Terms and Conditions

Nadan Limited Affiliate Agreement

This agreement is between Nadan Limited, a company incorporated under the laws of Gibraltar (the “Company”) and the operator of the internet websites www.casinoshare.com, www.pokershare.com and www.playshare.com (the “Websites”), and you as an individual, company or other organisation (the “Affiliate”).

Those accepting these terms and conditions on behalf of a company, group or other organisation indicate that they are duly authorised by the respective organisation to enter into this agreement.

1. Definitions and General Points

By agreeing to these terms and conditions on the Affiliate Sign Up page, you agree to be bound by all the terms and conditions listed below.
This agreement constitutes the entire agreement between the two parties and supersedes any previous agreement.
The Company provides interactive gaming services through the Websites.
The Affiliate maintains and operates one or more web sites on the Internet (hereinafter referred to as the “Affiliate Website”).
Words denoting any gender include all genders and words denoting the singular include the plural.
“Affiliate Agreement” means this Agreement in its entirety.
“Affiliate” means the individual, company or other organisation that operates a website on the internet and wishes to promote the Company on a revenue-sharing basis.
“Affiliate Fee” means the remuneration of the Affiliate by the Company operated on a revenue share basis as detailed in the Standard Affiliate Term. This Affiliate Fee is split between Poker and Casino commission.
“Standard Affiliate Terms” are the basis by which the Company recompenses the Affiliate and are paid in terms of clause 7.1.1 and 7.1.2.
“Real Money Player” or “Customer” means an individual participating in Real Money gaming where actual currency or currency equivalent is used in betting on one or more of Gamshare Websites.
“The Company” means Nadan Limited, a company incorporated under the laws of Gibraltar and all of its parent and subsidiary companies and organisations.
“Charge Back” where a Customer or the credit card issuing bank or any other third party payment solution provider effects a reversal of charges in relation to a credit card or third party purchase transaction and for the purposes of calculating Net Win and Net Rake is regarded as Fraud.
“Fraudulent Activity” mean s a deception which in the sole opinions of Nadan Limited, a casino or poker room, is deliberately practised by a Customer or an Affiliate in order to secure a real or potential, unfair or unlawful gain and shall Fraud Costs.
“Fraud Costs” is any cost (financial or otherwise) that Nadan Limited or its websites incur as a direct or indirect result of Fraudulent Activity by Yourself , Your employees and/or Customers/players whom You, as Affiliate, have introduced to the casino or poker room merchant.
“Merchant” is either a casino or poker room provided by Gamshare Limited.
“Spam” Unsolicited e-mail, sent indiscriminately to one or more mailing lists, individuals, or newsgroups.
Neither party may assign all or part of this Agreement or any of the rights and obligations held herein to any third party without the prior written consent of the other party, such consent not to be unreasonably withheld.

2. Subject matter of the agreement

The subject matter of this agreement shall be the implementation of a Link provided by the Company on the Affiliate Website with the aim of establishing an advertising cooperation for the mutual benefit of the parties hereto. It shall be stated that this is a mutually non-exclusive advertising cooperation.
The Company undertakes to provide the Affiliate with a selection of advertising instruments including, but not limited to, banners, images, advertisements, pop-ups, text links or any other means of providing internet advertising (the “Instruments”) and guidelines as to their incorporation on the Affiliate Website (the “Guidelines”). The Instruments provide an internet Link between the Website and the Affiliate Website allowing users of the Affiliate Website to directly access the Website (the “Link”) with the intention of becoming customers of the Company (the “Acquired Customers”).
Adherence to the Guidelines, laid down at the sole discretion of the Company, form part of this agreement and failure to adhere to the Guidelines is considered reasonable grounds for the Company to terminate this agreement.
The Company is entitled to modify, limit, or provide new Instruments at any time and the Affiliate undertakes to feature the new Instruments in place of those previously provided.
The Company shall bear all costs arising in connection with the graphical representation of the Link. The Affiliate shall assume all costs incurred for the implementation of the Link on the Affiliate Website and any other costs that arise directly or indirectly from the incorporation of the Link on the Affiliate Website.

3. Preconditions

The Company expressly indicates that the participation in games of chance, whether on the internet or otherwise, may be restricted or expressly prohibited in some jurisdictions.
By entering into this agreement, the Affiliate confirms that it operates the Affiliate Website under its own name and that it is fully and without restrictions authorised to dispose thereof.
Failure to comply with clauses 3.1 or 3.2 above renders this agreement void at the Company's sole discretion.

4. Formation of the agreement

The Company undertakes to provide an online application form to be completed by the Affiliate and transmitted to the Company.
On conclusion of the agreement, the Company undertakes to provide the Affiliate with a unique identification code (the "Affiliate Code").
The company undertakes to track visitors to the Website from the Affiliate Website and keep a full record of that customer's gambling history on the Website for purposes of payment of commission.
The information regarding a specific customer's gambling history and any and all aspects of information kept by the Company remain the full property of the Company.

