liable to pay such Commission to you.
   10. In relation to PPC and keyword bidding it is hereby made clear that you may not advertise (make use in any search engine ads) or purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to any of the Company's or its Group Companies trademarks or trade names from time to time, which includes but is not limited to "888" or any word similar to the name of the Site and all other sites or applications owned or operated by any Group Company (collectively the "Group Websites"). In addition you shall not include metatag keywords in PPC advertising which are identical or similar to any 888 trademarks or trade names from time to time or otherwise include the word "888".
   11. We may at any time disable any Link and/or the Licensed Materials.

4. Leads and Money Players

   1. With respect to revenue share trackers, a "Lead" shall mean a distinct Internet user who during the term of this Agreement accesses the Site directly through a Link published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement, opens a new user account with such Site and makes the required minimum deposit. For clarification, an Internet user shall not qualify as a Lead if such user has previously deposited in any other user account with such Site.
      
      With respect to CPA trackers or hybrid trackers with a CPA component, a "Lead" is a distinct internet user who, during the term of this Agreement: (i) accesses the Site directly through a Link which is published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement; and (ii) then registers a new user account with that Site; and (iii) deposits to that account an amount at least equal to the minimum deposit limit required with that Site within 90 days of registering with such Site ("Deposit Period"). We may agree with you by email to amend the Deposit Period with regards the specific Site.
      
      Notwithstanding the foregoing, players who received a first money transfer into their account from a third party shall not be required to make a minimum deposit in their new user account prior to becoming a Lead (such players however shall not be counted for payments associated with CPA trackers or hybrid trackers and shall not contribute to any tranche associated with progressive revenue share schemes).
   2. A "Money Player" is a Lead who in addition has:
      1. For CPA trackers and CPA component in hybrid trackers: (i) been promptly verified and approved by the Company or its Group Companies in accordance with applicable regulatory requirements, including any applicable age or ID verification; and (ii) meets any other qualifications based on gaming activity which we or our Group Companies may add from time to time at our discretion.
      2. For Revenue Share trackers: plays on the Site.
   3. Neither you nor any of your relatives (or where the person entering into this Agreement is a legal entity, neither the directors, officers nor employees of such company or the relatives of such individuals) are eligible to become Leads or Money Players. Should you or any of your relatives attempt to do so the Company may terminate this Agreement and retain all Commissions otherwise payable to you. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
   4. The number of Leads per individual household computer, tablet device and mobile device is strictly limited to one.
   5. The Company’s measurements and calculations in relation to the number of Money Players and the relevant Gross Revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of your Money Players and the relevant Gross Revenue figures available to you through the Uffiliates Information Site. It should be noted that the Uffiliates Information Site is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including any payment. Such data is provided on a dynamic basis and may change. In case of discrepancy between the data provided through the Uffiliates Information Site and the Company's records, the Company's records shall govern. To permit accurate tracking, reporting and Commission accrual, you must ensure that the Links between your Affiliate Websites and the Site are properly formatted throughout the term of this Agreement.

5. Commissions

   1. The default commission scheme and the commission amount payable to you under this Agreement shall be made available to you by the Company through your affiliate account with the Uffiliates Scheme as may be amended by the Company from time to time (without notice to you) (the "Commission"). The commission scheme and/or Commission may be modified in accordance with the terms of this Agreement or on the written agreement of the parties (for which email shall suffice)
      
      If the scheme that applies includes a revenue share component, you will receive the applicable share of Gross Revenue as such term is defined below and subject to the terms herein.
      
      "Gross Revenue" shall mean the total of all applicable Money Players’ contributions to poker table game rakes (calculated as detailed below) and poker tournament fees (excluding the prizes) plus the sum of such Money Players’ settled bets on non-poker games (excluding any contributions to progressive jackpots), less the winnings of such Money Players on non-poker games (other than cashed-out progressive jackpot winning amounts), less any credits, bonuses, bonus points or other promotional amounts given to such Money Players', less any Tournament Overlays (as defined below), less any returned transactions or any uncollected (or refunded) revenue attributable to such Money Players (including chargebacks, ‘preventative’ chargebacks or in settlement of any claims involving a Money Player), less any administration fees relating to the Uffiliates Scheme, less any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, and applicable Facebook fees) attributable to such Money Players, less any licensing fees, applicable gaming taxes, value added taxes, duties, or similar mandatory payments imposed by any authority having jurisdiction over the Company and/or any Group Company.
      
      A Money Player's contribution to poker table game "rake" is calculated using the following formula: (A/B) x C
      
      where: "A" is the actual amount staked in "A" by the Money Player; "B" is the total bet of such hand; and "C" is the total "rake" of such hand.
      
      For example, if the Money Player’s stake is two Euros (€2.00) and the total bet in the hand is ten Euros (€10.00) and the "rake" of the hand in question is one Euro (€1.00), the Money Player's contribution to the rake will be twenty euro cents (€0.20).
      
      Notwithstanding the foregoing, the Company reserves the right to change the "rake" allocation model from time to time and may do so with respect to all Money Players, both existing and new.
      
      "Tournament Overlays" means the applicable portion as determined by the Company of the total sum of shortfalls (if any) between the guaranteed prize amount and the total prize pool collected from the participants of any guaranteed poker tournament (including free-rolls, network shared tournaments, and tournaments set up at the Affiliate’s request and agreed by the Company).
   2. For the avoidance of doubt, the Company shall be under no obligation to pay any Commission with respect to Money Players who are at any time blocked or suspended by the Company or by any Group Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, for the purposes of calculating Gross Revenue the Company may still deduct any or all charges or expenses attributable to blocked or suspended Money Players.
   3. Notwithstanding the foregoing, you acknowledge and agree that a different payment scheme may apply to other affiliates who are already being paid by the Company in accordance with an older or alternative payment scheme or in other particular cases as determined at the Company's sole discretion from time to time.
   4. Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component with respect to www.888.pt and its related application, shall only be payable for a maximum period of 24 months from the date on which the applicable Internet user qualifies as a Lead on the relevant site and in any event only during the term of this Agreement.
   5. You hereby acknowledge and accept that all Commission amounts will be displayed by us in US Dollars but actually paid to you in Euros. All currency conversions executed by the Company for such purpose shall be in accordance with the average monthly exchange rate published on www.oanda.com at the time of conversion.
   6. You shall be solely liable for any tax, charge or levy imposed on you in respect of your receipt of any sum due and payable under this Agreement by the relevant authority and all amounts due and payable by the Company to you hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and the Company shall be under no obligation to increase such payment in the event such tax becomes applicable.
      
