Legal Agreement

WagerLogic Affiliate Program

1. INTRODUCTION

The WagerLogic Affiliate Program is the name used for an affiliate program operated by Maharajah Gaming N.V. on behalf of the properties participating in the hereinafter-explained Affiliate Program.

Once accepted by you, these terms and conditions (the "Agreement") constitute a legally binding agreement between:

This Agreement contains the complete terms and conditions concerning your membership and participation in the WagerLogic Affiliate Program ("Affiliate Program"). You may become an affiliate of a property participating in Affiliate Program by satisfying the following: (i) agreeing to bound by the terms and conditions herein contained, (ii) agreeing to bound by the terms and conditions as established by the property you wish to affiliate with, (iii) opening an ECash Account with ECash Direct, (iv) establishing an unique user name and password, (v) setting up a tracking mechanism through WagerLogic Affiliate Program that will permit us to track user traffic that you have generated to the affiliated property; and (v) not being an employee or contractor or immediately family member of an employee or contractor or being a corporate entity that has any connections, whether direct or indirect, to an employee or contractor or immediate family member of an employee or contractor of WagerLogic, or any of its parent, subsidiary, affiliated and/or related companies.

If you have any queries or questions in relation to this Agreement or any other matter related thereto, you may contact us at affiliates@playershelp.com. In this Agreement a reference to us, we, our, is a reference to Maharajah Gaming N.V. and includes any of its parent, holding, subsidiary and operating companies.

BY CREATING A LINK TO A PROPERTY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT INCLUDING THE LIMITED WARRANTIES AND LIMITATIONS AND EXCLUSIONS OF LIABILITY CONTAINED IN IT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT UNDERTAKE THE STEPS DESCRIBED ABOVE AND DO NOT CREATE A LINK TO A PROPERTY PARTICIPATING IN THE AFFILIATE AGREEMENT.

2. OUR RIGHTS AND OBLIGATIONS

2.1 Register your Referrals
The term "Referred User" refers to a user who satisfies the following (i) is a new end user who originates from your web site, e-mail newsletter or other method, (ii) uses the link set up through the Affiliate Program site to connect to a property participating in the Affiliate Program and registers with that property, and as a result of registration with the property (iii) opens an ECash Account.

2.2 Track Customers' Play
We will track the Referred User's play and will make available periodic reports summarizing their activity. The form, content and frequency of the reports may vary from time to time. We will use commercially reasonable efforts to provide you with remote online access to reports of Referred User activity and the Referral Fees generated. You can get access to such reports through the Affiliate Program site at http://www.ireferrer.com/DP/00/index.ehtml.

2.3 Referral Fees
You will be entitled to earn fees in respect of Referred Users introduced by you ("Referral Fees"). Referral Fees shall be calculated using the percentage fee method, which is described as a continuous fee derived from the percentage of the monthly Net Win generated from Referred Users ("Percentage Fees"). "Net Win" is defined as the Referred User's losses from wagering, (less) Referred User's winnings (deducting incentive deposits) (including jackpot winnings up to $5,000).

If Net Win is in a negative position that negative amount will NOT be recovered from you and at the beginning of each month any negative position will be set at zero.

Percentage Fees will be credited to your ECash Account within the first seven working days of the month for activity from the previous month.

Referral Fees are based on our good faith calculation based on our statistics.

We reserve the right to modify our methods of calculating Referral Fees from time to time, as we deem necessary.

All payments of Referral Fees into your ECash Account will be made in the currency of your ECash Account.

All Affiliates that sign up from November 1st 2006 onwards will be subject to commission percentage changes where 0 new users are referred for extended periods of time.

All Affiliates that sign up from November 1st 2006 onwards will receive 0% commission for referring themselves as a user through their affiliate account.

This change will not affect any Affiliate that signed up before November 1st 2006.

