GrandPlay Group.com – Offering the highest paying Casino Affiliate Program

GrandPlay Affiliate Program Terms and Conditions

The following is an agreement (this “Agreement") by and between the affiliation program, operating the GrandPlay Group Affiliate Program, and you the affiliate, which contains the terms and conditions that apply to all members of the GrandPlay Affiliate Program.

Carefully read the agreement in entirety. By submitting the application form located at the signup page, you have confirmed to join the GrandPlay Group Affiliate Program and are bound by the terms and conditions set out in this Agreement, and this Agreement will become valid and binding as between you the affiliate and us, the affiliate program.

The following terms shall have the meaning ascribed hereunder:

"Chargeback" is a credit card transaction which is not collectable by the credit card company as a result of customer non-payment, payment default or fraudulent credit card use.

"CPA Payment" is the one-time payment for every qualifying Player payable to you if you choose a CPA payment plan.

"Deposits" are the funds transferred by Players to their player accounts at the relevant Sites.

"Exit Traffic" means the traffic that you bring via an exit window, when Players leave a Site (using your unique Tracker).

"Fraud" means an actual or attempted act by you or any Player which is (i) illegal in any applicable jurisdiction, (ii) made in bad faith, or (iii) intended to defraud us or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us or any of the Sites any damage or harm. Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions; violation of money-laundering or other laws and regulations; Spamming; false, misleading or unauthorized advertising or representations; use of stolen credit cards; and unauthorized use of any intellectual property rights (including third parties’ and any of our or the Sites’ rights).

"Mobile Casino" means casino games and services accessed via a mobile communication platform or service.

"Player" is a person that enters any Site via your unique Tracker(s), has opened a new player account with such Site and is qualified and authorized to access and use the Site in accordance with the terms and conditions of use of such Site and with all applicable laws, regulations and rules.

"Player Rake" in [Poker] means any rake collected from a Player wager.

"Net Revenue in Bingo" means the amount of Bingo bets minus Bingo winnings amount minus bonuses.

"Net Revenue in Casino" means the amount of Casino wagers minus Casino winnings minus Casino bonuses plus adjustments to Casino bonuses.

"Net Revenue in Mobile Casino" means the amount of Mobile Casino bets minus Mobile Casino winnings minus Mobile Casino bonuses plus adjustments to Mobile Casino bonuses.

"Net Revenue in Poker" means the total of all Player Rakes plus Poker tournament entry fees minus Poker bonuses.

"Promotion Mails" means graphical material, marketing material or text regarding specific promotions or events sent by GrandPlay Group or its brands from time to time for distribution by you or to you.

"Revenue Commission" is the percentage of Net Revenue in a Casino, Net Revenue in Mobile Casino, Net Revenue in Poker or Net Revenue in Bingo payable if you choose the Revenue Share payment plan.

"Sites" are the websites promoted by GrandPlay Group or its brands and offered within the GrandPlay Affiliate Program, as they may be from time to time, and all of their related pages.

"Spam" means emails and messages that meet any one or more of the following criteria: (i) unsolicited mailing, usually sent to a large number of addressees; (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating IP Address and / or the originating email address; (iv) does not contain an online and real time Remove option, (v) bundles certain software with other software, or (vi) inserts icons or causes software download or installation or similar action without the consent of the addressee.

"Sub-Affiliates" mean persons or affiliates who join our Affiliate Program through your unique trackers as regular affiliates, and in respect of which we shall pay you certain commissions, as further described in this Agreement.

"Text Links and Banners"are the graphical artwork or text that will be directed to Sites through your Tracker, to permit a Player to hyperlink from your website to any Site.

"Trackers" are the unique tracking URLs that GrandPlay provides exclusively to you for the term of this Agreement, through which we track Players and calculate your Revenue Commission or CPA Payment, as applicable.

"Trademarks" means any logo, trade mark, trade name, design, domain name or similar marking identifying material that are owned or licensed by us or by any Site.

