Affiliate Site

Standard Affiliate Agreement

Before accepting this Standard Affiliate Agreement (“SA Agreement”) please read this document thoroughly. You should save this file and print it out for future reference. You should also save all correspondence with SEGA Partners including any and all confirmation emails containing your Bonus Codes, Tracker IDs, and Affiliate Accruals (as each are defined herein).

If under any circumstances you do not agree with any of the terms and conditions of this SA Agreement, you may not join our affiliate network or, if you have previously joined SEGA Partners affiliate network, please send us an email immediately at terms@segapartners.com to terminate this SA Agreement. Please send any questions regarding this Agreement to terms@segapartners.com. General questions should be sent to affiliates@segapartners.com.

In the even there is a conflict between this SA Agreement and any other additional terms, this SA Agreement shall take precedence. This SA Agreement,along with your Affiliate Sign Up Form, and our Electronic Marketing Rules, along with any other procedures or additional terms we supply to you from time to time via email or as we make available on our site from time to time and the associated Payment Plan (together the “Agreement”) will always contain the complete terms and conditions that apply to your participation in the SEGAPartners.com online site affiliate network (“Affiliate Network”). In the event there is a conflict between this Agreement and any other additional terms this Agreement shall take precedence.

Currently the Sites offered within the Affiliate Network are:

• SEGAPoker.com
• SEGACasino.com

These Sites may be updated from time to time by SEGA.

SEGA Partners offer two Payment Plans (as defined below) for the participants in the Affiliate Networks (“Affiliates”). The Payment Plan that you choose will apply to all Sites within the Affiliate Network.

CPA Plan: Per Sign Up Plan

MGR Plan: Revenue Share Plan

Affiliates receive Affiliate accruals calculated on the appropriate Payment Plans that are assigned to their Trackers (as defined below) during the term of this Agreement or while the created Trackers are operational (“Affiliate Accruals”).

Affiliates will not be eligible to receive any Affiliate Accruals from either SEGAPoker.com or SEGACasino.com for revenues generated by Real Money Players (as defined below) on our Sites except as established in the Payment Plan you selected for the Sites.

Where stated in this Agreement, references to:

• (i) "you", "your" and/or "Affiliate" Refer to the individual or entity that applied as the "BENEFICIARY" for payment purposes on our sign-up form as submitted at our website ("Affiliate Sign-up Form")
• (ii) "we", "our", "us", “SEGA Partners” means SEGA GAMES HOLDINGS LIMITED a company registered in Millennium House Ollivier Street St. Anne Alderney and, more specifically, its affilate marketing program called SEGA Partners.

1. GENERAL

   
   1.1 This Agreement shall administer our partnership with you in relation to the Affiliate Network for SEGA Poker, SEGA Casino Sites and modifies, replaces and supersedes the prior version of our Standard Affiliate Agreement.
   
   1.2 Upon accepting these terms and conditions on the Affiliate Sign-up Form it shall legaly bind you the affiliate to all terms and conditions set forth in this agreement, which can be amended or modified from time to time in accordance with the following Section 1.3.
   
   1.3 We may make any changes to this Agreement in our sole discretion, we may at any time update the terms of this Agreement, by either;
   A. Emailing you a notice of change
   B. Posting the updated version of the Agreement on our Website (as defined below).
   All changes to the Agreement will take effect 14 days after the date of posting or sending out of said notice, except in the instances of revisions that relate to fraud prevention or where there is a mistake in the Agreement, which shall be effective on the date of posting or the sending of said notice (whichever is the earlier). .It is your responsibility as an Affiliate to visit the Website often to make sure you are updated with the latest version of the Agreement and its provisions. If any revision is found to be unacceptable by you,your only option is to terminate this Agreement. By not terminating the Agreement your continued participation following the 14 day period will indicate your binding acceptance of all updates of the Agreement.
   
