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Terms and Conditions

Please read this agreement carefully before applying to use these services. By using and/or registering an account as an affiliate with the affiliate programme, you agree to be bound by these terms and conditions. Be sure to read the updates of these terms and conditions periodically as changes may be made to them from time to time and you will be legally bound by these changes.

In these terms and conditions, the following words and expressions shall be defined as:

Affiliate: A (natural or juristic) person that has registered and is accepted by the affiliate programme To Play Affiliates as an affiliate of the programme, that may or may not be associated with another as a parent, subordinate or member who has registered and is accepted by TPA as an Affiliate of the Affiliate Programme in terms of this Agreement.

Affiliate Programme: The affiliate programme operating as To Play Affiliates which is licensed to Broadway Gaming Ltd.

Broadway Gaming Ltd.: The Licensee of To Play Affiliates, a Republic of Ireland-registered company with registered address at 16-20 Hospitality House, Cumberland Street South, Dublin, DO2Y 097, who operates Lucky247 Casino. Broadway Gaming Ltd. is licensed by the Lotteries and Gaming Authority of Malta (License numbers: MGA/CL1/638/2010 and MGA/CL3/638/2010) and licensed and regulated by the Gambling Commission (License Number: 000-039075-R-319385-002).

Commission: The commission that will be paid as specified below in clause 5.1.

Confidential Information: Any information of whatever nature, which has been or may be obtained by the Affiliate from To Play Affiliates and/or the Merchant Client (hereinafter "Merchant") and/or its Licensors, whether relating to To Play Affiliates or a Merchant’s information and whether in writing or in electronic form or pursuant to discussions between To Play Affiliates, or which can be obtained by examination, testing, visual inspection or analysis, including, without limitation, scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, customer lists, price lists, studies, findings, computer software, inventions or ideas; analyses, concepts, compilations, studies and other material prepared by or in possession or control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this definition and includes any dispute between the Affiliate and To Play Affiliates or the Affiliate and a Merchant resulting from this Agreement;

Charge Back: Where a Customer, or the issuing bank of the credit card, or any other third party payment solution provider processes a reversal of charges in relation to a credit card or third party purchase transaction to the casino, and for the purposes of calculating Casino Net Win is regarded as Fraud.  Chargebacks are deducted from affiliate earnings in the month they are charged.

Copyright: For purposes of this agreement shall be limited to the existing and future copyright in the trade mark devices, logos, getup, trade dress, websites, marketing material and/or trading styles relating to, or incorporated in, the Merchant websites.

Customer: A person (or entity) that You direct (by whichever means) to a Merchant of To Play Affiliates, who can be linked to your Affiliate ID, and who opens an account with any Merchant of To Play Affiliates i.e. ‘players’ or ‘active accounts’. By opening an account with a Merchant of To Play Affiliates, that person (or entity) will become the Merchant’s Customer therefore all Merchant rules, policies and operating procedures will apply to them as a Customer.

Fraudulent Activity: Any form of deception which, in the opinion of the Merchant or Affiliate Programme, is deliberately practised by a Customer or an Affiliate in order to secure a real or potential, unfair or unlawful gain, and shall include Fraud Costs. Fraudulent activity includes, but is not exclusive to, registering multiple accounts, falsifying credit card information, and/or reversing credit card charges to the Merchant.

Fraud Costs: Any costs (financial or otherwise) that To Play Affiliates or its Merchants incur as a direct or indirect result of Fraudulent Activity by Yourself, Your employees and/ or Customers/ players whom You, as Affiliate, have introduced to the Merchant.

Intellectual Property: Shall mean both the Trade Mark and the Copyright of the brands associated to ToPlay Affiliates

Merchant/Merchant Client: A party (a casino) for which professional services are rendered.  Under this agreement To Play Affiliates provides, on behalf of the Merchant and the Affiliate, services to both parties who may have various other sub sites and brands.

Notice: Shall mean a written document

Second-tier Affiliate: A person or entity that you direct in any manner to To Play Affiliates, and who can be linked to Your Affiliate ID, which person or entity becomes an Affiliate of To Play Affiliates.

Spam: Unsolicited e-mail or text message, sent indiscriminately to one or more mailing lists, individuals, or newsgroups.

Term: Shall be the term of this Agreement, commencing on the activation of the Affiliates account (commencement date) and remaining in full force and effect until the Affiliates account is terminated in accordance with this Agreement (termination date).