Joining the Affiliate Program

Following receipt of your application form and by this Agreement, GrandPlay Group will consider accepting you as an affiliate in our Affiliate Program. Should we decide, in our sole and absolute discretion to accept you as an affiliate, this agreement will become binding between you and us, and we will grant you the non-exclusive, revocable right to direct potential players to the Sites, pursuant to the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right to direct potential players to the Sites or any other exclusive right in connection with the Sites or with the GrandPlay Group Affiliate Program. Other than the payment of the Revenue Commission or CPA Payment, as applicable, you will not have any rights relating to any Players. We may operate additional affiliate programs in connection with the Sites or any other sites, and you will have no right with respect to such other programs, except for those rights we may expressly grant to you.

Affiliate Duties and Rights

Marketing, Promotion and Link to Sites: With this Agreement and by joining GrandPlay Group Affiliate Program, you agree to promote, market, advertise and refer potential Players to the Sites, by creating and maintaining a unique link or banner from your site to the Sites and by disseminating Promotion Mails received from us. This link may be made with one or more of our identifying Text Links and Banners. You will be solely liable for the content and manner of your marketing and promotion activities. All such activities must be conducted at all times in a professional and lawful manner and pursuant to the terms and conditions of the affiliate Agreement. Following receipt of written permission, you may link directly to the Sites downloadable .exe file, and in this case we may ask you to abide by additional relevant requirements.

Unauthorized Marketing and/or Other Activities Are Not Allowed: The only methods by which you may advertise, market and promote the Sites are the establishment and maintenance of the unique link from your site to the Sites using banners or Text Links, and the distribution of Promotion Mails, unless we give you prior written authorization for any other activity.

Permitted Layouts: You will use only our approved Text Links and Banners and Promotion Mails or materials and will not alter their appearance, design or content, unless we have given you our prior written authorization and consent. If you request, we may provide you with a code that will allows you to post in your sites rotating banners from our marketing creatives. You acknowledge and accept that the appearance and contents of our Text Links and Banners or Promotion Mails constitute the only authorized and permitted illustration or representation of the Sites.

Legality of Use: You accept sole responsibility in determining if your participation in GrandPlay Group Affiliate Program is legal under any laws that apply to you. You understand that we will not provide you with any legal recommendation or assurance regarding such legality. Please consult with legal counsel in the applicable jurisdiction if you have any doubts whether the legality of your participation in our Affiliate Program or the receipt of any payments from us, under any applicable laws.

No Fraud: There is zero tolerance for inappropriate behavioral conduct and Fraudulent activity. GrandPlay Group forbids the engagement in, allow, assist, promote, encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud. You will act at all times to refrain from, immediately stop and not allow any act or traffic that involves Fraud or that you believe or should reasonably believe to potentially involve Fraud, or any act or traffic that we inform you is suspected by us, in our discretion, to involve or potentially involve Fraud.

Limitation of Age: Participation is only allowed in our Affiliate Program if you are of the legal age determined by any applicable laws in your jurisdiction. If in any event and under any circumstances, you cannot participate in our Affiliate Program and if you are under 18 years of age. GrangPlay Group reserve the right to request proof of age from you, failure to provide such verification will result in account suspension until satisfactory proof of age is provided to us.

Excluded Territories: The affiliate will not promote or market any Site within or to persons from any Excluded Territories; or be involved in any traffic coming from any Excluded Territories; or allow, assist or encourage circumvention of any restriction put in place by us and/or any Site in connection with Excluded Territories. “Excluded Territories" include the territories listed below, which may be changed by GrandPlay Group from time to time.

IT IS YOUR DUTY TO CONSULT AND CHECK REGULARLY THIS AGREEMENT REGARDING ANY CHANGES TO THIS LIST. THE EXCLUDED TERRITORIES ARE AS FOLLOWS: AFGHANISTAN, ANTIGUA AND BARBUDA, BULGARIA, CHINA, CUBA, CYPRUS, ESTONIA, HONG KONG, IRAN, IRAQ, ISRAEL, KAHNAWAKE, LIBYA, MACAU, NETHERLANDS ANTILLES, SUDAN, SYRIA, THE PHILIPPINES, TURKEY, USA AND ITS TERRITORIES.

Responsibility for Your Site: You will be solely responsible for the operation and content of your site, ensuring that the materials and content that are posted on your site are not libelous, obscene, sexually explicit, violent or otherwise illegal in any way, or, if notified by us in our explicit discretion, otherwise unsuitable. You are and will be solely responsible that all the content and materials of your site are original or otherwise permitted to be used and published by the owner thereof. You will not make any claims, representations or warranties in connection with GrandPlay Group or any of the Sites, and you are not authorized to make any commitment or assume liability or obligation on our behalf or on behalf of any of the Sites represented by GrandPlay Group.

