(888.com) – Terms Update – November 18 2008

  
TERMS & CONDITIONS

888 Group
  
This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Cassava Enterprises (Gibraltar) Limited ("Cassava" or "we" or "us"), and you, regarding your application to participate as an affiliate (an "Affiliate") of Cassava in the Uffiliates scheme. As an affiliate your role will be to promote the "Casino-on-Net/888.com" site owned and operated by Cassava (the "Casino Site"), the "PacificPoker.com" site owned and operated by Cassava (the "Poker Site"), the "888 Backgammon" site owned and operated by Cassava (the "Backgammon Site"), the “888ladies.com” site owned and operated by Cassava (the “Bingo Site”) and/or the “888sport.com” site owned and operated by Cassava (the “Sports Betting Site”), (the Casino Site, the Poker Site, the Bingo Site, the Backgammon Site and the Sports Betting Site collectively referred to as the "Sites").
 By marking the "I have read and agree to the terms and conditions" box (or similar wording) you accept the terms and conditions of this Agreement,which is a legally binding agreement between you and us.
 
1. Uffiliates Application and Enrollment. To become an Affiliate within the Uffiliates scheme you will have to submit a completed Uffiliates application, as made available on the Sites. We will evaluate your application and, provided that your application is acceptable, notify you of your acceptance to the Uffiliates scheme. We may reject your application if we determine, in our sole discretion, that your sites (as indicated in your application) ("Affiliate Sites") are not suitable for any reason, including, but not limited to, inclusion of content on your Affiliate Sites that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues or (v) any unlawful behavior or conduct. Similarly, we shall reject your application if we determine, in our sole discretion, that any of your Affiliate Sites are designed to appeal to minors. Further, Cassava is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard. Therefore, we shall reject your application if we deem, at our sole discretion, that any of your Affiliate Sites   are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware. You shall have no right to appeal any decision to reject your application.  
  
2. Protection of Minors. In accordance with the Government of Gibraltar’s Gaming Ordinance, persons under the age of 18 are not allowed to register with or play on our Sites. Our Sites are not designed to attract children or adolescents, and we take certain measures to block underage persons from registering with the Sites. Therefore, we shall reject your application if we determine, at our sole discretion, that any of your Affiliate Sites are designed to appeal to minors and, as such, are not suitable for the Uffiliates scheme .
 
3. Setting Up Links and Promotions. In the event of your acceptance as an Affiliate, we will make available to you, banner advertisements, button links, text links and other content as determined by Cassava (all of which shall relate specifically to the Sites), which shall link to either the Casino Site, the Poker Site, the Backgammon Site, the Bingo Site or the Sports Betting Site (collectively referred to hereinafter as the "Links"), which you may display on your Affiliate Sites, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. If during the term of this Agreement you wish to place the Links on sites other than the Affiliate Sites you must request and receive Cassava’s permission for the placement of the Links on such alternative sites before placing any such Links (where permission is granted, such alternative sites shall then become Affiliate Sites for the purposes of this Agreement). You may not modify a Link, unless you have received prior written consent from Cassava to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you. You may not advertise the Sites in any way not approved in advance by Cassava including, without limitation, the use of spam e-mails. In addition to your use of Links you may promote the Sites by means of (i) distribution of CDs containing Site-related software (the "CDs") to potential Money Players , as defined below and (ii)_the publication of bonus codes (each a "Promotion" and collectively the "Promotions"). Your activities in relation to a Promotion shall be strictly in accordance with Cassava’s relevant guidelines as such shall exist and be amended from time to time. Your offering of a Promotion at any time shall be conditional on your receipt of our prior written approval for the Promotion and in the event that you do not receive our approval in relation to a Promotion, you shall not be permitted to receive any commissions generated on account of Money Players, as defined below, who have become such a player in connection with the relevant unapproved Promotion. You shall refrain from marketing the Sites in any way which might compete with our own marketing efforts, unless you have received written approval from us in such regard. By way of example, only the following activities will be considered to be activities, which if undertaken by you, would compete with our own marketing efforts and are prohibited hereunder: (i) the placement of Links on any Internet sites on which we place advertisements for the Sites and (ii) the promotion of the Sites by you by way of keyword advertising with Internet search engines. Your breach of the foregoing provisions will constitute a breach of this Agreement, and Cassava retains full authority to (i) terminate this Agreement immediately in the event of such breach and (ii) retain for its own account any commission arising as a result of such competitive activities that would otherwise have accrued to your benefit.
 
