This Affiliate Agreement (hereinafter referred to as the “Agreement”) contains the complete terms and conditions between LotosPlay (hereinafter referred to as the “Provider”) and an affiliate (hereinafter referred to as the “Affiliate”) regarding your application to participate as an affiliate in LotosPlay scheme.  As an Affiliate your role will be to promote lotospoker.com and lotoscasino.com, the Internet-resources of LotosPlay.  Accepting this Agreement, the Partner accepts and agrees that the terms and conditions of this Agreement are legally binding.  

 

1. LotosPlay Affiliate scheme application and enrollment.


To become an Affiliate within LotosPlay Affiliate scheme, the Affiliate have to submit a completed LotosPlay application, as made available on www.affiliates.lotosplay.com web-site. The application will be evaluated and, provided that the application is acceptable, the Affiliate will be notified of his acceptance to LotosPlay Affiliate scheme.  The Provider shall have the right to reject the application if he determines, in his sole discretion, that your web-sites are not suitable for any reason, including, but not limited to, the content of your Affiliate Websites that the Provider deems in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues or (v) any unlawful behavior or conduct.  Similarly, the Provider shall reject your application if he determines, in his sole discretion, that any of your Affiliate Websites are designed to appeal to minors.  Further, the Provider is strongly committed to the protection of its end -users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard.  Therefore, the Provider shall reject your application if he deems, at his sole discretion, that any of your Affiliate Websites are designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware.  Affiliate shall have no right to appeal any decision to reject his application.

 

2. Protection of Minors.  

 

In accordance with the Government of Gibraltar's Gaming Ordinance, persons under the age of 18 are not allowed to register with or play on Provider's websites (hereinafter referred to as “Websites”). Websites are not designed to attract children or adolescents, and Provider takes certain measures to block underage persons from registering with the Websites. Provider shall reject Affiliate’s application if any of Affiliate’s websites indicated in the application are designed to appeal to minors and, as such, are not suitable for LotosPlay scheme.

 

3. Setting Up Links and Promotions.

 

If Affiliate’s application is accepted, Provider will make available to Affiliate the following marketing materials: banner advertisements, button links, text links and other content as determined by Provider (all of which shall relate specifically to the Websites), which shall link to either LotosPoker.com or LotosCasino.com (hereinafter collectively referred to as the "Links"), which Affiliate may display on his Affiliate Websites, provided he abides by the terms and conditions of this Agreement. In using the Links, Affiliate agrees that he will cooperate fully with Provider in order to establish and maintain the Links. If during the term of this Agreement Affiliate wishes to place the Links on websites other than the Affiliate Websites, he must request and receive Provider’s permission for the placement of the Links on such alternative websites before placing any such Links (where permission is granted, such alternative sites shall then become a part of Affiliate net for the purposes of this Agreement). Affiliate may not modify a Link, unless he received a prior written consent from Provider to do so. In the event that any Link was modified without written consent of Provider, the latter shall be entitled to exclude such Links from the effect of the present Agreement. 

Affiliate may not use promotion methods in any way not approved in advance by Provider including, without limitation, the use of spam e-mails. In addition to use of Links Affiliate may promote the Websites by means of (i) distribution of CDs containing Website-related software (the "CDs") to potential Money Players , as defined below and (ii) publication of bonus codes (each a "Promotion" and collectively the "Promotions"). Affiliate’s activities in relation to a Promotion shall be strictly in accordance with LotosPlay relevant guidelines as such shall exist and be amended from time to time. Any offering of a Promotion at any time shall be conditional on Affiliate’s receipt of Provider’s prior written approval for the Promotion. If an Affiliate did not receive Provider’s approval in relation to a Promotion, such Affiliate shall not be permitted to receive any commissions generated on account of Money Players, as defined below, who have become such a player in connection with the relevant unapproved Promotion. Affiliate shall refrain from marketing the Websites in any way which might compete with Provider’s own marketing efforts. By way of example, the following activities will be considered to be activities, which would compete with Provider’s own marketing efforts and are prohibited hereunder: (i) placement of Links on any Internet websites on which Provider places advertisements for the Websites and (ii) promotion of the Websites by way of keyword advertising with Internet search engines. Breach of the foregoing provisions will constitute a breach of this Agreement, and Provider retains full authority to (i) terminate this Agreement immediately and (ii) retain any commission arising as a result of such competitive activities.  Considering the above said conditions Affiliate may not promote (including use of advertising in Internet search engines), purchase or register keywords, search terms, and other identifiers for use in Internet search engines and other similar systems which are identical or similar to any of LotosPlay trade marks or trade names or contain words “LotosPlay”, “LotosPoker”, and “LotosCasino.”  Affiliate may not also include metatag keywords in PPC (Pay-per-Click) advertising which are identical or similar to any of Provider’s trade marks or trade names, which contain names of Provider’s trade marks.

