Terms & Conditions

Uffiliate Scheme Affiliate Agreement

This agreement (the "Agreement") contains the complete terms and conditions between Virtual Marketing Services (Gibraltar) Limited (the "Company", "we" or "our"), and you ("you" and "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 including without limitation emails and SMS, 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;
      6. (vi) "Gross Revenue" has the meaning given in clause ‎5.2;
      7. (vii) "Group Company" 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;
      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;
      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; and
      16. (xvi) "Sub-Affiliate" means an affiliate introduced to the Company by you.

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. 2.2 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 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 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 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.
   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.
   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 Site 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 Group Companies' (or the affiliates of the same) trade marks 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 in the list found here. You undertake to check this list on the 10^th day of each calendar month.
   13. 3.13 You will immediately comply with all of the Company's instructions 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.
   14. 3.14 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").
   15. 3.15 Without derogating from clauses ‎3.3, ‎3.8 and ‎3.14, 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, 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.
       1. 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.
       2. 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.
   16. 3.16 You 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) 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 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 and 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 ‎3.17, shall in any way derogate from Section ‎3.9.
   18. 3.18 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.

   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 above, 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 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, 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 that is located at http://affiliates.888.com/. 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 commission payable to you under this Agreement is as set out at http://affiliates.888.com/en/commissions/ (the "Commission"), and may be modified in accordance with the terms of this Agreement. 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.
   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, 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 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.
   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. 
         
      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.
      5. 
         
      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 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 orand 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 entity in the Company's group. 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 and bingo sites, 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. 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.
   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 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 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 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 (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 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 or any of its affiliated entities or commercial partners other than the poker, casino, sport or bingo 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, trade marks, 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 and its 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 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 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 websites of any of the Group Companies or any materials which are proprietary to the Company or its affiliates or 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, the Group Companies' or its affiliates' trade marks or any domain name that is confusingly or materially similar to such trade marks.
   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 located in the United Kingdom 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. 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 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 7.8 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 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';
       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, 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 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; and
       4. (iv) only use the Links and Licensed Materials to link to the Sites and to not link directly to registration or download pages.
   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.
   4. 8.4 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. 8.5Without 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 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 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. 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 at http://affiliates.888.com/ 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; 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 Confidentiality

   1. 15.1 The Company 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. 16.1 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 clauses 2, 3, 4, 6 7 or 15;
      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;
      6. (vi) a breach by you of any other provisions of this Agreement; and
      7. (vii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Websites.
   2. 16.2 The provisions of this clause ‎16 shall survive termination of this Agreement howsoever arising.

   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 that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against 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 http://affiliates.888.com/.
   6. 21.6 Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a Gibraltarian 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.
   7. 21.7 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.
   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.

   22 Language Discrepancies

   1. 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.

888 Spain

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/. 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 Website(s) 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 withhold any past or future Commissions which have accrued or which shall accrue to your benefit as well as reject your application or 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.

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 Website(s) 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 Website(s), provided you abide by the terms and conditions of this Agreement and that you possess the legal right to use the Affiliate Website(s) 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 Website(s) 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 Website(s) 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 including, without limitation, the use of spam messages.
   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 regulations and the Company's or its affiliate'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 approval from the Company for the Promotion and in the event that you do not receive our approval 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.
   5. 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.
   6. 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.
   7. You 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) suggest or apply peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggest gambling is a “rite of passage”.
   8. 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. 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 affiliate's 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 entity within the Company's group (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".

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 Website(s) 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 Website(s) 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 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 may add from time to time per territory at our discretion.
      2. For Revenue Share trackers: plays on any of the Sites.
         
   3. Neither you nor your relatives are eligible to become Leads or Money Players and should you or they do so you will not be eligible to receive the Commission and such attempt on your part shall be considered a fraudulent act against the Company. For this purpose, 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 that is located at http://affiliates.888.com/ ("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 commission scheme shall be as set out on http://affiliates.888.com/en/commissions/ (the "Commission"), and may be modified in accordance with the terms of this Agreement. For any scheme containing a revenue share component, you will receive the applicable percentage of Gross Revenue as such term is defined below and subject to the terms herein.
      
      For these purposes the term "Gross Revenue" shall mean Money Players' contribution to poker table game rake and poker tournament fees (excluding the prizes) plus the sum of Money Players' settled bets on non-poker games (excluding any contributions to progressive jackpots), less the winnings of Money Players on non-poker games (other than cashed-out progressive jackpot winning amounts), less any credits, bonus, bonus points or other promotional amounts given to Money Players, less any Tournament Overlays, less any returned transactions or any uncollectible (or refunded) revenue attributable to a Money Player (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 a Money Player, less any licensing fees, applicable gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over the Company.
      