4. Leads and Money Players.  A "Lead" shall mean an Internet user who accesses one of the Sites directly through a Link, opens a new user account and makes the required minimum deposit in such account.    A "Money Player" is a Lead who has achieved the following criteria:  (i) earns 20 "comp points" in relation to the Casino Site; or (ii) earns 20 "Frequent Players Points (FPPs)" in relation to the Poker Site; or (iii) plays on the Backgammon Site, the Bingo Site or the Sports Betting Site. For the foregoing purpose, the terms "comp point" and "frequent Players Points" shall have such definition and shall be earned by Leads in accordance with the guidelines as shall be set from time to time by Cassava. Neither you nor your relatives are eligible to become Leads or Money Players and should you or they do so you will not be eligible to receive the relevant commission. For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling. The number of Leads per individual household computer is strictly limited to one. Cassava’s measurements and calculations in relation to the number of Money Players and the relevant Gross Revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of your Money Players and the relevant Gross Revenue figures available to you through the Uffiliates information site that is located at http://www.uffiliates.com. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your Affiliate Sites and the Sites are properly formatted throughout the term of this Agreement.
 
5. Commissions. With respect to the Casino Site and Poker Site the commission scheme for all new Affiliates shall be the following:
  
CASINO AND POKER PROGRESSIVE GROSS REVENUE SHARE SCHEME:
  

Monthly Number of Money Players:

% of Gross Revenue You Receive (From your Money Players’ Casino & Poker Gross Revenue per Calendar Month)

0

10%

1 – 5

25%

6 – 20

30%

21-50

35%

51+

40%

  
For these purposes the term "Casino Gross Revenue" shall mean the sum total of all of a Money Player’s bets while playing at the Casino Site, less the winnings of a Money Player, less any credits, bonus or promotional amounts given to a Money Player, less any chargebacks (including amounts paid as a result of credit card abuse or fraud, or paid to a Money Player to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible revenue attributable to a Money  Player.
For these purposes the term "Poker Gross Revenue" shall mean the sum total of all Money Players’ contributions to "rakes" the Money Players were involved in while playing at the Poker Site, less any credits, bonus or promotional amounts given to Money Players, chargebacks or any uncollectible revenue attributable to the Money Players. A  Money Player’s contribution to a "rake" shall be determined by multiplying the quotient obtained when dividing the actual amount to a hand contributed by the Money Player by the total bet of each hand, by the total "rake" of the hand in question. For example, if the Money Player’s contribution to the hand is two Dollars ($2.00) and the total bet in the hand is ten Dollars ($10.00) and the "rake" of the hand in question is one Dollar ($1.00), the Money Player’s contribution to the rake will be twenty cents ($0.20);
  
Notwithstanding the foregoing, you acknowledge and agree that a different payment scheme may apply to other Affiliates who are already being paid by Cassava in accordance with  an older or alternative payment scheme or in other particular cases as determined at Cassava’s sole discretion from time to time.
  

 With respect to the Backgammon Site, Sports Betting Site and Bingo Site Affiliates shall be entitled to the following commissions:
(i)
BACKGAMMON MONEY PLAYER SCHEME:
$40 per Backgammon Money Player
 (ii )
SPORTS BETTING GROSS REVENUE SHARE SCHEME (INCLUDING CASINO IN SPORTS BETTING):

Sports Betting Gross Revenue per Calendar Month

% of Gross Revenue You Receive

$0-$10,000

30%

$10,001 or more

35%

For these purposes the term "Sports Betting Gross Revenue" shall mean the sum total of all Money Players’ sports bets less the bet winnings of a Money Player, less any credits, bonus or promotional amounts given to a Money Player, less any chargebacks (including amounts paid as a result of credit card abuse or fraud, or paid to a Money Player by the Company to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible revenue attributable to a Money  Player.
(iii )
BINGO GROSS REVENUE SHARE SCHEME:
 

Bingo Gross Revenue 
per Calendar Month:

% of Gross Revenue
You Receive:

$0-$10,000

30%

$10,001+

35%

  

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

We hereby retain the right to convert the commission scheme by which you shall be paid and the   Money Player qualification criteria as we shall see fit.
 
