Tower Affiliates Agreement

THIS AGREEMENT is between TowerGaming.com (hereinafter referred to as the 'Operator'), and you (hereinafter referred to as the 'Affiliate').

WHEREAS, the Operator and the Affiliate desire to enter into an Agreement on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the promises and the mutual Agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

I. The Program

This Agreement contains the complete terms and conditions that apply to Tower Affiliates (hereinafter referred to as the 'Program').

II. Program Enrollment

The Affiliate hereby agrees to the terms and conditions herein, by filling-in the Affiliate Application Form located at www.TowerAffiliates.com. The Operator promises to evaluate the Affiliate in good faith and will notify the Affiliate of its acceptance or rejection. The Operator may reject the Affiliate if the Operator determines, in its sole discretion, that the Affiliate is unsuitable for the Program. An Affiliate may be rejected for any, but not limited to, the following reasons: (i) the Affiliate does not provide a valid and truthful Affiliate Application; (ii) the Affiliate violates any local, state/provincial, or federal law, regulation, rule or treaty; (iii) the Affiliate is involved in tortuous conduct such as posting defamatory, libelous, scandalous, or private information about a person or company without their consent, intentionally inflicting emotional distress; (iv) the Affiliate violates trademark, copyright, or other intellectual property rights; (v) the Affiliate promotes discrimination based on race, sex, age, nationality, religion, disability, sexual orientation, or otherwise; (vi) the Affiliate promotes violence, or adult oriented material featuring nudity and acts of a sexual nature in text or in graphic; or (vii) the Affiliate promotes or uses any form of SPAM or unsolicited commercial e-mail. Upon acceptance, the Operator reserves the right to terminate this Agreement at any time, in its sole discretion, that the Affiliate is unsuitable for the Program. (viii) Affiliates may not promote Rake Back or any variation of the term Rake Back or insinuate that SITES offer Rake Back.

III. Protection of Minors

In conformity with the Kahnawake Gaming Commission and Lotteries & Gaming Authority of Malta, the Operator does not allow anyone under the age of 18 to register with or play on their site. The Operator’s site is not designed to attract children or adolescents, and measures have been taken to block underage persons from registering. Therefore, The Operator may reject the Affiliate if the Operator determines, in its sole discretion that your site is designed to appeal to minors.

IV. Independent Investigation

The Operator acknowledges that the Affiliate has read this Agreement and agrees to all its terms and conditions. The Affiliate understands that the Operator may at any time (directly or indirectly) solicit Customer referrals on terms that may differ from those contained in this Agreement or operate Websites that are similar to or compete with the Affiliate's Website. The Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee, or statements other than as set forth in this Agreement.

V. The Operator's Responsibilities

The Operator agrees to be responsible for the development, operation, and maintenance of their Website and for all materials that appear on their Website. The Operator will be responsible for: (i) providing all information, including link materials, to allow the Affiliate to make appropriate links to the Operator's Website; (ii) Customer registrations, order processing, paying transaction fees, and all related Customer service; (iii) tracking each referred Customer's deposits, bets, and revenue. The Operator reserves the right to refuse Customers and/or terminate a Customer at any time, in its sole discretion, in compliance with its own operating policies and procedures. The Affiliate cannot copy or resemble the look and feel of the Operator’s site, nor create the impression your site is the Tower Gaming site. The Affiliate, due to US legislation, will not promote Tower Gaming to customers in US territories under this Agreement.

VI. The Affiliate's Responsibilities

The Affiliate agrees to be responsible for the development, marketing, and maintenance of their Website and for all content that appears on their Website and in offline promotions. The Affiliate will be responsible for: (i) the technical operations of their Website, including all related hardware and software; (ii) the marketing and advertising of their Website, including all costs to promote the Operator's brands using offline promotions; (iii) ensuring that all promotional materials, online and offline, do not violate or infringe upon the rights of any third party; (iv) ensuring that all promotional materials, online or offline, use the correct tracking code and are kept up to date; (vi) ensuring that all keyword bids do not use the 'Tower' trademark in the title, description, or link; (v) and ensuring that all e-mail campaigns comply with the Federal Trade Commission's CANSpam Act. The Operator disclaims all liability for these matters and the Affiliate agrees to indemnify and hold harmless the Operator from all claims, damages, and expenses relating to the development, marketing, and maintenance of the Affiliate's Website and offline promotions.

VII. Assignment

This Agreement and the rights and obligations, in its entirety hereunder, may not be assigned or sold by the Affiliate without the prior written consent of the Operator.

VIII. Relationship Of The Parties

The Operator and the Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or representations on the Operator's behalf. The Affiliate will not make any statement, whether on the Affiliate's Website or otherwise, that would reasonably contradict anything in this section.

IX. Non-Disclosure

Except as otherwise provided in this Agreement, the Affiliate agrees that all information, including the terms of this Agreement, business and financial information, Customer lists, databases, sales and marketing information concerning the Operator, and their respective Affiliates or contacts, shall remain strictly confidential and secret, except for any such information that is generally known or available to the public. The Affiliate agrees not to disclose, in a public forum or otherwise, any statistics relating to the Program's performance, which is provided to the Affiliate by the Operator. This provision shall survive the termination of this Agreement by either party.

