Partners Terms & Conditions
JackPoker Partners Agreement
This agreement (the "Agreement") contains the complete terms and conditions between JackPoker Partners (the "Company", "we" or "our"), and you ("you" and "your"), regarding: your application to participate as an partner in the Company's partner marketing scheme; and your participation in the Partners Scheme and provision of the marketing services in respect of 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.
1. Definitions and Interpretation
1.1 In this Agreement (except where the context otherwise requires) capitalized words and expressions shall have the meanings set out below:
- "Partner Websites" means any website (including any device specific versions of such website) or application owned and/or operated by you or on your behalf and which you identify in your Application and any other marketing methods including without limitation emails and SMS, which the Company approves for use in the Partners Scheme;
- "Applicable Laws" means all applicable laws, directives, regulations, rules, mandatory codes of practice and/or conduct, judgments, judicial orders, ordinances and decrees imposed by law or any competent governmental or regulatory authority or agency;
- "Registration" has the meaning given in clause 2.1;
- "Commission" has the meaning given in clause 5.1;
- "Confidential Information" means all information in whatever form (including without limitation written, oral, visual and electronic) which has been or may be disclosed, before on and/or after the date of this Agreement by the Company;
- "Gross Revenue" has the meaning given in clause 5.2;
- "Group Company" means any entity directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise;
- "Intellectual Property Rights" means any and all copyright and related rights, designs, trade marks, trade names, internet domain names, insignia, service marks, patents, database rights, inventions and discoveries and all other intellectual and industrial property rights of a similar or corresponding nature in any of the relevant territories, in each case whether registered or unregistered, and including the right to apply for and all applications for any of the foregoing together with all statutory, equitable and common law rights attaching thereto in any applicable territories, including the right to sue for damages (and retain such damages) and all other legal and equitable remedies in respect of any infringement or misuse of any of such intellectual and industrial property or rights of a similar nature;
- "Lead" has the meaning given in clause 4.1;
- "Licensed Materials" has the meaning given in clause 6.1;
- "Links" has the meaning given in clause 3.1;
- "Money Player" has the meaning given in clause 4.3;
- "Regulator" means any governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) the Company or Group Companies from time to time;
- "Prohibited Practices" has the meaning given in clause 7.5
- "Sites" means the websites (including any device specific versions of such websites) and applications owned and/or operated by the Company or any of the Group Companies as set out at Partner Website and any other website or application notified to the Partner from time to time; and
- "Sub-Partner" means a partner introduced to the Company by you.
2. Partners Application and Enrollment
2.1 To become a partner within the Partners Scheme, you will have to complete and submit a Partners application (complete the registration form via Partners Website and agree to our Partners Agreement in the form) ("Registration form"). The Company may request additional information from you in order to evaluate your Registration. The Company may, in its sole discretion, reject your Registration to the Partners Scheme at any time for any reason. This Agreement shall terminate automatically upon notification of any rejection to you. 2.2 Without limiting the generality of the foregoing, the Company may reject your Registration if the Company believes:
- the marketing methods and/or Partners Websites proposed in your Application are unsuitable for any reason;
- the Partners Websites include any content which the Company deems to be unlawful, harmful, threatening, defamatory, obscene, or harassing. By way of example only, this might mean that it contains: 1) sexually explicit, pornographic or obscene content (whether in text or graphics); 2) 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); 3) graphic violence; 4) politically sensitive or controversial issues; or 5) any unlawful behavior or conduct;
- any of your Partner Websites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware;
- any of your Partner Websites are designed to appeal to individuals under the age of 18; or
3. Setting Up Links and Promotions
3.1 If you are accepted on to the Partners Scheme, the Company will make available to you banner advertisements, button links, text links and other content as determined by the Company which will be associated with you on the Company's system, all of which shall relate and link specifically to the Sites (collectively referred to hereinafter as the "Links"). You may display such Links on your Partner Websites provided that you: 1) only do so in accordance with the terms of this Agreement; and 2) possess the legal right to use the Partner Websites in relation to the Partners Scheme. 3.2 You agree that you will cooperate fully with the Company in order to establish and maintain the Links on the Partner Websites. 3.3 If during the term of this Agreement you wish to place the Links on websites other than the Partner Websites you must request and receive the Company's prior written permission for the placement of the Links on such alternative websites before placing any such Links. Where permission is granted, such websites shall be deemed " Partner Websites" for the purposes of this Agreement. For the avoidance of doubt, you may never engage in any Prohibited Practices. 