   1.4 Notwithstanding Section 1.3 we may contact you with current promotions from time to time and, unless notified otherwise by you, we will deem you to have agreed to take part in the promotions and the terms and conditions of these promotions and it shall be included into the appropriate Payment Plan and the Standard Affiliate Agreement for the entire length of the promotion.
   
   1.5 By accepting the Agreement, you concede 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

   
   References to the following words in this Agreement, shall have the meanings established below:
   
   2.1 "Affiliate Accrual" Refers to the monies earned and payable to you.These monies are figured solely on our system´s data and in method established with the terms of this Agreement and the applicable Payment Plan.
   
   2.2 "Affiliate Cashier Account" Refers to the account into which you receive all payments from us. All monies earned are paid into Affiliate Cashier Accounts, unless previously an alternate method has been established.
   
   2.3 "Affiliate Area" Refers to the section of the Website that is available to you and that supply certain members only exclusive features, such as tools to check important statistics, update and edit your profile, register Sub-affiliates, create new and additional tracker IDs and Bonus Codes.
   
   2.4 "Banners" and "Text Links" Refers to the Marketing artwork or text that incorporates your tracker IDs and Bonus Codes along with tournament feeds(RSS). All these are materials that you can use to connect to your players to our services from your particular affiliate marketing method, and are provided by Us in the Affiliate area.
   
   2.5 “Bonus Codes” are unique codes specific to your Affiliate Account, supplied by SEGA Partners for the purpose of registering prospective players on the Sites.
   
   2.6 "Brand" Refers to the "SEGA Games" brand used in association with online poker, casino and other online games of skill and/or chance operated by us from time to time.
   
   2.7 CPA or Cost Per Acquisition Refers to the Per Sign-Up Payment Plan referred to in 2.16 below.
   
   2.8 "Electronic Marketing Rules" Refers to our rules for any and all electronic marketing activities.
   
   2.9 "Fraud Traffic" Refers to any revenues,deposits or traffic generated on the Services through illegal means or any other action taken that is in bad faith to defraud us. The determination of Fraud Traffic is decided on solely at our discretion. Fraud Traffic can include deposits generated on stolen credit cards, collusion, manipulation of bonuses or other promotional abuse, creating multiple or false accounts, copyrights, trademarks and other third-party Intellectual Property Rights (that, for the avoidance of doubt, include our Intellectual Property Rights) and any action or activity that We deem as Fraud Traffic under 3.7 or 3.9 below.
   
   2.10 "Group" Refers to SEGA Games Ltd. of Alderney our ultimate holding company and any subsidiary companies of our holding company.
   
   2.11 "Intellectual Property Rights" or IPC Refers to our rights to all existing and future patents, design rights, trademarks, trade dress, service marks, trade or business names (including domain names), registered designs, copyright (including rights in computer software), format rights, moral rights, database rights and topography rights (whether or not any of these is or are registered and including applications for registration), trade secrets, know-how and rights of confidence and other industrial property rights, 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.
   
   2.12 "Marketing Materials" Refers to Text Links, Banners and any and all other marketing materials (that may include Our Marks - see 2.14 below) that have been supplied or otherwise made available to you by us or pre-approved by us.
   
   2.13 "Minimum Required Deposit" Refers to the minimum amount required to open a Player Account as indicated on the Site, (€10). A Player can reach the RMP qualification minimum (€25) cumulatively through adding up smaller deposits. Notwithstanding any other requirements contained elsewhere in this Agreement, we reserve the right to alter the amounts mentioned within this Clause 2.12 at any time by virtue of placing notice on the Site.
   
   2.14 "Monthly Gross Revenue" (MGR) Refers to the Percentage Payment Plan referred to in 2.16 below.
   
   2.15 "Our Marks" Refers to the words "SEGAPOKER", "SEGAGAMES", "SEGACASINO", "SEGAPOINTS", and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks or any other name or mark owned from time to time by us or any company within the Group.
   
   2.16 "SEGAPoints" Refers to our bonus system explained in greater detail here: http://www.segavip.com/index/earn-sega-points.
   