X. Limited Usage

The Operator grants the Affiliate the non-exclusive, non-transferable, revocable right to use only the Operator's marketing materials for the purpose of identifying the Affiliate as a Program participant and to assist in referring Customers through the Program. The Operator reserves all trademark, copyright, and intellectual property rights of its logos, trade names, images, ad copy, text, and similar identifying material. Under no circumstances may the Affiliate modify, change, or alter these materials without the Operator's expressed written permission. The use of any marketing tools provided by the Operator on any site other than the one identified in the Application Form is strictly prohibited. The Affiliate can register additional sites with the Operator, but the additional site(s) must meet the terms set out in this Agreement.

XI. Term

The term of this Agreement will begin upon the Operator's acceptance of the Affiliate and will end when terminated by either party. The Operator may terminate this Agreement, at any time, if the Affiliate fails to comply with this Agreement or if the Affiliate fails to refer a minimum of one (1) depositing Customer in any 6 month term. Upon termination, the Operator agrees to pay the balance of all commissions owed to the Affiliate for all activity previous to the termination and will communicate the termination of the Agreement to the Affiliate. The Affiliate may terminate this Agreement, at any time and for any reason, by giving the Operator a Notice of Termination. Upon termination, the Affiliate agrees to forgo all future commissions and immediately cease using, and remove from their Website, all link materials, trademarks, logos, and all other materials that the Operator may have provided the Affiliate to use in connection with the Program.

XII. Modification

The Operator may modify any of the terms and conditions in this Agreement at any time in their sole discretion, by posting a Notice of Change. Modifications may include, for example, changes in the scope of available referral commission, payment procedures, and Program rules. The Affiliate may terminate this Agreement at any time if they do not agree to these modifications. The Affiliate's continued participation in the Program following a Notice of Change will constitute binding acceptance of the change. Due to the above, the Operator recommends the Affiliate visit the site on a regular basis and review any changes made to the Program.

XIII. Referral Commissions

A. Tiered Revenue Share - is a revenue sharing model where the Affiliate is paid an escalating percentage of the bi-monthly Net Gaming Revenue (NGR), referred by the Affiliate.

Each month your affiliate commissions start at 20%, and are automatically increased to 25% with one First Time Deposit. From here you can earn up to 35% commission based on Net Gaming Revenue generated by your players each month. The commission level you reach will be reflected on your earnings for the entire payment period.

If the NGR for a month is negative, which can occur when your total player winnings are greater than their losses, it will not be carried forward to the next month and the Affiliate will not have to repay the Operator the balance.

B. Second Tier Commission - The Operator agrees to pay the Affiliate 15% of the referred Affiliate's commission for the lifetime of that referred Affiliate, as a result of a direct Customer referral by a referred Sub-Affiliate. The Sub-Affiliate must fill out an Application Form for the Affiliate Program and follow the terms and conditions set out in this Agreement. The Operator holds the right to reject any Sub-Affiliate that meet the criteria set out in section II of this Agreement.

C. Net Gaming Revenue – For the purpose of calculating the commission of the Affiliate, NGR for Poker is equal to your player’s total contributions to rake less any bonus or promotional amounts they receive, chargebacks, and any uncollectible revenues. Similarly, the NGR for Casino is equal your total player’s losses less any bonus or promotional amounts they receive, chargebacks, and any uncollectible revenues.

Tiered Revenue Share for Casino – will pay you a portion of the monthly Net Gaming Revenue (NGR) for the lifetime of each new Casino Player referred:

XIV. Payment Terms

A. Payment Frequency - The Operator agrees to make a best effort to pay the Affiliate on the 1st week of each calendar month for all referral commissions earned during the previous month, less any taxes, duties, and charges the Operator may be required to hold, and less any amount the Operator determines in its sole discretion, was not validly earned.

B. Minimum Payments - The Operator will hold all referral commissions until the total amount due is at least $50, or until the Agreement is terminated.  The Minimum Payment for Affiliates from the United States is $500.

C. Chargebacks - The Operator reserves the right to deduct chargebacks of deposits that were credited to both First and Second-Tier Affiliates issued by the credit card holder from the next monthly payment. If there is no next monthly payment, the Affiliate agrees to be billed and bound by law to reimburse the Operator in full from any such commission.

D. Affiliate Fraud - The Affiliate is prohibited from earning income if that income was earned through any sort of fraudulent or illegal activity. In addition, the Affiliate is prohibited from earning commissions if those commissions were earned: (i) on its own Customer Account or on the Account(s) of its immediate family members or employees; (ii) on any Second-Tier Affiliate, if that Second-Tier Affiliate is the same as the First-Tier Affiliate or of the First-Tier Affiliate's immediate family members or employees; (iii) on any duplicate Customer Accounts. In such cases, the Affiliate agrees to forfeit all commissions and be liable for any and all damages that the Operator suffers as a result of such actions. The Affiliate agrees to reimburse the Operator for all commissions received for fraudulent or falsified transactions, plus all costs for legal causes or actions that may be brought against the Affiliate to the fullest extent of the law. The Operator holds the right to withhold any commissions made by the Affiliate while under investigation for fraudulent activities for a period up to 180 days from the beginning of the investigation.