5. Licences

On conclusion of this agreement, the partner shall be granted the non-transferable right, to use the Link for the purpose of establishing links to the Website. The Affiliate undertakes not to modify or manipulate the Link in any way whatsoever without the express written permission from the Company.
The Affiliate undertakes not to prepare or publicise additional advertising on behalf of the Company or make representations to third parties on behalf of the Company, except with the prior written consent of the Company.
The Company retains all rights to the copyright or any patents held within the Link.
This agreement is between the Company and the Affiliate, not specifically the Affiliate Website. As such, any change in the internet address or other material alteration in the Affiliate Website shall not constitute a termination of this agreement.
The Company reserves the right to terminate the licence, once granted, at its sole discretion and in any event once this agreement has terminated.

6. Structure and maintenance of the partner web site

The Affiliate shall incorporate the Link within the scope of the partner programme in its web site under the terms agreed between the parties, thus establishing a connection to the Website. By means of the assigned Link codes, the Company's registration system identifies customer referrals from the Link of the Affiliate's web site.

7.1 Commission

Calculation of Commission an Affiliate will earn is based on:
- The Casino Net Win (Gross Win less Progressive Contributions (progressive games only) less Non-Cash Items less Fraud); and/or
- The Net Win generated by Second-tier Affiliates
- Poker Net Rake (Gross rake less bonus cash items less fraud)
The model in 7.1.1 will be subject to the following rules:
- If in a calendar month the Casino Net Win generated by the Affiliate is less than or equal to US $10,000.00 the Affiliate will earn 25% Commission on the Casino Net Win.
- If in a calendar month the Casino Net Win generated by the Affiliate is greater than US $10,000.00 but less than or equal to US $20,000.00, the Affiliate will earn 30% Commission on the Casino Net Win.
- If in a calendar month, the Casino Net Win generated by the Affiliate is greater than US $20,000.00, the Affiliate will earn 35% Commission on the Casino Net Win.
- In respect of Second-tier Affiliates, the Affiliate will earn 3% of the Casino Net Win of such Second-tier Affiliate.
- If in a calendar month the Poker Net Rake generated by the Affiliate is less than or equal to US $10,000.00 the Affiliate will earn 25% Commission on the Poker Net Rake.
- If in a calendar month the Poker Net Rake generated by the Affiliate is greater than US $10,000.00 but less than or equal to US $20,000.00, the Affiliate will earn 30% Commission on the Poker Net Rake.
- If in a calendar month, the Poker Net Rake generated by the Affiliate is greater than US $20,000.00the Affiliate will earn 35% Commission on the Poker Net Rake.
- In respect of Second-tier Affiliates, the Affiliate will earn 3% of the Poker Net Rake of such Second-tier Affiliate.
- If in a calendar month, no new wagering and purchasing real players are generated by an Affiliate, the Affiliate will earn 25% Commission on the Casino Net Revenue or Poker Net Rake, regardless of the Casino Net Revenue or Poker Net Rake.
For the purposes of this clause 7.1.1 and 7.1.2 the following terms shall have the following meanings:
- Fraud: any conduct that the casino in its sole discretion determines to be fraudulent conduct which shall include, but not be limited to, fraudulent credit card transactions and / or Charge Backs.
- Gross Win: the total revenue generated by the casino as a result of all purchases by players introduced to the casino by the Affiliate.
- Non-Cash Items: the value of free credits or cash handed out to players by the casino or any other direct costs incurred to maintain the loyalty of a player (e.g. the cost of a gift to a player)
- Progressive Contributions: a percentage of revenue generated on any progressive game that is paid over by the casino into a progressive pool.
In the calculation of Commission where Net Win is negative due to Customer winnings and/ or Non Cash Items and/ or Cash Items and/ or Progressive Contributions said balance will be set to zero. A negative balance due to Fraud costs will be carried over.

7.2 Commission Based Fraud

The Website will aggressively monitor accounts for commission based fraud (e.g. making minimum purchase to collect a CPA), we reserve the right to lock affiliate accounts that we believe to be defrauding us, withholding payments and switching the offending affiliate to a different earnings model of our choice.
If any Player is found to be hedge-betting or hedge-wagering (e.g. where a player bets on both the Red and Black on Roulette to drive up wagering without risk), we will exclude that player's wagering towards the total and reserve the right to exclude you from this earnings model.
Insincere purchasing will not be counted. For example, if a purchase has not wagered and /or has cashed in without wagering. If your players are purchasing insincerely, then we reserve the right to exclude you from this earnings model.
The Website has and reserves the right to pass on any Fraud Costs to the Affiliate account.
The Website reserves the right to change the Commission schedule and method of calculation of Commission.

