We have made a number of updates to the Market-ace Affiliate Programme Agreement. These are highlighted in the terms and conditions for your reference. Such changes include:

(a) the inclusion of an additional website: www.jackpotjoy.it;

(b) the change of the website www.caesarscasino.com to www.caesarscasino.co.uk;

and (c) that we no longer make payment by Moneybookers.

If you do not accept the updates, please email affiliates@market-ace.com to arrange the closure of your account.


MARKET-ACE AFFILIATE PROGRAMME AGREEMENT
Please read these terms and conditions carefully. If you have any questions, please send an email to affiliates@market-ace.com By continuing to register or log in as a member of the Market-ace affiliate programme, you indicate your acceptance of the terms and conditions set out below. If you do not agree to any of the terms and conditions, please do not continue with your application or use this service.
1. INTRODUCTION
1.1. This agreement (“Agreement”) is between you (referred to as “Affiliate”) and a company within the Gamesys Group (as defined below), as more particularly set out below.
If the Affiliate chooses to provide services in relation to any one of the following brands, this Agreement is entered into with the corresponding Gamesys Group company, each with their registered address at 57/63 Line Wall Road, Gibraltar (in any case, “Gamesys”):
Gamesys Group company
Brand Website
Profitable Play Limited
Entertaining Play Limited
Nozee Limited
Gamesys Spain PLC
Leisure Spin Limited
If the Affiliate is entering into this Agreement for multiple brands across these different companies, then the Affiliate is entering into multiple contracts, one for each Brand Website with the relevant corresponding company, as above.
1.2. By entering into this Agreement, the Affiliate agrees to provide the Services (as defined below) to Gamesys.
1.3. This Agreement replaces all previous terms and conditions for the Market-ace affiliate programme. Gamesys may change these terms and conditions at any time. Gamesys shall publish the date on which any changes to this Agreement are made in clause 13.13. Your continued use of the Market-ace affiliate programme following any change in this Agreement will constitute binding acceptance of such changes. If you do not agree to any such changes, you should terminate this Agreement pursuant to clause 12.2.
1.4. The Affiliate acknowledges that regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations shall not apply to this Agreement.
2. DEFINITIONS AND INTERPRETATION
2.1. Capitalised words and expressions in this Agreement shall have meanings set out below:
Affiliate
means a member of the Market-ace affiliate programme (such person´s membership application having been accepted by Gamesys).
Affiliate Revenue Share
means the percentage of Net Gaming Revenue payable to an Affiliate in relation to such Affiliate´s Services for any Brand Website, as such percentage is set out in relation to each Brand Website at Schedule 2 (or in the case of a Brand Website not set out in Schedule 2, as such percentage is notified to the Affiliate by Gamesys).
Associated Company
means in relation to any company any subsidiary or holding company of such company, or any subsidiary of such holding company, or any other entity controlling or controlled by such company. For the purpose of this Agreement, a “subsidiary” or “holding company” is to be construed in accordance with section 1159 of the Companies Act 2006.
Brand Marks
means the trade marks and logos of any of the Brand Websites, as made available to the Affiliate by Gamesys.
Brand Website
means each of the websites set out at Schedule 1 to this Agreement, and the websites of any other brands which Gamesys may introduce to the Market-ace affiliate programme from time to time.
Commencement Date
means the date on which acceptance of the Affiliate´s application for the Market-ace affiliate programme is notified to the Affiliate by Gamesys.
Commission
has the meaning set out in clause 4.1.
Confidential Information
means all confidential commercial, financial, marketing, business and technical or other data, including know-how, trade secrets, specifications, formulae, processes, business methods, drawings and all other confidential information of whatever nature (whether written, oral or in electronic or other form) concerning the business and affairs of Gamesys or other companies in the Gamesys Group that the Affiliate obtains, receives or has access to as a result of the discussions leading up to, or the entering into, or performance of this Agreement.
Cost per Acquisition
means the set fee for each new Player, as notified to the Affiliate by Gamesys from time to time.
Data Protection Legislation
means the European Data Protection Directive 94/46/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other applicable data protection legislation in force from time to time.
