Affiliate Program Terms And Conditions

The following is an agreement (this “Agreement”) by and between ourselves, the Company, operating the nexapoker.com Affiliate Program (“nexapoker.com” or “We” or “us”), and you, which contains the terms and conditions that apply to all members of our nexapoker.com Affiliate Program.

Please carefully read this Agreement in its entirety. By submitting the application form located on www.nexapoker.com, you will be deemed to have agreed to join our nexapoler.com 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 hereunder:

“Affiliate Inactivity” means zero accumulated number of new unique depositing Users.

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

“Games/Casino Net Gaming” means the amount of Games bets minus Games winnings amount minus Games bonuses, Chargebacks or any other revenue returns, credits, compensations, or refunds given to Users, plus adjustments for Games bonuses.

“Casino/Sportsbook wagering” refers to the total of all real money bets placed by referred users in areas designated as Sportsbook and Casino products by the Operator

“Sportsbook Net Gaming” means the amount of Sportsbook bets minus Sportsbook winnings amount minus Sportsbook bonuses, Chargebacks or any other revenue returns, credits, compensations, or refunds given to Users, plus adjustments for Sportsbook bonuses.

“Chargeback” or “Credit” is a credit card transaction that is not collectible by the credit card company as a result of customer non-payment or fraudulent credit card use, or other User payment transaction which is revoked and for which a credit is given.

“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 (which includes, but shall not be limited to, internet sites, including social networks, blogs and forums on which advertisements for the Sites are already distributed); 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 “Nexa” or “Nexa Poker” or any variations of such names as “nexapoker.com”, “nexaonline”) which are used by us and the Sites.

“CPA Payment” is the one-time payment for every Qualifying User payable to you if you choose the CPA payment plan.

“Deposits” are the funds transferred by Users to their user accounts at the relevant Sites.

“Exit Traffic” means the traffic that you bring via an exit window when Users leave a Site (using your unique Tracker).

“Fraud” / “Fraudulent Activity” means an actual or attempted act by you or any User 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. Fraud shall include, without limitation: collusion; abuse of bonuses or other promotions; abuse of the CPA commission structure; spamming; false, misleading or unauthorized advertising or representations; use of stolen credit cards; rake-back activity; wagering through the use of a program or software; and unauthorized use of any intellectual property rights (including third parties and any of our or the Sites’ rights).

“Gaming Tax” means any tax, duty or levy, including VAT (or equivalent) or other statutory deductions or payments, imposed by any authority in any jurisdiction in respect of bets, stakes, rakes or entry fees received from Customers, whether charged on turnover, gross profits and/or any other profit calculation;

“GDPR” refers to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).”

“Marks” means any logo, trademark, trade name, design, domain name, or similar identifying material that are owned or licensed by us or by any Site.

“Overlays” means the gap between a poker tournament’s guaranteed prize pool and the actual prize pool generated by the entrants. This includes where the organiser adds the amount to meet the necessary guarantee when this is not fully contributed by the participating players.

“Poker Net Gaming” means the total of all User Rakes plus Poker tournament entry fees minus Poker bonuses, Chargebacks or any other revenue returns, credits, compensations, or refunds given to Users, plus adjustments for Poker bonuses.

“Poker Side Games” means the amount of Poker Side Games bets minus Poker Side Games winnings minus Poker Side Games bonuses, Chargebacks, or any other revenue returns, credits, compensations, or refunds given to Users, plus adjustments for Casino bonuses.

“Poker Gross Revenue” total of all User Rakes plus poker tournament entry fees in the relevant calendar month, fewer Chargebacks; and any other revenue returns, credits, compensations, or refunds are given to Users.

“Privacy and Data Protection Requirements” means the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003), GDPR and all applicable laws and regulations relating to the processing of personal data, direct marketing, and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction.

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

“Qualifying Players” is a User who deposits at least once, meets the minimum stake requirements, and meets any other qualifications which We may add from time to time at our discretion.

“Revenue Commission”” is the percentage of Poker Net Gaming and/or Casino/Sportsbook wagering payable to you if you choose the Revenue Share payment plan. We shall be entitled to set off any costs related to the processing service provider, any third party license fee, royalties or any other applicable payments to third parties as well as any tax, including applicable gaming tax, charge, levy, tariff or any other similar mandatory payments levied or charged on gaming turnover. For Casino/Sportsbook revenue commission based on Net Gaming, please contact your affiliate manager.