Where you earn your commission in accordance with the revenue share schemes as set out above Cassava will apply a negative balance carry-over policy (the "Policy"). The Policy consists of the following two rules : (i) in reaching the total commission amount owed to you in a calendar month Cassava shall calculate all commissions, both positive and negative, generated by Money Players via our Sites; and (ii) in the event that at the conclusion of a calendar month the commission generated by Money Players via our Casino Site, Poker Site, Backgammon Site and Bingo Site (BUT NOT our Sports Betting Site) is a negative amount we shall apply such negative amount to the commission calculation of the subsequent calendar months until such time as the negative balance has been fully set-off against future positive commission amounts generated.
 
All commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each month. Payments of commissions shall be made directly to you as per your preferred payment method elected by you as part of your application process. In the event that you provide Cassava with incorrect or incomplete details in relation to your preferred payment method and Cassava is not able to transfer the commissions to you, Cassava reserves the right to subtract from the commissions due to you an amount of money to reflect the required investigation and additional work created by your having provided incorrect or incomplete details. Cassava shall be entitled to set-off from the amount of commission to be paid to you any associated costs related to the transfer of such commission. In the event that the commission to be paid to you in any calendar month is less than $50 (the "Minimum Amount"), Cassava shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount. Cassava retains the right to review all commissions for possible Fraud, whether such Fraud is on the part of the Money Player or on your part. In any period of time during which Cassava reviews commissions for possible Fraud, such review period not to exceed 180 days, Cassava shall have the right to withhold any commission accrued in your favor, such commissions not to be paid until such time as the review has been concluded. Any incidence of Fraud on your part constitutes a breach of this Agreement, and Cassava retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that Cassava deems that Fraud has occurred, either on your part or on the part of a Money Player, you shall not be entitled to receive any commissions which have accrued to your benefit at such time in relation to same whether such commissions were generated through Fraud or otherwise. Cassava retains the right to set-off from future commissions payable to you any amounts already received by you which can be shown to have been generated by Fraud. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving commissions and Cassava shall not be held liable for your delayed receipt of commissions due to your provision of inaccurate details.

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

For the avoidance of doubt it is hereby stated by Cassava and agreed by you that the future commissions which Cassava shall pay to you shall relate solely to the casino, poker or backgammon products. Cassava shall have no obligation whatsoever in relation to future products or services provided to Money Players by Cassava or any of its affiliated entities or commercial partners.
 
6. Contact with Money Players. As between you and Cassava, all Money Players shall be considered to be customers of Cassava only. Should you wish to contact a Money Player you are obligated to first receive Cassava’s written approval for such contact (and, for the avoidance of doubt, such approval shall be obtained prior to each occasion on which you intend to make contact) and without such approval you are expressly forbidden from making contact and corresponding with Money Players. If in the opinion of Cassava you either try to or do make contact with a Money Player without Cassava’s written approval, Cassava shall be entitled to immediately terminate this Agreement and to indefinitely withhold all commissions owing to you at such time. Further, if following your receipt of Cassava’s written approval for your contacting or corresponding with a Money Player, Cassava deems that such contact or correspondence is against the best interests of Cassava, Cassava shall have the right to revoke the approval previously granted, to terminate this Agreement and to indefinitely withhold all commissions owing to you at such time.
 
7. Intellectual Property. In the event of your acceptance to the Uffiliates scheme, we shall grant you a non-transferable, non-exclusive, revocable license to place the Links on your Affiliate Sites during the term of this Agreement, and solely in connection with the Links, to use our logos, trade names, trade marks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Sites. You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever. You may not use any Licensed Materials for any purpose whatsoever other than promoting the Sites, and even then you may not do so without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Cassava or anyone else negatively. We reserve all of our intellectual property rights in the Licensed Materials and the CDs. We may revoke your license to use the Licensed Materials and/or the CDs at any time by written notice to you, whereupon you shall immediately destroy or deliver up to us all such materials and/or CDs that are in your possession. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links, the Licensed Materials or the CDs by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.
 
