TERMS AND CONDITIONS

This Agreement sets forth the Standard Terms and Conditions that apply to use of the BestCasinoPartner Affiliate Program. To participate in any BestCasinoPartner program, indicate your agreement to abide by these terms and conditions by clicking on the "I Agree to Terms and Conditions" box on the sign-up form. THE DOWNLOADING OF ANY CREATIVES AND PLACING THEM ON YOUR SITE, ACCEPTING ANY REWARD, BONUS OR COMMISSION FROM BESTCASINOPARTNER OR ANY OF ITS PARTNER CASINOS, AND/OR YOUR USE OF THE BESTCASINOPARTNER AFFILIATE SERVICES IN ANY WAY INDICATES YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT.

Definitions

"Affiliate Program" means a program whereby Affiliates earn money (see Section 3) by referring users to one or more BestCasinoPartner' Partner Casinos through the use of placing advertisements on the Affiliate's website(s) or within the Affiliate's email correspondence.

"CPA" means a one-time fee (see Table 2 in Section 3) paid to an Affiliate based on the number of new unique real money players referred by the Affiliate each month who download, register and make an INITIAL FIRST purchase of $50 or more at our Partner Casinos.

"Casino Gross Revenue" means the sum of Purchases less Redeems generated by your referred Players.

"Charge Back" means transactions assessed to a user's credit/debit card which were not authorized by the user, or for which charges are reversed.

"Creatives" means any or all forms of advertising, including but not limited to banners, buttons, text or graphic links, pop-ups, pop-unders, consoles, web-based promotions, emails and newsletters.

"Player" means a user referred to BestCasinoPartner or a Partner Casino through an Affiliate's web site(s) or other permitted marketing activities undertaken by the Affiliate.

"Partner Casinos" means those companies who have contracted BestCasinoPartner to manage and promote their Affiliate Program, namely but not limited to GoldenCasino.com. We reserve the right to amend this list at any time without notice or delay.

"Purchases" means funds deposited by Players into their real money account.

"Redeems" means all payouts to Players.

"Referral Fee" means fees that are set as a percentage of the fees that are paid to every Affiliate that you refer to us who joins the BestCasinoPartner program (see Section 3).

"Revenue Share" means fees based on a percentage of the Casino Gross Revenue (see Table 1 in Section 3).

"Affiliate/You/Your" means the person or entity which intends to enter into this Agreement and becomes a member of the BestCasinoPartner Affiliate Program.

"We/Us/Our" means BestCasinoPartner or our Partner Casinos.

Certain other terms are defined in the text of this Agreement, and throughout this Agreement those terms shall have the meanings respectively ascribed to them.
  1. Our Rights and Obligations
    1. Register Your Players - We will register your Players and will track their purchases and, in the case of Affiliates subscribing to our Revenue Share program, their play ("Player Activity"). We reserve the right in our sole discretion to refuse registration or participation to anyone or to close their accounts if necessary to comply with any requirements we may periodically establish.
    2. Track Players' Play - For Affiliates electing to participate in our Revenue Share model, we will track Player Activity and will supply you with reports summarizing their activity. The form, content and frequency of the reports may vary from time to time in our discretion. Through the BestCasinoPartner website, we will provide you with remote online access to reports of Player Activity and the referral fees generated. You can gain access using your Affiliate identification number and password as provided by us upon acceptance into the Affiliate Program. For Affiliates who elect to participate in our CPA program, we will provide you with access to stats detailing number of Players who sign up with our Partner Casinos and who make qualifying Purchases under this program.
    3. Payment of Fees - We will pay your fees on a monthly basis. Fees shall be processed by check or wire transfer by the 10th day of the month following the month in which the fees are earned. If paid by check, such check shall be mailed to such postal address as you designate in writing. All payments will be paid in United States Dollars. If you are participating in the BestCasinoPartner Revenue Share option, and the Casino Gross Revenue of all your referred players in any given month is in a negative position, we will zero out such negative balance at the beginning of the new month, so that no Casino losses will be carried forward against your account. All fees will be based upon our good faith calculation of Player activity as per our player logs and database records. Our decision in all cases is final. Your account balance must be at least $50 in order to receive any payment. If your account balance is less than $50, the amount will be carried over to the next month's payment. Stale balances will be cleared from any Affiliate account that is inactive for 180 days. The following is subject to review on a case-by-case basis: Any Partner Account remaining inactive for a period of 90 days or longer is subject to closure without any further notice. Any future earnings on these accounts will be forfeited automatically. "Inactive" is defined as no new qualified players delivered within this prescribed period.
    4. Modification - We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our website. Modifications may include, but are not limited to, changes in the scope of available fee schedules, payment procedures, and the Affiliate Program rules. You are solely responsible to review these Terms and Conditions on a regular basis. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.
    5. Affiliate Admittance - We reserve the right to deny any prospective Affiliate admittance into any Affiliate Program for any reason in our sole discretion.


