INTOUCH GAMES LIMITED AFFILIATE PROGRAMME
TERMS AND CONDITIONS
NOTE: These Terms and Conditions shall only apply to Affiliates that have been approved onto the platform after the date of 1st December 2015

SECTION 1: INTRODUCTION


1.     Please read these Terms and Conditions carefully and if you do not accept the Terms and Conditions, do not register with the Intouch Games Limited Affiliate Programme.


2.
     The mFortune Casino Platform is solely owned and operated by Intouch Games Limited.


3.
     The PocketWin Casino Platform is solely owned and operated by Intouch Games Limited.


4.
     The Affiliate owns and operates the Affiliate Site


5.
     This Agreement sets out the terms and conditions for participation in the Intouch Games Limited Affiliate Programme.

 


DEFINITIONS

6.     “Operator” means Intouch Games Limited trading as mFortune and / or PocketWin


7.
     “Platform” means any website, application, HTML property or other gaming service belonging to the Operator. This includes the Operator’s websites located at www.mfortune.co.uk, www.pocketwin.co.uk and / or any other Websites owned or operated by the Operator.


8.     “Affiliate Programme” means the Affiliate Programme offered and operated by Intouch Games Limited to the Affiliate, whereby the Affiliate agrees to promote and advertise the Application and introduce Linked Players to the Website in return for the Commission, subject to the terms and conditions set out in this Agreement


9.     “Affiliate” means a member of the Intouch Games Limited Affiliate Programme.


10.  “Affiliate Site” means the website(s) or Mobile/App site(s) owned and operated by the Affiliate and specified by the Affiliate in any application made pursuant to Section 2.


11.  “Commission” means the payment to be made by Intouch Games Limited to the Affiliate in accordance with clause 7.


12.  “Link” means the hypertext from the Affiliate Site to the Platform.


13.  “Linking Licence” means the non-exclusive, limited, revocable licence to provide a Link from the Affiliate Site to the Platform, granted to the Affiliate by Intouch Games Limited


14.  “Linked Players” means players introduced to the Operator by the Affiliate via the Link.


15.  “Net Revenue” shall be defined as the total amount of Deposits by the Linked Players less the total amount of Processed Withdrawals by the Linked Players in the period after the deduction of all taxes and duties (or its equivalent or replacement, at the then prevailing rate), and other disbursements, to include but not exclusively limited to:


(a) software hosting and provisioning costs


(b) bank or financial intermediary handling charges (including for use of “Electronic Wallets” and charge backs and refunds).


(c) losses due to fraud and bad debts of end users


(d) contributions to jackpots, loyalty shop prizes and other non-cash prizes


(e) all direct costs of providing the service to users, including but not exclusively limited to charges of ID and age verification, geographic location verification costs, SMS distribution cost, PSMS cost, depositing payment provider transactions, withdrawal transactions cost, fraud detection, system updates & maintenance, player support & CRM systems.

 


16.  “Payments” means payments of a bounty payment based on:

(a)   A percentage of Net Revenue; and / or


(b)  A fixed amount for every new registration that places at least one wager; and / or


(c)   A fixed amount for every new depositor that meets an agreed minimum deposit level

 


17.  "Promotional Material" means the mFortune or PocketWin Casino name, logo and the Website, Links to Platform and banners, advertising copy and other textual and graphic material in whatever medium or form made available by the Operator to the Affiliate for incorporation in the Affiliate Site, during the term of this Agreement for the Purpose.


18.  “Purpose” means the promotion and advertisement of the Platform, designed to direct Linked Players to the Platform.

 

SECTION 2: AFFILIATE PROGRAMME


19.  The Operator reserves the right, at its absolute discretion, to reject any application to participate in its Affiliate Programme.


20.
  Upon the acceptance of any application, the Affiliate will be granted by the Operator a Linking Licence and right to use the Promotional Material, in accordance with Section 3.


21.
  The Affiliate shall bear all costs and expenses incurred in connection with the Affiliate Programme and the fulfilment of its duties and responsibilities under this Agreement. 

 


SECTION 3: LINKING LICENCE

 

22.  During the term of this Agreement, the Operator grants the Affiliate the Linking Licence, together with a non-exclusive and non-transferable right to use (including the right to copy, transmit, display and distribute) the Promotional Material for the Purpose.


23.
  The Operator reserves the right to demand that the Affiliate to remove any Link or Promotional Material from the Affiliate Site to the Platform.


