Recital Smart Live Casino ("SLC") is in the business of producing, marketing, and promoting online casino services (the "Service"), which are accessed on the Internet through the use of a personal computer, modem and/or direct Internet access. The Affiliate Partner Company or person ("Affiliate Partner Company") desires to obtain from SLC, and SLC agrees to grant the Affiliate Partner Company, the non-exclusive right and license to advertise, market and promote the Service. SLC shall reimburse the Affiliate Partner Company for these promotional services, in accordance with the following terms and conditions: 1. Grant of Promotion and Distribution License
1.1. SLC grants the Affiliate Partner Company the non-exclusive, non-transferable right and license to advertise, market and promote the Service ("Promotion Rights"), in accordance with the terms and conditions hereof. All other rights and licenses not expressly granted to the Affiliate Partner Company herein are reserved by SLC. 2. Obligations of SLC 2.1. SLC shall retain the right to provide the Service in any form SLC deems appropriate; and retains the right to change any part of the Service, at any time and in any manner SLC deems appropriate, without prior notice to the Affiliate Partner Company. However, any strategic change of policy towards Affiliate Partner such as cancel any part of the Service at any time, shall be made with prior notice to the Affiliate Partner Company. 2.2. SLC shall retain the right to cancel any part of the Service at any time and in any manner SLC deems appropriate. However, should SLC want to cancel any part of the Service, and /or any Promotional Rights, because of any failure or breach of these Terms and Conditions on behalf of the Affiliate Partner Company, SLC shall give the Affiliate Partner Company notice of this fact in order to give the Affiliate Partner Company the possibility to correct the matter and overcome the failure. Cancellation shall be effective seven (7) days after notice of default to the Affiliate Partner Company if the default has not been cured within such seven-day period. 2.3. Notwithstanding the terms of these Terms and Conditions, SLC shall not be held responsible or liable for any loss of income, or loss of the ability to produce income, incurred by the Affiliate Partner Company; even if such losses should arise from the inability of SLC to deliver the Services stipulated in these Terms and Conditions for any reason whatsoever, whether SLC is at fault or whether a third party is at fault. 3. Obligations of the Affiliate Partner Company 3.1. The Affiliate Partner Company shall use its best efforts to actively and effectively advertise, market and promote the Service as widely as possible so as to maximize the benefit to the Affiliate Partner Company and to SLC. 3.2. The Affiliate Partner Company shall only engage in advertising, marketing and promotional efforts which do not violate any law, and which reflect positively upon the business reputation of SLC. In particular, the Affiliate Partner Company agrees to market the Service in a manner that is consistent with the content and style of the Service. In connection therewith, SLC 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 the Affiliate Partner Company in connection with the Service. 3.3. Approval may be withheld if SLC determines, in its sole discretion that the activities of the Affiliate Partner Company would tend to impair or reduce the value of SLC goodwill and business reputation, or would expose SLC to legal liability. 3.4. Notwithstanding the approval by SLC given in accordance with section 3.2 of these Terms and Conditions, SLC shall under no circumstances be held liable for--and the Affiliate Partner Company shall indemnify, defend and hold SLC harmless against--any and all claims asserted against SLC by reason of the Affiliate Partner Company's marketing and promotional efforts. The Affiliate Partner Company shall bear all costs and expenses incurred in connection with the advertising, marketing and promotion of the Service; including without limitation, all costs directly related to marketing. 4. Compensation 4.1.1 As used herein, The Affiliate Partner Company’s revenue (CPA or Revenue share) shall be defined as the compensation paid to the Affiliate Partner Company based on the actual net revenue or per Casino New Real Player, received from customers (the “Users”), who utilize the service after being referred to the service by the Affiliate Partner company. The Affiliate Partner Company’s revenue is deemed on the options (4.1.2 or 4.1.3) chosen by the Affiliate Partner Company at the time of sign up (CPA or Revenue share). 4.1.2 CPA Commission per Referral-Affiliates receive commissions for each player registering and depositing a minimum of £40. Register 1-10 players and earn £60 Register 11-40 players and earn £80 Register 41-100 players and earn £100 Register 101-200 players and earn £135 Register 201+ players and earn £170 Additional Bonus -For affiliates signing up CPA players in the first 3 months of the scheme additional one off bonuses will apply Register 25 players until 1 March 2008 and earn an additional signup commission of £250 Register 50 players until 1 March 2008 and earn an additional signup commission of £600 Register 150 players until 1 March 2008 and earn an additional signup commission of £1000
Terms and Conditions for CPA
