Noble Poker Refer-A-Friend Scheme Terms and Conditions
The Noble Poker Refer-A-Friend Scheme is a new scheme that is on trial from 16 August 2010 until July 31st 2011 (Trial Period). Should the scheme prove to be successful, we may extend the term of this agreement and you may continue to be rewarded for your participation.
We reserve the right to terminate the Noble Poker Refer-A-Friend Scheme at the end of the Trial Period or at any time in accordance with the Termination provisions herein. Upon termination of the scheme, you will cease to receive Refer-A-Friend Commission (as that term is hereinafter defined).
These Noble Poker Refer-A-Friend Terms and Conditions and any other guidelines or additional terms we provide to you via email or our Site (including, but not limited to, the Noble Poker Refer-A-Friend Payment Plan Terms and Conditions) (together the "Agreement") contain the complete terms and conditions that apply to your participation in the Noble Poker Refer-A-Friend Scheme. In the event there is a conflict between this Agreement and any other additional terms this Agreement shall take precedence unless such additional terms expressly reference variation to this Agreement.
You are entitled to receive Refer-A-Friend Commission in accordance with the Payment Plan that is allocated to you during the term of this Agreement or whilst the applicable Refer-A-Friend Commission stream is operational.
Where used in this Agreement, references to:
(i) "you", "your" and/or "Referring Friend" means you.
(ii) "we", "our", "us" means iGlobalMedia Entertainment Limited, a company registered in Gibraltar and whose registered office is 711 Europort, Gibraltar.
1. GENERAL
1.1 This Agreement shall govern our relationship with you in relation to the Noble Poker Refer-A-Friend Scheme.
1.2 When you indicate your acceptance of these terms and conditions, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT (as amended or modified from time to time in accordance with Section 1.3 below).
1.3 We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Site. Except in the case of modifications relating to fraud prevention or where there is a mistake in the Agreement, which shall be effective on the date of posting or the sending of such notice (whichever is the earlier), all modifications to the Agreement will only take effect 14 days after the date of posting or sending of any such notice (whichever is the earlier). It is your responsibility to visit the Site frequently to make sure you are up to date with the latest version of the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE NOBLE POKER REFER-A-FRIEND SCHEME FOLLOWING SUCH 14 DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.
1.4 Not withstanding Section 1.3 above, from time to time we may contact you with information regarding specific promotions, unless you notify us otherwise, you will be deemed to have agreed to take part in such promotion and the terms of such promotion shall be incorporated into the Payment Plan and thess Noble Poker Refer-A-Friend Terms and Conditions for the duration of such promotion.
1.5 You acknowledge and agree that regulations 9(1) and 9(2) (Information to be provided by electronic means) and 11(1) (placing of the order) of the Electronic Commerce Directive 00/31/EC shall not apply to or have any effect on this Agreement.
2. DEFINITIONS AND INTERPRETATION
In this Agreement, references to the following words shall have the meanings set out below:
2.1 "Brand" means the "Noble Poker" brand used in association with online poker and other online games of skill and/or chance together with any other brands operated by us from time to time.
2.2 "Fraud Traffic" means deposits, revenues or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating Refer-A-Friend Commission, and unauthorised use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights (that, for the avoidance of doubt, include our Intellectual Property Rights) and any activity that constitutes Fraud Traffic under 3.7 or 3.9 below.
2.3 "Group" means our ultimate holding company and any subsidiary companies of our holding company.
2.4 "Intellectual Property Rights" means rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software), moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration), know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.
2.5 "Marketing Materials" means any marketing materials (that may include Our Marks - see 2.8 below) that have been provided or otherwise made available to you by us and/or pre-approved by us.
2.6"Minimum Required Deposit" means the minimum amount required to open a Player Account as indicated on the Site from time to time.
2.7 'Monthly Gross Revenue' (or 'MGR') means the NOBLE POKER REFER-A-FRIEND PAYMENT PLAN "), referred to in 2.9 below.
2.8 "Our Marks" means the words "NOBLEPOKER" and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks or any other name or mark owned from time to time by us or any company within the Group.
2.9 "Payment Plan" means the payment plan you have accepted under which we pay you either:
2.10 "Player(s)" means any person using any products or services on our Sites whether referred by you or not;
2.11 "Player Account" has the meaning set out in the Terms & Conditions and is the account into which you receive payment from us.
2.12 "Real Money Player(s)" means any person you may refer (or if applicable, who your Referred Friends may refer) who: (i) has not been a Player with us before; (ii) is not located in a Restricted Territory; (iii) who has made the Minimum Required Deposit; (iv) is accepted as a player under any applicable sign up or identity verification procedure which we may require; and (v) has adequately fulfilled any other qualification criteria that we may introduce from time to time. Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the above-mentioned qualifying criteria at any time by virtue of placing notice on the Site.