No Rake-back or Other Incentives to Players: You may not at any time make rake-back payments or other form of financial incentive or payment to your Players. You will also not advertise or be engaged with any site that offers rake-backs. GrandPlay Group reserves the right to withhold any amounts due to you if we are in suspicion or believe you were involved in any form of rake-back activity.

Additional Restrictions: In addition and without derogating from any of the items mentioned in this agreement, it is forbidden by you at any time by yourself, nor will you allow, assist or encourage any others to, take part in any of the following: (i) Take part or cause Spamming; (ii) Make or take part in any act that disparages us or any of the Sites or that otherwise is or can be damaging or is reasonably expected to be damaging to our goodwill or to the goodwill of any Site affiliated with GrandPlay Group; (iii) In any way alter, affect or impede or obstruct with the operation or accessibility of the Sites or any page thereof; (iv) Take part in any act which causes your site or any other site to copy or resemble the look and feel of any of the Sites or attempt to pass as any of the Sites or create the impression that any such sites are the Sites or otherwise confuse potential Players in connection therewith; and (v) Communicate, engage or become involved with any of the Sites, in any way, without our prior written consent from GrandPlay Group.

Our Duties and Rights

Registering and Tracking Players: GrandPlay Group will register Players referred by you and track their play, we will calculate amounts payable to you in accordance with your chosen applicable payment plan. GrandPlay Group reserves the right to require the Sites to refuse new Players or to close the accounts of existing Players if necessary in our sole discretion in order to comply with any requirements we may periodically establish, including without limitation with regard to Fraud, unlawful activity, breach of the respective Site’s terms and conditions of use, or otherwise.

Payments: GrandPlay Group will make payment to you in accordance with the appropriate payment plan, as set forth in detail below.

Recording Calls: All telephone conversations between you and any of our staff may be recorded, and you hereby consent to such recording. Any recordings will be treated in the strictest confidence and may be used by us in events of misunderstanding or dispute.

Reports: GrandPlay Group will give you access to remote online reports regarding your Player activity and the Commission generated (if applicable). The form, content and frequency of the reports will be subject to change in our discretion. GrandPlay Group will not be held liable for the completeness or accuracy of any reports.

Commitment for Confidentiality: GrandPlay Group is committed at all time for secrecy and confidentiality of your identity and information. However, We shall be entitled to inform relevant authorities, online casino operators, other online service providers and banks, credit card companies, electronic payment providers or other financial institutions of your identity and of any suspected unlawful, fraudulent or improper activity, and you will cooperate fully with us to investigate any such activity.

Proprietary Rights

License to Use Trademarks: GrandPlay Group hereby grants you a non-exclusive, revocable, non-transferable sublicense, for the term of this Agreement, to use any Trademarks solely for the display of the Text Links and Banners on your websites. The stated sublicense cannot be (re)sublicensed, assigned or otherwise transferred by you, unless authorized in writing by GrandPlay Group. Your right to use the Trademarks is limited to and arises only out of the sublicense herein granted. GrandPlay Group retains the right to terminate this sublicense at any time with or without written notification to you. The sublicense will be terminated automatically upon the termination or cancellation of this Agreement for any reason. You shall not assert the invalidity or unenforceability, or otherwise contest the ownership of the Trademarks, in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or any of the Sites’ rights (as an owner or licensee) in or to the Trademarks, or the right of any owner thereof, or render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You shall not register or attempt to register any logo, trade mark, trade name, design, domain name or similar identifying material that contain, are confusingly similar to or are comprised of any Trademarks.

Only Commercial Use is Allowed:he advertising and marketing opportunity offered in our Affiliate Program is for commercial use only, and you, your family members, friends or associates may not make Deposits, directly or indirectly, through any of your Trackers for your or their own personal use or to increase the amounts payable to you under this Agreement by any act which involves Fraud. If you wish to make test transactions to evaluate or test the system, including Deposits, please contact beforehand so we can refund the charges once you have completed your testing and evaluation. Transactions made in violation of this provision will be deemed as Fraud traffic and GrandPlay Group will deduct applicable Deposits or traffic from the amounts payable to you hereunder.