      A Money Player's contribution to poker table game "rake" shall be determined by multiplying the quotient obtained when dividing the actual amount to a hand contributed by the Money Player by the total bet of each hand, by the total "rake" of the hand in question. For example, if the Money Player's contribution to the hand is two Dollars ($2.00) and the total bet in the hand is ten Dollars ($10.00) and the "rake" of the hand in question is one Dollar ($1.00), the Money Player's contribution to the rake will be twenty cents ($0.20). Nevertheless, we reserve 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 Overlay" means the applicable portion as determined by the Company of the total sum of shortfalls (if any) between the guaranteed prize 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).
      
      For avoidance of doubt, the Company shall be under no obligation to pay any commissions under any Commission scheme with respect to Money Players which were blocked or suspended by the Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, the Company may deduct from Gross Revenue any or all charges or expenses attributable to blocked or suspended Money Players.
      
      
   2. 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.
      
   3. Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component with respect to 888poker.es 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 and in any event only during the term of this Agreement. 
   4. 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. 
   5. 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.
   6. 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.
   7. 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 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. 
   8. The Company reserves the right to take action against any Affiliate or its referred 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 relevant Affiliate at such time and thereafter and terminate this Agreement with immediate effect. 
   9. 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 entity in the Company's group or issue an invoice for such negative amount at our discretion.
   10. The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   11. 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.
   12. 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.
   13. 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.
   14. 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 constitutes a breach of this Agreement. 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. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving Commissions and the Company shall not be held liable for your delayed receipt of Commissions due to your provision of inaccurate details.
       
       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 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 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 (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 forfeit any past and future Commissions which have accrued to your benefit.
   15. 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 or any of its affiliated entities or 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.
   16. 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.
   17. 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 and its affiliates' 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 and its affiliates reserve all of the intellectual property rights in the Licensed Materials. 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 Website(s) and the accuracy and appropriateness of materials posted on therein.
   2. You agree that your Affiliate Website(s) 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 Website(s) will contain any content of the Group Websites or any materials which are proprietary to the Company or its affiliates, 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 and its affiliates' 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 Group Websites. 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. 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 terminate this Agreement and your participation in the Uffiliates Scheme immediately and/or withhold any past or future Commissions which have accrued or which shall accrue to your benefit.
      
      
   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 or future Commissions which have accrued or which shall accrue to your benefit.
      
      You will indemnify and hold the Company, its affiliates 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. 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.

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.
   4. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Website(s), 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. 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

    WE MAKE 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, WE MAKE 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 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, any entity in the Company's group, the Sites, the Group Websites or the Uffiliates Scheme.

15. Indemnification

    You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, affiliates, 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; or (ii) any claim related to your Affiliate Website(s), or (iii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Website(s). 

16. 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 info@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.

17. 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.

18. 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.

19. 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 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.
    4. The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any entity within the same corporate group as the 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 affiliates.888.com/.
    5. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a Gibraltarian 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.
    6. 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.

20. 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 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.

888.it

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Virtual Marketing Services (Gibraltar) Limited (the "Company" or "we" or "us" or "our"), and you, regarding your application to participate as an affiliate (an "Affiliate", "you" or "your") 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/. 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 Website(s) 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 Website(s) 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 withhold any past or future Commissions which have accrued or which shall accrue to your benefit as well as reject your application or 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.

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 Website(s) 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 possibly other content 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 Website(s), provided you abide by the terms and conditions of this Agreement and that you possess the legal right to use the Affiliate Website(s) 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 Website(s) 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 with the Company's or its affiliates' (the "Company’s Group") 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 approval 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.
   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 Website(s) 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.

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 Website(s) 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 Website(s) 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 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 may add from time to time at our discretion.
      2. For Revenue Share trackers: plays on any of the Sites. 
   3. Neither you nor your relatives are eligible to become Leads or Money Players and should you or they do so you will not be eligible to receive the Commission and such attempt on your part shall be considered a fraudulent act against the Company. For this purpose, 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 Leads, 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 that is located at http://affiliates.888.com/ ("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 commission scheme shall be as set out on http://affiliates.888.com/en/commissions (the "Commission"), and may be modified in accordance with the terms of this Agreement. For any scheme containing a revenue share component, you will receive the applicable percentage of Gross Revenue as such term is defined below and subject to the terms herein.
      