This Agreement/These Terms of Use: This Term of Use Agreement.

To Play Affiliates: Shall mean Toplayaffiliates.com a third party solution provider that facilitates an association between a Merchant and an Affiliate.

Us/We/Our: To Play Affiliates, licensed to Broadway Gaming Ltd. on behalf of To Play Central (Ltd)

You/Your/Member: You in Your capacity as an Affiliate

 

2. Terms of Use of this Agreement

Your usage of this website, including but not limited to all web pages under the domain ToPlayAffiliates.com, or any other domain that may be registered by To Play Affiliates or any parent company, subsidiary or associated company of To Play Affiliates (collectively called the ‘Site’) during the course of this Agreement and all information, media, data, text, information or other materials (collectively called the ‘Content’) contained therein, confirms your acceptance of this Agreement, and is subject to Your continued compliance with the Terms and Conditions of this Agreement.

If Your site is considered unsuitable by Us, we reserve (and will exercise) the right to immediately reject your application or terminate the Agreement. Details of what constitutes an unsuitable site can be found in clause 6.4.

 

3. To Play Affiliates: Rights and Obligations

3.1   Appointment as an Affiliate – To Play Affiliates shall evaluate your application on submission and notify you of our acceptance or rejection of the application in a timely manner. You will be granted non-exclusive rights to direct Customers to To Play Affiliates and/or our Merchant sites and services in accordance with the Terms and Conditions of this Agreement. We intend to and shall contract with and obtain the assistance of others at any time to perform services of the same or similar nature as yours.

3.2 Licence to use Intellectual Property – On acceptance of your Application to the Affiliate Programme:

3.2.1 You will be granted a non-exclusive, non-transferrable license (during the term of this Agreement) to use To Play Affiliates and our Merchant’s trademarks, logos, copyrights, service marks and other proprietary rights (i.e. Intellectual Property licensed, in turn to Us from their owner) solely in connection with the display of banners on Your site and other related marketing services, and strictly for no other use whatsoever. Any breach of such Intellectual Property rights, may result in penalties, as more fully set out hereunder.

3.2.2 The Affiliate acknowledges that the Intellectual Property will at all times remain the property of the Merchant and/or its licensors. The Affiliate acknowledges that it has no claim or right of whatever nature in and to the Intellectual Property, other than those provided in terms of the License.

3.2.3 In the event that the Merchant grants You permission to provide a user interface enabling customers to access the Merchant’s gambling facilities, You will ensure that:

1) any such user interface complies with the legal, technical and regulatory requirements of the region in which it operates;

2) in the event of a breach of (1) above, the Merchant can terminate such contract, if in the Merchant’s reasonable opinion, You breached such terms

3.3 Registered Customers - To Play Affiliates will record Customer registrations. The Merchant has the right to refuse and close accounts if necessary to comply with any requirements that they may periodically establish.

3.4 Track and report on Customers' financial activity – To Play Affiliates will track all Customer purchases and financial activity (including all wagering, wins and losses) and will provide reports summarising their activity.  The form, content and frequency of these reports may however vary from time to time. You will be provided remote access to reports of Customer activity and the commission generated.  In order to access these reports, You will be provided (or You will specify on registration) a Username and Password. To Play Affiliates will provide you with a unique tracking link – it is your responsibility to ensure that the tracking links are functioning properly, used correctly and are in the correct syntax (To Play Affiliates will not be able to track players if the links used to bring the player to the Merchant are incorrect).

3.5 Pay You a CommissionTo Play Affiliates will facilitate payment of Commission from the Merchant to You as the Affiliate, based on income the Merchant earns from the financial activity (deposits & wagers) from your Customers after they open an account with the Merchant. We reserve the right to change payment terms at any time on 14 days’ notification (see paragraph 4 below in relation to Commission). We strive to have all payments paid to the affiliate partners by the 10th business day of every month.

3.6 Modification of this Agreement - We may amend, alter, delete, interlineate or add to any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Commissions, fee schedules, payment procedures, and referral programme rules.

Any amendments, alterations, deletions, interlineations or additions to this Agreement shall be effective immediately upon notice, which may be provided to You via e-mail or by display on the Site (hereinafter, "Notice"). Your use of the Site and/ or continued marketing of Us or Our Merchants after such Notice is given to You will be deemed acceptance of such amendments, alterations, deletions, interlineations or additions of the new Agreement should this Agreement be replaced in its entirety. Be sure to review this Agreement periodically to ensure familiarity with its most current version.