Data Relating to Players: It is clarified and made fourth that any and all data relating to the Players shall be and remain the exclusive property of GrandPlay Group.

Affiliate Identity

Verification of Identity: It is the policy of GrandPlay Group to prohibit and actively prevent money laundering and any activity that facilitates money laundering including the funding of terrorist or criminal activities. We will verify your identity through the information provided by you and by obtaining information from public sources and data should we feel warrant. GrandPlay Group will do our best efforts to convincingly ensure that we know the actual identity of any of our affiliates in our program.

Supporting Documentation: You, the affiliate agree to provide GrandPlay Group with any supporting documents if requested by us. You are aware that we hold the right to delay payments if supporting documents are not provided. Supporting documents may include any or all of the following for individuals: a valid passport copy; valid driver’s license copy; a copy of your utility bill; a letter of reference from your bank; or a copy of a bank statement. For a company, supporting documentation may include a copy of the company’s certification of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; and information regarding the identity of the beneficiary owner of the company and the identity of the directors of the company.

Payments and Fees

Alternative Payment Plans: The payment due and payable to you at the end of each calendar month will be calculated according to the payment plan you choose. Under the Revenue Share payment plan, GrandPlay Group pays you the Revenue Commission as set forth below. Under the CPA payment plan, GrandPlay Group will receive a one-time payment for every new Player directed by you to any Site who pays the requisite minimum deposit, as set forth below.

Revenue Share Payment Plan: Under the Revenue Share payment plan, GrandPlay Group will pay you a commission at the rate that will be agreed by us on your Net Revenue in Casino, Net Revenue in Mobile Casino, Net Revenue in Poker or Net Revenue in Bingo, as applicable.

CPA Payment Plan: Below is the consideration that applies to the CPA (Cost Per Acquisition) payment plans, in accordance with the number of new qualifying Players that you directed to the Sites each month:

Casino:

• 1 to 10 qualifying players $75 per player
• 11 to 30 qualifying players $100 per player
• 31 to 40 qualifying players $125 per player
• 41 to 50 qualifying players $150 per player
• 51 to 60 qualifying players $175 per player
• 61 to 70 qualifying players $200 per player
• 71 to 90 qualifying players $225 per player
• 91 qualifying players and above $250 per player

A “qualifying player" for Casino related to a new player directed by you who makes a minimum initial deposit of $50.

Poker:

• 1 to 10 qualifying players $70 per player
• 11 to 30 qualifying players $80 per player
• 31 to 40 qualifying players $100 per player
• 41 to 50 qualifying players $110 per player
• 51 qualifying players and above $115 per player

A “qualifying player" for Poker means a new player directed by you who makes a minimum initial deposit of $20.

Bingo:

• 1 to 10 qualifying players $50 per player
• 11 to 20 qualifying players $75 per player
• 21 to 30 qualifying players $90 per player
• 31 to 40 qualifying players $110 per player
• 41 to 50 qualifying players $130 per player
• 51 qualifying players and above $150 per player

A “qualifying player" for Bingo means a new player directed by you who makes a minimum initial deposit of $20.

Mobile:

• 1 to 50 players $25 per player
• 51 to 100 players $50 per player
• 101 to 200 players $75 per player
• More than 201 players - as agreed on a case to case basis

A “qualifying player" for Mobile means a new player directed by you who makes a minimum initial deposit of $50.

The following information is in regards to the CPA payment plan: (i) In any event of a Chargeback or issuance of credit to a qualifying Player, such a Player will not be accounted for the purpose of the CPA plan, and any CPA Payment plan made to you in respect of such Player shall be deducted from future payments to you; and (ii) A CPA Payment will be made payable to you in relation to a qualifying Player only upon the first registration of such Player in one of the Sites and the depositing of the minimum required amount specified in the CPA tables above. Any subsequent activities of such Player in that Site or in other Sites, including playing different games in that Site or in other Sites or on different platforms (for example, playing Poker after Casino games), will not entail any payment to you. A CPA Payment will be paid to you only once for each qualifying Player, regardless of the number of Sites and/or number or type of games played by that Player.

Final and Binding Data and Calculations: All calculations in connection with the amount payable to you the affiliate, whether under the Revenue Share plan or the CPA payment plan, will be made by us and based solely on our systems’ data and records, and our calculations will be final and binding.