 

4. Leads and Money Players.

 

 A "Lead" shall mean an Internet user who accesses one of the Websites directly through a Link, displayed on Affiliate’s website, opens a new user account and makes the required minimum deposit in such account. Notwithstanding the foregoing, the following players shall not be required to make a minimum deposit in their new user account prior to becoming a "Lead": (i) players who received a first money transfer into their account from a third party (such players however shall not be counted for payments associated with CPA trackers or with progressive gross revenue share schemes); (ii) players who migrated to one of the Websites from a white label's former platform and performed a first time deposit via their previous account with the white label partner prior to such migration; and (iii) players who have received a bonus based on changing parameters to be determined by Provider from time to time at its sole discretion. A "Money Player" is a Lead who has achieved the required criteria as per his commission scheme. The number of your Money Players and the relevant Gross Revenue figures shall be available to Affiliates through the website that is located at www.affiliates.lotosplay.com.  To permit accurate tracking, reporting, and commission accrual, Affiliate must ensure that the Links between Affiliate Websites and the Websites are properly formatted throughout the term of this Agreement.

 

5. Commissions.  

 

Commission payment methods for all Affiliates shall comply with the following conditions: 

a) Progressive payment method.  Payments are calculated based on the total revenue raised from Leads.  Percent is increased, if the monthly amount Leads is growing. Available only for the Casino Affiliates. 

b) Payment on income amount.  Percent rate depends on the amount of money lost by all Leads per month. Available only for the Casino Affiliates!

c) Hybrid payment method.  Payments are made both for each Lead and as a percent of losses made by all players. Available only for the Casino Affiliates.

 d) CPA (Cost-per-acquisition).  The payment is calculated based on the total amount of Leads made first deposit.  Affiliate gets fixed revenue in the amount of $60 per each Lead made a deposit, which is a standard Poker Affiliate deal.

 e) Sub-Affiliates.  You can make profit by bringing other resources into affiliate program in the amount of 10% from the total amount of Sub-Affiliate commission. 

 

6. Net Revenue terms.

 

a) The term "Casino Net Revenue" shall mean the sum total of all of a Money Player’s bets, less the winnings of a Money Player, less any credits, bonus or promotional amounts given to a Money Player, less any chargebacks (including amounts paid as a result of credit card abuse or fraud, or paid to a Money Player to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible revenue attributable to a Money Player.

b) The term "Poker Net Revenue" shall mean the sum total of all Money Players’ contributions to "rakes" the Money Players were involved in while playing at the Poker Site, less any credits, bonus or promotional amounts given to Money Players, chargebacks or any uncollectible revenue attributable to the Money Players. A Money Player's contribution to a "rake" shall be determined by multiplying the quotient obtained when dividing the actual amount to a hand contributed by the Money Player by the total bet of each hand, by the total "rake" of the hand in question. For example, if the Money Player’s contribution to the hand is two Dollars ($2.00) and the total bet in the hand is ten Dollars ($10.00) and the "rake" of the hand in question is one Dollar ($1.00), the Money Player's contribution to the rake will be twenty cents ($0.20). Nevertheless, we reserve 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.

 

7. Rakeback.

 

Please note that rakeback (return of a part of the rake a player pays) is not allowed in our system.  Any Affiliate practicing rakeback will be expelled without remuneration.

