Affiliate Agreement

Terms and Conditions

AFFILIATE AGREEMENT

This Affiliate Agreement, your completed Affiliate Registration Form, the Privacy Policy and any other guidelines or additional terms we provide to you via email or our Websites and the associated Commission Plan (together the "Agreement") contain the complete terms and conditions that apply to your participation in the Gala Interactive Affiliate Programme ("Affiliate Programme") and upon accepting these you are legally bound by all the contents therein. In the event there is a conflict between this Agreement and any other additional terms this Agreement shall take precedence unless such additional terms expressly vary this Agreement. This Agreement is written and is only available in English. If this Agreement is translated into another language the English version will prevail.

Where used in this Agreement, references to:

1. "you" "your" and/or "Affiliate" mean the individual or entity which applied to the Affiliate Programme as the beneficiary for payment purposes on our Affiliate Programme sign up form ("Affiliate Registration Form").

2. "we", "our", "us" means Gala Interactive (Gibraltar) Limited.

1. GENERAL

1.1

This Agreement shall govern our relationship with you in relation to the Affiliate Programme for the Websites and modifies, replaces and supersedes any previous versions of the Affiliate Programme.

1.2

When you indicate your acceptance of these terms and conditions on the Affiliate Registration Form, you agree to be bound by all the terms and conditions set out in this Agreement (as amended or modified from time to time in accordance with Section 1.3 below).

1.3

We may modify any of the terms of this Agreement at any time, in our sole discretion, by emailing you a change notice and by posting the new version of the Agreement on our Website. Any such modification will only take effect 30 days after the date of posting or sending of any such notice (whichever is the earlier). Notifications will be sent by email to your registered email address. Proof of email send will be considered as proof of delivery. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Programme following such 30 day period will be deemed a binding acceptance of the modification.

1.4

You acknowledge and agree that regulations 9(1) and 9(2) (Information to be provided by electronic means) and 11(1) (placing of the order) of the Electronic Commerce Directive 00/31/EC shall not apply to or have any effect on this Agreement.

2. DEFINITIONS AND INTERPRETATION

In this Agreement, references to the following words shall have the meanings set out below:

2.1

"Account" means a uniquely assigned customer account that is created for a Player when he/she successfully registers for the Services via a Tracking Link. By opening an account with us, Players will register on our customer databases and, accordingly, all of our rules, policies, and operating procedures will apply to them.

2.2

"Banners" and "Text Links" means the graphical artwork or text (including but not limited to banners, html mailers, editorial columns, images and logos), which includes Tracking Links, XML and RSS feeds which are made available by us through your affiliate account, that you may use to connect Players to our Services from your website (or other electronic method) or using other Marketing Materials.

2.3

"Commission Plan" means the schedule of Referral Commissions which are available to you subject to performance and which are set out on our Website or communicated to you.

2.4

"Fraud Traffic" means deposits, Net Revenue, Poker Net Revenue or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including deposits generated on stolen credit cards, collusion, manipulation of the Services or system, bonuses or other promotional abuse, and unauthorised use of any third party accounts, copyrights, trademarks and other third party Intellectual Property Rights (which for the avoidance of doubt includes our Intellectual Property Rights) and any activity which constitutes Fraud Traffic under Section 3.1 or Section 3.12 below.

2.5

"Intellectual Property Rights" means rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software) moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration) know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.

2.6

"Marketing Materials" means your website and any Banners and Text Links and any other marketing materials (which may include Our Marks) that have been provided or otherwise made available to you by us and/or pre-approved by us.

2.7

"Net Revenue" means the aggregate sum of the Casino Net Revenue plus Side Games Net Revenue plus Poker Net Revenue plus Bingo Net Gaming Revenue.

2.8

"Bingo Net Gaming Revenue" means the sum of a) the amount staked by End Users on Standalone Multi-Player Games less voided and cancelled wagers, less Winnings, less Progressive Jackpot Contributions, less Chargeback's, less End User Balance Corrections, less Redeemed Bonuses where applicable, less Applicable Taxes and b) the amount staked by End Users on Multi-Player Networked Games less voided and cancelled wagers multiplied by the Percentage Profit Margin of those Multi-Player Networked Games, less Networked Progressive Jackpot Contributions, less Chargeback's, less End User Balance Corrections, less Redeemed Bonuses where applicable, less Applicable Taxes where:.