3.4 You may not modify a Link, unless you have received prior written consent from the Company to do so. If the Company determines that your use of any Link is not in compliance with the terms of this Agreement, it may take measures as to render such Links inoperative. You may not advertise the Sites in any way not approved in advance by the Company in writing. 3.5 If the Company requests any change to your use and positioning of the Links and/or Licensed Materials or cease using the Links and/or Licensed Materials, you must promptly comply with that request. 3.6 In addition to your use of Links, from time to time you may promote the Sites by publishing bonus codes for special offers / promotions, subject to having received the prior written consent of the Company. You may only publish bonus codes in accordance with the guidelines provided by the Company. 3.7 Save for use of the Links and publication of bonus codes in accordance with the terms of this Agreement, you may not advertise the Sites in any other way. 3.8 If you submit a request to the Company to advertise the Sites in any way other than through use of the Links any failure or delay in responding to a request by the Company does not constitute consent from the Company to your request. 3.9 You may not market or promote the Site or use any of the Licensed Materials on any website, software, application or portal in any way which infringes the Intellectual Property Rights of any third party, the Company or the Group Companies. 3.10 You may not market the Sites in any way which might, in the Company's opinion, compete with the marketing efforts of the Company or any Group Company, unless you have received prior written approval from the Company. For the avoidance of doubt, the following activities will always be considered to compete with the Company's and/or Group Companies' marketing efforts and are prohibited hereunder: 1) the placement of Links on any internet sites on which the Company or Group Company places advertisements for the Sites; and 2) the promotion of the Sites by way of keyword advertising with internet search engines. 3.11 In relation to pay-per-click advertising ("PPC") and keyword bidding, you must not advertise or purchase or register search engine ads, 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 any of the Company's or Group Companies' (or the Partners of the same) trade marks or trade names from time to time. This includes "JackPoker" and any words similar to the name/domain name of the Sites and any other websites or applications owned and/or operated by the Company or any Group Company. In addition, you shall not include meta-tag keywords in PPC advertising which are identical or similar to any JackPoker trademarks or trade names from time to time or otherwise include the word "JackPoker" or any word similar to the name/domain name of the Sites or any other websites or applications owned and/or operated by the Company or any Group Company. 3.12 Without derogating from Section 3.11, in relation to PPC and keyword bidding you must not advertise the Sites by purchasing or using any keywords to advertise which appears in the list found here. You undertake to check this list on the 10th day of each calendar month. 3.13 You will immediately comply with all of the Company's instructions which may be notified to you from time to time regarding the use and placement of the Links, Licensed Materials and bonus codes, and your marketing of the Sites in general. 3.14 You must not market and promote the Sites in any manner which: 1) portrays, condones or encourages behavior that is socially irresponsible or which can lead to social or emotional harm; 2) condones or encourages anti-social behavior; 3) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; 4) suggest or apply peer pressure to gamble or that abstention from gambling is disparaging; or 5) suggest gambling is a "rite of passage". 3.15 If you breach any of the provisions in this clause 3 in any way and at any time, the Company may: 1) terminate this Agreement immediately; and 2) retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.
4. Leads and Money Players
4.1 With respect to revenue share trackers, a "Lead" is a distinct internet user who, during the term of this Agreement: 1) accesses one of the Sites directly through a Link which is published by you on your Partner Websites or otherwise distributed by you in accordance with this Agreement; and 2) then registers a new user account with that Site; and 3) deposits to that account an amount at least equal to the minimum deposit limit required for the Site. For the avoidance of doubt, an internet user shall not qualify as a Lead for a Site if that user has previously registered an account with that Site. With respect to CPA trackers or hybrid trackers with a CPA component, a "Lead" is a distinct internet user who, during the term of this Agreement: 1) accesses one of the Sites directly through a Link which is published by you on your Partner Websites or otherwise distributed by you in accordance with this Agreement; and 2) then registers a new user account with that Site; and 3) deposits to that account an amount at least equal to the minimum deposit limit required with that Site within 90 days of registering with such Site ("Deposit Period"). We may agree with you by email to amend the Deposit Period with regards to a specific Site or across all Sites. 4.2 Internet users who have received a first time real money transfer from a third party verified by the Company into their account, shall not be required to make a minimum deposit in accordance with clause 4.1 3) in order to qualify as a Lead . Such players shall not, however, be counted when calculating Commission associated with cost-per-action ("CPA") trackers or hybrid trackers with a CPA component and shall not contribute to any tranche associated with progressive revenue share schemes. 4.3 A "Money Player" is an internet user that qualifies as a Lead in accordance with clause 4.1 above, and in addition:
- in respect of CPA trackers and where there is a CPA component in a hybrid tracker: 1) is promptly verified and approved by the Company in accordance with all applicable regulatory requirements (including any applicable age or ID verification); and 2) meets any other qualification criteria based on gaming activity which the Company may apply from time to time per territory at its discretion; or
- in respect of revenue share trackers, makes a real money bet on any of the Sites. 4.4 Neither you nor any of your relatives (or where the person entering into this Agreement is a legal entity, neither the directors, officers nor employees of such company or the relatives of such individuals) are eligible to become Leads or Money Players. Should you or any of your relatives attempt to do so the Company may terminate this Agreement and retain all Commissions otherwise payable to you. For the purposes of this clause, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling. 4.5 The number of Leads per individual household computer, tablet device and mobile device is strictly limited to one. 4.6 You acknowledge and accept that the Company's calculation of the number of Money Players and amount of Gross Revenue shall be the sole and authoritative measurement and shall not be open to review or appeal. The Company shall notify you of the number of Money Players and amount of Gross Revenue through the Partners Information Site that is located at http:// http://partners.jack-poker.com/. It should be noted that the Partners Information Site is intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including calculation of Commission as it is provided on a dynamic basis. In case of discrepancy between the data provided through the Partners Information Site and the Company's records, the Company's records shall have priority. 4.7 To ensure accurate tracking, reporting and Commission accrual, you are responsible for ensuring that the Links between your Partner Websites and the Sites are properly formatted throughout the term of this Agreement.
5.1 The commission payable to you under this Agreement is as set out at http:// partners.jack-poker.com/commissions/ (the "Commission"), and may be modified in accordance with the terms of this Agreement. If the scheme that applies includes a revenue share component, you will receive the applicable share of Gross Revenue as such term is defined below. 5.2 The term "Gross Revenue" shall mean the total of all applicable Money Players' contributions to poker table game rakes (calculated in accordance with clause 5.3 below) and poker tournament fees (excluding the prizes) plus the sum of such Money Players' settled bets on non-poker games (excluding any contributions to progressive jackpots), less: (i) the winnings of such Money Players' on non-poker games (other than cashed-out progressive jackpot winning amounts): (ii) any credits, bonus, bonus points or other promotional amounts given to such Money Players; (iii) any Tournament Overlays (as defined in clause 5.5 below); (iv) any returned transactions or any uncollected (or refunded) revenue attributable to such Money Players (including chargebacks, 'preventative' chargebacks or in settlement of any claims involving a Money Player); (v) any administration fees relating to the Partners Scheme; (vi) any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, and applicable Facebook fees) attributable to such Money Players; and (vii) any licensing fees, applicable gaming taxes, value added taxes, duties or similar mandatory payments imposed by any authority having jurisdiction over the Company. 5.3 A Money Player's contribution to poker table game "rake" is calculated using the following formula:
(A/B) x C
where: "A" is the actual amount staked in "A" by the Money Player; "B" is the total bet of such hand; and "C" is the total "rake" of such hand.
For example, if the Money Player's stake is two US Dollars ($2.00) and the total bet in the hand is ten US Dollars ($10.00) and the "rake" of the hand in question is one US Dollar ($1.00), the Money Player's contribution to the rake will be twenty cents ($0.20). 5.4 Notwithstanding the foregoing, the Company reserves the right to change the "rake" allocation model from time to time and may do so with respect to all Money Players, both existing and new. 5.5 "Tournament Overlay" means the applicable portion as determined by the Company of the total sum of all shortfalls (if any) between the guaranteed prize amount and the total prize pool collected from the participants of any guaranteed poker tournament (including free-rolls, network shared tournaments, and tournaments set up at the Partner’s request and agreed by the Company). 5.6 For the avoidance of doubt, the Company shall be under no obligation to pay any Commission with respect to Money Players who are at any time blocked or suspended by the Company for any reason (including for reasons of fraud or any failure to validate the end-user account). However, for the purposes of calculating the Gross Revenue, the Company may still deduct any or all charges or expenses attributable to blocked or suspended Money Players. 