      Without derogating from the foregoing, the Company shall be entitled to deduct and withhold from any Commission payments due to you, and to pay over to the relevant tax authorities, any amount on account of taxes, in accordance with its obligations under applicable law. Any such amount deducted and withheld by the Company shall be deemed paid to you for all purposes hereunder.
   7. Subject to all other terms of this Agreement, all Commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each calendar month. Payments of Commissions shall be made directly to you as per your preferred payment method and to the account detailed by you as part of your application process (the "Payment Account"). It is your responsibility to ensure that the details provided by you are both accurate and complete and the Company will have no obligation whatsoever to verify the accuracy and completeness of such details. In the event that you provide the Company with incorrect or incomplete details or you have failed to update your details and as a result your Commission is paid to an incorrect Payment Account, the Company shall no longer be liable to you for any such Commission. Without derogating from the forgoing, if the Company is not able to transfer the Commissions to you, the Company 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. Should the Company not be able to transfer any Commission payment for 6 consecutive months as a result of any incomplete or incorrect details of your Payment Account or for any other reason beyond the control of the Company, the Company reserves the right to withhold any such Commission payments and will no longer be liable to pay such Commission.
   8. The Company reserves the right to request that you provide the Company with written documentation (such as for example a current bank statement with respect to payment to a bank account) verifying all your beneficiaries and details of your Payment Account at any time, including without limitation upon registration, to comply with the Company’s policies with regards to its legal and regulatory obligations and/or when any change is made relating to your Payment Account. The Company is not obligated to make any payments until verification is completed to its satisfaction. If the Company believes at its sole discretion that you have failed to provide it with such verification, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commissions which have accrued to your benefit at such time or thereafter.
   9. The Company reserves the right to take action against you and/or your Money Players that show patterns of manipulating the Uffiliates Scheme in any way whatsoever. If we determine at our sole discretion that such conduct is being practiced, we may withhold and keep any Commission payments accrued to the benefit of the Affiliate at such time and thereafter and terminate this Agreement with immediate effect.
   10. Where you earn your Commission in accordance with the revenue share schemes as set out above the Company will apply a negative balance carry-over policy (the "Policy"). The Policy consists of the following two rules : (i) in reaching the total Commission amount owed to you in a calendar month the Company shall calculate all Commissions, both positive and negative, generated by Money Players via our Site; and (ii) in the event that at the conclusion of a calendar month the Commission generated by Money Players via our Site is a negative amount, we shall apply such negative amount to the Commission calculation of the subsequent calendar months until such time as the negative balance has been fully set-off against future positive Commission amounts generated or any other payment payable to you by any Group Company or issue an invoice for such negative amount at our discretion.
   11. The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   12. The Company 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.
   13. In the event that the Commission to be paid to you in any calendar month is less than $250 (the "Minimum Amount"), the Company shall not be obligated to make the payment until such time as the Commission is equal to or greater than the Minimum Amount.
   14. The Company reserves the right to reduce your Commission relating to the Site in the event that you do not have any persons qualifying as Leads on the Site or through the account associated with the Site, in three (3) consecutive calendar months.
   15. The Company retains the right to review all Commissions for possible fraud, whether such fraud is on the part of the Money Player, on the part of a Sub-Affiliate, or on your part. In any period of time during which the Company reviews Commissions for possible fraud, such review period not to exceed 180 days, the Company shall have the right to withhold any Commission accrued in your favor, such Commissions not to be paid until such time as the review has been concluded. Any incidence of fraud on your part (or the part of a Lead, Money Player or Sub-Affiliate) constitutes a breach of this Agreement by you. In case of such breach, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commissions which have accrued to your benefit at such time in relation to same whether such Commissions were generated through fraud or otherwise. The Company also retains the right to set-off from future Commissions payable to you any amounts already received by you which can be shown to have been generated by fraud.
       
       For the purpose of this Agreement and by way of example only the term "fraud" shall include, but shall not be limited to: (i) the encouragement by you or a third party of bonus abuse on the part of the Money Players; (ii) a chargeback executed by a Money Player in relation to their initial deposit; (iii) collusion on the part of the Money Player with any other player on the Site or Group Websites; (iv) the opening of an account in breach of the terms of this Agreement; (v) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise), including without limitation "rake back", to potential or existing Money Players; (vi) creating or using a single Link intended to be used by a single Lead; (vii) any use by you or a potential Money Player or a Money Player of any software program, robot or external aid, which is endowed with artificial intelligence, to play real money games on the Site; and (viii) any other act by you or by a Money Player which is reasonably understood to have been committed in bad faith against the Company or its Group Company regardless of whether or not such action has resulted in any type of harm or damage to the Company or its Group Company. In the event of a suspected "rake back" activity on your part (based for example, on the detection of numerous Affiliate serials with only one or very few accounts on each), the Company shall have the right to immediately block your account and you shall forfeit any past and future Commissions which have accrued to your benefit.
   16. For the avoidance of doubt it is hereby stated by the Company and agreed by you that the Commissions which the Company shall pay to you shall relate solely to the casino or poker products which you directly advertise via the Links. The Company shall have no obligation whatsoever in relation to future products or services provided to Money Players by the Company, any Group Company or their commercial partners. In addition the Company shall not be liable for any payment in respect of activity relating to any user account other than the user account registered in the particular Site promoted by you in which the respective user qualified as a Lead and Money Player, and subject always to the terms of this Agreement.
   17. Your account is solely for your benefit. You shall not allow any third party to use your account, password or identity to access or use the Uffiliates Scheme and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform the Company immediately if you suspect that your account is being misused by a third party and/or any third party has access to your account username or password. For the avoidance of any doubt, the Company shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefrom.
   18. The Company reserves the right, at its sole discretion, to immediately cease any or all marketing efforts in certain jurisdictions and will not be liable to pay you any Commissions which have accrued to your benefit that are attributable to such jurisdictions, without notice to you.

6. Intellectual Property

   1. In the event of your acceptance to the Uffiliates Scheme, we shall grant you a non-transferable, non-exclusive, revocable license to place the Links on your Affiliate Websites during the term of this Agreement, and solely in connection with the Links, to use the Company's, its Group Companies and their licensors' logos, trade names, trademarks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Site.
   2. You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever.
   3. You may not use any Licensed Materials for any purpose whatsoever other than promoting the Site, and in any event, you may not use the Licensed Materials without first submitting a sample of such proposed use to us and receiving our prior written consent to such us.
   4. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Company or anyone else negatively.
   5. The Company, its Group Companies and their licensors reserve all of the intellectual property rights in the Licensed Materials.
   6. We may revoke your license to use the Licensed Materials at any time by written notice to you, whereupon you shall immediately destroy or deliver up to us all such materials that are in your possession. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.

7. Obligations Regarding Your Affiliate Websites and Marketing Materials

   1. You will be solely responsible for the technical operation of your Affiliate Websites and the accuracy and appropriateness of materials posted on therein.
   2. You agree that your Affiliate Websites will not, in any way, copy or resemble the look and feel of the Site (or any part thereof), nor will you create the impression that any of your Affiliate Websites are the Site (or any part thereof).
   3. You also agree that none of your Affiliate Websites will contain any content of the Sites and/or Group Websites or any materials which are proprietary to the Company or its Group Companies, except (i) with our prior permission, or (ii) the Links. In particular, you are not permitted to register a domain name that includes, incorporates or consists of the Company's or its Group Companies trademarks or any domain name that is confusingly similar to such trademarks.
   4. On execution of this Agreement and as a continuing obligation, you will inform the Company of any domain names you own which are in breach of the foregoing. Once we become aware that you have registered a breaching domain name you will be informed and required to transfer the domain name to us or an entity nominated by us, forthwith and free of charge. YOUR OBLIGATION TO TRANSFER DOMAIN NAMES REGISTERED IN BREACH OF THIS CLAUSE EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. We may, in our sole discretion, withhold all Commission payments that may be due to you until the domain name is transferred.
   5. You will not use any unsolicited or spam messages to promote the Sites. In the event we receive a complaint that you have been sending spam messages, you hereby agree that we may provide to the party making the complaint any details required for the complaining party to contact you directly in order for you to resolve the complaint. The details which we may provide to the party making the complaint, include your name, email address, bricks and mortar address and telephone number. You hereby warrant and undertake that you will cease sending spam messages and make every effort to resolve the complaint. In addition, we reserve all of our rights in this matter including without limitation the right immediately terminate this Agreement and your participation in the Uffiliates Scheme and to set off or charge you for all claims, damages, expenses, costs, fines incurred or suffered by us in relation to this matter. Furthermore, in the event we terminate the Agreement under this clause 7.5, we shall withhold any Commission otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you. Nothing stated or omitted herein shall in any manner prejudice any of our rights.
   6. You will ensure that your Affiliate Websites and any related marketing materials or communications comply with all applicable laws, regulations, codes of conduct, rules, conditions and directives, do not contain any spyware, adware or other unwanted threats and do not infringe any right of any third party, including intellectual property rights, directly or indirectly.
      
      When marketing our Site, you shall ensure amongst other things: (i) any advertisement, incentive or reward scheme under which an Internet user is offered money, goods or any other advantage, must clearly set out all significant terms, conditions, limitations and qualifications subject to which the benefit is being offered. These must be displayed on the ad itself, or (if significant time or space restrictions preclude such presentation, e.g. on a banner ad), the applicable terms, conditions, qualifications and limitations must be immediately and prominently visible one click away from the relevant ad. (ii) you must not market our Site in a manner which is in violation of applicable laws, regulations, conditions and codes of conduct. If you are in doubt regarding the compliance of a particular marketing method or material – you must seek the Company's prior written approval, (iii) you may only use the Licensed Materials provided to you directly by the Company that are available via the Uffiliate Information Site, (iv) any Licensed Material must link to the Site and may not link directly to registration or download pages.
      
