TERMS AND CONDITIONS
1. Grant of Promotion and Distribution License
1.1 Affiliate Arena grants to Affiliate Arena partner the non-exclusive, non-transferable right and
license to advertise, market and promote the Service, in accordance with the terms and conditions hereof.
1.2 Affiliate Arena grants to Affiliate Arena partner the non-exclusive, non-transferable right and
license to distribute to Affiliate Arena partner customers, in accordance with the terms and conditions
herein, the specialized bingo "Software" (the "Software") which enables access to the game. Affiliate
Arena partner shall not under any circumstances reverse engineer, disassemble, decompile, or otherwise
attempt to render source code from the "Software", or to reproduce or distribute the "Software" in source
code format. Affiliate Arena partner acknowledges and agrees that the "Software" is the proprietary
property of Affiliate Arena, and that it embodies substantial creative rights, confidential and
proprietary information, copyrights, trademarks and trade secrets, all of which shall remain the
exclusive property of Affiliate Arena and/or its licensors. Affiliate Arena partner agrees to
include such proprietary rights notices, markings or legends on any advertisements or promotional
materials for the "Software" as Affiliate Arena shall reasonably specify from time to time.
1.3 All other rights and licenses not expressly granted to Affiliate Arena partner herein are reserved
by Affiliate Arena.
2. Obligations of Affiliate Arena
2.1 Affiliate Arena will provide access to; (a) bingo format game, (b) Merchant accounts, (c) credit
card authorization, (d) fraud control, for billing; (e) financial management of receivables including
call reports and accounting services, all in accordance with standard practices and procedures. The
choice of content for the Service, and the choice of persons retained to deliver the Service's, shall
be determined by Affiliate Arena in its sole discretion.
2.2 Affiliate Arena shall retain the right to provide the game access in whatever form Affiliate Arena
deems appropriate.
2.3 Affiliate Arena shall retain the right to change any part of the game at anytime, without notice to
Affiliate Arena partner, in whatever manner Affiliate Arena deems appropriate.
2.4 Affiliate Arena shall retain the right to cancel any part of the Service at any time, without notice
to Affiliate Arena partner, in whatever manner Affiliate Arena deems appropriate.
2.5 Notwithstanding anything in this Agreement, Affiliate Arena shall not be held responsible or liable
for any loss of income or loss of ability to produce income, on the part of the Affiliate Arena partner,
arising from any inability of Affiliate Arena to deliver the items contemplated in this Agreement for any
reason whatsoever, whether Affiliate Arena is at fault or whether a third party is at fault.
3. Obligations of Affiliate Arena partner
3.1 Affiliate Arena partner shall use best commercially reasonable efforts to actively and effectively
advertise, market and promote the game as widely and extensively as possible so as to maximize the shared
financial benefit. Affiliate Arena partner shall only engage in advertising, marketing and promotional
efforts which do not violate any law and which reflect accurately and positively upon the business
reputation of game and website. In particular, Affiliate Arena partner agrees to market the product in a
manner that is consistent with the content and style of the game and website. In connection therewith,
Affiliate Arena shall have the right to review and approve (approval shall not be unreasonably withheld)
the manner and methods of advertising, marketing and promotion used by Affiliate Arena partner in connection
with the game. Approval may be withheld if Affiliate Arena determines, in its sole discretion that any such
activities would tend to reduce the value of, or would impair Affiliate Arena’s goodwill and business
reputation, or would expose Affiliate Arena to legal liability.
3.2 Notwithstanding any approval by Affiliate Arena given in accordance with section 3.1 of this Agreement,
Affiliate Arena shall under no circumstances be held liable for, and Affiliate Arena partner shall indemnify,
defend and hold Affiliate Arena harmless against, any and all claims asserted against Affiliate Arena by reason
of Affiliate Arena partner's marketing and promotional efforts undertaken hereunder.
3.3 Affiliate Arena partner shall bear all costs and expenses incurred in connection with the advertising,
marketing and promotion of the Service, including but not limited to all costs relating to the marketing.
4. Compensation
4.1 As used herein, "Affiliate Arena partner Percentage" shall mean the percentage paid to Affiliate Arena
partner of the actual net revenue received from a user (the "Customer") for approved use of the Service.
