ONLINE POKER AFFILIATES

Affiliate Terms & Conditions

This affiliate partner agreement (the "Agreement") sets out the complete terms and conditions between DTD Online Limited of Vincenti Buildings, Suite no. 460, 14/19 Strait Street, Valletta VLT1432, Malta (together "DTD Affiliates", "we" or "us"), and you, regarding your application to participate as an affiliate partner (an "Affiliate Partner") in one or all of the available affiliate programs (the "Affiliate Programs") that comprise the DTD Affiliates affiliate network (the "Affiliate Network"). Current affiliate programs include the DTD affiliate program.

It is important that you read and understand this Agreement. By ticking the box on the application form you are making an application to join the Affiliate Network and agreeing (subject to our approval of your application) to the terms and conditions of this Agreement. If you do not agree to the following terms and conditions (or are not authorised to do so) you should discontinue your application.

This Agreement replaces all previous terms and conditions relating to the Affiliate Programs or any previous Affiliate Program offered by DTD Online Limited.

1. 1 DEFINITIONS AND INTERPRETATION

"Commencement Date" means the date on which DTD Affiliates confirms that the Affiliate Partner's application to join the Affiliate Network has been accepted;

"Commercialise" means sell, rent, lease or license;

"Confidential Information" means all information which is not publicly known and that is disclosed (by whatever means, directly or indirectly) by one party to another, whether before or after the Commencement Date including any information relating to the, products, operations, processes, plans, intentions, product information, any information relating to Intellectual Property Rights, each party's customer data the terms of this Agreement, market opportunities or business affairs of the disclosing party or any of its sub-contractors, suppliers, customers, clients or other contacts;

"CPA Payment" " means the previously agreed one off payment that is payable to the affiliate on all qualifying customers that have been successfully referred to one or all of the affiliate programmes within the DTD Affiliates Network under the specific terms of the individual CPA agreement as agreed with a member of the DTD Affiliates Team.

"Customers" mean all new players who sign up with one or all of DTD Affiliates Network Merchants (for the first time) via the Internet Sites and the Links;

"Force Majeure" means any event outside the reasonable control of a party affecting its ability to perform any of its obligations under this Agreement, including, but not limited to, any delay in DTD Affiliates receiving payment from its relevant payment processing supplier of net poker revenue, casino net gaming revenue or bingo net gaming revenue.

"Good Industry Practice" means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor acting in good faith;

"Group" means, in relation to a company, any entity directly or indirectly controlling, controlled by or under common control of a party;

"DTD Affiliates Team" means a current employee of DTD Online Limited working as a member of the affiliate support team;

"DTD Affiliates Website" means the website at http://www.dtdonlinepoker.com/affiliates.php

"Intellectual Property Rights" means any and all patents, trademarks, service marks, rights in designs (including semi-conductor topography design rights and circuit layout rights), trade, business or domain names, e-mail address names, copyright including rights in computer software (in both source and object code) and rights in databases (in each case whether registered or not and any applications to register and rights to apply for registration), rights in inventions and web-formatting scripts (including HTML and XML scripts), know-how, trade secrets and other intellectual property rights which may now or in the future subsist in any part of the world including all rights of reversion and the right to sue for and recover damages for past infringements;

"Internet Site" means your website or websites located at the web address provided to us in your application or subsequently changed from time to time and notified to DTD Affiliates via the DTD Affiliates Website;

"Links" means a hypertext link or banner containing a hypertext link downloaded from the DTD Affiliates Website that links to the home page of any of the Affiliate Programs homepages at http://www.dtdonlinepoker.com/affiliates.php, so as to enable a person to download and play a person to person gaming product;

"Merchants" mean the gaming companies operating Affiliate Programs within the DTD Affiliates Network (DTD Online Limited);

"Net DTD Affiliates Commission" means the cumulative total of all commissions due to the affiliate for all DTD Affiliates Network Merchants.

