Affiliation Program Terms and Conditions

Terms and Conditions

Last modified - 21st June 2010

The following is an agreement (this "Agreement") by and between ourselves, operating the Lady Luck Media Affiliate Program, and you, which contains the terms and conditions that apply to all members of our Lady Luck Media Affiliate Program.
Please carefully read this Agreement in its entirety. By submitting the application form located at here, you will be deemed to have agreed to join our Lady Luck Media Affiliate Program and to be bound by the terms and conditions set out in this Agreement, and this Agreement will become valid and binding as between you and us.

The following terms shall have the meaning as described here under:

"Chargeback" is a credit card transaction which is not collectable by the credit card company as a result of customer non-payment or fraudulent credit card use.

"Competing Marketing" is a marketing activity conducted by you in respect of the Sites, which in any way might compete or interfere with our marketing efforts. The following activities will be considered as activities, which if undertaken by you, would compete or interfere with our own marketing efforts and are prohibited: (i) the placement of Text Links and Banners on any internet site, including social networks, blogs and forums, on which we place advertisements for the Sites; and (ii) the promotion of the Sites by you by way of keyword advertising with internet search engines; and (iii) PPC and Keyword Bidding for terms identical or similar to any of the trademarks, trade names, URLs (including the words "Lady Luck Media" or any variations of such names as "ladyluckmedia.co.uk") which are used by us and the Sites.

"Fraud" means an actual or attempted act by you or any Client which is (i) illegal in any applicable jurisdiction, (ii) made in bad faith, or (iii) intended to defraud us or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us or any of the Sites any damage or harm. Spamming; false, misleading or unauthorized advertising or representations; use of stolen credit cards; and unauthorized use of any intellectual property rights (including third parties' and any of our or the Sites' rights).

"Client" is a person that enters any Site via your Tracker(s), has purchased services with such Site and is qualified and authorized to access and use the Site in accordance with the terms and conditions of use of such Site and with all applicable laws, rules and regulations.

"PPC and Keyword Bidding" is a marketing activity conducted by you (i) via advertising by the use of search engine ads; or (ii) purchase or register keywords, search terms or other identifiers for use in any search engine, portal, social network (including but not solely or limited to Facebook, Twitter, Bebo, Vkontakte etc), sponsored advertising service or other search or referral service; or (iii) Meta Tag keywords in PPC advertising.

"Promotion Mails" means graphical artwork or text regarding specific promotion campaigns, sent by us from time to time for dissemination by you.

"Revenue Commission" is the percentage of Net Revenue payable to you if you choose the Revenue Share payment plan.

"Sites" are the websites promoted by us and offered within the Lady Luck Media Affiliate Program, as they may be from time to time, and all of their related pages.

"Spam" means emails and messages that meet any one or more of the following criteria: (i) unsolicited mailing, usually sent to a large number of addressees; (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating IP Address and / or the originating email address; (iv) does not contain an online and real time Remove option, (v) bundles certain software with other software, or (vi) inserts icons or causes software download or installation or similar action without the consent of the addressee.

"Text Links and Banners" are the graphical artwork or text that will be directed to Sites through your Tracker, to permit a Client to hyperlink from your website to any Site.

"Trackers" are the unique tracking URLs that we provide exclusively to you for the term of this Agreement, through which we track Clients and calculate your Revenue Commission.

"Trademarks" means any logo, trade mark, trade name, design, domain name or similar identifying material that are owned or licensed by us or by any Site.

Joining the Affiliate Program

Appointment as an Affiliate. Following receipt of your application form and by this Agreement, we will consider accepting you as an affiliate in our Lady Luck Media Affiliate Program. Should we decide, in our sole and absolute discretion to accept you as an affiliate, this agreement will become binding between you and us, and we will grant you the non-exclusive, revocable right to direct potential clients to the Sites, pursuant to the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right to direct potential clients to the Sites or any other exclusive right in connection with the Sites or with the Lady Luck Media Affiliate Program. Other than the payment of the Revenue Commission, you will not have any rights relating to any Clients. We may operate additional affiliate programs in connection with the Sites or any other sites, and you will have no right with respect to such other programs, except for those rights we may expressly grant to you.