8. Obligations Regarding Your Site. You will be solely responsible for the technical operation of your Affiliate Sites and the accuracy and appropriateness of materials posted on therein. You agree that your Affiliate Sites will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof), nor will you create the impression that any of your Affiliate Sites are the Sites (or any part thereof). You also agree that none of your Affiliate Sites will contain any content of the Sites or any materials which are proprietary to Cassava, except (i) with our prior permission, or (ii) the Links. You will not use any unsolicited or spam email to promote the Sites and will ensure that your Affiliate Sites and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats. If your Affiliate Sites or any related marketing materials or communications are found to contain any spyware, adware or other unwanted threats, we reserve the right to terminate this Agreement and your participation in the Uffiliates scheme immediately. You will indemnify and hold Cassava harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Affiliate Sites or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Affiliate shall reflect on Cassava and has the potential to cause substantial damage to Cassava’s reputation and goodwill and that you shall at all times consider the goodwill and reputation of Cassava and Cassava’s name.
 
9. Term. The term of this Agreement will begin upon your acceptance to the Uffiliates scheme as an Affiliate and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Sites, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Uffiliates Scheme. You shall also immediately destroy or deliver up to us any CDs that are in your possession. Following the termination of this Agreement and our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further payments of commissions to you.
 
10. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. You agree that posting a change of terms notice or a new agreement on our Uffiliates information site at http://www.uffiliates.com is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules and payment procedures. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Uffiliates scheme following our posting of a change notice or new agreement on our  Uffiliates information site will constitute binding acceptance by you of the change. Due to the above, we advise you to frequently visit the Uffiliates information site and review the terms and conditions of this Agreement.
 
11. Limitation of Liability. We will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or your participation in the Uffiliates scheme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total commissions paid or payable to you under this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall limit our liability for death or personal injury resulting from our negligence.
 
12. Relationship of Parties. You and Cassava are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
 
13. Disclaimers. We make no express or implied warranties or representations with respect to Uffiliates scheme (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Sites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
 
14. Representations and Warranties.  You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with its terms; (ii)  such acceptance and the performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; and (iii) you are an adult of at least 18 years of age. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.
 
15. Confidentiality. We may disclose to you certain information as a result of your participation as an Affiliate within the Uffiliates scheme , which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.
 
16. Indemnification. You hereby agree to indemnify, defend and hold harmless Cassava, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by you or any representation or warranty made by you herein; or (ii) any claim related to your Affiliate Sites.
 
17. Entire Agreement. The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.
 
18. Independent Investigation. You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Uffiliates scheme   and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
 
19. Miscellaneous. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the Royal Courts of Justice, London. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
 
20. Language Discrepancies. In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.
  
 Sub-Affiliates Terms and Conditions
The following terms and conditions shall govern our agreement with you in respect of Sub-Affiliates. Capitalized term used herein and not otherwise defined shall have the meaning assigned to them in the 888.com Affiliate Agreement set out above.
 
1. Definition. A "Sub-Affiliate" shall mean an Affiliate introduced to Cassava by you.
 
2. Introduction. You may introduce potential Sub-Affiliates to Cassava via the "Introduce a Sub-Affiliate" link located on the Uffiliates information site . Potential Sub-Affiliates will be required to submit a completed Uffiliates application. We will evaluate the Sub-Affiliate application and in the event that the application is accepted you will be notified of our acceptance of the Sub-Affiliate to the Uffiliates scheme introduced by you via the Uffiliates information site. We reserve the right, in our sole discretion, to reject a Sub-Affiliate application.
 
3. Sub-Affiliate Agreement. As a condition of our acceptance of a Sub-Affiliate to the Uffiliates scheme, each Sub-Affiliate will be required to accept the 888.com Affiliate Agreement.
 