Unless approved by our internal legal processes, no modifications, additions, deletions or interlineations of this agreement are permitted or will be recognized by us. Should an alternative arrangement be made, this will be recorded as an addendum to this document and signed by both parties  Your usage of this website, including but not restricted to, all pages under the domain ToPlayAffiliates.com or any other domain that may be registered by To Play Affiliates or any parent company, subsidiary or associated company or To Play Affiliates (collectively the “Site”), during the course of this Agreement and usage of all information, data, text, software, information, media or other materials (collectively, the “Content”) contained therein confirms your acceptance of this Agreement and is subject to Your continued compliance with the terms and conditions of this Agreement.

 

4.  Rights & Obligations:

4.1 By applying for an account at To Play Affiliates you warrant that:

•You have read and understood the Terms and Conditions

•The information supplied in Your registration application to To Play Affiliates is valid, accurate and complete, and you will notify the affiliate programme of any changes

•You have independently evaluated the laws that apply to your activities and believe that you may participate in the affiliate programme without violating any laws applicable to you.

•You are solely responsible for any and all activities that occur under the access to and use of the services under your username, account number, affiliate account(s) and password regardless of whether such access and/or use was authorized by or known to you or not.

•The execution of this Agreement by You, and the performance by You of Your obligations and duties hereunder, do not and will not violate any agreement to which You are a party or by which You are otherwise bound

 

4.2 Spam Policy – Any form of Spam will result in the Affiliates account being placed under review and all funds due to the Affiliate being withheld pending an investigation. If the Merchant incur expenses and/ or damages in dealing with Spam generated mail or being blocked by third party Internet Service Providers these same expenses and/ or damages may be deducted from the Affiliates account should the Merchant seek recourse against To Play Affiliates

Should the above occur the amount of such expenses and/ or damages as determined by the Merchant will be deemed fair and final and acceptable to the Affiliate. Should these expenses and/or damages not be covered by funds in the Affiliates account To Play Affiliates has the right to investigate other alternative means for obtaining payment, for example: should the Affiliates account have generated purchasing accounts, To Play Affiliates will have the right to withhold payment and/or demand payment for expenses and/or damages suffered by us or the Merchant. Should the Affiliates account not be active or be generating profit through commission payments, To Play Affiliates shall have the right to demand payment from the Affiliate.

Should You require more information regarding Our Spam policy, or You wish to report any incidences of Spam please contact Us at spamreport@toplayaffiliates.com.

 

4.3 Marketing Material – On acceptance of your application as an affiliate of To Play Affiliates,you will be granted access to banners, text and/or other online and offline promotional materials and trademarks (collectively “Approved Marketing Material”) via the Site, newsletters and To Play Affiliates staff.  You may place these materials on Your site and/or utilise them through email and/or direct marketing or offline marketing. These are the designated methods by which You may advertise on behalf of the Merchant or To Play Affiliates.

You may not alter any of the Approved Marketing Materials or make use of other marketing materials without Our prior written consent. 

4.4 Affiliate Appointment - You hereby accept the appointment as Our Affiliate in terms of clause 3.1 above.  You acknowledge that this Agreement does not grant You an exclusive right or privilege to assist Us in the provision of services arising from Your referrals. You shall have no claims to Commissions or other compensation on business secured by or through persons or entities other than You (or those associated with your affiliate account).

4.5 Approved Layouts - In the absence of Our prior written approval, You will only be permitted to use Our Approved Marketing Material as available on To Play Affiliates, or supplied directly to You by Us, and will not alter its appearance nor refer to Us, Our Merchants or Our/their partners in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by Us and constitute the only authorised and permitted representation of Our Merchant’s sites.

4.6 Good Faith/Ethical Conduct - You will not contravene the Merchant’s responsible gambling policies and if it is deemed that this clause has been breached the Merchant reserves the right to terminate the contract. You will not benefit from known or suspected traffic not generated in good faith, or via spam, whether or not it actually causes Client damage. This is including but not limited to You playing under Your own affiliate tracking links, brand bidding and or any other fraudulent behaviour. Should fraudulent activity arise through a person directed to a site via your link, we retain the right to retract the commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into.  We reserve the right to retain all amounts owed to you, either current or future, under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge. Even if you have not knowingly generated such traffic, we reserve the right to withhold referral fees with respect to such traffic.

