Terms & Conditions
Before agreeing to participate in the CIE affiliate program, this affiliate marketing agreement (this "agreement") should be read carefully by the individual or other legal entity that may execute it (from here on 'You' or "Affiliate"). It sets forth the terms and conditions that permit you to become an affiliate of Caesars Interactive Entertainment, INC. (from here on 'CIE') and to market and promote the CIE site. If you do not accept the terms and conditions of this agreement, please do not register for or participate in the CIE Affiliate program. By clicking the "i agree" button below, you execute and consent to the terms and conditions set forth in this agreement as may be updated or modified from time to time in accordance with the provisions below, and the agreement constitutes a legally binding agreement between Affiliate and CIE.
1. Definitions. The following capitalized terms have the meanings set forth below:
1.1. 'Action Player Points' means the points earned by a WSOP player which determine a player's VIP level but which have no value as further detailed in the player loyalty program found on the CIE Website.
1.2. 'Online Tier Credits' means the points earned by a CaesarsCasino.com / HarrahsCasino.com player which determine a player's VIP level but which have no value as further detailed in the player loyalty program found on the CIE Website.
1.3. 'Affiliate Content' means any content or other materials displayed on or otherwise used as part of an Affiliate Website, excluding the Promotional Content.
1.4. 'Affiliate Link' means a link generated via the Affiliate Portal that appends a unique Serial ID to the click-through URL that identified Players who registered to the site as having been referred by a specific Affiliate.
1.5. 'Affiliate Portal' means the web-based portal that CIE makes available to affiliate partners which contains Promotional Content, guidelines and other information, and that affiliate partners use for reporting purposes.
1.6. 'Affiliate Website(s)' means the website(s) that are owned and controlled by Affiliate and which are submitted by Affiliate as websites that are to be used by Affiliate to present the Promotional Content, or a CIE website owned and controlled by CIE that contains Promotional Content that is made available to Affiliate by and in CIE's sole discretion. For the avoidance of doubt, Affiliate shall not use any other medium to distribute the Promotional Content except for Affiliate's website.
1.7. 'CIE Site' means the websites located at the following URLs: www.wsop.com, www.caesarscasino.com and www.harrahscasino.com.
1.8. 'CIE Trademarks' means the CIE proprietary trademarks and logos embedded within the Promotional Content.
1.9. 'Confidential Information' means certain information CIE discloses to Affiliate which information CIE considers to be confidential.
1.10. 'Effective Date' has the meaning described in Section 6.1.
1.11. 'EULA' means the end user license agreement that governs a player's use of the CIE Site.
1.12. 'Gambling Services' means CIE's gambling services offered through the Internet via the CIE Site or through other devices such as but not limited to (i) interactive television, and (ii) mobile gambling platforms.
1.13. 'Party' shall mean either CIE or Affiliate, individually, an. 'Parties' shall mean CIE and Affiliate, collectively.
1.14. 'Potential Player' means any individual who perceives the Promotional Content via an Affiliate Website.
1.15. 'Promotional Content' means the banners, text links and any other display ads and communication materials made available by CIE to Affiliate, the Promotion Code, and any other branding or other content CIE makes available to Affiliate, in CIE's sole discretion.
1.16. 'Promotion Code' means the unique identifying code CIE makes available to Affiliate that provides their potential players with access to a special offer such as, but no limited to, a deposit bonus when they redeem the code.
1.17. 'Qualified Player' means a Potential Player who: (i) is accepted by CIE as a registered CIE Site user along with a Serial ID that identifies the player as having been referred by the Affiliate; (ii) is a first-time user of the CIE Site; (iiia) has a minimum deposit of Twenty Five (25) Dollars; (iiib) has minimum number of Ten (10) hands played on WSOP.com or Twenty Five (25) bets on CaesarsCasino.com or HarrahsCasino.com; and (iv) otherwise satisfies the requirements of this Agreement.
1.18. 'Referral Fees' means the amounts CIE will pay to Affiliate in accordance with the terms of this Agreement.