4. Sub-Affiliate Commissions. Sub-Affiliates shall receive commissions from Cassava in accordance with the commission scheme of their choice. You shall be entitled to receive commissions from Cassava in relation to commissions received by Sub-Affiliates introduced by you (a "Sub-Affiliate Commission"). The Sub-Affiliate Commission received by you shall be linked to the commission scheme elected by the Sub-Affiliate and shall not be determined by the commission scheme of your choice. By way of example only, in the event that you have elected to receive commissions from Cassava on a per Money Player basis but your Sub-Affiliate has elected to receive commissions from Cassava on a gross revenue basis, your Sub-Affiliate Commission shall be calculated on a per gross revenue basis. The Sub-Affiliate Commissions shall be as follows:

Brand

Commission Type

Rate

Casino-on-Net

CPA

$20

Revenue Share

4%

Pacific Poker

CPA

$20

Revenue Share

4%

888sport

Revenue Share

5%

888ladies

Revenue Share

5%

5. Restrictions. In relation to Sub-Affiliates you are strictly prohibited from doing any of the following: (i) introducing yourself or a family member as a Sub-Affiliate, (ii) offering or providing a Sub-Affiliate or potential Sub-Affiliate any incentive (financial or otherwise) to act as or become a Sub-Affiliate, (iii) attempt to use the Sub-Affiliate scheme in any way whatsoever in bad faith against Cassava.
 

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

  

  

Littlewoods Game On

 

  
This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Littlewoods Game On Limited ("LGO" or "we" or "us"), and you, regarding your application to participate as an affiliate of LGO (an "Affiliate") in the Uffiliates scheme. As an affiliate your role will be to promote LGO’s "Littlewoodscasino.com" site (the "Casino Site") and/or LGO’s "Littlewoodspoker.com" site (the "Poker Site") (collectively referred to as the "Sites"). 
  
By marking the "I have read and agree to the terms and conditions" box (or similar wording) you accept the terms and conditions of this Agreement, which is a legally binding agreement between you and us.
1. Uffiliates Application and Enrolment. To become an Affiliate within the Uffiliates scheme you will have to submit a completed Uffiliates application, as made available on the Sites. LGO’s designated appointee will evaluate your application and, provided that your application is acceptable, notify you of your acceptance to the Uffiliates scheme. Your application may be rejected if we or our designated appointee determine that your sites (as indicated in your application) ("Affiliate Sites") are not suitable for any reason, including, but not limited to, inclusion of content on your Affiliate Sites that is deemed in any way to be unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable which, by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libellous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues or (v) any unlawful behaviour or conduct. Similarly, your application may be rejected if it is determined that any of your Affiliate Sites are designed to appeal to minors. Further, LGO is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard. Therefore, your application may be rejected if it is determined that any of your Affiliate Sites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware. You shall have no right to appeal any decision to reject your application.
 
2. Protection of Minors. In accordance with the Government of Gibraltar’s Gaming Ordinance, persons under the age of 18 are not allowed to register with or play on our Sites. Our Sites are not designed to attract children or adolescents, and certain measures are taken to block underage persons from registering with the Sites. Therefore, your application shall be rejected if it is determined that any of your Affiliate Sites are designed to appeal to minors and, as such, are not suitable for the Uffiliates scheme.
 
3. Setting Up Links and Promotions. In the event of your acceptance as an Affiliate, our designated appointee will make available to you banner advertisements, button links, text links and other content as determined by it (all of which shall relate specifically to the Sites), which shall link to either the Casino Site or the Poker Site (collectively referred to hereinafter as the "Links"), which you may display on your Affiliate Sites, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us and with our designated appointee in order to establish and maintain the Links. If during the term of this Agreement you wish to place the Links on sites other than the Affiliate Sites you must request and receive our or our designated appointee’s permission for the placement of the Links on such alternative sites before placing any such Links (where permission is granted, such alternative sites shall then become Affiliate Sites for the purposes of this Agreement). You may not modify a Link, unless you have received prior written consent from us to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you. You may not advertise the Sites in any way not approved in advance by LGO or its designated appointee including, without limitation, the use of spam e-mails. In addition to your use of Links you may promote the Sites by means of (i) distribution of CDs containing Site-related software (the "CDs") to potential Money Players, as defined below and (ii) the publication of bonus codes (each a "Promotion" and collectively the "Promotions"). Your activities in relation to a Promotion shall be strictly in accordance with our relevant guidelines as such shall exist and be amended from time to time. Your offering of a Promotion at any time shall be conditional on your receipt of our prior written approval for the Promotion and in the event that you do not receive our approval in relation to a Promotion, you shall not be permitted to receive any commissions generated on account of Money Players, as defined below, who have become such a player in connection with the relevant unapproved Promotion. You shall refrain from marketing the Sites in any way which might compete with our own marketing efforts, unless you have received written approval from us in such regard. By way of example only, the following activities will be considered to be activities which, if undertaken by you, would compete with our own marketing efforts and are prohibited hereunder: (i) the placement of Links on any Internet sites on which we place advertisements for the Sites and (ii) the promotion of the Sites by you by way of keyword advertising with Internet search engines. Your breach of the foregoing provisions will constitute a breach of this Agreement, and LGO retains full authority to (i) terminate this Agreement immediately in the event of such breach and (ii) retain for its own account any commission arising as a result of such competitive activities that would otherwise have accrued to your benefit.
 