2.13 "Refer-A-Friend Commission is the amount of commission due and payable to you, as calculated by Noble Poker and based solely on our systems data and in accordance with the terms of this Agreement (including but not limited to the Noble Poker Refer-A-Friend Payment Plan Terms and Conditions ) in respect of Referred Friends.
2.14 "Restricted Territories" means the following countries:
Notwithstanding Clause 1.3, this list may be updated at any time by virtue of placing a notice on the Site.
2.15 "Services" means any product or service offered to Players on our Sites.
2.16 "Site" means the website www.noblepoker.com and each of its related pages through which a Player opens a Player Account and/or accesses our Services.
2.17 "Spam" means any email or other electronic communication you send that markets, promotes or that otherwise refers to us, the Site or our Services from time to time, or that contains any Marketing Materials or Our Marks and that breaches our Electronic Marketing Rules.
2.18 " Referred Friend" means a person that you have referred to (and that has successfully joined) our Noble Poker Refer-A-Friend Scheme (Tier 1 Friend); any person that the Tier 1 Friend has referred to (and that has successfully joined) our Noble Poker Refer-A-Friend Scheme (Tier 2 Friend); any person that the Tier 2 Friend has referred to (and that has successfully joined) our Noble Poker Refer-A-Friend Scheme (Tier 3 Friend) , in accordance with the terms of this Agreement.
2.19 "Term" means the period from the date that you acknowledge and accept the terms of this Agreement by indicating such acceptance on the Referring Friend Sign-up Form, until such time as this Agreement expires or is terminated in accordance with its terms.
2.20 In this Agreement (except where the context otherwise requires):
2.21 This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.
3. TERMS & CONDITIONS
3.1 Identity and Disclosure. You shall provide true and complete information to us when participating in the Noble Poker Refer-A-Friend Scheme and promptly update any of your personal information if all or any part of it changes. You shall also provide us with information as we may reasonably request from time to time.
3.2 Marketing Activities and Responsibilities. You shall market to and refer friends who are potential Real Money Players to the Site. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not yourself, nor shall you authorize, assist or encourage any third party to:
3.2.1 Place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is potentially libellous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or that is, in our sole discretion otherwise unsuitable.
3.2.2 Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing of us and/ or the Site to any persons who are less than 18 years of age (or such higher age as may apply in the jurisdiction that you are targeting), regardless of the age of majority in the location where you are marketing.
3.2.3 Breach the Electronic Marketing Rules.
3.2.4 Use Marketing Materials in a manner that may potentially confuse a Player or potential Player.
3.2.5 Place Marketing Materials on any online site or other medium where the content and/or material on such online site or medium:
3.2.6 Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any other person.
3.2.7 In any way alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof.
3.2.8 Register as a Player on behalf of any third party, or authorize or assist (save by promoting the Site and Services in accordance with this Agreement) any other person to register as a Player.
3.2.9 Offer any so-called rake-back schemes or similar that offer or allow a proportion of the players rake to be returned to the player in any form.
3.2.10 Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the site or service on which any functions or transactions are occurring.
3.2.11 Post, serve or publish any advertisements, communications or promotional content promoting the Site, our Services or Our Marks around or in conjunction with the display of the Site and/or any part or page thereof (for example and without limitation through any "framing" technique or technology or pop-up windows or pop-under windows or interstitials);
3.2.12 Cause any of the Sites (or any parts or pages thereof) to open in a visitors browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on banners or text links contained in or as part of any Marketing Materials;
3.2.13 Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in our Noble Poker Refer-A-Friend Scheme;
3.2.14 Use any means to promote any of the Sites that resemble in any way the look and/or feel of any of the Sites whether in whole or in part, nor utilise any such means or site to create the impression that such sites are the Sites (or any part of the Sites);
3.2.15 Violate the terms of use and any applicable policies of any search engines or the customer feedback facilities of e-tailers; or
3.2.16 Attempt to communicate to Players whether directly or indirectly on our Sites to solicit them to move to any online site not owned by us or for other purposes without our prior approval including but not limited to via email, chat boards, or spamming our tables.
If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Refer-A-Friend Commission and/or terminate this Agreement immediately on notice.
3.2.17 Attempt to market or promote our Services (or any specified part thereof) or Sites (or specific Site) within territories which are Restricted Territories; to attempt to circumvent any restriction which we have put in place to prevent players from restricted territories from signing up as Real Money Players; or attempt to disguise to geographical location of a Player.
If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Refer-A-Friend Commission and/or terminate this Agreement immediately on notice.
3.3 Approved Marketing Materials. In providing the marketing activities referred to in Section 3.2, you shall only use the Marketing Materials. You shall not modify the Marketing Materials or Our Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Site or otherwise from time to time and any applicable laws. We may charge you for the cost of any CDs and other customised promotional materials provided to you at your request and such costs may be deducted from your Refer-A-Friend Commission. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.