4.7 Responsibility for Your Site and/or Marketing Methods and Activities - You will be solely responsible for the development, operation, and maintenance of Your site and/or Marketing methods and activities and for all materials that appear on Your site and/or distributed via Your Marketing methods and activities. For example, You will be solely responsible for ensuring, amongst other things, that materials posted on Your site are not libellous or otherwise illegal. In the case of Approved Marketing Material, You are required to ensure that all offers are current.

4.8 License to use Intellectual Property - The license granted to You in terms of clause 3.2 above may not be sub-licensed, assigned or otherwise transferred by You, and shall only be used for the purposes set out therein.  You shall not during the term of this Agreement nor at any time thereafter assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property in any action or proceeding of whatever kind or nature, shall not take any action that may prejudice Our Merchants' rights in the Intellectual Property, render the same generic, or otherwise weaken their validity or diminish their associated goodwill, nor use the license for any other purpose than that for which it is intended, and as set out in clause 3.2

4.9 Restrictions - You shall not earn Commission on the Casino Net Win of any Second-tier Affiliate if, in the case that You are a juristic entity, they are Your employee, director, shareholder or agent or, in the case that You are a natural person, they are Your employee, agent or direct family member and; shall not earn Commission on the Casino Net Win on Your own Customer Account nor on the Customer Account/s of Your employees or immediate family members. If You or Your employees sign up as a Customer at our casino Merchant and we deem your activity at the merchant to be fraudulent, abusive or in bad faith, we have the right to terminate this Agreement and withhold payment for these activities

4.10 Confidential Information - Except as otherwise provided in this Agreement or with the consent of any other parties hereto, all parties agree that all information, including, but not limited to, the terms of this Agreement, business information and technology concerning Us or You, respectively, or any of Our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by such party for its 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 through a source or sources other than such party hereto or its Affiliates.

During the term of this Agreement, You may be entrusted with Confidential Information relating to the business, operations, or underlying technology of Our Merchants and/or the Affiliate Programme (including, for example, Commission earned by You under the Affiliate Programme). You agree to avoid disclosure or unauthorised use of the Confidential Information to third persons or outside parties unless you have Our prior written consent and that You will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.

4.11 Data Protection - You shall comply with any relevant data protection laws in the jurisdiction in which You are domiciled and any jurisdictions in which You operate.

4.12 Money Laundering - You may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities.

It is recorded that some jurisdictions in which We operate have strict laws on money laundering that may impose an obligation upon Us to report You to the federal or local authorities within such jurisdictions if We know, suspect or have reason to suspect that any transactions in which You are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Affiliate Programme or Our Merchants to facilitate criminal activity. If we have any knowledge or suspicion envisaged above We may:

 

(a) immediately suspend, deregister or terminate Your membership of the Affiliate Programme; and/or

(b) in our absolute discretion, not pay You any funds due to You as Commission.

 

We reserve the right to report you to the aforementioned federal or local authorities should we, in our absolute discretion; determine that we are obliged, by law, to do so.

4.13 Limitations of Advertising

a) The use of the licence for any purposes other than that provided for in clause 3.2 and any use of whatsoever of domain names, brand names, trademarks or words that are the same, or confusingly similar, to Lucky247 Casino, for any purposes other than that provided for in clause 3.2, shall not only be considered to be a breach of the good faith provisions contained in To Play Affiliates Terms and Conditions (see clause 4.6), but also as an unlawful breach of the applicable intellectual property rights. For clarity, this includes, but is strictly not limited to, instances where You register, or attempt to register, domain names containing the names, or words confusingly similar, to those set out above. In the event that To Play Affiliates has reasonable cause to believe that any such breach has occurred, it retains the unilateral and final right to retain indefinitely any current or future amounts owed to you. Save that, in the event of such breach, To Play Affiliates will first notify You, in writing or by email, that a breach has occurred, and informing You that, as a result of the breach, commission is retained and/or that failure to remedy the breach within a specified period of time will result in commission being retained. In both instances the amount of commission retained will be at the sole discretion of To Play Affiliates.

b) Any bid made by you to any Internet search engine on keywords including without limitation, Lucky247 & Lucky 247 trademarks or words that are confusingly similar, shall be considered to be a breach of the good faith provisions contained in To Play Affiliates Terms and Conditions (see clause 4.6).

c) You may not place advertisements for any and all of Our Merchant Clients on websites providing unauthorised access to copyrighted content. 

