Virgin Affiliates - Terms of Use

Virgin Games Affiliate Program Agreement

We are in the business of producing, marketing and promoting online gaming Services, which are accessed on the Internet through the use of a personal computer, modem and/or direct Internet access.

You wish to obtain from us and we agree to grant you, the non-exclusive right and licence to advertise, market and promote our Services and our Affiliate Program. We shall reimburse you for these promotional Services in accordance with the following terms and conditions.

Please read this Agreement carefully. We advise you to print and save a copy of this Agreement along with all correspondence from our Affiliate Program.

You should not apply to our Affiliate Program if you do not agree with the following terms and conditions. If you have any queries about the content of this Agreement, please email us at affiliates@virgingames.com.

This Agreement shall govern our relationship with you in relation to our Affiliate Program and modifies, replaces and supersedes any previous version of this Agreement.

1. General

The following terms and conditions of use, the application form provided, and any other additional terms we provide to you via email or on our Site(s) (the "Agreement") contain the full terms and conditions that apply to your participation in our Affiliate Program. We reserve the right to modify this Agreement at any time and your participation in our Affiliate Program is deemed acceptance of this Agreement and any modifications to it. Please ensure that you check our Site(s) regularly for any modification or updates to this Agreement. This Agreement modifies, replaces and supersedes any previous version. In the event that there is a conflict between this Agreement and any other additional terms, this Agreement shall take precedence unless such additional terms expressly reference variation to this Agreement.

2. Definitions

Where used in this Agreement, references to:

"you" "your", "You", "Affiliate" mean the individual or entity which applied as the Affiliate account holder and/or as the beneficiary of the Referral Percentage.

"We", "Our", "Us", means Virgin.com Limited t/a Virgin Games and using the brand name Virgin Games.

"Player(s)", "User(s)", "Customer(s)" means any person referred to us who has not held a Player Account with us before.

"Our Service(s)" means any product or service provided to Players on our Site(s).

"Site(s)" means the Website, gaming platform, and any other online Site(s) or platform which is owned, operated or controlled by or on behalf of us.

"Affiliate Program" means the affiliate program offered by us pursuant to this Agreement.

"Promotion Rights" mean the non-exclusive, non-transferable right and licence to advertise market and promote our Services.

"Fraud" means traffic and financial transactions generated on our Services through illegal means or any other action committed in bad faith to defraud us, as determined by us in our sole discretion.

"Marketing Materials" means banners, text links and any other marketing materials, which are made available by us, that you may use to refer Players to our Services.

"Referral Percentage" is the amount due and payable to you, as calculated based solely on our system's data and in accordance with the terms of this Agreement.

"Net Revenue " is calculated as the net profit attributable to a Virgin Casino or Virgin Bingo Player, less any credits, bonus or promotional amounts given, operation fees, processing charges, charge backs, and any other deductions we are entitled to make in respect of that Player.

"Net Rake" is calculated as the gross rake attributable to a Virgin Poker Player, less any credits, bonus or promotional amounts given, processing charges, licensing fees, charge backs, and any other deductions we are entitled to make in respect of that Player. Moreover, a Player's contribution to the "rakes" shall be determined as the number obtained when dividing the actual amount of each rake to which the Player had contributed divided by the total number of players at the table at the start of the hand.

"Charge back" is a payment dispute initiated by a cardholder with their credit card issuing bank. The amount of the disputed transaction is immediately withdrawn from the merchant's bank account.

"Commission Scheme" means the payment plan you have accepted for revenue stream generated from Players you refer to us.

"Spam" means unsolicited e-mail of a commercial nature, sent indiscriminately to multiple mailing lists, individuals, or newsgroups.

"Tracking Code" means the unique affiliate tracking code that we provide exclusively to you, through which we track your referred and new Players' activities and calculate the Affiliate Commission.

3. Interpretation

In this Agreement (except where the context otherwise requires):

(i) The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.

(ii) Any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists).

