Introductory provisions

1. Vision Media Services N.V. (hereinafter “Vision Media”) is a company duly registered under the laws of Curacao by means of having its registered office at E-Zone, Vredenberg, Curacao, email address contact@visionmedias.com, and being regulated and licensed by the Government of Curacao with the Curacao Casino Gaming License.

2. This document (the “Agreement”) sets out the terms and conditions agreed between Vision Media, a company duly registered under the laws of Curacao by means of having its registered office at Ezone, Vredenberg, Curacao and being regulated and licensed by the Government of Curacao with the Curacao Casino Gaming License; and the person/company set out on the relevant application form (hereinafter “the Affiliate”), regarding the Affiliate’s application to join PartnersOnly affiliate program and to promote the Betmotion site (hereinafter “VM Sites” or singularly “VM Site”) and the creation of internet hyperlinks from the Affiliate’s website to this site (hereinafter the “links”).

3. Vision Media may change any or all part of this Agreement at any time (even without prior notice to the contracted party). If applicable, the notice of these changes will be given by email. If the Affiliate does not agree to the changes, the Affiliate should terminate this Agreement in accordance with its terms. The Affiliate’s continued participation in the PartnersOnly affiliate program after Vision Media have posted the changes will constitute binding acceptance of such changes.

4. To unsubscribe from the promotional newsletters, the Affiliate can do it directly in the email by clicking the link “Unsubscribe” located at the top of it or the Affiliate may also request to an Account Manager to remove it.

1. Definition and interpretation

1. “Affiliate” is any natural and legal persons who, after having entered into Vision Media Terms and Conditions, uses its media platforms or offline strategies to promote the products of the brand to acquire new users.

2. “Payment Agent” is any person appointed by Vision Media to carry out on its behalf and name payments to the Affiliates.

3. “Database” is all that user’s information with relevance to the Agreement, including personal data and contact information, and excluding all other Vision Media databases, as it stands as of the date of this Agreement, and as it stands until the date of this Agreement being terminated. The Databases are assets of a financial value belonging to Vision Media and represent a substantial investment.

4. “Bonus” is the prize offered to the user by Vision Media in the form of the so-called “free money”, “free bets”, “free-games” and/or similar that the user can utilize as payment for stakes (bets).

5. “Commission” means the compensation due to the Affiliate based on the agreed percentage of Net Revenue generated by the New Depositor at VM Sites. The net revenue is generated considering gross return (player’s losses) minus the following deductions: bonus, chargebacks, content providers and network, fraud and payment process.

6. “Personal data” is any information referring to any person, whether individual or legal, that is or may be identified from time to time (directly or indirectly).

7. “Intellectual Property Rights” means any rights in computer software (including source codes), rights in databases, rights in know-how, design rights, topography rights, copyrights, trademarks, domain names, utility models, brands, business names, registrations and applications to register any of the aforesaid items and/or rights in the nature of any of the aforesaid items.

8. “Confidential Information” means any information of a commercial value, essential for any of the Parties, such as: technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, information concerning research, databases, users lists, prospect and users data, supplier lists, marketing plans, product development, manner of operation, financial condition or prospects.

9. “Brand” is the name, concept or identity under which the Services or Business is generally, and from time to time, recognized in the public domain worldwide. The Brand is the sole property of Vision Media.

10. Vision Media’s business consisting of fixed stakes, other type of bettings many online entertainment activities.

11. “New Activities” means any services or products related to the main business, which are not offered through this website but it is available to all users in any other site related to the brand.

12. “New Depositor” is any customer that have made, in compliance with the Vision Media terms and conditions, a first deposit to use it in the games and available bets on the site belonging to the firm.

13. “Technical Platform” is a technical tool, back office modules, functionalities and data, to record, register and monitor the relevant Affiliate activities, business and other activities between Vision Media and users, which materialize via the advertising space of the Affiliate concerned, ultimately allowing the management of Affiliates‘ users accounts opened at VM Sites.

14. “Sub-Affiliate” is any natural and legal person who, after having entered into collaboration with the Affiliate, use its media platforms or offline strategies to promote the VM’s products in order to acquire new users.

15. “User” is any individual person registered in one of the VM sites that, brought by an affiliate, has its movements considered in the calculation of the commission to be paid.

16. By “Vision Media” is understood Vision Media Services N.V and any of the subsidiaries of Vision Media Services, including Betmotion and Betmotion Poker. The contractual party in this agreement, notably for payment, invoicing and other financial purposes, is solely Vision Media Services N.V.

