Terms & Conditions

UPublisher Scheme Agreement

This Upublisher Scheme Agreement (the "Agreement") contains the complete terms and conditions between Virtual Marketing Services (Gibraltar) Limited (the "Company", "we" or "our"), and you ("Publisher", "you" or "your"), regarding: (i) your application to participate as an affiliate in the Company's affiliate marketing scheme (the "Upublisher 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 Definitions and Interpretation
1. 1.1 In this Agreement, capitalised words and expressions shall have the meanings set out below:
  1. (i) "Additional Publisher" means any third party that you provide the Links to.
  2. (ii) "Application" has the meaning given to it in clause ‎2.1.
  3. (iii) "Applicable Laws" means all applicable laws, directives, regulations, rules, mandatory codes of practice or conduct, judgments, judicial orders, ordinances and decrees imposed by law or any competent governmental or regulatory authority or agency.
  4. (iv) "Campaign" has the meaning given to it in clause ‎4.1.
  5. (v) "Campaign Details" means the details provided in clause ‎4.2.
  6. (vi) "Commission" has the meaning given to it in clause ‎4.2.
  7. (vii) "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 or after the date of your acceptance of the terms and condition of this Agreement by the Company.
  8. (viii) "Designated Materials" means all Links, Licensed Materials, landing pages 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, made available to you through the 888 Information Site or in connection with the Upublisher Scheme.
  9. (ix) "Gross Revenue" 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.
  10. (x) "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.
  11. (xi) "Lead" has the meaning given in clause ‎4.1, as applicable with respect to the relevant Campaign.
  12. (xii) "Licensed Materials" has the meaning given in clause ‎6.1.
  13. (xiii) "Links" has the meaning given in clause ‎3.1.
  14. (xiv)"Money Player" has the meaning given in clause ‎4.1, as applicable with respect to the relevant Campaign.
  15. (xv)"Prohibited Practices" has the meaning given in clause ‎7.6.‎
  16. (xvi)"Publisher Websites" means any website (including any device specific versions of such website) or application on which the Links are placed by you or an Additional Publisher and if applicable the Twitch Account.
  17. (xvii)"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 any Group Companies from time to time.
  18. (xviii)"Twitch Account" has the meaning given in clause ‎3.12.
  19. (xix)"Upublisher Account" means your account with the Upublisher Scheme.
  20. (xvi) "888 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 detailed here and any other website or application notified by the Company to the Publisher from time to time.
  21. (xvi) "888 Information Site" means the site located at here
2 UPublisher Application and Enrollment
1. 2.1 To become a marketing partner within the Upublisher Scheme, you will have to complete and submit a Upublisher Scheme application, which can be accessed here ("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 Upublisher 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 and/or terminate the Agreement (if your Application has been approved), if the Company believes:
  1. (i) your marketing methods and/or the Publisher Websites are unsuitable for any reason;
  2. (ii) the Publisher 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: (a) sexually explicit, pornographic or obscene content (whether in text or graphics); (b) 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); (c) graphic violence; (iii) politically sensitive or controversial issues; or (d) any unlawful behavior or conduct;
  3. (iii) The Publisher Websites breach Applicable Laws;
  4. (iv) (any of the Publisher Websites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware;
  5. (v) any of the Publisher Websites are designed to appeal to individuals under the age of 18;
  6. (vi) you may be in breach of, or may be likely to breach, any Applicable Laws, and/or the anti-bribery or corruption obligations specified in clause ‎16 or the anti-modern slavery provisions in clause ‎17; or
  7. (vii) any Additional Publisher may be in breach of, or may be likely to breach, any Applicable Laws.
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 may 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), the Company 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 you are accepted onto the Upublisher Scheme, you agree to provide to the Company the marketing services in respect of the 888 Sites in accordance with this Agreement.
7. 2.7 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. 2.8 You shall comply with the Data Protection Addendum which is an integral part of this Agreement.
3 Setting Up Links and Promotions
1. 3.1 If you are accepted on to the Upublisher Scheme, we will provide you with or make available to you through the 888 Information Site, banner advertisements, button links, text links and other content as determined by us, all of which shall relate and link specifically to the 888 Sites (collectively and individually the "Links"), which shall link to the 888 Sites or to the download page of the 888 Sites. The Links may be displayed on the Publisher Websites provided that: (i) the Links are used in accordance with the terms of this Agreement; and (ii) you and any Additional Publisher possess the legal right to use the Publisher Websites in relation to the Upublisher Scheme.
2. 3.2 You agree that you will cooperate fully with us in order to establish and maintain the Links and you shall ensure that any Additional Publisher cooperates fully with us in order to establish and maintain the Links.
3. 3.3 You shall not modify a Link and you shall ensure that any Additional Publisher shall not modify a Link. If the Company determines that the use of any Link is not in compliance with the terms of this Agreement, the Company may take measures as to render such Links inoperative.