(iii) Any reference to a statute, statutory provision, ordinance, subordinate legislation, code or guideline ("legislation") is a reference to that legislation and all other subordinate legislation made under the relevant legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation.

4. Grant of promotion and distribution licence

We grant you the Promotion Rights in accordance with this Agreement. All other rights and licences not expressly granted to you are reserved by us.

5. Our obligations

5.1. We shall retain the right to provide our Services and operate our Affiliate Program in any form we deem appropriate. We retain the right to change or cancel any part of our Services, at any time and in any manner we deem appropriate and may make alterations to our Affiliate Program without prior notice to you. However, any strategic change of policy, such as the cancellation of any part of our Services at any time, shall be made with prior notice to you. If we wish to cancel any Promotion Rights because of any failure or breach of this Agreement by you, we shall give you notice of this fact in order to give you the opportunity to cure any such breach. Cancellation shall be effective seven (7) days after notice of cancellation to you unless the breaches have been cured and/or other terms have been agreed between us within this seven (7) day period.

5.2. Notwithstanding the terms of this Agreement, we shall not be held responsible or liable for any loss of income, or loss of the ability to produce income, incurred by you even if such losses should arise from our inability to deliver the Services and/or operate our Affiliate Program for any reason whatsoever, whether we are at fault or whether a third party is at fault.

6. Your obligations

6.1. You shall use reasonable endeavours to actively and effectively advertise, market and promote our Services and our Affiliate Program as widely as possible so as to maximise the benefit to both of us. You acknowledge and agree that Users that utilise the facilities and Services we provide, and all information relating to such Users, shall remain our property at all times. You will not during the Term of this Agreement or after its termination assert any proprietary rights over such information.

6.2. You shall engage only in advertising, marketing and promotional efforts which do not violate any law, and which reflect positively upon our business reputation. In particular, you agree to market our Services and our Affiliate Program in a manner that is consistent with the content and style of our Services. We shall have the right to review and approve the manner and methods of advertising, marketing and promotion you intend to use in connection with our Services and our Affiliate Program prior to you doing so. Our approval shall not be unreasonably withheld or delayed.

6.3. Our approval may be withheld if we consider in our sole discretion that your proposed activities would tend to impair or harm our goodwill and business reputation and/or would or might expose us to any legal liability.

6.4. Notwithstanding any approval that we give, we shall under no circumstances be held liable for your advertising, marketing and promotional efforts in respect of the Services.

6.5. You shall bear all costs of and expenses incurred in connection with the advertising, marketing and promotion of our Services and/or our Affiliate Program.

7. Application and enrolment

7.1. To become an Affiliate you must submit a completed application form accessed from the Site(s) or requested by email. We will evaluate your application and notify you of acceptance or otherwise.

7.2. You shall provide accurate and complete information to us when completing the application form and promptly update such information if all or any part of it changes. You shall also provide us with such other information as we may reasonably request from time to time.

7.3. We may reject your application if we determine in our sole discretion that your website is not suitable for the our Affiliate Program for any reason, including but not limited to: inclusion of content on your website that we consider is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable. By way of example only, this may include:

sexually explicit, pornographic or obscene content (whether in text or graphics);
speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libellous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise);
graphic violence;
politically sensitive or controversial issues or
any unlawful behaviour or conduct.

7.4. We shall reject your application if:

your website is designed to appeal to minors;
your website infringes or appears to infringe any intellectual property rights;
your website does not match the website design, architecture, content or target standards we require of our revenue share Affiliates. Such standards exclude, for example: confusing navigation, heavy loading, design inconsistencies, lack of/scarce use of written/editorial content, low traffic ratings or non gaming targeted traffic (we may advise you to apply to our CPA network partner instead);
your website is under construction;
your website is hosted in a jurisdiction where online gaming advertising is prohibited by law; or
you are already a registered Affiliate on our Affiliate Program.