4. Leads and Money Players.  A "Lead" shall mean an Internet user who accesses one of the Sites directly through a Link, opens a new user account and makes the required minimum deposit in such account. A "Money Player" is a Lead who has achieved the following criteria:  (i) earns 20 "comp points" in relation to the Casino Site; or (ii) earns 20 "Frequent Players Points" in relation to the Poker Site. For the foregoing purpose, the terms "comp point" and "Frequent Players Points" shall have such definition and shall be earned by Leads in accordance with the guidelines as shall be set from time to time by LGO. Neither you nor your relatives are eligible to become Leads or Money Players and should you or they do so you will not be eligible to receive the relevant commission. For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling. The number of Leads per individual household computer is strictly limited to one. LGO’s or LGO’s designated appointee’s measurements and calculations in relation to the number of Money Players and the relevant Gross Revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of your Money Players and the relevant Gross Revenue figures available to you through the Uffiliates information site that is located at http://www.uffiliates.com. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your Affiliate Sites and the Sites are properly formatted throughout the term of this Agreement.
 
5. Commissions. With respect to the Casino Site and Poker Site the commission scheme for all new Affiliates shall be the following:
CASINO AND POKER PROGRESSIVE GROSS REVENUE SHARE SCHEME:

Monthly Number of Money Players:

% of Gross Revenue You Receive (From your Money Players’ Casino & Poker Gross Revenue per Calendar Month)

0

10%

1 – 5

25%

6 – 20

30%

21-50

35%

51+

40%

  
For these purposes the term "Casino Gross Revenue" shall mean the sum total of all of a Money Player’s bets while playing at the Casino Site, less the winnings of a Money Player, less any credits, bonus or promotional amounts given to a Money Player, less any chargebacks (including amounts paid as a result of credit card abuse or fraud, or paid to a Money Player to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible revenue attributable to a Money Player.
For these purposes the term "Poker Gross Revenue" shall mean the sum total of all Money Players’ contributions to "rakes" the Money Players were involved in while playing at the Poker Site, less any credits, bonus or promotional amounts given to Money Players, chargebacks or any uncollectible revenue attributable to the Money Players. A  Money Player’s contribution to a "rake" shall be determined by multiplying the quotient obtained when dividing the actual amount to a hand contributed by the Money Player by the total bet of each hand, by the total "rake" of the hand in question. For example, if the Money Player’s contribution to the hand is two Dollars ($2.00) and the total bet in the hand is ten Dollars ($10.00) and the "rake" of the hand in question is one Dollar ($1.00), the Money Player’s contribution to the rake will be twenty cents ($0.20).
Notwithstanding the foregoing, you acknowledge and agree that a different payment scheme may apply to other LGO affiliates who are already being paid by LGO in accordance with an older or alternative payment scheme or in other particular cases as determined at LGO’s sole discretion from time to time.