"Net Poker Revenue" means the total poker revenue generated by customers you have referred to DTD Online Poker from player to player poker software via the www.dtdonlinepoker.com website less adjustments made for any credit card charge-backs or any other reversal of a payment, fraudulent or otherwise voided or modified transactions, bad debt, the cost of any previously agreed promotional offers, and any sign-up or rakeback bonuses.

"Net Poker Commission" means total poker commission paid to the affiliate based on the appropriate payment method agreed upon registration with the DTD Affiliates Network.

"Parties" mean the parties to this Agreement;

"Revenue Share" means the previously agreed % share of (i) net poker revenue or (ii) casino net gaming that is payable to the affiliate on all the customers they have successfully referred to one or all of the affiliate programmes within the DTD Affiliates Network.

1.2 In this Agreement (except where the context requires otherwise)

(a) clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
(b) the singular includes the plural and vice versa; and
(c) reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute.

2. LICENCE

2.1 In consideration of you making use of the Links on the Internet Site and subject to the terms and conditions of this Agreement, DTD Affiliates will procure that members of the Affiliate Network grant to you a non-exclusive, non-transferable, terminable licences to use the Links on the Internet Site solely for your internal business purposes and in accordance with such other limitations and restrictions as set out in this Agreement.

2.2 It is a condition of this Agreement that you will not do any of the following:

(a) Commercialise the Links other than on the Internet Site;
(b) display data from the Links via any electronically accessible medium other than the Internet Site without the express written consent of DTD Affiliates;
(c) use the Links in a way which proves or is likely to prove detrimental to DTD Affiliates.

3. AFFILIATE'S OBLIGATIONS

3.1 You warrant and undertake that:

(a) you have full capacity and authority and all necessary licences, permits and consents to enter into this Agreement and any other documents executed by you that may be associated with this Agreement;
(b) you will at all times conduct yourself with all due skill, care and diligence, including Good Industry Practice, and in accordance with your own established procedures and all applicable laws, enactments, orders, regulations and other similar instruments;
(c) you will comply with DTD Affiliates' security guidelines and requirements as may be issued by DTD Affiliates from time to time whether in writing or otherwise;
(d) all information you provided in applying to join the DTD Affiliates Website is correct and that you will notify us promptly of any changes;
(e) you will keep secret and not allow anyone else to use your login and password details for the DTD Affiliates Website;
(f) the Internet Site, or any part thereof, is not aimed at people under 18 years of age;
(g) you have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable you to fulfil its obligations under this Agreement and that you will fully comply with, and shall continue to fully comply with, all applicable laws and regulations;
(h) the Internet Site will not contain any material which is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights and shall not link to any such material;
(i) you will not seek to challenge the validity of DTD Affiliates' Intellectual Property Rights or those belonging to any merchant in the Affiliate Network;

you will not:

(i) register any domain names or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service; or
(ii) include meta tag keywords on the Internet Site that incorporate terms which are identical or similar to the Affiliate Network trade marks (or trade marks owned by Merchants within the Affiliate Network) and you will at all times comply with such reasonable guidelines for the use of both DTD Affiliate and the Merchants trade marks as may be issued from time to time;

3.2 You agree that
(a) you may not become a Customer under your own Tracking Link and you shall not be entitled to any payment on your own activity under this Agreement unless previously agreed with a member of the DTD Affiliates Team;
(b) we may monitor the Internet Site to ensure you are complying with the terms of this Agreement and you will provide us with all data and information (including, but not limited to, passwords) to enable us to perform such monitoring at no cost to us.
(c) You shall consider all DTD Affiliates' brands trademarks and name rights when conducting a "paid search"-campaign in order to improve its rankings at search engines. The Partner agrees not to use keywords that are similar to "DTD", "DTD Poker", "DTD Casino", or any other protected trademark and/or name right belonging to DTD Affiliates including but not limited to: "DT D", "DTD rakeback", "DTD com", "www DTD"
(d) You will not undertake any activities that could be deemed unethical or illegal to promote our products. This includes, but is not limited to, cookie stuffing, any form of spamming, black hat search engine optimisation, or any form of misrepresentation.