4. 3.4 If the Company requests any change to the use and positioning of the Links or Licensed Materials or the cessation of the use of any Links or Licensed Materials, you must promptly comply with that request and you shall ensure that any Additional Publisher promptly complies with such request.
5. 3.5 In addition to your use of Links, from time to time you may promote the 888 Sites by publishing bonus codes for special offers/promotions, subject to having received the prior written consent of the Company. You and any Additional Publisher may only publish bonus codes in accordance with Applicable Laws and the guidelines provided by the Company.
6. 3.6 Save for use of the Links and publication of bonus codes in accordance with the terms of this Agreement, the 888 Sites may not be advertised in any other way.
7. 3.7 You must not market or promote and any Additional Publisher must not market or promote, the 888 Sites nor use the Licensed Materials on any website, software, application or portal which infringes upon the Intellectual Property Rights of any third party, the Company's or any of the Group Companies.
8. 3.8 You shall not market and you shall ensure that any Additional Publisher shall not market, the 888 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 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 888 Sites; and (ii) the promotion of the 888 Sites by way of keyword advertising with internet search engines.
9. 3.9 In relation to pay-per-click advertising ("PPC") and keyword bidding, you must not and you shall ensure that any Additional Publisher does 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 Group Companies’ (or the affiliates of the same) trademarks or trade names from time to time. This includes "888" and any words similar to the name/domain name of the 888 Sites and any other websites or applications owned and/or operated by the Company or any Group Company. In addition, you shall not and you shall ensure that any Additional Publisher does 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 888 Sites or any other websites or applications owned and/or operated by the Company or any Group Company.
10. 3.10 3.10 Without derogating from clause ‎3.9, in relation to PPC and keyword bidding you must not and you shall ensure that any Additional Publisher does not, advertise the 888 Sites by purchasing or using any keywords to advertise which appears in the list found here. You undertake to check this list on the 10^th day of each calendar month.
11. 3.11 You shall immediately comply and you shall ensure that any Additional Publisher immediately complies, with all of the Company’s instructions and guidelines, which may be notified to you from time to time regarding the use and placement of the Links, Licensed Materials and bonus codes, and the marketing of the 888 Sites in general.
12. 3.12 You may only use the Links and Licensed Materials on an account with the Twitch Platform (“Twitch Account”) if agreed by the Parties in the Campaign Details and in such event you undertake to ensure that: (i) only the 888 Poker Site shall be promoted on the Twitch Account and not any other offering or brand of the Company or any Group Company; (ii) the Links will only be displayed on the Twitch Account when poker play is streamed; (iii) the poker session on the Twitch Account in which the Links are displayed must not be edited in any way which includes without limitation emphasising winnings or understating losses; (iv) the poker session which is streamed on the Twitch Account in which the Links are displayed must be realistic and show the losses generated by the poker play; (v) the holder of the Twitch Account and all persons appearing in any streams on the Twitch Account must be over the age of 25 and not appear to be under the age of 25; (vi) at least 75% of the Twitch Account holders’ followers on their other social media accounts (Facebook, Youtube, Instagram etc.) are over the age of 18; (vii) the content of the Twitch Account shall not appeal to those under the age of 18 nor shall the Twitch Account be associated in any way whatsoever with brands or products that appeal to children; (viii) every time the Links are displayed on the Twitch Account it will be made clear that the Link is “sponsored content"; (ix) in every session that the Links are displayed on the Twitch Account a "mature content" warning appears at the beginning of such session; (x) the Twitch Account and the streams on such account shall only target viewers in the United Kingdom; and (xi) the Twitch Account will fully comply at all times with 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. You undertake to ensure that any Additional Publisher complies with this clause ‎3.12.
  
  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 and any Additional Publisher must comply with at all times and you undertake that you shall fully comply and any Additional Publisher shall fully comply with the Twitch Terms and Conditions.
  
  Furthermore, you acknowledge and agree that your use or any use by any Additional Publisher of the Links or Licensed Materials or promotion of the 888 Sites on the Twitch Platform is not confirmation from us that you or any Additional Publisher comply with the Twitch Terms and Conditions nor that the Links or Licensed Materials may be used on the Twitch Platform or the 888 Sites may be promoted on the Twitch Platform and any such use or promotion is entirely at your and the Additional Publishers own risk and the Company shall have no liability in this regard.
13. 3.13 The 888 Sites must not be marketed and promoted by you or any Additional Publisher 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".
14. 3.14 If the 888 Sites are marketed or promoted by you or any Additional Publisher 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 888 Sites to any person or entity located in the United Kingdom, the 888 Sites must not be marketed or promoted (by you or any Additional Publisher) 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 and any Additional Publisher are in strict compliance with this requirement. Nothing in this clause ‎3.14, shall in any way derogate from clause ‎3.7.