"Winnings" means the amount won by End Users including Progressive Jackpot Winnings;

"Percentage Profit Margin" means the percentage of the amount staked retained after Progressive Jackpot Contributions and Winnings are paid to End Users calculated for the entire network per each game;

"Multi-Player Networked Games" means all Bingo Games delivered on the online Bingo system in which both multiple End Users and multiple players from other licensees can participate including Bingo Games;

"Standalone Multi-Player Games" means multi-player Bingo Games in which only End Users participate;

"Progressive Jackpot Contributions" means the total amount of money which is contributed to all Progressive Jackpots by End Users on Standalone Multi-Player Games; and

"Redeemed Bonuses" means all bonuses for use within the Bingo product for which the End User has met the requirements during that GC Period resulting in the bonus amount or part thereof being transferred from the End User's bonus balance to his or her real money balance and able to be withdrawn by the End User without any limitations

"Chargeback's" means the reversal of a deposit of money by End Users, such reversal being made in accordance with the rules and agreements applicable to the payment method utilised for the deposit of such amounts including adjustments for fraudulent payments or bad debt;

"Networked Progressive Jackpot Contributions" means the total amount of money which is contributed to all Progressive Jackpots by End Users on Multi-Player Networked Games; and

"Applicable Taxes" means local government taxation applied in a specific jurisdiction which applies to genre specific game play including without limitation, gross profit taxes, gaming and betting duties and levies and other applicable taxes agreed between the parties

"End User Balance Corrections" means those corrections made in order to take into account changes to an End User's account balance which need to be added into the calculation of Bingo Net Gaming Revenue and have not been so reflected. For the avoidance of doubt, this does not include Dormant Account Charges which are to be excluded from all Net Revenue calculations.

"Dormant Account Charges" means administration charges levied on customers' accounts once they have been inactive for a set period of time determined by GC policy.

2.9

"Casino Net Revenue" means in respect of all Casino Games (which shall include Slots Games and Scratch Card Games) being the aggregate of Casino Bets less voided and cancelled wagers, less Casino Winnings, less Redeemed Casino Bonuses, less Progressive Seed Contribution, less Progressive Jackpot Contributions, less Chargeback's, less End User Balance Corrections, less Applicable Taxes where:

"Casino Bets" means all real money sums wagered by End Users on the casino games in that GC Period excluding any voided or cancelled wagers;

"Casino Winnings" means all real money winnings by End Users participating in any of the casino games during that GC Period (including for the avoidance of doubt any jackpot winnings by End Users);

"Redeemed Casino Bonuses" means all bonuses for use solely on the Casino Games for which the End User has met the wagering requirements during that GC Period resulting in the bonus amount or part thereof being transferred from the End User's bonus balance to his or her real money balance and able to be withdrawn by the End User without any limitations;

"Progressive Seed Contribution" means all seed contributions that Gala Coral was liable for during that GC Period for those progressive casino games in which End Users won the jackpot during such GC Period;

"Progressive Jackpot Contributions" means the total amount of money which is contributed to all Progressive Jackpots by End Users; and

"End User Balance Corrections" means those corrections made in order to take into account changes to an End User's account balance which need to be added into the calculation of Casino Net Revenue and have not been so reflected. For the avoidance of doubt, this does not include Dormant Account Charges which are to be excluded from all Net Revenue calculations.

"Dormant Account Charges" means administration charges levied on customers' accounts once they have been inactive for a set period of time determined by GC policy.

2.10

"Poker Net Revenue" means the aggregate revenue for the previous GC Period comprising the sum of Poker Cash Table Rake plus Tournament Fees, less voided and cancelled wagers, less Chargeback's, less Redeemed Bonuses, less End User Balance Corrections, less Applicable Taxes where:

"Poker Cash Table Rake" means the aggregated amount of all End User Table Rake;

"Table Rake" is calculated for each hand, as set in accordance with the Relevant Law;

"End User Table Rake" is calculated for each hand, as the proportion of amount wagered and contributed to the pot in the hand by End Users out of the total pot of the hand, multiplied by the Table Rake for each hand;

"End User Balance Corrections" means those corrections made in order to take into account changes to an End User's account balance which need to be added into the calculation of Poker Net Revenue and have not been so reflected For the avoidance of doubt, this does not include Dormant Account Charges which are to be excluded from all Net Revenue calculations.

"Dormant Account Charges" means administration charges levied on customers' accounts once they have been inactive for a set period of time determined by GC policy.