“Sites” are the websites promoted by us and offered within the nexapoker.com 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; (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating IP Address and/or the originating email address and/or you as the sender of the email/ message, and/ or indicates or implies that the message is sent by us (including by way of example and without limitation by naming us as the sender of a Promotion Mail); (iv) does not contain an online and real-time Remove/unsubscribe option, which is presented clearly in each communication; (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.

“Sub-Affiliates” mean persons who were introduced to us by you and who join our nexapoker.com Affiliate Program as regular affiliates, and in respect of which We shall pay you certain commissions, as further described in this Agreement. The Sub affiliates will undergo the same regulatory requirements as you, to be approved for advertising through nexapoker.com.

“Terminated user/ Frozen account” means a User’s account that has been closed or put on temporary hold due to Fraudulent or other suspicious activity, due to the User’s request, or any other circumstances in which nexapoker.com decided to freeze a User’s account.

“Trackers” are the unique tracking URLs that We provide exclusively to you for the term of this Agreement, through which We track Users and calculate your Revenue Commission or CPA Payment, as applicable.

“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.

“User” or “Player” is a person that enters any Site via your Tracker(s), has opened a new account 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.

“User Rake” in the case of Poker means any rake collected from a User.

“Withdrawals” are the funds transferred directly or through a payment provider available in yout region

Appointment and Proprietary Rights

By this Agreement and upon receiving your application, We will consider accepting you as an affiliate in our nexapoker.com Affiliate Program. If We decide, in our discretion, to accept you as an affiliate, this Agreement will become valid and binding as between you and us, and We will hereby grant you the non-exclusive, revocable and non-transferable right to direct potential Users to the Sites, in accordance with the terms and conditions of this Agreement.

This Agreement does not grant you an exclusive right to direct potential Users to the Sites or any other exclusive right in connection with the Sites or with the nexapoker.com Affiliate Program. Except for the payment of the Revenue Commission or CPA Payment, as applicable, you will not have any rights with respect to any Users.

We may operate additional affiliate programs in connection with the Sites or any other sites, and you will have no right in connection with such other programs, other than those rights We may expressly grant to you.

License to Use Marks

We hereby grant you a non-exclusive, revocable, non-transferable sublicense, for the term of this Agreement, to use any Marks solely for the display of the Banners and Text Links on your sites.

This sublicense cannot be further sub-licensed, assigned, or otherwise transferred by you unless approved in writing by us. Your right to use the Marks 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 Marks, 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 Marks, 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, trademark, trade name, design, domain name, or similar identifying material that contains, are confusingly similar to, or are comprised of any Marks.

Commercial Use Only

The marketing opportunity presented in our Affiliate Program is for commercial use only, and you, your family members, friends, or associates may not make Deposits, directly or indirectly, through any of your Trackers for your or their own personal use or to increase the amounts payable to you under this Agreement by any act which involves Fraud.

If you wish to make test transactions to evaluate the system, including Deposits, please contact [email protected] so we can refund the charges once you have completed your testing.

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

Users’ Data

You will, at all times, observe all applicable Privacy and Data Protection Requirements and take all reasonable precautions to ensure that all user data is sourced, held, used, and otherwise processed ethically and in full compliance with all Privacy and Data Protection Requirements. This shall include without limitation you ensuring that the individuals concerned have, where legally required, provided consent, been afforded the opportunity to opt in to receive, and the opportunity to unsubscribe from, any relevant marketing material. You accept and agree that you shall be solely responsible and liable for selecting the individuals to whom Promotion Mails will be sent or otherwise communicated, and for ensuring that such activities are carried out in compliance with all applicable Privacy and Data Protection Requirements and that you will therefore be the person sending and instigating the sending of all such communications (notwithstanding that they are required to comply with all provisions of this Agreement). It is clarified that any and all data relating to the Users which Users provide to us shall be and remain our exclusive property.