3. YOUR RIGHTS AND OBLIGATIONS

3.1 Limitation on Advertising
You may create a link to a property participating in the Affiliate Program only in accordance with the rules and conditions established by that particular property and us. You shall not refer to a property participating in the Affiliate Program, ECash Direct, WagerLogic or us in any promotional materials. You shall not engage in spamming and must at all times practice "Netiquette", this includes any attempt to spam a user through the chat functionality in the Maharajah Club chat facility. You shall not earn Referral Fees from Referred Users generated in bad faith, or arising from unauthorized advertising or promotion. In the event that we determine that you have engaged in any form of unauthorized advertising or promotion, or engaged in any unlawful or bad faith activities (regardless of whether you had knowledge of the same), we reserve the right to take various actions including withholding Referral Fees and immediately terminating this Agreement. The use of domain names or any bid made by you to any Internet search engine, on keywords including, without limitation, Maharajah Club trademarks or words that are confusingly similar, shall be considered to be a breach of the good faith provisions contained in this clause 3.1.

3.2 WagerLogic Affiliate Program Guidelines
As part of Maharajah Gaming N.V.'s efforts to maintain the integrity of the Maharajah Club branded group of websites, all websites deemed a copy of any of the core properties including and not limited to the sites below will be asked to remove all suspect/plagiarized content:

As part of Google's SEO guidelines and keeping with Maharajah Club's online marketing strategy, any websites seen to be copying content from any of the core properties listed above will be given a written warning/notice to update their website so it no longer is seen as a copy of one of the brands above and appears to be a non-biased representation of the various Maharajah Club brands. A copy will be classed as having enough similar content to jeopardize Maharajah Club's sites in any one of the search engines and can be as little as 15% copied content.

Should the copy not be updated within 5 working days, your account will be suspended pending review of the situation.

Adhering to these rules will not only help prevent malicious activity on the Maharajah Club brand, but will also prevent any future attempt at plagiarizing the various Maharajah Club brand websites as well as help protect your website as an Affiliate of WagerLogic from any unwanted scrutiny from Google and the various other search engines who watch copied, plagiarized content quite closely.

We will also not tolerate any websites who are seen to be copying others in a similar manner as shown above and will deal with these accordingly.

3.3 Non-exclusive Arrangement
We hereby grant you the non-exclusive non-transferable right to direct users to properties participating in the Affiliate Program in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege. You shall have no claims or entitlement to Referral Fees or other compensation due to other persons, entities or web sites.

3.4 Not an Agency Relationship
Your participation in the Affiliate Program does not constitute an agency relationship and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. You have no authority to make or accept any offers, representations, warranties or covenants on our behalf or on behalf of the properties participating in the Affiliate Program or ECash Direct.

3.5 Approved Banners
You will only use approved banners and icons found on the Affiliate Program site and will not alter their appearance, except with our prior written approval. The appearance and syntax of the hypertext transfer link are designed and designated by us and constitute the only authorized and permitted representation of a partner participating in the Affiliate Program. You may not link to any property participating in the Affiliate Program in any way except as expressly permitted under this Agreement.

3.6 Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your web site and for all content that appears on your web site, including but not limited to ensuring that all content on your web site complies with all applicable laws. We shall not be liable for any loss or damage caused or suffered by anyone in connection with your activity, and we disclaim all liability for such loss or damage. Further, you agree to fully indemnify and hold us, ECash Direct and WagerLogic and the properties participating in the Affiliate Program harmless from all claims, damages, costs and expenses (including, without limitation, legal fees and expenses) relating to your activities.

3.7 Unsuitable Web Sites
WE MAY TERMINATE THIS AGREEMENT AND PREVENT ACCESS BY YOU AND YOUR USERS INCLUDING REFERRED USERS IF WE DETERMINE IN OUR SOLE DISCRETION THAT YOUR WEB SITE OR ACTIVITY IS UNSUITABLE.

Unsuitable sites include, but not limited to, those that: display child pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability or sexual orientation, promote illegal activities, violate intellectual property rights or promote abuse of internet casino games and promotions.

