GameAccount Global Ltd Terms and Conditions

BACKGROUND

A. GameAccount Global Ltd operates website(s) located at: www.MoneyGaming.com , www.CasinoRip.com and www.GameAccount.com (“the URL”) which features on-line casino games and games of skill which can be played by anyone for free or those aged 18years or over for real money prizes (“the Activity”) following registration, acceptance of GameAccount terms & conditions and deposit within an online account operated by GameAccount.

B. GameAccount Global Ltd operates an affiliate marketing program, MoneyGaming Affiliates and is available to 3rd parties seeking to promote the Activity accessible via the URL in consideration for the bounty payments for each unique real money player as specifically detailed below.

C. GameAccount Global Ltd has agreed to provide integrated links and digital creative material associated with the Activity to the Affiliate and the Affiliate has agreed to promote the Activity using said promotional material on the terms set forth in this Agreement.

1. DEFINITIONS

“GameAccount” shall be the term used to represent all brands, URLs and affiliate program(s) run by the company GameAccount Global Ltd;
“Affiliate Code of Conduct”, the code of conduct provided in electronic format to the Affiliate from time to time during the term of this Agreement;
“Affiliate Manager”, shall be a member of GameAccount Global Ltd affiliate team as appointed by management;
"GameAccount Brand Features" all trademarks, service marks, logos and other distinctive brand features of GameAccount and its websites that are used in connection with the Activity or URL, including (without limitation) the trademarks, service marks and logos;
“Reporting URL”, shall by the following URL  http://affiliates.moneygaming.com or such other URL as is notified to you from time to time by the Affiliate Manager;
“Written Notice”, shall be deemed sufficient if transmitted by electronic mail (email) as well as postal letter, facsimile or other similar form of notification;
A "Lead" shall mean an Internet user who accesses the URL directly through an Affiliate Link, opens a new user account and makes the required minimum deposit in such account.
A "Real Money Player" is a Lead who has achieved the following criteria: FOR Revenue Share commission segments - makes a minimum deposit and generates revenue. FOR CPA commissions – makes the minimum deposit and wagers the minimum amount as agreed with the Affiliate.
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 you or a third party of bonus abuse on the part of the Real Money Players, (ii) a chargeback executed by a Real Money Player in relation to their initial deposit, (iii) collusion on the part of the Real 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 you or any third party of any unauthorized incentives (financial or otherwise) to potential Real Money Players and (vi) any other act by you or by a Real Money Player which is reasonably understood to have been committed in bad faith against GameAccount regardless of whether or not such action has resulted in any type of harm or damage to GameAccount.

2. DURATION & TERMINATION

2.1 Subject to clause 2.2. this agreement shall commence on the 01-May-2011 (“the Commencement Date”) and continue in force until terminated by either party upon 30 days Written Notice;
2.2 Any breach of the following Affiliate Code of Conduct shall entitle GameAccount to terminate immediately upon Written Notice to the Affiliate; and
2.3 In the event of termination by GameAccount the Affiliate shall immediately upon receipt of Written Notice cease all promotional activities relating to the Activity and the URL.

3. ONLINE REPORTING

3.1 GameAccount shall provide no later than 14 days following the commencement of the term of this Agreement an online reporting system accessible online at the Reporting URL and updated every 24hours during the term of this agreement.
3.2 The reporting system provided to the Affiliate shall enable the Affiliate to define the time period by hour & date in order to generate an online report detailing the following information for the time period requested:
3.2.1 the number of new first-time sessions to the URL associated with the HTML tracking links provided to the Affiliate by the Affiliate Manager;
3.2.2 the number of free-player registrations; and
3.2.3 the number of depositing real money players.

4. TRACKING LINKS & CREATIVE MATERIAL

4.1 During the term of this agreement the Affiliate Manager will provide HTML tracking links to the Affiliate on request together; and
4.2 the Affiliate Manager shall provide to the Affiliate a selection of creative banners and suggested text links together with all additional information in support of the Affiliate’s promotional activities as mutually agreed from time to time.

5. PROMOTIONAL ACTIVITES

5.1 During the term of this Agreement the Affiliate shall use all reasonable endeavours to promote the Activity and the URL using the tracking links and creative material provided by the Affiliate Manager;
5.2 the Affiliate may request additional assistance from the Affiliate Manager for specific promotional activities such additional assistance to be mutually agreed from time to time; and


