This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, WiltonBay Limited ("Wilton Bay" or "we"), and you, regarding your application to participate as an affiliate (an "Affiliate") of WiltonBay Limited. As an affiliate your role will be to promote our partner’s websites offered within the Affactive Affiliate Program at www.affactive.com, and all of their related pages. (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.

 

Affiliate Program Application and Enrollment. To become an Affiliate you will have to submit a completed Affiliate Program Application. We will evaluate your application and, where applicable, notify you of your acceptance. We may reject your application if we determine, in our sole discretion, that Your Site is not suitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content on Your Site 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 and not limited to, 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 if we determine, in our sole discretion, that Your Site is designed to appeal to minors. If we reject your application, you are welcome to reapply to the Affiliate Program at any time.

1.    Protection of Minors. We do not allow anyone under the age of 18 to register with or play on the Sites. The Sites are not designed to attract children or adolescents, and the sites can 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 Your Site is designed to appeal to minors and, as such, is not suitable for our Affiliate Program.

2.    Setting Up Links and Promotions. In the event of your acceptance to the Affiliate Program, we will make available to you, banner advertisements, button links, text links and other links as determined by WiltonBay Limited which shall all link to the Site, (referred to hereinafter as a "Link"), which you may display on Your Sites, provided you abide by the terms and conditions of this Agreement. You may not modify a Link, unless you have received prior written consent from WiltonBay Limited 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 shall be entitled to take such measures as to render inoperative the Links used by you. You may not advertise the Sites in any way not approved in advance by WiltonBay Limited including, without limitation, the use of any spam method including but not limited to spam  e-mails. In addition to your use of Links you may promote the Sites by means of (i) distribution of CDs containing Site-related software (the "CDs") to potential Money Players , as defined below and (ii)_the publication of bonus codes (each a "Promotion" and collectively the "Promotions"). Your activities in relation to a Promotion shall be strictly in accordance with WiltonBay Limited'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 our prior written approval for the Promotion and in the event that you do not receive our approval in relation to the Promotion, you shall not be permitted to receive any commissions generated on account of Money Players, as defined below, who have become such in connection with unapproved Promotions. 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. Your breach of the foregoing provisions will constitute a breach of this Agreement, and WiltonBay Limited retains full authority to (i) terminate this Agreement immediately in the event of such breach and (ii) indefinitely withhold from you any commission accrued to your benefit through such competitive activities.

3.    Leads and Money Players. A "Lead" shall mean an Internet user who accesses the Site directly through a Link, fills in his details and valid email address and opens a new user account. A "Real Money Player" is a Lead who plays on the Site and makes a minimum deposit. 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 relevant commission. For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling. The number of Leads/Players/Accounts per individual household computer is strictly limited to one. WiltonBay Limited'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 Money Players and the relevant Gross Revenue figures available to you through our Affiliate Program information site. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between Your Site and the Sites are properly formatted throughout the term of this Agreement.

4.    Commissions. Depending on which commission scheme you choose to participate in, WiltonBay Limited will pay you accordingly:

WiltonBay Limited COMMISION SCHEMES:

we will pay you a commission at the rate that will be agreed by us on the Casino Net Gaming Revenue on the Casinos, Generated by you as applicable.

WinPalace Casino, CasinoTitan, GoldenCherry and Slots Jungle:

Mayflower casino

 

A “qualifying player" refers to a unique player who deposits the minimum amount of money required by the specified site which he intends to play.

 

We hereby retain the right to convert the commission scheme by which you shall be paid and the Money Player qualification criteria as we and/or our designated appointee shall see fit.

      i.        All programs are displayed on the “our program pages”
We hereby retain the right to convert the commission scheme by which you shall be paid and the Money Player qualification criteria as we shall see fit.

     ii.        All commissions shall be paid to you on a monthly basis, within approximately 15 business days following the end of each month. Payments of commissions shall be made directly to you as per your preferred payment method elected by you as part of your application process. In the event that you provide WiltonBay Limited with incorrect or incomplete details in relation to your preferred payment method and WiltonBay Limited is not able to transfer the commissions to you, WiltonBay Limited 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. WiltonBay Limited 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. In the event that the commission to be paid to you in any calendar month is less than $200 (the "Minimum Amount"), WiltonBay Limited shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount. WiltonBay Limited retains the right to review all commissions for possible Fraud, where such Fraud may be on the part of the Money Player or on your part. During the period of time in which WiltonBay Limited shall review commissions for possible Fraud, where such review period shall not to exceed 180 days, WiltonBay Limited shall have the right to withhold any commission accrued in your favor until such time as the review has been concluded. Any incidence of Fraud on your part constitutes a breach of this Agreement, and WiltonBay Limited retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that WiltonBay Limited deems that fraud has occurred, either on your part or on the part of a Money Player, you shall not be entitled to receive any commissions which have accrued to your benefit at such time whether such commissions were generated through fraud or otherwise. WiltonBay Limited 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 WiltonBay Limited shall not be held liable for your delayed receipt of commissions due to your provision of inaccurate details.