      For these purposes the term "Gross Revenue" shall mean the total of all applicable Money Players' contribution to poker table game rakes and poker tournament fees (excluding the prizes) plus the sum of Money Players' settled bets on non-poker games (excluding any contributions to progressive jackpots), less the winnings of Money Players on non-poker games (other than cashed-out progressive jackpot winning amounts), less any credits, bonus, bonus points or other promotional amounts given to Money Players, less any Tournament Overlays less any returned transactions or any uncollectible (or refunded) revenue attributable to a Money Player (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 a Money Player, less any licensing fees, applicable gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over the Company or the Company's Group.
      A Money Player's contribution to poker table game "rake" shall be determined by multiplying the quotient obtained when dividing the actual amount to a hand contributed by the Money Player by the total bet of each hand, by the total "rake" of the hand in question. For example, if the Money Player's contribution to the hand is two Dollars ($2.00) and the total bet in the hand is ten Dollars ($10.00) and the "rake" of the hand in question is one Dollar ($1.00), the Money Player's contribution to the rake will be twenty cents ($0.20). Nevertheless, we reserve 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 Overlay" means the applicable portion as determined by the Company of the total sum of shortfalls (if any) between the guaranteed prize 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).
      
      For avoidance of doubt, the Company shall be under no obligation to pay any commissions under any Commission scheme with respect to Money Players which were blocked or suspended by the Company or the Company's Group's for any reason (including for reasons of fraud or any failure to validate the end-user account). However, the Company may deduct from Gross Revenue any or all charges or expenses attributable to blocked or suspended Money Players.
   2. 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.
   3. Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component with respect to 888poker.it Site, shall only be payable for a maximum period of 36 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.
   4. 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. 
   5. 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.
   6. 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.
   7. 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 upon registration, to comply with the Company’s policies with regards to its legal and regulatory obligations 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. 
   8. The Company reserves the right to take action against any Affiliate or its referred 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 relevant Affiliate at such time and thereafter and terminate this Agreement with immediate effect. 
   9. 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 entity in the Company's Group or issue an invoice for such negative amount at our discretion.
   10. The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   11. 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.
   12. 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.
   13. 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.
       
       
       
   14. 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 constitutes a breach of this Agreement. In case of such breach, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive and the Company will not pay any Commissions which have accrued to your benefit at such time in relation to same whether such Commissions were generated through Fraud or otherwise. 
       
       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 Lead or a Money Player in relation to their initial deposit; (iii) collusion on the part of the Money Player with any other player on any other site or application owned or operated by any entity within the Company's Group (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 Site; and (viii) any other act by you or by a Lead or 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 (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 forfeit any past and future Commissions which have accrued to your benefit.
       
       You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving Commissions and the Company shall not be held liable for your delayed receipt of Commissions due to your provision of inaccurate details.
       
       
   15. 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 or any of its affiliated entities or 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.
   16. 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.
   17. 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 and any of the Company’s Group 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. 
   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 Website(s) is in any way related to or has originated from the Company or the Company’s Group instead of the Affiliate.
   5. The Company and any other member in the Company’s Group reserve all of the intellectual property rights in the Licensed Materials. 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 are and will be solely responsible for the technical operation of your Affiliate Website(s) 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 Website(s) 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 Website(s) will contain any content of the Group Websites or any materials which are proprietary to the Company or the Company's Group, except (i) should you have received our prior and written 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 and the Company's Group 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 Group Websites. 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. 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 or your emails 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/or your participation in the Uffiliates Scheme immediately and withhold any past or future Commissions which have accrued or shall accrue to your benefit.
   7. You undertake to immediately comply with any possible 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 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 or future Commissions which have accrued or which shall accrue to your benefit.
      
      You will indemnify and hold the Company, the Company's Group 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 contents of your Affiliate Websites or any materials, products or services linked to therein. 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.
   8. 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 the Company's Group, 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.

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, the Company's Group or their products;( b) your 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.
   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.
   5. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Website(s), 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. 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. Notwithstanding the above, no limitation of liability will occur for death or injury caused by our negligence.

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

    WE MAKE 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, WE MAKE 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 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, any member in the Company's group, 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, affiliates, successors and assigns including any entity in the Company’s Group (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 Website(s) or activity undertaken with regards to the Sites, or (iii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Website(s).  

16. 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 info@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.

17. 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.

18. 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.

19. 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. 
    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. With regard to this limitation this Agreement will be compulsory, effective and enforceable by the parties, their 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.
    4. The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any entity within the same corporate group as the 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 http://affiliates.888.com/. 
    5. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a Gibraltarian 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.
    6. 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.
    7. 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.

20. 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.

888.dk

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Virtual Marketing Services (Gibraltar) Limited (the "Company" or "we" or "us" or "our"), and you, regarding your application to participate as an affiliate (an "Affiliate", "you" or "your") 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" (together 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, 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/. 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 Website(s) 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 withhold any past or future Commissions which have accrued or which shall accrue to your benefit as well as reject your application or 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.