      You will ensure that your Affiliate Websites and any related marketing materials or communications comply with the Portuguese online gambling laws and regulations and with any instructions or guidelines issued by the Gambling Inspection and Regulation Service (“SRIJ”).
      
      If your Affiliate Websites or any related marketing materials or communications are found to breach or infringe any of the above or contain any spyware, adware or other unwanted threats, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past and future Commissions which have accrued or which shall accrue to your benefit and we shall will no longer be liable to pay such Commission to you.
   7. You undertake to immediately comply with all instructions and guidelines provided by the Company or published on the Uffiliates Information Site in relation to your activities in marketing and promoting the Site including, without limitation, any instruction received from the Company requesting you to post on the Affiliate Websites information regarding new features and promotions on the Site. If you are in breach of the foregoing, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past and future Commissions which have accrued or which shall accrue to your benefit and we shall no longer be liable to pay such Commission to you.
   8. You will indemnify and hold the Company, its Group Companies and their respective directors, officers, members, employees, representatives and advisors harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Affiliate Websites or any materials, products or services linked to therein.
   9. You hereby acknowledge that your conduct as an Affiliate has the potential to cause substantial damage to the Company’s and the Site’s reputation and goodwill, and you undertake that at all times consider the goodwill and reputation of the Company and the Site and to act in an appropriate manner.
   10. You shall provide such information to the Company (and co-operate with all requests and investigations) as the Company may reasonably require in order for the Company or any Group Company to satisfy any information reporting, disclosure and other related obligations to any Regulator from time to time, and shall co-operate with all such Regulators directly or through the Company, as required by the Company.
       
       For the purposes of this Agreement "Regulator" shall mean any governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) the Company or Group Companies from time to time.

8. Term

   1. The term of this Agreement will begin upon your acceptance to the Uffiliates Scheme as an Affiliate and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail.
   2. In the event that you do not log into your account for 90 consecutive days, we may terminate this Agreement without notice to you.
   3. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid (if applicable).
   4. Without derogating from any other provision in this Agreement, the Company may terminate this Agreement on written notice to you in the event that: (i) you carry out any action which the Company reasonably believes will expose the Company or any Group Company to regulatory repercussions in any jurisdiction; (ii) the Company reasonably believes that you have breached applicable laws, regulations, codes of conduct, rules, conditions and/or directives; and/or (iii) the Company or any Group Company is ordered or required by a Regulator, to terminate its relationship with you. In such event of termination, the Company may retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay any Commission to you.
   5. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Websites, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Uffiliates Scheme. If applicable, following the termination of this Agreement and our payment to you of all Commissions due at such time of termination, we shall have no obligation to make any further payments of Commissions to you.

9. Modification

   1. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. You agree that posting a change of terms notice or a new agreement on our Uffiliates Information Site is considered sufficient provision of notice and such modifications shall be effective as of the date of posting.
   2. Modifications may include, but are not limited to, changes to the list of the Site, the scope of available commission fees, commission schedules and payment procedures. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Uffiliates Scheme following our posting of a change notice or new agreement on our Uffiliates Information Site will constitute binding acceptance by you of the change. Due to the above, we advise you to frequently visit the Uffiliates Information Site and review the terms and conditions of this Agreement.

10. Limitation of Liability

    We will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or your participation in the Uffiliates Scheme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total Commissions paid or payable to you under this Agreement.

11. Relationship of Parties

    You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

12. Disclaimers

    THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE UFFILIATES SCHEME OR THE UFFILIATES INFORMATION SITE (INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, THE COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITE OR THE UFFILIATES INFORMATION SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

13. Representations and Warranties

    1. You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with its terms; (ii) all the information provided by you with regards to your application to the Uffiliates Scheme are true and accurate; (iii) such acceptance and the 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; (iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable regulatory or governmental authority) required to enter this Agreement, participate in the Uffiliate Scheme or receive payment under this Agreement; and (v) you are an adult of at least 18 years of age.
    2. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.

14. Confidentiality

    1. We and/or our Group Companies may disclose to you certain information as a result of your participation as an Affiliate within the Uffiliates Scheme, which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if the same is required by law or legal process.
    2. You shall not make any public announcement with respect to any aspect of this Agreement or your relationship with the Company without the prior written approval of the Company.
    3. Without derogating from clause 14.2, during the term of the Agreement and thereafter, you shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to the Company, the Group Companies, the Group Websites, the Site or the Uffiliates Scheme.

15. Indemnification

    You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, Group Companies, successors and assigns (the “Indemnified Parties”), from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by any of the Indemnified Parties (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on: (i) the breach of this Agreement by you or any representation or warranty made by you herein; (ii) any claim related to your Affiliate Websites; and/or (iii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Websites.

16. Anti-Bribery and Corruption

    1. The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and accord to the highest principles of corporate ethics.
    2. In submitting an Application for enrolment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all applicable laws relating to anti-bribery and corruption and shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates or otherwise.
    3. The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 16 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

17. Anti-Modern Slavery

    1. You confirm that you do not engage in slavery, servitude, forced labour, human trafficking or child labour (all as defined in the UK Modern Slavery Act 2015 (the "Act") and collectively to be referred to as "Modern Slavery").
    2. You undertake to comply with applicable local labour regulations, including but not limited to, legally required working conditions, hours and minimum wage requirements. You also must ensure that all your employees and contractors undergo working age, identity and right to work checks, before being offered a contract with your business.
    3. You must have reasonable measures in place to ensure these standards are also adhered to by your suppliers and you must not knowingly engage with suppliers who breach these standards.
    4. If you believe or suspect that you have breached the policy you will raise this with your usual 888 contact person at the earliest possible stage. If you do not have a usual 888 contact person or if you feel that we have not adequately addressed your concerns, you should send them in writing to 888’s Company Secretary at Corporate.Secretary@888holdings.com.
    5. The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 17 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

18. Entire Agreement

    The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this Agreement shall be valid or binding between the parties.

19. Independent Investigation

    You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Uffiliates Scheme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

20. Miscellaneous

    1. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with laws of Gibraltar. The courts of Gibraltar will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions contemplated thereby.
    2. Without derogating from the rights of the Company under this Agreement and/or by law, the Company may set off any amount which you owe to it pursuant to this Agreement and/or by law from any sum that you are entitled to receive from the Company, from whatever source.
    3. You may not assign this Agreement, by operation of law or otherwise, without our express prior written consent. Subject to the foregoing, this Agreement will be binding on and inure to the benefit of, and be enforceable by the parties and their respective successors and assigns. You may not sub-contract or enter into any arrangement whereby another person is to perform any or all of your obligations under this Agreement.
    4. 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.
    5. The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any Group Company, or (ii) in the event of a merger, sale of assets or other similar corporate transaction in which the Company may be involved in. We will notify you of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on the Uffiliates Information Site.
    6. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a court of competent jurisdiction, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
    7. Other than the Group Companies, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
    8. Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    9. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa.
    10. Any provisions hereof which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose. Without derogating from the generality of the foregoing, clauses 8.5, 10, 12, 14, 15, 20 and 21 shall survive termination of this Agreement shall survive termination of this Agreement.

21. 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.

Sub-Affiliates Terms & Conditions

The following terms and conditions shall govern our agreement with you in respect of Sub-Affiliates. Capitalized term used herein and not otherwise defined shall have the meaning assigned to them in the Agreement set out above. All the other terms and conditions of the Agreement shall remain unchanged and shall continue to be in full force and effect.

1. Definition.

   A "Sub-Affiliate" shall mean an affiliate introduced to the Company by you. To avoid doubt, we shall offer one tier of Sub-Affiliate Commissions (as defined below) such that you shall be paid only for Sub-Affiliates introduced by yourself and not by the Sub-Affiliate.