We hereby retain the right to convert the commission scheme by which you shall be paid and the Money Player qualification criteria as we and/or our designated appointee shall see fit.
Where you earn your commission in accordance with the revenue share schemes as set out above LGO will apply a negative balance carry-over policy (the "Policy"). The Policy consists of the following two rules: (i) in reaching the total commission amount owed to you in a calendar month LGO’s designated appointee shall calculate all commissions, both positive and negative, generated by Money Players via our Sites; and (ii) in the event that at the conclusion of a calendar month the commission generated by Money Players via our Sites is a negative amount we, or our designated appointee, shall apply such negative amount to the commission calculation of the subsequent calendar months until such time as the negative balance has been fully set-off against future positive commission amounts generated.
All commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each month. Payments of commissions shall be made directly to you as per your preferred payment method elected by you as part of your application process. In the event that you provide LGO (or its designated appointee) with incorrect or incomplete details in relation to your preferred payment method and LGO (or its designated appointee) is not able to transfer the commissions to you, LGO reserves the right to subtract from the commissions due to you an amount of money to reflect the required investigation and additional work created by your having provided incorrect or incomplete details. LGO shall be entitled to set-off from the amount of commission to be paid to you any associated costs related to the transfer of such commission. In the event that the commission to be paid to you in any calendar month is less than $50 (the "Minimum Amount"), LGO shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount. LGO and its designated appointee retain the right to review all commissions for possible Fraud, whether such Fraud is on the part of the Money Player or on your part. In any period of time during which LGO or its designated appointee reviews commissions for possible Fraud, such review period not to exceed 180 days, LGO shall have the right to withhold any commission accrued in your favour, such commission not to be paid until such time as the review has been concluded. Any incidence of Fraud on your part constitutes a breach of this Agreement, and LGO retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that LGO deems that Fraud has occurred, either on your part or on the part of a Money Player, you shall not be entitled to receive any commissions which have accrued to your benefit at such time in relation to the same whether such commissions were generated through Fraud or otherwise. LGO retains the right to set-off from future commissions payable to you any amounts already received by you which can be shown to have been generated by Fraud. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving commissions and LGO shall not be held liable for your delayed receipt of commissions due to your provision of inaccurate details.

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

For the avoidance of doubt it is hereby stated by LGO and agreed by you that the future commissions which LGO shall pay to you shall relate solely to the casino and poker products. LGO shall have no obligation whatsoever in relation to future products or services provided to Money Players by LGO or any of its affiliated entities or commercial partners.
6. Contact with Money Players. As between you and LGO, all Money Players shall be considered to be customers of LGO only. Should you wish to contact a Money Player you are obligated to first receive LGO’s written approval for such contact (and, for the avoidance of doubt, such approval shall be obtained prior to each occasion on which you intend to make contact) and without such approval you are expressly forbidden from making contact and corresponding with Money Players. If in the opinion of LGO or LGO’s designated appointee you either try to or do make contact with a Money Player without LGO’s prior written approval, LGO shall be entitled to immediately terminate this Agreement and to indefinitely withhold all commissions owing to you at such time. Further, if following your receipt of LGO’s written approval for your contacting or corresponding with a Money Player, LGO or LGO’s appointee deems that such contact or correspondence is against the best interests of LGO, LGO shall have the right to revoke the approval previously granted, to terminate this Agreement and to indefinitely withhold all commissions owing to you at such time.
7. Intellectual Property. In the event of your acceptance to the Uffiliates scheme, we shall grant you a non-transferable, non-exclusive, revocable licence to place the Links on your Affiliate Sites during the term of this Agreement, and solely in connection with the Links, to use our logos, trade names, trade marks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Sites. You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever. You may not use any Licensed Materials for any purpose whatsoever other than promoting the Sites, and even then you may not do so without first submitting a sample of such use to us or to our designated appointee and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays LGO or anyone else negatively. We reserve all of our intellectual property rights in the Licensed Materials and the CDs. We may revoke your licence to use the Licensed Materials and/or the CDs at any time by written notice to you, whereupon you shall immediately destroy or deliver up to us all such materials and/or CDs that are in your possession. You acknowledge that, except for the licence which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links, the Licensed Materials or the CDs by reason of this Agreement or your activities hereunder. The aforementioned licence shall terminate upon the termination of this Agreement.
  
8. Obligations Regarding Your Site. You will be solely responsible for the technical operation of your Affiliate Sites and the accuracy and appropriateness of materials posted on therein. You agree that your Affiliate Sites will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof), nor will you create the impression that any of your Affiliate Sites are the Sites (or any part thereof). You also agree that none of your Affiliate Sites will contain any content of the Sites or any materials which are proprietary to LGO, except (i) with our prior permission, or (ii) the Links. You will not use any unsolicited or spam email to promote the Sites and will ensure that your Affiliate Sites and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats. If your Affiliate Sites or any related marketing materials or communications are found to contain any spyware, adware or other unwanted threats, we reserve the right to terminate this Agreement and your participation in the Uffiliates scheme on behalf of LGO immediately. You will indemnify and hold LGO and LGO’s designated appointee harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Affiliate Sites or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Affiliate shall reflect on LGO and has the potential to cause substantial damage to LGO’s reputation and goodwill and that you shall at all times consider the goodwill and reputation of LGO and LGO’s name.
 