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 Website(s) 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 Website(s), provided you abide by the terms and conditions of this Agreement and that you possess the legal right to use the Affiliate Website(s) 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 Website(s) 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 Website(s) 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 including, without limitation, the use of spam messages. 
   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 with the Company's or its affiliate'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 approval from the Company for the Promotion and in the event that you do not receive our approval 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.
   5. 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.
   6. 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. 
   7. You 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) suggest or apply peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggest gambling is a “rite of passage”.
   8. 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. 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 affiliate's 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 entity within the Company's group (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". 

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 Website(s) 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 Website(s) 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 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 may add from time to time per territory at our discretion
      2. For Revenue Share trackers: plays on any of the Sites.
   3. Neither you nor your relatives are eligible to become Leads or Money Players and should you or they do so you will not be eligible to receive the Commission and such attempt on your part shall be considered a fraudulent act against the Company. For this purpose, 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 that is located at affiliates.888.com/. 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 commission scheme shall be as set out on http://affiliates.888.com/en/commissions/  (the "Commission"), and may be modified in accordance with the terms of this Agreement. For any scheme containing a revenue share component, you will receive the applicable percentage of Gross Revenue as such term is defined below and subject to the terms herein. 
      For these purposes the term "Gross Revenue" shall mean Money Players' contribution to poker table game rake and poker tournament fees (excluding the prizes) plus the sum of Money Players' settled bets on non-poker games (excluding any contributions to progressive jackpots), less the winnings of Money Players on non-poker games (other than cashed-out progressive jackpot winning amounts), less any credits, bonus, bonus points or other promotional amounts given to Money Players, less any Tournament Overlays, less any returned transactions or any uncollectible (or refunded) revenue attributable to a Money Player (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 a Money Player, less any licensing fees, applicable gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over the Company
      
      A Money Player's contribution to poker table game "rake" shall be determined by multiplying the quotient obtained when dividing the actual amount to a hand contributed by the Money Player by the total bet of each hand, by the total "rake" of the hand in question. For example, if the Money Player's contribution to the hand is two Dollars ($2.00) and the total bet in the hand is ten Dollars ($10.00) and the "rake" of the hand in question is one Dollar ($1.00), the Money Player's contribution to the rake will be twenty cents ($0.20). Nevertheless, we reserve 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 Overlay" means the applicable portion as determined by the Company of the total sum of shortfalls (if any) between the guaranteed prize 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). 
      
      For avoidance of doubt, the Company shall be under no obligation to pay any commissions under any Commission scheme with respect to Money Players which were blocked or suspended by the Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, the Company may deduct from Gross Revenue any or all charges or expenses attributable to blocked or suspended Money Players.
   2. 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. 
   3. Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component with respect to the 888poker.dk, 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.
   4. 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. 
   5. 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.
   6. 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.
   7. 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 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. 
   8. The Company reserves the right to take action against any Affiliate or its referred 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 relevant Affiliate at such time and thereafter and terminate this Agreement with immediate effect. 
   9. 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 entity in the Company's group or issue an invoice for such negative amount at our discretion. 
      
      With respect to the brand 888Sport we generally shall NOT apply such negative carry over but may do so at our 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. 
      
      
   10. The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   11. 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.
   12. 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. 
   13. 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.
   14. 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 constitutes a breach of this Agreement. 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. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving Commissions and the Company shall not be held liable for your delayed receipt of Commissions due to your provision of inaccurate details. 
       
       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 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 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 (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 forfeit any past and future Commissions which have accrued to your benefit. 
       
       
   15. 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 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 or any of its affiliated entities or 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.
   16. 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.
   17. 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 and its affiliates' 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 and its affiliates reserve all of the intellectual property rights in the Licensed Materials. 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 Website(s) and the accuracy and appropriateness of materials posted on therein.
   2. You agree that your Affiliate Website(s) 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 Website(s) will contain any content of the Group Websites or any materials which are proprietary to the Company or its affiliates, 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 and its affiliates' 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 Group Websites. 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 compliant. 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. 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 terminate this Agreement and your participation in the Uffiliates Scheme immediately and/or withhold any past or future Commissions which have accrued or which shall accrue to your benefit.
   7. You undertake to immediately comply with all instructions and guidelines provided by the 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, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past or future Commissions which have accrued or which shall accrue to your benefit.
      
      You will indemnify and hold the Company, its affiliates 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. 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. 

