Terms and Conditions

THIS AGREEMENT is between HollywoodAffiliates.com (hereinafter referred to as the 'Operator', and You (hereinafter referred to as the 'Affiliate').

WHEREAS, the Operator(s) and the Affiliate desire to enter into an Agreement on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the promises and the mutual Aagreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

I. The Programme

This Agreement contains the complete terms and conditions that apply to HollywoodAffiliates (hereinafter referred to as the 'programme').

II. Programme Enrolment

The Affiliate hereby agrees to the terms and conditions herein, by filling-in the Affiliate Application Form located at www.HollywoodAffiliates.com. The Operator promises to evaluate the Affiliate in good faith and will notify the Affiliate of its acceptance or rejection. The Operator may reject the Affiliate if the Operator determines, in its sole discretion, that the Affiliate is unsuitable for the programme. An Affiliate may be rejected for any, but not limited to, the following reasons: (i) the Affiliate does not provide a valid and truthful Affiliate Application; (ii) the Affiliate violates any local, country/state/provincial, or national law, regulation, rule or treaty; (iii) the Affiliate is involved in tortuous conduct such as posting defamatory, libellous, scandalous, or private information about a person or company without their consent, intentionally inflicting emotional distress; (iv) the Affiliate violates trademark, copyright, or other intellectual property rights; (v) the Affiliate promotes discrimination based on race, sex, age, nationality, religion, disability, or sexual orientation; (vi) the Affiliate promotes violence, or adult oriented material featuring nudity and acts of a sexual nature; or (vii) the Affiliate promotes or uses any form of SPAM or unsolicited commercial e-mail. Upon acceptance, the Operator reserves the right to terminate this Agreement at any time the Operator determines, in its sole discretion, that the Affiliate is unsuitable for the programme.

III. Independent Investigation

The Operator acknowledges that the Affiliate has read this Agreement and agrees to all its terms and conditions. The Affiliate understands that the Operator may at any time (directly or indirectly) solicit Customer referrals on terms that may differ from those contained in this Agreement or operate Websites that are similar to or compete with the Affiliate's Website. The Affiliate has independently evaluated the desirability of participating in the programme and is not relying on any representation, guarantee, or statements other than as set forth in this Agreement.

IV. The Operator’s Responsibilities

The Operator agrees to be responsible for the development, operation, and maintenance of their Website and for all materials that appear on their Website. The Operator will be responsible for: (i) providing all information, including link materials, to allow the Affiliate to make appropriate links to the Operator’s Website; (ii) Customer registrations, order processing, paying transaction fees, and all related Customer service; (iii) notify Affiliate of any program or policy changes with a two week implementation notice; (iv) tracking each referred Customer's deposits, bets, and revenue. The Operator reserves the right to refuse Customers and/or terminate a Customer at any time, in its sole discretion, in compliance with its own operating policies and procedures

V. The Affiliate's Responsibilities

The Affiliate agrees to be responsible for the development, marketing, and maintenance of their Website and for all content that appears on their Website and in offline promotions. The Affiliate will be responsible for: (i) the technical operations of their Website, including all related hardware and software; (ii) the marketing and advertising of their Website, including all costs to promote the Operator’s brands using offline promotions; (iii) ensuring that all promotional materials, online and offline, do not violate or infringe upon the rights of any third party; (iv) ensuring that all promotional materials, online or offline, use the correct tracking code and are kept up to date; (v) implementing policy or programme changes as notified by the Operator within two weeks of notification. Failure to do so will be a considered a breach of this agreement and the affiliate will be in violation of the HollywoodAffiliates marketing guideline requirements; (vi) ensuring that all keyword bids do not use the 'HollywoodPoker' and/or ‘CLUBHollywood’ trademarks in the title, description, or link; (vii) and ensuring that all e-mail campaigns comply with the Federal Trade Commission's CANSpam Act. The Operator disclaims all liability for these matters and the Affiliate agrees to indemnify and hold harmless the Operator from all claims, damages, and expenses relating to the development, marketing, and maintenance of the Affiliate's Website and offline promotions.