3.4 Competitive Marketing. You shall not market the Site and/or us or our Services or Our Marks in any way whatsoever, unless such activities are approved in writing by us (i) on any website on which we promote any of the Sites; and (ii) on or through any Internet search engine on or through which we promote any of the Sites and (iii) in any other manner that results in you competing with us in relation to the promotion of any of the Sites or (iv) otherwise where we request that you cease the same.
3.5 Non Assignment. Without prejudice to Section 8.6, you acknowledge and agree that you may not assign or sub-license (as appropriate) this Agreement nor any Refer-A-Friend Commission to any third party without our prior written consent.
3.6 Referred Friends. You may refer other persons to us so that they may also apply to join our Noble Poker Refer-A-Friend Scheme. If any such person successfully joins our Noble Poker Refer-A-Friend Scheme, we will pay you in respect of the activities of such Referred Friend in accordance with the Payment Plan. You shall not:
3.7 Commercial Use Only. This marketing opportunity is for commercial use only. You shall not register as a Player or make deposits to any Player Account (directly or indirectly) for your own personal use and/or the use of your relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the Refer-A-Friend Commission payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.
3.8 Player Information. We reserve the right to refuse service to any potential Player and to close the Player Account of any Player, at any time, in our sole discretion. All data relating to the Players shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions.
3.9 Trademarks and Domain Names. You acknowledge that AffClub Limited and/or its Referring Friends within the Group and licensees, own all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Site and Our Marks. Any use of any trade mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, YOU MAY NOT REGISTER A DOMAIN NAME THAT INCLUDES OUR MARKS OR MARKS CONFUSINGLY SIMILAR TO OUR MARKS. You agree that all use by you of Our Marks including any use of a domain name that includes Our Marks or marks confusingly similar to our Marks inures to our sole benefit and that you will not obtain any rights in Our Marks as a result of such use. You shall not register or attempt to register any trade marks or names that contain, are confusingly similar to or are comprised of Our Marks. You hereby agree to transfer any domain names or trade mark application or registrations in respect of Our Marks or marks confusingly similar to Our Marks you may hold or control to us upon demand. You further agree not to attack or challenge our ownership of and title to Our Marks in any way.
3.10 No Group Employees. If you are an officer, director, employee, consultant or agent of the Group or one of its subsidiary parent or associated companies, or suppliers or vendors, you are not permitted to participate in the Noble Poker Refer-A-Friend Scheme or to use directly or indirectly any of the Sites, other than in the course of your employment as a Group employee. Similarly, relatives of Group employees are not permitted to participate in the Noble Poker Refer-A-Friend Scheme or to use directly or indirectly any of the Sites. For these purposes, the term relative shall include (but not be limited to) any of a spouse, partner, parent, child or sibling.
4. REPORTS & PAYMENTS
4.1 Reports. We will track and report Player activity for purposes of calculating your Refer-A-Friend Commission based on your Payment Plan. The form, content and frequency of the reports may vary from time to time in our sole discretion. We hereby exclude any and all liability for the accuracy or completeness of any such reports.
4.2 Refer-A-Friend Commission. Refer-A-Friend Commission will be paid to you on a calendar month basis in accordance with your Payment Plan.
4.3 Holdover for Fraud Traffic. In the event that, in our sole discretion, we suspect any Fraud Traffic, then we may delay payment of the Refer-A-Friend Commission to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. We are not obligated to pay Refer-A-Friend Commission in respect of Real Money Players who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Refer-A-Friend Commission in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Refer-A-Friend Commission in respect of Fraud Traffic (as appropriate).
4.5 Method of Payment. All payments to you will be due and payable in United States Dollars or such other currency as we will determine in accordance with the Payment Plan.
4.6 Disputes. If you disagree with the monthly reports or amount of Refer-A-Friend Commission payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received within thirty (30) days of our making available your monthly report or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Refer-A-Friend Commission due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Refer-A-Friend Commission, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.
4.7 Money Laundering. You shall comply with all applicable laws and any policy notified by us through our Site or otherwise in relation to money laundering and/or the proceeds of crime.
4.8 Taxation. All taxes due in connection with any payments to you are your sole liability. You are responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of your income from this agreement and for collecting and paying the income tax and social security contributions in respect of your staff, if you have any staff. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable, you are responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the services are provided and you acknowledge that the payments that you receive shall be deemed to include all VAT or sales tax or turnover tax.
5. TERM AND TERMINATION
5.1 Term and Termination. This Agreement will take effect when you indicate your acceptance of these terms and conditions and continue until terminated in accordance with the terms of this Agreement.
5.2 Termination By You. You may terminate this Agreement, with or without cause, immediately upon written notice to us that you may send by email marked "Termination Refer-A-Friend" to accountmanager@noblepoker.com. For the avoidance of doubt, termination of the Agreement will end your participation in the Noble Poker Refer-A-Friend Scheme as a whole.