    iii.        For the purpose of this Agreement and by way of example only the term "Fraud" shall include, but shall not be limited to, actual or attempted (i) bonus abuse on the part of the Money Players, (ii) the encouragement by you or a third party of bonus abuse on the part of the Money Players, (iii) a chargeback executed by a Money Player in relation to their initial deposit, (iv) collusion on the part of the Money Player with any other player on the Sites, (v) the opening of an account in breach of the terms of this Agreement, (vi) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise) to potential Money Players and (vii) any other act by you or by a Money Player which is reasonably understood to have been committed in bad faith against WiltonBay Limited regardless of whether or not such action has resulted in any type of harm or damage to WiltonBay Limited.

    iv.        For the avoidance of doubt it is hereby stated by WiltonBay Limited and agreed by you that the future commissions which WiltonBay Limited shall pay to you shall relate solely to the sites products. WiltonBay Limited shall have no obligation whatsoever in relation to future products or services provided to Money Players by WiltonBay Limited or any of its affiliated entities.

     v.        For the commission calculation purposes  and the term "Casino Gross Revenue" shall mean the sum total of all of a Money Player’s bets while playing at the Casino Site, less the winnings of a Money Player, less any credits, bonus or promotional amounts given to a Money Player, less any charge backs (including amounts paid as a result of credit card abuse or fraud, or paid to a Money Player to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible revenue attributable to a Money  Player.

    vi.        Should a player process a charge back at our partner’s casino, the dispute or charged-back revenue generated by yourself will be forfeited and therefore deducted from the total balance due to you for the current month.

   vii.        Should this deduction of the accumulated revenue exceed your current amount due, your balance will revert to a negative balance, and you will have to earn revenue to cover the charge-back before you can start earning revenue again.

  viii.        Unlike with a player making a big win, which only lasts one month, a charge back will stay due until the revenue generated by your other players has covered the amount due.

    ix.        Please understand that the Merchant can only pay out a percentage of its commissionable earnings, not fraudulent revenue.

     x.        Complimentary Money, Free Money and Other incentives refer to those amounts credited to the account of customers. As these customers/players have not purchased such amounts we cannot pay commissions on these amounts.

    xi.        Negative earning are NOT carried forward and the Affiliates will begin each month on a zero balance. Should the Affiliates close the month with a positive balance; commissions will be paid on the positive balance. Should the Affiliates close the month with a negative balance; this balance will NOT be carried forward to the next month, unless the negative balance is a result of a charge-back as described above.  

    xii.            Commissionable earnings will be earned for the life of the customer, on all transactions the customer undertakes at the merchant, for as long as the Affiliate remains a member of this

  xiii.        All payments will be made in US dollars.

6.    Contact with Money Players. All Money Players shall be considered to be customers of WiltonBay Limited only. Should you wish to contact a Money Player you are obligated to first receive WiltonBay Limited's written approval for such contact and without such approval you are expressly forbidden from making contact and corresponding with Money Players. If in the opinion of WiltonBay Limited you either try to or do make contact with a Money Player without WiltonBay Limited's written approval, WiltonBay Limited shall be entitled to immediately terminate this Agreement and to indefinitely withhold all commissions owing to you at such time. Further, if following your receipt of WiltonBay Limited's written approval for your contacting or corresponding with a Money Player, WiltonBay Limited deems that such contact or correspondence is against the best interests of WiltonBay Limited, WiltonBay Limited shall have the right to revoke the approval previously granted, to terminate this Agreement and to indefinitely withhold all commissions owing to you at such time.

7.    Intellectual Property. In the event of your acceptance to the Affiliate Program, we shall grant you a non-transferable, non-exclusive, revocable license to place the Links on Your Site during the term of this Agreement, and solely in connection with the Links, to use our logos, trade names, trademarks, service marks and similar identifying material (collectively, "Licensed Materials"), solely for the purpose of promoting the Sites. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may not use any Licensed Materials for purposes other than promoting the Sites, without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays WiltonBay Limited or anyone else negatively. We reserve all of our intellectual property rights in the Licensed Materials and the CDs. We may revoke your license to use the Licensed Materials and/or the CDs at any time by written notice to you. 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, the Licensed Materials or the CDs by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.