• HollywoodPoker is not to be marketed in such a way that would indicate that HollywoodPoker offers Rakeback.
• HollywoodPoker bonuses are not to be marketed in such a way as to be compared to Rakeback (i.e. same as Rakeback, better than Rakeback, etc).
• HollywoodPoker bonuses must not be displayed with incorrect bonus multiplier or increment payment information.
• HollywoodPoker may not be directly marketed on a site containing the word "rake" in the URL.

Violation of any HollywoodAffiliates marketing guideline may result in the immediate suspension or termination of the affiliate. Any violation will result in the forfeiture of any commissions; owed, current or future. The reinstatement of a suspended or terminated affiliate is at the sole discretion of HollywoodAffiliates.

VI. Assignment

This Agreement and the rights and obligations, in its entirety hereunder, may not be assigned or sold by the Affiliate without the prior written consent of the Operator.

VII. Relationship Of The Parties

The Operator and the Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Affiliate will have no authority to make or accept any offers or representations on the Operator's behalf. The Affiliate will not make any statement, whether on the Affiliate's Website or otherwise, that would reasonably contradict anything in this section.

VIII. Non-Disclosure

Except as otherwise provided in this Agreement, the Affiliate agrees that all information, including the terms of this Agreement, business and financial information, Customer lists, databases, sales and marketing information concerning the Operator, and their respective Affiliates or contacts, shall remain strictly confidential and secret, except for any such information that is generally known or available to the public. The Affiliate agrees not to disclose, in a public forum or otherwise, any statistics relating to the programme's performance, which is provided to the Affiliate by the Operator. This provision shall survive the termination of this Agreement by either party.

IX. Limited Usage

The Operator grants the Affiliate the non-exclusive, non-transferable, revocable right to use only the Operator's marketing materials for the purpose of identifying the Affiliate as a programme participant and to assist in referring Customers through the programme. The Operator reserve all trademark, copyright and intellectual property rights of its logos, trade names, images, ad copy, text, and similar identifying material. Under no circumstances may the Affiliate modify, change, or alter these materials without the Operator's expressed written permission.

X. Term And Termination

The term of this Agreement will begin upon the Operator's acceptance of the Affiliate and will end when terminated by either party. The Operator may terminate this Agreement, at any time, if the Affiliate fails to comply with terms of this Agreement. Upon termination, the Operator agrees to pay the balance of all commissions owed to the Affiliate for all activity previous to the termination. The Affiliate may terminate this Agreement, at any time and for any reason, by giving the Operator a Notice of Termination. Upon termination, the Affiliate agrees to forgo all future commissions and immediately cease using, and remove from their Website, all link materials, trademarks, logos, and all other materials that the Operator may have provided the Affiliate to use in connection with the programme. The Operator may terminate the Affiliate Programme for any brand with 30 days notice. At which time commissions will end on any new and existing player(s) attained through any Affiliate to the affected brand.

XI. Modification

The Operator may modify any of the terms and conditions in this Agreement at any time in their sole discretion, by posting a Notice of Change. Modifications may include, for example, changes in the scope of available referral commission, payment procedures, and programme rules. The Affiliate may terminate this Agreement at any time if they do not agree to these modifications. The Affiliate's continued participation in the programme following a Notice of Change will constitute binding acceptance of the change.

XII. Commissions

A. HollywoodPoker Commission Options - The Affiliate may choose one (1) of four (4) plans:

(1) Tiered Revenue Share Programme – This programme is available to all affiliates. It is a revenue sharing model where the Affiliate is paid an escalating percentage of the monthly Net Gaming Revenue (NGR), for the life of each new player referred by the Affiliate to HollywoodPoker.