Gamesys Group
means Gamesys Limited and each of its Associated Companies.
Good Industry Practice
means all reasonable care, skill and diligence as may be expected of appropriately qualified and experienced persons with appropriate skill and experience in providing services of a similar scope, type and nature to the Services.
Gross Gaming Revenue
means total Player wagering minus Player winnings (including accrued progressive jackpots) relating to the Brand Websites for which the Affiliate has elected to provide the Services. The cost of progressive jackpots is spread across all Affiliates.
Intellectual Property Rights
means all intellectual property rights and interests including: (i) copyright, patents, database rights and rights in trade marks, designs, know-how moral rights, database rights, domain names, topography rights and confidential information or any similar right exercisable in any part of the world (whether registered or unregistered) for the duration of their full terms (including any renewal or extension thereof); (ii) applications for registration, and the right to apply for registration, for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
Link
means a hyperlink (that incorporates a tracking code) placed on the Affiliate's website that, when clicked on, serves the relevant Brand Website to the end user's browser, which hyperlink is either: (i) provided or made available to the Affiliate (and not subsequently withdrawn) by or on behalf of Gamesys; or (ii) created by or on behalf of the Affiliate, which link is approved by Gamesys in writing in advance.
Minimum Deposit and Wagering Requirements
means the minimum deposit and wagering requirements relating to each Brand Website, as set out at Schedule 3.
Net Gaming Revenue
means Gross Gaming Revenue minus any and all: (a) operating costs (including costs relating to third party platform operators, game operators and any other third party service providers) of the Brand Websites and the Website; (b) payment and card processing fees; (c) funds added to Players´ accounts, excluding winnings, to incentivise Players to increase their deposits and/or turnover (including bonus money and loyalty schemes); (d) invalid, fraudulent or disputed card or debit payments, including where a card company or the paying bank has claimed payment back from Gamesys, or where a Player claims payment back because of non-performance; (e) applicable taxes; and (f) all payments made by and revenues associated with any Player that at any time makes an invalid, fraudulent or disputed payment (including where a card company or the paying bank has claimed payment back from Gamesys or where a Player claims payment back because of non-performance).
Player
means a new player on a Brand Website who has successfully opened an account in accordance with this Agreement and which player:(i) commences his application for such account directly from a Valid Click; and (ii) has met the Minimum Deposit and Wagering Requirements in respect of the applicable Brand Website.
Prohibited Material
means: (i) pornography (including child pornography or illegal sexual acts) or explicit content; (ii) promotion of violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or any illegal activities; (iii) material that is defamatory, libellous, unlawful or otherwise objectionable; and (iv) content that infringes the Intellectual Property Rights of any third party.
Prohibited Websites
means the brand names, domain names and websites (including any trade marks and logos relating thereto) set out at Schedule 4.
Promotional Content
means all content promoting the Brand Websites to Players and potential Players that is: (i) made available to the Affiliate (and not subsequently withdrawn) by Gamesys; and (ii) created by or on behalf of the Affiliate, which content is approved by Gamesys in writing in advance.
Referral Commission
has the meaning set out in clause 4.2.
Referring Affiliate
has the meaning set out in clause 4.2.
Services
has the meaning set out in clause 3.1.
Term
means the term of this Agreement, which commences on the Commencement Date and continues until this Agreement is terminated in accordance with clause 12.
Valid Click
means a click on a Link on an Affiliate's website that results in the Brand Website being viewable to the relevant end user, as recorded by Gamesys´ systems.
Website
means the website (and any device specific versions of such website) operated and controlled by Gamesys currently located at the principle URL link: www.market-ace.com, and any related mobile applications from time to time.

 

2.2. In this Agreement:
2.2.1. a reference to a person shall be deemed to include natural persons and their personal representatives, successors and permitted assigns, companies and other bodies corporate, unincorporated associations, partnerships, firms and government bodies, governments, states and any other organisations (whether or not in each case having separate legal personality);
2.2.2. a reference to in writing or written shall include email; and
2.2.3. the terms “including”, “include” and “in particular” are to be construed without limiting the words that precede them.