5.3 Termination By Us. We may terminate this Agreement or without terminating this Agreement as a whole, any specific Referred Friends, without cause at any time, upon written notice to you that we may send by email to such email address you have provided to us or by fax to such fax number you may have provided to us. For the avoidance of doubt, on termination of this Agreement you will no longer receive any Refer-A-Friend Commission. If we terminate a specific Referred friend, you will no longer receive any Refer-A-Friend Commission in respect of that Referred Friend; however, your remaining referrals will not be affected.
5.4 Suspension By Us. In any circumstance where we are entitled to terminate this Agreement or terminate any specific Referred Friend, we may at our sole discretion and without prejudice to our further rights and remedies, suspend the Agreement or any specific Referred Friend. During the period of any suspension, we may withhold the payment of any Refer-A-Friend Commission that relate to any affected Referred Friends. Payment of any withheld Refer-A-Friend Commission will be made to you on the lifting of the suspension.
5.5 Effect of Termination. The following will apply where we terminate:
6. LIABILITIES
6.1 No Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE NOBLE POKER REFER-A-FRIEND SCHEME, OUR SITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITES, THE SITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
6.2 Billing and Collection Limitations. We may, in our sole discretion, use any available means to block, restrict, remove or discount from your Referred Friends certain Real Money Players, deposits or play patterns or reject the applications of potential Real Money Players and/or Referring Friends so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
6.3 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Site or Services other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable to you in relation to the Site(s) that the dispute relates to over the previous 12 months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either partys liability for death or personal injury arising as a result of that partys negligence or for fraud.
6.4 Indemnification. You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of this Agreement.
6.5 Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of this Agreement.
7. INDEPENDENT INVESTIGATION
7.1 Independent Investigation. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE SITE OR SERVICES.
7.2 Independent Research. YOU UNDERSTAND THAT GAMBLING LAWS MAY VARY FROM CITY TO CITY, STATE TO STATE AND COUNTRY TO COUNTRY. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS THAT APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR NOBLE POKER REFER-A-FRIEND SCHEME WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.
8. MISCELLANEOUS
8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Referring Friend Sign-up Form (or as subsequently updated by you to us in the event of change), and to us; if unsatisfied with the response, then to claims. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.
8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
8.3 Non-Exclusive. You understand that we may at any time (directly or indirectly), enter into marketing terms with other Referring Friends on the same or different terms as those provided to you in this Agreement and that such Referring Friends may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from any of the Sites to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.
8.4 Confidentiality and Non Disclosure. As an Referring Friend, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).
8.5 Press. You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Noble Poker Refer-A-Friend Scheme without our prior written consent, except as required by law or by any legal or regulatory authority.
8.6 Assignment. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
8.7 Governing Law. This Agreement (including any variation or modification thereto) shall be deemed executed in Gibraltar and shall be governed by and construed in accordance with the laws of Gibraltar without giving effect to conflicts of law principles. You irrevocably agree that, subject as provided below, the courts of Gibraltar shall have exclusive jurisdiction to determine any claim, dispute or matter arising out of, or in connection with, or concerning this Agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. Nothing in this clause shall limit the right of us to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
8.8 Severability. Whenever possible, each provision of this Agreement will 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 other provision hereof.
8.9 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter save in respect of modification to this Agreement provided by us to you in accordance with Section 1.3 above. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this clause, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.
8.10 Default Interest. Subject to Section 6.5, if we fail to pay you by the due date any amount payable by us under this Agreement, you shall be entitled but not obliged to charge us interest on the overdue amount, from the due date up to the date of actual payment, at the rate of 2 per cent per annum above the base rate for the time being of Barclays Bank Plc in Gibraltar.
8.11 Third-Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from under that local law or statute.
8.12 No Waiver By Us. If there is a breach of any provision of this Agreement, it shall not be considered as a waiver of any subsequent breach of the same or any other provision.
IGlobalMedia Entertainment Limited
Created 15 August 2010
Terms and Conditions
2010 iGlobalMedia Entertainment Limited. All rights reserved.
We reserve the right to terminate the Noble Poker Refer-A-Friend Scheme at the end of the Trial Period or at any time in accordance with the Termination provisions herein. Upon termination of the scheme, you will cease to receive Refer-A-Friend Commission (as that term is hereinafter defined).
These Noble Poker Refer-A-Friend Terms and Conditions and any other guidelines or additional terms we provide to you via email or our Site (including, but not limited to, the Noble Poker Refer-A-Friend Payment Plan Terms and Conditions) (together the "Agreement") contain the complete terms and conditions that apply to your participation in the Noble Poker Refer-A-Friend Scheme. In the event there is a conflict between this Agreement and any other additional terms this Agreement shall take precedence unless such additional terms expressly reference variation to this Agreement.