8. Commissions

8.1. Casino commission
Your compensation ("Referral Percentage") shall be defined as the compensation due to you based on a percentage of Net Revenue generated by the Players who have been identified as having used our Services as a result of having first been referred to our Services by you. The referral percentage on Net Revenue generated by the Players referred to our Services by you is detailed below:

Monthly Net Revenue	Commission
from £0 to £25,000	30%
from £25,001 to £50,000	35%
from £50,001+	40%

For example, if the Monthly Net Revenue generated by your Players is £60,000, you will receive:
£25,000 @ 30% = £7500
£25,000 @ 35% = £8750
£10,000 @ 40% = £4000
Total = £7500 + £8750 + £4000 = £20,250

8.2. Poker commission
Your compensation ("Referral Percentage") shall be defined as the compensation due to you based on a percentage of Net Rake generated by the Players who have been identified as having used our Services as a result of having first been referred to our Services by you. The referral percentage is up to 40% of Net Rake generated by the Players referred to our Services by you:

Monthly Net Rake	Commission
from £0 to £2,500	30%
from £2,501 to £5,000	35%
from £5,001+	40%

As an example, if the Monthly Net Rake generated by your Players is £6,000, you will receive:
£2,500 @ 30% = £750
£2,500 @ 35% = £875
£1,000 @ 40% = £400
Total commission = £,7500 + £8,750 + £4000 = £2,025

8.3. Bingo commission
Your compensation ("Referral Percentage") shall be defined as the compensation due to you based on a percentage of Net Revenue generated by the Players who have been identified as having used our Services as a result of having first been referred to our Services by you. The referral percentage on Net Revenue generated by the Players referred to our Services by you is detailed below:

Monthly Net Revenue	Commission
from £0 to £5,000	30%
from £5,001 to £10,000	35%
from £10,001 +	40%

For example, if the Monthly Net Revenue generated by your Virgin Bingo players is £20,000, you will receive:
£5,000 @ 30% = £1,500
£5,000 @ 35% = £1,750
£10,000 @ 40% = £4,000
Total = £1,500 + £1,750 + £4,000 = £7,250

8.4. In the event that you carry a negative commission balance at the end of a month, your negative balance will be reset to zero at the beginning of the following month. However, if the negative balance is a result of a chargeback adjustment, it will be carried over until this negative amount is cancelled out by positive earnings.

8.5. We shall pay you your Referral Percentage each month one-month in arrears. Payment shall be made between the first and the fifteenth day of each month. UK affiliate payments: If the Referral Percentage for any one month is less than £50, we shall pay that amount to you when the accumulated amount is greater than £50, except for gaming credits payments. Non UK affiliate payments: If the Referral Percentage for any one month is less than £150, we shall pay that amount to you when the accumulated amount is greater than £150, except for gaming credits and Neteller payments. If the balance carried over remains below the relevant payment limit for a period of six (6) consecutive months, we reserve the right to terminate the Agreement and the final balance amount (less transaction charges, if applies) will serve as a final payment upon termination. Our tracking system shall be the sole method for determining the basis of the calculation of the Referral Percentage. In the absence of manifest error, our calculations shall be binding on you. The available payment options for commission payments are currently Neteller, bank transfer and Virgin Casino/Virgin Bingo gaming credits. Neteller affiliate commission payments can only be made in Euro (EUR) and are not available to US based affiliates.

8.6. We shall have the right to withhold any and all payments to you if you are in breach of this Agreement.

9. Term and Termination

9.1 This Agreement shall take effect when you indicate your acceptance of its terms on the Affiliate application form and shall continue until terminated in accordance with the terms of this Agreement.

9.2 You may terminate this Agreement, with or without cause, upon 7 days notice to us which you should send by email to: affiliates@virgingames.com

9.3 We may terminate this Agreement, with or without cause at any time, upon written notice to you, which we may send by email to such email address as you have provided to us. We have the right to cancel Promotion Rights with immediate effect if you are in material breach of this Agreement. Such breach includes, but is not limited to, situations when you engage in advertising, marketing, distribution and promotional efforts that would tend to impair or harm our goodwill and business reputation and/or would or might expose us to any legal liability. In the event we cancel your Promotion Rights, we shall be entitled to disable your tracking code(s) with immediate effect.