3. SERVICES
3.1. The Affiliate shall:
3.1.1. subject to clause 5.6, post Links for the Brand Websites selected by the Affiliate on the Affiliate´s website; and
3.1.2. otherwise promote the Brand Websites, subject to and in accordance with the terms of this Agreement,
(the “Services”).
3.2. The Affiliate shall ensure that it shall always use the most up-to-date Links made available or approved by Gamesys from time to time.
3.3. If Gamesys requests any change to the Affiliate´s use and positioning of the Links from time to time, the Affiliate shall promptly comply with such request.
3.4. The Affiliate shall only place the Links on websites other than websites set out in the Affiliate´s application to join the Market-ace affiliate programme with Gamesys´ prior written consent.
3.5. On Gamesys´ request, the Affiliate shall promptly provide to Gamesys such information as Gamesys may reasonably request to enable Gamesys to monitor the Affiliate´s compliance with the terms of this Agreement.
4. COMMISSION
4.1. In consideration for performance of the Services, Gamesys will pay to the Affiliate as agreed between the parties as part of the application process or otherwise, either:
4.1.1. the Affiliate Revenue Share; or
4.1.2. the Cost Per Acquisition; or
4.1.3. the Affiliate Revenue Share and the Cost Per Acquisition; and
4.1.4. if applicable, Referral Commission(as defined in clause 4.2), (the “Commission”.)
4.2. An Affiliate (the “Referring Affiliate”) will earn 2% of Affiliate Revenue Share generated by other Affiliates the Referring Affiliate has referred to the Market-ace affiliate program (the “Referral Commission”). The tracking of such referred Affiliates will be determined by Gamesys´ tracking functionality, and no other records shall be considered.
4.3. If Gamesys changes the percentage of the Net Gaming Revenue payable as Affiliate Revenue Share relating to any Brand Website for any reason, it will notify the Affiliate of the change in writing at least 14 days prior to the changes taking effect. If the Affiliate does not agree with any such change, it may terminate this Agreement in accordance with clause 12.2.
4.4. The Affiliate's monthly payable balance of Commission is automatically reset to £0.00 at the beginning of each calendar month, to ensure that no negative balances are carried forward.
4.5. Gamesys will provide the Affiliate with a statement setting out, in relation to each calendar month, Commission per Brand Website payable by Gamesys to the Affiliate in accordance with this Agreement.
4.6. On or before the 15th of each calendar month, Gamesys will pay the Commission due to the Affiliate in respect of the previous calendar month based upon the statement.
4.7. Minimum payment thresholds depend upon the payment method selected by the Affiliate. If the balance of Commission due to the Affiliate in respect of any calendar month is less than the following payment thresholds, such Commission will be carried over into subsequent months until the thresholds have been reached:
4.7.1. UK Bank Transfer - £25;
4.7.2. International Bank Transfer - £200; and
4.7.3. Neteller - £25.
4.8. Commission will be paid in sterling (£) currency by electronic bank transfer or Neteller in respect of all Brand Websites,except: (i) Affiliates of www.botemania.es with Spanish bank accounts will be paid in Euros (€); (ii) Affiliates of www.jackpotjoy.it with Italian bank accounts will be paid in Euros (€); and (iii) Affiliates of www.jackpotjoy.se with Swedish bank accounts will be paid in krona (kr). Notwithstanding the foregoing, Commission may be displayed in sterling (£) in Affiliates’ accounts on the Website.
4.9. Interest shall be due for late payment on any overdue amount until the date of actual payment, calculated at a rate of 2 per cent per annum above the base rate for the time being of Barclays Bank plc.
4.10. If an Affiliate enters incorrect bank details and a payment is unsuccessful and returned to Gamesys by its bank payment processor, Gamesys will investigate and notify the Affiliate and request corrected bank account details. Such unsuccessful payments will only be credited to the Affiliate´s corrected account details once Gamesys has been notified by its bank payment processor that the payment has been successfully retrieved. The Affiliate will have the bank charges associated with this error deducted from their Commission.
4.11. Gamesys reserves the right to withhold payment of Commission to an Affiliate if it believes or suspect that any transaction or other activity relating to any Link, the Website or the Brand Websites is suspicious, fraudulent and/or and involves or may involve financial crime or similar activity. In such event, Gamesys reserves the right to retain any revenues relating to that transaction or activity and any other revenues relating to the Affiliate.