E. Incorrect Payment Information – In the event of the Affiliate providing the wrong payment information the Operator reserves the right to deduct any necessary charges for investigation, additional work created, and/or additional payment fees.

XV. Tracking And Cookies

A. Tracking - The Operator promises to do its best to ensure accurate tracking of referrals made by the Affiliate. The Affiliate hereby acknowledges and accepts that the tracking system employed by the Operator is not 100% fail-safe, and that there may be, on occasion, instances of referrals made that are not credited to the Affiliate for any of the possible reasons: (i) failure by the Affiliate to use proper format of the assigned Affiliate URL or Bonus Code in Website links, banner ads, promotional materials, and so on; (ii) deliberate or accidental actions by Customers to circumvent the Affiliate's URL or Bonus Code so that the software is unable to accurately track that referral; (iii) bugs, glitches, or crashes of the tracking software that render it unable to accurately track referrals for a period of time; (iv) acts of nature that cause irretrievable data loss on the computers and back-up disk media that store the commission information. As such, the Affiliate will not hold the Operator liable to compensate for any claimed commissions that were not tracked and recorded by the tracking software.

B. Cookies - The Operator agrees to pay commissions after the Customer has re-entered the Operator's Website through the use of a cookie placed on the end-user computer. If, through no fault of the Operator, the cookie is removed or not allowed by the end user, that Customer may be tracked only if the Customer enters the Operator's Website directly through the Affiliate's URL. The cookies are written to benefit the last referring Affiliate, and may expire at the end of 90 days, or a time determined solely by the Operator.

XVI. Disclaimers

Neither the Operator, its subsidiaries, nor any of the parties who have been involved in creating, producing, or delivering the Program or any of the Products sold through the Program offers any warranty, and hereby disclaim any and all warranties, express or implied, including without limitation any implied warranty of Operability, or fitness for any purpose.

XVII. Limitation of Liability

The Operator shall not be liable for any direct damages whatsoever. The Operator shall not be liable for any losses or damages resulting from: (i) the delivery, installation, maintenance, operation, or use of the Program; (ii) any act or omission of the Operator, or its agents, or any other entity furnishing equipment, products, or services to the Affiliate; and (iii) any personal or property damages due to the loss of stored, transmitted or recorded data resulting from the Program, even if the Operator has been advised of the possibility of such damages. In no event shall the Operator be liable for any indirect, incidental, exemplary, punitive or other consequential damages whether or not foreseeable, including, but not limited to, damages for the loss of data, goodwill or profits, arising out of or in relation to this Agreement even if advised beforehand of the possibility of such liability. No action or proceeding against the Operator may be commenced more than two (2) years after the event giving rise to such claim.

XVIII. Indemnification.

Subject to applicable law, the Affiliate hereby agrees to indemnify, hold harmless, and defend the Operator, its agents, officers, directors, shareholders, employees, advisors, and independent contractors, or anyone else who has been involved in the creation, production, or delivery of the Program or any of the products/services sold through the Program that are the subject of this Agreement from any and all claims and/or legal action without limitation, resulting from his/her use, or inability to use the Program which damages the Affiliate or another party. This indemnification shall survive the termination of this Agreement.

XIX. General

This Agreement represents the complete Agreement and understanding of the parties, and supersedes all other Agreements, representations, or understanding, and shall prevail if any conflict arises between the Operator and the Affiliate. This Agreement is for the benefit of, and binding upon the parties hereto, and their respective successors and permitted assigns. Neither party is responsible for a failure to fulfill its obligations under this Agreement for delay in doing so if such failure or delay is due to circumstances beyond its control, such as, but not limited to, acts of God, acts of government, war, riots, strikes, and accidents in transportation.

XX. Governing Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Geneva, Switzerland applicable therein. Should any provision of this Agreement be held to be invalid by a court of competent jurisdiction, all other provisions will remain in effect and are enforceable by the parties. Any action relating to this Agreement shall be referred to the arbitration of a single arbitrator; if the partners agree upon one, otherwise to three (3) arbitrators, one to be appointed by each party and a third to be chosen by the first two named before they enter upon the business of arbitration. The award and determination of such arbitrator or arbitrators, or any two of such three arbitrators, shall be binding upon the parties and their respective heirs, administrators, and permitted assigns.

XXI. Miscellaneous

The headings are included for ease of reference only and do not form part of this Agreement. All Notices under this Agreement shall be in writing and may be sent by electronic device. The Affiliate agrees to notify the Operator if the Affiliate moves or otherwise changes their mailing address or e-mail address, and to list a truthful name, postal address, and e-mail address.

XXII. Language Discrepancies

In the case of any discrepancy between the meanings of any translated version of this Agreement, whether by the Afilliate or the Operator, the meaning of the English version shall supersede any other translation.