3.8 Permission to use Trademarks
We have the right to hereby grant you permission to use the trademarks of the properties participating in the Affiliate Program for the duration of this Agreement. You acknowledge that you are not receiving any interest in any trademark of a property participating in the Affiliate Program other than as stipulated in this Agreement. You shall not assert the invalidity, unenforceability, or contest the ownership of any trademark in any action or proceeding, and shall not take any action that may prejudice our or our licensor's rights in the said trademark, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

3.9 Confidential Information
During the term of this Agreement, you may be entrusted with confidential information relating to the business, operations, or underlying technology of a property participating in the Affiliate Program, ECash Direct, WagerLogic, us and/or the Affiliate Program. You agree not to disclose such confidential information to outside parties without our prior written consent, and you shall use such confidential information only to further the purposes of this Agreement. Your obligations with respect to such confidential information shall survive termination of this Agreement. You will procure that any of your employees or contractors to whom confidential information is disclosed (subject to prior consent) comply with these confidentiality obligations.

3.10 Intellectual Property
All intellectual property and other proprietary rights in any materials provided by us to you under this Agreement are the sole and exclusive property of us or our licensors. Nothing in this Agreement and your use of such materials or participation in the Affiliate Program shall result in your acquiring any ownership or other proprietary interest in, or to, any such rights. You agree that we are the sole and exclusive owners of any and all of the intellectual property and other proprietary rights in all data collected or generated under this Agreement (including but not limited to all data relating to Referred Users) and that we may use all such data in any manner we determine in our sole discretion.

3.11 Affiliates Registered in the USA
Affiliates registered in the USA are NOT permitted under any circumstances to wager with their affiliate accounts in the casino or poker room. Should this activity be found, their account will be suspended with all monies held while this is investigated.

4. TERM AND TERMINATION

The term of this Agreement will begin when you accept the terms of this Agreement and continue until either party notifies the other in writing that it wishes to terminate the Agreement for any reason, in which case this Agreement may be terminated immediately upon the sending of such notice. For purposes of notification of termination, the sending of an e-mail is considered a written and immediate form of notification.

Upon termination by either party:

You must immediately remove all banners/icons from your web site or other form of media and immediately disable all links from your web site to a property.

All rights and privileges given to you by this Agreement shall immediately terminate.

You will be entitled to unpaid Referral Fees, if any, earned by you up to and including the date of termination, provided that you have fulfilled your obligations under this Agreement. We may deduct any sum that you owe us from any unpaid Referral Fees prior to accounting to you for such unpaid Referral Fees.

You will not be entitled to Referral Fees earned after the date of termination.

We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. If a property continues to permit play from Referred Users after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.

You will return to us any Confidential Information, and all copies of it in your possession, custody and control.

You will cease all uses of any trade names, trademarks, service marks, logos and other designations of any property participating in the Affiliate Program, WagerLogic, and ECash Direct.

5. MODIFICATION

We may amend this Agreement, or modify any of the terms and conditions of this Agreement, at any time and in our sole discretion. Modifications may include changes to Referral Fee calculations or Affiliate Program rules. Any changes to this Agreement take effect from the date that the changes are uploaded to the WagerLogic Affiliate Program site at http://www.enduserterms.com/affiliates/00/maharajahclub.html. We will make reasonable efforts (in our discretion) to notify you of changes to this Agreement however you acknowledge that you have responsibility for regularly checking whether this Agreement has changed by frequently visiting the WagerLogic Affiliate Program site and making appropriate enquiries.

IF ANY MODIFICATION OF THIS AGREEMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING SUCH MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE OF SUCH MODIFICATION.

6. INDEMNITY

You shall defend, indemnify, and hold us, our partners and affiliates, WagerLogic and ECash Direct and our and their directors, officers, employees, and representatives harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses, including legal fees, resulting from, arising out of, or in any way connected with your participation in the Affiliate Program, any breach of this Agreement by you, your acts or omissions, or your use or misuse of the banners.