You are entitled to receive Refer-A-Friend Commission in accordance with the Payment Plan that is allocated to you during the term of this Agreement or whilst the applicable Refer-A-Friend Commission stream is operational.
Where used in this Agreement, references to:
(i) "you", "your" and/or "Referring Friend" means you.
(ii) "we", "our", "us" means iGlobalMedia Entertainment Limited, a company registered in Gibraltar and whose registered office is 711 Europort, Gibraltar.
1. GENERAL
1.1 This Agreement shall govern our relationship with you in relation to the Noble Poker Refer-A-Friend Scheme.
1.2 When you indicate your acceptance of these terms and conditions, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT (as amended or modified from time to time in accordance with Section 1.3 below).
1.3 We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Site. Except in the case of modifications relating to fraud prevention or where there is a mistake in the Agreement, which shall be effective on the date of posting or the sending of such notice (whichever is the earlier), all modifications to the Agreement will only take effect 14 days after the date of posting or sending of any such notice (whichever is the earlier). It is your responsibility to visit the Site frequently to make sure you are up to date with the latest version of the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE NOBLE POKER REFER-A-FRIEND SCHEME FOLLOWING SUCH 14 DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.
1.4 Not withstanding Section 1.3 above, from time to time we may contact you with information regarding specific promotions, unless you notify us otherwise, you will be deemed to have agreed to take part in such promotion and the terms of such promotion shall be incorporated into the Payment Plan and thess Noble Poker Refer-A-Friend Terms and Conditions for the duration of such promotion.
1.5 You acknowledge and agree that regulations 9(1) and 9(2) (Information to be provided by electronic means) and 11(1) (placing of the order) of the Electronic Commerce Directive 00/31/EC shall not apply to or have any effect on this Agreement.
2. DEFINITIONS AND INTERPRETATION
In this Agreement, references to the following words shall have the meanings set out below:
2.1 "Brand" means the "Noble Poker" brand used in association with online poker and other online games of skill and/or chance together with any other brands operated by us from time to time.
2.2 "Fraud Traffic" means deposits, revenues or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating Refer-A-Friend Commission, and unauthorised use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights (that, for the avoidance of doubt, include our Intellectual Property Rights) and any activity that constitutes Fraud Traffic under 3.7 or 3.9 below.
2.3 "Group" means our ultimate holding company and any subsidiary companies of our holding company.
2.4 "Intellectual Property Rights" means rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software), moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration), know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.
2.5 "Marketing Materials" means any marketing materials (that may include Our Marks - see 2.8 below) that have been provided or otherwise made available to you by us and/or pre-approved by us.
2.6"Minimum Required Deposit" means the minimum amount required to open a Player Account as indicated on the Site from time to time.
2.7 'Monthly Gross Revenue' (or 'MGR') means the NOBLE POKER REFER-A-FRIEND PAYMENT PLAN "), referred to in 2.9 below.
2.8 "Our Marks" means the words "NOBLEPOKER" and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks or any other name or mark owned from time to time by us or any company within the Group.
2.9 "Payment Plan" means the payment plan you have accepted under which we pay you either:
- a share of certain revenues generated by Real Money Players as outlined in the specific Payment Plan ("NOBLE POKER REFER-A-FRIEND PAYMENT PLAN"), or
- any other plan notified or agreed by us in writing from time to time.
2.10 "Player(s)" means any person using any products or services on our Sites whether referred by you or not;
2.11 "Player Account" has the meaning set out in the Terms & Conditions and is the account into which you receive payment from us.
2.12 "Real Money Player(s)" means any person you may refer (or if applicable, who your Referred Friends may refer) who: (i) has not been a Player with us before; (ii) is not located in a Restricted Territory; (iii) who has made the Minimum Required Deposit; (iv) is accepted as a player under any applicable sign up or identity verification procedure which we may require; and (v) has adequately fulfilled any other qualification criteria that we may introduce from time to time. Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the above-mentioned qualifying criteria at any time by virtue of placing notice on the Site.
2.13 "Refer-A-Friend Commission is the amount of commission due and payable to you, as calculated by Noble Poker and based solely on our systems data and in accordance with the terms of this Agreement (including but not limited to the Noble Poker Refer-A-Friend Payment Plan Terms and Conditions ) in respect of Referred Friends.
2.14 "Restricted Territories" means the following countries:
Notwithstanding Clause 1.3, this list may be updated at any time by virtue of placing a notice on the Site.
2.15 "Services" means any product or service offered to Players on our Sites.
2.16 "Site" means the website www.noblepoker.com and each of its related pages through which a Player opens a Player Account and/or accesses our Services.
2.17 "Spam" means any email or other electronic communication you send that markets, promotes or that otherwise refers to us, the Site or our Services from time to time, or that contains any Marketing Materials or Our Marks and that breaches our Electronic Marketing Rules.
