Whereas:

• Centrebet Pty Ltd, an Australian sports-bookmaker licensed to conduct online betting, and Centrebet Gaming NV (a Netherlands Antilles company authorised to conduct online gaming), in this document collectively known as "Centrebet", is offering an Affiliate Program; and
• Affiliates may wish to market and promote the Centrebet casino, poker room, and sports-book and fixed odds games for reward; then
• These terms and conditions govern the relationship between Centrebet and the Affiliate.

Terms & Conditions

The following are the terms and conditions governing the Centrebet Affiliate Program. Please read this agreement completely.

By submitting the application form or linking to the Centrebet Site or Sites, you are deemed to have agreed to be bound to the terms and conditions set out in this agreement.

You can enrol as a member of the Centrebet Affiliate Program by creating a unique link to a Centrebet Site using the text or one of our banners located on our banner manager library.

These terms were last updated on : 30th November 2009

Definitions:

• "Advertising Revenue" is the percentage of Net Revenue due and payable to you, at the end of each calendar month, calculated according to the amount of wagers made by in the past month by customers you have referred to Centrebet, based solely on our systems data, and any one-time payments or customer acquisition costs as may be applicable.
• "Banners and Text Links" includes the graphical artwork or text that will be directed to our Sites to permit a Customer to hyperlink from your website to our Site, as well as the XML feeds and such other marketing material as is available from time to time;
• "Centrebet Sites" mean all related Centrebet websites available through the Centrebet Affiliates program
• "Customer" means a person that enters a Centrebet Site via your Tracker(s) and in good faith opens an account and becomes and active depositing customer. Please refer to point 4 under Your Rights and Obligations in the agreement to ensure you have understood the term “Good Faith”
• "Deposit" means the funds transferred by Customers to their Centrebet Site account.
• "Fraud Traffic" means Deposits or traffic generated at the Site through an illegal means (in contradiction to our standard terms of what “affiliation” means) or in bad faith that sets out to defraud the system or Centrebet in any way, regardless of whether or not it actually causes any harm or loss of revenue. Fraud Traffic includes but is not limited to Spam, false advertising and unauthorized use of any third party copyrights or trademarks, accounts that are opened to make arbitrator bets, accounts that are linked to the affiliate or parent account, accounts where we can prove collusion with other players of the affiliate account  or where we can define bonus abuse
• "Redeem(s)" means any and all funds withdrawn or cashed-out by Customers from their Centrebet account plus amount pending on the customers account plus any Deposits reversed (or credits given) by us, in our sole discretion, to negate fraud, error, Customer non satisfaction or through charge-backs.
• "Spam" means emails and messages that meet any of the following definitions:
  • An unsolicited mailing, usually, to many people.
  • Contain false or misleading statements.
  • Do not truthfully identify the source or the originating IP Address and / or the originating email address.
  • Do not contain an online and real time remove option.
• "Sub-Affiliates" (or 2nd Tier) means a 3 rd Party which generates traffic via your dedicated links. Such Sub-Affiliate is to be a genuine arms-length person.
• "Tracker(s)" means 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.

Our Rights and Obligations:

• Register your customers: We will register your customers and will track their play. We reserve the right to refuse customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish, or any regional legislative changes that may occur. This may include certain player accounts where player behaviour is deemed fraudulent, or we determine need to be removed from the affiliate program.
• Track your Customers’ Play: We will track your customers play and will provide you with remote online access to reports of customer activity and the Advertising Revenue generated.
• Pay You Advertising Revenue: We will pay you Advertising Revenue (defined above) we earn from customers directed from your site after they open an account with us.
• 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 which we will notify you of. Modifications may include, for example, changes in the scope of available Advertising Revenue, fee schedules, and affiliation program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change of notice or new agreement on our site, will constitute a binding acceptance of the change.