(2) Hybrid Programme* - This programme is available to Affiliates upon approval only. It combines for you the immediate remuneration of a CPA commission plan with continuous shared revenue on the lifetime value of their players.

(3) Cost-Per-Acquisition (CPA) Programme** – This programme is available to all Affiliates, where the Affiliate is paid a flat fee for each Real Money Player (RMP), referred by the Affiliate

(4) Referral Commission Programme – This programme is available to networks and super affiliates.

B. CLUBHollywood Commission Options - The Affiliate may choose one (1) of four (4) plans:

(1) Flat Revenue Share Programme – This programme is available to all Affiliates. It is a revenue sharing model where the Affiliate is paid a flat 30% of the monthly Net Gaming Revenue (NGR), for the life of each new player referred by the Affiliate to CLUBHollywood.

(2) Hybrid Programme** - This programme is available to Affiliates upon approval only. It combines for you the immediate remuneration of a CPA commission plan with continuous shared revenue on the lifetime value of their players.

(3) Cost-Per-Acquisition (CPA) Programme** - This programme available to all Affiliates, where the Affiliate is paid a flat fee for each Real Money Player (RMP), referred by the Affiliate.

(4) Referral Commission Programme – This programme is available to networks and super affiliates.

**Note: There are specific player validation requirements to receive commissions for these programmes. These requirements include, but are not limited to deposit and play minimums. These requirements will be provided to the affiliate upon programme approval.

XIII. Payment Terms

A. Payment Frequency - The Operator agrees to make best effort to process payments to Affiliates on the first business day of the month excluding bank holidays for all referral commissions earned during the previous month’s period, less any taxes, duties, and charges the Operator may be required to hold, and less any amount the Operator determines in its sole discretion, was not validly earned.

B. Minimum Payments - The Operator will hold all referral commissions until the total amount due is at least $100 and/or depending on payment methods or until the Agreement is terminated.

C. Affiliate Fraud - The Affiliate is prohibited from earning income if that income was earned through any sort of fraudulent or illegal activity. In addition, the Affiliate is prohibited from earning commissions if those commissions were earned: (i) on its own Customer Account or on the Account(s) of its immediate family members or employees; (ii) on any Second-Tier Affiliate, if that Second-Tier Affiliate is the same as the First-Tier Affiliate or of the First-Tier Affiliate's immediate family members or employees; (iii) on any duplicate Customer Accounts. In such cases, the Affiliate agrees to forfeit all commissions and be liable for any and all damages that the Operator suffers as a result of such actions. The Affiliate agrees to reimburse the Operator for all commissions received for fraudulent or falsified transactions, plus all costs for legal causes or actions that may be brought against the Affiliate to the fullest extent of the law.

XIV. Tracking And Cookies

A. Tracking - The Operator promises to do its best to ensure accurate tracking of referrals made by the Affiliate. The Affiliate hereby acknowledges and accepts that the tracking system employed by the Operator is not 100% fail-safe, and that there may be, on occasion, instances of referrals made that are not credited to the Affiliate for any of the possible reasons: (i) failure by the Affiliate to use proper format of the assigned Affiliate URL or Bonus Code in Website links, banner ads, promotional materials, and so on; (ii) deliberate or accidental actions by Customers to circumvent the Affiliate's URL or Bonus Code so that the software is unable to accurately track that referral; (iii) bugs, glitches, or crashes of the tracking software that render it unable to accurately track referrals for a period of time; (iv) acts of nature that cause irretrievable data loss on the computers and back-up disk media that store the commission information. As such, the Affiliate will not hold the Operator liable to compensate for any claimed commissions that were not tracked and recorded by the tracking software.

B. Cookies - The Operator agrees to pay commissions after the Customer has re-entered the Operator's Website through the use of a cookie placed on the end-user computer. If, through no fault of the Operator, the cookie is removed or not allowed by the end user, that Customer may be tracked only if the Customer enters the Operator's Website directly through the Affiliate's URL. The cookies are written to benefit the last referring Affiliate.

