Last Updated: 7.21.15
Version: 3.0

AFFILIATE NETWORK STANDARD ADVERTISING TERMS AND CONDITIONS

These Affiliate Network Advertising Terms and Conditions (“T&C”) constitutes the agreement entered into between RMG Acquisition Services, Inc., a company incorporated and registered under the laws of Delaware, US and having its registered office at 2942 Century Pl. Costa Mesa, CA 92626 United States (“RMG”) and the advertiser as defined in the Insertion Order (the “Advertiser”) Hereinafter referred to individually as the “Party” and collectively as the “Parties”)

WHEREAS the Advertiser is in the business of remote gaming and desires to promote and market its products and services on Affiliates’ websites;

WHEREAS RMG owns a database of Affiliates which Affiliates may be interested in promoting and marketing the products and services of the Advertiser on their websites, in consideration of a commission or other fee and whereas RMG has developed an Online Affiliate Platform to facilitate such promotion and marketing;

WHEREAS RMG offers media buying services for a fee;

WHEREAS the Parties would like to collaborate together, for their mutual benefit, and would like to regulate their relationship by means of these T&C.

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Definitions

For the purposes of these T&C, the following terms shall have the following meanings:

“Ad Campaign” means a particular set of advertisements that share common settings including but not limited to common Advertising Material, language and location settings. Advertiser may, subject to the consent of RMG, have one or many ad campaigns running simultaneously;
“Advertising Material” means all banners, graphics, html or other software provided by the Advertiser according to the instructions and specifications of RMG, which instructions and specifications may be amended from time to time at the sole discretion of RMG, to be displayed on Affiliate websites;

“Advertiser Website” means the website or websites of the Advertiser as set out in the Insertion Order or any other domain to which traffic from Affiliate websites is redirected as a result of the Services provided;

“Affiliate” means any natural or legal person that promotes and markets, or intends to promote and market, remote gaming companies on its website and which forms part of the RMG Affiliate Database, including any person introduced to the Advertiser through RMG or any person displaying Advertising Material of the Advertiser as a result of or as part of the provision of the Services;

“T&C” means this agreement including the Insertion Order as may be amended from time to time;

“Commission” means commission payable on the basis of Net Revenue as set out in the Insertion Order;

“Confidential Information”  means all confidential information or any other information that is not indicated as being confidential, but which is not publicly known and of whose confidential nature the receiving party is or should be aware of based on the circumstances,  including but not limited to business and financial information, lists of Affiliates, the RMG Affiliate Database, clients, fees and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of the divulging party;

“Effective Date” means the date of signature of these T&C;

“End-user” means any user who is redirected to the Advertiser Website as a result of clicking on Advertising Material displayed on Affiliate websites;

“Fees”  means all applicable fees including Commissions as set in the Insertion Order as may be amended from time to time subject to the consent of both Parties. For the avoidance of doubt, Fees may vary and may be calculated separately in relation to different Territories as stipulated in the Insertion Order;

“Go-Live Date” means the date stipulated in the Insertion Order or the date upon which Advertising Material of the Advertiser is displayed on the websites of one or more Affiliates through the Online Affiliate Platform, whichever is the earlier;

“RMG Affiliate Database” means a list of Affiliates, as may be modified from time to time by RMG, that promote and market, or that intend to promote and market, services or products on their websites though the Online Affiliate Platform which list shall be the exclusive property of RMG;

“Insertion Order” means the document prefixed to these T&C as amended from time to time by the Parties, which document shall form an integral part of these T&C;

“Network Placement Fee” means the fixed fee referred to in the Insertion Order;

“Net Revenue” shall have the meaning set out in Section B of the Insertion Order;

“Online Affiliate Platform”  means the software platform that allows the Advertiser to include advertising material on the websites of Affiliates and includes any and all software releases, patches, updates and other deliverables as well as any derivative forms of it resulting from enhancements, changes, additions or modifications made to the software under the terms of these T&C;

“Package” means the service package selected by the Advertiser as set-out in the Insertion Order;

“Registered End-user” means any End-User who registers on the Advertiser Website as a result of the Services;

“Remote Gaming Regulations” means that Remote Gaming Regulations, Legal Notice 176 of 2004, as amended from time to time;

“Services” means the display of Advertising Material of the Advertiser on the websites of one or more Affiliates from the RMG Affiliate Database at the sole discretion of RMG through the Online Affiliate Platform and related services as further described in Section H of the Insertion Order in relation to the Package. Users clicking on such Advertising Material displayed on Affiliate websites shall be redirected to the Advertiser Website;

