Casino Pays Terms & Conditions

CASINO PAYS

Terms & Conditions

Definitions Disclaimers

Our Rights and Obligations Relationship of Parties

Your Rights and Obligations Limitation of Liability

Fees Independent Investigation

Term and Termination Miscellaneous

Indemnity

The following is a list of our complete terms and conditions that apply to all

members of the CPays Affiliate Program.Please read this agreement to its entirety.

By submitting the application form or linking to the CPays site you are deemed to

have agreed to be bound to the terms and conditions set out in this agreement.

You can enroll as a member of CPays Affiliate Program by creating a unique link

to CPays using text or one of our banners located on our banner farm.

1. Definitions

1.1 Site is the CPays website located at http://www.cpays.com and its related pages.

1.2 Player(s) is a person that enters the Site via your Tracker(s) and has deposited a certain

amount of money.

1.3 Tracker(s) is the unique tracking URL that we provide exclusively to you, during the term of this Agreement, through which we track your efforts and calculate your Advertising Revenue.

1.4 Banners and Text Links are the graphical artwork or text that will be directed to our site's home page at http://www.cpays.com, through your Tracker, to permit a Player to hyperlink from your website to our Site.

1.5 Deposit(s) is the funds transferred by Players to their Site account.

1.6 Redeem(s) is any and all funds withdrawn or cashed-out by Players from their Site account plus the amount pending on the players account plus any Deposits reversed (or credits given) by us, in our sole discretion, to negate fraud, error, Player non satisfaction or through charge-backs.

1.7 Casino Net Revenue means the sum of Deposits less Redeems generated on your Tracker(s) based solely on our log files.

1.8 Advertising Revenue is the percentage of Casino Net Revenue due and payable to you, at the end of each calendar month, based solely on our systems data. The Advertising Revenue will vary between 30%-40% of the Casino Net Revenue according to the amount of wagers made by players you send within 1 month of activity (see chapter 4 Table A).

1.9 CPA Structure is based on a one-time payment in which the affiliate is paid for a depositing player that he delivered to CPays. The CPA amount will vary from $100-$300 according to the table (see chapter 4 Table B), and will only be paid once for each player that makes an initial minimum deposit of $50. In cases where a chargeback or a credit is made, the player will not be considered. See section 4.5. CPays retains the right to change an affiliates CPA payment plan to a revenue share payment plan at any given time.

1.10 "Spam" refers to emails and messages that meet any of the following definitions:

1. Unsolicited mailing, usually sent to many people.

2. Contain false or misleading statements.

3. Do not truthfully identify the source or the originating IP Address and / or the originating email address.

4. Do not contain an online and real time Remove option.

1.11 Fraud Traffic refers to deposits or traffic generated at the Site through illegal means or in bad faith in order to defraud the system, regardless of whether or not it actually causes us harm. Fraud Traffic includes but is not limited to Spam, false advertising and unauthorized use of any third party copyrights or trademarks.

See section 4.3

1.12 Sub-Affiliates refer to all traffic generated via your dedicated links and generated by a 3rd party which you contacted and linked to the site Sub Affiliates are totally obligated to these terms and conditions, and you will be held fully responsible for their activities. Before opening a new sub affiliate account it is YOUR responsibility to send us a request (by e-Mail) to set-up his percentage rate to the system. We will make payments to you and your sub affiliates separately. CPays will not be held responsible for any dispute between you and your sub affiliates.

1.13 Exit Traffic:

is the traffic that you bring via an exit window, when visitors leave our CPays site (using your unique tracking URL).

If you have any objection to this exit window please make sure that you send a request by email to either your affiliate account manager or to manager@cpays.com in order to have this exit removed.

2. Our Rights and Obligations

2.1 Register your players

We will register your players and will track their play.

We reserve the right to refuse customers (or to close their accounts) if necessary in order to comply with any requirements we may periodically establish.

2.2 Track players Play

We will track player's play and will provide you with remote online access to reports of customer activity and the Advertising Revenue generated.

2.3 Pay - Advertising Revenue

We will pay you Advertising Revenue (as defined above) that we earn from players directed from your site after they open an account with us and based on Deposits they make for real money.

2.4 CPA

CPays retains the right to change an affiliates CPA payment plan to a revenue share payment plan at any given time.

2.5 Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site of which we will notify you.

Modifications may include, for example, changes in the scope of available Advertising Revenue, fee schedules, and affiliate Program rules.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE T HIS AGREEMENT.

YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE (WHICH WE WILL NOTIFY YOU OF) WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

3. Your Rights and Obligations

3.1 Linking to CPays

By agreeing to participate in this affiliate program, you agree to create a unique link from your site to CPays. You may link to us with one or more of our banners or text link/s. With our written permission, you may link directly to our downloadable .exe file.

These are the only methods by which you may advertise on our behalf.

We will terminate this agreement immediately if there is any form of spamming or if you advertise our casino in any other unauthorized way. You shall not make any claims, representations, or warranties in connection with us and you shall have no authority to, and shall not, bind us to any obligations.

3.2 Agency Appointment

By this Agreement, we grant you the non-exclusive right to direct customers to our site and services, in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege to assist us in the provision of services arising from your referrals, and we obviously intend to contract with and obtain the assistance from others at any time to perform services of the same or similar nature as yours. You shall have no claims to Advertising Revenue or other compensation on business secured by or through persons or entities other than yourself.

3.3 Approved Layouts

Without our prior written approval, you will use only our approved banners and will not alter their appearance.

The appearance and syntax of the hypertext transfer link are designed and designated by us and constitute the only authorized and permitted representation of our site.

You may only use banners from CPays banner farm.

3.4 Good Faith

You will not benefit from known or suspected traffic that is not generated in good faith regardless of whether or not it actually causes us damage.

We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge.

Even if you have not knowingly generated such traffic, we reserve the right to withhold Advertising Revenue with respect to such traffic.

3.5 Responsibility for Your Site

You will be solely responsible for ensuring that materials posted on your site are not libelous or otherwise illegal.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses

(including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

3.6 License to use Marks

We hereby grant to you a non-exclusive, non-transferable license, during the term of this Agreement, to use CPays intellectual-property marks (licensed, in turn by us, from their owner)

solely in connection with the display of the banners on your site.

This license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the marks is limited to and arises only out of this license to use the banners.

You shall not assert the invalidity, unenforceability, or contest the ownership of the marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or our licensor's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

4. Fees

4.1 Commission Tables

The tables below specify the incremental steps that apply to either a Revenue Share Commission or a CPA option. Table A, displays the percentage levels that are set monthly according to your account's NGR. Table B, displays the stages of our CPA option, depending upon the amount of players that you delivered per month.

Revenue Share Program - Casinos (Table A):

Number of Players – Monthly Your commission

1 – 9 25%

10 - 49 30%

50 – 99 35%

100 - 499 40%

500 and up 45%

CPA Program- Casinos (Table B):

Send us NEW players

(who make a min initial deposit of $50): You earn this CPA:

From 1-5 new players per month $50 per player

From 6-15 new players per month $75 per player

From 16-30 new players per month $100 per player

From 31-50 new players per month $125 per player

From 51-100 new players per month $150 per player

From 101-200 new players per month $200 per player

From 201-300 new players per month $250 per player

From 301 new players and up per month $300 per player

4.2 Payment

The affiliate monthly payment at the end of each calendar month will be based solely on our systems data. The Advertising Revenue will vary between 30-40% of the Casino Net Revenue according to the amount of wagers made by players you send within 1 month of activity. Advertising Revenue will be based upon our good faith calculation based on our statistics. The CPA amount will vary between $50-$300 according to the number of players the affiliate will deliver in a given month, and will only be paid once for each player delivered. In cases where an affiliate is also a player, CPays reserves the right not to pay an affiliate partner for their personal losses in the casino.

You will be paid per monthly basis based on a Minimum payment amount of no less than $250. The Minimum amount for Neteller payments is $5. If you do not succeed in reaching the minimum amount in a particular month, CPays has the right to withhold payment and forward the earned amount to the next calendar month. CPays also has the right to require a signed invoice prior to the monetary transfer. All payments will be due and paid in United States dollars.

4.3 Fraud

In the event that CPays deems that a possible fraudulent transaction has been executed by yourself or a Real Player, we reserve the right to withhold any commissions which have been generated through this action. If such an occurrence takes place, CPays has full authority to extinguish this Agreement in its entirety.

4.4 Transaction Fees

You will earn Advertising Revenue based on the Casino Net Revenue (except for CPA accounts). CPays pays up to 50% marketing fee on Casino Net Revenue generated by affiliate after deductions made for credit card processing. Credit card processing fees are 4%-6% of all credit card deposits (including, Neteller, ClearChex etc..). Checks, wire transfer and Western Union payments don't carry any processing fees. An 8% security reserve fee will be withheld for 6 months from the affiliate. The Security reserve fee will be released to the affiliate partner as soon as it becomes available to CPays from its banks and processors. The casino retains its right to charge the affiliate for the above mentioned fees at any time prior to a one-month notice.

4.5 Charge-backs

A charge-back is defined as an un-collectable CC transaction from the CC companies as a result of customer non payment or fraudulent credit card use. Fifty percent of all charged back amounts would be deducted from your payment or the reserved funds. Charge back fees will be paid to CC companies and will be administered by CPays. If a charge back or credit occurs during the fee payment-processing period (12 business days), we reserve the right to deduct the associated fees from the owed Advertising revenues.

5. Term and Termination

5.1 The terms of this Agreement will begin when you create a unique link to our site and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately.

TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY.

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

5.2 Upon termination:

You must remove all of our banners/icons from your site and disable the link from your site to ours. 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 Advertising Revenue otherwise owing to you on termination.

We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

If we continue to permit play from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.

5.3 Post Termination:

The terms of this Agreement will begin when you create a unique link to our site and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement. In the case that the affiliate terminates this agreement without notifying the casino, (forty five days of no activity in the affiliate account), the casino will reduce the affiliate account percentage to twenty five percent.

5.4 Confidential Information

WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE.

Unsuitable sites 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.

5.5 Commercial Use Only.

This Marketing opportunity is for commercial use only, and you, your family members, friends, associates may not make Deposits, directly or indirectly, through your Tracker for your own personal use or to fraudulently increase the Advertising Revenue payables to you.

If you wish to make test transactions to evaluate the system, including Deposits, please contact manager@cpays.com 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 such Deposits or traffic from your Advertising Revenue.

6. Indemnity

You shall defend, indemnify, and hold CPays, their directors, officers, employees, and representatives 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.

(c) Your negligence or any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and link or this affiliate Program.

7. Disclaimers

We make no expressed or implied warranties or representations with respect to the Affiliate Program,

CPays or marketing fee payment arrangements

(including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement,

or any implied warranties arising out of a course of performance, dealing, or trade usage).

In addition, we make no representation that the operation of our site will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.

8. Relationship of Parties

CPays and yourself are both independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

You will have no authority to make or accept any offers or representations on CPays behalf.

You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything stated in this paragraph.

9. Limitation of Liability

We will not be liable for indirect, special, or consequential damages

(or any loss of revenue, profits, or data) arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Advertising Revenue paid or payable to you under this Agreement.

Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.

Any liability arising under this Agreement shall be satisfied solely from the marketing fee generated and is limited to direct damages.

10. Independent Investigation

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

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

YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE,

OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

11. Miscellaneous

11.1 Governing Law

The laws of Antigua, without reference to will govern this Agreement's rules, as the governing choice of law.

Any action relating to this Agreement must be brought in Antigua and you irrevocably consent to the jurisdiction of its courts.

11.2 Non-Waiver

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

None of our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement.

11.3 Remedies

Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision.

You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

11.4 Waiver

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 will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

IN WITNESS WHEREOF, you expressly agree to the terms and conditions of this Agreement by downloading our banner and creating a link from your site to ours.