  2. Your Rights and Obligations
    1. Anti-SPAM Policy - We do not condone SPAM. "SPAM" is defined as unsolicited bulk mail messages including, but not limited to, bulk-mailing of commercial advertising, information announcements, and political tracts. Any form of SPAM will result in your account being placed under review and all funds due being withheld pending an investigation of your account. You acknowledge that our potential clients are liable to incur expenses in dealing with SPAM generated mail and these same expenses will be deducted from your account should any of our users seek recourse for SPAM generated by you. In this instance the amount determined by us for reimbursed payment to complainants, if any, will be fair and deemed final and acceptable based on good faith and such amount will be collectable by law and deemed to have been accepted by you as fair and reasonable. Further, you agree to indemnify and hold us harmless from any claim resulting from your use or distribution of electronic mail services, through the service or any other breach of this Agreement. Should these expenses not be covered by funds in your account, we reserve the right to investigate other alternative means for obtaining payment. For example, should your account have fess due based on any referred Affiliates, we will hold payment of Referral Fees for these accounts until such a time as the account for damages has been cleared. Should your account not be active and be generating profit through Referral Fees, we reserve the right to demand payment directly from you. Should you wish to report any incidences of SPAM, please contact us at abuse@BestCasinoPartner.com.
    2. Posting Banners - By agreeing to participate in a Partner Casinos' Affiliate Program, you agree to download banners, text or promotional materials and place them on your website(s), or utilize them within e-mail or print. These materials are provided to you as is and you shall not manipulate or edit their content in order to change the nature or spirit of their message. These methods are the only methods which you may advertise on our behalf. We will terminate this agreement immediately if there is any form of SPAMming or if you discredit us through false or negative advertising, written or uttered words. You shall not make any claims, representations, or warranties in connection with us or our Partner Casinos and you shall have no authority to, and shall not, bind us or our Partner Casinos to any obligations.
    3. Linking - By this Agreement, we grant you the non-exclusive right to direct potential Players to our Casino Partner websites and services, in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege to assist us in the provision of services arising from your Players, and we intend to contract with and obtain the assistance from others at any time to perform services of the same or similar nature as yours. You shall have no claims to fees or other compensation on business secured by or through persons or entities other than you.
    4. Publicity - You may not announce your affiliation with us unless you first receive our written approval of such announcement. We may announce your affiliation with us in our sole discretion. You may not use misleading advertising in relationship to us; doing so may result in the termination of your membership in the Affiliate Program.
    5. Approved Layouts - You will only use our approved banners and links and will not alter their appearance nor refer to BestCasinoPartner management in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by us and constitute the only authorized and permitted representation of our Partner Casino websites.
    6. Good Faith - You will not knowingly benefit from known or suspected traffic not generated in good faith. Should fraudulent activity arise through a person directed to a website via your link, we retain the right to retract or withhold the fees paid or payable to you at any time. Our decision in this regard will be final without any prior notice to you. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge.
    7. Responsibility for Your Website - You will be solely responsible for the development, operation, and maintenance of your website(s) and for all materials that appear on your website(s). You will be solely responsible for ensuring that materials posted on your website(s) are not libelous or otherwise illegal, and that references to the rules (including promotional offers) of our Partner Casinos are in accordance with the information existent on the respective partner’s site. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your website(s).
    8. License to use Marks - We hereby grant to you a royalty-free, non-exclusive, non-transferable license, during the term of this Agreement, to use our intellectual-property marks, trademarks, trade names and service marks (licensed, in turn by us, from their owner) (collectively know as "Marks") solely to the extent contemplated by this Agreement. This license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Marks is limited to and arises only out of this license to use the banners. You shall not assert the invalidity, unenforceability, or contest the ownership of the Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or our licensor's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
    9. Confidential Information - During the term of this Agreement, You may be entrusted with Confidential Information (hereinafter defined) relating to the business, operations, or underlying technology of our Partner Casinos and/or the affiliate program (including, for example, fees earned by you under the program). You agree to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless you have our prior written consent and that you will use the Confidential Information only for purposes necessary to further the purposes of this Agreement. "Confidential Information" shall mean all non-public information that we designate as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential. "Confidential Information" shall not include information the receiving party can document: (i) is or has become readily publicly available through no fault of the receiving party or its employees or agents; (ii) is received from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) is rightfully in the possession of the receiving party prior to its disclosure by the other party; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. You may make disclosures required by law or court order provided you use reasonable efforts to limit disclosure and to obtain confidential treatment. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.