Your Rights and Obligations:

• Linking to our Sites: By agreeing to participate in this affiliate Program, you agree to create a unique link from your site to our site(s). You may link to us with one or more of our available marketing tools within the affiliate banner library. These are the only methods by which you may advertise on our behalf. We will terminate this agreement immediately if you advertise our sites 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.
• 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 you.
• Approved Layouts: Without our prior written approval, you will only use our approved marketing materials 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 marketing tools from Centrebet Affiliate Program (http://www.centrebetaffiliates.com/ or http://affiliates.centrebet.com) banner manager library.
• Good Faith: You will not benefit from known or suspected traffic not generated in good faith whether or not it actually causes us damage either in terms of our brand, product services or in financial terms 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.
• Responsibility for Your Site: You will be solely responsible for ensuring that materials posted on your site are not libellous 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.
• You will be responsible for updating your website if campaigns are due to expire we will notify you in advance Please ensure that you read all of our written communications to avoid any potential tracking issues that may arise from broken links from promotional campaigns that may have an expiry date.
• License to use Marks: We hereby grant to you a non-exclusive, non-transferable license, during the term of this Agreement, to use our sites intellectual-property marks (licensed, in turn by us, from their owner) solely in connection with the display of the marketing materials 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 marketing materials available in our banner manager. 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.
• PPC and brand bidding policy: You shall not engage in any pay-per-click, or sponsored search campaigns that utilise any of the “Centrebet” or variations of our brand term. You may obtain a full copy of our provisions for search marketing activities via the affiliate channel, from the Global Affiliate Manager — BEFORE you set up any PPC / Ad words campaigns – so that you are aware of our policy allowances. If you would like to be considered as a preferred PPC affiliate partner with confirmed brand bid rights, please get in touch with our Global Affiliate Manager : lee-ann.johnstone@centrebet.com
• During the term of this Agreement, You may be entrusted with confidential information relating to the business, operations, or underlying technology of our sites and/or the Affiliate Program (including, for example, referral fees earned by you under the program). You agree not to disclose any of the same to third parties nor to make use of any such confidential information unless you have our prior written consent and You further agree that You will use the confidential information only insofar as it is necessary to further the purposes of this Agreement not Benefit from Own Use: You will not knowingly benefit from any traffic to the Centrebet sites generated by You in any way whatsoever apart from the activities authorized by Us in terms of this agreement.
• THIS PROHIBITION EXTENDS TO YOUR OWN USE OF THE CENTRBET SITES. You will not be entitled to make use of the Centrebet sites for your own personal use under any circumstances for the entire duration that you remain an affiliate of the Centrebet program. (You may hold a Centrebet customer account for receiving commission payments, or for your personal use - providing that this account is not linked to any affiliate tracking links)
• We reserve the right to retain all amounts, or a portion thereof that we deem fit, (including those legitimately generated) due to you under this Agreement if we have reasonable cause to believe that such traffic has been generated in breach of this requirement.
• Liability for Fraudulent behaviour: Should fraudulent activity (as assessed by us in our sole discretion) occur from a Customer directed to a Centrebet site as a result of your marketing efforts, we retain the right to retract the commissions paid to you at any time in respect of such Customer. Our decision in this regard will be final and no correspondence will be entered into.

Restrictions on Age and Countries:

• You need to be 18 years of age or over to be a member of Centrebet Affiliates.
• No marketing may be directed for any Centrebet sites at the United States of America or Turkey. Customers are not accepted from the United States of America or Turkey and accounts opened in breach of Registration Conditions will be closed.
• Centrebet Poker, Centrebet Casino and Centrebet Games are not permitted to offer games to persons present in Australia, Antigua and Barbuda, the Netherlands Antilles, Israel, Cyprus, Estonia, Turkey or the United States of America. No entitlement to Advertising Revenue arises with any casino or poker play by customers from those mentioned countries.
• Centrebet Poker and Centrebet Casino are not permitted to offer casino or poker games to persons present in Bulgaria. No entitlement to advertising revenue arises with any casino or poker play by customers present in Bulgaria.