"Net Monthly Revenue" shall mean the total amount paid for bingo cards and/or wagered in slot machines, less
the total amount paid out as winnings in bingo and slot machines, and less the amount for all merchant banking
fees. "Player Signup" shall mean a unique player signing up for an account and wagering an amount greater than
US$50.
4.2 Affiliate Arena shall pay Affiliate Arena partner monthly, in accordance with this contract for the preceding
calendar month.
5. Term and Termination
5.1 This Agreement shall commence and be deemed effective on the date when accepted by an authorized representative of the Affiliate Arena partner (the "Effective Date"). This Agreement shall be deemed to be accepted by the Affiliate Arena partner when the Affiliate Arena partner chooses "YES" to the "Affiliate Arena WAGERING AND GAMING PARTNERS AGREEMENT" and hits the submit button on the Affiliate Arena partner Sign-Up page. An Affiliate Arena partner is free to terminate the agreement; if a partner wishes to exercise this option then this must be addressed in writing with 30 days notice.
5.2 Upon termination of this Agreement, Affiliate Arena partner shall immediately return to Affiliate Arena any and
all Affiliate Arena materials which Affiliate Arena has a proprietary right in that are in Affiliate Arena partner's
possession and/or in the possession of Affiliate Arena partner's agents, servants and employees.
5.3 Players using Affiliate Arena games and all information relating to these customers shall remain the property of
Affiliate Arena at all times during the operation of this contract and after termination.
5.4 Affiliate Arena reserves the right to withhold payment or cancel payment
under any suspicion of fraudulent behavior aimed at gaining access to revenues
under false pretences. All withdrawals are manually supervised and screened. Evidence of fraudulent account
both player and affiliate could result in partial or non payment of revenues.
6. Accounting Statements
6.1 All payments due to Affiliate Arena partner by Affiliate Arena shall be made on or before the last day of each
month for the immediately preceding calendar month and shall be accompanied by a written statement which specifies
the gross revenues received by Affiliate Arena with respect to the Affiliate Arena partner customers, the number of
Affiliate Arena partner Customers wagering and the calculation of the monies being paid to Affiliate Arena partner.
Additionally, Affiliate Arena may adjust statements from time-to-time to reflect overpayments, consumer chargebacks
and/or, credits or underpayments by Affiliate Arena.
7. Exclusivity, Non-Competition and Ownership of Service Name
7.1 Affiliate Arena partner agrees, understands and acknowledges that Affiliate Arena may enter into Agreements of
this type with third parties to promote the game or a similar version thereof.
7.2 Affiliate Arena partner has not paid consideration for the use of Affiliate Arena's trademarks, logos,
copyrights, trade names, the item name referred to in par. B, or designations, and nothing contained in this
agreement shall give Affiliate Arena partner any right, title or interest in or to any of them. Affiliate
Arena partner acknowledges that Affiliate Arena and Affiliate Arena licensors own and retain all copyrights
and other proprietary rights in all of the foregoing, as well as any Software supplied by Affiliate Arena.
Affiliate Arena partner shall not at any time during or after this agreement, assert or claim any interest
in or to, or do anything which may adversely affect the validity or enforceability of, any trademark, trade
name, copyright, service mark or logo belonging or licensed to Affiliate Arena (including any act or assistance
to any act which may infringe or lead to the infringement of any copyright in the "Software"). Without limiting
the generality of the foregoing, Affiliate Arena partner shall not attempt to register, or assist any third party
in attempting to register any trademark, trade name or other proprietary right with any governmental agency,
federal, provincial, local or otherwise, or with any other entity or authority, without the express, unequivocal
and unambiguous prior written consent of Affiliate Arena. Affiliate Arena partner shall not attach any additional
trademarks, logos or trade designations to the "Software" and shall ensure that none of the trademarks (or any
variation thereof) appears in any portion of Affiliate Arena partner's name or any name under which Affiliate
Arena partner does business. Affiliate Arena partner shall not alter, erase, deface or overprint any proprietary
rights notice on anything provided by Affiliate Arena.