Affiliate Duties and Rights

Marketing, Promotion and Link to Sites. With this Agreement and by joining our Lady Luck Media Affiliate Program, you agree to market, promote and refer potential Clients to the Sites, by creating and maintaining a unique link from your site to the Sites and by disseminating Promotion Mails received from us. This link may be established with one or more of our Text Links and Banners, or offline promotional materials. You will be solely liable for the content and manner of your marketing and promotion activities. All such activities must be conducted at all times in a professional and lawful manner and pursuant to the terms and conditions of this Agreement.

Other Marketing or Other Activities Are Not Allowed. The only methods by which you may advertise, market and promote the Sites are the establishment and maintenance of the unique link from your site to the Sites using the Text Links and Banners or offline promotional materials, and the dissemination of Promotion Mails, unless we give you our prior written authorization for any other activity.

Permitted Layouts. You will use only our approved Text Links and Banners and Promotion Mails and will not alter their appearance, design or content, unless we give you our prior written authorization otherwise. At your request, we will provide you with a code that will enable you to post in your sites rotating banners from our marketing material. You understand and acknowledge that the appearance and contents of our Text Links and Banners and Promotion Mails constitute the only authorized and permitted representation of the Sites.

Legality of Use. You accept sole responsibility for determining whether your participation in our Affiliate Program is legal under any laws that apply to you. You understand that we do not provide you with any legal recommendation or assurance regarding such legality. Please consult legal counsel in the applicable jurisdiction if you have any doubts about the legality of your participation in our Affiliate Program or the receipt of any payments from us, under any applicable laws.

No Fraud. We have zero tolerance for inappropriate conduct and Fraudulent activity. You will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly, any act or traffic that involves Fraud. You will act at all times to refrain from, immediately stop and not allow any act or traffic that involves Fraud or that you believe or should reasonably believe to potentially involve Fraud, or any act or traffic that we inform you is suspected by us, in our discretion, to involve or potentially involve Fraud.

IT IS YOUR DUTY TO CONSULT AND CHECK REGULARLY THIS AGREEMENT REGARDING ANY CHANGES TO THIS LIST.

Sole Responsibility for Your Site. You will be solely responsible for the operation and content of your site, including for ensuring that materials posted on your site are not libelous, obscene, sexually explicit, violent or otherwise illegal, or, if notified by us in our discretion, otherwise unsuitable. You will be solely responsible that all the content of your site is original or otherwise is permitted to be published by the owner thereof. You will not make any claims, representations or warranties in connection with us or any of the Sites, and you will not be authorized to make any commitment or assume any liability or obligation on our behalf or on behalf of any of the Sites.

Additional Restrictions. In addition and without derogating from any of the above, you will not at any time by yourself, nor will you allow, assist or encourage others to, do any of the following: (i) Use or cause Spamming; (ii) Do any act that disparages us or any of the Sites or that otherwise is damaging or is reasonably expected to be damaging to our goodwill or to the goodwill of any Site; (iii) In any way alter, affect or interfere with the operation or accessibility of the Sites or any page thereof; (iv) Do any act which causes your site or any other site to copy or resemble the look and feel of any of the Sites or attempt to pass as any of the Sites or create the impression that any such sites are the Sites or otherwise confuse potential Clients in connection therewith; and (v) Communicate, engage or become involved with any of the Sites, in any way, without our prior written consent; and (vi) in any way engage with Competing Marketing.

Our Duties and Rights

Registering and Tracking Clients. We will register your Clients and track their sales, and will calculate the amounts payable to you in accordance with the applicable payment plan. We reserve the right to require the Sites to refuse new Clients or to close the accounts of existing Clients if necessary in our sole discretion in order to comply with any requirements we may periodically establish, including without limitation with regard to Fraud, unlawful activity, breach of the respective Site's terms and conditions of use, or otherwise.