“Set-up Fees” mean the applicable set-up fee described in the Insertion Order;

“Term” means the period set out in clause 10 below and includes the Initial Term as well as any Extended Term;

“Territory” or “Territories” shall mean one or more territories as stipulated in the Insertion Order; and

“User Tracking Software” means software providing a means to track performance based online marketing by monitoring and tracking activity generated on the Advertiser Website separately for each Affiliate. The software shall provide information on the respective Ad Campaign including the number and amount of each deposit, withdrawal, impression, click, registration and all data required to calculate any Fees, including Commissions, due under these T&C.

2. General Provisions

1. It is recognised by Advertiser that RMG’s ability to carry out its obligations under these T&C is subject to applicable government licensing laws and regulations. Neither Party shall be held liable for any damages of any kind that may result from changes in government legislation or policy.
2. [During the term of these T&C, Advertiser undertakes not to provide, directly or indirectly, any services competing with the Services and/or the Online Affiliate Platform. Furthermore, for the duration of these T&C, Advertiser shall not purchase, provide, use or operate services similar to the Services and/or the Online Affiliate Platform provided in terms of these T&C other than those provided by RMG.]

3. Services

1. Subject to the terms and conditions contained in these T&C and provided that User Tracking Software be installed or available in accordance with clause 4, RMG shall best endeavour to provide the Advertiser with the Services in the Territory in consideration of the Fees on the Go-Live Date.
2. RMG shall provide the Advertiser with access to its Online Affiliate Platform via a dedicated advertiser account with username and password. 
3. RMG shall create one or more Ad Campaigns upon the written instructions of the Advertiser provided that RMG shall retain the exclusive discretion to select the Affiliates that shall display Advertising Material of the Advertiser.
4. Advertiser shall deliver to RMG all Advertising Materials in the format and standard requested by RMG. RMG shall host such Advertising Materials on its Online Affiliate Platform in order to make them available to Affiliates in accordance with these T&C.
5. Both Parties acknowledge that integration of the Online Affiliate Platform with the Advertiser Website for the provision of Services requires good faith efforts from both Parties. RMG shall not be liable and shall not be held responsible for any delay in the Go-Live Date.
6. Notwithstanding any other clause in these T&C, RMG is entitled to refuse to make available, or, where already available, to remove, Advertising Material and/or otherwise terminate or suspend Ad Campaigns or the Services where it deems, at its sole discretion, that the Advertising Material or the Ad Campaign is illegal, immoral or otherwise threatens to have negative effect on its business or that of its Affiliates. 

4. User Tracking Software

1. In the event that, as stipulated in the Insertion Order, the Advertiser does not have a User Tracking Software, Advertiser shall as soon as possible following the Effective Date install the RMG’s User Tracking Software in accordance with RMG instructions.
2. In the event that the Advertiser has a User Tracking Software, Advertiser shall immediately following the Effective Date, provide RMG with online access to such User Tracking Software in such a manner that RMG shall have access to all tracking information and data:
3. Provided that RMG may inspect or request information on the Advertiser’s User Tracking Software as well as require the Advertiser to install RMG’s User Tracking Software to verify the accuracy of the tracking information and data provided.
4. In the event of a discrepancy between tracking data of the Advertiser’s User Tracking Software and the RMG’s User Tracking Software, the data resulting in the highest Fees shall apply.