1. General scope and object.

1. Vision Media requires third party advertising space to promote its brands and increase its business, notably via increasing the number of new depositors, and will, from time to time in cooperation with third parties, negotiate, sign and carry out its affiliate marketing strategy. In the event, Vision Media uses a third party for the (partial) roll-out of its affiliate marketing strategy, including contract negotiation, day-to-day management of the technical platform, payment processing, marketing or other activities, this irrespective of the legal capacity of the intermediary, whether as agent, subcontractor or other, Vision Media Services N.V. is exclusively responsible for the proper execution of the Agreement.

2. VM expressly states that the promoting or soliciting of bets is subject to legal restrictions in some countries and may even be prohibited in some cases. These may vary at any time according to the legislation of the corresponding countries. Thus, the Affiliate must consider that will not be able to have users in countries where the promotions, soliciting of bets or the participation in prize games be prohibited under the rules and regulations of its country of domicile or be permissible only under certain preconditions not met – it may not enter into this agreement and shall, consequently, also not be entitled to post the link on its website. Should any disadvantages whatsoever arise for Vision Media or the Affiliate due to disregard of the relevant prohibitions in the country of domicile of the Affiliate, the Affiliate shall be exclusively liable for such disadvantages.

3. The Affiliate confirms that it operates the Affiliate Site under its own name and that it is fully and without restrictions authorized to dispose thereof.

4. Unless otherwise agreed in writing by the parties, each party shall remain exclusively responsible for any expenses incurred in respect of the obligations it undertakes and will have no right of recourse against the other party in respect thereof.

1. The Affiliate’s integration in the PartnersOnly Affiliate Network

1. Upon conclusion of the agreement, a unique partner identification code is assigned to the Affiliate, that is integrated in the technical platform. By means of the link code assigned within the scope of the PartnersOnly Affiliate strategy, new depositors and the bets placed by them during the sessions are registered and/or can be further tracked.

2. The preparation of additional advertising material relating to Vision Media is only permissible with VM’s consent.

3. A change of the URL address of the Affiliate site shall not constitute a change to the agreement and shall not affect its rights and obligations arising from this agreement.

1. The Links

Throughout the Term, the Affiliate shall prominently incorporate and continually display the most up to date Links provided to the Affiliate by Vision Media on all pages of the Affiliate Site in a manner and location agreed between the Affiliate and Vision Media and the Affiliate shall not alter the form, location or operation of the Links without Vision Media’s prior consent.

1. The Affiliate agrees to give Vision Media the Affiliate’s reasonable assistance in respect of the display, access to, transmission and maintenance of the links, If requested by the contracting party.

2. The Affiliate shall ensure that will not place any promotional links on pages of its site aimed at persons under the age of 18 years old.

3. In the event that the Affiliate wishes to place the links on websites other than the Affiliate site, the Affiliate must first obtain Vision Media’s written consent.

4. VM has the right to monitor the Affiliate site to ensure the Affiliate is complying with the terms of this agreement and the Affiliate shall provide Vision Media with all data and information (including passwords) to enable Vision Media to perform such monitoring at no charge.

5. The Affiliate may not purchase or register keywords, search terms or other identifiers for use in any search engine, portal or sponsored advertising service and which are identical or similar to any of Vision Media’s trademarks or otherwise include the word “Vision Media”, Betmotion”, “Betmotion Poker” or “PartnersOnly” or variations thereof, or include metatags on the Affiliate site which are identical or similar to any of Vision Media’s trademarks.

6. Neither the Affiliate nor the Affiliate’s friends or relatives are eligible to become users and the Affiliate shall not be entitled to any share of net revenue or fees (or any other remuneration from Vision Media) in relation to such relatives or friends. Relatives in this context shall include the Affiliate’s spouse, partner, parent, child or sibling.

7. The Affiliate shall indemnify on demand and hold harmless Vision Media from all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Vision Media in consequence of any breach by the Affiliate of this agreement.

