Affiliate Edge Terms and Conditions

Webmaster Referral Agreement

Affiliate Edge (“AFFILIATE EDGE”) is in the business of marketing and promoting its Clients online gaming products (“Client”), which are accessed on the Internet through the use of a personal computer, modem and/or direct Internet access.

The Referral Company or person ("Referral Company") wishes to obtain from AFFILIATE EDGE, and AFFILIATE EDGE agrees to grant the Referral Company, the non-exclusive right and license to advertise, market and promote the Client. AFFILIATE EDGE shall reimburse the Referral Company for these promotional services, in accordance with the following terms and conditions:

1. Grant of Promotion and Distribution License

1.1. AFFILIATE EDGE grants the Referral Company the non-exclusive, non-transferable right and license to advertise, market and promote the Client ("Promotion Rights"), in accordance with the terms and conditions hereof. All other rights and licenses not expressly granted to the Referral Company herein are reserved by AFFILIATE EDGE.

2. Rights and Obligations of Affiliate Edge

2.1. AFFILIATE EDGE shall retain the right to provide the Client in any form AFFILIATE EDGE deems appropriate; and retains the right to change any part of the Client, at any time and in any manner AFFILIATE EDGE deems appropriate, without prior notice to the Referral Company. However, any strategic change of policy towards the Referral Company such as the cancellation of any part of the Client at any time, shall be made with prior written notice to the Referral Company.

2.2. AFFILIATE EDGE shall retain the right to cancel any part of the Client at any time and in any manner AFFILIATE EDGE deems appropriate. However, should AFFILIATE EDGE want to cancel any part of the Client, and /or any Promotional Rights, because of any failure or breach of these Terms and Conditions on behalf of the Referral Company, AFFILIATE EDGE shall give the Referral Company notice of this fact in order to give the Referral Company the possibility to correct the matter and overcome the failure. Cancellation shall be effective seven (7) days after notice of default to the Referral Company if the default has not been cured within such seven-day period.

2.3. Notwithstanding the terms of these Terms and Conditions, AFFILIATE EDGE shall not be held responsible or liable for any loss of income, or loss of the ability to produce income, incurred by the Referral Company; even if such losses should arise from the inability of AFFILIATE EDGE to deliver the Client and services stipulated in these Terms and Conditions for any reason whatsoever, whether AFFILIATE EDGE is at fault or whether a third party is at fault.

2.4. AFFILIATE EDGE shall provide The Referral Company with:

1. a unique tracking Uniform Resource Locator (“Tracker”) via which all Users sent to the Client will be associated.
2. a range of marketing materials including, but not limited to, banners, buttons and images (“Marketing Materials”) that will allow The Referral Company to effectively market the Client.
3. access to reports that will allow The Referral Company to review the statistics of their account (“Reporting Tools”) determined by the results of their campaigns.

3. Obligations of the Referral Company

3.1. The Referral Company once approved, will be entitled to one Referral account. Requests can be made in writing to Affiliate Edge should the Referral Company deem it necessary to have more than one Referral account. This will be dealt on a case by case basis and the decision to grant or deny applications for multiple Referral accounts will be at the sole discretion of Affiliate Edge.

3.2. The Referral Company shall use its best efforts to actively and effectively advertise, market and promote the Client as widely as possible so as to maximize the benefit to the Referral Company and AFFILIATE EDGE.

3.3. The Referral Company shall only engage in advertising, marketing and promotional efforts which do not violate any law, and which reflect positively upon the business reputation of AFFILIATE EDGE. In particular, the Referral Company agrees to market the Client in a manner that is consistent with the content and style of the Client.

3.4. Approval of the manner and methods of advertising, marketing and promotion as referred to in clause 3.2 may be withheld if AFFILIATE EDGE determines, in its sole discretion, that the activities of the Referral Company would tend to impair or reduce the value of the Client’s goodwill and business reputation, or would expose AFFILIATE EDGE and/or the Client to legal liability.