"Redeemed Bonuses" means all bonuses for use within Poker for which the End User has met the requirements during that GC Period resulting in the bonus amount or part thereof being transferred from the End User's bonus balance to his or her real money balance and able to be withdrawn by the End User without any limitations;

"Tournament Fees" are comprised of the participation fee ("Entry Fee") paid by the End Users for participating in a tournament.

2.11

"Side Games Net Revenue" means in respect of all Side Games being the aggregate of Bets less voided and cancelled wagers, less Winnings, less Redeemed Bonuses, less Progressive Seed Contribution, less Progressive Jackpot Contributions, less Chargeback's, less End User Balance Corrections, less Applicable Taxes where

"Bets" means all real money sums wagered by End Users on Side Games in that GC Period excluding any voided or cancelled wagers;

"Winnings" means all real money winnings by End Users participating in any of the Side Games during that GC Period (including for the avoidance of doubt any jackpot winnings by End Users);

"Redeemed Bonuses" means all bonuses for use on Side Games for which the End User has met the wagering requirements during that GC Period resulting in the bonus amount or part thereof being transferred from the End User's bonus balance to his or her real money balance and able to be withdrawn by the End User without any limitations;

"Progressive Seed Contribution" means all seed contributions that GC was liable for during that GC Period for those progressive Side Games in which End Users won the jackpot during such GC Period;

"Progressive Jackpot Contributions" means the total amount of money which is contributed to all Progressive Jackpots by End Users; and

"Dormant Account Charges" means administration charges levied on customers' accounts once they have been inactive for a set period of time determined by GC policy.

2.12

"Our Marks" means the words "GALA BINGO", "GALA CASINO"" and/or any logo, mark, domain name, URL or trade name which contains, is confusingly similar to or is comprised of either of such names and marks or any other name or mark owned from time to time by us or any company within the Group.

2.13

"Player(s)" means a person or entity who has not held an Account with us before and that follows a link from your website to our Websites and opens an account with us (or enters a specific reference code in the player "open an account" form) making at least one deposit of its own money. By opening an Account with us, that person or entity will become our Player and accordingly, all rules, policies, and terms and conditions that appear on our Websites will apply to them.

2.14

"Referral Commissions" is the amount due and payable to you, as calculated based solely on our system's data and in accordance with the terms of this Agreement and the Commission Plan.

2.15

"Services" means any product or service provided to Players via our Websites.

2.16

"Sub-Affiliate" means a person or entity that you have referred to (and that has successfully joined) the Affiliate Programme in accordance with the terms of this Agreement.

2.17

"Sub-Affiliate Referral Commissions" means the amount due and payable to any Sub-Affiliate.

2.18

"Term" means the period from the date that you acknowledge and accept the terms of this Agreement by indicating such acceptance on the Affiliate Registration Form, until such time as this Agreement expires or is terminated in accordance with its terms.

2.19

"Tracking Link(s)" means the unique Tracking URL that we provide exclusively to you, through which we track Players' and potential Players' activities and calculate Referral Commissions. The Tracking Links use industry standard cookies and cookie duration is set at 30 days. Gala Coral Interactive (Gibraltar) Limited enforces a last click policy for all Affiliates.

2.20

"Tracking URL" means a unique hyperlink or other linking tool for referencing our Websites or Services through which you refer potential Players. When the relevant Player opens their Account, our system automatically logs the Tracking URL and records you as the Affiliate.

2.21

"Website(s)" means individually or collectively the websites located at the following URLs: www.galapartners.co.uk, www.galabingo.com, www.galacasino.com and at any URL with which we replace such URL from time to time (and such other web addresses including XML and RSS feeds which are owned, operated or controlled by or on behalf of us from time to time and which make available such Website(s)) and all related pages through which a Player opens an Account and/or accesses our Services.

2.22

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

2.22.1

the clause headings are included for convenience only and shall not affect the interpretation of this Agreement;

2.22.2

any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

2.22.3

any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

2.22.4

any reference to a statute, statutory provision, ordinance, subordinate legislation, code or guideline ("legislation") is a reference to that legislation and all other subordinate legislation made under the relevant legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation.

2.23

This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.

3. TERMS AND CONDITIONS

3.1

You shall provide true and complete information to us when completing the Affiliate Registration Form and promptly update such information if all or any part of it changes. You shall also provide us with such other information as we may reasonably request from time to time. You will not be entitled to Referral Commissions for any Player that already has an Account. You will not attempt to re-sign or move existing Players between affiliate accounts without written consent from us. Furthermore, you will not induce existing Players to re-sign under a different name or names. We consider the re-signing of existing Players as Fraud Traffic and reserve the right to withhold payments for any such traffic in accordance with Section 4.6 hereto.