8. The Affiliate shall not:

i. directly or indirectly offer any person or entity considerations or incentives (including, without limitation, payment of money or benefits) for using the links on the Affiliate site to access the VM sites (e.g. by implementing any “rewards” program);

ii. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Vision Media by any person or entity;

iii. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the VM sites;

iv. engage in transactions of any kind on the VM sites on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;

v. take any action that could reasonably cause any end user confusion as to VM’s relationship with the Affiliate, or as to the site on which any functions or transactions are occurring;

vi. post or serve any advertisements or promotional content promoting the VM sites or otherwise around or in conjunction with the display of the VM sites (e.g., through any “framing” technique or technology or pop-up windows or pop-under windows), or assist, authorize or encourage any third party to take any such action;

vii. attempt to artificially increase monies payable to the Affiliate by VM;

viii. cause the VM sites (or any page thereof) to open in a visitor’s browser other than as a result of the visitor clicking on a link on the Affiliate Site;

ix. attempt to intercept or redirect traffic  (including via user-installed software) from or on any website that participates in the PartnersOnly affiliate program.

x. use any form of spam (including search engine spamming or spamdexing) or unsolicited mail in its attempts to refer new depositors to the VM sites.

xi. be under eighteen (18) years of age; the Affiliate is obliged to provide Vision Media upon simple request at any time a copy of his/her ID and billing address if needed. Vision Media reserves the right at any time to request that the Affiliate or player produce documents to verify his/her identity and/or other facts. Refusal to do so may be considered, at Vision Media’s sole discretion, as fraudulent activity that will be subject to all the consequences listed above.

xii. VM determines, in its sole discretion, which the Affiliate has engaged in any of the foregoing activities or doubtful patterns, and the list above is not limitative. As a result, Vision Media may without limiting any other rights or remedies available to it, (a) withhold any monies otherwise payable to the Affiliate, in particular adjust the commission earned on the offending player in the affiliate account to 0%, sever the relationship between the affiliate and the player account and/or (b) close the player and/or affiliate account and/or immediately terminate this Agreement.

1. If the Affiliate contacts any of the Affiliate’s users to promote the VM sites or the links, the Affiliate shall make clear in the body of any communication that such communication is made without the knowledge or involvement of VM and that any complaint that the relevant user make should be addressed to the Affiliate and not Vision Media.

2. The Affiliate shall at all times comply with the reasonable data protection standards and any other related or similar legislation.

3. In any event, the Affiliate shall inform users of its own site, via a privacy policy or other appropriate means, that tracking technology will be installed on the user’s hard drive when a user clicks on the links.

1. Vision Media’s Obligations and rights

1. Vision Media shall supply the Affiliate with the links for inclusion on its site and may update such links whenever necessary.

2. Vision Media shall use its reasonable endeavours to ensure that whenever a new depositor links to the VM sites through the links on the Affiliate Site and they subsequently place a bet with Vision Media, the relevant new depositor is identified as originating from the Affiliate site. However, VM shall not be liable to the Affiliate in any way if it is unable to identify a new depositor as originating from the Affiliate site.

3. Vision Media shall be entitled to exercise any of its rights or fulfil its obligations hereunder (including without limitation its payment obligations) through any company within the group of companies containing Vision Media.

4. Vision Media shall have the discretionary right to accept or decline any offer to execute the Vision Media’s General Affiliate Marketing Agreement. In the event VM declines an offer, it shall not be obliged to indicate a reason, nor shall any compensation, remuneration or other indemnity be due.

5. Vision Media shall develop and make available to the Affiliates advertising material with promotional content.

6. Vision Media shall have the right to select an adequate technical platform, in accordance its criteria.

1. Commission, payment and payment terms

1. The Affiliate in the PartnersOnly Affiliate Network shall be entitled to receive, on a monthly basis a revenue based on a percentage of the net revenue (“commission”).

2. Affiliate shall be entitled to receive the commission for each new user for 1 year from the registration date of the player in the site. In the event of the termination of the agreement, the payment of the commission shall end after a period of 3 months following the date of the effective termination of the agreement. The termination of the agreement by PartnersOnly may include the fact that the Affiliate may have stopped generating new users during a period of 3 (three) months or more. PartnersOnly will take into account the last depositor user. In case that PartnersOnly does not send any kind of communication to the affiliate stating otherwise, the agreement will be terminated. PartnersOnly is under no obligation to send notice to the affiliate that the agreement has been terminated between both parties.

3. To receive revenue based on a percentage of the Net Revenue of his Sub-Affiliate, the Affiliate shall register the sub-affiliate through the PartnersOnly Affiliate Network. The Affiliate is individually responsible for registering his Sub-Affiliate and cannot claim revenue from a Sub-Affiliate not registered through the PartnersOnly Affiliate Network. The Terms and Conditions shall apply to the Sub-Affiliate. The Affiliate undertakes the responsibility to not use a fictitious name or alias when registering a Sub-Affiliate and is not allowed to register himself as a Sub-Affiliate. The Affiliate is entitled to receive 10% of his Sub-Affiliate’s commission.