5. Intellectual Property

1. The RMG Database, the RMG User Tracking Software, and any information including contact information, urls, names and emails of Affiliates as well as the Online Affiliate Platform shall be the exclusive property of RMG and/or the other companies in the same group of companies as RMG.
2. RMG hereby grants Advertiser a non-exclusive, non-transferable, terminable licence to use the Online Affiliate Platform and, if applicable to install and use the RMG User Tracking Software in accordance with the terms and conditions of these T&C.
3. Advertiser hereby authorizes RMG to use and display the Advertising Materials and Advertiser trademarks as well as to utilize hyperlinks redirecting end-users to the Advertiser Website in the provision of the Services by RMG.
4. Either Party shall notify the other Party immediately if any claim or demand is made or action brought against it for any infringement or alleged infringement of any intellectual property rights may affect the supply of the Services.
5. Nothing in these T&C shall prohibit RMG in any manner from using, developing, marketing, licensing, or otherwise disposing of the Services or the Online Affiliate Platform or the concepts embodied therein anywhere in the world; nor shall anything therein be construed to grant to the Advertiser any rights in or to any other present or future services, software or systems whether or not similar to the subject matter of these T&C.
6. RMG and/or the other companies in the same group of companies as RMG may freely use any suggestions and improvements related to the Services and/or the Online Affiliate Platform that Advertiser provides in connection with these T&C. To the respect that such suggestions or improvements relate to an integrated part of the Services and/or the Online Affiliate Platform, the intellectual property rights therein shall vest in RMG and/or other companies in the same group of companies as RMG. In any event, in the event that intellectual property rights vest in the Advertiser, the Advertiser hereby grants RMG and/or other companies in the same group of companies as RMG an unrestricted, irrevocable and royalty-free license, without warranty of any kind, to include them in RMG’s product or service offerings including the Online Affiliate Platform. RMG and/or other companies in the same group of companies as RMG shall also be entitled to modify and further develop such suggestions and improvements.

6. Payment of Fees

1. Advertiser shall pay the Fees stipulated in the Insertion Order. The Parties agree that all Fees are exclusive of Value Added Tax and the Advertiser hereby agrees that it shall be liable to pay any Value Added Tax on such Fees should this be applicable. All payments shall be made in Dollars or in any other currency as may be specified by RMG.
2. Advertiser agrees to pay the Set-up Fees within fifteen (15) days from the Effective Date. RMG may immediately and without notice terminate the respective Advertising Campaign if the Set-Up Fees are not paid.
3. Advertiser agrees to pay the Network Placement Fees upfront as specified in the Insertion Order within ten (10) days from invoice.
4. Fees due other than Set-up Fees and Network Placement Fees are calculated at the end of each month and invoiced by RMG as soon as practicable thereafter. Payments shall be made by the 10th day of the month immediately following the month in relation to which the Fees are levied.
5. If Advertiser disagrees with any balance invoiced, Advertiser shall, within a period of five (5) days, notify RMG in writing and indicate the reasons of such disagreement. Failure to send an email within the prescribed time limit shall be deemed an irrevocable acknowledgment of the balance due for the respective period.
6. In the event that payment is not received within the stipulated time period, interest shall be charged at the maximum rate allowed by law. 
7. Advertiser shall be exclusively responsible for the payment of any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity as a result of the revenue generated by Advertiser as a result of the Services. RMG shall in no manner whatsoever be held liable for any amounts unpaid but found to be due by RMG in this regard.
8. Notwithstanding the termination or expiration of these T&C, any Fees consisting in Commissions on the basis of Net Revenue referred to in the Insertion Order shall still be due to RMG with respect to any Registered End-Users who registered with the Advertiser before the date of the termination or expiration of these T&C as a result of the provision of the Services and this irrespective of whether they have deposited any funds with the Advertiser prior to the date of termination or expiration.  This clause shall survive the Termination of the T&C.

7. Non-Solicitation

1. During the Term of these T&C and for a period of eighteen (18) months thereafter, the Advertiser shall not solicit, canvass or endeavour to solicit or canvass or contact in any manner, whether directly or indirectly, except through RMG or with the consent in writing of RMG, any Affiliates introduced to the Advertiser through RMG and, or displaying Advertising Material of the Advertiser as a result of or as part of the provision of the Services in such a way as to establish a direct relationship with said Affiliates. Advertiser shall pay RMG a penalty of fifty thousand dollar ($50,000) for every Affiliate it contacts in breach of this clause, provided that Advertiser does not, within fourteen (14) days following written notice of the breach, cease to be in breach.
2. During the Term of this Agreement, RMG shall not solicit, canvass or endeavour to solicit or canvass or contact in any manner, whether directly or indirectly, except through the Advertiser or with the consent in writing of the Advertiser, any affiliates with which the Advertiser has on the Effective Date a written contract engaging the said affiliate to display Advertising Material of the Advertiser on its website in such a way as to establish a direct relationship with said affiliates for the purposes of providing Services to the Advertiser. RMG shall pay Advertiser a penalty of fifty thousand dollar ($50,000) for every affiliate it contacts in breach of this clause, provided that RMG does not, within fourteen (14) days following written notice of the breach, cease to be in breach. For the avoidance of doubt, nothing in this clause shall be construed as preventing RMG from contacting any such affiliates for the purposes of providing Services to third party advertisers.
3. Advertiser shall not during the term of these T&C and for a period of two (2) years thereafter recruit or request services from employees or service providers of RMG without the prior written consent of RMG.