8. Reports and Payments

The Company undertakes to track and report Player activity for purposes of calculating Affiliate Fees based on the Standard Affiliate Terms, as detailed in clause 1.9 above.
The Company undertakes to provide monthly reports to the Affiliate indicating the quantity of customers that have registered and participated in the services provided by the Company and the amount that is due less any deductions or set-offs the Company is entitled to deduct under the terms of this agreement.
The Company reserves the right to issue these reports more or less frequently at its sole discretion and excludes any and all liability for the accuracy or completeness of any such reports.
The Company undertakes to pay Affiliate Fees once per calendar month based on the Standard Affiliate Terms detailed in clause 1.9. and subject to the stipulations of article 7.1.1 and 7.1.2
The Company will process the Commission earned by You in the previous calendar month by the tenth working day of the following month. We shall not be liable to You in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising.
Payment shall be made by Us to You by way of the method selected by You on registration, but only in US dollars or UK pounds at the market exchange rate.
Affiliates will only be paid by bank wire if the total amount owed in a single month is $1,000 or more. This is because of the costs associated with sending bank wires with a value lower than this. If the total amount owed is less than $1,000, the affiliate will be paid by check. If an affiliate wishes to be paid by bank wire when the amount owed is less than $1,000 then they must contact there affiliate manager by the 1st day of the following month in question. In doing so affiliates thereby agree to pay any associated costs that arise as a result of receiving the bank wire.
Referral fees will be based upon our good faith calculation based on our statistics. Affiliates will only be paid referral fees once they have a balance of $100 owing to them.
If the Company, at its sole discretion, suspects any player on the Website of committing fraudulent activity or is under suspicion of money laundering or any other criminal or immoral activity conducted on the Website including incidents of identity theft, the Company reserves the right to withhold Affiliate Fees for a period of 180 days while the relevant investigations are ongoing.
In the event the Company's determination that fraudulent activity has occurred, then the Company may, at its sole discretion, provided after a notice period of 14 days, withhold all Affiliate Fees, terminate this agreement without notice or recalculate the Affiliate Fees in light of the fraudulent activity.
The Affiliate agrees that the Company is not responsible for failure of players to enter specific tracking codes or for any other failure on behalf of Real Money Players, organisations, sub-affiliates or other individuals connected with the Affiliate that results in players not receiving their Affiliate Code.
In the event of a disagreement on behalf of the Affiliate with the monies owed him by the Company, it is the Affiliate's sole responsibility to refuse any payment and immediately upon discovery make representations in writing to the Company detailing the grievance. In any event, disputes must be made within 21 days of the date the Company sends the first disputed communication. Representations made after this period will be deemed forfeit and the Affiliate shall have no claims in that regard. Acceptance, withdrawal or deposit of payment will be deemed to be acceptance of full and final settlement for that month's Affiliate Fee.
In the event of any overpayment by the Company, the Company reserves the right to correct such calculation at any time and to reclaim any overpayment either directly or by amendment of any future payments.
It is the Affiliate's sole responsibility to comply with all applicable laws and any policy notified by the Company through the Website or otherwise in relation to money laundering and/or the proceeds of crime.

9. High-Roller Policy

In any given month, if an individual player generates a negative net win of at least $10,000 ('high-roller'), and the aggregate net win in that month (for the casino) for that affiliate is negative, then the high-roller policy will apply.
If both of the above criteria are met (see point I) then the negative net win generated by the high-roller will be carried forward and offset against future net win generated by that high-roller.
The negative balance carried forward cannot be set-off against other players' net win.
If there is more than one high-roller, the negative balance carried forward will be split proportionally between them.
The negative balance of a high-roller will be reduced by future positive net win that they generate in subsequent months. The high-roller will continue like this until the total net win has been zeroed then the player shall return to the affiliate account.
Affiliates who have qualifying high-rollers on their account will be notified at the beginning of the following month.
Progressive wins do not affect the High-Roller Policy as this payout is taken from the Progressive Prize Pool.
This applies to all affiliates on Revenue Share or Hybrid Deals only.

10. Obligations of the Company

The Company shall provide the Affiliate with all information necessary for the proper implementation of the Link.
The Company undertakes to monitor, track and record all players brought to the Website by the Affiliate, withstanding clause 8.12 above, and to make a report to the Affiliate on the monies owed to the Affiliate based upon the Standard Affiliate Terms.
The Company undertakes to pay the Affiliate all monies owed once per calendar month.