The following consequences of termination will apply where we terminate this Agreement:

You shall stop promoting our Services and all rights and licences given to you under this Agreement will terminate immediately.
You shall return to us any and all materials, over which we have a proprietary right, that are in your possession or control and/or including the possession or control of your agents, servants, directors, employees or sub-contractors over which you have control. You shall also immediately remove any hyperlinks and materials, over which we have a proprietary right, from your website(s) and/or the websites of your agents over which you have control.
Provided that we have paid or do pay to you such sums as are properly due and owing at the date of termination which shall be subject to any rights we have to make deductions whether under this Agreement or otherwise, we shall have no further liability to pay you any further sums.
Clauses 22 - 34 inclusive and all other clauses which are capable of, or by implication are intended to survive termination of this Agreement, shall survive such termination.
Users that utilise the facilities and Services we provide, and all information relating to such Users, shall remain our property at all times.

10. Account Statements

10.1. All payments to you shall be made in accordance with clause 8.5 above. Payment shall be accompanied by a written statement that specifies the calculation of the sum to be paid to you. In addition, statements may be adjusted by us from time to time to reflect overpayments, customer chargebacks and/or credits or underpayments.

10.2. You shall have the ability to monitor the Referral Percentage and payments in real time on a secure website through the use of an online monitoring system.

12. Marketing Activities and Responsibilities.

You agree not to:

promote us in any manner that may confuse potential players;
promote us in any manner that could potentially cause any player confusion as to our relationship with you or any third party;
violate the terms of use and/or any applicable policies of any search engines;
modify the marketing material provided for the promotion of our Services once approved by us;
unless otherwise agreed, attempt to communicate with our players or attempt to solicit them, including but not limited to via email, message boards, blogs; and
promote us through any online and/or offline channel that we use to market our Services without our prior written approval.

13. Customised Material

Any CD and/or customized promotional material provided to you for the purpose of advertising our Services will be at your cost and shall be deducted from your Percentage Referral. Any such deduction shall appear on your statement.

14. Fraud Limitations

We reserve the right to remove and/or discount referred Players or Net Revenue amounts from your Affiliate account, or reject the applications of new referred Players so as to protect our operations from Fraud. We also reserve the right to refuse or terminate the provision of our Services to any potential or existing referred Player, at any time, and in our sole discretion. For the avoidance of doubt, any such data relating to your referred Players shall remain our exclusive property.

15. Usage Restrictions

You, your directors, employees, consultants, contractors and agents, and their relatives and friends shall not register as a Player on our Services or contribute to any player account (directly or indirectly) through your own Affiliate account, unless specifically authorised to do so by us. Any breach of this restriction shall be considered Fraud.

16. Spam

If we are aware or reasonably believe that you are using any form of Spam, we shall be entitled to close your account and withhold the Referral Percentage (or any portion of it) that might otherwise be due to you. Immediately on demand from us, you must pay any costs or expenses that we incur in dealing with any Spam which we are aware or reasonably believe emanates from you. Suspected spam should be reported to this address: spamreport@virgincasino.com

17. Press

You agree not to issue any press release or other communication to the public with respect to this Agreement, your participation in the Affiliate Program or the Virgin Games brands or logos (or any brands or logos of any other Virgin Group company) without our prior written consent, except as required by law or by any legal or regulatory authority.

18. Good Faith and Compliance with Applicable Laws

You agree not to knowingly benefit from traffic that you know or suspect is not generated using accepted Internet marketing practices whether or not it causes us harm. You acknowledge that the promoting or soliciting of bets is subject to legal restrictions or prohibition in some countries. You have made your own enquiries as to the legality or otherwise of participating in the Affiliate Program in any particular jurisdiction and hereby expressly agree to comply with any applicable laws relating to the participation in online gaming and not to promote our services exclusively to jurisdictions where it is not legal for residents to access internet gaming, deposit funds or play at an online casino, an online bingo or an online poker room.