1.19. 'Restricted Individuals' means the officers, directors, employees, consultants, and agents of the Affiliate, CIE, or CIE's affiliates, suppliers, vendors or white label partners.
1.20. 'Serial ID' means a unique identifier code assigned to an Affiliate and appended to all Affiliate Links that identified Players as having been referred by a specific Affiliate.
1.21. 'Term' means the time period between the date this Agreement commences and the date this Agreement is terminated by either Party in accordance with the terms herein.
1.1. 'Action Player Points' means the points earned by a WSOP player which determine a player's VIP level but which have no value as further detailed in the player loyalty program found on the CIE Website.
1.2. 'Online Tier Credits' means the points earned by a CaesarsCasino.com / HarrahsCasino.com player which determine a player's VIP level but which have no value as further detailed in the player loyalty program found on the CIE Website.
1.3. 'Affiliate Content' means any content or other materials displayed on or otherwise used as part of an Affiliate Website, excluding the Promotional Content.
1.4. 'Affiliate Link' means a link generated via the Affiliate Portal that appends a unique Serial ID to the click-through URL that identified Players who registered to the site as having been referred by a specific Affiliate.
1.5. 'Affiliate Portal' means the web-based portal that CIE makes available to affiliate partners which contains Promotional Content, guidelines and other information, and that affiliate partners use for reporting purposes.
1.6. 'Affiliate Website(s)' means the website(s) that are owned and controlled by Affiliate and which are submitted by Affiliate as websites that are to be used by Affiliate to present the Promotional Content, or a CIE website owned and controlled by CIE that contains Promotional Content that is made available to Affiliate by and in CIE's sole discretion. For the avoidance of doubt, Affiliate shall not use any other medium to distribute the Promotional Content except for Affiliate's website.
1.7. 'CIE Site' means the websites located at the following URLs: www.wsop.com, www.caesarscasino.com and www.harrahscasino.com.
1.8. 'CIE Trademarks' means the CIE proprietary trademarks and logos embedded within the Promotional Content.
1.9. 'Confidential Information' means certain information CIE discloses to Affiliate which information CIE considers to be confidential.
1.10. 'Effective Date' has the meaning described in Section 6.1.
1.11. 'EULA' means the end user license agreement that governs a player's use of the CIE Site.
1.12. 'Gambling Services' means CIE's gambling services offered through the Internet via the CIE Site or through other devices such as but not limited to (i) interactive television, and (ii) mobile gambling platforms.
1.13. 'Party' shall mean either CIE or Affiliate, individually, an. 'Parties' shall mean CIE and Affiliate, collectively.
1.14. 'Potential Player' means any individual who perceives the Promotional Content via an Affiliate Website.
1.15. 'Promotional Content' means the banners, text links and any other display ads and communication materials made available by CIE to Affiliate, the Promotion Code, and any other branding or other content CIE makes available to Affiliate, in CIE's sole discretion.
1.16. 'Promotion Code' means the unique identifying code CIE makes available to Affiliate that provides their potential players with access to a special offer such as, but no limited to, a deposit bonus when they redeem the code.
1.17. 'Qualified Player' means a Potential Player who: (i) is accepted by CIE as a registered CIE Site user along with a Serial ID that identifies the player as having been referred by the Affiliate; (ii) is a first-time user of the CIE Site; (iiia) has a minimum deposit of Twenty Five (25) Dollars; (iiib) has minimum number of Ten (10) hands played on WSOP.com or Twenty Five (25) bets on CaesarsCasino.com or HarrahsCasino.com; and (iv) otherwise satisfies the requirements of this Agreement.
1.18. 'Referral Fees' means the amounts CIE will pay to Affiliate in accordance with the terms of this Agreement.
1.19. 'Restricted Individuals' means the officers, directors, employees, consultants, and agents of the Affiliate, CIE, or CIE's affiliates, suppliers, vendors or white label partners.
1.20. 'Serial ID' means a unique identifier code assigned to an Affiliate and appended to all Affiliate Links that identified Players as having been referred by a specific Affiliate.