Affiliates Privacy Policy:

We will use your personal information (meaning any information about you from which you can be personally identified, such as your name, address, telephone number, and email address) for the following purposes:

• to set up and maintain your account with us;
• to provide the services set out in these terms and conditions to you;
• to verify the information which you provide us, and to comply with relevant regulatory requirements;
• to monitor activities in order to detect fraudulent, criminal or improper activities (including money laundering), and breaches of these terms and conditions;
• to keep you informed of our future marketing and promotions;
• to provide you with information about your account; and
• or any other purpose which is necessary for the performance of our contractual obligations to you, or for enforcing your compliance with your contractual obligations to us.

We may disclose your personal information to relevant third parties for the above purposes, including (without limitation) to:

• identity and/or age verification agencies; and/or
• credit checking agencies; and/or
• relevant authorities; and/or
• gambling operators or service providers; and/or
• electronic payment providers or financial institutions.

If we transfer your personal information outside of the European Economic Area, we will ensure that there are adequate measures in place to ensure that your personal information is protected (including transferring to a jurisdiction which the European Commission recognizes as providing adequate protection for the rights and freedoms of data subjects in connection with the processing of their personal data).

Your Rights and Obligations

Promotion and Link to Sites

By joining our nexapoker.com Affiliate Program, you agree to market, promote and refer potential Users to the Sites, by creating and maintaining a unique link from your site to the Sites and by disseminating Promotional Mails provided that you have obtained our advance written approval of the content which is used around such link, and the form of such Promotional Emails. Such links may be established with one or more of our Banners and Text Links. 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 in compliance with all applicable laws and regulations, including without limitation with Privacy and Data Protection Requirements (including without limitation any and all requirements to obtain individuals’ consent prior to marketing). With our written permission, you may link directly to the Sites’ downloadable.exe file, and in this case, We may ask you to comply with additional relevant requirements.

No Other Marketing or Other Activity

The establishment and maintenance of the unique link from your site to the Sites using the Banners and Text Links, and the dissemination of Promotional Mails, are the only methods by which you may advertise, market and promote the Sites in compliance with the terms of this Agreement unless We give you our prior written authorization for any other activity.

You will not at any time by yourself, nor will you allow, assist or encourage others to market and promote the nexapoker.com Affiliate Program or any of the Sites, directly or indirectly within any environment that could reasonably be construed as itself operating illegally or in such a way that any association with such an environment may cause damage to the reputation of nexapoker.com Affiliate Program or any of the Sites (by way of a non-exhaustive example only, file-sharing sites clearly supporting piracy activity).

Approved Layouts

You will use only our approved Banners and Text Links and Promotional Mails and will not alter their appearance, design, or content unless We give you our prior written authorization otherwise. At your request, We may provide you with a code that will enable you to post in your site rotating banners from our banner farm.

You understand and acknowledge that the appearance and contents of our Banners and Text Links and Promotional Mails constitute the only authorized and permitted representation of the Sites.

Age Limitation

You can only participate in our Affiliate Program if you are of the legal age determined by any applicable laws in your jurisdiction. In any event and under any circumstances, you cannot participate in our Affiliate Program if you are under 18 years of age. We reserve the right to ask for proof of age from you and your account may be suspended until satisfactory proof of age is provided to us.

You will not by yourself, nor will you allow, assist or encourage others to, market and promote the nexapoker.com Affiliate Program or any of the Sites, directly or indirectly, to persons that are less than 18 years of age or such higher age as may apply in the jurisdiction that you are targeting, or develop or implement marketing and promotion strategies in respect thereof.

Socially Responsible Marketing

Notwithstanding the obligation to comply with all applicable advertising regulations, you must ensure any content you create, publish or otherwise distribute and that is intended to attract traffic to the Sites does not:

• portray, condone or encourage gambling behavior that is socially irresponsible or could lead to financial, social or emotional harm
• exploit the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of children, young persons or other vulnerable persons
• suggest that gambling can provide an escape from personal, professional or educational problems such as loneliness or depression
• suggest that gambling can be a solution to financial concerns, an alternative to employment or a way to achieve financial security
• portray gambling as indispensable or as taking priority in life; for example, over family, friends or professional or educational commitments
• suggest that gambling can enhance personal qualities, for example, that it can improve self-image or self-esteem, or is a way to gain control, superiority, recognition or admiration
• suggest peer pressure to gamble nor disparage abstention
• link gambling to seduction, sexual success or enhanced attractiveness
• portray gambling in a context of toughness or link it to resilience or recklessness
• suggest gambling is a rite of passage
• suggest that solitary gambling is preferable to social gambling
• be likely to be of particular appeal to children or young persons, especially by reflecting or being associated with youth culture
• include a child or a young person. No-one who is, or seems to be, under 21 years old may be featured gambling or playing a significant role. No-one may behave in an adolescent, juvenile or loutish way
• exploit cultural beliefs or traditions about gambling or luck
• condone or encourage criminal or anti-social behaviour; or
• condone or feature gambling in a working environment (unless licensed gambling premises).

Legality of Use

You accept sole responsibility for determining whether your participation in our Affiliate Program is legal under any laws or regulatory requirements 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. It is your responsibility to remain abreast of all legal and regulatory developments within the jurisdictions you are located or in which (or into which) you conduct marketing activity to ensure that you fully comply with all applicable laws at all times. Notwithstanding the obligation to comply with laws and regulations in general, you must also ensure that all marketing and advertising you undertake through your involvement with the nexapoker.com Affiliate Program is conducted in full compliance with any applicable advertising regulations (including, but not limited to, restrictions and/or requirements relating to content or location/positioning of material) and the Privacy and Data Protection Requirements.

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 and promptly inform us of 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 are suspected by us, in our discretion, to involve or potentially involve Fraud.

In addition, You will not direct to the Sites Users involved in Fraudulent activity. In the event that nexapoker.com believes that a User is involved in Fraudulent activity, nexapoker.com will immediately freeze such User’s account and You will not be entitled to any Revenue Commission or CPA payments due to You under this Agreement in relation to such User.

Excluded Territories and Other Territorial Restrictions

You will not market or promote any Site within or to persons from any Excluded Territories; or be involved in any traffic coming from any Excluded Territories; or allow, assist or encourage circumvention of any restriction put in place by us and/or any Site in connection with Excluded Territories. “Excluded Territories” include the territories indicated in the list below, which may be changed by us from time to time.

Excluded territories

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

The Excluded Territories are as follows: Australia, Romania, Austria, BeGgium, Bulgaria, Burkina Faso, Canada (Province of Ontario), Cyprus, Czechia, Denmark, Estonia, France, Germany, Greece,Hungary, Isle of Man, Israel, Italy, Latvia, Lithuania, Malta, Netherlands, Kingdom of the Philippines (the), Portugal, Slovakia, Spain, Sweden, India, Türkiye, United Arab Emirates (the), Singapore, Virgin Islands (British), Brazil, Colombia, Afghanistan, American Samoa, Aruba, Belarus, Bonaire, Central African Republic (the), China, Christmas Island, Cocos (Keeling) Islands (the), Congo (the Democratic Republic of the), Curaçao, French Guiana, French Polynesia, French Southern Territories (the), Guadeloupe, Guam, Iran (Islamic Republic of), Iraq, Japan, Korea (the Democratic People's Republic of) (North Korea), Lebanon, Libya, Martinique, Mayotte, Myanmar, New Caledonia, Norfolk Island, Northern Ireland, Northern Mariana Islands (the), Puerto Rico,Réunion, Russian Federation (the), Saint Barthelemy, Saint Martin (French part), Saint Pierre and Miquelon, Sint Maarten (Dutch part), Somalia, Syrian Arab Republic (the), United States Minor Outlying Islands (the), United States of America (the), Uzbekistan, Virgin Islands (U.S.), Wallis and Futuna, Yemen, Zimbabwe, United Kingdom of Great Britain

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, objectionable or offensive, 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.

No Rake-Backs

We do not allow any form of rake-backs in our Affiliate Program. You will not offer any rake-back or so-called rake-back schemes whatsoever, or any similar schemes that offer or allow a portion of the users’ rake to be returned to the User in any form. You will also not advertise or be engaged with any site that offers rake-backs. We reserve the right to withhold any amounts due to you if We believe you were involved in any rake-back activity.

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 (provided that the relevant information was not made known to the public by you or any third party breaching a confidentiality obligation), 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).