3.5. Notwithstanding the approval by AFFILIATE EDGE given in accordance with section 3.2 of these Terms and Conditions, AFFILIATE EDGE shall under no circumstances be held liable for - and the Referral Company shall indemnify, defend and hold AFFILIATE EDGE harmless against - any and all claims asserted against AFFILIATE EDGE or the Client by reason of the Referral Company's marketing and promotional efforts. The Referral Company shall bear all costs and expenses incurred in connection with the advertising, marketing and promotion of the Client; including without limitation, all costs directly related to marketing.

3.6. If The Referral Company wishes to use the Client for real money wagers they must first inform the AFFILIATE EDGE of their intention to do so.

4. Compensation and Commissions

4.1. As used herein, the Referral Company's percentage ("Referral Percentage") shall be defined as the compensation paid to the Referral Company, based on the percentage of actual Net Revenue received from wagering customers (the "Users"), who utilize the Client after being referred to the Client by the Referral Company Tracker. Our standard affiliate offering is:

Net Revenue	Referral Percentage
Up to - $15,000	25%
$15,001 - $25,000	30%
$25,001 - $150,000	35%
$150,001 +	40%

Based on Users monthly Net Revenue as defined in clause 4.2.

4.2. “Net Revenue” shall be calculated as being:

Net Revenue = (cash) bets, less winnings, less credits (bonus/promotional), less charge backs.

4.3. Net Revenue calculation is solely based on our Reporting Tools.

4.4. AFFILIATE EDGE shall pay the Referral Company the Referral Percentage monthly in arrears each month for services rendered during the preceding calendar month. Payment shall be initiated by the 15th day of the calendar month following the calendar month in which the Referral Percentage accrued by making the funds available to you.

4.5. AFFILIATE EDGE endeavor to pay the funds to you by the method you chose during your registration. However, if this is not possible AFFILIATE EDGE will notify you and offer an alternative solution.

4.6. AFFILIATE EDGE reserves the right to change payment options and payment terms at any time and for any reason.

4.7. AFFILIATE EDGE shall have the right to withhold any and all payments to the Referral Company if the Referral Company is in breach of this these Terms and Conditions.

4.8. If the Referral Company balance at the end of any given calendar month is negative, AFFILIATE EDGE will reset the balance to zero at the beginning of the subsequent month.

4.9. The minimum monthly payment is $200.

5. Terms of Duration and Cancellation

5.1. AFFILIATE EDGE has the right to cancel the Promotion Rights with immediate effect if with the Referral Company is in material breach of these Terms and Conditions. Such breach includes, but is not limited to, situations when the Referral Company engages in advertising, marketing, distribution and promotional efforts that would impair AFFILIATE EDGE goodwill and business reputation, or would, in the opinion of AFFILIATE EDGE, expose AFFILIATE EDGE or the Client to legal liability.

5.2. Upon the cancellation of the Promotion Rights, the Referral Company shall immediately return to AFFILIATE EDGE any and all Marketing Materials, over which AFFILIATE EDGE has a proprietary right, that are in the Referral Company's possession and/or in the possession of the Referral Company's agents and employees. The Referral Company shall also immediately remove any Trackers and Marketing Materials, over which AFFILIATE EDGE has a proprietary right, from the Referral Company's web site and/or the web sites of the Referral Company's agents.

5.3. If the Promotion Rights are cancelled, and the Referral Company is not in default of these Terms and Conditions, the Referral Company shall have the right to continue to receive a Referral Percentage on referred Users who continues to utilize the Client after being referred to the Client by the Referral Company during six full calendar months after the day of the cancellation. However, we reserve the right to withhold your final payment for a reasonable time to ensure that the correct final amount is paid.

5.4. Users that utilize the Client and all information relating to such Users shall remain the property of the Client at all times.

6. Spam

AFFILIATE EDGE will terminate this agreement immediately if the Referral Company are found to have conducted any form of unsolicited communication (spam). AFFILIATE EDGE is liable to incur expenses in dealing with spam generated mail and these expenses may be deducted from your account should we seek recourse. For the purpose of this agreement spam is defined as:

1. email sent without the recipient’s prior consent
2. does not truthfully identify the source or the originating Internet Protocol Address or email; or
3. does not contain an unsubscribe option.

7. Reports

7.1. Payments to the Referral Company under clause 4.2 shall be accompanied by an online report that specifies the calculation of the sum to be paid to the Referral Company.

7.2. AFFILIATE EDGE shall not adjust, tamper with, and/or remove Users (“De-tag”) from the Referral Company Reporting Tool or Tracker unless such action is permitted by these Terms and Conditions.

8. Fraud

8.1. AFFILIATE EDGE strictly prohibits the Referral Company to knowingly refer Users to defraud and/or disrupt the Client.

9. Exclusivity, Non-Competition and Ownership of the Client

9.1. The Referral Company agrees, understands and acknowledges that AFFILIATE EDGE may enter into Agreements of this type with third parties to promote the Client or a similar version thereof.

9.2. The Referral Company has not paid consideration for the use of the trademarks, logos, copyrights, trade names, or designations belonging to AFFILIATE EDGE or the Client, and nothing contained in these Terms and Conditions shall give the Referral Company any right, title or interest in or to any of them.

9.3. The Referral Company acknowledges that AFFILIATE EDGE and the Client own and retain all copyrights and other proprietary rights in all of the foregoing. The Referral Company shall not assert any claim or interest in or to any trademark, trade name, copyright, servicemark or logo belonging or licensed to AFFILIATE EDGE or the Client, or do anything to adversely affect the validity or enforceability or these rights. This includes any act, or assistance to any act, that may infringe, or lead to the infringement of, any software copyright.

9.4. Without limiting the generality of the foregoing terms, the Referral Company shall not itself attempt, or assist any third party in attempting, to register any domain name, trademark, trade name or other proprietary right with any governmental agency (federal, provincial, local or otherwise) or with any other entity or authority, without the express, unequivocal and unambiguous prior written consent of AFFILIATE EDGE or the Client. The Referral Company shall not attach any additional trademarks, logos or trade designations to the Software; and shall ensure that none of the trademarks (or any variations thereof) appear in any portion of the Referral Company's name, or any name under which the Referral Company conducts business. The Referral Company shall not affix a trademark, logo or trade name of the Client to any non-Client product. The Referral Company shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by AFFILIATE EDGE.

10. Confidentiality and Non-disclosure

10.1. The Referral Company and AFFILIATE EDGE each agree that each may have access to, and become acquainted with, Confidential Information of the other. The Referral Company and AFFILIATE EDGE each specifically agree not to misuse, misappropriate or disclose any such Confidential Information, directly or indirectly, to any third party.

11. Representations, Warranties and Indemnity

11.1. The Referral Company warrants, represents and covenants to AFFILIATE EDGE that that it has all necessary rights, licenses, permissions and business permits; and will comply with all applicable laws, rules and regulations in connection with promoting the Client to Users.

11.2. The Referral Company agrees to indemnify and render AFFILIATE EDGE harmless against claims, liabilities, causes of action, damages, judgments, costs and expenses arising out of, or in any way connected with, any breach or alleged breach by the Referral Company of any representation, warranty or agreement contained in this Section 10, or elsewhere in these Terms and Conditions.

12. Disclaimer

12.1. AFFILIATE EDGE make no express or implied warranties or representations with respect to the affiliate programme or affiliate fee payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of AFFILIATE EDGE or the Client web site will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.

13. Modification of this Agreement

13.1. AFFILITE EDGE reserve the right to amend, alter, delete, interlineate or add to any of the terms and conditions contained in this agreement, at any time and at our sole discretion. Such amendments, alterations, deletions or additions may include, for example, changes in the scope of available Compensation and Commissions, payment procedures, and referral programme rules.

14. Governing Law

14.1. This Agreement shall be governed by the laws of the Netherlands Antilles.