Market Ace updated several terms Terms spidered on April 11th, 2013 04:14 AM SUMMARY: Plenty of changes, the only real worriesome are the changes to commission structure for the Virgin properties. It is very likely you will need to talk to Market-Ace unless you want declining commissions. Spam 5.10.Any form of spam sent (or alleged to have been sent) by or on behalf of an Affiliate may, at Gamesys? sole discretion, result in its account being closed in accordance with clause 12.3 and all funds due being withheld. Gamesys may incur expenses in dealing with complaints and other issues arising from any spam generated mail sent by or on behalf of the Affiliate and these expenses may, at Gamesys? sole discretion, be deducted from the Affiliate?s Commission. Should these expenses not be covered by the Affiliate?s Commission in that month, the Affiliate hereby agrees to indemnify and hold harmless Gamesys and members of the Gamesys Group from and against all losses, damages, costs, expenses, liabilities and claims (including reasonable legal expenses) incurred by or awarded against Gamesys or any members of the Gamesys Group due to or in connection with any breach by the Affiliate of this clause 5.10. 12.3.Gamesys may terminate this Agreement for any reason immediately on written notice to the Affiliate. It is acknowledged, without prejudice to the generality of the foregoing, that Gamesys may elect to terminate this Agreement if Gamesys considers that: (i) a promotion published or operated by the Affiliate is: (i) a) harmful, inappropriate or aimed at undesirable countries; or (ii) b) in any way in material breach of this Agreement; or (ii) if the Affiliate sends or causes to be sent (or is alleged to have sent) any form of spam. Confidential Information 11. CONFIDENTIAL INFORMATION 11.1. Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, the terms and conditions of this Agreement or any confidential information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in the future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters. Any request or direction of any legal or regulatory authority to disclose any such confidential information shall, where reasonably practicable, shall be notified promptly before compliance to the other party who shall be given reasonable opportunity to resist. Neither party shall use any such confidential information except for the performance of this Agreement. 11.2. Notwithstanding clause 11.1, Gamesys shall be entitled to disclose confidential information relating to the Affiliate (which may include contact details and other personal data) to third party complainants (or their professional advisers) if Gamesys believes (in its sole discretion) or a third party alleges that the Affiliate: (i) has infringed the rights of Gamesys or any third party; (ii) is in breach of any applicable law or regulatory requirement; or (iii) has sent or caused to be sent any form of spam. 11.3. Neither party shall make any announcement relating to this Agreement nor its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority. 11.311.4. The Affiliate?s obligations with respect to confidential information shall survive the termination of this Agreement. Term and Termination 12.TERM AND TERMINATION 12.1. This Agreement shall commence on the Commencement Date and remain in effect until terminated in accordance with clauses 12.2, 12.3 or 12.4. 12.2. The Affiliate may terminate this Agreement for any reason upon 7 days? prior written notice. 12.3. Gamesys 12.3.Gamesys may terminate this Agreement for any reason immediately on written notice to the Affiliate. It is acknowledged, without prejudice to the generality of the foregoing, that Gamesys may elect to terminate this Agreement if Gamesys considers that: (i) a promotion published or operated by the Affiliate is: (i) a) harmful, inappropriate or aimed at undesirable countries; or (ii) b) in any way in material breach of this Agreement; or (ii) if the Affiliate sends or causes to be sent (or is alleged to have sent) any form of spam. 12.4. Either party may terminate this Agreement if the other party commits a material breach of any term of this Agreement that is irremediable within 7 days of the day on which such breach first occurred. 12.5. Either party may terminate this Agreement with immediate effect by written notice to the other party if: (i) the other party becomes insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 or any statutory modification or re-enactment thereof or equivalent provision in another jurisdiction; or (ii) any step, action, application, order, proceeding or appointment is taken or made by or in respect of the other party in relation to the whole or any part of its undertaking for a voluntary arrangement or composition or reconstruction of its debts, a distress, execution, composition or arrangement with creditors, or winding-up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy or ceasing or threatening to cease to do business, or an analogous event occurs to the other party in any jurisdiction to which it is subject. 12.6. Upon termination: (i) the Affiliate shall no longer be entitled to access the Website; (ii) the Affiliate must remove and cease to use and/or distribute (in any way) all of the Brand Marks, all Promotional Content and disable all Links; (iii) all rights and licenses given to the Affiliate in this Agreement shall immediately terminate; and (iv) within 5 days of termination of this Agreement, the Affiliate must immediately return to Gamesys or destroy at its request all the property in the Affiliate?s possession or under its control that belongs to Gamesys, the other companies in the Gamesys Group or any of their licensors and/or contain any confidential information (except Confidential InformationInformation). 12.7. If Gamesys terminates this Agreement, it retains the right to withhold Commission otherwise payable to the Affiliate in respect of the month in which such termination occurs. 12.8. The Affiliate will not be entitled to Commission with respect to Players registered before, on or after the date of termination of this Agreement. 12.9. If Gamesys continues to permit Players who have clicked on Links to register with the relevant Brand Website after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination. 12.10. The 12.10.The following clauses of this Agreement shall survive termination of this Agreement: 7, 8, 9, 1010.2, 10.4, 10.5, 11, 12.6, 12.7, 12.8, 12.9, 12.10 and 13, and any other clauses, the survival of which is necessary for the interpretation or enforcement of this Agreement Terms Update Date 13.13. This Agreement was last updated on 29 January 11 April 2013 and supersedes any previous Agreementagreement. The updates made on such date are highlighted in this version and will remain highlighted for at least 30 days following such date. Brands and Commissions SCHEDULE 1 BRAND WEBSITES www.botemania.es www.caesarsbingo.com www.caesarscasino.com www.fabulousbingo.co.uk www.heartbingo.co.uk www.jackpotjoy.com www.jackpotjoy.se www.sunbingo.co.uk www.virgingames.com SCHEDULE 2 AFFILIATE REVENUE SHARE Brand Website Affiliate CPA or Revenue Share (Cost per Acquisition or % of Net Gaming Revenue) www.botemania.es 30? CPA www.caesarsbingo.com 35 www.caesarscasino.com 35 www.fabulousbingo.co.uk 35 www.heartbingo.co.uk 35 www.jackpotjoy.com 30 www.jackpotoy.se 30 www.sunbingo.co.uk 35 www.virgingames.com As detailed below Affiliate Revenue Share relating to www.virgingames.com Hosting Tier Affiliates that use codes provided by or on behalf of Gamesys relating to the Promotional Content displayed on such Affiliates? websites shall receive the Affiliate Revenue Share set out below: First Time Depositor Tier Revenue Share ( % of Net Gaming Revenue) 101+ 40% 21-100 35% 1-20 30% 0 20% Non Hosting Tier Affiliates that use codes other than the codes provided by or on behalf of Gamesys relating to the Promotional Content displayed on such Affiliates? websites shall receive the Affiliate Revenue Share set out below: First Time Depositor Tier Revenue Share ( % of Net Gaming Revenue) 200+ 40% 51-200 35% 21-50 30% 1-20 20% 0 15% SUMMARY: Please read all terms for Market-Ace - especially if you are a former Virgin affiliate.