7. ECASH TERMS

We have an agreement with ECash Direct that allows ECash Direct to provide you with the ECash Services. As a condition of entering into this Agreement, you will install the ECash Software and you will be required to open an electronic cash account with ECash Direct (the "ECash Account"). Subject to the terms, conditions and restrictions contained in this Agreement, and subject to the payment of any requisite fees to ECash for use of the ECash Account (the "Fees"), ECash Direct permits you to access and use the ECash Software and the ECash Services only in accordance with this Agreement.

We reserve the right to instruct ECash Direct to (i) refuse any application for an ECash Account; (ii) to freeze funds in your ECash Account (which are subject to reclamation by us) depending on the conclusion reached by ECash Direct relating to any activity that ECash Direct determines to be illegal, deceptive or fraudulent; and/or (iii) to close any existing ECash Account at any time for any reason. If we elect to instruct ECash Direct to close your ECash Direct account, the balance subject to any amounts in dispute or review will be paid out to you.

Subject to the terms of this Agreement, you may use the ECash Services to transfer funds from your ECash Account to you ("Transfer Transaction").

You may instruct ECash Direct to conduct a Transfer Transaction transferring funds from your ECash Account by first providing ECash Direct (in writing or via email or through any other electronic process provided for in the ECash Software from time to time) with such information as ECash Direct may require from time to time. Except as expressly provided otherwise in this Agreement once you have instructed ECash Direct to conduct a Transfer Transaction (an "Authorised Transfer Transaction"), it may not be terminated or reversed by you. ECash Direct reserves the right to reverse an Authorised Transfer Transaction if in our sole discretion it is necessary to do so. If you or ECash Direct assert that any Transfer Transaction was made in error or without valid authorization, ECash Direct may, in its absolute discretion, reverse or adjust such Transfer Transaction.

We will have no liability whatsoever for any claims, damages or expenses which you or any third party may incur or suffer as a result of:

  1. the processing, reversal or adjustment of any Authorised Transfer Transaction;
  2. ECash Direct's failure or refusal to process, reverse, or adjust any Authorised Transfer Transaction;
  3. the withholding or reclamation of funds in your ECash Account due to deceptive activities as determined by ECash Direct, including but not limited to, you perpetration of fraud or unsuitable behaviour; or
  4. any delay (regardless of the cause) in the processing, reversal or adjustment of any Authorised Transfer Transaction.

Notwithstanding the provisions of this Clause, ECash Direct may, in its sole and absolute discretion, refuse to process any Transfer Transaction for any reason whatsoever or modify the means by which users of the ECash Service may effect a Transfer Transaction.

If you have multiple ECash Accounts they will be deemed to be a single ECash Account for the purposes of this Agreement. ECash Direct may in its sole and absolute discretion consolidate multiple ECash Accounts into a single ECash Account at any time or ECash Direct may, in its sole and absolute discretion, implement measures or take action against any one of your ECash accounts for issues that arise in or in connection with other ECash accounts associated with you.

Your ECash Account will be deemed to be inactive if you do not process a Transfer Transaction from your account in any continuous period of ninety (90) days. Once your ECash Account is deemed to be inactive, you agree to pay ECash Direct a monthly service fee of the then applicable fee (or the current balance of your account, if less) so long as a balance remains after which the account will be closed. You authorize ECash Direct to debit this fee from your ECash Account on the first day of the month following the day on which your ECash Account is deemed inactive, and on the first day of every subsequent month that your ECash Account remains inactive, until your ECash Account becomes active again or the balance of your ECash Account is nil.

ECash Direct may impose any restrictions upon your use of the ECash Services that it deems necessary, in its sole and absolute discretion, at any time and without prior notice. Such restrictions may include, but are not limited to:

  1. refusing to accept your ECash Account application for any reason whatsoever; and,
  2. closing your ECash Account at any time and for any reason whatsoever, provided that ECash Direct shall refund the balance in your ECash Account (subject to disputed amounts) and except as otherwise provided in this Agreement.