8. Representations and Warranties

The Advertiser warrants that:

1. it is competent and duly authorised to enter into binding agreements for the Advertiser Website;
2. it is the proprietor of all rights, licenses and permits to market, promote and advertise the Advertiser Website ;
3. it is the proprietor or licensee of all intellectual property rights in the Advertising Material;
4. its activity which is relevant to these T&C complies with all applicable legislation and does not infringe third party rights;
5. it will not actively target any person who is under the legal age for gambling;
6. it will not actively target any jurisdiction where gambling or the promotion thereof is illegal;
7. it shall maintain in working order User Tracking Software in accordance with clause 4;
8. it shall in no way alter, suspend, or otherwise tamper with the operation of the User Tracking Software;
9. it shall keep the username and password provided to it pursuant to clause 3.2 above safe at all times.  The Advertiser shall be solely responsible for any activity made using said username and password, whether authorized by it or not; and
10. it shall immediately notify RMG in the event that any revenue generated as a result of the Services is, or is suspected to be, the result of fraud or illegal activity.

RMG warrants that:

1. it is competent and authorized to enter into these T&Cs;
2. the Online Affiliate Platform and the RMG User Tracking Software do not infringe third party intellectual property rights;
3. the Online Affiliate Platform and the RMG User Tracking Software do not contain any Trojan horse, worm, logic bomb, time bomb, backdoor, trap door, key or other similar or harmful components which have the potential to impair or prevent the operation of the Services;
4. provided Advertiser complies with clause 8.1.10, it shall return any Commission paid to RMG in the event that Advertiser provides RMG with evidence that, in the sole opinion of RMG, proves irrefutably that the revenue on which the Commission was calculated was generated as a result of fraud or illegal activities and that the Advertiser has had to refund or pay back any such revenue.

9. Limitations of Liability

1. RMG and its parents, sister and other group companies, successors, officers, employees, agents, directors, shareholders and attorneys shall not be held liable for any form of indirect or consequential damage, including but not limited to loss of profits even if such damage was foreseeable.
2. The total liability of either Party for direct damages, with the exclusion of death and personal injury, arising from failure to comply with these T&C or caused by a tort shall be limited to an amount equal to the Fees paid by the Advertiser to RMG for the two (2) months immediately preceding the event giving cause for damages. In any event, notwithstanding any other clause in these T&C, the total liability of RMG for such direct damages shall not exceed the sum of twenty thousand dollar ($20,000): Provided that this clause shall not apply and there shall be no limitation of liability in relation to any Fees due to RMG by the Advertiser in accordance with this Agreement, including but not limited to clause 6.
3. RMG makes no representation that any of its Service, the Online Affiliate Platform and/or the RMG User Tracking Software shall be uninterrupted or error free and, to the full extent permissible at law, RMG shall not be liable for the consequences of such interruptions or errors. The Service, the Online Affiliate Platform and the RMG User Tracking Software are provided “as is” without warranties of any kind, whether express or implied and all conditions, warranties, terms and undertakings statutory or otherwise relating to the delivery, performance, quality, accuracy, fitness for purpose, occurrence or reliability of the Services, the Online Affiliate Platform and/or the RMG User Tracking Software are hereby excluded to the fullest extent permitted by law.
4. Advertiser shall indemnify RMG and hold RMG harmless for any damages, costs or amounts which RMG is ordered to pay to any authority or to any other third party by any court, arbitrator or tribunal due to the fault or negligence of the Advertiser or otherwise due to a breach of these T&C by the Advertiser.

10. Term

The Initial Term of these T&C shall be that specified in the Insertion Order.  The Term shall be renewed automatically for further periods (“Extended Term”) each equal to the Initial Term following its expiry, unless a notice has been made in writing by either Party to the other at least one (1) calendar month prior to the termination date of the Initial Term or the Extended Term as may be the case.