4. Vision Media shall provide the Affiliate with statements accessible through the technical platform, detailing the number of new registers and the Affiliate’s share of net revenue, if any, which have accrued to the Affiliate over the course of the calendar month. Such statements shall in principle be updated daily. At the end of a calendar month, Vision Media shall record the Affiliate’s total share of net revenues, if any, during the previous calendar month (“Commission”). If a revenue share does not exceed 50 USD or similar, Vision Media shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the commission (including such carried forward sum) exceeds 50 USD.

5. e) It is understood and agreed that Affiliate has at any time secured real time access to the technical platform, always provided that Vision Media does not object such access for duly motivated reasons, such as network and IT maintenance or security threats. Affiliate understands and accepts that the real time data of the technical platform are merely estimations and/or have an indicative value. After the end of each calendar month, shall Vision Media provide Affiliate with a consolidated monthly statement containing the aggregated and accurate data concerning the generated net revenues and the commissions of each Affiliate.

6. Affiliate understands and accepts that access to the PartnersOnly’s technical platform, including the back-office module, is subject to the highest confidentiality obligation and any misuse, whether intentionally or not, of said limited access right shall be considered as a substantial breach of essential obligations under the present agreement (obligation of result).

7. All payments to Affiliate shall be made by a payment agent appointed by Vision Media. Both parties agree and acknowledge that Vision Media may change from time to time, and at its sole discretion, the payment method and/or payment agent, always provided Vision Media Services N.V. is exclusively responsible for payment of any amounts due.

8. All payments required to be made under this agreement shall be made in USD. The applicable exchange rate, if any, shall be the ones from time to time used by Vision Media for internal group reconciliation purposes, as for currently reported by OANDA (http://www.oanda.com) For the avoidance of doubt, all payments shall be made inclusive of VAT, if applicable and the Affiliate is individually responsible for withholding tax, VAT and social fees.

9. Invoices and payment are processed automatically through the technical platform. Payments shall be made between the 15th and 30th of the following month of each calendar month.

10. In the calculation of net revenues, when a new depositor account results in a negative balance for the Affiliate, due to its winnings and/or bonuses, the said balance will be accumulated to next month. Negative carry over will be taken into account from one month to another in the calculation of the commission due to the Affiliate.

1. Intellectual Property

1. Nothing in this Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights, including patents, trademarks, service marks, registered designs, copyrights, database rights, rights in designs, inventions and Confidential Information, etc. which arise in result of entering into or the performance of this Agreement.

2. All Intellectual Property Rights created and/or deriving out of this agreement, including banners, advertising material, contents and database with content and personal data, shall be or become the sole property of Vision Media, and Affiliate shall have absolutely no rights therein.

3. Vision Media grants the Affiliate a non-exclusive and worldwide right to display the brand features and related content during the Term solely for the purposes of the display of the links by the Affiliate on the Affiliate site as set out in this agreement and in accordance with VM’s guidelines as may be provided to the Affiliate from time to time. All intellectual property rights and any goodwill arising in the links and in all betting products, associated systems and software relating to the services provided by Vision Media to its users from time to time shall remain the property of Vision Media. The Affiliate is not permitted to use the Vision Media content in any way that is detrimental to Vision Media or the reputation or goodwill of Vision Media. The Affiliate is not permitted to alter or modify in any way the Vision Media content without the prior written consent of Vision Media.

4. Unless prior written approval, the Affiliate may not purchase or register domains names which are identical or similar to any of Vision Media’s trademarks or otherwise include the word “Vision Media”,”Betmotion”, “Betmotion Poker”, “PartnersOnly” or variations which are identical or confusingly similar to any of Vision Media’s trademarks.

5. The parties agree that the right mentioned in Clause 7 (c) is non-transferable and terminable at any time at the instance of Vision Media.

6. The Affiliate agrees that the Affiliate Site shall not resemble in any way the appearance and/or the general impression of the VM sites, nor will the Affiliate create the impression that the Affiliate Site is the VM Sites (or any part thereof).

7. Upon termination of this Agreement, each Party shall hand over to the other Party proprietary material or information, and, as the case may be, destroy in a secure manner remaining copies of the same. Notwithstanding any disposition to the contrary in this Agreement, Affiliate acknowledges that after termination of the Agreement, it will not be allowed to keep a copy of the Vision Media Content, the Databases, personal data or Confidential Information, and may not exploit, directly or indirectly, Vision Media proprietary information, materials or works.