5.7 You acknowledge and agree that a different payment scheme may apply to other partners who are already being paid by the Company in accordance with an older or alternative payment scheme or in other particular cases as determined at the Company's sole discretion from time to time. 5.8 Notwithstanding any other provision in this Agreement, any Commission containing a revenue share component which relates to revenues generated on the poker Sites found at http://partners.jack-poker.com/ including without limitation to JackPoker, shall only be payable for a maximum period of 24 months from the date on which the applicable internet user qualifies as a Lead and in any event only during the term of this Agreement. 5.9 You shall be solely liable for any tax, charge or levy imposed on you in respect of your receipt of any sum due and payable under this Agreement by the relevant authority and all amounts due and payable by the Company to you hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and the Company shall be under no obligation to increase such payment in the event such tax becomes applicable. Without derogating from the foregoing, the Company shall be entitled to deduct and withhold from any Commission payments due to you, and to pay over to the relevant tax authorities, any amount on account of taxes, in accordance with its obligations under Applicable Laws. Any such amount deducted and withheld by the Company shall be deemed paid to you for all purposes hereunder. 5.10 In consideration of your provision of the marketing services in accordance with the terms of this Agreement, the Company shall pay you the Commission on a monthly basis, within approximately 30 days after the end of each calendar month. Payments of Commission shall be made directly to you as per your preferred payment method and to the account detailed by you as part of your application process (the "Payment Account"). It is your responsibility to ensure that the details provided by you are both accurate and complete and the Company will have no obligation whatsoever to verify the accuracy and completeness of such details. In the event that you provide the Company with incorrect or incomplete details or you have failed to update your details and as a result your Commission is paid to an incorrect Payment Account, the Company shall cease to be liable to you for any such Commission. Without derogating from the foregoing, if the Company is not able to transfer the Commission to you, the Company reserves the right to deduct from the Commission a reasonable amount to reflect the required investigation and additional work including without limitation the administrative burden created by your having provided incorrect or incomplete details. Should the Company not be able to transfer any Commission to you for 6 consecutive months as a result of any incomplete or incorrect details of your Payment Account, or for any other reason beyond the control of the Company, the Company reserves the right to withhold any such Commission and will no longer be liable to pay such Commission. 5.11 The Company reserves the right to request that you provide the Company with written documentation (such as for example a current bank statement with respect to payment to a bank account) verifying all your beneficiaries and details of your Payment Account at any time, including without limitation upon registration, to comply with the Company's policies with regards to its legal and regulatory obligations orand when you make any change to your Payment Account . The Company is not obliged to make any payments until verification is completed to its satisfaction. If the Company believes at its sole discretion that you have failed to provide it with such verification, the Company retains the right to terminate this Agreement immediately and you shall not be entitled to receive any Commission which has accrued to your benefit up until such time or thereafter. 5.12 The Company reserves the right to take action against you and/or your Money Players should you or any Links used by you or Money Players show patterns of manipulating and/or abusing the Partners Scheme in any way whatsoever. If the Company determines that such conduct is being undertaken, it may withhold and keep any Commission payments which would have otherwise been payable to you under this Agreement and terminate this Agreement with immediate effect. 5.13 Where Commission is payable on a revenue share basis as set out above, the Company will apply a negative balance carry-over policy (the "Policy"). The Policy provides that: 1) in calculating the total Commission amount owed to you in a calendar month, the Company shall calculate all Commissions, both positive and negative, generated by Money Players via the Sites; and 2) if at the conclusion of a calendar month the Commission generated by Money Players via the Sites is a negative amount, the Company shall deduct such negative amount from the Commission calculation for the subsequent calendar months until such time as the negative balance has been fully set-off against future positive Commission amounts generated or any other payment payable to you by any entity in the Company's group. Alternatively the Company may require that you pay the negative balance to the Company and will issue an invoice for such negative amount. 5.14 The Company hereby retains the right to convert the commission scheme by which you are, have been or will be paid. 5.15 The Company 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. 5.16 If the Commission to be paid to you in any calendar month is less than $1,000 (the "Minimum Amount"), the Company shall not be obliged to make the payment to you and may postpone payment of this amount and combine this with a payment for a subsequent month(s) until such time as the total Commission is equal to or greater than the Minimum Amount. 