11. Termination

1. RMG has the right to terminate these T&C forthwith and without notice, in the event that RMG is unable to continue to provide the Services to the Advertiser in accordance with these T&C due to a change in legislation or regulation. The Parties will in such case use reasonable endeavors to find an acceptable alternative solution.
2. A Party may terminate these T&C immediately, if: (i) the other Party is in material breach and, in case of a breach which is capable of being cured, the Party in breach does not, within thirty (30) days following written notice of the breach, cease to be in breach; (ii) the other Party is declared bankrupt, enters into composition or reconstruction proceedings or liquidation or otherwise can be assumed to become insolvent or else an event occurs that gives well founded reason to assume that the other Party is not, or within short will no longer be, capable of fulfilling its obligations under these T&C; and (iii) a Party is required to cease the business relationship with the other Party and/or cease the performance of any obligation under these T&C due to an order or advice of a governmental agency or regulatory body, with reference to gaming law, to which a Party is subject.
3. RMG may terminate these T&C immediately, if the operations of Advertiser have or threaten to have a negative effect on the business or on any of the brands of RMG or of its Affiliates.
4. In the event that the Advertiser terminates these T&C prior to the lapse of the Term for any reason other than those provided in clause 11.2 above, and without prejudice to any other remedy available to RMG under these T&C or at law, it shall still be liable to pay all Fees including the Network Placement Fee and, in addition, shall pay an additional monthly fee of the higher of five thousand dollar ($5,000) or the average of the Fees paid by the Advertiser to RMG in the last three (3) months immediately preceding the date of termination, until such date being the date when the Term would have ended.

12. Effects of Termination

1. In the event of expiry or termination of these T&C for any reason, the Advertiser shall immediately cease to use the Services.  The Parties shall promptly return or destroy, as determined by the originally providing Party, any materials and Confidential Information provided by a Party to the other Party under or in connection with these T&C. An officer of the Advertiser shall confirm that all propriety material relating to the Services, the Affiliates and any related documentation has been delivered to RMG or destroyed.
2. Without prejudice to clause 11.4, the Advertiser shall not be released from the obligation to make payment of any amounts accrued up to the date of expiry or effective date of Termination.

13. Confidential Information

Except as otherwise provided in these T&C, each Party shall keep all Confidential Information of the other Party in confidence and use such information only for the purpose of the T&C. Confidential Information shall not be used by the Advertiser for commercial or other purposes or divulged to any person or third party neither direct nor indirectly unless the prior explicit and written consent of RMG has been obtained.  This clause shall survive the Termination of these T&C.

14. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform its obligations under these T&C if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty and acts and/or omissions of third parties provided that each Party shall take all reasonable steps to minimise the effects of Force Majeure on the performance of its obligations under these T&C.

15. Miscellaneous

1. It is agreed that the relationship between Parties is that of independent contractors, and nothing contained in these T&C shall be construed or implied to create the relationship of licensees, joint ventures, agent and principal, employer and employee, or any relationship other than that of independent contractors. 
2. The Advertiser shall not assign or subcontract these T&C without the written consent of RMG.
3. These T&C, including the Insertion Order above, sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements or understandings made between the Parties. In the event that the Insertion Order is replaced or otherwise amended from time to time by the Parties, unless otherwise agreed in writing, the new Insertion Order shall supersede and replace all prior Insertion Orders.
4. RMG reserves the right to change or modify any of the terms and conditions contained in these T&C at any time, in its sole discretion, by providing at least two (2) months written notice to Advertiser. Advertiser’s continued use of the Services will constitute Advertiser’s acceptance of such changes or modifications. The Insertion Order may be replaced or otherwise amended by means of a new Insertion Order signed by both Parties.
5. No waiver of any breach of any part of the T&C shall constitute a waiver of any other breach of the same or any other part of the T&C, and no waiver shall be effective unless made in writing and signed by an authorised representative of the waiving Party.
6. If any of the provisions of these T&C are declared by the competent authorities to be invalid, illegal or unenforceable, the other provisions of these T&C shall remain operative to the extent allowed by the law.
7. Notices and other communications required or permitted to be given under these T&C shall be in writing and shall be sent to the relevant address specified in the Insertion Order above.  They shall be deemed effective upon delivery to the Party to whom addressed by:
   1. express courier with verification of actual receipt, or
   2. facsimile with confirmation of receipt generated by the sending device, or
   3. certified mail or email, return receipt requested. 
8. These T&C including the Insertion Order as may be amended from time to time shall be exclusively governed by the laws in force in Delaware, US and the Parties agree that any dispute, controversy or claim arising out of or relating to these T&C, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the state of Delaware in the US as at present in force. The arbitration language shall be English. It is further agreed that any award delivered in this respect shall be final and not subject to appeal.