6. SEARCH POLICY

Affiliates shall not bid on any search terms that include the word “GameAccount”, “MoneyGaming” “Casinorip” or certain variations thereof for use in search engines, such as Overture, Yahoo, Google, and MSN in the United Kingdom. Specifically, this policy prohibits affiliates from bidding on GameAccount Global Limited or any of its trademarks, and any keyword string or variations of GameAccount’s trademarks (collectively “GameAccount,   MoneyGaming and Casinorip Marks”) that include this term, for the use in search engines . For clarity, GameAccount Global Limited Marks are defined to include, but not limited to:
• GameAccount Global Limited trademarks, “GameAccount”, “MoneyGaming”, “Casinorip”, and any keyword string that includes this term. For example, “GameAccount Affiliate Program”, “MoneyGaming Affiliate Program”, “Casinorip Affiliate Program”, “GameAccount Affiliate”, “MoneyGaming Affiliate”, “Casinorip Affiliate”, etc.; and
• Variations of GameAccount Global Limited or any of its trademarks: for example “GameAccount.com”, “MoneyGaming.com”, “Casinorip.com”, “www.GameAccount.com” , “www.MoneyGaming.com” , “www.Casinorip.com ” , “GameAccount”, “MoneyGaming”,  “Casinorip”, etc.

Domain Name.
Affiliates shall not use or market variations of the GameAccount, MoneyGaming or Casinorip domain names or display URLs (i.e. www.GameAccount.com, www.MoneyGaming.com, www.Casinorip.com). Specially, this policy prohibits affiliates from using variations of GameAccount, MoneyGaming or Casinorip’s domain name or display URL without previous consent, (i.e.  www.MoneyGaming-affiliate.com).

Creative.
We shall review and terminate affiliates’ partnerships where an affiliate bids on GameAccount Global Limited Marks. The affiliate is required to have written approval from GameAccount Global Limited in order to use Limited Marks. More specifically, affiliates agree to the following requirements:
• Affiliates may engage in paid search to promote GameAccount/Casinorip brand only when using non-branded keywords such as casino, blackjack, head-to-head games, tournaments, etc. In such case, they must link to their site or an intermediary page. Traffic may not be automatically redirected from any such page to the GameAccount, MoneyGaming or Casinorip site.

• Affiliate may not bid on “GameAccount”, “MoneyGaming” or “Casinorip” branded keywords, including but not limited to words such as “GameAccount”, “MoneyGaming”,  “Casinorip” or GameAccount.com”, “MoneyGaming.com” , “Casinorip.com” or “GameAccount Global Limited .” This restriction extends to misspellings or variations of “GameAccount”, “MoneyGaming” and “Casinorip” and to phrases that include “GameAccount”, “MoneyGaming” or “Casinorip,” such as “ MoneyGaming voucher,” etc…

• Affiliates agree not to employ any domain that amounts to a misspelling of any registered or unregistered GameAccount Global Limited trademarks redirecting web traffic to the Affiliate’s link without first notifying and getting approval from GameAccount of the use of such domains and registration information pertaining to such domains as GameAccount.com, MoneyGaming.com or Casinorip.com shall specify, prior to commencing the use and following termination of the use of the domain.

• Affiliates may not use terms implying the Affiliate represents GameAccount Global Ltd, such as “official site,” in ad copy that is displayed on search engines.

• Affiliates may not use GameAccount Global Limited trademarks, trade names or service marks in Meta tags, in hidden text or source code, in their domain name or any other part of its Universal Record locator (URL).

7. COMMISSIONS & PAYMENTS

7.1 Subject to clause 6 during the term of this agreement the Affiliate shall receive the bounty payments as indicated per brand on  http://www.moneygamingaffiliates.com for each unique real money player attracted to the URL and engaged in the Activity during each calendar month:
7.2 Unless otherwise stated all sums due under this Agreement are exclusive of Value Added Tax (“VAT”), and any other applicable sales taxes which may from time to time be introduced, which shall be charged in accordance with the relevant regulations in force at the time of making the taxable supply;
7.3 The Affiliate will be responsible for providing an invoice for payment to the Affiliate Manager at the end of each calendar month for commissions earned. Such invoice shall separately detail all sums due to the Affiliate for the previous calendar month under this Agreement (“the Monthly Statement”) based on the bounty payments specified in clause 5.1 above;
7.4 Affiliate is urged to provide accurate details in regard to the manner and information relating to the Affiliate’s preferred method of receiving commissions and GameAccount shall not be held liable for Affiliate’s delayed receipt of commissions due to Affiliate provision of inaccurate details. NOTE: Please be aware that international payments via electronic transfer incur a charge of £15 GBP for MoneyGaming (GameAccount Global Ltd) wether or not the payment is successfull. Also, if affiliates provide incorrect payment details resulting in bounced payments, any chargeback fees and the standard processing fee applied by the affiliates bank shall be deducted from the commission due to the affiliate before any subsequent payments to the affiliate are made.
7.5 GameAccount shall pay or transfer the outstanding bounty payments no later than 14 calendar days after the receipt of the Affiliate’s invoice in accordance with this Agreement to the Affiliate’s nominated bank account by direct bank transfer or, if requested of and agreed by the Affiliate Manager, by other forms of transfer or payment method.
The Affiliate shall provide all requisite banking or other such information upon the month end Invoice or at the reasonable request of the Affiliate Manager in order to process or otherwise effect payment. Payments will only be made if the amount due is over the minimum payment threshold for the payment method selected by The Affiliate ($50 for a MoneyBookers Payment and $350 for electronic transfer). If the amount is less than the specified payment threshold, the commission will be accrued and carried forward to the following month for payment.
7.6 For the avoidance of doubt all the bounty payments will be calculated in USD at the prevailing relevant exchange rate at the time GameAccount makes the payment or transfer in accord with clause 6.4.
7.7 In the event that GameAccount deems that fraud has occurred, either by the Affiliate or on the part of a Real Money Player, you shall not be entitled to receive any commissions which have accrued to your benefit at such time in relation to same whether such commissions were generated through Fraud or otherwise. GameAccount retains the right to set-off from future commissions payable to you any amounts already received by you which can be shown to have been generated by Fraud.
7.8 Neither you nor your relatives are eligible to become Real Money Players and should you or they do so you will not be eligible to receive the relevant commission. For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
8. OWNERSHIP: BRAND FEATURES; and CONTENT