   2.17 "Payment Plan" Refers to the payment plan you have previously agreed to under which we pay you either:

   1. A percentage of revenues generated by Real Money Players as outlined in the specific Payment Plan (“Percentage Payment Plan”), or

   2. A plan where we pay you based on the actual number of Real Money Players that you bring to us via your Tracker ID and/or Bonus Code (CPA), or

   3. Any other plan created or agreed to by us in writing from time to time.

   
   2.18 "Player(s)"Refers to any person using any products or services on SEGAGAMING Sites reguardless of whether they are attached to your Tracker or not;
   
   2.19 "Player Account" Refers to a uniquely created account that is established for a Player when he/she completes the registration for the Services via a Tracking URL or Sign-up Bonus Code.
   
   2.20 "Real Money Player(s)" Refers to any player who is attached to your Tracker (or your Sub-Affiliate´s Tracker) who: (i) has not been a Player with us at any time before; (ii) is accepted as a player under any applicable sign up or identity verification process which we may deem fit;(iii) who has made the Minimum Required Deposit; (iv) is not located in a Restricted Territory; (v) has accumulated the minimum required number of SEGAPoints indicated on the SEGA Partners Site; and (vi) has adequately fulfilled any other qualification criteria that we may require from time to time. Notwithstanding any other provisions supplied elsewhere in this Agreement, we reserve the right to alter the above-mentioned qualifying criteria at any time by virtue of placing notice on the Site.
   Notwithstanding Clause 1.3, this list may be updated at any time by virtue of placing a notice in the "news" section of the Website.
   
   2.21 "Services" Refers to any service or product offered to Players on any and all SEGAGAMING Sites.
   
   2.22 A "Sign-up Bonus Code" Refers to a unique alphanumeric code that we will create and make available to you to provide to potential Players. When the code is entered, the system automatically logs the Sign-up Bonus Codes and establishes you as the Affiliate in relation to the specific Player.
   
   2.23 "Sites" Refers to the websites and any other online site or platform that are owned, controlled or operated by or on behalf of us or the Group from time to time and each and all of its related pages through which a Player opens a Player Account and/or accesses our Services.
   
   2.24 "Spam" Refers to any email or other electronic communication you send that promotes, markets or refers to us, the Site or our Services. Or any email that contains Marketing Materials, Our Marks or Trackers and that breaches our Electronic Marketing Rules.
   
   2.25 "Sub-affiliate" Refers to a person or business that you have referred to us, and have successfully joined our Affiliate Network in agreement with the terms of this Agreement.
   
   2.26 "Sub-affiliate Accruals" Refers to the Affiliate Accruals owed to any Sub-affiliate as set out in their predetermined Payment Plan.
   
   2.27 "Term" Refers to the period from the date that you acknowledge and accept the terms of this Agreement by indicating acceptance on our Affiliate Sign-up Form, until such time as this Agreement expires or is terminated in agreement with its predetermined terms.
   
   2.28 "Tracker(s)" Refer to the exclusive Tracking URL or Sign-up Bonus Codes that we provide solely to you. We track Players´ and Real Money Players´ activities and calculate Affiliate Accruals, through these Tracking URL’s and Bonus Codes.
   
   2.29 "Tracking URL" Refers to a destinctive hyperlink or other linking tool for referencing our Site or Services through which you refer your prospective Real Money Players. As a new attached Player opens their Player Account, our system automatically logs the Tracking URL and documents you as the Affiliate.
   
   2.30 "Website(s)" Refers to the SEGA Partners affiliate website located at the URL http://www.SEGAPartners.com and at any URL with which we substitute or replace this URL with from time to time (and any other such other web addresses including RSS feeds that are owned, operated or controlled by or on behalf of us from time to time and that make available such website) and each of its related pages.
   
   2.31 Terms in this Agreement (apart from where the context otherwise requires):
   
   

   1. Any clause headings are included for expediency only and shall not affect the interpretation of this Agreement;

   2. Any phrase initiated by the terms "including", "include" or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms;

   3. Any reference to "persons" including natural persons, partnerships, corporations, organizations, firms, companies, associations, governments, states, governmental or state agencies, trusts and foundations (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);

   4. Any reference to a statute, statutory provision, code, guideline, ordinance or subordinate legislation ("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 that re-enacts or consolidates (with or without revision) any such legislation.

   2.32 This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall prevail in any and all instances.

3. TERMS & CONDITIONS

   
   3.1 Identity and Disclosure: You shall provide up with any and all information as we may reasonably request from time to time. You shall provide indisputable and complete information to us when completing the Affiliate Sign-up Form and promptly update your information if all or any part of it changes.
   
   3.2 Marketing Activities and Responsibilities: Your purpose as an Affiliate is to market to and refer all prospective Real Money Players to the our Sites. Marketing activities must be professional, appropriate and lawful under pertinant rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing) and otherwise conform with the terms of this Agreement. You will be solely liable for the content and method of any and all marketing activities. You shall not yourself, nor shall you authorize, assist or encourage any third party to:
   
   

   • 3.2.1 Place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is potentially libellous, explicit, unlawful, sexually explicit,malicious, discriminatory, obscene, pornographic or violent or that is, in our sole discretion, otherwise unsuitable.
   • 3.2.2 Develop, employ, or implement any marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing to any persons who are less than the age of 18 years (or such higher age as may apply in the jurisdiction that you are targeting).
   • 3.2.3 Breach the Electronic Marketing Rules.
   • 3.2.4 Use Marketing Materials in a manner that may potentially confuse a Player or prospective Player.
   • 3.2.5 Place Our Supplied Marketing Materials on any online site or other medium where the content and/or material on such online site or medium:
     
     

     1. Disparages us or otherwise damages our goodwill or reputation in any way

     2. Copies or resembles the Site in whole or in part

     3. Infringes any third party’s Intellectual Property Rights (IPC)

     4. Frames any page of the Site in whole or in any part whatsoever.

   • 3.2.6 Fill in, record, or inerpret the contents of any electronic form or other materials submitted to us by any other person.
   • 3.2.7 Alter, redirect or in any way hinder the operation or accessibility of the Sites or any page thereof.
   • 3.2.8 Register as a Player on behalf of any third party, or authorize any other person to register as a Player.
   • 3.2.9 Offer any rake-back schemes or comparable promotions that offer or allow a percentage of the player´s rake to be returned to the player in any form whatsoever.
   • 3.2.10 Perform any action intentional or otherwise that could reasonably cause any end-user confusion as to the ownership or operation of the site or services on which any functions or transactions are occurring, or our relationship with you or any third Party.
   • 3.2.11 Post, publish or serve any advertisements, promotional content promoting the Site, or communications of our Services or Our Marks around or in conjunction with the display of the Site and/or any part or page thereof (for example and without limitation through any "framing" technique or technology or pop-under windows or pop-up windows or interstitials);
   • 3.2.12 By manipulation causing any of the Sites (or any parts or pages thereof) to open in a visitor´s browser or anywhere else used for gaining access to the Services other than as a result of the visitor clicking on Banners or Text Links contained in or as part of any Marketing Materials;
   • 3.2.13 Intercepting or redirecting any (including via user-installed software) traffic from or on any online site or other third party site that participates in our Affiliate Network;
   • 3.2.14 Utilize any means to create the impression that a site of your creating in is, in fact, part of Our Sites, or use any means to promote any of the Sites that resemble in any way the look and/or feel of any of the Sites whether in whole or in part;
   • 3.2.15 Violate in any way the terms of use and any relevant policies of any search engines or the customer feedback facilities of e-tailers; or
   • 3.2.16 In any way attempt to communicate to Players whether indirectly or directly on any of our Sites to solicit them to switch to any online site not owned by us or for other purposes without our prior approval including but not limited to via chat boards, email, or spamming our tables.
   • 3.2.17 In any way attempt to market or promote our Services (or any specified part thereof) or Sites (or specific Site) within territories which are listed under our Restricted Territories information (“Restricted Territories”); or any attempt to disguise the geographical location of a Player; or any action or actvity to circumvent any restriction which we have set into place to prevent players from restricted territories from signing up as Real Money Players.
     