3.2

Marketing Activities and Responsibilities. You shall market to and refer potential Players to the Websites. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws relating to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not and shall not authorise, assist or encourage any third party to:

3.2.1

place Marketing Materials on any third-party website or other medium where the content of and/or material on such website or medium is libellous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in our sole discretion, otherwise unsuitable;

3.2.2

develop and/or implement marketing and/or public relations strategies which have as their direct or indirect objective the targeting of marketing of us and/or our Websites to any persons who are less than 18 years of age (or such higher age as may apply in the jurisdiction that you are targeting), regardless of the age of majority in the location you are marketing;

3.2.3

use Marketing Materials in a manner that may potentially confuse a Player or potential Player;

3.2.4

place Marketing Materials on any third-party website or other medium, where the content and/or material on such any third-party website or medium:

(a) infringes any third party's Intellectual Property Rights;

(b) copies or resembles the Website(s) in whole or in part;

(d) frames any page of the Websites in whole or in part;

3.2.5

read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person;

3.2.6

in any way alter, redirect or in any way interfere with the operation or accessibility of the Websites or any page thereof;

3.2.7

register as a Player on behalf of any third party, or authorise or assist (save by promoting the Websites and Services in accordance with this Agreement) any other person to register as a Player;

3.2.8

open multiple test accounts without our prior written consent.

3.2.9

in relation to poker, offer any so-called "rake-back" schemes or similar which offers or allows a proportion of the Player's rake to be returned to the player in any form and you shall not advertise the words "rake-back" on any third-party website or discussion forum or draw any relationship between said words and Our Marks and/or our Websites;

3.2.10

take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the Websites or Services on which any functions or transactions are occurring;

3.2.11

post, serve or publish any advertisements, communications or promotional content promoting the Websites, our Services or Our Marks or around or in conjunction with the display of the Websites and/or any part or page thereof (for example and without limitation through any "framing" technique or technology or pop-up windows or pop-under windows or interstitial) other than those provided by our Affiliate Programme;

3.2.12

attempt to intercept or redirect (including via user-installed software) traffic from or on any third-party website or other place that participates in our Affiliate Programme;

3.2.13

use any means to promote sites which resemble in any way the look and/or feel of the Websites whether in whole or in part, nor utilise any such means or website to create the impression that such third-party websites are the Websites (or any part of the Website);

3.2.14

violate the terms of use and any applicable policies of any search engines;

3.2.15

attempt to communicate to Players whether directly or indirectly to solicit them to move to any third-party website not owned by us or for other purposes without our prior approval;

3.2.16

deliberately market our Services or use Our Marks to market our Services to individuals located in any territory from which we do not accept Players.

If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) (i) withhold any Referral Commissions; (ii) terminate this Agreement immediately on notice; or (iii) we may decide to fine you by lowering your commission by 10% for the relevant period of any breach and by 20% for a second offence.

3.3

Approved Marketing Materials. In carrying out the marketing activities you shall only use the Marketing Materials. You shall not modify the Marketing Materials or Our Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Website or otherwise from time to time and any applicable laws. CDs and other customised promotional materials provided to you, by us, will be at your cost and deducted from Referral Commissions. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.

3.4

Registering of Domain Names. You shall not register (or apply to register) any domain name similar to any domain name used by, or registered in the name of Gala Interactive (Gibraltar) Limited, or any other name that could be understood to designate Gala.

3.5

Bidding on Brand Terms. You may not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to Our Marks, or otherwise include the word "Gala" or any versions thereof, or include keywords on any of the Websites without the direct authorisation from Gala Interactive (Gibraltar) Limited and strict adherence to Gala Interactive (Gibraltar) Limited's Pay Per Click (PPC) and Search Engine Optimisation (SEO) policy, (available on request), likewise you may not use Our Marks in HTML coding (including but not limited to 'meta tags', 'meta descriptions', 'meta content', 'page titles' and 'titles').

3.6

Spamming. We may terminate this Agreement forthwith on notice without recourse to you if we are informed or become aware that you are conducting any form of spamming or if Affiliate advertises our Services in any way which breaches any laws relating to proper and fair electronic marketing. You shall not make any claims or representations, or give any warranties, in connection with Gala Interactive (Gibraltar) Limited and you shall have no authority to, and shall not, bind Gala Interactive (Gibraltar) Limited to any obligations. By accepting this Agreement you confirm that you have compiled any mailing lists in accordance with all applicable rules, legislation and regulations and have all the necessary authority to make such communications.