The Affiliate acknowledges and agrees that GameAccount owns all right, title and interest in the URL and associated GameAccount Brand Features; the software facilitating the Activity; and any digital creative materials provided to the Affiliate in connection with the Affiliate’s promotional activities. Nothing in this Agreement shall confer in the Affiliate any right of ownership in any such content provided in support of the Affiliate’s promotional activities. GameAccount may terminate this Agreement with immediate effect if the Affiliate shall now or in the future contest the validity of the GameAccount Brand Features.

9. CONFIDENTIALITY
9.1 Both parties agree with each other to keep all information that they obtain about the other concerning the business, finances, technology and affairs of the other, and in particular but not limited to the Content and the Service and regardless of its nature ("Confidential Information"), strictly confidential.
9.2 The provisions of this Clause 8 shall cease to apply to:
9.2.1 information that has come into the public domain other than by breach of this Clause or any other duty of confidence; and/or
9.2.2 information that is obtained from a third party without breach of this Clause or any other duty of confidence; and/or
9.2.3 information disclosed to the professional advisers of either party, provided that such advisers are under an obligation of confidentiality no less onerous than that contained in this Clause 8; and/or
9.2.4 information that is known by either party, in connection with the other party, and which has been disclosed to either party by a third party; and/or
9.2.5 information that is trivial or obvious; and/or
9.2.6 information that is required to be disclosed by a government body or court of competent jurisdiction or by operation of law or in order to comply with the rules of a recognized stock exchange.

10. RIGHTS OF THIRD PARTIES
Notwithstanding any other provision in this Agreement a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement. Nothing in this Agreement shall affect any right or remedy of a third party which exists or is available other than as a result of the aforementioned Act.

11. ASSIGNMENT
Neither party shall be entitled to assign the benefit and/or burden of this Agreement in whole or in part to any party unless the other party has given its prior written consent, save that either party shall be entitled to assign the benefit and/or the burden of this Agreement in whole or in part to an Affiliate provided that such assignee agrees to abide by the terms of this Agreement and does so abide by the terms of this Agreement. On any breach of this Agreement by such assignee, this Agreement shall, at the other party's request, automatically reassign to the assignor, who shall be liable as guarantor for any past breaches by its assignee.

12. FORCE MAJEURE
Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute ("force majeure"). If such delay or failure continues for at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other. The party subject to the event of force majeure shall, as soon as practicable, give notice of the event to the other party, such notice to include a reasonable forecast of the duration of the event.

13. ENTIRE AGREEMENT
13.1 This Agreement (as amended from time to time) together with any document expressly referred to in any of its terms, contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of this Agreement. Each party confirms that, in agreeing to enter into this Agreement, it has not relied on any representation save insofar as the same has expressly been made a representation in this Agreement and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of this Agreement save that the agreement of the parties contained in this Clause shall not apply in respect of any fraudulent representation whether or not such has become a term of this Agreement.
13.2 No addition to, or modification of, any provision of this Agreement shall be binding on the parties unless made by a written instrument and signed by a duly authorised representative of each of the parties.

14. LAW AND JURISDICTION
This Agreement shall be exclusively governed by and construed in accordance with the laws of England and Wales whose Courts will have exclusive jurisdiction in any dispute.

15. DISPUTE RESOLUTION
Any disputes, differences or questions arising out of this Agreement or as to the rights or obligations of the parties under it or in connection with its construction (together in this clause referred to as "Dispute") will in the first instance be referred to the parties’ respective senior management for discussion and resolution within fourteen (14) days of the date of such referral. Each party will use all reasonable endeavours to reach a negotiated resolution by discussion in accordance with this subclause.