2. Introduction.

   You may introduce potential Sub-Affiliates to the Company via the "Introduce a Sub-Affiliate" link located on the Uffiliates Information Site. Potential Sub-Affiliates will be required to submit a completed Uffiliates application. We will evaluate the Sub-Affiliate application and we reserve the right at our sole discretion to accept or reject such application..

3. Sub -Affiliate Agreement.

   As a condition of our acceptance of a Sub-Affiliate to the Uffiliates Scheme, each Sub-Affiliate will be required to accept the Agreement.

4. Sub-Affiliate Commissions.

   Sub-Affiliates shall receive commissions from the Company in accordance with the commission scheme as agreed between such sub-affiliate and the Company. You shall be entitled to receive commissions from the Company in relation to commissions received by Sub-Affiliates introduced by you (a "Sub-Affiliate Commission"). The Sub-Affiliate Commission received by you shall be linked to the commission scheme agreed between such sub-affiliate and the Company 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 commissions from the Company on a per Money Player basis but your Sub-Affiliate receives commissions from the Company on a Gross Revenue basis, your Sub-Affiliate Commission shall be calculated on a per Gross Revenue basis. The Sub-Affiliate Commissions shall be as set out on http://affiliates.888.com/en/commissions/sub-affiliates.htm.
   
   Notwithstanding the foregoing, in the event you cease to generate new Leads for more than a month, we reserve the right to remove the Sub-Affiliate Commissions from your account without notice. In addition, if any of your Sub-Affiliates fails to generate new Leads for over 3 months we shall be entitled to disconnect such Sub-Affiliate from your account at our sole discretion.

5. Restrictions.

   In relation to Sub-Affiliates you are strictly prohibited from doing any of the following: (i) introducing yourself or a family member as a Sub-Affiliate, (ii) offering or providing a Sub-Affiliate or potential Sub-Affiliate any incentive (financial or otherwise) to act as or become a Sub-Affiliate, (iii) attempt to use the Sub-Affiliate scheme in any way whatsoever in bad faith against the Company. Any such attempt on your part shall be considered a fraudulent act against the Company and the Company shall have the right to immediately block your account and you shall forfeit any past and future commissions which have accrued to your benefit.

6. Modification.

   We may modify any of the terms and conditions contained herein, at any time and at our sole discretion.

Affiliate Ontario Agreement

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, VHL Ontario Limited (the "Company", "we", "us" or "our"), and you (the "Affiliate", "you" or "your"), regarding your application to participate as an affiliate of the Company in its affiliates scheme (the "Uffiliates Scheme"). As an affiliate your role will be to promote the sites, brands and the applications "888.ca", "888casino.ca", "888poker.ca", and "888sport.ca" (the "Sites") in accordance with the terms of this Agreement. By marking the "I have read and agree to the terms and conditions" box (or similar wording) you accept the terms and conditions of this Agreement, which is a legally binding agreement between you and us.

1. Uffiliates Application and Enrollment

   1. To become an affiliate within the Uffiliates Scheme, you will have to submit a completed Uffiliates application, made available on http://affiliates.888.com/ (the "Uffiliates Information Site"). We will evaluate your application and, provided that your application is acceptable, notify you of your acceptance to the Uffiliates Scheme. We shall have the right at our sole discretion to reject your application to the Uffiliates Scheme at any time.
   2. We may reject your application or terminate this Agreement with immediate effect if we determine, in our sole discretion, that your marketing methods (including websites, emails, applications, all as indicated in your application) (collectively the "Affiliate Websites") are not suitable for any reason, including, but not limited to, inclusion of content on your Affiliate Websites that we deem is in any way: (a) non-compliant with any applicable laws, regulations, policies, codes of conduct, rules, conditions, guidelines, standards and/or directives, including without limitation the Ad Standards Canada guidelines and/or policies prescribed by iGaming Ontario (“iGO”) and/or any standards which are published by the Alcohol and Gaming Commission of Ontario (“AGCO”); or that is: (b) harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues, or (v) any unlawful behavior or conduct.
      
      Similarly, we shall reject your application or terminate this Agreement if we determine, in our sole discretion, that any of your Affiliate Websites are designed to appeal to minors.
      
      In the event we terminate this Agreement for any reason stated in this clause, we shall withhold any Commission (as defined below) otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you.
   3. The Company is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard. Therefore, we shall reject your application or immediately terminate this Agreement if we deem, at our sole discretion, that any of your Affiliate Websites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware. In the event we terminate this Agreement for any reason stated in this clause, we shall withhold any Commission (as defined below) otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you.
   4. The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption (the "Anti Bribery and Corruption Policy"), to ensure that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, in submitting an application for enrollment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all applicable laws related to the fight against bribery and corruption and shall not offer, promise, give, authorize, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates (each as defined below) or otherwise. We shall reject your application or immediately terminate this Agreement if we determine, in our sole discretion, that any of your activities do not fully comply with our Anti Bribery and Corruption Policy, and we shall withhold any Commission otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you.
   5. You shall have no right to appeal any decision by the Company to reject your application.
   6. The Company reserves the right to perform background checks on you and request any relevant documentation, for any reason, including (but not limited to) any investigation into your identity, personal history, registration details, such as name, address and age and your financial transactions and financial standing.
      
      The Company is under no obligation to advise you that such investigation is taking place. Such activities may include the use of specific third party companies, who perform the investigations as required. The Company may decide at its sole discretion to terminate this Agreement on the basis that such an investigation provides a negative or uncertain conclusion.
      
      The documents requested by us shall typically include an identity card, certificate of incorporation or anything analogous thereto and proof of address. If deemed necessary, the Company may request that the said document copies are notarized by a Public Notary. In the event our requests for documents are not completed or if we suspect that they have been tampered with, or are in any way provided to mislead or misrepresent – we shall be under no obligation to accept such documents as valid and we may: (i) withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you; and (ii) terminate this Agreement with immediate effect.
   7. You should also read our Privacy Policy carefully, which sets out how we collect and use the personal information which you provide us with.
   8. Each party shall comply with the Data Protection Addendum.

2. Protection of Minors

   In accordance with Province of Ontario’s laws and regulations, persons under the age of 19 are not allowed to register with or play on the Sites. The Sites are not designed to attract children or adolescents, and we take certain measures to block underage persons from registering with the Sites. Therefore, we shall reject your application and/or terminate this Agreement if we determine, at our sole discretion, that any of your Affiliate Websites: (i) include a depiction of any person who is or who appears to be under the age of 19; (ii) include content that is based on themes, or that uses language, intended to appeal primarily to persons under the age of 19, (iii) contain cartoon figures, symbols, role models, and/or celebrity/entertainer endorsers whose primary appeal is to persons under the age of 19, (iv) appear in media and venues, including on websites and in digital or online media; or (v) have an audience that is reasonably expected to be mostly comprised persons under the age of 19, and as such are not suitable for the Uffiliates Scheme. In the event we terminate this Agreement for any reason stated in this clause, we shall withhold any Commission otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you.

3. Setting Up Links and Promotions

   1. In the event of your acceptance as an affiliate, we will make available to you banner advertisements, button links, text links and other content as determined by the Company which will be associated with you on our system, all of which shall relate and link specifically to the Sites (collectively referred to hereinafter as the "Links"). You may display such Links on your Affiliate Websites, provided you abide by the terms and conditions of this Agreement and that you possess the legal right to use the Affiliate Websites in relation to the Uffiliate Scheme. The manner in which you display the Links shall be strictly in accordance with all applicable laws, regulations policies, codes of conduct, rules, conditions, guidelines, standards and/or directives including without limitation the Ad Standards Canada guidelines and/or policies prescribed by the iGO and/or any standards which are published by the AGCO.
   2. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. If during the term of this Agreement you wish to place the Links on websites other than the Affiliate Websites you must request and receive the Company’s prior written permission for the placement of the Links on such alternative websites before placing any such Links (where permission is granted, such alternative websites shall then become Affiliate Websites for the purposes of this Agreement).
   3. You may not modify a Link, unless you have received prior written consent from the Company to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we may take such measures as to render such Links inoperative. You may not advertise the Sites in any way not approved in advance by the Company in writing.
   4. In addition to your use of Links you may promote the Sites by means of publication of bonus codes (each a "Promotion" and collectively the "Promotions"). Your activities in relation to a Promotion shall be strictly in accordance with all applicable laws, regulations policies, codes of conduct, rules, conditions, guidelines, standards and/or directives including without limitation the Ad Standards Canada guidelines, policies prescribed by the iGO and standards which are published by the AGCO, and the Company's and/or any Group Company's relevant guidelines as such shall exist and be amended from time to time. Your offering of a Promotion at any time shall be conditional on your receipt of prior written consent from the Company for the Promotion and in the event that you do not receive our consent in relation to a Promotion, you shall not be permitted to receive any Commissions generated on account of Money Players, as defined below, in relation to such unapproved Promotion.
      