4.12. Gamesys will keep accurate and complete books and records (the “Records”) with respect to the calculation of Commission for a period of not less than 2 years after the year to which such Records relate. The Affiliate shall have the right at any time during the Term and within 2 years after the Term to have the Records kept by Gamesys pursuant to the foregoing audited by its accountants and to have such accountants make copies thereof and excerpts therefrom at any time during normal business hours. If any such examination reveals a discrepancy in payments due to the Affiliate of more than 5% of the sums due, Gamesys will pay the Affiliate's reasonable cost of undertaking such examination.
5. AFFILIATE OBLIGATIONS
5.1. The Affiliate shall provide the Services in accordance with Good Industry Practice.
5.2. The Affiliate shall meet and maintain all registration requirements (including that the Affiliate must be at least 18 years of age).
5.3. The Affiliate shall not provide the information of another person with the intention of impersonating that person or deceiving Gamesys or other Affiliates as to its true identity.
5.4. The Affiliate shall not drive pay-per-click traffic to the Website, a Brand Website or another affiliate´s website, including via any search engine, directory or online database by bidding on search terms, key words or other identifiers related to a Brand Website, registered Brand Website term or any of its variables, including the Prohibited Websites.
5.5. The Affiliate shall not place Links or Promotional Content in newsgroups or unsolicited email.
5.6. The Affiliate shall not use misleading Links or Promotional Content or cause any Links to open in an end user´s browser other than as a result of the end user making a Valid Click.
5.7. The Affiliate shall ensure that its website is not confusingly similar with the look and feel of any of the Brand Websites.
5.8. The Affiliate shall not use any promotional content or hyperlinks (other than Promotional Content or Links) in relation to a Brand Website or the Website.
5.9. If the Affiliate emails its opt-in email lists in relation to a Branded Website, the Affiliate shall:
5.9.1. clearly display an unsubscribe feature at the bottom of the email (clearly detailing methods of unsubscribing from the mailing list);
5.9.2. clearly include the header of the applicable Brand Website in the email (incorporating the Brand Marks);
5.9.3. not send any promotional offers relating to the Website or the Brand Websites to recipients under the age of 18;
5.9.4. not send any offers relating to the Website or the Brand Websites to people who have not willingly submitted their email address and opted-in to receive promotional material; and
5.9.5. comply with Data Protection Legislation.
5.10. Any form of spam sent (or alleged to have been sent)by or on behalf of an Affiliate may, at Gamesys’ sole discretion, result in its account being closed in accordance with clause 12.3 and all funds due being withheld. Gamesys may incur expenses in dealing with complaints and other issues arising from any spam generated mail sent by or on behalf of the Affiliate and these expenses may, at Gamesys’ sole discretion, be deducted from the Affiliate’s Commission. Should these expenses not be covered by the Affiliate’s Commission in that month, the Affiliate hereby agrees to indemnify and hold harmless Gamesys and members of the Gamesys Group from and against all losses, damages, costs, expenses, liabilities and claims (including reasonable legal expenses) incurred by or awarded against Gamesys or any members of the Gamesys Group due to or in connection with any breach by the Affiliate of this clause 5.10.
6. AFFILIATE ACCOUNTS
6.1. The Affiliate shall be responsible for maintaining the confidentiality of its email, password and all usage and activity on its account, including use of the account by a third party authorised by the Affiliate to use its account.
6.2. The Affiliate shall notify Gamesys by email at affiliates@market-ace.com of any known or suspected unauthorised uses of its account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of its email and/or password.
6.3. The Affiliate agrees that Gamesys may rely on any data, notice, instruction or request furnished to it by the Affiliate or by a person reasonably believed by Gamesys to be authorised to act on the Affiliate´s behalf.
6.4. Cashback and incentive websites are allowed to participate in the Market-ace affiliate programme. Gamesys reserves the right to limit the amount of cashback given away by cashback websites for all Brand Websites. All cashback websites need prior written approval from Gamesys account managers for promoting any Brand Websites.