Cash player registrations from the following countries are not accepted by Virgin Casino: Afghanistan, Albania, Algeria, Angola, Armenia, Ashmore And Cartier Islands, Australia, Austria, Azerbaijan, Bassas Da India, Belarus, Bosnia And Herzegovina, Burma, Burundi, Cambodia, Canada, China, Clipperton Island, Colombia, Cook Islands, Coral Sea Islands, Croatia, Cuba, Czech Republic, Czechoslovakia, Dominica, East Timor, Ecuador, Egypt, Eritrea, Ethiopia, Europa Island, Fiji, France, Metropolitan, French Guyana, Gaza Strip, Georgia, Germany,Ghana, Glorioso Islands, Grenada, Guam, Guatemala, Guernsey, Guinea-Bissau, Guyana, Haiti, Hong Kong, Hungary, Indonesia, Islamic Republic Of Iran, Iraq, Iraq-Saudi Arabia Neutral Zone, Italy, Jan Mayen, Jersey, Juan De Nova Island, Kazakhstan, Kenya, Korea, Democratic People's Republic Of, Korea, Republic Of, Kyrgyzstan, Lao People's Democratic Republic, Latvia, Lebanon, Liberia, Libyan Arab Jamahiriya, Macau, Macedonia, The Former Yugoslav Republic, Malawi, Marshall Islands, Micronesia, Federated States Of, Moldova, Republic Of, Mongolia, Montenegro, Mozambique, Myanmar, Nauru, Netherlands, Niger, Nigeria, Niue, Pakistan, Papua New Guinea, Paracel Islands, Philippines, Romania, Russian Federation, Rwanda, Saint Kitts And Nevis, Saint Vincent And The Grenadines, Serbia, Sierra Leone, Slovakia, Slovenia, Somalia, Spartly Islands, St. Christopher And Nevis, Sudan, Surinam, Syrian Arab Republic, Tajikistan, Thailand, Tromelin Island, Turkmenistan, Uganda, Ukraine, United States, United States Minor Outlying Islands, Uzbekistan, Vietnam, US Virgin Islands, West Bank, Yemen, Yemen (Aden), Yemen (Sanaa), Yugoslavia, Zaire, Zimbabwe.

Cash Player registrations from the following countries are not accepted by Virgin Poker: Afghanistan, Albania, Algeria, Angola, Australia, Austria, Belgium, Bosnia Herzegovina, Burundi, Cambodia, China, Colombia, Cook Islands, Croatia, Cuba, Czech Republic, Dominica, Ecuador, Egypt, Ethiopia, Fiji, French Guyana, Germany, Ghana, Grenada, Guam, Guatemala, Guinea-Bissau, Guyana, Haiti, Hong Kong, Hungary, Indonesia, Iran (Islamic Republic Of), Iraq, Israel, Kenya, Korea (North), Korea (South), Lao p.d.r., Latvia, Lebanon, Liberia, Libyan Arab Jamahiri, Macau, Malawi, Marshall Islands, Micronesia, Mongolia, Mozambique, Myanmar, Nauru, Netherlands, Niger, Nigeria, Niue, Pakistan, Papua New Guinea, Philippines, Romania, Rwanda, Saint Kitts & Nevis, Serbia and Montenegro, Sierra Leone, Slovakia, Slovenia, Somalia, St Vincent & Grenadine, Sudan, Surinam, Sweden, Syrian Arab Republic, Turkey, Thailand, Uganda, Us Minor Islands, USA, Vietnam, US Virgin Islands, Republic of Yemen, Zimbabwe.