Other 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:

• Use or cause or instigate the sending or other communication of Spam or of other communications which breach the Privacy and Data Protection Requirements.
• 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.
• In any way alter, affect or interfere with the operation or accessibility of the Sites or any page thereof.
• 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 Users in connection therewith.
• Communicate, engage or become involved with any of the Sites, in any way, without our prior written consent; nor
• undertake any marketing activities which might indicate or imply that you are part of us, or under direct or indirect common ownership with us.

Auditing and Proving Compliance with Privacy and Data Protection Requirements.

You shall:

• keep at your normal place of business detailed, accurate, and up-to-date records relating to compliance with all applicable Privacy and Data Protection Requirements (including without limitation all evidence of measures taken to comply with such requirements, and of the details of how and when and by whom consents were obtained from potential Users, and a copy or screenshot showing the form of consent given) (“Records”);
• provide copies of Records within 24 hours upon receipt of a written request for the same from us;
• permit us and our third-party representatives, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of Privacy and Data Protection Requirements, to:
  • (a) gain access to, and take copies of, the Records; and
  • (b) inspect all Records, for the purpose of auditing your compliance with your obligations under this Agreement; and
• give all necessary assistance to the conduct of such audits.

We shall only use the information provided under this clause for the purposes of determining whether you are complying with your obligations under this Agreement and taking any steps that we may deem appropriate in the event of non-compliance.

Our Rights and Obligations

Registering and Tracking Users

We will register your Users and track their play 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 Users or to close the accounts of existing Users 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.

Payments

We will make payments to you in accordance with the applicable payment plan, as set forth in detail below. Due to nexapoker.com’s identity verification process, the first payment to a new affiliate and/or first payment made to a new bank account of a current affiliate could take up to 30 business days to process.

Reports

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

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.

Confidentiality

We are committed at all times to the secrecy and confidentiality of your identity and information. However, we shall be entitled to inform relevant authorities, online casino operators, 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. We may also inform Users of your identity and contact details in the event that we (i) consider it appropriate to do so as a result of our belief you have been involved in illegal activity (including without limitation a potential breach of any Privacy and Data Protection Requirement); and/ or (ii) are obliged under law or ordered by a court or regulator to do so.

Identity Verification and Supporting Documentation

Identity Verification

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 with 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 an 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 default Revenue Share payment plan, We will pay you a commission on your Poker Net Gaming/ Casino/Sportsbook Wagering, at a percentage that will be determined according to the number of Qualifying Users generated on your Trackers, as agreed at the time of your onboarding.

For Casino/Sportsbook revenue commission based on Net Gaming, please contact your affiliate manager. Under the Revenue Share payment plan based on Casino/Sportsbook Net Gaming, we will pay you a commission at a percentage that will be determined according to the number of Qualifying Users generated on your Trackers, as agreed at the time of your onboarding. Under the CPA payment plan, you will receive a one-time payment for every new Qualifying User directed by you to any Site that pays the required minimum deposit.

Minimum Activity Qualification: In order to maintain the active status of the affiliate account, Nexa Poker reserves the right (after 3 months of inactivity, in the event that you will not direct any Qualifying Users to any Site for the period of 3 months and be considered as an inactive Affiliate), to reduce the affiliate’s revenue share to 12.5% until such time as Nexa Poker management are assured that the affiliate is actively promoting the brands. If the Affiliate is not able to provide proof that they are actively promoting the brand to Nexa Poker’s satisfaction, Nexa Poker will need to re-negotiate any agreement with the affiliate upon the affiliate contacting Nexa Poker about this.

Affiliates Deals: CPA, Revenue Share, Fixed Fee

Revenue Share on Net Gaming: Revenue Share Calculation: GGR – Welcome Bonus – VIP system – Onsite/CRM Promos – 5% Admin fee – Overlays = NGR

Revenue share on wagering (Casino/Sportsbook): Revenue Share Calculation: Casino/Sportsbook wagering multiplied by the revenue share %.

Commission Payments: Bankwire, Skrill

CPA: Inquire within

Fixed Fees: Inquire within

Rake is calculated on a 1:1 ratio

In any event of a Chargeback, Credit, or freezing of any account, such a User will not be considered for the purpose of the CPA plan, and any CPA Payment made to you in respect of such User shall be deducted from future payments to you.