 

8. Affiliate fraud and commission scheme manipulation.  

 

We reserve the right to take action against Affiliates and/or any of their referred players that show patterns of manipulating LotosPlay scheme.  If we determine at our sole discretion that such conduct is being practiced, we may withhold any commission payments accrued to the benefit of the relevant Affiliate and terminate this Agreement with immediate effect. 

 

We hereby retain the right to convert the commission scheme by which you shall be paid and the Money Player qualification criteria as we shall see fit. 

 

Provider retains the right to review all commissions for possible Fraud, whether such Fraud is on the part of the Money Player or on Affiliate’s part. In any period of time during which Provider reviews commissions for possible Fraud, such review period not to exceed 180 days. Affiliate shall have the right to withhold any commission accrued in Affiliate’s favor, such commissions not to be paid until such time as the review has been concluded. 

 

Any incidence of Fraud on Affiliate’s part constitutes a breach of this Agreement, and Provider retains full authority to terminate this Agreement immediately in the event of such breach.  Further, in the event that Provider deems that Fraud has occurred, either on Affiliate’s part or on the part of a Money Player, Affiliate shall not be entitled to receive any commissions which have accrued to his benefit at such time in relation to same whether such commissions were generated through Fraud or otherwise. Provider retains the right to set-off from future commissions payable to Affiliate any amounts already received by him which can be shown to have been generated by Fraud. Affiliate is urged to provide accurate details in regard to the manner and information relating to Affiliate’s preferred method of receiving commissions and Provider shall not be held liable for Affiliate’s delayed receipt of commissions due to his provision of inaccurate details.

 

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

 

For the avoidance of doubt it is hereby stated by Provider and agreed by Affiliate that the future commissions which Provider shall pay to Affiliate shall relate solely to the casino or poker products. Provider shall have no obligation whatsoever in relation to future products or services provided to Money Players by Provider or any of its affiliated entities or commercial partners.

 

9. Commission payouts.

 

Where you earn your commission in accordance with payment methods based on the revenue share (Progressive payment method, Payment on income amount, Hybrid payment method, and sub-affiliates payments)  as set out above Provider will apply a negative balance carry-over policy (the "Policy"). The Policy consists of the following two rules: (i) Provider shall calculate all Players’ commissions, both positive and negative; and (ii) in the event that at the conclusion of a calendar month the commission is a negative amount, such negative amount will be applied to the commission calculation of the subsequent calendar months until such time as the negative balance has been fully set-off against future positive commission amounts generated. 

 

All commissions shall be paid to the Affiliate on a monthly basis, within approximately 30 days following the end of each month. Provider shall pay the commissions directly to Affiliate as per Affiliate’s preferred payment method elected by him as part of his application process. In the event that Affiliate provided Provider with incorrect or incomplete details in relation to his preferred payment method, Provider reserves the right to subtract from the commissions due to Affiliate an amount of money to reflect the required investigation and additional work created by Affiliate having provided incorrect or incomplete details. Provider shall be entitled to set-off from the amount of commission to be paid to Affiliate any associated costs related to the transfer of such commission. In the event that the commission to be paid to Affiliate in any calendar month is less than $100 (the "Minimum Amount"), Provider shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount.

 

10. Intellectual Property.

 

In the event of Affiliate’s acceptance to LotosPlay scheme, Provider shall grant Affiliate a non-transferable, non-exclusive, revocable license to place the Links on his Affiliate Websites during the term of this Agreement, and solely in connection with the Links, to use our logos, trade names, trade marks, service marks and similar identifying material as contained in the Links (collectively, "Licensed Materials"), solely for the purpose of promoting the Websites.  Affiliate is not permitted to alter, modify or change the Licensed Materials in any way whatsoever.  Affiliate may not use any Licensed Materials for any purpose whatsoever other than promoting the Websites, and even then Affiliate may not do so without first submitting a sample of such use to Provider and receiving his prior written consent. Affiliate is not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Provider or anyone else negatively. Provider reserves all of his intellectual property rights in the Licensed Materials and the CDs. Provider may revoke Affiliate’s license to use the Licensed Materials and/or the CDs at any time by written notice to Affiliate, whereupon he shall immediately destroy or deliver up to Provider all such materials and/or CDs that are in his possession. Affiliate acknowledges that, except for the license which may be granted to him in connection hereto, he has not acquired and will not acquire any right, interest or title to the Links, the Licensed Materials or the CDs by reason of this Agreement or his activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.