     In our sole discretion, if we determine that you have attempted any of the previous activities, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Accruals and/or terminate this Agreement immediately on notice.

   
   3.3 Approved Marketing Materials. You shall not modify, edit, or resize the Marketing Materials or Our Marks in any way without prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement. We may charge you for the cost of any CDs and other customised promotional materials provided to you at your request and such costs may be deducted from your Affiliate Accruals. We grant you a fully terminable, non-exclusive, non-transferable right to use the Marketing Materials during the term of this Agreement, for the sole purpose of fulfilling your obligations under this Agreement.
   
   3.4 Competitive Marketing. Unless such activities are approved in writing by us, you shall not market the Site and/or us or our Services or Our Marks in any way whatsoever, (i) on or through any Internet search engine on or through which we promote any of the Sites; and (ii) on any website on which we promote any of the Sites; (iii) in any other instance that results in you competing with us in relation to the promotion of any of the Sites or (iv) or otherwise where we request that you cease the same.
   
   3.5 Non Assignment. Without prejudice to Section 8.6, you agree and acknowledge that Trackers are for your sole use and you may in no way assign or sub-license the Tracker IDs, Bonus Codes nor any Affiliate Accruals to any third Party without our prior written consent.
   
   3.6 Sub-affiliates. As an Affiliate you may refer other prospective sub-affiliates to us giving them the opportunity to join our Affiliate Network. By successfully recruiting any such person to our Affiliate Network we will pay you in respect of the activities of such Sub-affiliate in accordance with the terms and conditions set forth in the relevant Payment Plan, provided that you register them through the "Register Sub-affiliate" link within the Affiliate Area of the Website. You will only receive credit for sub-affiliates that obey all applicable terms of this Agreement. Any person previously registered as an Affiliate cannot then be reclassified as a Sub-affiliate. You shall not:
   
   

   1. Register yourself or any person working for you as your own Sub-affiliate

   2. Use alias or fictitious names for the registration of Sub-affiliates

   3. Use any type of offer of money or enticement of money or otherwise of monetary value or otherwise to prospective Sub-affiliates unless such enticements are approved in writing by us, including any rake-back schemes where a precentage of the player´s rake is returned to the player in any way or form

   4. On you own introduce any variations or additions to our terms in relation to any prospective Sub-affiliate

   5. Receive payment on behalf of your Sub-affiliate(s). Any and all payment and contractual relationships in regard to the Affiliate Network shall remain solely between the Sub-affiliate and us.

   
   3.7 Commercial Use Only. Making deposits to any Player Account or Registering as a Player (directly or indirectly) through your Tracker(s) (or any Sub-affiliate´s tracker(s)) for your own personal use, is strictly prohibited. Any violation of this provision will constitute Fraud Traffic. This Affiliate Network marketing opportunity is for commercial use only.
   
   3.8 Player Information. All data relating informations of the Players, is strictly confidential. We reserve the right to refuse service to any prospective Player and to close the Player Account of any Player, in our sole discretion, at any time.
   
   3.9 Trademarks and Domain Names. You agree that SEGA Partners Limited and/or its affiliates within the Group and licensees, own all Intellectual Property Rights comprised in any and all of the Marketing Materials, the Site, our Services, and Our Marks. Any use of any trade name, domain name or trade mark that 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 unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, you cannot register any domain name that is confusingly similar to Our Marks or includes Our Marks. You shall not register or attempt to register any trade marks or names that contain, are confusingly similar to or are comprised of Our Marks. You agree that all use by you of Our Marks including any use of a domain name that includes Our Marks or marks confusingly similar to 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 hereby agree to relinquish any domain names or trade mark application or registrations in respect of Our Marks or marks confusingly similar to Our Marks you may hold or control to us upon demand. You further agree not to attack or challenge our ownership of and title to Our Marks in any way.
   
   3.10 No Group Employees. Any and all employees, officers, directors, consultants or agents of the Group or one of its subsidiary parent or associated companies, or vendors or suppliers, are not permitted to participate in the Affiliate Network or to use indirectly or directly any of the Sites, other than in their course of employment as a Group employee. Similarly, ´relatives´ of any Group employees are not permitted to join the Affiliate Network or to use directly or indirectly any of the Sites. For these purposes, the term relative shall include (but not be limited to) any of a spouse, parent, partner, child or sibling.

4. REPORTS & PAYMENTS

   
   4.1 Reports. To accurately calculate your Affiliate Accruals based on your chosen Payment Plan, we will keep track and report all Player activity. In our sole discretion, the form, content and frequency of the reports may vary from time to time. Daily reports may be available on SEGAPartners.com for you to follow new Real Money Players per Tracker used. Normally, you will receive a monthly report with your totals including your payment details indicating the number of new Real Money Players that signed up that month per Tracker and/or the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement. We exclude any and all liability for the accuracy or completeness of any such reports.
   
   4.2 Affiliate Accruals. Also subject to Section 4.4 below, in accordance with your particular Payment Plan Affiliate Accruals will be paid to you on a calendar monthly basis, upon completing the registration process and/or where we have activated additional Trackers. We may elect to reject your selected Payment Plan choice and we may alter any Payment Plan and any associated Trackers provided hereunder from a Percentage Payment Plan (MGR) to a Per Sign-up Payment Plan (CPA) or vice versa or to any other Payment Plan that we may operate from time to time, at any given time, on notice to you.
   
   4.3 Sub-affiliate Accruals. Also subject to Section 3.6, in adherence with the Payment Plan and Section 4.4 below, you will receive your commission on the Affiliate Accruals due and payable to your Sub-affiliate(s) for Real Money Players they refer to any of our Sites.
   
   4.4 Minimum Payment and Time of Payment. Any and all Affiliate Accruals earned through your particular Payment Plans will be deposited into your Affiliate Cashier Account within fifteen (15) days of the close of each calendar month. To protect the security of your account we may impose reasonable restrictions on the frequency and amounts that can be cashed out of your Affiliate Cashier Account for administrative convenience.
   
   4.5 Holdover for Fraud Traffic. In our sole discretion, in the event that we suspect any Fraud Traffic, then we could delay any and all payments of the Affiliate Accruals to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. In our sole discretion, any Affiliate Accruals that are not verifiably who they claim to be or are otherwise involved with Fraud Traffic, then we are not obligated to pay Affiliate Accruals in respect of Real Money Players who, in the event that we ascertain any activity to constitute Fraud Traffic, or to otherwise be in breach of this Agreement, then in our sole discretion we may: (i) pay the Affiliate Accruals in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Affiliate Accruals in respect of Fraud Traffic (as appropriate).
   
   4.6 Method of Payment. Payment will be made by cheque, ACH, wire or any other method as we in our sole discretion decide; however, we will use reasonable efforts to accommodate your preferred payment method when possible. Charges for wires or courier charges for cheques will be covered by you and deducted from your Affiliate Accruals. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your Affiliate Cashier Account. All payments to you will be due and payable in United States Dollars or such other currency as we will determine from time to time, regardless of the currency any Players assigned to your Tracker may have played in.
   
   4.7 Player Tracking. In no circumstance are we liable for your failure to use Trackers or for potential Real Money Player´s failure to properly enter valid Sign-up Bonus Codes. You understand and agree that prospective Real Money Players must link through using your Tracker ID or use your sign-up bonus code in order for you to receive any Affiliate Accruals. Notwithstanding any other stipulations herein, we may in our sole discretion and at any time alter our tracking system and reporting format.
   