      For the purposes of this Agreement "Group Company" or "Group Companies" shall mean any entity directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise.
   5. You shall only market or promote the Sites to persons located in the Province of Ontario.
   6. You will not market or promote the Sites or use any of the Licensed Materials (as defined below) on any website, software, application or portal which infringes upon the intellectual property rights of any third party.
   7. You shall refrain from marketing the Sites in any way which might compete with our own marketing efforts, unless you have received written approval from us in such regard. By way of example, only the following activities will be considered to be activities, which if undertaken by you, would compete with our own marketing efforts and are prohibited hereunder: (i) the placement of Links on any Internet sites on which we place advertisements for the Sites; and (ii) the promotion of the Sites by you by way of keyword advertising with Internet search engines.
   8. You must not market or promote the Sites in any manner which targets high-risk, underage and/or self-excluded persons to participate in gambling, and must not knowingly communicate or send marketing or promote the Sites to high-risk players. Your marketing and promotional activities relating to the Sites must not: (i) exploit the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of all potentially high-risk persons, or otherwise extoll the virtues of gambling; (ii) entice or attract potentially high-risk players; (; (iii) suggest or apply peer pressure to gamble or disparage abstention from gambling; (iv) suggest gambling is a “rite of passage”; (v) imply that gambling is required in order to fulfill family or social obligations or solve personal problems; (vi) promote gambling as an alternative to employment, as a financial investment, or as a requirement for financial security; (vii) contain endorsements by well-known personalities that suggest that gambling has contributed to their success; (viii) encourage play as a means of recovering past gambling or other financial losses; (ix) be designed so as to make false promises or present winning as the probable outcome; (x) imply that chances of winning increase the longer one plays or the more one spends; (xi) suggest that skill can influence the outcome for games where skill is not a factor; (xii) suggest that gambling can provide an escape from personal or professional problems; (xiii) portray gambling as indispensable or as taking priority in life; for example, over family, friends or professional or educational commitments; (xiv) suggest that gambling can enhance personal qualities, for example, that it can improve self-image or self-esteem, or is a way to gain control, superiority, recognition or admiration; (xv) link gambling to seduction, sexual success or enhanced attractiveness; (xvi) portray gambling in a context of toughness or link it to resilience or irresponsible play; and/or (xvii) offer a product or promotion that is not reasonably attainable without incurring substantial losses.
   9. When advertising and marketing the Sites, you must not communicate gambling inducements, bonuses and/or credits, except through direct advertising and marketing after receiving active player consent in accordance with all applicable laws, regulations policies, codes of conduct, rules, conditions, guidelines, standards and/or directives including without limitation policies prescribed by the iGO and/or standards published by the AGCO.
   10. You shall not in any way market or promote any online gaming operator, online gaming website and/or gaming application which facilitates or accepts wagers from persons in Ontario without a registration from the AGCO.
   11. Your breach of the foregoing provisions will constitute a breach of this Agreement, and the Company retains full authority to: (i) terminate this Agreement immediately in the event of such breach; and (ii) retain for its own account any Commission accrued to your benefit at such time and thereafter and the Company will no longer be liable to pay such Commission to you.
   12. In relation to PPC and keyword bidding it is hereby made clear that you may not advertise (make use in any search engine ads) or purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to any of the Company's or its Group Companies trademarks or trade names from time to time, which includes but is not limited to "888" or any word similar to the name of the Sites and all other sites or applications owned or operated by any Group Company (collectively the "Group Websites"). In addition you shall not include metatag keywords in PPC advertising which are identical or similar to any 888 trademarks or trade names from time to time or otherwise include the word "888".
   13. We may at any time disable any Link and/or the Licensed Materials.

4. Leads and Money Players

   1. With respect to revenue share trackers, a "Lead" shall mean a distinct Internet user who during the term of this Agreement accesses one of the Sites directly through a Link published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement, opens a new user account with such Site and makes the required minimum deposit. For clarification, an Internet user shall not qualify as a Lead if such user has previously deposited in any other user account with such Site.
      
      With respect to CPA trackers or hybrid trackers with a CPA component, a "Lead" is a distinct internet user who, during the term of this Agreement: (i) accesses one of the Sites directly through a Link which is published by you on your Affiliate Websites or otherwise distributed by you in accordance with this Agreement; and (ii) then registers a new user account with that Site; and (iii) deposits to that account an amount at least equal to the minimum deposit limit required with that Site within 90 days of registering with such Site ("Deposit Period"). We may agree with you by email to amend the Deposit Period with regards to a specific Site or across all Sites.
      
      Notwithstanding the foregoing, players who received a first money transfer into their account from a third party shall not be required to make a minimum deposit in their new user account prior to becoming a Lead (such players however shall not be counted for payments associated with CPA trackers or hybrid trackers and shall not contribute to any tranche associated with progressive revenue share schemes).
   2. A "Money Player" is a Lead who in addition has:
      1. For CPA trackers and CPA component in hybrid trackers: (i) been promptly verified and approved by the Company or its Group Companies in accordance with applicable regulatory requirements, including any applicable age or ID verification; and (ii) meets any other qualifications based on gaming activity which we or our Group Companies may add from time to time at our discretion.
      2. For Revenue Share trackers: plays on any of the Sites.
   3. Neither you nor any of your relatives (or where the person entering into this Agreement is a legal entity, neither the directors, officers nor employees of such company or the relatives of such individuals) are eligible to become Leads or Money Players. Should you or any of your relatives attempt to do so the Company may terminate this Agreement and retain all Commissions otherwise payable to you. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
   4. The number of Leads per individual household computer, tablet device and mobile device is strictly limited to one.
   5. The Company’s measurements and calculations in relation to the number of Money Players and the relevant Gross Revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of your Money Players and the relevant Gross Revenue figures available to you through the Uffiliates Information Site. It should be noted that the Uffiliates Information Site is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including any payment. Such data is provided on a dynamic basis and may change. In case of discrepancy between the data provided through the Uffiliates Information Site and the Company's records, the Company's records shall govern. To permit accurate tracking, reporting and Commission accrual, you must ensure that the Links between your Affiliate Websites and the Sites are properly formatted throughout the term of this Agreement.

5. Commissions

   1. The default commission scheme and the commission amount payable to you under this Agreement, shall be made available to you by the Company through your affiliate account with the Uffiliates Scheme as may be amended by the Company from time to time (without notice to you) (the “Commission”). The commission scheme and/or Commission may be modified in accordance with the terms of this Agreement or on the written agreement of the parties (for which email shall suffice).
      
      If the scheme that applies includes a revenue share component, you will receive the applicable share of Gross Revenue as such term is defined below and subject to the terms herein.
      
      "Gross Revenue" shall mean the total of all applicable Money Players’ contributions to poker table game rakes (calculated as detailed below) and poker tournament fees (excluding the prizes) plus the sum of such Money Players’ settled bets on non-poker games (excluding any contributions to progressive jackpots), less the winnings of such Money Players on non-poker games (other than cashed-out progressive jackpot winning amounts), less any credits, bonuses, bonus points or other promotional amounts given to such Money Players, less any Tournament Overlays (as defined below), less any returned transactions or any uncollected (or refunded) revenue attributable to such Money Players (including chargebacks, ‘preventative’ chargebacks or in settlement of any claims involving a Money Player), less any administration fees relating to the Uffiliates Scheme, less any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, and applicable Facebook fees) attributable to such Money Players, less any licensing fees, applicable gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over the Company and/or any Group Company.
      