4 Campaigns
1. 4.1The following types of campaigns under the Agreement (each a “Campaign):
  1. (i) CPM Campaign: shall mean a campaign, where the commission payment is based on every thousand views of a Link published on the Publisher Websites.
  2. (ii) CPC Campaign: shall mean a campaign, where the commission payment is based on an internet user's click of a Link on the Publisher Websites and then the internet user lands directly on the 888 Site advertise via the Links.
  3. (iii) Revenue Share Only Campaign: shall mean a campaign, where the commission payment is solely based on revenue share (i.e. a percentage of Gross Revenue). With respect to a Revenue Share Only Campaign, a "Lead" is a distinct internet user who, during the term of any such campaign: (i) accesses one of the 888 Sites directly through a Link which is published on the Publisher Websites or otherwise distributed by you in accordance with this Agreement; (ii) then registers a new user account with that 888 Site; and (iii) deposits to that account an amount at least equal to the minimum deposit limit required for the 888 Site.
    
    With respect to a Revenue Share Only Campaign, a "Money Player" is an internet user that qualifies as a Lead in accordance with the paragraph above, and in addition during the term of such campaign makes a real money bet on the relevant 888 Site.
  4. (iv) CPA Campaign: shall mean a campaign, where the commission payment is based on a cost per acquisition. With respect to a CPA Campaign, a "Lead" is a distinct internet user who, during the term of any such campaign: (i) accesses one of the 888 Sites directly through a Link which is published on the Publisher Websites or otherwise distributed by you in accordance with this Agreement; (ii) then registers a new user account with that 888 Site; and (iii) deposits to that account an amount at least equal to the minimum deposit limit required with that 888 Site.
    
    With respect to a CPA Campaign, a "Money Player" is an internet user that qualifies as a Lead in accordance with the paragraph above, and in addition during the term of the campaign: (i) is promptly verified and approved by the Company in accordance with all applicable regulatory requirements (including any applicable age or ID verification); and (ii) meets any other qualification criteria determined by us based on gaming activity which may be applied from time to time by territory.
    
    With respect to a Revenue Share Only Campaign, a "Money Player" is an internet user that qualifies as a Lead in accordance with the paragraph above, and in addition during the term of such campaign makes a real money bet on the relevant 888 Site.
  5. (v) Hybrid Campaign: shall mean a campaign, where the commission payment is based on a cost per acquisition and on a revenue share (i.e. a percentage of Gross Revenue). With respect to a Hybrid Campaign, a "Lead" and “Money Player” shall have the meaning given to them with respect to a CPA Campaign in clause 4.1 ‎(iv).
  6. (vi) CPI Campaign: shall mean a campaign, where the payment of commission is based on installations. An “installation” shall occur when a Lead (which has the meaning given to it in clause 4.1 ‎(iv)) during the term of such campaign, accesses the accesses one of the 888 Sites directly through a Link which is published on the Publisher Websites and downloads, installs and opens the relevant 888 Site on a mobile telephone or tablet within 14 days from date of clicking the Link, thereby becoming a Money Player with respect to such campaign.
  7. (vii) CPI Campaign: shall mean a campaign, where the payment of commission is based on registrations. A “registration” shall occur when during the term of such campaign, a distinct Internet user without a prior or existing user account with any of the 888 Sites accesses one of the 888 Sites directly through a Link, opens a new user account with the 888 Site and completes the registration form, thereby becoming a Money Player with respect to such campaign.
2. 4.2 The parties may from time to time, by email agreement, agree on the type of Campaign to be run and the details of such Campaign. Any such email agreement shall contain:
  1. (i) the type of Campaign to be run and the amount of commission to be paid for each per thousand impressions, per click, per Money Player (as applicable with respect to the relevant Campaign) (the “Commission”) (which may differ per jurisdiction);
  2. (ii) the duration of the Campaign to be run;
  3. (iii) the jurisdictions where the Campaign is to be run;
  4. (iv) the 888 Sites which are to be advertised or promoted under the Campaign;
  5. (v) if the Links are to be placed on the Twitch Account. For the avoidance of doubt, notwithstanding anything to the contrary in the agreed upon Campaign Details the streams on the Twitch Account shall only target viewers in the United Kingdom;
  6. (vi) the Key Performance Indicators (if any) applicable to the payment of the Commission. For the avoidance of doubt if the Key Performance Indicators are not met with respect to part or all of a Campaign, 888 shall not be liable to pay any Commission with respect to such Campaign; and
  7. (vii) Total Budget.
  The parties may also agree by email if the Total Budget is split between 888 Sites.
  
  For the avoidance of doubt, it is clarified that the Company is not obligated to agree to run any Campaign during the term of the Agreement.