Cash player registrations from the following countries are not accepted by Virgin Bingo: Afghanistan, Antigua & Barbuda, Albania, Armenia, Netherlands Antilles, Angola, Azerbaijan, Bosnia Herzegovina, Bulgaria, Bermuda, Bahamas, Belarus, Costa Rica, Czech Republic, Djibouti, Algeria, Georgia, Germany, Gibraltar, Croatia, Indonesia, Israel, Kyrgyzstan, Cayman Islands, Kazakhstan, Lebanon, Lithuania, Morocco, Moldova Republic of, Marshall Islands, Macau, Northern Mariana Island, Norfolk Island, Nigeria Neutral Zone, Pakistan, Puerto Rico, Romania, Rwanda, St. Helena, Slovenia, Slovakia, Sierra Leone, Russia, Thailand, Tajikistan, Turkmenistan, Ukraine, United States of America, US Minor Islands, Uzbekistan, Yugoslavia.

In addition, you must at all times comply with all applicable laws relating to the subject matter of this Agreement, including but not limited to data protection, online marketing, e-commerce, gaming and licensing.

19. Independent Investigation

You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if so desired, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

20. Exclusivity

You agree, understand and acknowledge that we may enter into agreements of this type with third parties to promote our Services or a similar version thereof. We may re-direct traffic and Users to any other online website in our sole discretion, without any additional compensation to you.

21. Intellectual Property

21.1 Virgin Enterprises Limited ("VEL") owns all intellectual property rights in the VIRGIN brand, which includes its associated logos, domain names and trade marks. We use the VIRGIN brand under licence from VEL. We consent to your use of the VIRGIN brand solely in the links on your website which are placed for the purposes of promoting our Services during the term of this Agreement. You shall not: (i) register or attempt to register any domain names or trade marks that contain the name VIRGIN or anything confusingly similar to it; [(ii) imitate the look-and-feel of our website or a website of any other Virgin group company, including without limitation, by use of the well-known red Virgin livery; (iii) run search engines PPC campaigns bidding on keywords that contain or are confusingly similar to the name VIRGIN, VIRGIN GAMES or any other related brands or trade marks.

21.2 Subject to clause 21.1, we own the intellectual property rights in the Marketing Materials and our Services. You shall not: (i) alter, modify or change the Marketing Materials in any way whatsoever, save as approved by us in our absolute discretion; (ii) use the Marketing Materials for purposes other than promoting our Services pursuant to this Agreement.

21.3 Nothing in this Agreement shall be construed as giving you any right, title or interest in the name VIRGIN or any other related brands, logos, domain names or trade marks of VEL or any other Virgin group company.

22. Rake-back/cash-back

As a Virgin Games affiliate you are allowed to run rake-back/cash-back schemes, as long as such schemes are organized, managed and funded by you. All we will do is pay your monthly commission whenever applies. We advise all affiliates wishing to take this approach to clearly state Virgin Games's position on player rake-back, so as to avoid any possible confusion.

Rake-back/cash-back affiliates must abide by the rules below:

You must ensure that all the information needed to run your rake-back/cash-back scheme is made available to you. Under no circumstances will we provide you with personal information and contact details for your referred players.
We will not credit rake-back/cash-back on your referred player's accounts. It is your responsibility to implement payment systems for your referred players.
Our Poker revenue-share model offers up to 40% on net rake, and it's up to you to decide what share of your commission you want to offer to your referred players in the form of rake-back payments, provided it is no higher than 30% (Boss Poker network rule).

23. Limitation of Liability

We shall not be liable to you (or to any person claiming rights derived from you) for any incidental, indirect, consequential, special, punitive or exemplary damages of any kind, including loss of revenue or profits, loss of business, or loss of data arising out of or in connection with this Agreement regardless of whether we have been advised of the same, had other reason to know, or in fact knew of the possibility of such damage. Our total liability arising out of or in connection with this Agreement shall not exceed the total Referral Percentage paid or payable by us to you in any twelve (12) month period pursuant to this Agreement.