2.18 " Referred Friend" means a person that you have referred to (and that has successfully joined) our Noble Poker Refer-A-Friend Scheme (Tier 1 Friend); any person that the Tier 1 Friend has referred to (and that has successfully joined) our Noble Poker Refer-A-Friend Scheme (Tier 2 Friend); any person that the Tier 2 Friend has referred to (and that has successfully joined) our Noble Poker Refer-A-Friend Scheme (Tier 3 Friend) , in accordance with the terms of this Agreement.
2.19 "Term" means the period from the date that you acknowledge and accept the terms of this Agreement by indicating such acceptance on the Referring Friend Sign-up Form, until such time as this Agreement expires or is terminated in accordance with its terms.
2.20 In this Agreement (except where the context otherwise requires):
- The clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
- Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
- Any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
- Any reference to a statute, statutory provision, ordinance, subordinate legislation, code or guideline ("legislation") is a reference to that legislation and all other subordinate legislation made under the relevant legislation as amended and in force from time to time and to any legislation that re-enacts or consolidates (with or without modification) any such legislation.
2.21 This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.
3. TERMS & CONDITIONS
3.1 Identity and Disclosure. You shall provide true and complete information to us when participating in the Noble Poker Refer-A-Friend Scheme and promptly update any of your personal information if all or any part of it changes. You shall also provide us with information as we may reasonably request from time to time.
3.2 Marketing Activities and Responsibilities. You shall market to and refer friends who are potential Real Money Players to the Site. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not yourself, nor shall you authorize, assist or encourage any third party to:
3.2.1 Place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is potentially libellous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or that is, in our sole discretion otherwise unsuitable.
3.2.2 Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing of us and/ or the Site to any persons who are less than 18 years of age (or such higher age as may apply in the jurisdiction that you are targeting), regardless of the age of majority in the location where you are marketing.
3.2.3 Breach the Electronic Marketing Rules.
3.2.4 Use Marketing Materials in a manner that may potentially confuse a Player or potential Player.
3.2.5 Place Marketing Materials on any online site or other medium where the content and/or material on such online site or medium:
- Infringes any third partys Intellectual Property Rights
- Copies or resembles the Site in whole or in part
- Disparages us or otherwise damages our goodwill or reputation in any way
- Frames any page of the Site in whole or in part
3.2.6 Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any other person.
3.2.7 In any way alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof.
3.2.8 Register as a Player on behalf of any third party, or authorize or assist (save by promoting the Site and Services in accordance with this Agreement) any other person to register as a Player.
3.2.9 Offer any so-called rake-back schemes or similar that offer or allow a proportion of the players rake to be returned to the player in any form.
3.2.10 Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the site or service on which any functions or transactions are occurring.
3.2.11 Post, serve or publish any advertisements, communications or promotional content promoting the Site, our Services or Our Marks around or in conjunction with the display of the Site and/or any part or page thereof (for example and without limitation through any "framing" technique or technology or pop-up windows or pop-under windows or interstitials);
3.2.12 Cause any of the Sites (or any parts or pages thereof) to open in a visitors browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on banners or text links contained in or as part of any Marketing Materials;
3.2.13 Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in our Noble Poker Refer-A-Friend Scheme;
3.2.14 Use any means to promote any of the Sites that resemble in any way the look and/or feel of any of the Sites whether in whole or in part, nor utilise any such means or site to create the impression that such sites are the Sites (or any part of the Sites);
3.2.15 Violate the terms of use and any applicable policies of any search engines or the customer feedback facilities of e-tailers; or
3.2.16 Attempt to communicate to Players whether directly or indirectly on our Sites to solicit them to move to any online site not owned by us or for other purposes without our prior approval including but not limited to via email, chat boards, or spamming our tables.
If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Refer-A-Friend Commission and/or terminate this Agreement immediately on notice.
3.2.17 Attempt to market or promote our Services (or any specified part thereof) or Sites (or specific Site) within territories which are Restricted Territories; to attempt to circumvent any restriction which we have put in place to prevent players from restricted territories from signing up as Real Money Players; or attempt to disguise to geographical location of a Player.
If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Refer-A-Friend Commission and/or terminate this Agreement immediately on notice.
3.3 Approved Marketing Materials. In providing the marketing activities referred to in Section 3.2, you shall only use the Marketing Materials. You shall not modify the Marketing Materials or Our Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Site or otherwise from time to time and any applicable laws. We may charge you for the cost of any CDs and other customised promotional materials provided to you at your request and such costs may be deducted from your Refer-A-Friend Commission. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.
3.4 Competitive Marketing. You shall not market the Site and/or us or our Services or Our Marks in any way whatsoever, unless such activities are approved in writing by us (i) on any website on which we promote any of the Sites; and (ii) on or through any Internet search engine on or through which we promote any of the Sites and (iii) in any other manner that results in you competing with us in relation to the promotion of any of the Sites or (iv) otherwise where we request that you cease the same.