Affiliate Code of Conduct and Marketing Responsibilities
1.) Solely at your own cost and expense, you may market to and refer potential Members to the Website(s). You will be solely responsible for the content and manner of your marketing activities. You will not actively target your marketing to minors, including any persons who are less than 18 years of age regardless of the age of majority in the location you are marketing. US residents cannot be directly targeted with any marketing.
2) Compliance with Laws. Affiliate will perform its obligations pursuant to this code of conduct in accordance with all applicable laws, rules and regulations. Without limiting the generality of the foregoing, Affiliate will:
(a) not engage in any unfair or deceptive trade practice involving the promotion of the MoneyGaming Affiliates brands;
(b) not include on any Affiliate Site any content or material that (i) is defamatory, libelous, slanderous or offensive, or (ii) infringes the rights of any party or any law, regulation or legal authority including without limitation, rights of publicity or privacy;
(c) not make any false, misleading or disparaging representations or statements with regard to the Products or Company;
(d) post and comply with a privacy policy clearly setting forth its practices regarding the collection, use and dissemination of User personally identifiable information; and
(e) not infringe, misappropriate or violate any Proprietary Rights of the Company or any third party.
3) We will make available to you, banner advertisements, button links, text links, and other links as determined by us which shall all link to Our Site(s) (collectively referred to hereinafter as a "Link"), which you may display on your Web site. The use of the Links is the only method by which you may advertise Our Site(s).
4) You will only use the Banners and Text Links and any other marketing materials that have been provided by us and/or pre-approved by us. In addition, you will not set up any pay–per-click campaigns in the Companies name, unless you have received prior written permission to use this marketing method.
5) You may not advertise Our Site(s) in any other way including, without limitation, the use of spam e-mails or through Third Party sites not owned by the Advertiser. If we find that you have participated in such activities, we have the right to close your account immediately and withhold all earnings. GameAccount strictly adheres to all Can –Spam regulations.
6) All Affiliates will represent their relationship with the Company in a respectful and tasteful manner. The brand integrity will be upheld across all marketing activities that are undertaken by the Affiliate. If there is even a slightest question as to what is appropriate under a given set of circumstances, please do not hesitate to e-mail us  affiliates@moneygaming.com or call us at +44  (0)20 7292 6279.
7) The Company does not have the facility to allow Affiliates to offer additional incentives to potential New Members from the CPA earnings that they earn. Please note that this includes any rake-back programs which are not available on this affiliate program. This is not to say that Incentives cannot be offered via the affiliate’s website so long as the incentive is honoured to the client. Any false advertising will result in your affiliate account being closed and no commission being paid.
8) Any promotion of unauthorized tracking links or sign up offers will result in revenues received with these codes being deducted from your monthly commissions.
9) During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of marketing to and referring potential Members to the Website. Generally we will provide you, without charge, the guidelines, graphical artwork and permitted text to use in promotional materials.
10) Member Tracking. You understand and agree that potential Members must link through a Tracking URL in order for you to receive Affiliate Fees in relation to such potential Members. In no event, are we liable for your failure to use the right Trackers. Bank transfers and cash deposits made directly cannot be associated to an affiliate account. Any Real Money Players who deposit and notify you of this transaction, and even if you notify us of the deposit – the player will not be credited to you as via the affiliate program.
11) Member Verification. Affiliate Fees in relation to new Members will be dispatched only following our verification and checks concerning all new Members.  MoneyGaming Affiliates has the right to check all commissions for possible fraud or abuse. If fraud or abuse are considered, MoneyGaming Affiliates will freeze your commissions until such time as proven otherwise. At any time, for any reason, MoneyGaming Affiliates has the right to convert your commission structure from Per Player CPA to Revenue Share, and vice versa, as we see fit.
12) Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other, nor to incur any obligation on the other's behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
13) Indemnification for Violations of the Code of Conduct. If any claim is made, or any action or proceeding is instituted, against the Company, that alleges or is based upon or arises out of the Affiliate’s breach of any representation, warranty or obligation arising under this code of conduct, the Affiliate shall indemnify and hold Company harmless from all damages, awards, costs and expenses (including reasonable attorney fees) associated therewith. Such indemnity is in addition to any other indemnity (either in the affiliate agreement or otherwise) made by Affiliate.
14) Non-Exclusive. 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 herein and that such Affiliates may be similar, and even competitive, to you.
15) Press. You may not issue any press release with respect to this Agreement or your participation in this Affiliate Program without our prior written consent.
16) Modification. We may modify any of the terms of this Code of Conduct at any time, in our sole discretion, by either (i) E-mailing you a change notice or (ii) by posting the new version of the Agreement on our Website. It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following posting or notice of change will be deemed binding acceptance of the modification.