24. Disclaimers

We make no express or implied warranties or representations with respect to our Affiliate Program, our Services or the Site(s) including without limitation warranties of fitness, satisfactory quality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our Site(s) will be uninterrupted or error-free and shall not be liable for the consequences of any interruptions or errors.

25. Confidentiality and Non-Disclosure

As part of your participation in our Affiliate Program we may disclose to you certain information which is by its nature confidential. You must treat all such information as strictly confidential and secret and shall not use it, directly or indirectly, for your own business purposes or for any other purpose except pursuant to this Agreement unless with our prior written consent or such information is generally known or available to the public or if the same is required by law or legal process.

26. Representations and Warranties

You hereby represent and warrants that:

this Agreement has been duly and validly executed by you and that it constitutes a legally valid and binding obligation, enforceable against you in accordance with its terms;
the execution, delivery and performance by you of this Agreement will not conflict with or infringe any provision of law, rule, regulation or agreement to which you are party; and
you are operated by an adult of at least 18 years of age.

You further warrant that you have evaluated the laws relating to this Agreement and the activities it envisages and that you are satisfied that you can enter this Agreement and fulfil your obligations without violating any applicable law.

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27. Indemnification

You hereby agree to indemnify, defend and hold us harmless (including our shareholders, officers, directors, employees, agents, successors and assigns) from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and disbursements) of any nature whatsoever incurred or suffered by us in so far as such losses (or actions in respect thereof) arise out of or are based on (i) any breach of this Agreement by you; (ii) any claim related to the development, operation, maintenance, and contents of your website (including that of any agent) or any materials, products or services linked to it; or iii) any claim related to your advertising, marketing or promotional efforts pursuant to this Agreement.

28. Assignment and Dealing

This Agreement and all our rights and obligations under it may be assigned, transferred, novated or otherwise dealt with by us and shall inure to the benefit of our successors and assigns and you shall (at our expense) do all things necessary to facilitate such assignment, transfer, novation or dealing. You shall not assign, transfer or otherwise deal with any of your rights under this Agreement without our prior written consent which we may withhold in our absolute discretion.

29. No Partnership or Agency

You acknowledge that we are independent contractors. Nothing in this Agreement shall be construed as making us partners or joint venturers or render either of us liable for any of the debts or obligations of the other. You shall in no way be considered as being our agent or representative in any dealings you may have with any third party. You shall not act for or make any representation on our behalf in any such dealings nor represent yourself as being our partner, agent or representative and shall have no power to contract on our behalf.

30. Waiver

No failure, delay or indulgence on the part of either of us in exercising any power or right under this Agreement shall operate as a waiver of such power or right. No single or partial exercise of any power or right by either of us shall preclude any other or further exercise of any other power or right under this Agreement.

31. Fraud Limitations

32. Entire Agreement and Modification

This Agreement constitutes the entire agreement between us and supersedes all prior agreements between us relating to the subject matter of this Agreement. Each of us waives any right it may have to rescind this Agreement for the breach of any warranty or representation not included in this Agreement unless such representation or warranty was made fraudulently. No variation, modification, alteration or waiver of any of the provisions of this Agreement shall be binding unless evidenced in writing and signed by a duly authorised director or employee of both of us.

33. Severability

If at any time any provisions of this Agreement are held invalid, illegal or unenforceable in any respect by any court under any law they shall be deleted from the Agreement and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

34. Language

In case of any discrepancy between the meanings of any translated version(s) of this Agreement, the meaning of the English Language version shall prevail.

35. Law and Jurisdiction

This Agreement shall be governed and construed in all respects in accordance with English law and shall take effect as an agreement made in England. The parties hereby submit to the exclusive jurisdiction of the Courts of England. Nothing in this clause shall prevent either party from applying to any appropriate court for any injunction or other like remedy to restrain the other party or any third party from committing any breach or anticipated breach of this Agreement and for consequential relief.

Our mission is to create and maintain a fair and rewarding gaming affiliate partnership. If you have any questions or concerns about this Agreement, please email us at affiliates@virgingames.com