Change of Payment Plan: GrandPlay Group reserves the right to change your chosen payment plan upon notice to you. Such changes will take effect only from the date of such notice.

Business by Other Persons: You shall have no claims to Revenue Commission or CPA Payment or other compensation on business secured by or through persons or entities other than yourself.

Your Losses as a Player: If you happened to be a player in one of the Sites, we reserve the right exclude your losses or rakes as a player in the Revenue Commission due to you.

Exit Traffic: Exit Traffic will be considered for the purpose of calculating your Revenue Commission (if applicable). If you do not wish to use an exit window, please send your request via email to either your designated affiliate account manager or to to have the exit removed.

Payment Procedure: Every month GrandPlay Group will send you a statement of account showing if any balance due to you, and if we do not receive any comments as to the correctness of the statement within two weeks, the statement of account will be deemed to have been accepted and agreed by you. We will pay you on a monthly basis, provided the amount payable to you is not less than $250. If this minimum amount is not reached in a particular month, we will be entitled to withhold payment and carry the amount due to you to the next calendar month and so on, until the minimum amount is reached. All payments will be due and paid in Euro or in any other currency in our discretion. We will transfer funds only to the designated account appearing in your application form. Third party wire transfer is prohibited by us.

Taxes and Other Charges: You are fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to you under this Agreement, including without limitation processing fees. You will indemnify and reimburse us for any costs, expenses or losses that may be caused to us as a result of any claim or demand made by any governmental or other authority, with regard to tax withholding obligations or similar obligations to which we may be subject in connection with making payments to you. We will be entitled to withhold or set-off any such amounts from the payments made to you.

Right to Withhold Amounts: We reserve the right to withhold all amounts due and payable to you under this Agreement if we believe that any Fraud has taken place or is contemplated which involves you, whether or not the withheld amounts relate to the event in question. If we believe that a Fraud has taken place or is contemplated by any Player without your knowledge, we will be entitled to withhold any amounts due to you in connection with such Fraud. We will also be entitled, in the foregoing events, to set-off from future amounts payable to you any amounts already received by you which can be shown to have been generated by Fraud. We will also have the right to withhold any amounts payable to you in the event that you pay any of your Players any rake-back or other payment or financial incentive. We do not support nor give hand to any kind of content stealing or copying (site scraping), and we reserve the right to close your account with us if you will be proven to use such methods, and/or to transfer the amounts payable to you to the original content creator. We reserve the right to delay or withhold payments if any supporting documents are not provided to us upon request. If we determine, in our sole discretion, that you have engaged in any activity forbidden in this Agreement, including without limitation activity that involves Excluded Territories, or that you have otherwise breached any of your representations, warranties or undertakings in this Agreement, we may (without limiting any other rights or remedies available to us) withhold any amounts due and payable to you hereunder, whether or not generated by such forbidden activity or breach.

Chargebacks and Credits: All Chargeback and credit amounts will be deducted from your payment or the reserved funds. Chargeback and credit fees will be paid to the credit card companies and will be administered by us. If a Chargeback or any form of credit to the Player occurs during the fee payment-processing period (usually 12 business days), we reserve the right to deduct such amounts and the associated fees from the amounts due to you under the Revenue Share plan. Any Chargeback or credit to a Player in respect of which you have chosen the CPA payment plan will disqualify such Player and you will not be entitled to any payment with respect to such Player.

Sub-Affiliates

Any person who was introduced to us by you and joins the GrandPlay Group Affiliate Program as an affiliate thereof, by submitting to us the standard application form through the Sub-Affiliate link on the GrandPlay Group Affiliate Program site, will only be considered, subject to our approval, to function as your Sub-Affiliate and tracked or counted as such. All Sub-Affiliate are treated as a regular affiliate at GrandPlay Group Affiliate Program and will be restricted to the terms and conditions of this Agreement, you will be liable to us, jointly and severally with any Sub-Affiliate, for the performance and responsibility of such Sub-Affiliate’s obligations under this Agreement.

To reward and compensate you for your Sub-Affiliates and to incentivize you to obtain additional Sub-Affiliates, in addition to paying your Sub-Affiliate the commissions set forth in this Agreement, GrandPlay Group will also pay you an additional commission in respect of the payments made to the Sub-Affiliate, if and when approved by us as such, as set forth in the table listed below.