7.WARRANTIES
7.1. Each party represents and warrants to the other that it has and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.
7.2. The Affiliate warrants, represents and undertakes (as applicable) that:
7.2.1. its website(s) and any content thereon:
7.2.1.1. is not aimed at children;
7.2.1.2. does not contain any Prohibited Material;
7.2.1.3. does not infringe the rights (including the Intellectual Property Rights) of any third party; and
7.2.1.4. is solely owned by the Affiliate;
7.2.2. it will comply at all times with any brand guidelines made available to the Affiliate by Gamesys from time to time for any Brand Websites for which the Affiliate provides Services from time to time;
7.2.3. it has obtained and will maintain all necessary registrations, authorisations, consents and licences to enable it to fulfil its obligations under this Agreement;
7.2.4. it will not make any application to register any trade or service mark, business name, company name or domain name which contains or which is identical or similar to any intellectual property of Gamesys or a Brand Website;
7.2.5. it will perform its obligations under this Agreement in accordance with Good Industry Practice;
7.2.6. it will not make, and shall procure that none of its employees make, any defamatory or derogatory statements about, or take part in any activities which are or might reasonably be perceived to be derogatory of or detrimental to the reputation of the Brand Websites, Gamesys or the Gamesys Group (or any member thereof);
7.2.7. it will comply with all applicable laws, including Data Protection Legislation;
7.2.8. it will not intercept or complete any registration form submitted by Players or potential Players to Gamesys (and/or any other communications between any such persons and Gamesys);
7.2.9. it will not intercept, redirect or otherwise interfere with traffic from any other Gamesys affiliate website; and
7.2.10. all information it submits to Gamesys on the application form an in all other communications between the parties is complete and accurate.
7.3. The Website and the Brand Websites are provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including implied warranties of the ability and fitness for a particular purpose of the Website and the Brand Websites, unless such warranties are legally incapable of exclusion. Gamesys does not guarantee that: (i) the Website or the Brand Websites will be uninterrupted or error-free; (ii) that defects on or in the Website or the Brand Website will be corrected; (iii) there are no viruses or other harmful components on or in the Website or the Brand Website; (iv) the security methods employed on or in the Website or the Brand Website will be sufficient; or (v) any content on the Website or the Brand Websites is correct, accurate, or reliable.
7.4. Gamesys reserves the right to discontinue, withdraw, terminate or modify the Website and Brand Websites included in the Market-ace affiliate programme or any part thereof at any time with or without notice or further liability to an Affiliate.
8. INDEMNITY
8.1. Without rejudice to Gamesys´ other rights or remedies under this Agreement, the Affiliate shall fully indemnify and hold harmless Gamesys and members of the Gamesys Group, affiliates, employees, officers and directors (collectively, these are referred to in clauses 8 and 9 as “Associates”) from and against all losses, damages, costs, expenses, liabilities and claims (including reasonable legal expenses) incurred by or awarded against Gamesys or any of its Associates due to or in connection with any breach by the Affiliate of:
8.1.1. any of the warranties set out in clause 7 (Warranties);
8.1.2. clauses 5.4 to 5.9 (inclusive);
8.1.3. clause 10 (Licence of Brand Marks); or
8.1.4. a breach of any provision of this Agreement.
8.2. The Affiliate shall not use Gamesys´ name in any action or claim without the prior written consent of Gamesys.
9. LIMITATION OF LIABILITY
9.1. Neither Gamesys nor any of its Associates shall be liable to the Affiliate or to any third party in contract, tort (including negligence) or howsoever arising for any:
9.1.1. any indirect or consequential loss;
9.1.2. loss of revenues, profits, contracts, business or anticipated savings; or
9.1.3. loss of goodwill or reputation,
whether or not such losses were within the contemplation of the parties at the date of this Agreement.
9.2. Nothing in this Agreement shall exclude or limit either party´s liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury resulting from its negligence or the negligence of its employees or agents; or (iii) any other matter which cannot be excluded or limited by applicable law.
9.3. The total aggregate liability of Gamesys to the Affiliate for loss or damage under or in connection with this Agreement and in connection with any event or connected series of events shall not exceed the total Commission paid to the Affiliate by Gamesys in the 12 months preceding the date on which the liability occurred. This clause shall not limit Gamesys´ liability to pay any sums due to an Affiliate under clauses 4 to 5 (inclusive).
10. GRANT OF RIGHTS
10.1. Subject to the Affiliate´s compliance with the terms of this Agreement, Gamesys hereby grants to the Affiliate a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, royalty free licence, during the Term, to use the Brand Marks solely in connection with:
10.1.1. the display of the Links provided by or on behalf of Gamesys on the Affiliate website for the purpose of performing the Services; and
10.1.2. marketing the Website and the Brand Websites through Promotional Content provided by or on behalf of Gamesys,
in each case solely in accordance with any and all brand guidelines in respect of the relevant Brand Websites (as provided to the Affiliate by Gamesys from time to time) and this Agreement.
10.2. If and to the extent that any Links and/or Promotional Content are created by or on behalf of the Affiliate, the Affiliate hereby assigns to Gamesys all right, title and interest (including Intellectual Property Rights) worldwide in perpetuity in and to such Links and/or Promotional Content without restriction. The Affiliate waives all “moral rights” in such Links and/or Promotional Content and grants to Gamesys all the consents required by Gamesys to exploit such Links and Promotional Content, without limitation so far as possible in perpetuity for any purpose. The Affiliate shall only use Links and Promotional Content created by or on behalf of the Affiliate for the purpose of fulfilling its obligations hereunder.
10.3. The Affiliate shall not make any alteration to or modification of any of the Brand Marks without the prior written consent of Gamesys and/or its licensors (as applicable).
10.4. The Affiliate acknowledges and agrees that, other than in accordance with the licences granted to it pursuant to this clause 10:
10.4.1. it neither has nor obtains any right, title or interest in the Intellectual Property Rights of Gamesys or its licensors (including the Brand Website, the Brand Marks, the Links and Promotional Content and any Player data); and
10.4.2. all right, title and interest (including goodwill) arising from the Affiliate´s use of Gamesys or its licensors´ Intellectual Property Rights will vest in Gamesys or its licensors (as applicable).
10.5. The Affiliate shall not do, cause or authorise to be done, anything which in Gamesys´ reasonable opinion will or may in any way impair, damage or be detrimental or otherwise adversely affect the reputation or goodwill associated with Gamesys (or its licensors) or any of the other companies in the Gamesys Group, the Brand Marks, or the Intellectual Property Rights vested in Gamesys (or its licensors) or any of the other companies in the Gamesys Group (or any of their respective licensors). The Affiliate shall not use the Intellectual Property Rights of Gamesys (or its licensors) or any of the other companies in the Gamesys Group (or any of their respective licensors) in any manner likely to cause harm to the validity of those Intellectual Property Rights.
11. CONFIDENTIAL INFORMATION
11.1. Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, the terms and conditions of this Agreement or any confidential information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in the future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters. Any request or direction of any legal or regulatory authority to disclose any such confidential information shall, where reasonably practicable, shall be notified promptly before compliance to the other party who shall be given reasonable opportunity to resist. Neither party shall use any such confidential information except for the performance of this Agreement.
11.2. Notwithstanding clause 11.1, Gamesys shall be entitled to disclose confidential information relating to the Affiliate (which may include contact details and other personal data) to third party complainants (or their professional advisers) if Gamesys believes (in its sole discretion) or a third party alleges that the Affiliate: (i) has infringed the rights of Gamesys or any third party; (ii) is in breach of any applicable law or regulatory requirement; or (iii) has sent or caused to be sent any form of spam.
11.3. Neither party shall make any announcement relating to this Agreement nor its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority.
11.4. The Affiliate´s obligations with respect to confidential information shall survive the termination of this Agreement.
12.TERM AND TERMINATION
12.1. This Agreement shall commence on the Commencement Date and remain in effect until terminated in accordance with clauses 12.2, 12.3 or 12.4.