   4.8 Disputes. Dispute notices must be received within thirty (30) days of our making your monthly report available or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard.If you have a dispute with the monthly reports or amount payable, you should NOT accept payment for the amount and immediately send us written notice of your dispute. 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 Affiliate Accruals due for the month indicated. In the instance when an overpayment made in the calculation of your Affiliate Accruals, 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 abide by the applicable laws and any policy notified by us through our Site or otherwise in relation to money laundering and/or the proceeds of crime.
   
   4.10 Taxation. You are responsible for obeying all the rules, if any, for registering for and paying income tax and similar taxes in respect of your income from this agreement and for collecting and paying the income tax and social security contributions in respect of your staff, if you have any staff. All taxes due in connection with any payments to you are your sole liability. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable, you are responsible for complying with and and all rules, if any, for registering for the tax and collecting and paying tax in the country where the services are provided and you acknowledge that the payments that you receive shall be deemed to include all VAT or sales tax or turnover tax.

5. TERM AND TERMINATION

   
   5.1 Term and Termination. When you indicate your acceptance of these terms and conditions on the Affiliate Sign-up Form this Agreement will take effect and continue until terminated in accordance with the terms of this Agreement.
   
   5.2 Termination By You. For the avoidance of doubt, termination of the Agreement will end your participation in the Affiliate Network as a whole. You may not terminate any Site seperatly. In the event that you elect to terminate this Agreement, you must withdraw everything in your Affiliate Cashier Account within thirty (30) days of sending the below-mentioned email. If such monies have not been withdrawn by such time then they shall be considered forfeited and shall revert to Us. You may terminate this Agreement, with or without cause, immediately upon written notice by sending an email marked "Termination SEGA Partners" to terms@SEGAPartners.com.
   
   5.3 Termination By Us. For the avoidance of doubt, on termination of this Agreement you will no longer receive any Affiliate Accruals. If we choose to terminate a specific Tracker, you will no longer receive any Affiliate Accruals through that Tracker; however, your remaining Trackers will not be affected. We may terminate this Agreement or without terminating this Agreement as a whole, any specific Trackers, without cause at any time, upon written notice to you that we will 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 the Agreement as a whole, we shall be entitled to immediately render any Trackers inoperative.
   
   5.4 Suspension By Us. In any instance where we are at liberty to terminate this Agreement or terminate any specific Tracker, we may at our sole discretion and without prejudice to our further rights and remedies, suspend the Agreement or any specific Tracker. We may withhold the payment of any Affiliate Accruals that relate to any affected Trackers, during the period of any suspension. In the event the suspension is ended any payments of withheld Affiliate Accruals will be made to you.
   
   5.5 Automatic Termination By Us If Your Account Is Inactive. In this Section, "Inactive" is defined as (i) you have not generated sufficient Affiliate Accruals to trigger a payment into your Affiliate Cashier Account or you have not cashed out any funds (through a withdrawal or a transfer to a Players Account) for one hundred and eighty three (183) days or more; or (ii) you have failed to respond to any verification mails sent to you within a reasonable time.If your Affiliate Cashier Account is inactive, your Agreement and participation in the Affiliate Network will automatically terminate. Any funds remaining within your Affiliate Cashier Account will revert to us, where automatic termination occurs,
   
   5.6 Effect of Termination. The following will apply when we terminate your Affiliate account:
   
   

   1. You shall cease promoting the Sites and all rights and licenses given to you under this Agreement will terminate immediately.

   2. We may leave open, redirect or deactivate any Trackers in our sole discretion without any obligation to pay you for Players who subsequently become Real Money Players.

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

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

   5. Sections 2, 3.5, 3.8, 4.5, 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 Warranties: We offer no warranties with respect to any Affiliate Network, products or services (including without limitation the Services) related to our Websites, our other websites or any content, systems, networks, softwares or hardwares (including hardware provided by third parties) will be totally error-free or completely uninterrupted, or in any way with respect to the merchantability, quality, fitness for particular purpose and/or suitability of the foregoing . All warranties, representations and terms and conditions are excluded to the fullest extent permitted by law. Additionally, neither we nor our third party vendors are required to maintain software or hardware, network or redundant systems.
   