24.
  The Affiliate will comply with any direction that the Operator may give in relation to the placing of the Link and the Promotional Material on the Affiliate Site.


25.
  The Operator reserves the right to operate its Platform in the manner it deems appropriate, including the right to alter, suspend or cancel any of the Platform services at any time, with 30 days’ notice to the Affiliate.

 

 

SECTION 4: AFFILIATE DUTIES AND RESPONSIBILITIES

26.  the Affiliate shall not:


(a)
   exploit the Platform or the Promotional Material for any use other than the Purpose; or


(b)
  in any way reproduce the Platform or any part of its contents other than to the extent permitted in Section 3 and necessary to fulfil the Purpose; or


(c)
   edit or alter Promotional Material in any way; or


(d)
  in any way suggest that the Operator is endorsing any products or services other than its own; or


(e)
   misrepresent the relationship between the Affiliate and the Operator or present any other false information about the Operator; or


(f)
   use any of the Operator’s trademarks without express written permission from the Operator; or


(g)
   display or use a Link in a manner that causes the Website or any portion of its content to display within a frame, be associated with any advertising or sponsorship not part of the Website, or otherwise incorporate Website content into a third-party website; or


(h)
  display or use an inline link to any information file contained in the Platform; or


(i)
    alter, block or otherwise prevent display of any content of the Website; or


(j)
    Link to the Website through any other URL or mirrored website; or


(k)
  Link to the Website or refer to any Promotional Material if the Affiliate Site may reasonably be considered to be obscene, defamatory, harassing, offensive or malicious, or if the Affiliate Site infringes any third party rights or otherwise does not comply with all applicable laws or regulations, or is in any other way incompatible with the reputation of the Operator; or


(l)
    create or develop any brand names, graphics or logos which incorporate or are similar to, derive from or are composite forms of any (i) Promotional Materials, (ii) the Platform (or any part thereof), (iii) the words “mFortune” or “PocketWin” (in any format), or (iv) any other intellectual property belonging to the Operator; Or


(m)
apply to register any trademarks, business names, company names or domain names, or attempt to bid for or purchase any search advertising keywords (including, without limitation, via Google Adwords), which contain or are similar to any of the Operator’s intellectual property (including, without limitation, the Promotional Materials) without the Operator’s express prior written consent.


27.
  In carrying out its obligations, exercising its rights or performing any activities pursuant to this Agreement, the Affiliate shall at all times comply with any brand guidelines notified to the Affiliate by the Operator from time to time.


28.
  The Affiliate warrants that neither the Affiliate Site (whether or not such site is notified to the Operator in accordance with an application made pursuant to Section 2) or other media means:


(a)
   is targeted at persons under 18 years of age


(b)
  displays child pornography or other illegal sexual acts, or


(c)
   promotes violence, or


(d)
  promotes discrimination based on race, religion, nationality, sex, disability or sexual orientation, or


(e)
   promotes illegal activities, or


(f)
   infringes third party intellectual property rights.

 


SECTION 5: MARKETING MATERIALS


29.  The Affiliate agrees that in fulfilling the Purpose they will only use the Promotional Material made available by the Operator on the Affiliate Site


30.
  Other materials will have to be approved in writing by the Operator.


31.
  The Affiliate shall use its best efforts to ensure that the Promotional Material is up to date at all times, including prompt compliance with any requests by the Operator to remove and/or update any Promotional Material.


32.
  The Operator does not allow hits from spamming or listing on newsgroups, deceptive or unethical methods.


33.
  In the event that any of the methods outlined in clause 32 exist, the Operator will invalidate all current traffic and terminate an Affiliate’s account without notice. Commission will not accrue to an Affiliate who abuses or exploits third party platforms.


34.
  The Affiliate shall not set aggressive Link strategies (exact match Links or Links that appear in an unreasonably large volume – Links should appear natural) to the Platform nor send unsolicited marketing communications, including (without limitation) via email or SMS, containing reference to the Platform or any related products and/or services to third parties without express written permission from the Operator. The Affiliate will not duplicate Operator content on their own page. If the Affiliate is found to be engaging in such activity, the Operator shall be entitled to terminate this Agreement with immediate effect and no further Commission shall accrue or be payable from the date of such termination.


35.
  The Affiliate shall be solely responsible for ensuring that the use by it of any Promotional Material shall not violate any law or regulation or adversely affect the reputation of the Operator.