Your Fee:

• Net Revenue is defined as follows: All gross monies received by us in respect of all settled bets made by Customers after deducting; (i) monies paid out to Customers as winnings; (ii) monies paid in the form of betting duties or taxes (or reasonable provisions in respect thereof) (iii) bad debts; (iv) fraud; (v) returned stakes; (vi) transactions which are reversed by instruction from the card-holder's bank (commonly referred to as charge-backs); and (vii) voids and (viii) free bet/deposit bonuses and other  standard processing fees.
• Payments: Advertising revenue on the 12th working day of each month end. The rates of commission earnings per product can be found here: www.centrebetaffiliates.com
• We reserve the right to amend commission structures and payment thresholds as necessary. Notification will be made to you in writing before such changes occur.
• Minimum payment thresholds are set from as little as $100 for direct payment to your Centrebet Player Account; $350 for a Neteller and Moneybooker transfer or $500 minimum for payment made directly to your bank account.
• Centrebet reserves the right to change and amend the payment methods, as well as the minimum payment thresholds at any time. You will be advised in advance of such policy changes in writing via e-mail notification.
• It is your responsibility to ensure that your payment details are accurate and are kept up to date within the Affiliate system. If you do not provide payment information to us your affiliate commission will be carried forward until the next available monthly payment run. We will not be able to submit ad hoc affiliate payments outside of the standard monthly payment run for information that is not submitted into the system at the time of processing affiliate payments
• If you fail to achieve the minimum payment threshold on a certain month, the earned amount will be carried forward to the next calendar month or until the minimum payment threshold is met.
• Centrebet will not be liable for payments made to wrong accounts due to incorrect account details being provided — however where possible we will always try to assist with payment queries to rectify any potential problems that may occur in error.

You will earn revenue from earnings generated from customers you refer for such time as this Agreement between us remains in place or until the end of the month in which the agreement is terminated, or you are notified otherwise. Your entitlement to Advertising Revenue will be calculated in accordance with the relevant earning model and fee structure, as displayed on the Centrebet Affiliates website.

• Charge-backs: Charge-back means the successful dispute of a purchase transaction by a Customer, bank, or processing institution resulting in the reversal of the purchase by such Customer The entire charged back amount would be deducted from your payment or the reserved funds. Charge back fees will be paid to CC companies and will be administered by Centrebet. 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.
• Exceptions to the Rule of Deposits and Play and Revenue Generation by the Centrebet Affiliate, Affiliate Relative(s), Affiliate Friend(s). Centrebet Affiliates reserves the right not to pay an affiliate partner for any activity on their account that was generated by: The Affiliate; Relatives of the Affiliate (IE Wife; Son; Daughter; In Laws: Aunt, Uncle); Friends in the case where geographic and demographic repetitive occurrences relative to the Affiliate that would allow the visible understanding and to ascertain a basis of collusion to constitute fraudulent activity to network, perpetrate, and to create “false” deposits to make them appear as “real” deposits in the Affiliate Program to receive the monetary gain or affiliate revenue as a form of recouping losses from the commissions paid via the Centrebet Affiliate Program

High Roller Policy:

Note: This policy applies to all affiliates and is effective from: 1st December 2009. This policy will govern commissionable earnings for all depositing players who generate continuous negative earnings after the effective date.

Definition:

High Roller Classification:

A High Roller is defined as a Real Money player who has won more than: $1000.00 on Sports book / Racing products (wagering) in a single month on any game type.

Example: A 'high roller' player has won $50,000. Net revenue in the affiliate reports will reflect - $50 000. The player is classified as a High Roller - because the amount won is greater than the specified amount as shown above ($1000).

High Roller Negative Carryover: is defined as the amount of monies the high roller (defined above) must lose at the property in order for the operator to 'break even'.

Example: A 'high roller' player has won $50,000 in month 1. The 'High Roller Negative Carryover' is also -$50,000. Break even occurs – when the player looses $50,000 – to compensate for the $50,000 that was originally won

High Roller Break-even:
The High Roller Net Break-even point is the point at which the High Roller's WINS = the High Roller's LOSSES.

Example: A 'high roller' player has won $50,000. When this player has won $50,000 and subsequently lost $50,000 (s)he has met the 'High Roller Break-Even' point. This could take several months and will be calculated on a cumulative basis for the lifetime of the player activity on sports and racing wagering on Centrebet.