11. Obligations of the Affiliate

The Affiliate shall market the Website to attract new customers.
The Affiliate shall be solely responsible for the content and manner of marketing the Website and it is the Affiliate's sole responsibility to comply with any laws, policies or other instructions imposed in their jurisdiction. Furthermore, the Affiliate hereby undertakes to not market the Website to persons under the age of 18 years and to take active steps to prevent such persons from accessing the Website.
The Affiliate undertakes to not take any action or to make any representations to third parties that could reasonably cause confusion as to the nature of the relationship between the Company and the Affiliate or as to the ownership or operation of the Website.
The Affiliate shall be solely responsible for the proper technical incorporation of the Link within the scope of this Affiliate Agreement and the guidelines provided by the Company.
The Affiliate shall be solely responsible for the technical operation of the Affiliate Website, in particular for the Link to the Website, and it shall guarantee that the contents of the Affiliate Website do not infringe the rights of third parties or violate any laws in any other way.
The Affiliate undertakes not to play under his own affiliate id.
The Affiliate shall be solely responsible for all material appearing on the Affiliate Website. In particular, it shall guarantee that its web site does not promote violence, sexually explicit material or discrimination based on race, sex, religion, national origin, physical disability, sexual orientation, or age. The Company reserves the right to terminate this agreement without notice if, in its sole discretion, it deems the content of the Affiliate Website to be inappropriate.
The Affiliate shall guarantee that the material shown on its web site does not infringe any rights of third parties (including copyright and trademark rights, the general right of personality or any other rights) and that the material presented on its web site is neither libellous nor defamatory or illegal in any other way.
The Company does not permit any type of incentivized promotions by the affiliates. For any such promotions a prior written permission from the operator is mandatory.
The Affiliate undertakes not to provide direct money back to the players unless he had notified and received written approval from the Company.
PricewaterhouseCoopers Inc. Terms and Conditions - Under no circumstances are Affiliates allowed to use the PricewaterhouseCoopers Inc brand name or logo on their website. Instead, they should use the term one of the largest professional business service providers in the world and provide a link to the respective website where the report can be viewed. This applies to advertising in any form of media. For example, in magazines, on television or the Internet.

12. Term and Termination

This Agreement takes effect instantly upon acceptance of these terms and conditions and shall continue until terminated in accordance with the terms of this Agreement.
The Affiliate may terminate this Agreement, with or without cause, immediately upon written notice to the Company.
The Company may terminate this Agreement, with or without cause at any time, provided after a notice period of 14 days, upon written notice to the Affiliate. In the event of termination the Affiliate is required to immediately upon receipt, remove all Instruments from the Affiliate Website and cease to make any representations regarding the Company to the third parties.
In the event of an Affiliate Account becoming inactive, the Company reserves the right to terminate this agreement.

13. Confidentiality

The Affiliate, in the course of his carrying out of this agreement may, from time to time, become privy to information of a confidential nature about the customers of the Company. The Affiliate undertakes to not divulge this information to any third party for the entire course of this agreement and for 12 months after the term of the agreement has ended.
All information, including but not limited to e-mail addresses, customer information, business and financial data and information, lists of customers and buyers, corporate structure, as well as price and sales information shall be treated confidentially. These details must not be used for the Affiliate's own commercial or other purposes, either directly or indirectly, nor communicated to any third party for any reason.

14. Amendments to the agreement

The Company reserves the right to modify, alter or replace the terms of this Agreement at any time, at its sole discretion.
The Company undertakes to notify the Affiliate of any changes to the status or terms of this agreement in writing at least 14 days prior to the changes taking place (the "Notification Period").
Notification can be by direct communication to the Affiliate via e-mail, fax or other telecommunications device or by posting a new copy of the Affiliate Agreement on the Website.
It is the sole responsibility of the Affiliate to notify the Company in writing of any objection to any changes to the terms and conditions of the Affiliate Agreement within the Notification Period. In the event of no objection being received, the Affiliate's continued participation under the Affiliate Agreement shall constitute acceptance of the new terms and conditions.

15. Legal Jurisdiction and Indemnity

The Affiliate agrees to fully indemnify, defend and hold the Company, and its officers, directors, employees, agents, contractors and suppliers, harmless immediately on demand, from and against all claims, liabilities, damages, losses, costs and expenses, including legal fees, arising out of any breach of this Agreement by the Affiliate, and any other liabilities arising out of the Affiliate's use of the Service or Software, or use by any other person accessing the Service or Software using the Affiliate Code provided.
The Affiliate further agree to fully indemnify, defend and hold the Company and its officers, directors, employees, agents, contractors and suppliers, harmless against any and all costs, expenses, including legal fees, liabilities and damages arising from any legal or other action taken either by or against any other user or arising from any and all interaction with the Website.
This agreement shall be governed under the laws of Gibraltar. Any disputes arising hereunder will be settled before a competent court of law in Gibraltar.
Should any of the contractual provisions above be or become ineffective, all other stipulations of the agreement shall continue in full force and effect.