      A Money Player's contribution to poker table game "rake" is calculated using the following formula: (A/B) x C
      
      where: "A" is the actual amount staked in "A" by the Money Player; "B" is the total bet of such hand; and "C" is the total "rake" of such hand.
      
      For example, if the Money Player’s stake is two US Dollars ($2.00) and the total bet in the hand is ten US Dollars ($10.00) and the "rake" of the hand in question is one US Dollar ($1.00), the Money Player's contribution to the rake will be twenty cents ($0.20).
      
      Notwithstanding the foregoing, the Company reserves the right to change the "rake" allocation model from time to time and may do so with respect to all Money Players, both existing and new.
      
      "Tournament Overlays" means the applicable portion as determined by the Company of the total sum of shortfalls (if any) between the guaranteed prize amount and the total prize pool collected from the participants of any guaranteed poker tournament (including free-rolls, network shared tournaments, and tournaments set up at the Affiliate’s request and agreed by the Company).
   2. For the avoidance of doubt, the Company shall be under no obligation to pay any Commission with respect to Money Players who are at any time blocked or suspended by the Company or by any Group Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, for the purposes of calculating Gross Revenue the Company may still deduct any or all charges or expenses attributable to blocked or suspended Money Players.
   3. Notwithstanding the foregoing, you acknowledge and agree that a different payment scheme may apply to other affiliates who are already being paid by the Company in accordance with an older or alternative payment scheme or in other particular cases as determined at the Company's sole discretion from time to time.
   4. Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component with respect to www.888poker.ca and its related application, shall only be payable for a maximum period of 24 months from the date on which the applicable Internet user qualifies as a Lead on such site and in any event only during the term of this Agreement.
   5. You hereby acknowledge and accept that all Commission amounts will be displayed by us in US Dollars but actually paid to you in Euros. All currency conversions executed by the Company for such purpose shall be in accordance with the average monthly exchange rate published on www.oanda.com at the time of conversion.
   6. You shall be solely liable for any tax, charge or levy imposed on you in respect of your receipt of any sum due and payable under this Agreement by the relevant authority and all amounts due and payable by the Company to you hereunder are inclusive of any VAT, tax (including without limitation GST and HST), charge or levy which may be imposed on such payment and the Company shall be under no obligation to increase such payment in the event such tax becomes applicable.
      
      Without derogating from the foregoing, the Company shall be entitled to deduct and withhold from any Commission payments due to you, and to pay over to the relevant tax authorities, any amount on account of taxes, in accordance with its obligations under applicable law. Any such amount deducted and withheld by the Company shall be deemed paid to you for all purposes hereunder.
   7. Subject to all other terms of this Agreement, all Commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each calendar month. Payments of Commissions shall be made directly to you as per your preferred payment method and to the account detailed by you as part of your application process (the "Payment Account"). It is your responsibility to ensure that the details provided by you are both accurate and complete and the Company will have no obligation whatsoever to verify the accuracy and completeness of such details. In the event that you provide the Company with incorrect or incomplete details or you have failed to update your details and as a result your Commission is paid to an incorrect Payment Account, the Company shall no longer be liable to you for any such Commission. Without derogating from the forgoing, if the Company is not able to transfer the Commissions to you, the Company 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. Should the Company not be able to transfer any Commission payment for 6 consecutive months as a result of any incomplete or incorrect details of your Payment Account or for any other reason beyond the control of the Company, the Company reserves the right to withhold any such Commission payments and will no longer be liable to pay such Commission.
   8. The Company reserves the right to request that you provide the Company with written documentation (such as for example a current bank statement with respect to payment to a bank account) verifying all your beneficiaries and details of your Payment Account at any time, including without limitation upon registration, to comply with the Company’s policies with regards to its legal and regulatory obligations and/or when any change is made relating to your Payment Account. The Company is not obligated to make any payments until verification is completed to its satisfaction. If the Company believes at its sole discretion that you have failed to provide it with such verification, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commissions which have accrued to your benefit at such time or thereafter
   9. The Company reserves the right to take action against you and/or your Money Players that show patterns of manipulating the Uffiliates Scheme in any way whatsoever. If we determine at our sole discretion that such conduct is being practiced, we may withhold and keep any Commission payments accrued to the benefit of the Affiliate at such time and thereafter and terminate this Agreement with immediate effect.
   10. Where you earn your Commission in accordance with the revenue share schemes as set out above the Company will apply a negative balance carry-over policy (the "Policy"). The Policy consists of the following two rules : (i) in reaching the total Commission amount owed to you in a calendar month the Company shall calculate all Commissions, both positive and negative, generated by Money Players via our Sites; and (ii) in the event that at the conclusion of a calendar month the Commission generated by Money Players via our Sites is a negative amount, we shall apply such negative amount to the Commission calculation of the subsequent calendar months until such time as the negative balance has been fully set-off against future positive Commission amounts generated or any other payment payable to you by any Group Company or issue an invoice for such negative amount at our discretion.
   11. The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   12. The Company 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.
   13. In the event that the Commission to be paid to you in any calendar month is less than $250 (the "Minimum Amount"), the Company shall not be obligated to make the payment until such time as the Commission is equal to or greater than the Minimum Amount.
   14. The Company reserves the right to reduce your Commission relating to a specific Site in the event that you do not have any persons qualifying as Leads on such Site or through the account associated with such Site, in three (3) consecutive calendar months.
   15. The Company retains the right to review all Commissions for possible fraud, whether such fraud is on the part of the Money Player, on the part of a Sub-Affiliate, or on your part. In any period of time during which the Company reviews Commissions for possible fraud, such review period not to exceed 180 days, the Company shall have the right to withhold any Commission accrued in your favor, such Commissions not to be paid until such time as the review has been concluded. Any incidence of fraud on your part (or the part of a Lead, Money Player or Sub-Affiliate) constitutes a breach of this Agreement by you. In case of such breach, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commissions which have accrued to your benefit at such time in relation to same whether such Commissions were generated through fraud or otherwise. The Company also retains the right to set-off from future Commissions payable to you any amounts already received by you which can be shown to have been generated by fraud.
       
       For the purpose of this Agreement and by way of example only the term "fraud" shall include, but shall not be limited to: (i) the encouragement by you or a third party of bonus abuse on the part of the Money Players; (ii) a chargeback executed by a Money Player in relation to their initial deposit; (iii) collusion on the part of the Money Player with any other player on the Sites or Group Websites; (iv) the opening of an account in breach of the terms of this Agreement; (v) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise), including without limitation "rake back", to potential or existing Money Players; (vi) creating or using a single Link intended to be used by a single Lead; (vii) any use by you or a potential Money Player or a Money Player of any software program, robot or external aid, which is endowed with artificial intelligence, to play real money games on the Sites; and (viii) any other act by you or by a Money Player which is reasonably understood to have been committed in bad faith against the Company or its Group Company regardless of whether or not such action has resulted in any type of harm or damage to the Company or its Group Company. In the event of a suspected "rake back" activity on your part (based for example, on the detection of numerous Affiliate serials with only one or very few accounts on each), the Company shall have the right to immediately block your account and you shall forfeit any past and future Commissions which have accrued to your benefit.
   16. For the avoidance of doubt it is hereby stated by the Company and agreed by you that the Commissions which the Company shall pay to you shall relate solely to the casino, poker or sport products which you directly advertise via the Links. The Company shall have no obligation whatsoever in relation to future products or services provided to Money Players by the Company, any Group Company or their commercial partners. In addition the Company shall not be liable for any payment in respect of activity relating to any user account other than the user account registered in the particular Site promoted by you in which the respective user qualified as a Lead and Money Player, and subject always to the terms of this Agreement.
   17. Your account is solely for your benefit. You shall not allow any third party to use your account, password or identity to access or use the Uffiliates Scheme and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform the Company immediately if you suspect that your account is being misused by a third party and/or any third party has access to your account username or password. For the avoidance of any doubt, the Company shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefrom.
   18. The Company reserves the right, at its sole discretion, to immediately cease any or all marketing efforts in certain jurisdictions and will not be liable to pay you any Commissions which have accrued to your benefit that are attributable to such jurisdictions, without notice to you.