8.    Obligations Regarding Your Site. You will be solely responsible for the technical operation of Your Site and the accuracy and appropriateness of materials posted on therein. You agree that Your Site will not, in any way, copy or resemble the look and feel of the sites, nor will you create the impression that Your Site is the one of the sites. You also agree that Your Site will not contain any content of the Sites or any materials which are proprietary to WiltonBay Limited or of the sites, except (i) with our prior permission, or (ii) materials obtained by you via the Affiliate Program information site in accordance with the provisions hereof or the policies or instructions therein. You will indemnify and hold WiltonBay Limited harmless from all claims, damages, and expenses (including, without limitation, attorney’s fees and expert witness fees) relating to the development, operation, maintenance, and contents of Your Site or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Affiliate shall reflect on WiltonBay Limited and has the potential to cause substantial damage to WiltonBay Limited’s reputation and goodwill and that you shall at all times consider the goodwill and reputation of WiltonBay Limited and WiltonBay Limited's name.

9.    TERM AND TERMINATION.

Termination By You. You may terminate this Agreement, with or without cause, immediately    upon written notice to us. In addition, you may cease marketing the Website any time you want.

a.         Termination By Us. We may terminate this Agreement, with or without cause, upon written notice to you. Further, we may terminate this Agreement immediately, without notice, upon the occurrence of any of the following events:

                                      i.        You materially breach this Agreement;

                                     ii.        We determine, in our reasonable discretion, that you knowingly benefited from Fraud Traffic {see paragraph 4(iii)}.

                                    iii.        We determine that you have used Spam, Adware, or Spyware or have engaged in an unauthorized marketing technique.

b.    Effect of Termination. The following will apply upon the effective date of termination:

                                    iv.        You will cease all promotional activity related to us and all rights and licenses given to you under this Agreement will terminate immediately, except as expressly stated herein;

                                     v.        You will return all confidential information related to us and cease use of any of our trade names, trademarks, service marks, logos, Banner Ads, Text Links and other materials related to the Websites or designations of the sites;

                                    vi.        We may leave open, redirect or deactivate any Trackers in our sole discretion without any obligation to pay you on new Players who come in or would have come in on those Trackers;

                                   vii.        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.

 

10. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. Posting on our Affiliate Program information site of a change of terms notice or a new agreement is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our Web site will constitute binding acceptance of the change. Due to the above, we advise you to frequently visit the Affiliate Program information site and review the terms and conditions of this Agreement.

11. Limitation of Liability. We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

12. Relationship of Parties. You and WiltonBay Limited 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. We make no express or implied warranties or representations with respect to the Affiliate Program or any products or other items sold through the Affiliate Program (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 will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.

14. Representations and Warranties. You hereby represent and warrant to us the following: (i) this Agreement has been duly and validly executed by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; (ii) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; and (iii) 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.

15. Confidentiality. We may disclose to you certain information as a result of your participation as part of the Affiliate Program, 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.

16. Indemnification. You hereby agree to indemnify, defend and hold harmless WiltonBay Limited, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys’ fees and costs) of any nature whatsoever incurred or suffered by us (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 Site.

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 Affiliate Program 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 Cypriot law and shall be subject to the exclusive jurisdiction of the Courts Cyprus. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, 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.

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 and 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 Affiliate Agreement set out above.

 

1.    Definition. A "Sub-Affiliate" shall mean an Affiliate introduced to WILTONBAY LIMITED by you.

 

2.    Introduction. You may introduce potential Sub-Affiliates to WILTONBAY LIMITED via the "Introduce a Sub-Affiliate" link located on the WiltonBay Limited information site. Potential Sub-Affiliates will be required to submit a completed WiltonBay Limited application. We will evaluate the Sub-Affiliate application and in the event that the application is accepted you will be notified of our acceptance of the Sub-Affiliate to the WiltonBay Limited scheme introduced by you via the WiltonBay Limited information site. We reserve the right, in our sole discretion, to reject a Sub-Affiliate application.

3.    Sub-Affiliate Agreement. As a condition of our acceptance of a Sub-Affiliate to the WiltonBay Limited scheme, each Sub-Affiliate will be required to accept the Affiliate Agreement.

4.    Sub-Affiliate Commissions. You shall be entitled to receive commissions from WILTONBAY LIMITED in relation to, and as a deduction from, commissions payable to Sub-Affiliates introduced by you (a "Sub-Affiliate Commission"). The Sub-Affiliate Commissions shall be as follows:

Multi Tier	Commission Type	Rate (as a % of the % of Gross Revenue due to the Sub-Affiliate from its Money Players per Calendar Month)
1st Tier	Revenue Share	8%
2nd Tier	Revenue Share	4%

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 WILTONBAY LIMITED.
 

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

Last updated on August, 17^th, 2010