You are not entitled to refer to us as your Sub-Affiliates any persons or entities that were registered as our affiliates in the past, and any such persons or entities will not be considered your Sub-Affiliates under this Agreement.

Levels in Relation to You

• 1st Tier - 2.0% Affiliate Commission
• 2nd Tier - 1.5% Affiliate Commission
• 3rd Tier - 1.0% Affiliate Commission
• 4th Tier - 0.08% Affiliate Commission
• 5th Tier - 0.03% Affiliate Commission
• 6th Tier - 0.01% Affiliate Commission
• 7th Tier - 0.01% Affiliate Commission
• 8th Tier - 0.01% Affiliate Commission
• 9th Tier - 0.01% Affiliate Commission
• 10th Tier - 0.01% Affiliate Commission

* All of your Sub-Affiliates (1st tier in relation to you) are our affiliates and, as such, will be entitled to payments according to one of the payment plans described in the above agreement. Being our affiliates who are party to this Agreement, they will also be given the opportunity to refer to us their own Sub-Affiliates, each of whom will automatically also be considered as your indirect Sub-Affiliate (2nd tier in relation to you). The commission table shown above depicts the percentage you will be entitled to attain from us of the payments made by us to the relevant Sub-Affiliate. For example, if a player uses any of the Sites through a 2nd Tier Sub-Affiliate of yours (i.e. the player enters the Site through the unique link given by us to such Sub-Affiliate as an affiliate of ours), we will pay you, in addition to the payments made by us to that Sub-Affiliate in accordance with the applicable payment plan, a commission of 1.5% of all such payments.

Term and Termination

Term and Termination: The term of this Agreement will commence upon the submission of your affiliate application. The form is located here and will carry on until either party notifies the other party that it wishes to terminate the Agreement, with or without a cause, in which case this Agreement will be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON OR FOR NO REASON, BY EITHER PARTY.

For purposes of notification of termination, sending a notice via email is considered a written and immediate form of notification.

Without derogating from the termination at will provision above, we will immediately terminate this Agreement if we determine, in our sole discretion, that you or any of your Players are engaged in Fraud, or that you have paid any of your Players rake-backs or other payments or financial incentives, that we have doubt in respect of your true identity, any of your activities pose any risk to the integrity of the Affiliate Program or if your site is aimed at minors (below the age of 18 or a higher age as determined in any applicable jurisdiction); involves Excluded Territories; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; violates intellectual property rights (of ours, any Sites’ or any third party’s); includes content which is libelous, obscene, sexually explicit or violent; promotes any unlawful activities; or is unsuitable or inappropriate in our discretion.

If there is no activity in your account for forty five days, we will deem this Agreement to have been terminated by you without notice.

Results of Termination: Immediately following the termination of this Agreement for any reason, you must remove all of our Text Links and Banners from your site, as well as any other marks, names, symbols, logos, designs or any other material, graphics and content owned, developed, licensed or created by GrandPlay Group and/or provided to you by us in connection with this Agreement. You are also obligated to disable any links from your site to any Site, and stop any activity relating to Promotion Mails. All rights and licenses given to you in this Agreement shall immediately terminate.

If for any reason you have failed to fulfill your obligations and responsibilities as set fourth in this Agreement, we will not pay you the Revenue Commission otherwise owed to you on termination or thereafter, if applicable.

We may also withhold your final pending payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from you to us. GrandPlay Group will be entitled to deduct from any payments due to you and payable to you, any such debts and liabilities due to us, if any exist.

Any continued access and use by Players of any of the Sites following the termination of this Agreement, if any, shall not constitute continuation or renewal of this Agreement or a waiver of its termination.

Affiliate Representations and Warranties

Without derogating from, and in addition to, any of your other representations, warranties, covenants and obligations contained in this Agreement, you hereby represent and warrant to us the following: (1) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; (2) you are not under the age of either (i) 18, or (ii) the age at which gambling activities are legal under the law of the jurisdiction that applies to you, whichever is greater; (3) you are not a resident of any of the Excluded Territories; (4) you are not involved or intend to be involved in or are aware of any act or traffic that involves your site and that constitutes or can be reasonably expected to constitute Fraud or illegal activity, including but not limited to money laundering, under any applicable law, rule or regulation; and (5) by participating in our Affiliate Program, you acknowledge that you do not find our services to be offensive, objectionable or unfair in any way.

No Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE GRANDPLAY GROUP AFFILIATE PROGRAM OR TO ANY ARRANGEMENTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH REGARD TO THEIR FUNCTIONALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

No Liability for Promoted Sites

We are not liable in any way, nor do we assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, contents or any other aspect related thereto.

Indemnity

You will defend, indemnify, and hold us and our affiliates, and our and their directors, officers, employees, account managers, representatives and agents, harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement contained in this Agreement; (b) the performance of your duties and obligations under this Agreement; and (c) any claim or demand relating to the development, operation, maintenance, or contents of your site.

Limitation of Liability

ANY LIABILITY TO YOU ARISING FROM THIS AGREEMENT AND THE GRANDPLAY GROUP AFFILIATE PROGRAM IS LIMITED TO DIRECT DAMAGES ONLY. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

IF IN ANY EVENT AND UNDER ANY CIRCUMSTANCES, OUR AGGREGATE AND TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE GRANDPLAY GROUP AFFILIATE PROGRAM WILL NOT EXCEED THE LESSER OF EITHER: (1) THE AMOUNT OF $80,000 (EIGHTY THOUSAND U.S. DOLLARS);OR (2) THE TOTAL PAYMENTS MADE TO YOU UNDER THIS AGREEMENT OVER THE 8 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.

The Parties Relationship

GrandPlay Group and you are herby independent contractors, and nothing in this Agreement will generate any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. .

You will have no authority nor given any to make or accept any offers, representations or obligations on the behalf of GrandPlay Group. You will not be allowed to make any statement, whether on your site or otherwise, that could be fairly construed to contradict the foregoing.

Confidentiality

During your participation in our Affiliate Program, GrandPlay Group may disclose to you or you might obtain certain information or data which is either marked or in its nature is confidential and proprietary to us (herein referred to as “Confidential Information"). You are obligated to keep all such Confidential Information in strict confidence and not make use of any part of it, indirectly or directly, for any reason or purpose other than for the use of this Agreement. Confidential Information shall not include any information that is generally known or available to the public, or information that is required to be disclosed by applicable law or any legal agency having jurisdiction over you (in which case you will give us prompt notice of such requirement).

Acknowledgement and Independent Evaluation

YOU ACKNOWLEDGE THAT:

(1)YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS; (2)YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY IN PARTICIPATING OF THE GRANDPLAY GROUP AFFILIATE PROGRAM AND THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
YOU UNDERSTAND THAT WE MAY AT ANY TIME (INDIRECTLY OR DIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT, OR OPERATE OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE.

Amendments to Agreement

Amendments:We may amend any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting the amended agreement on this “Terms and Conditions" page on our site. Any changes will take effect from the date specified at the head of the Agreement and you are solely responsible for learning of any such amended versions and changes. It is important, therefore, that you log in from time to time to this page on our site and check to see whether there is any amended version. Amendments may include, for example, changes in the commission amounts payable under this Agreement, payment procedures, restrictions on operation and any other GrandPlay Group Affiliate Program rules. None of our employees, account managers, officers or agents may orally amend, modify or waive any provision of this Agreement.

IF ANY AMENDMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE GRANDPLAY GROUP PARTNERS AFFILIATE PROGRAM FOLLOWING OUR POSTING OF ANY AMENDED AGREEMENT ON OUR SITE WILL CONSTITUTE A BINDING ACCEPTANCE OF THE AMENDED AGREEMENT, WHETHER OR NOT YOU HAVE ACTUALLY LEARNED OF OR READ THE RELEVANT CHANGES.

Miscellaneous

Governing Law: The creation, validity and performance of this Agreement will be governed by English law.

No Waiver:Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Jurisdiction: The competent court in London will have exclusive jurisdiction in any matter arising from or related to this Agreement. However, this will not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief. The English language version of this Agreement will prevail over any other language version issued by us.

No Assignment: You may not assign or transfer this Agreement or any part thereof without our prior written consent.

Remedies and Injunctive Relief: Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of our rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. You acknowledge, confirm and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach by you of any provision of this Agreement, our rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, contract or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

Severability: Whenever and wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof.