Income Access - Affiliate Marketing Solutions

INTOUCH GAMES LIMITED AFFILIATE PROGRAMME

TERMS AND CONDITIONS

BACKGROUND

(A) The mFortune Casino application, software, brand and the Website is solely owned and operated by Intouch Games Limited.

(B) The Affiliate owns and operates the Affiliate Site.

1. iNTERPRETATION

“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.

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

“Application” means the mFortune Casino application owned and operated by Intouch Games Limited.

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

“Link” means the hypertext reference link from the Affiliate Site to the Website.

“Linking Licence” means the non-exclusive, limited, revocable licence to provide a hypertext reference link from the Affiliate Site to the initial, top-level display of the Website, granted to the Affiliate by Intouch Games Limited.

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

“Net Gaming Revenue” shall be defined as the total amount of Deposits by the Leads less total amount of Processed Withdrawals by the Leads 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).

(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.

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

(a) 50% of Net Gaming Revenue; and / or

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

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

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

“Website” means the mFortune Casino website located at www.mfortune.co.uk.

2. AFFILIATE PROGRAMME

2.1 Intouch Games Limited reserves the right, at its absolute discretion, to reject any application to participate in its Affiliate Programme.

2.2 Upon the acceptance of any application, the Affiliate will be granted by Intouch Games Limited the Linking Licence and right to use the Promotional Material, in accordance with clause 3.

2.3 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.

3. LINKING LICENCE

3.1 During the term of this Agreement, Intouch Games Limited 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.

3.2 Intouch Games Limited reserves the right on demand, as it in its discretion thinks fit, to direct the Affiliate to remove any Link or Promotional Material, from the Affiliate Site.

3.3 The Affiliate will comply with any direction that Intouch Games Limited may give in relation to the placing of the Link and the Promotional Material on the Affiliate Site.

3.4 Intouch Games Limited and/or mFortune Casino reserves the right to operate its gaming services in the manner it deems appropriate, including the right to alter, suspend or cancel any of the gaming services at any time, with 30 days’ notice to the Affiliate.

4. AFFILIATE DUTIES AND RESPONSIBILITIES

4.1 The Affiliate shall not:

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

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

(d) in any way suggest that Intouch Games Limited or mFortune Casino is endorsing any products or services other than its own; or

(e) misrepresent the relationship between the Affiliate and Intouch Games Limited or mFortune Casino nor present any other false information about Intouch Games Limited and/or mFortune Casino; or

(f) use any of Intouch Games Limited’s trademarks without express written permission from Intouch Games Limited; 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 Website; 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 Intouch Games Limited and/or mFortune Casino; or

(l) create, develop or use 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 Website (or any part thereof), (iii) the word “mFortune” (in any format), or (iv) any other intellectual property belonging to Intouch Games Limited; 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 Intouch Games Limited’s intellectual property (including, without limitation, the Promotional Materials) without Intouch Games Limited’s express prior written consent.

4.2 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 Intouch Games Limited from time to time.

4.3 The Affiliate warrants that neither the Affiliate Site (whether or not such site is notified to Intouch Games Limited in accordance with an application made pursuant to clause 2) or other media means:

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

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

5. MARKETING MATERIALS

5.1 The Affiliate agrees that in fulfilling the Purpose they will only use the Promotional Material made available by Intouch Games Limited upon the Affiliate Site

5.2 Other materials will have to be approved by written notification from Intouch Games Limited.

5.3 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 Intouch Games Limited to remove and/or update any Promotional Material.

5.4 Intouch Games Limited does not allow hits from spamming or listing on newsgroups, or any antisocial, deceptive or unethical methods.

5.5 In the event any of the methods outlined in clause 5.4 exist, Intouch Games Limited 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.

5.6 The Affiliate shall not send unsolicited marketing communications, including (without limitation) via email or SMS, containing reference to the Application, the Website or any related products and/or services to third parties without express written permission from Intouch Games Limited. If the Affiliate is found to be engaging in such activity, Intouch Games Limited 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.

5.7 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 Intouch Games Limited and/or mFortune Casino.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 The Affiliate acknowledges that the Website and the Promotional Material (including without limitation, all content, text, images, software, media and other materials) are proprietary to Intouch Games Limited, 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 Intouch Games Limited.

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

6.3 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 Intouch Games Limited and to the extent that any goodwill generated may vest in the Affiliate, the Affiliate hereby transfers all such goodwill to Intouch Games Limited.

7. PAYMENTS

7.1 Intouch Games Limited will account to the Affiliate for all Payments due in respect of a calendar month within 30 days of the end of the following calendar month, unless the amount due is less than £50.00 ($100.00), in which case the Payments may be held over to the next payment date.

7.2 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 Intouch Games Limited.

7.3 If Intouch Games Limited 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.

7.4 Payments to the Affiliate will be made in UK Pounds Sterling by bank transfer (using such payment details as are provided by the Affiliate on the Registration Form).

7.5 No Payments will be due in respect of:

(a) any wagers made on Intouch Games Limited Websites associated by this agreement including the mFortune 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 Intouch Games Limited 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 leads associated by this agreement which are subsequently cancelled, refunded, reversed, or charged-back. Intouch Games Limited will also be entitled to require repayment of Payments made as a result of such purchases.

7.6 This Agreement provides no right for the Affiliate to audit the accounts and records of Intouch Games Limited.

7.7 Intouch Games Limited 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 Intouch Games Limited. The decision of Intouch Games Limited will be final.

7.8 Both before and after termination, Intouch Games Limited 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.

8. DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNITY

8.1 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.

8.2 Otherwise than in accordance with clause 4.2, neither party makes any warranties of any kind, express or implied, including warranties of merchantability and fitness for purpose.

8.3 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

8.4 Intouch Games Limited 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.

8.5 Subject to clause 8.3 Intouch Games Limited’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.

8.6 The Affiliate agrees to indemnify and hold Intouch Games Limited and/or mFortune Casino harmless from and against all claims, causes of action, losses, liabilities, damages, judgments, costs and expenses resulting from any breach of this Agreement.

8.7 The Affiliate shall provide Intouch Games Limited 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 Intouch Games Limited’s intellectual property).

9. TERM AND TERMINATION

9.1 This Agreement will continue in force until 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.

9.2 For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

9.3 Upon termination, the following provisions shall apply:

(a) If Intouch Games Limited 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.

(b) Except where the Affiliate is in breach of this Agreement, on termination of this Agreement the Affiliate will continue to receive revenues from Linked Players for a period of 12 months after termination.

9.4 Intouch Games Limited may terminate this Agreement at its sole discretion if it determines that the Affiliate Site or other media means are unsuitable. Unsuitable sites and other media means include those that: are aimed at children, display child pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, promote illegal activities, violate intellectual property rights or breach of any of its other obligations under this Agreement.

9.5 Upon termination of this licence, the Affiliate shall immediately:

(a) discontinue or disable the Link;

(b) remove the Link and the Intouch Games Limited’s and/or mFortune Casino’s name and other Promotional Material from the Affiliate Site; and

10. GENERAL

10.1 The failure by Intouch Games Limited at any time to require strict performance by the Affiliate of any provision of this Agreement shall not affect in any way Intouch Games Limited’s right to require such performance at any time thereafter, nor shall a waiver by Intouch Games Limited 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.

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

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

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

10.5 The Affiliate may not assign or sub-contract any of its rights under his Agreement without the prior written consent of Intouch Games Limited.

10.6 Intouch Games Limited reserves the right to amend this Agreement without written notice or prior consent.

10.7 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.

EXECUTED by the duly authorised representatives of the Parties.