 


SECTION 6: INTELLECTUAL PROPERTY RIGHTS


36.  The Affiliate acknowledges that the Platform and the Promotional Material (including without limitation, all content, text, images, software, media and other materials) are proprietary to the Operator, protected under copyright and other intellectual property laws, and may not be reproduced, transmitted, displayed, published or distributed, otherwise than in accordance with this Agreement, without the express prior written consent of the Operator.


37.
  Except as expressly provided in this Agreement, nothing shall be construed to grant to the Affiliate any right, title or interest in the Platform or the Promotional Material and any use of the Platform and the Promotional Material shall be solely for the Purpose.


38.
  The Affiliate acknowledges and accepts that any and all goodwill that the Affiliate generates in exercising the rights granted to it under this Agreement, are for the benefit of the Operator and to the extent that any goodwill generated may vest in the Affiliate, the Affiliate hereby transfers all such goodwill to the Operator.



SECTION 7: PAYMENTS

 

39.  The Operator will make all reasonable efforts to account to the Affiliate for all Payments due in respect of a calendar month by the 16th of the following calendar month unless the amount due is less than; 
 

Payment Method

Threshold

Cheque

150

Electronic_Transfer

700

electronic_transfer_for_non_uk_bank_account_holders

700

electronic_transfer_for_uk_bank_account_holders

100

Moneybookers

50

Neteller

50

ACH-USD (US Affiliates Only)

300

 40.  The Affiliate shall be responsible for payment of all VAT, sales or other taxes due under any applicable law on Payments made to it by the Operator.

41.  UK VAT Registered Affiliates are required to supply the Operator with a VAT invoice covering the Affiliate’s Commissions on a calendar monthly basis. The VAT invoice should include the Affiliate’s VAT registration number, business name, business address and Affiliate ID. The invoice should be received by the Operator by the 6th of the month following the month in which the Commissions were earned. If no VAT invoice is received by the 6th of the month following the month in which the Commissions were earned, the Operator will treat the Affiliate’s Commissions as VAT inclusive and pay to the Affiliate the Commission amount only. Furthermore, the Operator will be under no obligation to make any retrospective adjustments to the Payments made.


Example - Affiliate Commission for April 2015 = £100


If the Affiliate is not VAT registered there is no need to provide the Operator with an invoice. The Affiliate is however welcome to provide an invoice and in this example the invoice would show:

Affiliate Share £100; VAT Nil; Total Payable £100

If the Affiliate is VAT registered the Affiliate is required to provide the Operator with a VAT invoice by 6 May 2015. In this example the VAT invoice should show:

Affiliate Share £100; VAT £20; Total Payable £120

If the Operator does not receive the invoice by 6 May 2015 (in this example) it will be assumed that the Earnings are VAT inclusive and in this example the Affiliate would be paid £100.00

 

 

42.  If the Operator is required by law to deduct withholding tax or any other taxes or duties from any Payments, then it will deduct such amounts from the Payments before paying them to the Affiliate.


43.
  Payments to the Affiliate will be made in UK Pounds Sterling using such payment details as are provided by the Affiliate on the Registration Form.


44.
  No Payments will be due in respect of:


(a)
   any wagers made on the Platform associated by this agreement including the mFortune Brand and / or the PocketWin Brand made by or on behalf of:

(i)            the Affiliate
(ii)
           any parent undertaking or subsidiary of the Affiliate;
(iii)
          any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate;
(iv)
          by any natural person related any of the above;
(b)
  any amount received by the Operator by means of the fraudulent or unlawful use of a credit, debit or other payment mechanisms, or by any other fraudulent or unlawful means;
(c)
   any deposits made by the Linked Players associated by this agreement which are subsequently cancelled, refunded, reversed, or charged-back. The Operator will also be entitled to require repayment of Payments made as a result of such instances.


45.
  This Agreement provides no right for the Affiliate to audit the accounts and records of the Operator.


46.
  The Operator shall have the right to withhold permanently and/or recover any Payments due or made to the Affiliate as a result of traffic not generated using accepted internet marketing practices or as a result of fraudulent activity by the Affiliate or the leads, regardless of whether harm is so caused to the Operator. The decision of the Operator will be final.


47.
  Both before and after termination, the Operator will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Company whether under the Agreement or otherwise, and against any loss or damage suffered by the Company whether in relation to the Agreement or otherwise arising out of the Affiliate's acts or omissions.