4.14 Licence Conditions

You are required to conduct yourselves in so far as You carry out activities on behalf of the Merchant as if You are bound by the same licence conditions and subject to the same codes of practise as the Merchant;

You are obliged to provide such information as may be reasonably required from time to time in order to enable the Merchant to comply with its information reporting and other obligations to the various regulatory authorities;

Subject to clause 9.7, the Merchant may terminate this agreement, if in our reasonable opinion, You are in breach of any terms in this agreement or in breach of any country specific regulatory requirements applicable to affiliate advertising or in breach of a relevant advertising code of practice within the country being advertised.

 

5. Commission: Calculation and Payment

5.1 You will earn Casino Commission based on:

5.1.1The Casino Net Win (Gross Wins less Progressive Contributions (progressive games only) less Non-Cash Items (bonuses) less Fraud less Admin Fees); and/or the Casino Net Win generated by Second-tier Affiliates.

 

5.1.2 Gross Win: the total revenue generated by the casino as a result of all purchases by players introduced to the casino by You. Any fees and or taxes in the licensed market where applicable, shall be calculated as follows:

 

5.1.2.1                   If the collective Casino Net Win from referred players in a month is below €7,500, you will receive 25% of Casino Net Win

5.1.2.2                   If the collective Casino Net Win from referred players in a month is between €7,500 and €15,000, you will receive 30% of Casino Net Win

5.1.2.3                   If the collective Casino Net Win from referred players in a month is between €15,000 and €30,000, you will receive 35% of Casino Net Win

5.1.2.3                   If the collective Casino Net Win from referred players in a month is above €30,000, you will receive 40% of Casino Net Win

5.1.2.4                   For the initial 3 month period in which you join To Play Affiliates as an affiliate, you will earn 50% of the commission of the combined Casino Net Win generated by you.

Should an alternative arrangement be made, this will be recorded as an addendum to this document and signed by both parties 

5.1.3 For the purposes of this clause 5.1 the following terms shall have the following meanings:

5.1.3.1 Fraud: any conduct that the casino in its sole discretion determines to be fraudulent conduct which shall include, but not be limited to, fraudulent credit card transactions and/or Charge Backs.

5.1.3.2 Gross Win: the total revenue generated by the casino as a result of all purchases by players introduced to the casino by You

5.1.3.3 Casino Net Win: Gross Wins less Progressive Contributions less Non-Cash Items less Fraud less Admin Fees.

5.1.3.4 Non-Cash Items: the value of free credits (bonuses) paid to player accounts.

5.1.3.5 Admin Fees: costs associated with the operation and management of the partner websites including, but not limited to, ongoing product development and support, IT, hosting, payment processing fees, risk and fraud detection, applicable gaming taxes, accounting and auditing and gaming platform and affiliate software licensing fees.

5.1.3.6 Progressive Contributions: a percentage of revenue generated on any progressive game that is paid over by the casino into a progressive pool.

5.1.3.7 Balances carried over: In the calculation of Commission where Net Win is negative due to Customer winnings and/or Non-Cash Items and/or Progressive Contributions said balance will be set to zero. A negative balance due to Fraud costs will be carried over.

5.1.4 CPA Payment Plan:  In accordance with the CPA Payment Plan, you will receive a one-off payment for every New Player you direct to any of our Sites. A CPA Payment will be owed and payable to you if and when a qualifying Player completes first registration on one of the Sites, deposits the minimum required amount and meets the minimum wagering activity requirements, as previously agreed upon in writing with your Affiliate Manager.

5.1.4.1 In the event of a Chargeback received against or issuance of credit to a qualifying Player, that Player will be discounted for the purpose of the CPA Plan. In addition, any CPA Payment previously made to you in respect of such a Player will be deducted from future payments to you and;

5.1.4.2 To Play Affiliates will negotiate each CPA deal with the affiliate on a case by case basis with the structure of the deal requiring an addendum document detailing the structure of the deal to be signed by both parties before commencing. A CPA Payment will be owed and payable to you in respect of a qualifying Player upon the first registration and the depositing of the minimum required amount (in some cases this may also include a minimum wagering requirement). All subsequent activity by such a Player within that Site will not warrant any payment to you. A CPA Payment will be made to you as a once-off payment for each qualifying Player.