12.2. The Affiliate may terminate this Agreement for any reason upon 7 days´ prior written notice.
12.3. Gamesys may terminate this Agreement for any reason immediately on written notice to the Affiliate. It is acknowledged, without prejudice to the generality of the foregoing, that Gamesys may elect to terminate this Agreement if Gamesys considers that: (i) a promotion published or operated by the Affiliate is: (a) harmful, inappropriate or aimed at undesirable countries; or (b) in any way in breach of this Agreement; or (ii) if the Affiliate sends or causes to be sent (or is alleged to have sent) any form of spam.
12.4. Either party may terminate this Agreement if the other party commits a material breach of any term of this Agreement that is irremediable within 7 days of the day on which such breach first occurred.
12.5. Either party may terminate this Agreement with immediate effect by written notice to the other party if: (i) the other party becomes insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 or any statutory modification or re-enactment thereof or equivalent provision in another jurisdiction; or (ii) any step, action, application, order, proceeding or appointment is taken or made by or in respect of the other party in relation to the whole or any part of its undertaking for a voluntary arrangement or composition or reconstruction of its debts, a distress, execution, composition or arrangement with creditors, or winding-up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy or ceasing or threatening to cease to do business, or an analogous event occurs to the other party in any jurisdiction to which it is subject.
12.6. Upon termination: (i) the Affiliate shall no longer be entitled to access the Website; (ii) the Affiliate must remove and cease to use and/or distribute (in any way) all of the Brand Marks, all Promotional Content and disable all Links; (iii) all rights and licenses given to the Affiliate in this Agreement shall immediately terminate; and (iv) within 5 days of termination of this Agreement, the Affiliate must immediately return to Gamesys or destroy at its request all the property in the Affiliate’s possession or under its control that belongs to Gamesys, the other companies in the Gamesys Group or any of their licensors and/or contain any confidential information (except Confidential Information).
12.7. If Gamesys terminates this Agreement, it retains the right to withhold Commission otherwise payable to the Affiliate in respect of the month in which such termination occurs.
12.8. The Affiliate will not be entitled to Commission with respect to Players registered before, on or after the date of termination of this Agreement.
12.9. If Gamesys continues to permit Players who have clicked on Links to register with the relevant Brand Website after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
12.10. The following clauses of this Agreement shall survive termination of this Agreement: 7, 8, 9, 10.2, 10.4, 10.5, 11, 12.6, 12.7, 12.8, 12.9, 12.10 and 13, and any other clauses, the survival of which is necessary for the interpretation or enforcement of this Agreement
13. MISCELLANEOUS
13.1. The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or representations on Gamesys´ behalf. The Affiliate will not make any statement, whether on its website or otherwise, that reasonably would contradict anything in this clause 13.1.
13.2. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by the Affiliate, and any such attempted assignment or transfer shall be void and without effect.
13.3. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
13.4. 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.
13.5. Each of the parties irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in connection with this Agreement and, for these purposes, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
13.6. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
13.7. Each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is found to be invalid or unenforceable, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.
13.8. This Agreement contains the entire understanding and agreement of the parties relating to its subject matter and supersedes in all respects any previous or other existing arrangements, agreements or understandings between the parties whether oral or written in relation to its subject matter and to the extent permitted by law excludes any warranty, condition or other undertaking implied by statute and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties. Nothing in this sub-clause shall limit or exclude any liability for fraud.
13.9. Except insofar as expressly provided in this Agreement, a person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect ant right or remedy of a third party which exists or is available apart from that Act.
13.10. This Agreement is for commercial use only, and neither the Affiliate nor its employees, or their family members, friends or associates may make purchases, directly or indirectly, through the Links for its or their own personal use or to fraudulently increase the Affiliate´s Commission.
13.11. Affiliates will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes damage to Gamesys. Gamesys reserves the right to retain all amounts due to the Affiliate under this Agreement if it has reasonable cause to believe that such traffic has been caused with the Affiliate´s knowledge. Even if the Affiliate has not knowingly generated such traffic, Gamesys reserves the right to withhold Commission with respect to such traffic.
13.12. Gamesys reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Market-ace affiliate programme at any time. Gamesys recommends that the Affiliate checks this Agreement for changes regularly. You may either agree to such changes or terminate this Agreement in accordance with the terms of this Agreement.