3.7

Promotion. You shall incorporate and display the most up-to-date links and materials provided by us on an ongoing basis, and you shall not alter the form, location or operation of the links without our prior written consent. We reserve the right to reduce Referral Commission percentages if you reduce your efforts to recruit new Players for the Gala Partners Affiliate Programme.

3.8

Non Assignment. Without prejudice to Section 8.6, you acknowledge and agree that Tracking Links are for your sole use and you shall not assign or sub-license (as appropriate) neither the Tracking Links nor any Referral Commissions to any third party without our prior written consent.

3.9

Sub-Affiliates. You may refer other persons to us so that they may also apply to join our Affiliate Programme. If any such person successfully joins our Affiliate Programme we will pay you in respect of the activities of such Sub-Affiliate in accordance with the Commission Plan. You will only receive credit for Sub-Affiliates which comply with all applicable terms of this Agreement. Any person registered as an Affiliate cannot subsequently be reclassified as a Sub-Affiliate. You shall not:

(i) register yourself or any person controlled by you as your own Sub-Affiliate;

(ii) use fictitious or alias names for the registration of Sub-Affiliates;

(iii) offer any type of enticement of money or otherwise of monetary value or otherwise to potential Sub-Affiliates unless such enticements are approved in writing by us, including any so-called "rake-back" schemes where a proportion of the player's rake is returned to the player in any form;

(iv) attempt to introduce any addition or variation to our terms in relation to any potential Sub-Affiliate; or

(v) make available to any third party any details of the revenue share arrangements with any Sub-Affiliate.

3.10

Commercial Use Only. This marketing opportunity is for commercial use only.

3.11

Player Information. We reserve the right to refuse service to any potential Player and to close the Account of any Player, at any time, in our sole discretion. All data relating to the Players shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions.

3.12

Trademarks and Domain Names. You acknowledge that Gala Interactive (Gibraltar) Limited own all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Websites and Our Marks. Any use of any trade mark, domain name or trade name which contains, is confusingly similar to or is comprised of Our Marks (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorised and further may constitute Fraud Traffic. By way of example, but without limitation, you may not register or use any of Our Marks in any part of any domain name. You agree that all use by you of Our Marks inures to our sole benefit and that you will not obtain any rights in Our Marks as a result of such use. You shall not register or attempt to register any trademarks or names that contain, are confusingly similar to or are comprised of Our Marks, and You hereby agree to transfer any such registration obtained by you to us upon demand. You further agree not to attack ownership of, and title to, Our Marks in any way.

4. REPORTS & PAYMENTS

4.1

Reports. We will track and report Player activity for purposes of calculating your Referral Commissions. The form and content of the reports may vary from time to time in our sole discretion. Generally, the reports will detail the number of new Players signed up that period per Tracking Link and/or the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement. Daily reports will be available online for you to view new Players per Tracking Link.

4.2

Referral Commissions. Referral Commissions will be paid to you on a monthly basis in accordance with the Commission Plan we have approved in relation to the relevant Services by email after you have completed the registration process and/or where we have activated additional Tracking Links. Gala Partners operates a No Negative Carry Over policy where Commissions are concerned.

4.3

VAT. All amounts payable by us pursuant to this Agreement shall be exclusive of any value added tax or other sales tax. Payment and all invoices will be in £ Sterling "GBP".

4.4

Sub-Affiliate Referral Commissions. Subject to Section 3.9, you will receive, in accordance with the Commission Plan, your commission on the Sub-Affiliate Referral Commissions due and payable to your Sub-Affiliate(s) for Players they refer to our Websites.

4.5

Time of Payment. Referral Commissions will be paid into your nominated account after the end of each month, subject to you earning Referral Commissions in excess of the minimum threshold of £50 GBP. Subject to section 3.7, you are entitled to one payout per month, providing you have fulfilled the above requirements at the end of the preceding month. There is no maximum payout for Referral Commissions.

4.6

Holdover for Fraud Traffic. In the event that, in our sole discretion, we suspect any Fraud Traffic, then we may delay payment of the Referral Commissions to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. We are not obligated to pay Referral Commissions in respect of Players who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Referral Commissions in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Referral Commissions in respect of Fraud Traffic (as appropriate).