3.5 Non Assignment. Without prejudice to Section 8.6, you acknowledge and agree that you may not assign or sub-license (as appropriate) this Agreement nor any Refer-A-Friend Commission to any third party without our prior written consent.
3.6 Referred Friends. You may refer other persons to us so that they may also apply to join our Noble Poker Refer-A-Friend Scheme. If any such person successfully joins our Noble Poker Refer-A-Friend Scheme, we will pay you in respect of the activities of such Referred Friend in accordance with the Payment Plan. You shall not:
- Register yourself or any person controlled by you as your own Referred Friend
- Use fictitious or alias names for the registration of Referred Friends
- Offer any type of enticement of money or otherwise of monetary value or otherwise to potential Referred Friends unless such enticements are approved in writing by us, including any so-called "rake-back" schemes where a proportion of the players rake is returned to the player in any form
- Attempt to introduce any addition or variation to our terms in relation to any potential Referred Friend
- Receive Payment on behalf of your Referred Friend(s) and for the avoidance of doubt, the payment and contractual relationship in regard to the Noble Poker Refer-A-Friend Scheme shall remain between the Referred Friend and us.
3.7 Commercial Use Only. This marketing opportunity is for commercial use only. You shall not register as a Player or make deposits to any Player Account (directly or indirectly) for your own personal use and/or the use of your relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the Refer-A-Friend Commission payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.
3.8 Player Information. We reserve the right to refuse service to any potential Player and to close the Player Account of any Player, at any time, in our sole discretion. All data relating to the Players shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions.
3.9 Trademarks and Domain Names. You acknowledge that AffClub Limited and/or its Referring Friends within the Group and licensees, own all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Site and Our Marks. Any use of any trade mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, YOU MAY NOT REGISTER A DOMAIN NAME THAT INCLUDES OUR MARKS OR MARKS CONFUSINGLY SIMILAR TO OUR MARKS. You agree that all use by you of Our Marks including any use of a domain name that includes Our Marks or marks confusingly similar to our Marks inures to our sole benefit and that you will not obtain any rights in Our Marks as a result of such use. You shall not register or attempt to register any trade marks or names that contain, are confusingly similar to or are comprised of Our Marks. You hereby agree to transfer any domain names or trade mark application or registrations in respect of Our Marks or marks confusingly similar to Our Marks you may hold or control to us upon demand. You further agree not to attack or challenge our ownership of and title to Our Marks in any way.
3.10 No Group Employees. If you are an officer, director, employee, consultant or agent of the Group or one of its subsidiary parent or associated companies, or suppliers or vendors, you are not permitted to participate in the Noble Poker Refer-A-Friend Scheme or to use directly or indirectly any of the Sites, other than in the course of your employment as a Group employee. Similarly, relatives of Group employees are not permitted to participate in the Noble Poker Refer-A-Friend Scheme or to use directly or indirectly any of the Sites. For these purposes, the term relative shall include (but not be limited to) any of a spouse, partner, parent, child or sibling.
4. REPORTS & PAYMENTS
4.1 Reports. We will track and report Player activity for purposes of calculating your Refer-A-Friend Commission based on your Payment Plan. The form, content and frequency of the reports may vary from time to time in our sole discretion. We hereby exclude any and all liability for the accuracy or completeness of any such reports.
4.2 Refer-A-Friend Commission. Refer-A-Friend Commission will be paid to you on a calendar month basis in accordance with your Payment Plan.
4.3 Holdover for Fraud Traffic. In the event that, in our sole discretion, we suspect any Fraud Traffic, then we may delay payment of the Refer-A-Friend Commission to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. We are not obligated to pay Refer-A-Friend Commission in respect of Real Money Players who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Refer-A-Friend Commission in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Refer-A-Friend Commission in respect of Fraud Traffic (as appropriate).
4.5 Method of Payment. All payments to you will be due and payable in United States Dollars or such other currency as we will determine in accordance with the Payment Plan.
4.6 Disputes. If you disagree with the monthly reports or amount of Refer-A-Friend Commission payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received within thirty (30) days of our making available your monthly report or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Refer-A-Friend Commission due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Refer-A-Friend Commission, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.
4.7 Money Laundering. You shall comply with all applicable laws and any policy notified by us through our Site or otherwise in relation to money laundering and/or the proceeds of crime.
4.8 Taxation. All taxes due in connection with any payments to you are your sole liability. You are responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of your income from this agreement and for collecting and paying the income tax and social security contributions in respect of your staff, if you have any staff. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable, you are responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the services are provided and you acknowledge that the payments that you receive shall be deemed to include all VAT or sales tax or turnover tax.
5. TERM AND TERMINATION
5.1 Term and Termination. This Agreement will take effect when you indicate your acceptance of these terms and conditions and continue until terminated in accordance with the terms of this Agreement.