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.
   4. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Website(s), 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. 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 at http://affiliates.888.com/ 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

    WE MAKE 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, WE MAKE 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 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, any entity in the Company's group, the Sites, the Group Websites or the Uffiliates Scheme.

15. Indemnification

    You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, affiliates, 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; or (ii) any claim related to your Affiliate Website(s), or (iii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Website(s). 

16. 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 info@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.

17. 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.

18. 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.

19. 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 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.
    4. The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any entity within the same corporate group as the 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 affiliates.888.com/.
    5. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a Gibraltarian 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
    6. 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.

20. 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 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.

888.se

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Virtual Marketing Services (Gibraltar) Limited (the "Company" or "we" or "us" or "our"), and you, regarding your application to participate as an affiliate (an "Affiliate", "you" or "your") 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" (together 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, 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/. 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 Website(s) 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 withhold any past or future Commissions which have accrued or which shall accrue to your benefit as well as reject your application or 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.

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 Website(s) 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 Website(s), provided you abide by the terms and conditions of this Agreement and that you possess the legal right to use the Affiliate Website(s) 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 Website(s) 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 Website(s) 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 including, without limitation, the use of spam messages.
   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 or its affiliate'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 approval from the Company for the Promotion and in the event that you do not receive our approval 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.
   5. 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.
   6. 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.
   7. You 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) suggest or apply peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggest gambling is a “rite of passage”.
   8. 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. 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 affiliate's 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 entity within the Company's group (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".

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 Website(s) 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 Website(s) 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 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 may add from time to time per territory at our discretion
      2. For Revenue Share trackers: plays on any of the Sites.
   3. Neither you nor your relatives are eligible to become Leads or Money Players and should you or they do so you will not be eligible to receive the Commission and such attempt on your part shall be considered a fraudulent act against the Company. For this purpose, 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 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 that is located at affiliates.888.com/. 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 commission scheme shall be as set out on http://affiliates.888.com/en/commissions/ (the "Commission"), and may be modified in accordance with the terms of this Agreement. For any scheme containing a revenue share component, you will receive the applicable percentage of Gross Revenue as such term is defined below and subject to the terms herein. For these purposes the term "Gross Revenue" shall mean Money Players' contribution to poker table game rake and poker tournament fees (excluding the prizes) plus the sum of Money Players' settled bets on non-poker games (excluding any contributions to progressive jackpots), less the winnings of Money Players on non-poker games (other than cashed-out progressive jackpot winning amounts), less any credits, bonus, bonus points or other promotional amounts given to Money Players, less any Tournament Overlays, less any returned transactions or any uncollectible (or refunded) revenue attributable to a Money Player (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 a Money Player, less any licensing fees, applicable gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over the Company.
      
      A Money Player's contribution to poker table game "rake" shall be determined by multiplying the quotient obtained when dividing the actual amount to a hand contributed by the Money Player by the total bet of each hand, by the total "rake" of the hand in question. For example, if the Money Player's contribution to the hand is two Dollars ($2.00) and the total bet in the hand is ten Dollars ($10.00) and the "rake" of the hand in question is one Dollar ($1.00), the Money Player's contribution to the rake will be twenty cents ($0.20). Nevertheless, we reserve 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 Overlay" means the applicable portion as determined by the Company of the total sum of shortfalls (if any) between the guaranteed prize 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).
      
      For avoidance of doubt, the Company shall be under no obligation to pay any commissions under any Commission scheme with respect to Money Players which were blocked or suspended by the Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, the Company may deduct from Gross Revenue any or all charges or expenses attributable to blocked or suspended Money Players.
   2. 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.
   3. Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component with respect to the 888poker.se, 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.
   4. 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.
   5. 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.
   6. 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.
   7. 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 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.
   8. The Company reserves the right to take action against any Affiliate or its referred 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 relevant Affiliate at such time and thereafter and terminate this Agreement with immediate effect.
   9. 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 entity in the Company's group or issue an invoice for such negative amount at our discretion.
      
      With respect to the brand 888Sport we generally shall NOT apply such negative carry over but may do so at our 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.
   10. The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   11. 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.
   12. 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.
   13. 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.
   14. 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 constitutes a breach of this Agreement. 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. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving Commissions and the Company shall not be held liable for your delayed receipt of Commissions due to your provision of inaccurate details.
       