5.17 The Company reserves the right to reduce your Commission relating to a specific Site in the event that you fail to generate any Leads on such Site or through an account associated with such Site, for any three (3) consecutive calendar months. 5.18 The Company retains the right to review your activity under this Agreement for possible fraud, whether such fraud is on your part, the part of a Lead or Money Player, or the part of a Sub-Partner. Any review period will not exceed 180 days. During this review period, the Company shall have the right to withhold any Commission otherwise payable to you. Any incidence of fraud on your part (or the part of a Lead, Money Player or Sub-Partner) constitutes a breach of this Agreement. Any incidence of fraud constitutes a breach by you of the Agreement and the Company retains the right to terminate this Agreement immediately and retain all Commission otherwise payable to you and will no longer be liable to pay such Commission to you. The Company also 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. 5.19 For the purpose of this Agreement and by way of example only, the term "fraud" shall include, but shall not be limited to: 1) the encouragement by you or a third party of bonus abuse on the part of the Money Players; 2) a chargeback executed by a Money Player in relation to their initial deposit; 3) collusion on the part of the Money Player with any other player on the Sites or any website owned and/or operated by a Group Company; 4) the opening of an account in breach of the terms of this Agreement; 5) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise), including without limitation "rake back", to potential or existing Money Players; 6) creating or using a single Link intended to be used by a single Lead; 7) any use by you or a potential Money Player or a Money Player of any software program, robot or external aid, which is endowed with artificial intelligence, to play real money games on the Site; and 8) any other act by you or by a Money Player which is reasonably understood to have been committed in bad faith against the Company regardless of whether or not such action has resulted in any type of harm or damage to the Company. In the event of a suspected "rake back" activity on your part (based for example, on the detection of numerous Partner serials with only one or very few accounts on each), the Company shall have the right to immediately block your account and forfeit any past and future Commissions which have accrued to your benefit. 5.20 You acknowledge and agree that the Company shall not be liable to pay to you any amounts which relate to revenues generated from Money Players from any products or services provided by the Company or any of its affiliated entities or commercial partners other than the poker which you advertise via the Links. The Company shall not be liable to you for any amounts which relate to revenues generated from activity relating to any user account other than the user account registered with the particular Site promoted by you in which the respective user qualified as a Lead and Money Player. 5.21 Your partner account is solely for your benefit. You shall not allow any third party to use your account, password or identity to access or use the Partners Scheme and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform the Company immediately if you suspect that your account is being misused by a third party and/or any third party has access to your account username or password. For the avoidance of doubt, the Company shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefrom. 5.22 The Company reserves the right, at its sole discretion, to immediately cease any or all marketing efforts in certain jurisdictions and you shall immediately cease marketing to persons in such jurisdictions. The Company will not be liable to pay you any Commission which would have otherwise been payable to you under this Agreement in respect of such jurisdictions. 5.23 Without derogating from Section 5.22, the Company reserves the right, at its sole discretion, to immediately cease paying you Commission with respect to Money Players generated by you from a specific jurisdiction and you shall immediately cease marketing to persons in such jurisdiction.
6. Intellectual Property
6.1 If you are accepted on to the Partners Scheme, the Company will grant you a non-transferable, non-exclusive, non-sublicensable, limited, revocable license to place the Links on your Partner Websites during the term of this Agreement, and solely in connection with the Links, to use the Company's and its Group Companies and their licensors' 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. 6.2 You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever. 6.3 You may not use any Licensed Materials for any purpose whatsoever other than promoting the Sites, and in any event, you may not use the Licensed Materials without first submitting a sample of your proposed use to the Company and receiving its prior written consent to such use. 6.4 You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Company or any third party negatively. 6.5 The Company and its licensors own all of the Intellectual Property Rights in the Licensed Materials and Links, and you hereby irrevocably assign to the Company all present and future Intellectual Property Rights and other rights relating the Licensed Materials and Links, and will execute any and all such documents as may be necessary to transfer and/or assign to the Company any such rights. 6.6 The Company may revoke your license to use the Licensed Materials and Links at any time by written notice to you, whereupon you must immediately destroy or deliver up to the Company all such materials as 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 or the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.
7. Obligations Regarding Your Partner Websites and Marketing Materials
7.1 You will be solely responsible for the technical operation of your Partner Websites and the accuracy and appropriateness of materials posted on your Partner Websites. 7.2 You agree that your Partner Websites will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof or any websites of the Group Companies), nor will you create the impression that any of your Partner Websites are any of the Sites (or any part thereof or the websites of any of the Group Companies) or are owned and/or operated by the Company or any of the Group Companies. 7.3 Other than use of the Links, you agree that none of your Partner Websites will contain any content of the Sites or websites of any of the Group Companies or any materials which are proprietary to the Company or its partners or Group Companies, except with the Company's prior written permission. In particular, you are not permitted to register a domain name that includes, incorporates or consists of the Company's, the Group Companies' or its partners’ trade marks or any domain name that is confusingly or materially similar to such trade marks. 7.4 Upon entering into this Agreement and as a continuing obligation, you will inform the Company of any domain names you own which are in breach of the foregoing. Once the Company becomes aware that you have registered such a domain name you will be informed and required to transfer the domain name to the Company or an entity nominated by the Company, forthwith and free of charge. YOUR OBLIGATION TO TRANSFER DOMAIN NAMES REGISTERED IN BREACH OF THIS CLAUSE EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. The Company may, in its sole discretion, withhold all Commission that may be due to you until the domain name is transferred. 7.5 Without derogating from clause 7.5, you will not use any unsolicited or spam messages to promote the Sites or any websites owned or operated by any of the Group Companies. 7.6 If the Company receives a complaint that you have been engaging in any Prohibited Practices and/or sending spam messages or unsolicited messages, you hereby agree that it may provide to the party making the complaint any details required for the complaining party to contact you directly in order for you to resolve the complaint. The details which the Company may provide to the party making the complaint, may include your name, email address, postal address and telephone number. You hereby warrant and undertake that you will immediately cease engaging in Prohibited Practices and/or sending spam messages (as applicable) and make every effort to resolve the complaint. In addition, the Company reserves all of its rights in this matter including without limitation the right to immediately terminate this Agreement and your participation in the Partners Scheme and to set off or charge you for all claims, damages, expenses, costs, or fines incurred or suffered by the Company or any Group Companies in relation to this matter. Nothing stated or omitted herein shall in any manner prejudice any such rights. 7.7 You undertake to immediately comply with all instructions and guidelines provided by the Company or published on the Partners Information Site in relation to your activities in marketing and promoting the Sites including, without limitation, any instruction received from the Company requesting you to post on the Partner Websites information regarding new features and promotions on the Sites. If you are in breach of the foregoing, the Company may terminate this Agreement and your participation in the Partners Scheme immediately and/or withhold any Commission otherwise owed to you and shall no longer be liable to pay such Commission to you. 7.8 You will ensure that your Partner Websites and any related marketing materials or communications comply with all Applicable Laws including without limitation the Gambling Act 2005, especially Section 330 thereof. In addition you will ensure that your Partner Websites and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats and do not infringe any right of any third party, including Intellectual Property Rights, whether directly or indirectly. 7.9 You hereby acknowledge that your conduct as an Partner has the potential to cause substantial damage to the Company's and the Sites' reputation and goodwill, and you undertake at all times to consider the goodwill and reputation of the Company and the Sites and to act in an appropriate manner. 7.10 Without prejudice to the generality of the foregoing, in advertising the Sites, you agree to:
- ensure that any advertisement, incentive or reward scheme under which an internet user is offered money, goods or any other advantage, clearly sets out all significant terms, conditions, limitations and qualifications subject to which the benefit is being offered. These must be displayed on the advert itself, or (if significant time or space restrictions preclude such presentation, e.g. on a banner ad), the applicable terms, conditions, qualifications and limitations must be immediately and prominently visible one click away from the relevant advert above the fold;
- seek the Company's guidance if you are unsure as to whether the advertising of a Site by you is in compliance with clause 7.11.Any failure or delay in responding to you does not constitute consent from the Company;
- only use the Links and Licensed Materials provided to you directly by the Company that are available via the Partners Information Site; and
- only use the Links and Licensed Materials to link to the Sites and to not link directly to registration or download pages. 7.11 In the event that you breach any of the clauses 7.1 to 7.14 (inclusive), in any way and at any time the Company may: 1) terminate this Agreement immediately; and 2) retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.
8.1 The term of this Agreement shall commence upon your acceptance of the terms and conditions of this Agreement as set out above, and will continue in force until terminated in accordance with its terms by either party. 8.2 At any time, either party may immediately terminate this Agreement, with or without cause, by giving the other party written notice of termination (via fax or email). 8.3 Following termination of this Agreement, the Company may withhold the final payment of any Commission otherwise payable to you for a reasonable time to ensure that the correct amount of Commission is paid. 8.4 Without derogating from any other provision in this Agreement, the Company may terminate this Agreement on written notice to you in the event that: 1) you carry out any action which the Company reasonably believes will expose the Company or any Group Company to regulatory repercussions in any jurisdiction; 2) the Company reasonably believes that you have breached Applicable Laws and/or 3) the Company or any Group Company is ordered or required by a Regulator, to terminate its relationship with you. In such an event, the Company may retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay any Commission to you. 8.5 Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Partner Websites, 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 the Company and/or provided by or on behalf of the Company to you pursuant to this Agreement or in connection with the Partners Scheme. Following the termination of this Agreement and the Company's payment to you of all Commissions due at such time of termination, the Company shall have no obligation to make any further payments to you.
9.1 You may introduce potential Sub- Partners to the Company and receive additional commission in accordance with the Sub- Partners Terms and Conditions set out below.
10.1 The Company may modify any of the terms and conditions contained in this Agreement, at any time at its sole discretion. You agree that posting a change of terms notice or a new agreement on the Partners Information Site at http:// http://partners.jack-poker.com/ is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. 10.2 Modifications may include, but are not limited to, changes to the list of the Sites, the scope of available Commission fees or 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 Partners Scheme following the posting of a change notice or new agreement on the Partners Information Site will constitute binding acceptance by you of the change. Due to the above, you should frequently visit the Partners Information Site and review the terms and conditions of this Agreement.
11. Limitation of Liability
11.1 Nothing in this clause shall exclude or limit either party's liability for death or personal injury resulting from such party's gross negligence or for fraud, fraudulent misstatement or fraudulent misrepresentation. 11.2 The Company shall not be liable (in contract, tort (including negligence) or for breach of statutory duty or in any other way) for any:
- actual or expected indirect, special or consequential loss or damage;
- loss of opportunity or loss of anticipated savings;
- loss of contracts, business, profits or revenues;
- loss of goodwill or reputation; or
- loss of data. 11.3 The Company's aggregate liability in respect of any loss or damage suffered by you and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the total Commission paid or payable to you under this Agreement. 11.4 You acknowledge and agree that the limitations contained in this clause 11 are reasonable in the circumstances and that you have taken independent legal advice regarding the same.
12. Relationship of Parties
You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PARTNERS SCHEME OR THE PARTNERS INFORMATION SITE (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, THE COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITES OR THE PARTNERS INFORMATION SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
14. Representations and Warranties
14.1 You hereby represent and warrant to the Company that:
- 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 their terms;
- all the information provided by you in your Application is true and accurate;
- your entering into, and performance of your obligations under, this agreement will not conflict with or violate the provisions of any agreement to which you are party or breach Applicable Laws;
- you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable Regulator) required to enter this Agreement, participate in the Partners Scheme or receive payment under this Agreement;
- if you are an individual rather than a legal entity, you are an adult of at least 18 years of age;
- as at the date of entering into this Agreement you have not registered any domain names in breach of clause 7.4; and
- 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 Laws.
15.1 The Company may disclose Confidential Information to you as a result of your participation as a partner within the Partners Scheme. 15.2 You may not disclose any Confidential Information to any other person. Notwithstanding the foregoing, you may disclose Confidential Information to the extent: 1) required by law; or 2) the information has come into the public domain through no fault of your own. 15.3 You shall not make any public announcement with respect to any aspect of this Agreement or your relationship with the Company without the prior written approval of the Company. 15.4 Without derogating from clause 15.3, during the term of the Agreement and thereafter, you shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to the Company, the Group Companies, the Sites or the Partners Scheme.
16.1 You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, Group Companies, successors and assigns (the "Indemnified Parties"), from and against any and all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, any of the Indemnified Parties , as a result of or in connection with:
- any alleged or actual infringement of any third party's Intellectual Property Rights or other rights arising out of use or supply of the services provided by you under this Agreement;
- any breach by you of clauses 2, 3, 4, 6 7 or 15;
- any claim related to your use of the Links or Licensed Materials or promotion of the Sites, on any public platform, that wasn’t under discussion with the Company previously.
- any breach by you of any of the representations or warranties made by you under this Agreement;
- the development, operation, maintenance, and contents of your Partner Websites or any materials, products or services linked to therein;
- a breach by you of any other provisions of this Agreement; and
- any claim related to your entitlement to use or the display of the Links or Licensed Materials on the Partner Websites. 16.2 The provisions of this clause 16 shall survive termination of this Agreement howsoever arising.
17. Anti-Bribery and Corruption
17.1 The Company is committed, in accordance with its zero-tolerance policy for bribery and corruption, to ensuring that all of its activities and the activities of all of its business partners comply with all Applicable Laws and according to the highest principles of corporate ethics. 17.2 In submitting an Application for enrolment in the Partners Scheme and in performing your activities under this Agreement, you undertake to comply with all Applicable Laws relating to anti-bribery and corruption and shall not offer, promise, give, authorize, solicit or accept any undue pecuniary or other advantage related to any prospective Leads, Money Players, Commissions, Sub-Partners or otherwise. 17.3 The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 17 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.