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4.1.3 Revenue Share Signing Bonus-1st month signing bonus 55% of all referred player losses are applicable to all players during their initial month Levelled Revenue Sharing-Please see the levels for revenue share below £0 - £7000 30% £7001 - £15000 35% £15001 - £250,000 45% £250,001 + 50% 4.2. SLC shall pay the Affiliate Partner Company each month for services rendered during the preceding calendar month. Payment shall be made prior to the 20th day of each month by making the funds available on the account of the Affiliate Partner Company. If the amount of compensation for one month is less than GBP 50, the amount shall be made available a succeeding month (when the accumulated amount is greater than GBP 50). 4.3. SLC shall have the right to withhold any and all payments to the Affiliate Partner Company if the Affiliate Partner Company is in breach of this these Terms and Conditions. 5. Term of Duration and Cancellation 5.1. SLC has the right to cancel the Promotion Rights with immediate effect if with the Affiliate Partner Company is in material breach of these Terms and Conditions. Such breach includes, but is not limited to, situations when the Affiliate Partner Company engages in advertising, marketing, distribution and promotional efforts that would impair SLC goodwill and business reputation, or would expose SLC to legal liability. 5.2. Upon the cancellation of the Promotion Rights, the Affiliate Partner Company shall immediately return to SLC any and all materials, over which SLC has a proprietary right that are in the Affiliate Partner Company's possession and/or in the possession of the Affiliate Partner Company's agents, servants and employees. The Affiliate Partner Company shall also immediately remove any hyperlinks and materials, over which SLC has a proprietary right, from the Affiliate Partner Company's web site and/or the web sites of the Affiliate Partner Company's agents. 5.3. If the Promotion Rights are cancelled, and the Affiliate Partner Company is not in default of these Terms and Conditions, the Affiliate Partner Company shall have the right to continue to receive a Affiliate Partner Percentage on referred Users who continues to utilize the Service after being referred to the Service by the Affiliate Partner Company during four months after the day of the cancellation. 5.4. Users that utilize SLC facilities and services and all information relating to such Users shall remain the property of SLC at all times. 6. Account Statements 6.1. All payments due to the Affiliate Partner Company shall be made on or before the twentieth (20th) day of each month, and will reflect payment for services rendered the preceding month. Payment shall be accompanied by a written statement that specifies the calculation of the sum to be paid to the Affiliate Partner Company based on gross revenue received by SLC with respect to the number of wagering Users. In addition, statements may be adjusted by SLC from time to time to reflect overpayments, consumer chargeback’s and/or credits or underpayments to consumers by SLC. 6.2. The Affiliate Partner Company shall have the possibility to monitor the Affiliate Partner Percentage and the payments in real time using an online monitoring system (the "Compis System") at a secure web site. 7. Exclusivity, Non-Competition and Ownership of Service name 7.1. The Affiliate Partner Company agrees, understands and acknowledges that SLC may enter into Agreements of this type with third parties to promote the Service or a similar version thereof. 7.2. The Affiliate Partner Company has not paid consideration for the use of the trademarks, logos, copyrights, trade names, or designations belonging to SLC, and nothing contained in these Terms and Conditions shall give the Affiliate Partner Company any right, title or interest in or to any of them. 7.3. The Affiliate Partner Company acknowledges that SLC own and retain all copyrights and other proprietary rights, as well as any software supplied by SLC, in all of the foregoing. The Affiliate Partner Company shall not assert any claim or interest in or to any trademark, trade name, copyright, service mark or logo belonging or licensed to SLC, or do anything to adversely affect their validity or enforceability. This includes any act or assistance to any act that may infringe, or lead to the infringement of, any software copyright. 7.4. Without limiting the generality of the foregoing terms, the Affiliate Partner Company shall not itself attempt, 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 SLC. The Affiliate Partner Company shall not attach any additional trademarks, logos or trade designations to the Software; and shall ensure that none of the trademarks (or any variations thereof) appear in any portion of the Affiliate Partner Company's name, or any name under which the Affiliate Partner Company conducts business. The Affiliate Partner Company shall not affix a trademark, logo or trade name of SLC to any non-SLC product. The Affiliate Partner Company shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by SLC. 8. Confidentiality and Non-Disclosure The Affiliate Partner Company and SLC each agree that each may have access to, and become acquainted with, Confidential Information of the other. The Affiliate Partner Company and SLC each specifically agree not to misuse, misappropriate or disclose any such Confidential Information, directly or indirectly, to any third party. 9. Representations, Warranties and Indemnity 9.1. The Affiliate Partner Company warrants, represents and covenants to SLC that that it has all necessary rights, licenses, permissions and business permits; and will comply with all applicable laws, rules and regulations in connection with promoting the Service to Users. 9.2. The Affiliate Partner Company agrees to indemnify and render SLC harmless against claims, liabilities, causes of action, damages, judgments, costs and expenses arising out of, or in any way connected with, any breach or alleged breach by the Affiliate Partner Company of any representation, warranty or agreement contained in this Section 9, or elsewhere in these Terms and Conditions. 10. Governing Law This Agreement shall be governed by and construed in accordance with the law of England and Wales.