3. 4.3 During a Campaign, the parties may amend the Campaign Details with respect to the Campaign by written email agreement. Any amendment to the Campaign Details shall not apply retroactively to any clicks, views or Money Players (as applicable to the relevant amended Campaign) generated by the Publisher subject to the terms of the Agreement as at the date the Campaign Details are amended and shall only apply to the Campaign going forward from the date on which the amendment is agreed by the parties.
4. 4.4 If the Total Budget is reached prior to the end date of the Campaign, the Campaign will automatically terminate when the Total Budget is reached and the Company shall not be liable for any further payment of Commission.
5. 4.5 If the parties agree that the Total Budget is to be split between the 888 Sites, once the budget is reached for the relevant 888 Site, the Company shall not be liable for any further payment of Commission with respect to such 888 Site, and the Publisher shall immediately cease using and you shall ensure that any Additional Publisher shall immediately cease using the Designated Materials with respect to such 888 Site and part of the Campaign.
6. 4.6 The Company may pause a Campaign on 24 hours written notice to the Publisher, which may be provided by email. During any period of suspension, the Company shall not be liable to pay for any views, clicks and Money Players (as applicable) and no internet user shall qualify as a Lead (if applicable), with respect to the period of suspension. On the expiration of the foregoing 24 hour notice period, you undertake that you shall immediately cease using and you shall ensure that any Additional Publisher shall immediately cease using the Designated Materials with respect to such Campaign and the Publisher shall ensure that the Designated Materials are removed from the Publisher Websites during the period of suspension of such Campaign.
7. 4.7 The Company may terminate a Campaign on 48 hours written notice to the Publisher, which may be provided by email. Following the expiration of such notice, the Company shall not be liable to pay for any view, clicks, Money Players, installations and registrations (as applicable) with respect to such terminated Campaign.
8. 4.8 In addition, the Company may terminate a Campaign on written notice to you in the event that: (i) you or any Additional Publisher carries out any action which the Company reasonably believes will expose the Company or any Group Company to legal, regulatory or economic, repercussions in any jurisdiction; (ii) the Company reasonably believes that you or any Additional Publisher have breached Applicable Laws; (iii) the Company or any Group Company is ordered or required by a Regulator, to terminate its relationship with you or any Additional Publisher; or (iv) you breach any of the terms of Agreement or the terms of any Campaign. In the event of such termination of the Campaign under this clause ‎4.8, the Company may retain any Commission otherwise payable to you under the Campaign and will no longer be liable to pay any further Commission to you with respect to such Campaign.
9. 4.9 On termination of a Campaign or at the end of the Campaign (whichever occurs earlier) you shall immediately cease using and you shall ensure that any Additional Publisher shall immediately cease using the Designated Materials with respect to such Campaign and the Publisher shall ensure that the Designated Materials are removed from the Publisher Websites with respect to such Campaign. Following the payment to you of all Commissions due at such time of termination of the Campaign (if applicable), the Company shall have no obligation to make any further payments to you.
10. 4.10 An internet user shall not qualify as a Money Player for any of the 888 Sites, if that internet user has previously registered an account with any of the 888 Sites or any website or application operated by the Company or any Group Company and the Company shall not be liable to pay a Commission with respect to such internet user.
11. 4.11 For the avoidance of doubt, we shall not owe you a double payment of Commission for any Campaign, so by way of example, if a CPR Campaign is run, we will only pay a Commission with respect to when an internet user becomes a Money Player with respect to such campaign, if a CPA Campaign is run at a later date or concurrently, we shall not pay a Commission if such internet user then becomes a Money Player in relation to CPA Campaign.
12. 4.12 With respect to a CPI Campaign, CPA Campaign, Revenue Share Only Campaign, Hybrid Campaign and CPR Campaign, we may at any time limit the number of Money Players generated in any day, week or month as notified by us to you via email (“Campaign Limits”). We may amend such Campaign Limits as notified by us to you via email. The Campaign Limits shall not apply retroactively to any Money Players (as applicable to the relevant Campaign) generated by the Publisher subject to the terms of the Agreement as at the date the Campaign Limits are applied and shall only apply to any new Money Players generated under the Campaign going forward from the date on which the Campaign Limits are applied.
13. 4.13 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 entity or the relatives of such individuals) are eligible to become Leads or Money Players. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
14. 4.14 The number of Money Players per individual: (i) household; (ii) computer terminal; (iii) mobile device; and (iv) tablet, is strictly limited to one.
15. 4.15 The Company shall not be liable to pay you any Commission which is not generated strictly in accordance with the Campaign Details (as may be amended in accordance with this Agreement) and the terms of this Agreement and the payment of Commission shall always be subject to the terms of this Agreement.
16. 4.16 You acknowledge and accept that the Company's calculation of the number of views, clicks, Leads, Money Players, the amount of Gross Revenue and Commission payable to you shall be the sole and authoritative measurement and shall not be open to review or appeal.