5.1.4.3 We do not pay for incentivised traffic in any form and we do not pay for schemes where a Player is given part of the CPA as an incentive or any roulette playing schemes or casino systems where players are advised on how to play to beat the casino.

5.1.4.4 We do not pay for CPA players sent via Brand bidding as set out in term 4.13

5.1.4.5 To Play Affiliates reserves the right to refuse to pay for any Player and/or traffic that they deem to be abusive as per the terms and conditions of To Play Affiliates.

5.2 Fraud Costs - We have and reserve the right to pass on any Fraud Costs to Your account.

5.3 Commission Payment - We will process the Commission earned by You in the previous calendar month by the 10th business day of the following month. We shall not be liable to You in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising.

Payment shall be made by Us to You by way of the method selected by You on registration, but only in US dollars, Euros or UK Pounds at the market exchange rate.

Affiliates will only be paid by bank wire if the total amount owed in a single month is €500 or more. This is because of the costs associated with sending bank wires with a value lower than this.  If the total amount owed is less than €500, the affiliate will be paid by cheque.  If an affiliate wishes to be paid by bank wire when the amount owed is less than €500 then they must contact us at info@toplayaffiliates.com by the fifth day of the following month in question.  In doing so affiliates thereby agree to pay any associated costs that arise as a result of receiving the bank wire.

Commission will be based upon our good faith calculation based on our statistics. Affiliates will only be paid referral fees once they have a balance of €100 owing to them. We reserve the right to change the Commission schedule and method of calculation of Commission and each affiliate affected by any change will be notified within a reasonable time period prior to any change.

5.4 High-Roller Policy

5.4.1 In any given month, if an individual player generates a negative net win of at least €7,500 ('high-roller'), and the aggregate net win in that month (for the casino) for that affiliate is negative €1,500 or greater, then the high-roller policy will apply.

5.4.2 If both of the above criteria are met (see clause 5.4.1) then the negative net win generated by the high-roller will be carried forward and offset against future net win generated by that high-roller.

5.4.3 If there is more than one high-roller, the negative balance carried forward will be split proportionally between them.

5.4.4 The negative balance of a high-roller will be reduced by future positive net wins that they generate in subsequent months. A negative balance will not be increased by future negative net wins unless the high-roller meets the qualifying criteria in subsequent months (see clause 5.4.1).

5.4.5 Affiliates who have qualifying high-rollers on their account will be notified at the beginning of the following month.

6. Term and Termination

6.1 Term - The term of this Agreement will commence on acceptance of Your registration by To Play Affiliates and shall endure until terminated for any reason on notice by either Party.

6.2 Termination - Notice of termination shall be given in writing by either Party to the other. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.

6.3 Consequences of Termination - Upon termination all rights and licenses granted to You in this Agreement shall immediately terminate. You must immediately remove any reference to To Play Affiliates and any of its Merchants from Your site and disable any links from Your site to same.  In particular, You shall immediately remove access to any derivative website established by Yourselves.

6.3.1 Upon termination for reasons other than breach of this Agreement by Yourselves, You shall continue to be entitled to receive Commission on the terms and conditions as specified herein.

6.3.2 If We continue to permit activity (generation of revenue) from Customers directed by You after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.

6.3.3 You will return to Us any Confidential information and/or Customer Information, and all copies of it in Your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations relating to Us or to Our Merchants. You will take immediate steps to transfer ownership to Our Merchants of each derivative URL established by You, at a cost to To Play Affiliates and/or Our Merchants not exceeding that incurred by You in registering the derivative URL.

6.3.4 You and We and Our Merchants and their electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate You from any liability arising from any breach of this Agreement, that occurred prior to termination.

6.4 - WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE.

Any form of traffic that is generated from any medium that is aimed at children, promotes violence, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates intellectual property rights, or are otherwise considered by Us to bring To Play Affiliates or Our Merchants into disrepute or prejudice the interests of To Play Affiliates or Our Merchants in any way is considered unsuitable and constitutes a breach of agreement.

6.4.1 By entering into this Agreement you undertake that you, or any Second Tier Affiliate will not actively target Customers in any of the countries that the Merchant does not accept players from.