In consideration for the rights and privileges permitted in this Agreement, you provide us and ECash Direct with the following warranties, representations and covenants. You warrant, represent and covenant that:

  1. You will not use the ECash Services to engage in any activity which you know, or reasonably ought to know, will (or may) be illegal or deceptive.
  2. You will treat all funds in your ECash Account with the same care and security precautions as you would cash money.
  3. You will report any errors or unrecognized transactions ("Unrecognized Transactions") within thirty (30) days of the transaction date on your statement. You will discontinue using the ECash Services immediately upon discovering any Unrecognized Transactions. If you fail, neglect or refuse to report Unrecognized Transactions to ECash Direct within the thirty (30) day period and/or continue to use the ECash Services, this will be conclusive evidence that the Unrecognized Transactions are accurate and that you have deemed to have approved them.

You acknowledge that Your ECash Account is not a bank account and is therefore not insured, guaranteed, sponsored or otherwise protected by any deposit or banking insurance system or by any other similar insurance system of any other jurisdiction, including but not limited to the Local Jurisdiction.

DISCLAIMER AND LIMITATION OF LIABILITY
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM, THE REFERRAL FEES, THE BANNERS OR ICONS, NOR THE OPERATION, AVAILABILITY OR FUNCTIONALITY OF THE PROPERTIES PARTICIPATING IN THE AFFILIATE PROGRAM, INCLUDING, WITHOUT LIMITATION, THEIR FUNCTIONALITY, FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. ACCORDINGLY, WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE OPERATION OR FUNCTIONALITY OF PROPERTIES PARTICIPATING IN THE AFFILIATE PROGRAM, THE BANNERS OR ICONS. NOTHING IN THIS AGREEMENT SHALL LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE.

WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, NOTWITHSTANDING THAT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, OUR MAXIMUM LIABILITY ARISING UNDER THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL AMOUNT OF REFERRAL FEES PAID OR PAYABLE TO YOU IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE CLAIM ARISING.

NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO PROVIDE ANY RIGHTS, REMEDIES OR BENEFITS TO ANY PERSON OR ENTITY NOT A PARTY TO THIS AGREEMENT.

8. GENERAL PROVISIONS

8.1 Assignability and Enurement
You may not assign this Agreement to any third party without our prior written consent. Subject to that restriction, this Agreement will be binding on and inure to the benefit of, each parties respective successors and assigns. We may assign, transfer or novate any or all of our rights and obligations under this Agreement to any third party.

8.2 Non-Waiver
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement against you.

8.3 Force Majuere
We shall not be liable to you for any failure to comply with our obligations under this Agreement to the extent that such failure is beyond our reasonable control.

8.4 Remedies
Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more provision of this Agreement shall not preclude the exercise of any other provision. You acknowledge and agree in the event of your breach or threatened breach of this Agreement, we may enforce our rights by specific performance, injunction, or other equitable remedy.

8.5 Severability
If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability, without invalidating the remainder of this Agreement or any provision hereof.

8.6 Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, WARRANTY, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

8.7 Discrepancy with Server
If there is any discrepancy between any data displayed on-screen or otherwise accessible by you and the relevant data held in our computer servers then the data held on our servers is deemed to be the correct data and will prevail over any contrary data displayed or accessible by you and our determination shall be final and binding.

8.8 Disputes
In the event of a dispute between you and us in connection with this Agreement our determination shall be final and binding.

8.9 Notices
If we need to contact you or give you formal notice under this Agreement we will make such contact or give notice by any reasonable means in the circumstances based on the information that we hold about you or that you have provided us with. Such contact or notice may be by email, letter, fax, other electronic communication or otherwise. If we use the details that we hold on you to serve notice then you will be deemed to have received the notice immediately after we have sent it. You agree that you will immediately notify us if your contact details change.

8.10 Governing Law
This Agreement shall be governed by the laws of the Netherlands Antilles as are in force from time to time. By accepting this Agreement, you agree to submit to the exclusive jurisdiction of the location that we determine in our sole discretion in respect of any disputes arising out of, or connected with, this Agreement. Nothing in this paragraph shall prevent us from applying to the courts of any jurisdiction for such provisional or protective measures as are available under the laws of that jurisdiction.