8. Confidentiality and Non-Disclosure
8.1 Affiliate Arena partner and Affiliate Arena each agrees that during the course of this Agreement, each may have
access to and become acquainted with confidential information of the other. Affiliate Arena partner and Affiliate
Arena each specifically agrees that it shall not misuse, misappropriate or disclose any such confidential information,
directly or indirectly, to any third party or use any such confidential information in any way, either during the Term
of this Agreement or at any time thereafter. Affiliate Arena partner and Affiliate Arena each acknowledges and agrees
that the sale or unauthorized use or disclosure of any such confidential information obtained by the other during the
Term of this Agreement shall constitute unfair competition and shall cause the party owning the confidential information
to suffer great and irreparable harm. Affiliate Arena partner and Affiliate Arena each further acknowledge and agree that,
except as otherwise provided in this Agreement, all such confidential information is and will remain the sole and exclusive
property of the disclosing party. The terms of this Section shall survive the expiration or termination of this Agreement.
8.2 For purposes of this section 8, "Confidential Information" means (a) discoveries, concepts and ideas, whether patentable
or not; (b) business or technical information, including but not limited to product or Service plans, designs, costs, prices
and names, finances, marketing plans, business opportunities, personnel, research, development, and know-how; (c) any
information designated as "confidential", "proprietary", or "secret" or which, under the circumstances taken as a whole,
would reasonably be deemed to be confidential, proprietary or secret.
8.3 The obligations of section 8.1 shall not apply to the extent that any Confidential Information (a) becomes generally
available to the public through no fault of the party to whom it was disclosed; (b) is or has been disclosed to such party
directly or indirectly by a person under no obligation of non-disclosure to the disclosing party; or (c) is required to be
disclosed under any laws, rules, regulations or governmental orders provided, however, that the party to whom it was disclosed
shall have the burden of proving any of the foregoing exceptions by conclusive relevant evidence.
8.4 Notwithstanding anything to the contrary contained herein, the parties agree that the financial terms and conditions of
this Agreement are to remain strictly confidential, and that neither party will disclose such financial terms and conditions
to any third party without the prior written consent of the other party. This section shall not apply to disclosures, which
are required by law (such as Affiliate Arena reporting requirements), by order of a court with competent jurisdiction, or to
each party's respective attorneys, accountants, and business advisors under a similar duty of confidentiality.
9. Representations, Warranties and Indemnity
9.1 Affiliate Arena partner warrants, represents and covenants to Affiliate Arena that: (a) Affiliate Arena partner has the
full legal right, power and authority to enter into and perform this Agreement, and to grant to Affiliate Arena the rights
set forth in this Agreement; and (b) Affiliate Arena partner will obtain all necessary rights, licenses, permissions, business
permits, and will comply with all applicable laws, rules and regulations in this connection in offering the Service to end-users.
9.2 Affiliate Arena partner agrees to indemnify and hold Affiliate Arena harmless, and further agrees to defend Affiliate Arena
through the service of an attorney chosen and approved by Affiliate Arena, from and against any and all claims, liabilities,
causes of action, damages, judgments, costs and expenses (including reasonable attorney's fees) arising out of or in any way
connected with any breach or alleged breach by Affiliate Arena partner of any representation, warranty or agreement contained
in this section 9, or elsewhere in this Agreement.
9.3 In no event shall Affiliate Arena be liable to the Affiliate Arena partner, Affiliate Arena partner's customers or any other
third party claim for any indirect, special, or consequential damages, including lost profits, whether based upon a claim or
action of contract, warranty, negligence, or other tort or breach of any statutory duty, indemnity or contribution, or otherwise
arising out of this agreement, or the use and promotion of the Service, and/or any other act or omission relating to the Service
in any connection to the sale or promotion of the game, even if, in any such case, Affiliate Arena has been advised of the
possibility of such damages.
10 No Representation or Guarantee Regarding Profits or Income
Affiliate Arena partner agrees, understands and acknowledges that the Affiliate Arena, it's parent company, it's sub entities,
it's agents, it's officers, it's directors, it's shareholders, and/or accountants have made no representation of any nature
whatsoever to Affiliate Arena partner and/or "Affiliate Arena partner's agents, servants and/or employees regarding profits,
income, or money which Affiliate Arena partner may obtain or generate from the items and/or from entering into this "Agreement"
and/or from marketing and/or promoting any version of this games, and/or form any other matter relating to this "Agreement"
and/or to the subject matter of this "Agreement". Any expression by Affiliate Arena in this regard is an expression of opinion
only and Affiliate Arena partner agrees understands and acknowledges that they have not been induced to, and/or persuaded
thereby to, enter into this "Agreement" and that Affiliate Arena partner has entered in to the Agreement of their own free
will and choice, without any force or duress, and only after thorough, complete, full, and thoughtful investigation and
after obtaining independent advice and counsel from their accountant, their attorney, and their financial advisors.
11. Assignment
This Agreement and rights and duties hereunder may not be assigned or transferred, either in whole or in any part by
Affiliate Arena partner without the express prior written consent of Affiliate Arena, which consent shall not be
unreasonably withheld.
12. Binding Effect
This Agreement and the provisions hereof shall be binding upon and inure to the benefit of the subsidiaries, Affiliate
Arena’s, officers, directors, employees, agents, families, heirs, beneficiaries, executors, administrators, personal
representatives, successors-in-interest and assigns of the respective parties hereto, and any entity which acquires
either of the respective parties hereto.
13. Severability
If it is determined by a court of competent jurisdiction that any provision contained in this Agreement is illegal or
unenforceable; such determination shall solely affect such illegal or unenforceable provision and shall not affect the
validity or enforceability of the remaining provisions of this Agreement.
14. Further Acts
Each party agrees to perform such further acts and to execute and deliver to the other party any and all further documents
which are required to carry out the purpose and intent of this Agreement or any of the provisions contained herein.
15. Notices
Except as otherwise provided herein, all notices, payments, or any other communications provided for herein shall be in
writing or emailed and shall be given by email or personal delivery, or by mail, certified or registered, postage prepaid,
return receipt requested, sent to the other party to this Agreement to whom it is given at the address set forth below, or
such other address as either party to this Agreement may direct by notice given in accordance with the provisions of this
Section. All notices shall be deemed effective upon personal delivery, or seven (7) days following deposit in the mail, or
three (3) days following delivery through electronic mail: Support@AffiliateArena.com
16 Dispute Resolution
16.1 Agreement to Submit to Binding Arbitration. Except as otherwise provided below, the parties agree to submit disputes
between them relating to this Agreement and its formation, breach, performance, interpretation and application to binding
arbitration as follows.
16.2Notice. Each party will provide written notice to the other party of any dispute within thirty days of the date when
the dispute first arises or occurs. If a party fails to provide such notice, recovery on the dispute will be barred.
16.3 Arbitration Rules. Arbitration will be conducted in Cyprus, pursuant to the Arbitration legislation then in effect in
Cyprus. Except as otherwise agreed, the arbitration shall be conducted by a single arbitrator. The arbitration award will
be final and binding and may be enforced in any court of competent jurisdiction.
16.4. Costs and Attorneys' Fees. Unless the arbitrator finds that exceptional circumstances require otherwise, the
arbitrator will grant the prevailing party in arbitration its costs of arbitration and reasonable attorneys' fees as
part of the arbitration award.
16.5. Exceptions. Neither party will be required to arbitrate any dispute relating to actual or threatened: (a)
unauthorized disclosure of Confidential Information; or (b) violation of Affiliate Arena's proprietary rights. Either
party will be entitled to receive in any court of competent jurisdiction injunctive or other equitable relief, in
addition to damages, including court costs and fees of attorneys and other professionals, to remedy any actual or
threatened violation of its rights with respect to which arbitration is not required hereunder.
17. Relationship of the Parties
This Agreement does not create a partnership or joint venture between the parties hereto and neither party shall have
the power or authority to obligate or bind the other in any manner whatsoever.
18 Entire Agreement
This Agreement supersedes all prior negotiations, understandings and agreements between the parties hereto concerning
the subject matter hereof. This Agreement may not be changed nor modified, nor may any provision hereof be waived,
except in a writing signed by the parties hereto.
19 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Cyprus.
20. Survival of Rights
Notwithstanding anything to the contrary contained in this Agreement, any obligations which remain executory after
expiration of this Agreement shall remain in full force and effect until discharged by performance and such rights
as pertain thereto shall remain in full force and effect until their expiration.
21. Headings
The headings used in connection with the paragraphs and subparagraphs of this Agreement are inserted only for purposes
of reference. Such headings shall be not deemed to govern, limit, modify or in any other manner affect the scope,
meaning or intent of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.