1. Warranties

1. Each party to this agreement represents and warrants to the other that it has, throughout the Term all right, title and authority to enter into this agreement, to grant to the other party the rights and licenses granted in this Agreement and to perform all of its obligations under this agreement.

2. Each party to this agreement represents, warrants and undertakes to the other that it has obtained and will maintain in force all necessary registrations, authorizations, consents and licenses to enable it to fulfil its obligations under this agreement and that it complies with, and shall continue fully to comply with, the preconditions set out and all applicable laws and regulations.

3. The Affiliate represents, warrants and undertakes that the Affiliate site shall contain no material which is defamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third party rights and shall not link to any such material.

4. The Affiliate warrants that it shall at all times comply with any local and international data protection standards any other related legislation; and the Affiliate shall indemnify on demand and hold harmless Vision Media from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Vision Media in consequence of any breach by the Affiliate of this warranty.

5. Vision Media is associated with companies working for the prevention of gambling addiction (Gamcare). The Affiliate should provide all the information to fight the dependence on game. The Affiliate should place links directed to the aforementioned sites.

6. Affiliates must not deliberately provide facilities for gambling in such a way as to appeal particularly to children or young people, for example by reflecting or being associated with youth culture.

1. Disclaimer

Vision Media makes no representation that the operation of the VM sites will be uninterrupted or error-free and will not be liable for the consequences of these errors.

The Affiliate (the “Indemnifying Party”) shall indemnify on demand and hold harmless Vision Media and each of its associates, officers, directors, employees, agents, shareholders and partners (the “Indemnified Party”) from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by the Indemnified Party in consequence of any breach, non performance or non observance by such Indemnifying Party of any of the obligations or warranties on the part of the Indemnifying Party contained in this Agreement.

1. Exclusion of Liability

Vision Media shall not be liable, in contract, tort (including negligence) or for breach of statutory duty or in any other way for:

i. any economic losses (including loss of revenues, profits, contracts, business or anticipated savings);

ii. any loss of goodwill or reputation; or

iii. any indirect or consequential losses, whether or not such losses were within the contemplation of the parties at the date of this agreement, or any other matter under this agreement.

The liability of Vision Media shall not, in any event, exceed the sum of the total monies paid by Vision Media to the Affiliate over the 12 months period preceding the date on which such liability accrued.

1. Term and Events of Default

1. This Agreement will begin its validity date, on the date of registration of the affiliate on the website PartnersOnly.

2. Vision Media may end the Term with immediate effect by written notice to the Affiliate if:

i. the Affiliate commits a breach of its material obligations under this agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt the notice from the other;

ii. The Affiliate requests the untying of the program, if there is no pending Affiliate with PartnersOnly. If there is any goal to be fulfilled by the affiliate, the unlinking will be done after its complete fulfillment. The Affiliate becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application shall be presented, order shall be made or resolution passed for its winding up.

iii. the Affiliate sells its business, or any part herein, and/or registers any change of beneficial owner.

1. Vision Media may unilaterally terminate this Agreement on delivery of two weeks’ prior written notice to the other party, and without giving any reason therefore.

2. The parties shall have no further obligations or rights under this agreement after the end of the Term, without prejudice to any obligations or rights which have accrued to either party.

1. General

1. This agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement.

2. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.

3. The Affiliate shall not without the prior written consent of the other party assign at law or in equity , sub-license or deal with this agreement or any rights under this agreement, or sub-contract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

4. If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this agreement, which shall remain in full force and effect.

5. Any notice given or made to Vision Media shall be by email to (partners@partnersonly.com) and marked for the attention of Affiliates Manager. Vision Media shall send the Affiliate any notices to the email address supplied on the Affiliate’s application form or such other email address as notified by the Affiliate to Vision Media.

6. Each party undertakes that it will not divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavors to prevent the publication or disclosure of any confidential information concerning such matters.

7. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

8. Neither party shall make any announcement relating to this agreement or its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority.

9. The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the laws in Curacao. Each party irrevocably submits to the Curacao Justice Department.

1. Severability

Should one of the contractual provisions be or become ineffective, said ineffective provision will be replaced by one which shall come as close as possible to the commercial purpose of the void agreement. All other stipulations of the agreement shall continue in full force and effect.

1. Counterparts

This may be executed in any number of counterparts, each of which when executed and delivered shall be an original, however, all counterparts together shall constitute one and the same instrument.