17. 4.17 With respect to a CPI Campaign, CPA Campaign, Revenue Share Only Campaign, Hybrid Campaign and CPR Campaign (as applicable), the Company shall notify you of the number of Leads, Money Players and Gross Revenue (if applicable) through the 888 Information Site. It should be noted that the 888 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 888 Information Site and the Company's records, the Company's records shall have priority.
18. 4.18 The Company's measurements of views in relation to CPM campaign and clicks with respect to a CPC campaign shall be the sole and authoritative tool and shall not be open to review or appeal.
19. 4.19 To ensure accurate tracking, reporting and Commission accrual, you are responsible for ensuring that the Links between the Publisher Websites and the 888 Sites are properly formatted.
20. 4.20 In the event of a conflict between this Agreement and any Campaign Details, this Agreement shall prevail.
21. 4.21 In relation to a CPC or CPM campaign:
  1. (i) In the event that the impressions or clicks are served incorrectly by you in terms of either tag or technical specification, such impressions or clicks shall not count towards the number of impressions or clicks deemed delivered hereunder and we shall not be liable to pay for the same.
  2. (ii) In the event that you use any type of impression auto-refresh delivery system the parties shall discuss whether the use of such system negatively impacts on the commercial benefit for us and accordingly the parties shall discuss in good faith and changes to the commercial terms hereof.
  3. (iii) Throughout the campaign, we shall have the right to request shifting of ordered impressions or clicks not yet received by us to new placements of comparable value, subject to inventory and reasonable discretion.
  4. (iv) You will make best efforts to provide even pacing throughout the campaign period. Pixel and Source ID (Company's in-house tracking parameter) tracking will be implemented as part of this campaign. Upon accumulation of performance data from the pixel and Source ID parameter, you will endeavor to shift and up-weight delivery on the better performing traffic sources/sites.
5 Payment of Commissions
1. 5.1 If the Commission includes a revenue share component, you will receive the applicable share of Gross Revenue as such term is defined below.
2. 5.2 The term "Gross Revenue" shall mean the total of all applicable Money Players’ (for the avoidance of doubt, which are generated under a Revenue Share Only Campaign or a Hybrid Campaign (as applicable)) 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, bonus, 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 Upublisher 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:
  2. (A/B) x C
  4. 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.
  6. 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 Overlay" 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 Publisher’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 marketing partners 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 Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component which relates to revenues generated on the 888Poker Site, shall only be payable for a maximum period of 24 months from the date on which the applicable internet user qualifies as a Lead (the "Maximum Payment Period"). The parties may agree by email to amend the Maximum Payment Period with respect to a Revenue Share Only Campaign or a Hybrid Campaign. Any amendment to the Maximum Payment Period shall not apply retroactively to any Money Players generated by the Publisher subject to the terms of the Agreement as at the date the Maximum Payment Period is amended and shall only apply to the Campaign going forward from the date the amendment is agreed. For the avoidance of doubt, the Company shall not be liable to pay any Commission past the effective date of termination 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, with respect to a Campaign, 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 verifying all your beneficiaries and your Payment Account at any time, including upon registration and 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 with immediate effect.
12. 5.12 The Company reserves the right to take action against you or the Money Players should you, any Additional Publisher or any Money Players show patterns of manipulating or abusing the Upublisher Scheme in any way whatsoever. If the Company determines that such conduct is being undertaken, we may retain 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 888 Sites; and (ii) if at the conclusion of a calendar month the Commission generated by such Money Players 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 and/or any other payment payable to you by the Company and/or 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 and you shall pay the Company such amount immediately.
14. 5.14 The Company will generally not apply the Policy to its 888Sport Site, 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 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.
16. 5.16 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.
17. 5.17 The Company reserves the right to reduce your Commission relating to a specific 888 Site in the event that you fail to generate any Leads on such 888 Site or through a Upublisher Account associated with such 888 Site, for any three (3) consecutive calendar months.
18. 5.18 The Company retains the right to review your activity under this Agreement for possible Fraud, any Additional Publisher’s activity for possible Fraud, the Leads behavior for possible Fraud, the Money Players behavior for possible Fraud or any third party's behavior for possible Fraud. 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 constitutes a breach by you of the Agreement 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.
19. 5.19 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 888 Sites or any website owned and/or operated by a Group Company; (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, any Additional Publisher 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 888 Sites; and (viii) any other act by you, any Additional Publisher or by a Money Player which is reasonably understood to have been committed in bad faith against the Company regardless of whether or not such action has resulted in any type of harm or damage to the Company. In the event of a suspected "rake back" activity on your part or any Additional Publisher (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 terminate your Upublisher Account and you will forfeit any past and future Commissions which have accrued to your benefit.
20. 5.20 With respect to a Revenue Share Only Campaign or Hybrid Campaign, 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 or any of its Group Companies or commercial partners other than the poker, casino, or sport products which are advertised 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 888 Site promoted through the Links in which the respective user qualified as a Lead and Money Player.