13.13. This Agreement was last updated on 17 September 2013 and supersedes any previous agreement. The updates made on such date are highlighted in this version and will remain highlighted for at least 30 days following such date.
SCHEDULE 1
BRAND WEBSITES

SCHEDULE 2
AFFILIATE REVENUE SHARE
Brand Website
Affiliate CPA or Revenue Share
(Cost per Acquisition or % of Net Gaming Revenue)
30€ CPA
35%
35%
35%
35%
30%
30%
50% (until 30th April 2014) 30% thereafter
35%
As detailed below

Affiliate Revenue Share relating to www.virgingames.com
Hosting Tier
Affiliates that use codes provided by or on behalf of Gamesys relating to the Promotional Content displayed on such Affiliate’s websites shall receive the Affiliate Revenue Share set out below:
First Time Depositor Tier
Revenue Share
( % of Net Gaming Revenue)
101+
40%
21-100
35%
1-20
30%
0
20%

 

Non Hosting Tier
Affiliates that use codes other than the codes provided by or on behalf of Gamesys relating to the Promotional Content displayed on such Affiliates’ websites shall receive the Affiliate Revenue Share set out below:
First Time Depositor Tier
Revenue Share ( % of Net Gaming Revenue)
200+
40%
51-200
35%
21-50
30%
1-20
20%
0
15%

SCHEDULE 3
MINIMUM DEPOSIT AND MINIMUM WAGER REQUIREMENTS
Brand Website
Minimum Deposit
Minimum Wager
10€
0.01€
£10
£0.01
£20
£20
£10
£0.01
£10
£0.01
£10
£0.01
100 kr
0.01 kr
10€
0.01€
£10
£0.01
£10
£0.01

SCHEDULE 4
PROHIBITED WEBSITES
  • Allá Tú
  • Bingo Gold
  • Botemania.co.uk
  • Botemania.es
  • Botemania.es
  • Botemania.eu
  • Danza de los Diamantes
  • deal no deal
  • deal or no deal
  • Diamond Bonanza slot
  • Diamond Bonanza slots
  • Diamond Bonanza
  • Duble Buble
  • El Precio Justo Bingo
  • El Sueño Americano
  • El Templo de la Fortuna
  • Fortune Temple slot
  • Fortune Temple slots
  • Fortune Temple
  • full house bingo
  • fullhouse bingo
  • fullhousebingo
  • gamesys co uk
  • gamesys com
  • gamesys
  • Houdini slot
  • Houdini slots
  • Houdini
  • jack pot joy bingo
  • jackpot joy bingo
  • jackpot joy uk
  • jackpot joy
  • jackpot
  • jackpotjoy bingo com
  • jackpotjoy bingo
  • jackpotjoy casino
  • jackpotjoy co uk
  • jackpotjoy co uk
  • jackpotjoy com
  • jackpotjoy com
  • jackpotjoy game
  • jackpotjoy games
  • jackpotjoy uk
  • jackpotjoy
  • jackpotjoybingo.com
  • jackpotjoybingo
  • jpj bingo
  • jpj
  • La Isla de Tiki
  • Mina de Oro
  • new sun bingo
  • newsunbingo.co.uk
  • newsunbingo.com
  • newsunbingo
  • Price Is Right Bingo
  • sun bingo
  • sunbingo.co.uk
  • sunbingo.com
  • sunbingo
  • Super Bingo Plus
  • The Price Is Right Bingo
  • Tiki Island slot
  • Tiki Island slots
  • Tiki Island
  • Caesarsbingo
  • Caesarspalace
  • Caesars
  • Caesarsbingo.com
  • Caesarsbingo.co.uk
  • Caesarspalacebingo.com
  • Caesarspalacebingo.co.uk
  • Caesarscasino
  • Caesarspalace
  • Casinocaesars
  • Caesarscasino.com
  • Caesarscasino.co.uk
  • Caesarspalacecasino.com
  • Caesarspalacecasino.co.uk
  • games.heart.co.uk
  • heartbingo.co.uk
  • Fabulous Bingo
  • Fabulousbingo.co.uk
  • Virgin Games
  • Virgin Bingo
  • Virgin Casino
  • Virgin Slots
  • Virgin Poker