4. PAYMENT

4.1 You will be able to indicate your preferred payment option when applying to join DTD Affiliates. The default option is Revenue Share and will be confirmed by us if we accept your application. Revenue Share payments will be made in accordance with clause 4.2 below. If you are offered and accept CPA payment by a member of the DTD Affiliates Team then payments will be made in accordance with clause 4.3 below. If you are offered and selected a hybrid payment by a member of the DTD Affiliates Team then payments will be made in accordance with clause 4.4 below. For the avoidance of doubt payments will only be made in respect of Customers introduced using the Links downloaded from the Affiliate Programme Site and no other links previously provided by the Merchants or obtained from any other source.

4.2 Except where otherwise agreed in writing you will receive the stated percentages of Net Poker Commission on each unique Customer that you refer for as long as the Customer is a DTD Affiliates account holder.

4.3 Except where otherwise agreed in writing if you selected a CPA payment you will receive the selected standard payment or payments which are payable in accordance with the terms on the DTD Affiliates Website;

4.4 You may request to change your commission option via the DTD Affiliates no more than once every calendar month. DTD Affiliates may accept or reject any such request in its complete discretion. If your request is accepted the new commission option will come into effect on the 1st of the following calendar month and will only apply to Customers introduced after that date.

4.5 DTD Affiliates may withdraw a commission option at any time by giving notice to you. You will then be required to select another commission option via the DTD Affiliates Website for any further Customers you introduce.

4.6 You will be able to review statements showing the number of Customers introduced by you via the Links and your share of Net Revenue and/or CPA Payments, if any, which have accrued over the course of the calendar month, using the DTD Affiliates Website. Such statements shall be updated daily and are for information purposes only.

4.7 Amounts due to you in respect of a calendar month will be paid on or before the 7th of the month.

4.8 All payments made to you by DTD Affiliates under this Agreement are
(a) deemed inclusive of any VAT or other tax payable;
(b) will be paid in Euros;

4.9 For the avoidance of doubt if DTD Affiliates makes a payment under this clause 4 which later transpires not to have been due DTD Affiliates may deduct such amounts from any future payments due to you under this agreement.

4.10 Any DTD Affiliates account which has a period of inactivity for 6 months or longer will be locked for administrative reasons, and the partner will have to request the account be reopened by getting in contact with the DTD Affiliates Support Team.

5. DISCLAIMER

DTD Affiliates makes no representation that any of its or its Merchants services will be uninterrupted or error free and, to the fullest extent permissible by law it will not be liable for the consequences of any such interruptions or errors.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 All Intellectual Property Rights in the Links belongs to the Merchants they relate to within the DTD Affiliates Network.

6.2 Nothing in this Agreement purports to grant a license, provide any warranty or offer any indemnity in respect of any data that is not owned by DTD Affiliates or the Merchants within the DTD Affiliates Network. In the event that you require access to any such data, you agree that you will give us an opportunity to secure rights to the same and (if it becomes necessary to do so) you will pay the costs of securing a licence to the same from the relevant third party data owner or either party may terminate this Agreement immediately.

7. NOTIFICATION

7.1 Either party shall immediately notify the other party if any claim or demand is made or action brought against it for any infringement or alleged infringement of any Intellectual Property Rights which may affect the supply or use of the Links.

8. DATA PROTECTION AND SECURITY

8.1 You acknowledge that the security of DTD Affiliates and all third party Merchants within the DTD Affiliates Network data and systems is fundamental to the business of DTD Affiliates and if you become aware of a breach or potential breach of security relating to the Links, you will immediately notify DTD Affiliates of such breach or potential breach and use your best endeavours to ensure that any potential breach does not become an actual breach and/or remedy any actual breach and its consequences.

8.2 You warrant that you will at all times comply with the provisions of the Data Protection Act 1998 and the Electronic Communications (EC Directive) Regulations 2003 and any equivalent applicable legislation in the jurisdiction in which you operate.