18. Anti-Modern Slavery
18.1 You confirm that you do not engage in slavery, servitude, forced labour, human trafficking or child labour. 18.2 You undertake to comply with applicable local labor regulations, including but not limited to, legally required working conditions, hours and minimum wage requirements. You also must ensure that all your employees and contractors undergo working age, identity and right to work checks, before being offered a contract with your business. 18.3 You must have reasonable measures in place to ensure these standards are also adhered to by your suppliers and you must not knowingly engage with suppliers who breach these standards. 18.4 If you believe or suspect that you have breached the policy you will raise this with your usual JackPoker contact person at the earliest possible stage. If you do not have a usual JackPoker contact person or if you feel that we have not adequately addressed your concerns, you should send them in writing to JackPoker's Partner’s Personal Email http://partners.jack-poker.com/. 18.5 The Company may immediately terminate this Agreement if it determines, in its sole discretion, that any of your activities do not fully comply with this clause 18 and withhold any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.
19. Entire Agreement
The provisions contained in this Agreement and your Application 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 or the Application shall be valid or binding between the parties.
20. Independent Investigation
You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desire, and agree to all of its terms and conditions. You have independently evaluated the desirability of participating in the Partners Scheme and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
21.1 This Agreement and any matters relating hereto shall be governed by, and construed in accordance with the Partners Agreement. The Company will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions contemplated thereby. 21.2 Without derogating from the rights of the Company under this Agreement and/or by law, the Company may set off any amount which you owe to it pursuant to this Agreement and/or by law from any sum that you are entitled to receive from the Company, from whatever source. 21.3 You may not assign this Agreement, by operation of law or otherwise, without the Company's express prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. You may not subcontract or enter into any arrangement whereby another person is to perform any or all of your obligations under this Agreement. 21.4 The Company's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. 21.5 The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: 1) to any Group Company, or 2) to any entity in the event of a merger, sale of assets or other similar corporate transaction in which the Company may be involved in. The Company will notify you of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on http://partners.jack-poker.com. 21.6 Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by the Company, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof. 21.7 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. 21.8 In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa.
22. 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-Partners Terms and Conditions
The following terms and conditions shall govern the agreement between you and the Company in respect of Sub-Partners. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement set out above. All the other terms and conditions of the Agreement shall remain unchanged and shall continue to be in full force and effect.
2. Introduce a Sub-Partner
- You may introduce potential Sub-Partners to the Company via the "Introduce a Sub-Partner" link located on the Partners Information Site. Potential Sub-Partners will be required to complete and submit an Application. The Company will evaluate the Sub-Partner application and reserves the right at its sole discretion to accept or reject such Application.
3. Sub- Partner Agreement
3.1 As a condition of the Company's acceptance of a Sub-Partner to the Partners Scheme, each Sub-Partner will be required to accept the terms and conditions of the Agreement, as set out above.
4. Sub- Partner Commissions
4.1 Sub- Partners will receive commission from the Company in accordance with the commission scheme as agreed between such sub-partner and the Company. You shall be entitled to receive additional commission from the Company in relation to commissions received by the Sub-Partners introduced by you (a "Sub-Partner Commission"). The Sub-Partner Commission received by you shall be linked to the commission scheme agreed between such sub-partner and the Company and shall not be determined by the commission scheme of your choice. By way of example, in the event that you have elected to receive commission from the Company on a per Money Player basis but your Sub-Partner receives commission from the Company on a Gross Revenue basis, your Sub-Partner Commission shall be calculated on a per Gross Revenue basis. The Sub-Partner Commissions shall be as set out on http:// http://partners.jack-poker.com/commissions/sub-partner.htm. 4.2 Notwithstanding the foregoing, if you cease to generate new Leads for more than a month, the Company may withhold and retain any Sub-Partner Commission from your account without notice. In addition, if any of your Sub-Partner fail to generate new Leads for over 3 months the Company shall be entitled to disconnect such Sub-Partner from your account at its sole discretion and shall no longer be liable to you for any Sub-Partner Commission. 4.3 For the avoidance of doubt, you shall not receive any commission for sub-partners introduced by the Sub-Partner to the Company.
5.1 In relation to Sub-Partners you are strictly prohibited from doing any of the following: 1) introducing yourself or a relative (as defined in clause 4.4 of the Agreement) as a Sub-Partner, 2) offering or providing a Sub-Partner or potential Sub-Partner any incentive (financial or otherwise) to act as or become a Sub-Partner, 3) attempting to use the Sub-Partner scheme in any way whatsoever in bad faith against the Company. If the Company determines in its sole discretion that you have attempted any of the foregoing, the Company may: 1) immediately block your account; and 2) retain any Commission and/or Sub-Partner Commission otherwise payable to you and will no longer be liable to pay such Commission and/or Sub-Partner Commission to you.
6.1 The Company may modify any of the terms and conditions contained herein, at any time and at its sole discretion.