4.7

Player Tracking and Active Players. You understand and agree that potential Players must link through using your Tracking Link in order for you to receive Referral Commissions. In no event, are we liable for your failure to use Tracking Links or for potential Players' failure to properly enter valid bonus codes. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format.

4.8

Disputes. If you disagree with the periodic reports or amount payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received within thirty (30) days of our making available your periodic report or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Referral Commissions due for the period indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Referral Commissions we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.

4.9

Money Laundering. You shall comply with all applicable laws and any policy notified by us through our Websites or otherwise in relation to money laundering and/or the proceeds of crime.

5. TERM AND TERMINATION

5.1

Term and Termination. This Agreement will take effect when you indicate your acceptance of these terms and conditions on the Affiliate Registration Form and continue until terminated in accordance with the terms of this Agreement.

5.2

Termination By You. You may terminate this Agreement, with or without cause, immediately upon written notice to us which you may send by email marked "Termination Gala Interactive Affiliate".

5.3

Termination By Us. We may terminate this Agreement, without cause at any time, upon written notice to you which we may send by email to such email address you have provided to us or by fax to such fax number you may have provided to us. In the event we terminate, we shall be entitled to automatically render any Tracking Links inoperative.

5.4

Effect of Termination. The following will apply where we terminate:

a. You shall stop promoting the Websites and all rights and licenses given to you under this Agreement will terminate immediately;

b. You shall return all confidential information and cease use of any of Our Marks and the Marketing Materials;

c. We may leave open, redirect or deactivate any Tracking Links in our sole discretion without any obligation to pay you for new Players who subsequently become Players;

d. Provided that we have paid or do pay to you such sums as are due at the date of termination which shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums; and

e. Sections 2, 3.8, 3.11, 4.6, 5.4, 6, 7 and 8 and such other provisions as are necessary for the interpretation or enforcement of this Agreement shall survive any termination or expiry of this Agreement.

6. LIABILITIES

6.1

No Warranties. We make no warranties or representations (whether express or implied by law, statute or otherwise) with respect to the Affiliate Programme, our Websites or any content, products or Services available therein or related thereto or that our Websites, system, network, software or hardware (or that provided to us by third parties) will be error-free or uninterrupted or with respect to the quality, merchantability, fitness for particular purpose or suitability of all or any of the foregoing. Except as expressly stated otherwise in this Agreement, all warranties, representations and implied terms and conditions are hereby excluded to the fullest extent permitted by law. Furthermore, neither we (nor our providers or underlying vendors) are required to maintain redundant system(s), network, software or hardware.

6.2

Billing and Collection Limitations. We may, in our sole discretion, use any available means to block or restrict certain Players, deposits or play patterns or reject the applications of potential Players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.

6.3

Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Websites or Services other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable hereunder over the previous twelve months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.

6.4

Indemnification. You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of this Agreement.

6.5

Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of this Agreement.

7. INDEPENDENT INVESTIGATION

Independent investigation. You warrant that you have independently evaluated the desirability of marketing the Websites and Services.

Independent research. You understand that gambling laws may vary from city to city, state to state and country to country. You warrant that you have independently evaluated the laws which apply to your activities and believe that you may participate in our Affiliate Programme without violating any applicable rules or laws.

8. MISCELLANEOUS

8.1

Notices. All notices pertaining to this Agreement will be given by email as follows: (i) by us to you at the email address provided by you on the Affiliate Registration Form (or as subsequently updated by you to us in the event of change); and (ii) by you to us at affiliates@galapartners.co.uk. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or 24 hours from the time of transmission.

8.2

Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

8.3

Non-Exclusive. You understand that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you in this Agreement and that such Affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from the Websites to any other website that we deem appropriate in our sole discretion, without any additional compensation to you.

8.4

Confidentiality and Non Disclosure. As an Affiliate, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).

8.5

Press. You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Affiliate Programme without our prior written consent, except as required by law or by any legal or regulatory authority.

8.6

Assignment. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

8.7

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales without giving effect to conflicts of law principles. You irrevocably agree to submit, for the benefit of us, to the exclusive jurisdiction of the courts of England and Wales for the settlement of any claim, dispute or matter arising out of or concerning this Agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.

8.8

Severability. Whenever possible, each provision of this Agreement will 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 other provision hereof.

8.9

Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.

8.10

Privacy: See Privacy Policy

8.11

Third Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that local law or statute.