       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 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 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 (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 forfeit any past and future Commissions which have accrued to your benefit.
   15. 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 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 or any of its affiliated entities or 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.
   16. 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.
   17. 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 and its affiliates' 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 and its affiliates reserve all of the intellectual property rights in the Licensed Materials. 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 Website(s) and the accuracy and appropriateness of materials posted on therein.
   2. You agree that your Affiliate Website(s) 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 Website(s) will contain any content of the Group Websites or any materials which are proprietary to the Company or its affiliates, 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 and its affiliates' 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 Group Websites. 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 compliant. 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. 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 organisation 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.
   7. 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 terminate this Agreement and your participation in the Uffiliates Scheme immediately and/or withhold any past or future Commissions which have accrued or which shall accrue to your benefit.
   8. You undertake to immediately comply with all instructions and guidelines provided by the 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, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past or future Commissions which have accrued or which shall accrue to your benefit.
      
      You will indemnify and hold the Company, its affiliates 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. 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.

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.
   4. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Website(s), 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. 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 at http://affiliates.888.com/ 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.

    WE MAKE 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, WE MAKE 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 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, any entity in the Company's group, 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, affiliates, 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; or (ii) any claim related to your Affiliate Website(s), or (iii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Website(s).

16. 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 info@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.

17. 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..

18. 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.

19. Miscellaneous.

    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.
    
    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.
    
    You may not assign this Agreement, 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.
    
    The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any entity within the same corporate group as the 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 affiliates.888.com/.
    
    Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a Gibraltarian 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
    
    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.

20. 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 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.

888.pt

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Virtual Marketing Services (Gibraltar) Limited (the "Company" or "we" or "us" or "our"), and you, regarding your application to participate as an affiliate (an "Affiliate", "you" or "your") 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"). 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/. 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 Website(s) 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 withhold any past or future Commissions which have accrued or which shall accrue to your benefit as well as reject your application or 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.

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 Website(s) 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 Website(s), provided you abide by the terms and conditions of this Agreement and that you possess the legal right to use the Affiliate Website(s) 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 Website(s) 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 Website(s) 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 including, without limitation, the use of spam messages.
   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 or its affiliate'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 approval from the Company for the Promotion and in the event that you do not receive our approval 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.
   5. 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.
   6. 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.
   7. You 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) suggest or apply peer pressure to gamble or that abstention from gambling is disparaging; or (iv) suggest gambling is a “rite of passage”.
   8. 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. 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 affiliate's 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 entity within the Company's group (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".

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 Website(s) 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 Website(s) 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 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 may add from time to time per territory at our discretion.
      2. For Revenue Share trackers: plays on any of the Sites.
   3. Neither you nor your relatives are eligible to become Leads or Money Players and should you or they do so you will not be eligible to receive the Commission and such attempt on your part shall be considered a fraudulent act against the Company. For this purpose, 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 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.
   6. We shall make the number of your Money Players and the relevant Gross Revenue figures available to you through the Uffiliates Information Site that is located at http://affiliates.888.com/. 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 commission scheme shall be as set out on http://affiliates.888.com/en/commissions/”), and may be modified in accordance with the terms of this Agreement. For any scheme containing a revenue share component, you will receive the applicable percentage of Gross Revenue as such term is defined below and subject to the terms herein.
      
      For these purposes the term "Gross Revenue" shall mean Money Players’ contribution to poker table game rake and poker tournament fees (excluding the prizes) plus the sum of Money Players’ settled bets on non-poker games (excluding any contributions to progressive jackpots), less the winnings of Money Players on non-poker games (other than cashed-out progressive jackpot winning amounts), less any credits, bonus, bonus points or other promotional amounts given to Money Players, less any Tournament Overlays, less any returned transactions or any uncollectible (or refunded) revenue attributable to a Money Player (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 a Money Player, less any licensing fees, applicable gaming taxes, value added taxes, duties, or similar mandatory payments imposed by any authority having jurisdiction over the Company.
      
      A Money Player's contribution to poker table game "rake" shall be determined by multiplying the quotient obtained when dividing the actual amount to a hand contributed by the Money Player by the total bet of each hand, by the total "rake" of the hand in question. For example, if the Money Player’s contribution to the hand 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). Nevertheless, we reserve 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 Overlay" means the applicable portion as determined by the Company of the total sum of shortfalls (if any) between the guaranteed prize 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).
      
      For avoidance of doubt, the Company shall be under no obligation to pay any commissions under any Commission scheme with respect to Money Players which were blocked or suspended by the Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, the Company may deduct from Gross Revenue any or all charges or expenses attributable to blocked or suspended Money Players.
   2. 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.
   3. Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component with respect to the 888poker.pt, 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.
   4. 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.
   5. 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.
   6. 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.
   7. 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 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.
   8. The Company reserves the right to take action against any Affiliate or its referred 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 relevant Affiliate at such time and thereafter and terminate this Agreement with immediate effect.
   9. 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 entity in the Company’s group or issue an invoice for such negative amount at our discretion.
   10. The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   11. 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.
   12. 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.
   13. 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.
   14. 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 constitutes a breach of this Agreement. 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. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving Commissions and the Company shall not be held liable for your delayed receipt of Commissions due to your provision of inaccurate details.
       