A CPA Payment will be due and payable to you in respect of a Qualifying User only upon the first registration of such User in one of the Sites and the depositing of the minimum required amount specified in the CPA tables above and meets the minimum state requirements, as agreed upon in writing with your affiliate manager. Any subsequent activities of such User in that Site or in other Sites, including playing different games in that Site or in other Sites (for example, playing Poker after Casino games), will not entail any payment to you. A CPA Payment will be paid to you only once for each Qualifying User, regardless of the number of Sites and/or number or type of games played by that User.

For our casino offering a return to player pay-out ratio applies. In order to review specific pay-out ratios per game players may refer to the return to player rates (RTP) listed within the individual game frame. The term pay-out ratio or RTP refers to the relationship between stakes and winnings.

Final and Binding Data and Calculations

All calculations in connection with the amount payable to you, whether under the Revenue Share or the CPA payment plans, will be made by us and based solely on our systems’ data and records, and our calculations will be final and binding. As part of the monthly payments process, We will carry out a data reconciliation process to ensure data accuracy and correct billing for the previous month. This process may take up to 7 business days and may include without limitation: a) the detection of Fraudulent User activity that will be excluded from the Affiliate’s payment, and b) failed transactions that will be credited to the Affiliate’s account. We shall begin the reconciliation process at the start of every calendar month.

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.

Business by Other Persons

You shall have no claims to the Revenue Commission, CPA Payment, or other compensation on business secured by or through persons or entities other than yourself.

Your Losses as a User

If you are also a User in one of the Sites, We reserve the right not to include your losses or rakes as a User in the Revenue Commission due to you.

Exit Traffic

Exit Traffic will be considered as regular traffic for the purpose of calculating your Revenue Commission (if applicable).

Payment Procedure

We will send you every month a statement of account showing any balance due to you if any, and if We will 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 $500. 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 Euro or in any other currency at our discretion.

We will transfer funds only to the designated account appearing in your application form. Third-party wire transfer is prohibited by us.

Correction to Revenue Commission

You accept that we reserve the right to make corrections in the Revenue Commission if the win-loss vs Poker Gross Revenue ratio is showing that the traffic coming from You is impacting the ecology of the poker session.

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 any 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.

Security Reserve

A rolling security reserve of 8% of all amounts due to you may be withheld for up to 6 months from the payment due date. The security reserve will serve to guarantee any debt or liability from you to us pursuant to this Agreement, such as in connection with Fraud, Chargebacks, Credits, etc.

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 User 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 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, or that you have otherwise breached any of your representations, warranties or undertakings in this Agreement, We may (without limiting any other rights or remedies available to us) withhold any amounts due and payable to you hereunder, whether or not generated by such forbidden activity or breach.

Negative Balance Carry-Over (NCO)

A negative balance in your affiliate account with us is relevant only to the Poker/Casino/Sportsbook Revenue Share payment plan based on Net Gaming and means that the total of all bets generated on your Trackers is less than the total of all winnings plus bonuses generated on your Trackers (i.e., your Casino Net Revenue is negative).

A master affiliate is responsible for the Casino/Sportsbook NCO of their sub-affiliates under the Casino/Sportsbook Revenue Share payment plan based on Net Gaming. Any negative Casino/Sportsbook commission is deducted from the master-affiliate’s balance on a monthly basis and deleted from the sub-affiliate’s balance for the same month.

No NCO is applied for the Casino/Sportsbook Revenue Share payment plan based on wagering.

Sub-Affiliates

Any person who was introduced to us by you and joins the nexapoker.com Affiliate Program as an affiliate thereof, by submitting to us the standard application form through the Sub-Affiliate link on the nexapoker.com Affiliate Program site, will be considered to be your Sub-Affiliate and tracked as such. Any Sub-Affiliate will be treated as a regular Affiliate in the nexapoker.com Affiliate Program and will be bound by the terms and conditions of this Agreement, and you will be liable to us, jointly and severally with any Sub-Affiliate, for the performance of such Sub-Affiliate’s obligations under the Agreement.

To reward you for your Sub-Affiliates and to incentivize you to obtain additional Sub-Affiliates, in addition to paying the Sub-Affiliate (as an affiliate of ours) the commissions set forth in this Agreement, We will also pay you an additional commission in respect of the payments made to the Sub-Affiliate, as set forth in the table below.