  3. Programs and Fees

    Upon enrollment into the Affiliate Program, you will be entitled to earn fees under one of the following two OPTIONS. You may elect ONE of these Options:

    OPTION 1 - Revenue Share: a percentage of the Casino Gross Revenue from Players you referred; OR

    OPTION 2 - CPA Fees: a one-time flat royalty paid to you based on qualified new Players who you have referred.

    Any affiliate wishing to participate in the CPA offer will be required to contact our team to ask for the CPA offer. Requests will only be considered from affiliates having three months or more continuous activity in our program AND this activity evaluated to validate the request.

    ALL NEW ACCOUNTS are Revenue Share by default. Any affiliate wishing to participate in the CPA offer will be required to contact our team to ask for the CPA offer. Requests will only be considered from affiliates having three months or more continuous activity in our program AND this activity evaluated to validate the request

    We reserve the right to alter the CPA offer for any participating affiliate displaying unusual activity to the following: for each new REAL play who deposits $100 AND wagers 4X that amount, the affiliate will receive $100 flat no tier

    Fees and program details for the above Options are detailed in the fee schedules as set forth below and in Sections 3.1 and 3.2 following:
    1. Option 1 - Revenue Share Program

      We will pay you according to the percentages reflected in Table 1 below for any Casino Gross Revenues generated by your referred Players at our Partner Casinos. Only real money purchases will qualify for calculation of Casino Gross Revenue under Option 1. We retain the right to pass on any financial costs to your account that we may incur due to fraudulent activity actioned by your Players.

      All fees shall be determined by us based on Player logs and our determinations will be final. We reserve the right to change the fee schedules and method of calculation of fees at any time during the term of this Agreement, by posting a change notice or a new agreement on our website. Table 1 shows the percentage of Casino Gross Revenue you will earn based on the aggregate Casino Gross Revenue generated by all new unique real money players you have sent to our Casino Partners in a given month. Note that there will be NO monthly loss carry-forward at any time.

      TABLE 1: PERCENTAGE OF CASINO GROSS REVENUE (CGR) EARNED BY AFFILIATE:

      PERCENTAGE OF CGR EARNED IN FIRST MONTH OF PROGRAM PRECENTAGE OF CGR EARNED IN ALL MONTHS THEREAFTER
      50% OF CGR 36% OF CGR

    2. Option 2 - CPA Program

      We will pay you a one-time fee pursuant to Table 2 herein, based on the number of new, unique real money Players who download, register and purchase a minimum of $50 at one of our Partner Casinos. We retain the right to pass on any financial costs to your account that we may incur due to fraudulent activity actioned by your Players. WE RETAIN THE RIGHT TO ACCEPT OR DECLINE ADMITTANCE TO THE CPA PROGRAM TO ANY PROSPECTIVE AFFILIATE FOR ANY REASON WHATSOEVER IN OUR SOLE DISCRETION. YOU MUST HAVE OUR PRIOR CONFIRMED APPROVAL TO PARTICIPATE IN THE CPA OPTION. FURTHERMORE, IF WE, IN OUR SOLE DISCRETION, DETERMINE THAT YOU HAVE ENROLLED IN THE CPA OPTION TO ABUSE THE CPA OPTION BY REFERRING TO US PLAYERS WHO ARE NOT LEGITIMATELY INTERESTED IN PLAYING FOR REAL MONEY AT OUR PARTNER CASINOS, WE RESERVE THE RIGHT TO TERMINATE YOUR PARTICIPATION IN OUR AFFILIATE PROGRAM OR SWITCH YOUR PARTICIPATION TO THE REVENUE-SHARE OPTION IMMEDIATELY, AND IF SO, NO CPA FEES WILL BE PAID.

      Table 2 shows the CPA fees you will earn in this program option based on the number of new unique real money players who download, register and purchase a minimum of $50 at any one of our Partner Casinos. Only the first such registration and purchase by any customer shall count for CPA payment.

      TABLE 2: CPA FEES EARNED BY AFFILIATE:

      SEND US NEW PLAYERS (who make an initial min. $50 deposit) PER MONTH: EARN THIS CPA:
      From 1 to 20 new players $100 per player
      From 21 to 50 new players $150 per player
      From 51 to 100 new players $200 per player
      From 101 to 200 new players $250 per player
      201 new players and more $300 per player

      BestCasinoPartner and its Partner Casinos retain the right to change the above fees at any time with a one-month notice on our website.