Recording Calls. All telephone conversations between you and any of our staff may be recorded, and you hereby consent to such recording. Any recordings will be treated in the strictest confidence and may be used by us in events of misunderstanding or dispute.

Reports. We will provide you with remote online access to reports regarding Client activity and the Revenue Commission generated (if applicable). The form, content and frequency of the reports will be subject to change in our discretion. We will not be liable for the completeness or accuracy of any reports.

Commitment for Confidentiality. We are committed at all time for secrecy and confidentiality of your identity and information. However, We shall be entitled to inform relevant authorities, other online service providers and banks, credit card companies, electronic payment providers or other financial institutions of your identity and of any suspected unlawful, fraudulent or improper activity, and you will cooperate fully with us to investigate any such activity.

Proprietary Rights

License to Use Trademarks. We hereby grant you a non-exclusive, revocable, non-transferable sublicense, for the term of this Agreement, to use any Trademarks solely for the display of the Text Links and Banners on your sites. This sublicense cannot be sublicensed, assigned or otherwise transferred by you, unless approved in writing by us. Your right to use the Trademarks is limited to and arises only out of the sublicense herein granted. We have the right to terminate this sublicense at any time by written notice to you. This sublicense will be terminated automatically upon the termination of this Agreement for any reason. You shall not assert the invalidity or unenforceability, or otherwise contest the ownership of the Trademarks, in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or any of the Sites' rights (as an owner or licensee) in or to the Trademarks, or the right of any owner thereof, or render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You shall not register or attempt to register any logo, trade mark, trade name, design, domain name or similar identifying material that contain, are confusingly similar to or are comprised of any Trademarks.

Transactions made in violation of this provision will be deemed Fraud traffic and we will deduct applicable Revenues or traffic from the amounts payable to you hereunder.

Affiliate Identity

Verification of Identity. It is our policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. We will verify your identity through the information provided by you and by obtaining information from public sources and data. We will make our best efforts to reasonably ensure that we know the true identity of any of our affiliates.

Supporting Documentation. You agree to provide us any supporting documents requested by us. You are aware that we have the right to delay payments if supporting documents are not provided. Supporting documents may include any or all of the following for individuals: valid passport copy; valid driving license copy; a copy of a utility bill; a letter of reference from your bank; and a copy of a bank statement. For a company, supporting documentation may include a copy of the company's certification of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; and information regarding the identity of the beneficiary owner of the company and the identity of the directors of the company.

Payments and Fees

Alternative Payment Plans. The payment due and payable to you at the end of each calendar month will be determined according to the payment plan you choose. Under the Revenue Share payment plan, we will pay you the Revenue Commission as set forth below.

Revenue Share Payment Plan. Under the Revenue Share payment plan, we will pay you a commission at the rate that will be agreed by us on your Net Revenue in as applicable.

Payments for customer activity that is generated in a given month are paid via your preferred payment method on the 12th business day of the following month. Due to the nature of these web services and project completion dates, 50% of the commission on projects will be held in reserve for 2 months and then paid thereafter, or paid upon completion of the project if the project length is over 2 months.

Final and Binding Data and Calculations. All calculations in connection with the amount payable to you under the Revenue Share plans, will be made by us and based solely on our systems' data and records, and our calculations will be final and binding.

Change of Payment Plan. We reserve the right to change your chosen payment plan upon notice to you. Any such change will take effect only from the date of such notice.

Payment Procedure. We will send you every month a statement of account showing any balance due to you, if any, and if we do not receive any comments as to the correctness of the statement within two weeks, the statement of account will be deemed to have been accepted and agreed by you. You will be paid on a monthly basis, provided the amount payable to you is not less than £100. If this minimum amount is not reached in a particular month, we will be entitled to withhold payment and carry the amount due to you to the next calendar month and so on, until the minimum amount is reached. All payments will be due and paid in GBP or in any other currency in our discretion. We will transfer funds only to the designated account appearing in your application form. Third party wire transfer is prohibited by us.