21. 5.21 Your Upublisher 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 Upublisher Scheme and you shall be fully responsible for any activities undertaken on your Upublisher 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 Upublisher Account is being misused by a third party and/or any third party has access to your Upublisher Account username or password. For the avoidance of doubt, the Company shall not be liable for any activities undertaken on your Upublisher Account by a third party or for any damages that may arise therefrom.
22. 5.22 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 and you shall ensure that any Additional Publisher immediately ceases 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.
23. 5.23 Without derogating from clause ‎5.22, 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 and you shall ensure that any Additional Publisher immediately ceases marketing to persons in such jurisdictions.
24. 5.24 From the date that the Company or any Group Company ceases to own and/or operate any 888 Site, the Company shall cease to be liable to pay you any Commission with respect to such 888 Site and you shall immediately cease to use the Links and Licensed Materials related to such 888 Site and you shall ensure that any Additional Publisher ceases to use the Links and Licensed Materials related to such 888 Site.
25. 5.25 You acknowledge and agree that we shall not be liable to make any payment whatsoever including without limitation with respect to any Commission to any Additional Publisher and that you are responsible for making all payments to any Additional Publisher.
6 Intellectual Property
1. 6.1 If you are accepted on to the Upublisher Scheme, the Company will grant you a limited, non-transferable, non-exclusive, revocable license with the right to sub license to the Additional Publishers (if applicable), solely for the purpose of placing the Links on the Publisher Websites during the term of a Campaign, 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 and individually, "Licensed Materials"), solely for the purpose of promoting the Sites.
2. 6.2 You are not permitted to modify the Licensed Materials in any way whatsoever and you shall ensure that any Additional Publisher does not modify 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 888 Sites and you shall ensure that any Additional Publisher that you provide the Licensed Materials to shall not use any Licensed Materials for any purpose whatsoever other than promoting the 888 Sites. In any event, you may not use the Licensed Materials nor may any Additional Publisher, without you first submitting a sample of the proposed use to the Company and receiving its prior written consent to such use.
4. 6.4 You and any Additional Publisher 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 and its licensors own all of the Intellectual Property Rights in the Licensed Materials and Links, and you hereby irrevocably assign to the Company and you shall ensure that any Additional Publisher irrevocably assigns to the Company, all present and future Intellectual Property Rights and other rights relating the Licensed Materials and Links, and you will execute and you will ensure that any Additional Publisher 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 the 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 that have been provided or made available to you. 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 nor will any third party acquire, interest or title to the Links or the Licensed Materials by reason of this Agreement or your activities hereunder.
7 Obligations Regarding the Publisher Websites
1. 7.1 You will be responsible for the technical operation of the Publisher Websites and the accuracy and appropriateness of materials posted on the Publisher Websites.
2. 7.2 You agree that the Publisher Websites will not, in any way, copy or resemble the look and feel of the 888 Sites (or any part thereof or any websites of the Group Companies), nor will the impression be created that any of the Publisher Websites are any of the 888 Sites (or any part thereof or the websites 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 the Publisher Websites will contain any content of the 888 Sites or websites 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 and any Additional Publisher are not permitted to register a domain name that includes, incorporates or consists of the Company's, the Group Companies', or its marketing partners 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 clause ‎7.3. 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 Without derogating from clause ‎7.4, upon entering into this Agreement and as a continuing obligation, you will inform the Company of any domain names that any Additional Publisher owns which are in breach of clause ‎7.3. Once the Company becomes aware that such Additional Publisher has registered such a domain name you will be informed and you shall require such third party to transfer the domain name to the Company or an entity nominated by the Company, forthwith and free of charge. THE 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 ensure that the Additional Publisher 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.
6. 7.6 You and any Additional Publisher must never promote the 888 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 and individually the "Prohibited Practices").
7. 7.7 Without derogating from clause ‎‎7.6, you and any Additional Publisher will not use any unsolicited or spam messages to promote the 888 Sites or any websites owned or operated by any of the Group Companies.
8. 7.8 If the Company receives a complaint that you and/or any Additional Publisher have been engaging in any Prohibited Practices and/or sending spam messages or unsolicited 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 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 and you will ensure that any Additional Publisher ceases engaging in, Prohibited Practices and/or sending spam messages (as applicable) and you shall 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 Upublisher 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. Nothing stated or omitted herein shall in any manner prejudice any such rights.
9. 7.9 You undertake to immediately comply with and you undertake that any Additional Publisher immediately complies with, all instructions, policies and guidelines provided by the Company or which is published on the 888 Information Site or which is linked to through your Upublisher Account, in relation to your and any Additional Publisher's activities in marketing and promoting the 888 Sites including, without limitation, any instruction received from the Company requesting the posting on the Publisher Websites information regarding new features and promotions on the 888 Sites. If you are in breach of the foregoing, the Company may terminate this Agreement and your participation in the Upublisher Scheme immediately and/or withhold any Commission otherwise owed to you and shall no longer be liable to pay such Commission to you.