9. CONFIDENTIALITY AND ANNOUNCEMENTS

9.1 During the term of this Agreement and after termination or expiration of this Agreement, the parties will not use any Confidential Information for any purpose other than in pursuance of their rights and obligations under this Agreement nor disclose any Confidential Information to any person except with the prior written consent of the other party and shall follow Good Industry Practice to prevent the use or disclosure of the Confidential Information.

9.2 The parties may disclose any Confidential Information to their directors, other officers, employees, advisers and sub-contractors to the extent that such disclosure is reasonably necessary and in accordance with the requirements set out in clause 9.1.

9.3 On termination the parties shall (on request) deliver up to the other party or destroy all copies of Confidential Information in its possession, and (if so requested) shall use all reasonable endeavours to destroy all copies of Confidential Information stored electronically.

9.4 The parties shall together determine the content of any communications concerning the relationship between the parties. Such communications shall be issued at a time and in a manner agreed by the parties.

10. INDEMNITY

You will indemnify and hold harmless DTD Affiliates, and all third party Merchants within the DTD Affiliates Network from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by DTD Affiliates, and all third party Merchants within the DTD Affiliates Network in consequence of any breach by you of your obligations under this Agreement. This clause will survive termination of this Agreement for whatever reason.

11. LIMITATION OF LIABILITY

11.1 Save as provided by statute and to the fullest extent permitted by law, the following provisions set out the entire liability of harmless DTD Affiliates, and all third party Merchants within the DTD Affiliates Network (including any liability for the acts and omissions of employees, agents and sub-contractors) to you whether in contract, tort, statute, equity or otherwise:

(a) You acknowledge and agree that (except as expressly provided in this Agreement) the Links and DTD Affiliates Website are provided "AS IS" without warranties of any kind (whether express or implied);
(b) All conditions, warranties, terms and undertakings (whether express or implied), statutory or otherwise relating to the delivery, performance, quality, accuracy, uninterrupted use, fitness for purpose, occurrence or reliability of the Links or DTD Affiliates Website are hereby excluded to the fullest extent permitted by law; and
(c) Neither DTD Affiliates, nor any third party Merchants within the DTD Affiliates Network will be liable to you for any losses relating to your use of the Links or the DTD Affiliates Website including but not limited to loss of profits (whether direct or indirect), loss of contracts or goodwill, lost advertising, loss of data or any type of special, indirect, consequential or economic loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or DTD Affiliates, and all third party Merchants within the DTD Affiliates Network had been advised of the possibility of you incurring such loss.

11.2 No exclusion or limitation set out in this Agreement shall apply in the case of:

(a) fraud or fraudulent concealment;
(b) death or personal injury resulting from the negligence of any party or any of its employees, agents or sub-contractors; and/or
(c) any breach of the obligations implied by (as appropriate) section 12 of the Sale of Goods Act 1979, section 2 of the Supply of Goods and Services Act 1982 or section 8 of the Supply of Goods (Implied Terms) Act 1973. 11.3 The time limit within which you must institute suit against DTD Affiliates to recover on any claim shall be 2 years from the date the Affiliate should reasonably have become aware or becomes aware of the relevant breach that would form the subject of the claim.

11.4 This clause 11 will survive the termination of this Agreement for whatever reason.

12. FORCE MAJEURE

12.1 If either party is affected by Force Majeure it shall notify the other party in writing of the matters constituting the Force Majeure and shall keep that party informed of their continuance and of any relevant change of circumstances whilst such Force Majeure continues. Neither party shall have any liability to the other in respect of an event of Force Majeure provided it complies with clause 12.2.

12.2 The party affected by Force Majeure shall take all reasonable steps available to it to minimise the effects of Force Majeure on the performance of its obligations under this Agreement.

13. TERM AND TERMINATION

13.1 This Agreement shall commence on the Commencement Date and, subject to clause 13.2, shall continue until either party serves 20 Business Days written notice of an intention to terminate.