XV. Disclaimers

Neither the Operator, its subsidiaries, nor any of the parties who have been involved in creating, producing, or delivering the programme or any of the Products sold through the programme offers any warranty, and hereby disclaim any and all warranties, express or implied, including without limitation any implied warranty of Operability, or fitness for any purpose.

XVI. Limitation of Liability

The Operator shall not be liable for any direct damages whatsoever. The Operator shall not be liable for any losses or damages resulting from: (i) the delivery, installation, maintenance, operation, or use of the programme; (ii) any act or omission of the Operator, or its agents, or any other entity furnishing equipment, products, or services to the Affiliate; and (iii) any personal or property damages due to the loss of stored, transmitted or recorded data resulting from the programme, even if the Operator has been advised of the possibility of such damages. In no event shall the Operator be liable for any indirect, incidental, exemplary, punitive or other consequential damages whether or not foreseeable, including, but not limited to, damages for the loss of data, goodwill or profits, arising out of or in relation to this Agreement even if advised beforehand of the possibility of such liability. No action or proceeding against the Operator may be commenced more than two (2) years after the event giving rise to such claim.

XVII. Indemnification.

Subject to applicable law, the Affiliate hereby agrees to indemnify, hold harmless, and defend the Operator, its agents, officers, directors, shareholders, employees, advisors, and independent contractors, or anyone else who has been involved in the creation, production, or delivery of the programme or any of the products/services sold through the programme that are the subject of this Agreement from any and all claims and/or legal action without limitation, resulting from his/her use, or inability to use the programme which damages the Affiliate or another party. This indemnification shall survive the termination of this Agreement.

XVIII. General

This Agreement represents the complete Agreement and understanding of the parties, and supersedes all other Agreements, representations, or understanding, and shall prevail if any conflict arises between the Operator and the Affiliate. This Agreement is for the benefit of, and binding upon the parties hereto, and their respective successors and permitted assigns. Neither party is responsible for a failure to fulfil its obligations under this Agreement for delay in doing so if such failure or delay is due to circumstances beyond its control, such as, but not limited to, acts of God, acts of government, war, riots, strikes, and accidents in transportation.

XIX. Governing Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Geneva, Switzerland applicable therein. Should any provision of this Agreement be held to be invalid by a court of competent jurisdiction, all other provisions will remain in effect and are enforceable by the parties. Any action relating to this Agreement shall be referred to the arbitration of a single arbitrator; if the partners agree upon one, otherwise to three (3) arbitrators, one to be appointed by each party and a third to be chosen by the first two named before they enter upon the business of arbitration. The award and determination of such arbitrator or arbitrators, or any two of such three arbitrators, shall be binding upon the parties and their respective heirs, administrators, and permitted assigns.

XX. Miscellaneous

The headings are included for ease of reference only and do not form part of this Agreement. All Notices under this Agreement shall be in writing and may be sent by electronic device. The Affiliate agrees to notify the Operator if the Affiliate moves or otherwise changes their mailing address or e-mail address, and to list a truthful name, postal address, and e-mail address.

XXI. HollywoodPoker Tournament Winners

In the case of winners participating in offline events for HollywoodPoker, we reserve the right to use the name, picture, portrait, likeness and / or voice in any promotional material connected with: (i) the Contest; (ii) any future contest; and / or (iii) Sponsor's website and / or online business. Furthermore, in attending the offline-event, the player agrees to outfit themselves, with HollywoodPoker Gear (when and where offline tournament rules allow) and participate in / make themselves available for interviews and other promotional endeavours. Cash alternatives to promotional prize packages and added prizes are at the sole discretion of HollywoodPoker.