10. 7.10 You will ensure that the Publisher 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 the Publisher 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.
11. 7.11 You hereby acknowledge that your conduct as a marketing partner and any the conduct of any Additional Publisher has the potential to cause substantial damage to the Company's and the 888 Sites' reputation and goodwill, and you undertake at all times to consider the goodwill and reputation of the Company and the 888 Sites and to act in an appropriate manner.
12. 7.12 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 and you shall ensure that any Additional Publisher conducts themselves, in so far as you or any Additional Publisher carries out activities on behalf of 888 UK Limited which relate to the activities licensed by the Gambling Commission of Great Britain, as if you and the Additional Publisher are bound by the terms of the LCCP and the same codes of practice as 888 UK Limited.
13. 7.13 You shall provide such information to the Company (and co-operate with all requests and investigations) as the Company may reasonably require in order 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.
14. 7.14 At all times during the term, and in particular when marketing the 888 Sites to customers in Great Britain, you agree to comply with and you shall ensure that any Additional Publisher complies 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';
  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.
15. 7.15 Without prejudice to the generality of the foregoing, in advertising the 888 Sites, you agree to comply with and you shall ensure that any Additional Publisher complies with the following:
  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 an 888 Site is in compliance with clause ‎7.12. Any failure or delay in responding to you does not constitute consent from the Company;
  3. (iii) only use the Designated Materials provided by or on behalf of the Company to you pursuant to this Agreement, made available to you through the 888 Information Site or in connection with the Upublisher Scheme; and
  4. (iv) only use the Links and Licensed Materials to link to the 888 Sites and to not link directly to registration or download pages.
16. 7.16 You and any Additional Publisher must never advertise the 888 Sites on any social media platform including without limitation on Instagram, Facebook, Instagram, Snapchat, Youtube. For the avoidance of doubt, the advertising of the 888 Sites on Twitter shall always be subject to clause ‎3.12.
17. 7.17 In the event that the Links are displayed on any application, you must exclude and you shall ensure that any Additional Publisher excludes Kids and Family categories.
8 Term of the Agreement
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 If you do not log into your Upublisher Account for 90 consecutive days, we may terminate this Agreement without notice to you.
4. 8.4 The Company may terminate this Agreement on written notice to you in the event that: (i) you or any Additional Publisher carries out any action which the Company reasonably believes will expose the Company or any Group Company to legal, regulatory or economic, repercussions in any jurisdiction; (ii) the Company reasonably believes that you or any Additional Publisher have breached Applicable Laws; (iii) the Company or any Group Company is ordered or required by a Regulator, to terminate its relationship with you or any Additional Publisher; or (iv) you breach any of the terms of Agreement or of any Campaign.
5. 8.5 In the event of such termination of the Agreement under clauses ‎2.2 or ‎8.4, the Company may retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay any further Commission to you.
6. 8.6 Upon the termination of this Agreement for any reason, all licenses granted in this Agreement shall terminate and you shall immediately cease using and you shall ensure that any Additional Publisher shall immediately cease using the Designated Materials. Furthermore you shall at our discretion return to us or destroy any Confidential Information disclosed to you. Following the termination of this Agreement and the Company’s payment to you of all Commissions due at such time of termination (if applicable), the Company shall have no obligation to make any further payments to you.
7. 8.7 For the avoidance of any doubt any live Campaign which is being run by the Publisher will automatically terminate on the termination of the Agreement.
9 Modification
1. 9.1 The Company may modify any of the terms and conditions contained in this Agreement, at any time at its sole discretion. You agree that: (i) posting a change of terms notice on your Upublisher Account; or (ii) posting a new version or modified version of the Agreement which is linked to through Upublisher Account, is considered sufficient provision of notice and such modifications shall be effective as of the date of posting.
2. 9.2 Modifications may include, but are not limited to, changes to the list of the 888 Sites and payment procedures. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Upublisher Scheme following the: (i) posting a change of terms notice on your Upublisher Account; or (ii) posting a new version or modified version of the Agreement which is linked to through Upublisher Account, will constitute binding acceptance by you of the change. Due to the above, you should frequently visit your Upublisher Account and review the terms and conditions of this Agreement.
10 Limitation of Liability
1. 10.1 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. 10.2 The Company shall not be liable (in contract, tort (including negligence) or for breach of statutory duty or in any other way) for any: (i) actual or expected indirect, special or consequential loss or damage; (ii) loss of opportunity or loss of anticipated savings; (iii) loss of contracts, business, profits or revenues; (iv) loss of goodwill or reputation; and/or (v) loss of data.
3. 10.3The 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) and/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. 10.4 You acknowledge and agree that the limitations contained in this clause 10 are reasonable in the circumstances and that you have taken independent legal advice regarding the same.