9. Term. The term of this Agreement will begin upon your acceptance to the Uffiliates scheme on behalf of LGO as an Affiliate and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Sites, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Uffiliates scheme. You shall also immediately destroy or deliver up to us any CDs that are in your possession. Following the termination of this Agreement and our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further payments of commissions to you.
 
10. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. You agree that posting a change of terms notice or a new agreement on our Uffiliates information site is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules and payment procedures. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Uffiliates scheme on behalf of LGO following our posting of a change notice or new agreement on the Uffiliates information site will constitute binding acceptance by you of the change. Due to the above, we advise you to frequently visit the Uffiliates information site and review the terms and conditions of this Agreement.
 
11. Limitation of Liability. Neither we nor our designated appointee will be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or your participation in the Uffiliates scheme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total commissions paid or payable to you under this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall limit our liability for death or personal injury resulting from our negligence.
 
12. Relationship of Parties. You and LGO are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
 
13. Disclaimers. We make no express or implied warranties or representations with respect to the Uffiliates scheme (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Sites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
  
14. Representations and Warranties.  You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with its terms; (ii) such acceptance and the performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; and (iii) you are an adult of at least 18 years of age. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.
  
15. Confidentiality. We may disclose to you certain information as a result of your participation as an Affiliate within the Uffiliates scheme, which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.
  
16. Indemnification. You hereby agree to indemnify, defend and hold harmless LGO, its designated appointee, and their respective group companies, shareholders, officers, directors, employees, agents, affiliates, successors and assigns ("Indemnified Parties"), from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by the Indemnified Parties (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by you or any representation or warranty made by you herein; or (ii) any claim related to your Affiliate Sites.
  
17. Entire Agreement. The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.
  
18. Independent Investigation. You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Uffiliates scheme and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
 
19. Miscellaneous. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the Royal Courts of Justice, London. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
  
20. Language Discrepancies. In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.
  
Sub-Affiliates Terms and Conditions
The following terms and conditions shall govern our agreement with you in respect of Sub-Affiliates. Capitalised term used herein and not otherwise defined shall have the meaning assigned to them in the Affiliate Agreement set out above.
1. Definition. A "Sub-Affiliate" shall mean an Affiliate introduced to LGO by you.
2. Introduction. You may introduce potential Sub-Affiliates to LGO via the "Introduce a Sub-Affiliate" link located on the Uffiliates information site. Potential Sub-Affiliates will be required to submit a completed Uffiliates application. We will evaluate the Sub-Affiliate application and in the event that the application is accepted you will be notified of our acceptance of the Sub-Affiliate to the Uffiliates scheme introduced by you via the Uffiliates information site. We reserve the right, in our sole discretion, to reject a Sub-Affiliate application.
3. Sub-Affiliate Agreement. As a condition of our acceptance of a Sub-Affiliate to the Uffiliates scheme, each Sub-Affiliate will be required to accept the Affiliate Agreement.
4. Sub-Affiliate Commissions. You shall be entitled to receive commissions from LGO in relation to, and as a deduction from, commissions payable to Sub-Affiliates introduced by you (a "Sub-Affiliate Commission"). . The Sub-Affiliate Commissions shall be as follows:

Site

Commission Type

Rate
(as a % of the % of Gross Revenue due to the Sub-Affiliate from its Money Players per Calendar Month)

Casino Site

Revenue Share

4%

 Poker Site

Revenue Share

4%

5. Restrictions. In relation to Sub-Affiliates you are strictly prohibited from doing any of the following: (i) introducing yourself or a family member as a Sub-Affiliate, (ii) offering or providing a Sub-Affiliate or potential Sub-Affiliate any incentive (financial or otherwise) to act as or become a Sub-Affiliate, (iii) attempt to use the Sub-Affiliate scheme in any way whatsoever in bad faith against LGO.
 
6. Modification.  We may modify any of the terms and conditions contained herein, at any time and at our sole discretion.

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