6.4.2 To Play Affiliates reserves the right to immediately terminate this Agreement should you or your Second-tier Affiliate breach the above mentioned clause 6.4.1 and excludes to the fullest extent lawfully permitted all liability incurred pursuant to such a breach of the abovementioned clause 6.4.1.

6.5 Sale of Business - We recognise that an Affiliate may wish to sell his/her/ its Affiliate business to a third party. We require an Affiliate to recognise and respect that the personal qualities, probity and background of Affiliates is vital to Our decision to accept a person as an Affiliate of the Affiliate Programme.

6.5.1 If an Affiliate wishes to sell or otherwise dispose of the shares or assets of his/her/its Affiliate business to a third party (or conclude any transaction of a similar nature with a third party that will result in an effective change in control of his/her/its Affiliate business) the Affiliate shall be required, prior to completing the sale, disposal or transfer, to:

(i) give Us no less than 30 (thirty) days prior written notice of such intention, simultaneously provide such details as We may request (which shall include, but not be limited to, the selling of the Affiliates Affiliate ID and full details of the intended purchaser (including their banking details and, if they are already an Affiliate of the Affiliate Programme, their Affiliate ID) and furnish Us with an irrevocable consent and authority to pay the selling Affiliates Commission, after the sale is completed, to the purchaser, in a form acceptable to Us in Our sole discretion; and

(ii) To Play Affiliates at its sole discretion has the right to continue business or terminate the agreement with the new owner/entity – such decision will be conveyed in writing to the existing affiliate

6.5.2 If We reject the intended purchaser as an Affiliate of the Affiliate Programme and the selling Affiliate nevertheless decides to proceed with the sale, We reserve the right to terminate this Agreement insofar as it relates to the selling Affiliate, the business sold and/or the purchaser.

7. Relationship of Parties

7.1 You and We are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You shall have no authority to make or accept any offers or representations on Our behalf. You shall not make any statement, whether on Your site or otherwise, that conflicts with this clause 7.1.

7.2 You shall not make any claims, representations, or warranties in connection with Us or Our Merchants and You shall have no authority to, and shall not, bind Us or Our Merchants to any obligations outside of this Agreement, unless agreed to in writing by either To Play Affiliates or Our Merchants.

 

8. Indemnity, disclaimers and Limitation of Liability

8.1 Indemnity - You shall defend, indemnify, and hold Us and Our Merchants and their electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with (a) any breach by You of any warranty, representation, or agreement contained in this Agreement, (b) the performance of Your duties and obligations under this Agreement, (c) Your negligence or (d) any injury caused directly or indirectly by Your negligent or intentional acts or omissions, or the unauthorised use of Our banners and links or this Affiliate Programme. Further, You will indemnify and hold Us harmless from all claims, damages, and expenses (including, and without limitation, attorney’s fees) relating to the development, operation, maintenance, and contents of Your site.

8.2 Disclaimers - We make no express or implied warranties or representations with respect to the Affiliate Programme, To Play Affiliates or Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, 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 Our site (including service and tracking) will be uninterrupted or error-free. We will not be liable for the consequences of any such interruptions or errors.

8.3 Limitation of Liability - We will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Programme, even if We have been advised of the possibility of such damages. Further, Our aggregate liability arising with respect to this Agreement and the Programme shall not exceed the total Commission paid or payable by Us to You under this Agreement. Our obligations under this Agreement do not constitute personal obligations of Our directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.

 

9. Miscellaneous

9.1 Governing Law - This Agreement will be governed by the laws of the Republic of Ireland without reference to rules governing choice of laws.  Any action relating to this Agreement must be brought in the Republic of Ireland and you irrevocably consent to the jurisdiction of these courts.

9.2 Mutual Support - Both Parties shall give each other their mutual support in the giving of effect to the spirit, purport and object of this Agreement.

9.3 Third Parties - Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.

9.4 Assignability and Enurement - 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, enure to the benefit of, and enforceable against You and Us and Your and Our respective successors and assigns.

9.5 Non-Waiver - Our failure to enforce Your strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of Our right to subsequently enforce such provision or any other provision of this Agreement.

9.6 Force Majeure - 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.

9.7 Remedies - Our rights and remedies hereunder shall be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy.  Nothing contained in this Agreement shall limit or affect any of Our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that Our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

9.8 Severability/Waiver - Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

9.9 General - This agreement will stay in effect for as long as To Play Affiliates makes this service available, unless this agreement is terminated prior thereto in terms of clause 6 above.