5.2 Termination By You. You may terminate this Agreement, with or without cause, immediately upon written notice to us that you may send by email marked "Termination Refer-A-Friend" to accountmanager@noblepoker.com. For the avoidance of doubt, termination of the Agreement will end your participation in the Noble Poker Refer-A-Friend Scheme as a whole.
5.3 Termination By Us. We may terminate this Agreement or without terminating this Agreement as a whole, any specific Referred Friends, without cause at any time, upon written notice to you that we may send by email to such email address you have provided to us or by fax to such fax number you may have provided to us. For the avoidance of doubt, on termination of this Agreement you will no longer receive any Refer-A-Friend Commission. If we terminate a specific Referred friend, you will no longer receive any Refer-A-Friend Commission in respect of that Referred Friend; however, your remaining referrals will not be affected.
5.4 Suspension By Us. In any circumstance where we are entitled to terminate this Agreement or terminate any specific Referred Friend, we may at our sole discretion and without prejudice to our further rights and remedies, suspend the Agreement or any specific Referred Friend. During the period of any suspension, we may withhold the payment of any Refer-A-Friend Commission that relate to any affected Referred Friends. Payment of any withheld Refer-A-Friend Commission will be made to you on the lifting of the suspension.
5.5 Effect of Termination. The following will apply where we terminate:
- You shall stop promoting the Site and all rights and licenses given to you under this Agreement will terminate immediately.
- You shall return all confidential information and cease use of any of Our Marks and the Marketing Materials.
- We may leave open, redirect or deactivate any Referred Friends in our sole discretion without any obligation to pay you for Players who subsequently become Real Money Players.
- Provided that we have paid or do pay to you such sums as are due at the date of termination and that shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums.
- Sections 2, 3.5, 3.8, 4.5, 5.4, 6, 7 and 8 and such other provisions as are necessary for the interpretation or enforcement of this Agreement shall survive any termination or expiry of this Agreement.
6. LIABILITIES
6.1 No Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE NOBLE POKER REFER-A-FRIEND SCHEME, OUR SITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITES, THE SITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
6.2 Billing and Collection Limitations. We may, in our sole discretion, use any available means to block, restrict, remove or discount from your Referred Friends certain Real Money Players, deposits or play patterns or reject the applications of potential Real Money Players and/or Referring Friends so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
6.3 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Site or Services other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable to you in relation to the Site(s) that the dispute relates to over the previous 12 months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either partys liability for death or personal injury arising as a result of that partys negligence or for fraud.
6.4 Indemnification. You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of this Agreement.
6.5 Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of this Agreement.
7. INDEPENDENT INVESTIGATION
7.1 Independent Investigation. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE SITE OR SERVICES.
7.2 Independent Research. YOU UNDERSTAND THAT GAMBLING LAWS MAY VARY FROM CITY TO CITY, STATE TO STATE AND COUNTRY TO COUNTRY. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS THAT APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR NOBLE POKER REFER-A-FRIEND SCHEME WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.
8. MISCELLANEOUS
8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Referring Friend Sign-up Form (or as subsequently updated by you to us in the event of change), and to us; if unsatisfied with the response, then to claims. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.
8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
8.3 Non-Exclusive. You understand that we may at any time (directly or indirectly), enter into marketing terms with other Referring Friends on the same or different terms as those provided to you in this Agreement and that such Referring Friends may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from any of the Sites to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.
8.4 Confidentiality and Non Disclosure. As an Referring Friend, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).
8.5 Press. You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Noble Poker Refer-A-Friend Scheme without our prior written consent, except as required by law or by any legal or regulatory authority.
8.6 Assignment. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
8.7 Governing Law. This Agreement (including any variation or modification thereto) shall be deemed executed in Gibraltar and shall be governed by and construed in accordance with the laws of Gibraltar without giving effect to conflicts of law principles. You irrevocably agree that, subject as provided below, the courts of Gibraltar shall have exclusive jurisdiction to determine any claim, dispute or matter arising out of, or in connection with, or concerning this Agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. Nothing in this clause shall limit the right of us to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
8.8 Severability. Whenever possible, each provision of this Agreement will 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 other provision hereof.
8.9 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter save in respect of modification to this Agreement provided by us to you in accordance with Section 1.3 above. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this clause, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.
8.10 Default Interest. Subject to Section 6.5, if we fail to pay you by the due date any amount payable by us under this Agreement, you shall be entitled but not obliged to charge us interest on the overdue amount, from the due date up to the date of actual payment, at the rate of 2 per cent per annum above the base rate for the time being of Barclays Bank Plc in Gibraltar.
8.11 Third-Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from under that local law or statute.
8.12 No Waiver By Us. If there is a breach of any provision of this Agreement, it shall not be considered as a waiver of any subsequent breach of the same or any other provision.
IGlobalMedia Entertainment Limited
Created 15 August 2010
Terms and Conditions
2010 iGlobalMedia Entertainment Limited. All rights reserved.