   6.2 Billing and Collection Limitations. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts. We may, at our sole discretion, use any existing means to block, eliminate, restrict or discount from your tracker particular Real Money Players, deposits or play patterns or reject the applications of prospective Real Money Players and/or Affiliates so as to diminish the number of fraudulent, unprofitable transactions or for any reason.
   
   6.3 Liability Limitations. Other than as specifically documented in this Agreement, in no instance will we be liable for any incidental, direct, indirect, special, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss or otherwise) including any loss of business, revenue, profits or data. Our obligations under this Agreement do not constitute personal obligations of the employees, owners, directors, agents, officers, vendors or suppliers of the Site or Services other than as provided under this Agreement. Under this Agreement our responsibility, whether in contract, tort (including negligence) or for breach of legal responsibility or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable to you in relation to the Site(s) that the dispute relates to over the previous 12 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. The maximum liability that you may claim from us for any reason whatsoever shall be no more than an amount equal to the sum total of all Accruals actually paid by us to you or undisputedly owed to you by us over the course of the previous 12 months or fifty thousand US Dollars ($50,000) whichever is the higher.
   
   6.4 Indemnification. You shall defend, indemnify and hold us and our employees, officers, directors, and representatives harmless on demand from and against any and all claims, liabilities, demands, damages, losses, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of this Agreement and/or of any of your representations and/or warranties herein.
   
   6.5 Set off. Having no prejudice to any other rights or remedies obtainable 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

   
   7.1 Independent Investigation. You pledge that you alone have evaluatedthe interest of marketing the site and services.
   
   7.2 Independent Research. You recognize that gambling laws may vary from city to city, state to state and country to country. You pledge that you have alone evaluated the laws that apply to your actions and believe that you may participate in our affiliate network without violating any relevant rules or laws.
   
   

8. MISCELLANEOUS

   
   8.1 Relationship of Parties. There is no relationship of partnership, exclusivity, employment, joint venture, agency or franchise between you or us under this Agreement. Neither party to this Agreement 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.
   
   8.2 Non-Exclusive. You understand that we may re-direct traffic and users from any of the Sites to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.
   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 possibly even competitive, to you.
   
   8.3 Confidentiality and Non Disclosure. As an Affiliate, you may receive confidential information from us, including confidential information as to our marketing concepts, marketing plans, structure and payments. This information is considered confidential between us and constitutes our proprietary trade secrets. You shall under no circumstances 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).
   
   8.4 Press. Under no circumsances will you issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Affiliate Network without our prior written consent, except as required by law or by any legal or regulatory authority.
   
   8.5 Assignment. Apart from 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.
   
   8.6 Governing Law. Nothing in this clause shall limit the right of us to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. This Agreement (including any variation or modification thereto) shall be deemed executed in Alderney and shall be governed by and construed in accordance with the laws of Alderney without giving effect to conflicts of law principles. You irrevocably agree that, subject as provided below, the courts of Alderney shall have exclusive jurisdiction to determine any claim, dispute or matter arising out of, or in connection with, 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.
   
   8.7 Severability. 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. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law.
   
   8.8 Entire Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, warranty, representation, guarantee, undertaking, understanding, 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 that, 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. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding or action between the parties in relation to such subject matter save in respect of modification to this Agreement provided by us to you in accordance with Section 1.3 above.
   
   8.9 Default Interest. Subject to Section 6.5, if we fail to pay you by the due date any amount payable by us under this Agreement, you shall be entitled but not obliged to charge us interest on the overdue amount, from the due date up to the date of actual payment, at the rate of 2 per cent per annum above the base rate for the time being of Barclays Private Clients International Limited Guernsey Intl Banking.
   
   8.10 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 that exists or is available apart from under that local law or statute.
   
   8.11 No Waiver By Us. If there is a breach of any provision of this Agreement, it shall by no means be considered as a waiver of any subsequent breach of the same or any other provision.

SEGA Partners Limited
Last modified 14 October 2009