13.2 DTD Affiliates may terminate this Agreement immediately in the event that the Affiliate

(a) breaches any of the terms of this Agreement which, in the case of a breach capable of remedy, has not been remedied within seven days of receipt of a notice from DTD Affiliates specifying the breach and requiring its remedy;
(b) is unable to pay its debts as they fall due or make any voluntary arrangement with its creditors, become subject to an administration order, have an administrative receiver or receivers appointed in respect of the whole or any part of its assets, go into liquidation (voluntary or otherwise save for any voluntary liquidation entered into solely for the purposes of a bona fide reconstruction or amalgamation) or be made the subject of a bankruptcy order or ceases or threatens to cease carrying on its business;
(c) in DTD Affiliate's opinion, is in breach of the terms of any applicable advertising code of practice; or
(d) does not introduce any new Customer to one or all of the DTD Affiliates Merchant partners for a period of four (4) months.

14. CONSEQUENCES OF TERMINATION

14.1 Except as set out in clause 14.3 below termination of this Agreement shall be without prejudice to any rights or obligations which shall have accrued prior to termination.

14.2 On termination of this Agreement all licences granted by DTD Affiliates, and all third party Merchants within the DTD Affiliates Network to the Affiliate pursuant to this Agreement will immediately terminate.

14.3 If DTD Affiliates terminates this Agreement under clause 13.2 the Affiliate will not be entitled to receive any further payments pursuant to clause 4 following such termination.

15. ASSIGNMENT AND SUB-CONTRACTING

15.1 You will not assign or declare a trust of or otherwise dispose of this Agreement, or any part thereof, without the prior written approval of DTD Affiliates.

15.2 DTD Affiliates may assign or sub-contract any of its rights and obligations under this Agreement to another company within its Group at any time on giving notice to you.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire and only Agreement between the parties with regards to its subject matter and the parties confirm that they have not been induced to enter into this Agreement in reliance upon, nor has it been given, any warranty (including in particular any warranty as to merchantability, fitness for purpose or uninterrupted functionality), representation, statement, assurance, covenant, Agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in this Agreement and, to the extent that it has been, it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation thereto.

17. NO PARTNERSHIP

Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, the parties as a partnership, association, joint venture or other co-operative entity.

18. WAIVER & VARIATIONS

18.1 No breach of any provision of this Agreement shall be waived or discharged except with the express written consent of the parties.

18.2 No failure or delay by a party to exercise any of its rights under this Agreement shall operate as a waiver thereof and no single or partial exercise of any such right shall prevent any other or further exercise of that or any other right.

18.3 We may modify all or any part of this Agreement at any time. We will give you 7 days notice of any such changes. If you do not agree to the changes you may serve notice to terminate this agreement under clause 13.1 before the changes take effect and such changes will not apply for the duration of the notice period set out in clause 13.1. If you fail to terminate this Agreement and continue to participate in the Affiliate Programme you will be deemed to have accepted the changes made under this clause. The latest modified date of these terms and conditions will be displayed at the bottom of this Agreement.

19. NOTICES

19.1 Notices and communications from DTD Affiliates will be made by e-mail to the address provided by you on your application to join the DTD affiliates Network.

19.2 You should send all notices and communications to the email address affiliates@dtdgaming.com or such other e-mail address as notified to you via the DTD Affiliates Website from time to time.

19.3 Notices and communications will be deemed received 4 hours after being sent provided that if such notice would then be deemed to have been received outside the hours of 09:00 to 18:00 (UK time) it will be deemed to have been received at 09:00 on the next Business Day.

20. THIRD PARTY RIGHTS

20.1 Except for any company within the DTD Affiliates Network no third party may enforce any rights granted to it under this Agreement. Except as mentioned above the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no rights or benefits expressly or impliedly conferred by it shall be enforceable under that Act against the parties to it by any other person.

20.2 Except with regards to the amendment of clauses 10 and 11 the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.

21. FURTHER ASSURANCE

Each party shall, upon request from the other, do and execute, or procure that there shall be done and executed, all such documents, deeds, matters, acts or things as that other may at any time require to give it the full benefit of this Agreement.

22. GOVERNING LAW AND JURISDICTION

22.1 This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the jurisdiction of the courts of England and Wales.