    3. Affiliate Referral Program and Fees

      In addition to participating in either the Revenue-Share or CPA Programs, upon enrollment and acceptance into our Affiliate Program, you may also earn fees for referring other websites to enroll in our Affiliate Program as follows: First-Tier Affiliate Referral Program - 10% override on the Casino Gross Revenue payment made to the referred Affiliate for all qualified real players referred by your directly referred affiliates, regardless of whether your referred affiliates elect the CPA or Revenue-Share option. Such fees will be paid to you for the life of the players, provided such players remain in good standing.

      Second-Tier Sub-Affiliate Referral Program - 5% override on the Casino Gross Revenue payment made to the referred Affiliate for all qualified real players referred by any affiliates referred by your directly referred affiliates, regardless of whether such sub affiliates elect the CPA or Revenue-Share option. Such fees will be paid to you for the life of the players, provided such players remain in good standing.

  4. Downtime

    We will not be held responsible for loss due to downtimes resulting from complications with any hosting equipment or technical errors.

  5. Term and Termination
    1. The term of this Agreement will begin when you submit your enrollment to this program or download a casino banner and link it to our website and will continue until either party notifies the other party, in writing, that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. EITHER PARTY MAY TERMINATE THIS AGREEMENT AT ANY TIME FOR ANY REASON. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.
    2. Upon termination:
      • You must remove our banner(s) from your website(s) and disable any links from your website to ours.
      • All rights and licenses given to you in this Agreement shall immediately terminate.
      • You will be entitled only to those unpaid Referral Fees, if any, earned by you on or prior to the date of termination. You will not be entitled to Referral Fees occurring after the date of termination.
      • If you have failed to fulfill your obligations and responsibilities, we will not pay you the Referral Fees otherwise owed to you upon termination.
      • We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
      • If we continue to permit you to generate revenue from Player Activity after termination, such permission 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 and will cease all uses of any Marks and other designations of our Partner Casinos and us.
      • Both parties will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination.
  6. Warranties and Limitations
    1. Indemnity - You shall defend, indemnify, and hold us and our Partners and their electronic cash providers, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, penalties, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement contained in this Agreement, (b) the performance of your duties and obligations under this Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and link or this referral program.
    2. Disclaimers - WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR REFERRAL FEE PAYMENT ARRANGEMENTS (INCLUDING, WITHOUT LIMITATION, THEIR FUNCTIONALITY, WARRANTIES OF FITNESS, MERCHANTABILITY, LEGALITY, 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 WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY US, OUR EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.
    3. Limitation of Liability - WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. 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. OUR OBLIGATIONS UNDER THIS AGREEMENT DO NOT CONSTITUTE PERSONAL OBLIGATIONS OF OUR DIRECTORS, OFFICERS OR SHAREHOLDERS. ANY LIABILITY ARISING UNDER THIS AGREEMENT SHALL BE SATISFIED SOLELY FROM THE REFERRAL FEES GENERATED AND IS LIMITED TO DIRECT DAMAGES. NO ACTION, ARISING OUT OF THE PERFORMANCE UNDER THIS AGREEMENT, MAY BE BROUGHT BY YOU MORE THAN TWO YEARS AFTER SUCH CAUSE OF ACTION ACCRUES, OTHER THAN ACTIONS REGARDING PAYMENT WHICH MUST BE BROUGHT WITHIN ONE YEAR AFTER SUCH CAUSE OF ACTION ACCRUES
    4. Independent Investigation -YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT PLAYER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS REFERRAL PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.


    7. The terms of this Section 7 shall survive termination of this Agreement.

  7. Miscellaneous
    1. Governing Law - This Agreement will be governed by the laws of Curacao, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in Antigua and you irrevocably consent to the jurisdiction of its courts.
    2. Relationship of Parties - You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your websites or otherwise, that reasonably would contradict anything in this paragraph.
    3. Assignability and Inurement - You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against you and us and our respective successors and assigns.
    4. 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. NO MODIFICATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT ARE PERMITTED OR WILL BE RECOGNIZED BY US WITHOUT OUR EXPRESS WRITTEN PERMISSION. None of Our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement.
    5. Remedies - Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
    6. Severability - Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, 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, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof
    7. Headings - The headings used in the Agreement will be for the convenience of the parties only and will not be considered in interpreting or applying the provisions of this Agreement.
    8. Attorneys Fees - In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys' fees.


SCHEDULE B
(Services Provided to Affiliate by BESTCASINOPARTNER)