 


SECTION 8: DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNITY


48.  Neither party warrants that the operation of their respective websites or other media means will be error-free or uninterrupted and neither party will be liable to the other party for the consequences of any such errors or interruption.


49.
  Otherwise than in accordance with clause 28 neither party makes any warranties of any kind, express or implied, including warranties of merchantability and fitness for purpose.


50.
  Nothing in this Agreement shall operate to exclude or limit either party’s liability for:

(a)   death or personal injury caused by its negligence; or
(b)
  fraud; or
(c)
   any other liability which cannot be excluded or limited under applicable law.


51.
  The Operator shall not be liable to the Affiliate for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any other indirect or consequential loss or damage.


52.
  Subject to clause 50 the Operator’s aggregate liability, arising in any calendar year in connection with this Agreement and the Affiliate Programme, shall be limited to direct damages, which shall in no circumstances exceed the total Commissions paid to the Affiliate under this Agreement in that calendar year. Nothing in this Agreement shall be construed to provide any rights or remedies to any person or entity not a party to this Agreement.


53.
  The Affiliate agrees to indemnify and hold the Operator harmless from and against all claims, causes of action, losses, liabilities, damages, judgments, costs and expenses resulting from any breach of this Agreement.


54.
  The Affiliate shall provide the Operator with reasonable cooperation and assistance in bringing and/or defending any claim or proceedings arising from or in connection with any matter relating to this Agreement (including, without limitation, the Website, the Application, the Promotional Materials and the Operator’s intellectual property).



SECTION 9: TERM AND TERMINATION
 
55.  This Agreement will continue in force until:


(a)
   Either party notifies the other party in writing that it wishes to terminate the Agreement, in which case this Agreement will be terminated immediately, without prejudice to any rights accrued under this Agreement. Termination is at will, for any reason, by either party; or


56.  For the purpose of notification of termination, delivery via e-mail is considered a written and immediate form of notification.


57.
  Upon termination, the following provisions shall apply:


(a)
   Commissions will no longer accrue or be payable by the Operator to the Affiliate.


(b)
  If the Operator continues to permit play from Linked Players after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.


58.
  Upon termination of this Agreement, the Affiliate shall immediately:


(a)
   Discontinue or disable the Link;


(b)
  Remove the Link and the Operator’s name and other Promotional Material from the Affiliate Site; and


(c)
   Destroy any copies of material from the Platform which are in the Affiliate’s possession, custody or control.

 


SECTION 10: GENERAL


59.  The failure by the Operator at any time to require strict performance by the Affiliate of any provision of this Agreement shall not affect in any way the Operators right to require such performance at any time thereafter, nor shall a waiver by the Operator of a breach of any provision of this Agreement be taken or held to be a waiver of any subsequent breach of the same provision or any other provision.


60.
  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions.

 

61.  This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement between the parties relating to such subject matter.

 

62.  Both parties understand and acknowledge that either party may enter into agreements of this type with third parties.

 

63.  The Affiliate may not assign or sub-contract any of its rights under his Agreement without the prior written consent of the Operator.

 

64.  The Operator reserves the right to amend this Agreement without written notice or prior consent.

 

65.  These terms and conditions supersede any other agreement with the Operator and the Affiliate made before or after the agreement of these Terms and Coniditions. 


66.
  This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with English law. Disputes arising out of or relating to this Agreement, its subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English courts.
 

NOTE: Section 11-13 of the Terms and Conditions shall only apply to Affiliates that have been approved onto the Platform after the date of 31st July 2015.

SECTION 11: VIP LEVELS
 
67. VIP Levels
are determined according to the Affiliate’s current month performance based on the below table:
 

Gold 60% Rev Share

Min of £50,000 Net Revenue

Silver 50% Rev Share

£10,000 - £49,999 Net Revenue

Bronze 40% Rev Share

£1 - £9999 Net Revenue

 
E.g. If you were Silver level or lower at the start of July and generated £51,000 within the month of July, you would be upgraded to Gold level for your July’s earnings and would receive a 60% revenue share.
 
68. Affiliates must meet the Net Revenue requirements in each level to qualify. No exceptions will be made for shortfalls.


69. VIP levels will only be maintained each month based on your current months activity and are not set for life once attained.


70. VIP levels must be attained by achieving the qualifying criteria and will not be awarded for any other reason. No exceptions will be made.

 

 

EXECUTED by the duly authorised representatives of the Parties.