Taxes and Other Charges. You are fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to you under this Agreement, including without limitation processing fees. You will indemnify and reimburse us for any costs, expenses or losses that may be caused to us as a result of any claim or demand made by any governmental or other authority, with regard to tax withholding obligations or similar obligations to which we may be subject in connection with making payments to you. We will be entitled to withhold or set-off any such amounts from the payments made to you.

Right to Withhold Amounts. We reserve the right to withhold all amounts due and payable to you under this Agreement if we believe that any Fraud has taken place or is contemplated which involves you, whether or not the withheld amounts relate to the event in question. If we believe that a Fraud has taken place or is contemplated by any Player without your knowledge, we will be entitled to withhold any amounts due to you in connection with such Fraud. We will also be entitled, in the foregoing events, to set-off from future amounts payable to you any amounts already received by you which can be shown to have been generated by Fraud. We will also have the right to withhold any amounts payable to you in the event that you pay any of your Clients any rake-back or other payment or financial incentive.

We do not support nor give hand to any kind of content stealing or copying (site scraping), and we reserve the right to close your account with us if you will be proven to use such methods, and/or to transfer the amounts payable to you to the original content creator.

We reserve the right to delay or withhold payments if any supporting documents are not provided to us upon request.

If we determine, in our sole discretion, that you have engaged in any activity forbidden in this Agreement, including without limitation activity that involves Excluded Territories, Competing Marketing or that you have otherwise breached any of your representations, warranties or undertakings in this Agreement, we (without limiting any other rights or remedies available to us) (i) may terminate this Agreement immediately; and (ii) withhold any amounts due and payable to you hereunder, whether or not generated by such forbidden activity or breach.

Chargebacks and Credits. All Chargeback and credit amounts will be deducted from your payment or the reserved funds. Chargeback and credit fees will be paid to the credit card companies and will be administered by us. If a Chargeback or any form of credit to the Client occurs during the fee payment-processing period (usually 12 business days), we reserve the right to deduct such amounts and the associated fees from the amounts due to you under the Revenue Share plan.

Term and Termination

Term and Termination. The term of this Agreement will begin when you submit your affiliate application form located here and will continue until either party notifies the other party that it wishes to terminate the Agreement, with or without cause, in which case this Agreement will be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON OR FOR NO REASON, BY EITHER PARTY.

For purposes of notification of termination, sending a notice via email is considered a written and immediate form of notification.

Without derogating from the termination at will provision above, we will immediately terminate this Agreement if we determine, in our sole discretion, that you or any of your Clients are engaged in Fraud, or that you have paid any of your Clients other payments or financial incentives, that we have doubt in respect of your true identity, any of your activities pose any risk to the integrity of the Affiliate Program; involves Excluded Territories; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; violates intellectual property rights (of ours, any Sites' or any third party's); includes content which is libelous, obscene, sexually explicit or violent; promotes any unlawful activities; or is unsuitable or inappropriate in our discretion.

If there is no activity in your account for forty five days, we will deem this Agreement to have been terminated by you without notice.

Results of Termination. Immediately following the termination of this Agreement for any reason, you must remove all of our Text Links and Banners from your site, as well as any other marks, names, symbols, logos, designs or any other material, graphics and content owned, developed, licensed or created by us and/or provided to you by us in connection with this Agreement. You must also disable any links from your site to any Site, and stop any activity relating to Promotion Mails. All rights and licenses given to you in this Agreement shall immediately terminate.

If you have failed to fulfill your obligations and responsibilities, we will not pay you the Revenue Commission otherwise owing to you on termination or thereafter, if applicable.

We may withhold your final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from you to us. We will be entitled to deduct from any payments due and payable to you, any such debts and liabilities due to us, if any.

Any continued access and use by Clients of any of the Sites following the termination of this Agreement, if any, shall not constitute continuation or renewal of this Agreement or a waiver of its termination.

Affiliate Representations and Warranties

Without derogating from, and in addition to, any of your other representations, warranties, covenants and obligations contained in this Agreement, you hereby represent and warrant to us the following: (1) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; (2) you are not involved or intend to be involved in or are aware of any act or traffic that involves your site and that constitutes or can be reasonably expected to constitute Fraud or illegal activity, including but not limited to money laundering, under any applicable law, rule or regulation; (3) you do not intend to be involved with Competing Marketing activities; and (4) by participating in our Affiliate Program, you acknowledge that you do not find our services to be offensive, objectionable or unfair in any way.

No Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE LADY LUCK MEDIA AFFILIATE PROGRAM OR TO ANY ARRANGEMENTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH REGARD TO THEIR FUNCTIONALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Indemnity

You will defend, indemnify, and hold us and our affiliates, and our and their directors, officers, employees, representatives and agents, harmless from and against any and all liabilities, losses, damages, 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; and (c) any claim or demand relating to the development, operation, maintenance, or contents of your site.

No Liability for Promoted Sites

We are not liable in any way, nor do we assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, contents or any other aspect related thereto.

Limitation of Liability

ANY LIABILITY TO YOU ARISING FROM THIS AGREEMENT AND THE LADY LUCK MEDIA AFFILIATE PROGRAM IS LIMITED TO DIRECT DAMAGES ONLY. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
IN ANY EVENT AND UNDER ANY CIRCUMSTANCES, OUR AGGREGATE AND TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE LADY LUCK MEDIA AFFILIATE PROGRAM WILL NOT EXCEED THE LESSER OF EITHER: (1) THE AMOUNT OF £15,000 (FIFTEEN THOUSAND GBP);OR (2) THE TOTAL PAYMENTS MADE TO YOU UNDER THIS AGREEMENT OVER THE 8 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
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.

The Parties Relationship

We and you 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, representations or obligations on our behalf. You will not make any statement, whether on your site or otherwise, that could be reasonably construed to contradict the foregoing.

Confidentiality

During your participation in our Affiliate Program, we may disclose to you or you might otherwise obtain certain information which is either marked or by its nature is confidential and proprietary to us (herein referred to as "Confidential Information"). You shall keep all such Confidential Information in strict confidence and not use any part of it, directly or indirectly, for any purpose other than the purpose of this Agreement. Confidential Information shall not include any information that is generally known or available to the public, or information required to be disclosed by applicable law or any legal agency having jurisdiction over you (in which case you will give us prompt notice of such requirement).

Acknowledgement and Independent Evaluation

YOU ACKNOWLEDGE THAT:
(1)YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS; (2)YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN OUR AFFILIATE PROGRAM AND THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.

YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER 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 SITE.

Amendments to Agreement

Amendments. We may amend any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting the amended agreement on this "Terms and Conditions" page on our site. Any changes will take effect from the date specified at the head of the Agreement and you are solely responsible for learning of any such amended versions and changes. It is important, therefore, that you log in from time to time to this page on our site and check to see whether there is any amended version. Amendments may include, for example, changes in the commission amounts payable under this Agreement, payment procedures, restrictions on operation and any other Lady Luck Media Affiliate Program rules. None of our employees, officers or agents may orally amend, modify or waive any provision of this Agreement.

IF ANY AMENDMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE LADY LUCK MEDIA AFFILIATE PROGRAM FOLLOWING OUR POSTING OF ANY AMENDED AGREEMENT ON OUR SITE WILL CONSTITUTE A BINDING ACCEPTANCE OF THE AMENDED AGREEMENT, WHETHER OR NOT YOU HAVE ACTUALLY LEARNED OF OR READ THE RELEVANT CHANGES.

Miscellaneous

Governing Law. The construction, validity and performance of this Agreement will be governed by English law.

Jurisdiction. The competent court in London will have exclusive jurisdiction in any matter arising from or related to this Agreement. This, however, shall not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief. The English language version of this Agreement will prevail over any other language version issued by us.

No 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 Assignment. You may not assign or transfer this Agreement or any part thereof without our prior written consent.

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.

Remedies and Injunctive Relief. Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of our rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. 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 by you of any provision of this Agreement, our rights and obligations 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, contract 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.