11 Relationship of the 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 UPUBLISHERS SCHEME OR THE 888 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 888 SITES OR THE 888 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 the Company the following:
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 its terms;
2. (ii) all the information provided by you to us are true and accurate;
3. (iii) you entering into such and the performance by you of your obligations under this Agreement will not conflict with or violate any Applicable Laws or agreement to which you are subject to;
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 Upublisher 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) none of the Publisher Websites are designed to appeal to individuals under the age of 18;
7. (vii) you will immediately comply and any Additional Publisher shall immediately comply with all instructions and guidance as may be notified or made available to you by the Company;
8. (viii) you and any Additional Publisher will comply with Applicable Laws; and
9. (ix) you and any Additional Publisher will not use any database to market or promote the 888 Sites;
10. (x) you shall not and any Additional Publisher shall not modify any materials provided by us or made available by us which includes without limitation the Designated Materials;
11. (xi) when marketing the 888 Sites you and any Additional Publisher shall only use the most up to date Designated Materials provided by us or made available by us;
12. (xii) you shall comply with and any Additional Publisher shall comply with the UK Marketing Guidelines when marketing to person located in the United Kingdom; and
13. (xiii) you shall comply with and any Additional Publisher shall comply with our Anti-Spam Ethical Marketing Policy; and
14. (xiv) the Publisher Websites shall comply with Applicable Laws.
14 Confidentiality
1. 14.1The Company may disclose Confidential Information to you as a result of your participation as a marketing partner within the Upublisher Scheme.
2. 14.2You 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. 14.3Without derogating from clause ‎14.3, during the term of the Agreement and thereafter, you shall not and any Additional Publisher 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 888 Sites or the Upublisher Scheme.
4. 14.4The Company may disclose Confidential Information to you as a result of your participation as a marketing partner within the Upublisher 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 (collectively and individually 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, incurred and/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 or any Additional Publisher under this Agreement;
2. (ii) any breach by you of clauses ‎2, ‎3, ‎4, ‎6, ‎7, ‎13 and/or ‎14;
3. (iii) any claim related to your use or any Additional Publisher’s use, of the Links or Licensed Materials or promotion of the 888 Sites, on the Twitch Platform;
4. (iv) any breach by you of any of the representations, undertakings, covenants or warranties made by you under this Agreement;
5. (v) the development, operation, maintenance, and content of the Publisher Websites or any materials, products or services linked to therein;
6. (vi) any claim from any Additional Publisher;
7. (vii) any act or omission of an Additional Publisher;
8. (viii) any claim from the operator or owner of the Publisher Websites;
9. (ix) a breach by you of any other provisions of this Agreement;
10. (x) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Publisher Websites; and/or
11. (xi) any claim related to any Additional Publisher’s entitlement to use or the display of the Links or Licensed Materials on the Publisher Websites.
16 Anti-Bribery and Corruption
1. 16.1 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. 16.2 In submitting an Application for enrolment in the Upublisher 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 or otherwise.
3. 16.3 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. 17.1 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. 17.2 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. 17.3 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. 17.4 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. 17.5 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.
18 Miscellaneous
1. 18.1 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.
2. 18.2 You shall remain fully liable to the Company and its Group Companies for any act or omission by any Additional Partner.
3. 18.3 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 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.
4. 18.4 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 Upublisher Scheme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
5. 18.5 Without derogating from the rights of the Company under this Agreement or by law, the Company or any of the Group Companies may set off any amount which you owe to it pursuant to this Agreement or by law from any sum that you are entitled to receive from the Company or any of the Group companies, from whatever source.
6. 18.6 You may not transfer, assign, sublicense or pledge this Agreement in whole or in part, by operation of law or otherwise, without our express prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. 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.
7. 18.7 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.
8. 18.8 The Publisher acknowledges and agrees that this Agreement does not grant the Publisher exclusivity in the provision of any service (including without limitation the services provided by the Publisher herein) to the Company or any Group Company and that the Company and the Group Companies may, both during the term and thereafter, contract with any other person or entity (including without limitation any person or entity competing with the Publisher) to obtain any service including without limitation, services of the same type and nature as the services provided by the Publisher under this Agreement.
9. 18.9 Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a court in Gibraltar, 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.
10. 18.10 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.
11. 18.11 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.
12. 18.12 Other than with respect to the Group Companies, any person or entity who is not a party to this Agreement, shall not be able to enforce or to enjoy the benefit of any term of this Agreement.
13. 18.13 The headings in this Agreement are for ease of reference only and shall not affect its construction.
14. 18.14 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 ‎7.4, ‎7.5, (if applicable), ‎8.4 (if applicable), ‎8.6, ‎10, ‎12, ‎14, ‎15 and this clause ‎18 shall survive termination of this Agreement.