       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 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 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 (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 forfeit any past and future Commissions which have accrued to your benefit.
   15. 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 product 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 or any of its affiliated entities or 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.
   16. 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.
   17. 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 and its affiliates' 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 and its affiliates reserve all of the intellectual property rights in the Licensed Materials. 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 Website(s) and the accuracy and appropriateness of materials posted on therein.
   2. You agree that your Affiliate Website(s) 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 Website(s) will contain any content of the Group Websites or any materials which are proprietary to the Company or its affiliates, 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 and its affiliates' 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 Group Websites. 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 compliant. 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. 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 terminate this Agreement and your participation in the Uffiliates Scheme immediately and/or withhold any past or future Commissions which have accrued or which shall accrue to your benefit.
   7. You undertake to immediately comply with all instructions and guidelines provided by the Company or published on the Uffiliate 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 or future Commissions which have accrued or which shall accrue to your benefit.
      
      You will indemnify and hold the Company, its affiliates 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. You hereby acknowledge that your conduct as an Affiliate has the potential to cause substantial damage to the Company’s and the Site’ 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.

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.
   4. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Website(s), 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. 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 at http://affiliates.888.com/ 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

    WE MAKE 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, WE MAKE 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 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, any entity in the Company's group, 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, affiliates, 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 Website(s); or (iii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Website(s).

16. 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 info@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.

17. 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.

18. 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.

19. 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 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.
    4. The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any entity within the same corporate group as the 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 affiliates.888.com/.
    5. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a Gibraltarian 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.
    6. 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.

20. 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 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.

888.ca

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, VHL Ontario Limited (the "Company" or "we" or "us" or "our"), and you, regarding your application to participate as a marketing partner (an "Affiliate", "you" or "your") of the Company in its Affiliates scheme (the "Uffiliates Scheme"). As an marketing partner your role will be to promote the sites, brands and the applications "888.ca", "888casino.ca", "888poker.ca", and "888sport.ca" (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, which is a legally binding agreement between you and us.

1. Uffiliates Application and Enrollment.

   1. To become a marketing partner within the Uffiliates Scheme, you will have to submit a completed Uffiliates application, made available on http://affiliates.888.com/. 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 Section, we shall withhold any Commission (as defined below) otherwise payable to you under this Agreement and 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 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 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 withhold any past or future Commissions which have accrued or which shall accrue to your benefit as well as reject your application or 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.

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 likely to appeal to persons under the age of 19, or (iii) 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 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 including, without limitation, the use of spam messages.
   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, including the Company's or any entity within the 888 group of companies’ 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 approval from the Company for the Promotion and in the event that you do not receive our approval in relation to a Promotion, you shall not be permitted to receive any Commission generated on account of Money Players, as defined below, in relation to such unapproved Promotion.
   5. 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.
   6. 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.
   7. You must not market and promote the Sites in any manner which targets high-risk, underage and/or self-excluded persons to participate in gambling, and must not knowingly be 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) portray, suggest, condone or encourage gambling behaviour that is socially irresponsible or which can lead to financial, social or emotional harm; (iv) condone or encourage anti-social behaviour; (v) exploit the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (vi) suggest or apply peer pressure to gamble or disparage abstention from gambling; (vii) suggest gambling is a “rite of passage”; (viii) imply that gambling is required in order to fulfill family or social obligations or solve personal problems; (ix) promote gambling as an alternative to employment, as a financial investment, or as a requirement for financial security; (x) contain endorsements by well-known personalities that suggest that gambling has contributed to their success; (xi) encourage play as a means of recovering past gambling or other financial losses; (xii) be designed so as to make false promises or present winning as the probable outcome; (xiii) imply that chances of winning increase the longer one plays or the more one spends; (xiv) suggest that skill can influence the outcome for games where skill is not a factor; (xv) suggest that gambling can provide an escape from personal or professional problems; (xvi) portray gambling as indispensable or as taking priority in life; for example, over family, friends or professional or educational commitments; (xvii) 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; (xviii) link gambling to seduction, sexual success or enhanced attractiveness; (xix) portray gambling in a context of toughness or link it to resilience or irresponsible play; and/or (xx) offer a product or promotion that is not reasonably attainable without incurring substantial losses.
   8. 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.
   9. Without derogating from any other provision in this Agreement, you shall only advertise the Sites to persons located in the Province of Ontario.
   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 which has not registered with 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 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 trademarks or trade names of the Company or any entity within the 888 group of companies 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 entity within the Company's group (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".