6. Intellectual Property

   1. In the event of your acceptance to the Uffiliates Scheme, we shall grant you a non-transferable, non-exclusive, revocable license to place the Links on your Affiliate Websites during the term of this Agreement, and solely in connection with the Links, to use the Company's, its Group Companies and their licensors' logos, trade names, trademarks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Sites.
   2. You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever.
   3. You may not use any Licensed Materials for any purpose whatsoever other than promoting the Sites, and in any event, you may not use the Licensed Materials without first submitting a sample of such proposed use to us and receiving our prior written consent to such us.
   4. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Company or anyone else negatively.
   5. The Company, its Group Companies and their licensors reserve all of the intellectual property rights in the Licensed Materials.
   6. We may revoke your license to use the Licensed Materials at any time by written notice to you, whereupon you shall immediately destroy or deliver up to us all such materials that are in your possession. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.

7. Obligations Regarding Your Affiliate Websites and Marketing Materials

   1. You will be solely responsible for the technical operation of your Affiliate Websites and the accuracy and appropriateness of materials posted on therein.
   2. You agree that your Affiliate Websites will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof), nor will you create the impression that any of your Affiliate Websites are any of the Sites (or any part thereof).
   3. You also agree that none of your Affiliate Websites will contain any content of the Sites and/or Group Websites or any materials which are proprietary to the Company or its Group Companies, except (i) with our prior permission, or (ii) the Links. In particular, you are not permitted to register a domain name that includes, incorporates or consists of the Company's or its Group Companies trademarks or any domain name that is confusingly similar to such trademarks.
   4. On execution of this Agreement and as a continuing obligation, you will inform the Company of any domain names you own which are in breach of the foregoing. Once we become aware that you have registered a breaching domain name you will be informed and required to transfer the domain name to us or an entity nominated by us, forthwith and free of charge. YOUR OBLIGATION TO TRANSFER DOMAIN NAMES REGISTERED IN BREACH OF THIS CLAUSE EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. We may, in our sole discretion, withhold all Commission payments that may be due to you until the domain name is transferred.
   5. You will not use any unsolicited or spam messages to promote the Sites. In the event we receive a complaint that you have been sending spam messages, you hereby agree that we may provide to the party making the complaint any details required for the complaining party to contact you directly in order for you to resolve the complaint. The details which we may provide to the party making the complaint, include your name, email address, bricks and mortar address and telephone number. You hereby warrant and undertake that you will cease sending spam messages and make every effort to resolve the complaint. In addition, we reserve all of our rights in this matter including without limitation the right immediately terminate this Agreement and your participation in the Uffiliates Scheme and to set off or charge you for all claims, damages, expenses, costs, fines incurred or suffered by us in relation to this matter. Furthermore, in the event we terminate the Agreement under this clause 7.5, we shall withhold any Commission otherwise payable to you under this Agreement and we will no longer be liable to pay such Commission to you. Nothing stated or omitted herein shall in any manner prejudice any of our rights.
   6. You will ensure that your Affiliate Websites and any related marketing materials or communications comply with all applicable laws, regulations, policies, codes of conduct, rules, conditions, guidelines, standards and/or directives including without limitation the Ad Standards Canada guidelines and/or policies prescribed by the iGO and/or any standards which are published by the AGCO. In addition you will ensure that your Affiliate Websites do not contain any spyware, adware or other unwanted threats and do not infringe any right of any third party, including intellectual property rights, directly or indirectly.
      
      If you are in doubt regarding the compliance of a particular marketing method or material you must seek the Company's prior written approval, (iii) you may only use the Licensed Materials provided to you directly by the Company that are available via the Uffiliate Information Site
      
      If your Affiliate Websites or any related marketing materials or communications are found to breach or infringe any of the above or contain any spyware, adware or other unwanted threats, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past and future Commissions which have accrued or which shall accrue to your benefit and we shall will no longer be liable to pay such Commission to you.
   7. You undertake to immediately comply with all instructions and guidelines provided by the Company or published on the Uffiliates Information Site in relation to your activities in marketing and promoting the Sites including, without limitation, any instruction received from the Company requesting you to post on the Affiliate Websites information regarding new features and promotions on the Sites. If you are in breach of the foregoing, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past and future Commissions which have accrued or which shall accrue to your benefit and we shall no longer be liable to pay such Commission to you.
   8. You will indemnify and hold the Company, its Group Companies and their respective directors, officers, members, employees, representatives and advisors harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Affiliate Websites or any materials, products or services linked to therein.
   9. You hereby acknowledge that your conduct as an Affiliate has the potential to cause substantial damage to the Company’s and the Sites’ reputation and goodwill, and you undertake that at all times consider the goodwill and reputation of the Company and the Sites and to act in an appropriate manner.
   10. You shall provide such information to the Company (and co-operate with all requests and investigations) as the Company may reasonably require in order for the Company or any Group Company to satisfy any information reporting, disclosure and other related obligations to any Regulator from time to time, and shall co-operate with all such Regulators directly or through the Company, as required by the Company.
   11. For the purposes of this Agreement "Regulator" shall mean any governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) the Company or Group Companies from time to time.

8. Term

   1. The term of this Agreement will begin upon your acceptance to the Uffiliates Scheme as an Affiliate and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail.
   2. In the event that you do not log into your account for 90 consecutive days, we may terminate this Agreement without notice to you.
   3. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid (if applicable).
   4. Without derogating from any other provision in this Agreement, the Company may terminate this Agreement on written notice to you in the event that: (i) you carry out any action which the Company reasonably believes will expose the Company or any Group Company to regulatory repercussions in any jurisdiction; (ii) the Company reasonably believes that you have breached applicable laws, regulations, codes of conduct, rules, conditions and/or directives; and/or (iii) the Company or any Group Company is ordered or required by a Regulator, to terminate its relationship with you. In such event of termination, the Company may retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay any Commission to you.
   5. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Websites, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Uffiliates Scheme. If applicable, following the termination of this Agreement and our payment to you of all Commissions due at such time of termination, we shall have no obligation to make any further payments of Commissions to you.

9. Modification

   1. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. You agree that posting a change of terms notice or a new agreement on our Uffiliates Information Site is considered sufficient provision of notice and such modifications shall be effective as of the date of posting.
   2. Modifications may include, but are not limited to, changes to the list of the Sites, the scope of available commission fees, commission schedules and payment procedures. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Uffiliates Scheme following our posting of a change notice or new agreement on our Uffiliates Information Site will constitute binding acceptance by you of the change. Due to the above, we advise you to frequently visit the Uffiliates Information Site and review the terms and conditions of this Agreement.

10. Limitation of Liability

    We will not be liable for any indirect, special, punitive or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or your participation in the Uffiliates Scheme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total Commissions paid or payable to you under this Agreement.

11. Relationship of Parties

    You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

12. Disclaimers

    THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE UFFILIATES SCHEME OR THE UFFILIATES INFORMATION SITE (INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, THE COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITES OR THE UFFILIATES INFORMATION SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

13. Representations and Warranties

    1. You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with its terms; (ii) all the information provided by you with regards to your application to the Uffiliates Scheme are true and accurate; (iii) such acceptance and the 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; (iv) you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable regulatory or governmental authority) required to enter this Agreement, participate in the Uffiliate Scheme or receive payment under this Agreement; (v) you acknowledge and agree that only the iGO has the authority to conduct and manage online gaming in the Province of Ontario as required under paragraph 207(1)(a) of the Criminal Code of Canada (the “Code”); (vi) you acknowledge and agree that your marketing and promotion of the Sites and/or the performance of your obligations under this Agreement shall be in compliance with the Code, the Company's contractual obligations under its agreement with the iGO and/or all applicable gaming control legislation in the Province of Ontario, including without limitation any policies prescribed by the iGO and/or any standards published by the AGCO; and (vi) you are an adult of at least 18 years of age.
    2. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.