 

11. Obligations Regarding Your Affiliate Websites.

 

Affiliate will be solely responsible for the technical operation of his Affiliate Websites and the accuracy and appropriateness of materials posted on therein. Affiliate agrees that his Affiliate Websites will not, in any way, copy or resemble the look and feel of the Websites (or any part thereof), nor will Affiliate create the impression that any of his Affiliate Websites are the Websites (or any part thereof). Affiliate also agrees that none of his Affiliate Websites will contain any content of the Websites or any materials which are proprietary to Provider, except (i) with Provider’s prior permission, or (ii) the Links. In particular, Affiliate is not permitted to register a domain name that includes, incorporates or consists of Provider’s trade marks or any domain name that is confusingly similar to such trade marks. 

 

On execution of this Agreement and as a continuing obligation, Affiliate will inform Provider of any domain names he owns which are in breach of the foregoing. Once Provider becomes aware that Affiliate has registered a breaching domain name Affiliate will be informed and required to transfer the domain name to Provider forthwith and free of charge to any company we nominate. AFFILIATE’S 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 Affiliate will not allow the domain name registration to lapse. Provider may, in his sole discretion, withhold all commission payments that may be due to Affiliate until the domain name is transferred. Affiliate will not use any unsolicited or spam email to promote Websites and will ensure that his Affiliate Websites and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats. If Affiliate’s Websites or any related marketing materials or communications are found to contain any spyware, adware or other unwanted threats, Provider reserves the right to terminate this Agreement and Affiliate’s participation in LotosPlay scheme immediately. Affiliate undertakes to comply with all reasonable instructions received from Provider in relation to your activities in marketing and promoting the Websites including, without limitation, any instruction received from Provider requesting Affiliate to post on the Affiliate Websites information regarding new features and promotions on the Websites. Affiliate will indemnify and hold Provider harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) relating to the development, operation, maintenance, and contents of his Affiliate Websites or any materials, products or services linked to therein. Affiliate hereby acknowledges that his conduct as an Affiliate shall reflect on Provider and has the potential to cause substantial damage to Provider’s reputation and goodwill and that Affiliate shall at all times consider the goodwill and reputation of Provider and Provider’s name.

 

12. Term.

 

The term of this Agreement will begin upon Affiliate’s acceptance to LotosPlay scheme as an Affiliate and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail. Provider reserves the right to withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, Affiliate will immediately cease use of, and remove from his Affiliate Wensites, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by Provider and/or provided by or on behalf of Provider to Affiliate pursuant to this Agreement or in connection with LotosPlay Scheme. Affiliate shall also immediately destroy or deliver up to Provider any CDs that are in his possession. Following the termination of this Agreement and Provider’s payment to Affiliate of all commissions due at such time of termination, Provider shall have no obligation to make any further payments of commissions to Affiliate.

 

13. Modification.

 

Provider may modify any of the terms and conditions contained in this Agreement, at any time at his sole discretion.  Affiliate agrees that posting a change of terms notice or a new agreement on LotosPlay information website at www.affiliates.lotosplay.com is considered sufficient provision of notice and such modifications shall be effective as of the date of posting.  Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules and payment procedures.  If any modification is unacceptable to Affiliate, his sole recourse is to terminate this Agreement and his continued participation in LotosPlay scheme following Provider’s posting of a change notice or new agreement on LotosPlay information website will constitute binding acceptance by Affiliate of the change.  Due to the above, Affiliate is advised to frequently visit LotosPlay information website and review the terms and conditions of this Agreement.

 

14. Limitation of Liability.  

 

Provider will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or Affiliate’s participation in LotosPlay scheme, even if Provider has been advised of the possibility of such damages. Further, Provider’s aggregate liability arising with respect to this Agreement will not exceed the total commissions paid or payable to Affiliate under this Agreement.  Notwithstanding the foregoing, nothing in this Agreement shall limit Provider’s liability for death or personal injury resulting from Provider’s negligence.

 

15. Relationship of Parties.  

 

Affiliate and Provider are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

 

16. Disclaimers.  

 

Provider makes no express or implied warranties or representations with respect to LotosPlay scheme (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Provider makes no representation that the operation of the Websites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.

 

17. Representations and Warranties.

 

Affiliate hereby represents and warrants to Provider the following: (i) he has accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations, enforceable against Affiliate in accordance with its terms; (ii) such acceptance and the performance by Affiliate of this Agreement and the consummation by Affiliate of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which Affiliate are subject to; and (iii) Affiliate is an adult of at least 18 years of age. Affiliate further represents that he has evaluated the laws relating to his activities and obligations hereunder and he has independently concluded that he can enter this Agreement and fulfill his obligations hereunder without violating any applicable rule of law.

 

18. Confidentiality.  

 

Provider may disclose to Affiliate certain information as a result of Affiliate’s participation within the LotosPlay scheme, which information we consider to be confidential (herein referred to as "Confidential Information").  Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Affiliate for his own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.

 

19. Indemnification.

 

Affiliate hereby agrees to indemnify, defend and hold harmless Provider, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by Provider (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by Affiliate or any representation or warranty made by Affiliate herein; or (ii) any claim related to Affiliate Websites.

 

20. Entire Agreement.

 

The provisions contained in this Agreement constitute the entire agreement between the Parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.

 

21. Independent Investigation.

 

Affiliate acknowledges that he has read this Agreement, has had an opportunity to consult with his own legal advisors if he so desired, and agreed to all its terms and conditions.  Affiliate has independently evaluated the desirability of participating in LotosPlay scheme and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

 

22. Miscellaneous.

 

This Agreement and any matters relating hereto shall be governed by, and construed in accordance with the law of British Virgin Islands.  Affiliate may not assign this Agreement, by operation of law or otherwise, without our prior written consent.  Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.  Provider’s failure to enforce Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of Provider’s right to subsequently enforce such provision or any other provision of this Agreement.

 

23. Language Discrepancies.  

 

In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.

 

 

Sub-Affiliates Terms & Conditions

 

The following terms and conditions shall govern the agreement between Provider and Affiliate in respect of Sub-Affiliates. The term “Sub-Affiliate” used herein shall be regulated according to the terms and conditions set out above, safe for exceptions stipulated by this section.

 

1. Definition.  

 

A "Sub-Affiliate" shall mean an Affiliate introduced to Provider by Affiliate.

 

2. Introduction.

 

Affiliate may introduce potential Sub-Affiliates to Provider via the "Introduce a Sub-Affiliate" link located on LotosPlay information website.  Potential Sub-Affiliates will be required to submit a completed LotosPlay application.  Provider will evaluate the Sub-Affiliate application and in the event that the application is accepted Affiliate will be notified of Provider’s acceptance of the Sub-Affiliate to LotosPlay scheme introduced by Affiliate via LotosPlay information website.  Provider reserves the right, in his sole discretion, to reject a Sub-Affiliate application.

 

3. Sub -Affiliate Agreement.

 

As a condition of acceptance of a Sub-Affiliate to LotosPlay scheme, each Sub-Affiliate will be required to accept the Affiliate Agreement.

 

4. Sub-Affiliate Commissions.

 

Sub-Affiliates shall receive commissions from Provider in accordance with the commission scheme of their choice.  Affiliate shall be entitled to receive commissions from Provider in relation to commissions received by Sub -Affiliates introduced by this Affiliate (a "Sub-Affiliate Commission").  The Sub-Affiliate Commission received by Affiliate shall be linked to the commission scheme elected by the Sub-Affiliate and shall not be determined by the commission scheme of Affiliate’s choice.  By way of example only, in the event that Affiliate has elected to receive commissions from Provider basing on the progressive payment method, but his Sub-Affiliate has elected to receive commissions from Provider on income amount basis, this Sub-Affiliate Commission shall be calculated on income amount basis.  There are two methods stipulated for cooperation based on Sub-affiliate commission scheme: 4% from the total amount of Net Revenue (casino commission), or 10% from total commission (poker commission) from each Lead.

 

5. Restrictions.

 

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

 

6. Modification.

 

Provider may modify any of the terms and conditions contained herein, at any time and at his sole discretion.