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 on 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 the 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 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 may add from time to time per territory at our discretion.
      2. For Revenue Share trackers: plays on any of the Sites.
   3. Neither you nor your relatives are eligible to become Leads or Money Players and should you or they do so you will not be eligible to receive the Commission and such attempt on your part shall be considered a fraudulent act against the Company. For this purpose, 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.
   6. We shall make the number of your Money Players and the relevant Gross Revenue figures available to you through the Uffiliates Information Sites that is located at http://affiliates.888.com/. It should be noted that the Uffiliates Information Sites 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 commission scheme shall be as set out on http://affiliates.888.com/en/commissions/ (the “Commission”), and may be modified in accordance with the terms of this Agreement. For any scheme containing a revenue share component, you will receive the applicable percentage of Gross Revenue as such term is defined below and subject to the terms herein.
      
      For these purposes the term "Gross Revenue" shall mean Money Players’ contribution to poker table game rake and poker tournament fees (excluding the prizes) plus the sum of Money Players’ settled bets on non-poker games (excluding any contributions to progressive jackpots), less the winnings of Money Players on non-poker games (other than cashed-out progressive jackpot winning amounts), less any credits, bonus, bonus points or other promotional amounts given to Money Players, less any Tournament Overlays, less any returned transactions or any uncollectible (or refunded) revenue attributable to a Money Player (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 a Money Player, less any licensing fees, applicable gaming taxes, value added taxes, duties, or similar mandatory payments imposed by any authority having jurisdiction over the Company.
      
      A Money Player's contribution to poker table game "rake" shall be determined by multiplying the quotient obtained when dividing the actual amount to a hand contributed by the Money Player by the total bet of each hand, by the total "rake" of the hand in question. For example, if the Money Player’s contribution to the hand is two Euros (€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). Nevertheless, we reserve 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 Overlay" means the applicable portion as determined by the Company of the total sum of shortfalls (if any) between the guaranteed prize 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).
      
      For avoidance of doubt, the Company shall be under no obligation to pay any commissions under any Commission scheme with respect to Money Players which were blocked or suspended by the Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, the Company may deduct from Gross Revenue any or all charges or expenses attributable to blocked or suspended Money Players.
   2. Notwithstanding the foregoing, 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.
   3. Without derogating from any other provision to the contrary in this Agreement, any Commission containing a revenue share component, 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.
   4. 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.
   5. 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.
   6. 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.
   7. 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 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.
   8. The Company reserves the right to take action against any Affiliate or its referred 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 relevant Affiliate at such time and thereafter and terminate this Agreement with immediate effect and we shall withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.
   9. 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 entity in the Company’s group or issue an invoice for such negative amount at our discretion.
   10. The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid.
   11. 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.
   12. 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.
   13. 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.
   14. 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 constitutes a breach of this Agreement. 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. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving Commissions and the Company shall not be held liable for your delayed receipt of Commissions due to your provision of inaccurate details.
       
       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 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 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 (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 forfeit any past and future Commissions which have accrued to your benefit.
   15. 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 entity within the 888 group of companies or their respective 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.
   16. 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.
   17. 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 and any entity within the 888 group of companies’ 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 and any entity within the 888 group of companies reserves all of the intellectual property rights in the Licensed Materials. 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 the Sites (or any part thereof).
   3. You also agree that none of your Affiliate Websites will contain any content of the Group Websites or any materials which are proprietary to the Company or any entity within the 888 group of 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 and any entity within the 888 group of 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 Group Websites. 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, and in the event of such termination we shall withhold any Commission otherwise payable to you under this Agreement and 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.
   7. 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 terminate this Agreement and your participation in the Uffiliates Scheme immediately and/or withhold any past or future Commissions which have accrued or which shall accrue to your benefit.
   8. You undertake to immediately comply with all instructions and guidelines provided by the 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, we reserve the right to immediately terminate this Agreement and your participation in the Uffiliates Scheme and/or withhold any past or future Commissions which have accrued or which shall accrue to your benefit.
   9. You will indemnify and hold the Company as well as all entities within the 888 group of companies and each of 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. 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.

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.
   4. 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. 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 at http://affiliates.888.com/ 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 Sites 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

    WE MAKE 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, WE MAKE 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; (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 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, any entity in the Company's group, 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, any entities within the 888 group of 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 (iii) any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Affiliate Websites.

16. 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.

17. 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.

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 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.
    4. The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any entity within the same corporate group as the 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 http://affiliates.888.com/.
    5. Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a Gibraltarian 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.
    6. 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.

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 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 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.