XXI. European Gaming and Betting Association Code of Conduct

HollywoodAffiliates.com has adopted the newly established European Gaming and Betting Association Code of Conduct (EGBA CoC) for a regulated and competitive cross border betting and gaming market. The EGBA and its members are committed to legal and responsible internet betting and gaming where customers are delivered a fair and reliable product.

This EGBA CoC is to be adopted as a means of business self-regulation for the EGBA members and is intended to be rigorously applied to all forms of business and advertising whether conducted directly by an EGBA operator member or by a third party on behalf of such operator

The EBGA CoC is intended to supplement, but not supersede, applicable legislative requirements within a jurisdiction. The EGBA CoC needs to be observed and accepted by all our partners and affiliates and request that you accept these in your partner account settings. The EGBA Code of Conduct relating to ethical and responsible marketing has the strongest impact on the cooperation with our affiliate partners.

Failing to accept the EGBA CoC or in circumstances where we become aware of an affiliate partner behaving in a manner that contravenes this Code of Conduct, we will be forced to reconsider our partner agreement.

More information about EBGA is included below:

All EGBA members support the goals of a regulated and competitive cross border betting and gaming market and are bound to comply with this code of conduct.

The EGBA regards the Code of Conduct as an important statement by its members of their commitment to socially responsible internet betting and gaming. The Code should be understood and seen in conjunction with each member's national licensing requirements, imposed by its home EU regulator.

This Code is to be adopted as a means of business self-regulation for the EGBA members and is intended to be rigorously applied to all forms of business and advertising whether conducted directly by an EGBA operator member or by a third party on behalf of such operator. The Code is intended to supplement, but not supersede, applicable legislative requirements within a jurisdiction.

EGBA members are to be audited by an appropriately qualified and professional third party audit organization, on an annual basis, for compliance of this code of conduct and the further detailed standards which are to be approved by the EGBA board from time to time. This is in addition to any such policies, processes or compliance already undertaken by any EGBA members individually e.g. GamCare certification, eCommerce and Online Gaming Regulation and Assurance (eCogra) or other such organizations.

General

The following minimum requirements and features should be included and implemented by all EGBA members, without prejudice to those members who decide to go further or adopt additional relevant policies:

• a requirement for player registration including name, age, address and unique password details
• stringent player verification processes for underage and identity checks (as further detailed below);
• the ability for players to establish bet and deposit limits;
• the ability to provide players with a statement of their account activity;
• accessible and responsive customer support on a 24/7 basis;
• links to problem gambling and betting information and qualified advice services where available in a territory;
• measures to combat fraud including player-fraud, money-laundering and fraud against the operator;

Website

EGBA operator websites should contain the following:

• the name of the operator and the address of its registered office;
• contact information for resolving customer complaints and disputes on a 24/7 basis;
• a statement identifying the jurisdiction from which the gaming or betting is conducted, preferably with a link / contact for the licensing jurisdiction for better understanding and dealing with consumer complaints;
• clear information about the terms and conditions for the service;
• clear wording that underage persons are not permitted to register or to participate in gaming or betting;
• instructions on play and dispute resolution should be readily accessible

Problem Betting and Gambling Issues

Despite the belief and experience of EGBA members that problem betting and gambling issues affect the small minority of customers, the EGBA believes that further detailed research in this area is warranted.

However, the EGBA is committed to socially responsible gambling and betting and the reduction of problem gambling. Therefore, EGBA members agree to adopt the self-regulatory controls identified here and agree to adhere to responsible gambling and betting regulations / guidelines established in their respective licensing jurisdiction. In the case of conflict, the licensing jurisdiction takes precedence. EGBA members shall:

• make reasonable efforts to identify problem gamblers;
• provide a link to a website or websites (where available) offering information and assistance with respect to problem gambling including access to qualified support where reasonably available;
• offer the ability to their customers to set their own betting/deposit limits in an attempt to mitigate problem gambling;
• agree not to give credit to customers - specifically, members cannot permit a player to wager, win and get a payout where the funding of that wager comes from the operator other than through a promotion or bonus given by the operator.