Levels in Relation to You *

1st Tier – 2.0% Commission

2nd Tier – Contact your affiliate manager for more information

3rd Tier – Contact your affiliate manager for more information

* All of your Sub-Affiliates are our affiliates and, as such, will be entitled to payments according to one of the payment plans described above. Being our affiliates who are party to this Agreement, they will also be entitled to introduce to us their own Sub-Affiliates, each of whom will automatically also be considered as your indirect Sub-Affiliate. As a result, you may have “under you” a chain of Sub-Affiliates, each constituting a certain “Tier” in relation to you. The commission table above shows the percentage you will be entitled to receive from us of the payments made by us to the relevant Sub-Affiliate. For example, if a User uses any of the Sites through a 3rd Tier Sub-Affiliate of yours (i.e. the User enters the Site through the unique link given by us to such Sub-Affiliate as an affiliate of ours), We will pay you, in addition to the payments made by us to that Sub-Affiliate in accordance with the applicable payment plan, a commission of all such payments.

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 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 Users are engaged in Fraud

You have paid any of your Users rake-backs or other payments or financial incentives

We have doubt in respect of your true identity

Any of your activities pose any risk to the integrity of the Affiliate Program

You reduce or suspend the promotion of our sites

Your site is aimed at minors (below the age of 18 or a higher age as determined in any applicable jurisdiction); involves Excluded Territories; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; violated intellectual property rights (of ours, any Sites’ or any third party’s); including content which is libelous, obscene, sexually explicit or violent, promoted any unlawful activities, or is unsuitable or inappropriate in our discretion.

Results of Termination

In the event of termination:

The affiliate must remove any and all Nexa Poker banners and links from the webmaster’s website.

All rights provided to the affiliate in virtue of the present agreement shall immediately terminate.

The affiliate will be entitled only to those unpaid referral fees, if any, earned by the webmaster on or prior to the date of termination. The webmaster will not be entitled to the referral fees with respect to play occurring after the date of termination.

Nexa Poker reserves the right to withhold any payment due to the webmaster in order to ensure that the correct amount is owed and paid.

Any continued access and use by the User 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.

If an affiliate has not logged into his/her accounts and has not responded to Nexa Poker contact efforts for a period of 365 days, Nexa Poker reserves the right to close the affiliate account as well the administrative player account.

Your 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 under the age of either (i) 18, or (ii) the age at which gambling activities are legal under the law of the jurisdiction that applies to you, whichever is greater; (3) you are not a resident of any of the Excluded Territories; (4) 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; (5) you will not knowingly and deliberately direct to the Sites Users involved in Fraudulent activity; and (6) by participating in our Affiliate Program, you acknowledge that you do not find our services to be offensive, objectionable or unfair in any way.

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 Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE nexapoker.com 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.

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 nexapoker.com 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 nexapoker.com AFFILIATE PROGRAM WILL NOT EXCEED THE LESSER OF EITHER:

THE AMOUNT OF $100,000 (ONE HUNDRED THOUSAND U.S. DOLLARS); OR

THE TOTAL PAYMENTS MADE TO YOU UNDER THIS AGREEMENT OVER THE 12 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.

Relationship of Parties

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.

Independent Investigation and Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS.

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 WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE.

YOU ACKNOWLEDGE THAT 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.

Amendments to Agreement

We reserve the right to make immaterial changes to these Terms and Conditions at any time and in our sole discretion. If we make any material changes to these Terms and Conditions, we will give you as much prior notice of such changes as is reasonably practicable but, in any event, you will be notified of material changes before these come into effect. After being informed of the changes, you will be asked to ‘Agree’ to the changes to continue to use our services. Your continued use of the services after being notified of the material changes, and after indicating your acceptance of them, will be deemed to be your acceptance of the changes. If you do not agree to the material changes, the agreement will be terminated from the date of notice.

IF ANY AMENDMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE nexapoker.com 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 and Jurisdiction

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

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.

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. We may freely assign or transfer this Agreement or any part thereof without your prior written consent.

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 another 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 is 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

Register or contact our affiliate managers through [email protected]