High Roller Policy Terms

• A 'high roller', as defined above in High Roller Classification, will be marked as HIGH ROLLER in your existing affiliate account
• You can use the Account Report in the system to directly monitor your High Roller Player Activities and the High Roller Adjustments that are made to your account daily in order to track a High Roller players net break even point.
• The 'high roller' and the associated negative carryover will only be applied to the same high roller and not towards any other player in the affiliate's account (high roller or otherwise).
• High Rollers are marked immediately upon reaching the High Roller Classification threshold and will be adjusted on a daily basis based on the cumulative revenue for the month running - to ensure that affiliates do not lose income against revenue generated from non-high roller players in the same month.
• Break even points are monitored daily to ensure that all revenue in the month is payable in the same month (even though our current reporting runs 48 hours behind)

Example: If a player breaks even on the 29^th and goes on to generate positive revenue on the 30^th / 31^st — you will receive the commission associated for that player’s remaining positive balance - in the same month.

Term and Termination:

• The term 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 of this contract is at will, and for any reason stated in our Terms and Conditions by either party. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.
• We may terminate this agreement if we determine in our sole discretion that your site is unsuitable.
• Unsuitable sites include those that: do not represent the Centrebet brand in accordance to our terms and conditions enclosed, or encourage players to take advantage of the betting system or, of acquisition bonuses to defraud the system or, sites 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 any illegal activities, violate intellectual property rights.
• Commercial Use: 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 payable to you. If you wish to make test transactions to evaluate the system, including Deposits, please contact: affiliatesupport@centrebet.com so we can refund the charges once you have completed your testing. Transactions made in violation of this provision will be deemed as Fraud Traffic and we will deduct such Deposits or traffic from your Advertising Revenue.

Indemnity

• You shall defend, indemnify, and hold Centrebet Affiliates (and other Centrebet companies and sites, 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:
  • Any breach by you of any warranty, representation, or agreement contained in this Agreement.
  • The performance of your duties and obligations under this Agreement
  • 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 Affiliation Program.

Disclaimers:

• We make no express or implied warranties or representations with respect to the Centrebet Affiliate Program, Centrebet websites 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.

Relationship of Parties:

• You and we are 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 Centrebet’s behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this paragraph.

Sub affiliates (2nd tier):

• Sub Affiliates are totally obligated to these terms and conditions, and you will be held fully responsible for their activities. We will make payments to you and your sub affiliates separately. We will not be held responsible for any dispute between you and your sub affiliates.

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.

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 websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in this affiliate program and are not relying on representation, guarantee, or statement other than as set forth in this agreement.

Miscellaneous

• Affiliate Collusion and Fraud - The term 'Fraud' in reference to affiliate collusion is an attempt by an affiliate or group of affiliates to create fraudulent income with a coordinated effort.
  Collusion shall include, but is not limited to:
  • coordinated bonus abuse in the attempt to collect affiliate income
  • coordinated betting where such bets are made as an offset to collect commissions
  • continual chargeback’s by real money players for reasons of collecting commissions
  • offering affiliates and/or players financial incentives for the purpose of gaining a rebate from your affiliate commissions
  • duplicate affiliate and/or player accounts for the purpose of collusion
  • any other act which, Centrebet has determined through detailed analysis, is being used to collect fraudulent commissions
• Rake Back schemes: Affiliates offering any so-called rake-back schemes or similar promotions that offer or allow a proportion of the players rake to be returned to the player in any form will be banned from sending traffic to Centrebet — unless otherwise authorised in writing by the affiliate manager. Centrebet will have the right to deduct money from the affiliate for traffic deemed to have been referred through "fraudulent means" and the affiliate’s account will be frozen
• Bonus Code Abuse: Bonus code abuse is strictly monitored any affiliate using an unauthorised bonus code or promotional landing page that was not provided to them expressly to use either directly in person or via the public affiliate creative library will be dismissed from the affiliate programme with immediate effect and all commissions from traffic sent using this bonus code or promotional landing page will be withheld.
• Governing Law: The laws of the Northern Territory of Australia govern this Agreement. Any action relating to this Agreement must be brought in the Northern Territory of Australia and you irrevocably consent to the jurisdiction of its courts.
• 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.
• 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.
• 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.