Player Verification – Underage, Identity, Know-your-customer issues

EGBA members shall implement reasonable security measures to prevent access to remote gambling and betting products (including player registration) by users who have not reached the legal age for betting in their jurisdiction (underage), and shall:

• post a prominent age restriction notice on the home page and in the website terms and conditions;
• consider any credible and/or Financial Services Authority standard verification service providers and implement appropriate verification solutions;
• work with verification service providers to improve coverage and quality of verification services available;
• lobby governments to provide access to a wider range of databases to improve verification capabilities;
• adopt complimentary measures to manage risk (customer risk and operator risk) by way of deposit and/or time-based limits and manual verification using copies of government issued identification documents;
• immediately close the account of any underage or suspected underage person found to have accessed its services; and
• avoid advertising in media publications which target the underage and will not portray anyone underage in any gaming or betting adverts or promotional material.

The goal of these measures is:

• to know who the customers accessing the website are and that they are adults;
• to ensure that appropriate risk-management is being adopted that is proportionate to the actual risks of underage or unverified customers accessing the services;
• to ensure that EGBA members are operating at comparable or higher standards of verification than those of the relevant state-monopoly provider, where applicable; and
• to ensure that the coverage, quality and capability of real-time verification is continuously improved with the necessary development and assistance from the verification services industry and governments who have an important role to play on this issue.

Anti-money laundering issues

EGBA members shall implement an Anti-Money Laundering (AML) Policy approved and supported by its senior management which will provide reasonable security measures to prevent transactions which are potentially connected to money laundering; including the appointment of a person or persons with responsibility for implementing and ensuring effectiveness of anti-money laundering systems. This will include:

• implementation of appropriate know your customer processes;
• the provision of suspicious transaction reports to the relevant national Financial Investigation Unit and international institutions;
• the necessary training of staff involved in that business; and
• a formal annual report to Senior Management detailing the company's compliance/non-compliance with its AML obligations.

The goal of these measures is:

• to ensure a safe and stable regulatory environment for both operators and players;
• to try to ensure that no money laundering occurs with regard to gaming and betting activities;
• to provide regulatory safeguards to minimise the operator's exposure to customers by ensuring adherence to national and international Money Laundering laws and relevant e-gaming standards; and
• establishing compliance, audit testing and monitoring.

Consumer Privacy and Data Protection

Player's accounts shall be managed in a secure, safe and efficient environment. The privacy and confidentiality of all player information submitted at any point in time shall be protected from unauthorized or unnecessary disclosure.

Payouts and Cashouts

EGBA members will ensure prompt and accurate processing of winnings and cashouts, subject to appropriate and necessary checks and verifications.

Product Testing

EGBA members shall implement a product testing and fairness policy to ensure that players have a positive experience on their sites. This policy will make sure that all systems used by the customer are fair and that the Random Number Generator is truly random. The policy will include:

• both internal and external testing of all products for fairness;
• ensuring that all products are tested both pre and post launch for fairness;
• all major changes are individually tested and a system-wide regression test is completed annually;
• frequent testing of all Random Number Generators so that all games will be conducted fairly and openly; and
• testing of all game rules to ensure fairness.

Advertising

EGBA members will ensure that players are not mislead through advertising or promotional activities, and will ensure that the terms and conditions of their promotions are followed.

• advertising should not be false or misleading, particularly with regard to winning, and should be based on fact;
• advertisements should not entice the underage to bet or be displayed at sites clearly targeted at the underage;
• an operator should not knowingly engage in the distribution of unsolicited advertising (i.e. SPAM) either directly or through a third party. Email advertising should have an unsubscribe, or opt out, facility;
• advertisements should not contain a misrepresentation that is likely to cause damage to the business or goodwill of another person; and
• an operator should ensure that a third party performing advertising on their behalf abides by this code.