14. Confidentiality

    1. We and/or our Group Companies may disclose to you certain information as a result of your participation as an Affiliate within the Uffiliates Scheme, which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if the same is required by law or legal process.
    2. You shall not make any public announcement with respect to any aspect of this Agreement or your relationship with the Company without the prior written approval of the Company.
    3. Without derogating from clause 14.2, during the term of the Agreement and thereafter, you shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to the Company, the Group Companies, the Group Websites, the Sites or the Uffiliates Scheme.

15. Indemnification

    You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, Group Companies, successors and assigns (the “Indemnified Parties”), from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by any of the Indemnified Parties (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on: (i) the breach of this Agreement by you or any representation or warranty made by you herein; (ii) any claim related to your Affiliate Websites; and/or (iii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Websites.

16. Anti-Bribery and Corruption

    1. The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its affiliates and business partners comply with all applicable laws and accord to the highest principles of corporate ethics.
    2. In submitting an Application for enrolment in the Uffiliates Scheme and in performing your activities under this Agreement, you undertake to comply with all applicable laws relating to anti-bribery and corruption and shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Affiliates or otherwise.
    3. The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 16 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

17. Anti-Modern Slavery

    1. You confirm that you do not engage in slavery, servitude, forced labour, human trafficking or child labour (all as defined in the UK Modern Slavery Act 2015 (the "Act") and collectively to be referred to as "Modern Slavery").
    2. You undertake to comply with applicable local labour regulations, including but not limited to, legally required working conditions, hours and minimum wage requirements. You also must ensure that all your employees and contractors undergo working age, identity and right to work checks, before being offered a contract with your business.
    3. You must have reasonable measures in place to ensure these standards are also adhered to by your suppliers and you must not knowingly engage with suppliers who breach these standards.
    4. If you believe or suspect that you have breached the policy you will raise this with your usual 888 contact person at the earliest possible stage. If you do not have a usual 888 contact person or if you feel that we have not adequately addressed your concerns, you should send them in writing to 888’s Company Secretary at Corporate.Secretary@888holdings.com.
    5. The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 17 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

18. Compliance Requirements

    1. Your performance of any of its of your obligations, covenants and agreements hereunder shall be in compliance with all applicable laws and/or regulations in Canada and the Province of Ontario, including, without limitation, the Code, the standards of the AGCO and/or the policies of the iGO.
    2. You shall, promptly upon request by the Company, cooperate with and assist the Company to enable it to comply with all applicable laws and regulations in the Province of Ontario and its agreement(s) with the iGO, including without limitation, by: (i) providing such information and/or documentation as may be necessary or advisable to substantiate, confirm or further explain any information related to any matter with regards to the services herein; and/or (ii) providing such assistance and access to premises to the Company, the AGCO and/or the iGO and anyone acting on their behalf as may be required by the Company, AGCO and/or the iGO, in the exercise of and in carrying out any mandatory audit and inspection rights, all in accordance with such timelines as may be prescribed by AGCO and/or the iGO.
    3. You shall notify the Company as soon as feasible and in any event within 12 hours after discovering any security breach, incident and/or vulnerability impacting or otherwise involving: (i) the Company’s web applications (including any underlying equipment, databases, systems, programs, applications and/or other software utilized in connection therewith), the Company's customer profiles; and/or (b) the unauthorized and/or unlawful loss, destruction, access, use, disclosure and/or modification of, and/or inability to access (including encryption of) data and/or Company's customers' personal information.
    4. You will provide the Company with the business telephone numbers and email addresses (including out of office contact information) for your designated primary and secondary contacts for cases of emergency and disaster to assist the Company, the AGCO or the iGO in the event of a business interruption, and all as sufficient to ensure contact can be established by various means with each such individual on a 24 hour, 7 days a week basis.
    5. Your breach of the foregoing provisions will constitute a breach of this Agreement, and the Company retains full authority to: (i) terminate this Agreement immediately in the event of such breach and (ii) retain for its own account any Commission accrued to your benefit at such time and thereafter.

19. Entire Agreement

    The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this Agreement shall be valid or binding between the parties.

20. Independent Investigation

    You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Uffiliates Scheme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

21. Miscellaneous

    1. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with laws of Gibraltar. The courts of Gibraltar will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions contemplated thereby.
    2. Without derogating from the rights of the Company under this Agreement and/or by law, the Company may set off any amount which you owe to it pursuant to this Agreement and/or by law from any sum that you are entitled to receive from the Company, from whatever source.
    3. You may not assign this Agreement, by operation of law or otherwise, without our express prior written consent. Subject to the foregoing, this Agreement will be binding on and inure to the benefit of, and be enforceable by the parties and their respective successors and assigns. You may not sub-contract or enter into any arrangement whereby another person is to perform any or all of your obligations under this Agreement.
    4. 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.
    5. The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any Group Company, or (ii) in the event of a merger, sale of assets or other similar corporate transaction in which the Company may be involved in. We will notify you of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on the Uffiliates Information Site.
    6. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a court of competent jurisdiction, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
    7. Other than the Group Companies, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
    8. Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    9. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa.
    10. Any provisions hereof which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose. Without derogating from the generality of the foregoing, clauses 8.5 10, 12, 14, 15, 21 and 22 shall survive termination of this Agreement shall survive termination of this Agreement.

22. 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.

Sub-Affiliates Terms & Conditions

The following terms and conditions shall govern our agreement with you in respect of Sub-Affiliates. Capitalized term used herein and not otherwise defined shall have the meaning assigned to them in the Agreement set out above. All the other terms and conditions of the Agreement shall remain unchanged and shall continue to be in full force and effect.

1. Definition. A "Sub-Affiliate" shall mean an affiliate introduced to the Company by you. To avoid doubt, we shall offer one tier of Sub-Affiliate Commissions (as defined below) such that you shall be paid only for Sub-Affiliates introduced by yourself and not by the Sub-Affiliate.
2. Introduction. You may introduce potential Sub-Affiliates to the Company via the "Introduce a Sub-Affiliate" link located on the Uffiliates Information Sites. Potential Sub-Affiliates will be required to submit a completed Uffiliates application. We will evaluate the Sub-Affiliate application and we reserve the right at our sole discretion to accept or reject such application.
3. Sub-Affiliate Agreement. As a condition of our acceptance of a Sub-Affiliate to the Uffiliates Scheme, each Sub-Affiliate will be required to accept the Agreement.
4. Sub-Affiliate Commissions. Sub-Affiliates shall receive commissions from the Company in accordance with the commission scheme as agreed between such sub-affiliate and the Company. You shall be entitled to receive commissions from the Company in relation to commissions received by Sub-Affiliates introduced by you (a "Sub-Affiliate Commission"). The Sub-Affiliate Commission received by you shall be linked to the commission scheme agreed between such sub-affiliate and the Company 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 commissions from the Company on a per Money Player basis but your Sub-Affiliate receives commissions from the Company on a Gross Revenue basis, your Sub-Affiliate Commission shall be calculated on a per Gross Revenue basis. The Sub-Affiliate Commissions shall be as set out on http://affiliates.888.com/en/commissions/sub-affiliates.htm.
   
   Notwithstanding the foregoing, in the event you cease to generate new Leads for more than a month, we reserve the right to remove the Sub-Affiliate Commissions from your account without notice. In addition, if any of your Sub-Affiliates fails to generate new Leads for over 3 months we shall be entitled to disconnect such Sub-Affiliate from your account at our sole discretion.
5. Restrictions. In relation to Sub-Affiliates you are strictly prohibited from doing any of the following: (i) introducing yourself or a family member as a Sub-Affiliate, (ii) offering or providing a Sub-Affiliate or potential Sub-Affiliate any incentive (financial or otherwise) to act as or become a Sub-Affiliate, (iii) attempt to use the Sub-Affiliate scheme in any way whatsoever in bad faith against the Company. Any such attempt on your part shall be considered a fraudulent act against the Company and the Company shall have the right to immediately block your account and you shall forfeit any past and future commissions which have accrued to your benefit.
6. Modification. We may modify any of the terms and conditions contained herein, at any time and at our sole discretion.