1.21. 'Term' means the time period between the date this Agreement commences and the date this Agreement is terminated by either Party in accordance with the terms herein.
2. Promotional Content
2.1. Authorized Use. Subject to Affiliate's compliance with the terms of this Agreement, Affiliate is authorized to display the Promotional Content solely to promote the CIE Site and solely within the Affiliate Website(s), provided that Affiliate's use of the Promotional Content will be strictly in accordance with CIE's then-current guidelines available on the Affiliate Portal and the Caesars Marketing Code of Commitment available on www.caesars.com/corporate, as may be updated from time to time (the 'Marketing Code').
2.2. Affiliate Website. Affiliate will not display or use the Promotional Content or otherwise promote the CIE Site in any way that is not specifically allowed under the terms of this Agreement. Affiliate is authorized to display the Promotional Content solely within the Affiliate Website unless CIE otherwise pre-approves another medium in writing. Affiliate will not modify the Promotional Content (including but not limited to the format, substance, size, color, or orientation) unless CIE explicitly approves such modification in writing, and any approved modification will be limited to the Affiliate Website.
2.3. CIE Trademarks. Subject to Affiliate's compliance with the terms, conditions and limitations set forth in this Agreement, and solely to the extent CIE has such rights, CIE hereby grants to Affiliate, and Affiliate hereby accepts, a non-exclusive, nontransferable limited license, without the right of sublicense, to use any CIE Trademarks solely for purposes of displaying the Promotional Content through the Affiliate Website to promote the CIE Site, in accordance with the terms of this Agreement and CIE's Trademark Usage Guidelines available on the Affiliate Portal as may be updated from time to time. Affiliate acknowledges and agrees that the nature and quality of the activities conducted pursuant to the Agreement will conform to quality standards set by CIE for use of its trademarks. No additional rights outside of this express license grant shall be inferred or flow to Affiliate. Subject to the limited rights granted herein, CIE retains and reserves unto itself all rights, title, interest and ownership in and to the CIE Trademarks. Affiliate acknowledges and agrees that it shall acquire no ownership rights to the CIE Trademarks by virtue of this Agreement or otherwise, that all uses by Affiliate of CIE Trademarks and all goodwill generated through such shall inure to the benefit of CIE, and that Affiliate will execute all documents reasonably requested by CIE to evidence such ownership rights.
2.1. Authorized Use. Subject to Affiliate's compliance with the terms of this Agreement, Affiliate is authorized to display the Promotional Content solely to promote the CIE Site and solely within the Affiliate Website(s), provided that Affiliate's use of the Promotional Content will be strictly in accordance with CIE's then-current guidelines available on the Affiliate Portal and the Caesars Marketing Code of Commitment available on www.caesars.com/corporate, as may be updated from time to time (the 'Marketing Code').
2.2. Affiliate Website. Affiliate will not display or use the Promotional Content or otherwise promote the CIE Site in any way that is not specifically allowed under the terms of this Agreement. Affiliate is authorized to display the Promotional Content solely within the Affiliate Website unless CIE otherwise pre-approves another medium in writing. Affiliate will not modify the Promotional Content (including but not limited to the format, substance, size, color, or orientation) unless CIE explicitly approves such modification in writing, and any approved modification will be limited to the Affiliate Website.
2.3. CIE Trademarks. Subject to Affiliate's compliance with the terms, conditions and limitations set forth in this Agreement, and solely to the extent CIE has such rights, CIE hereby grants to Affiliate, and Affiliate hereby accepts, a non-exclusive, nontransferable limited license, without the right of sublicense, to use any CIE Trademarks solely for purposes of displaying the Promotional Content through the Affiliate Website to promote the CIE Site, in accordance with the terms of this Agreement and CIE's Trademark Usage Guidelines available on the Affiliate Portal as may be updated from time to time. Affiliate acknowledges and agrees that the nature and quality of the activities conducted pursuant to the Agreement will conform to quality standards set by CIE for use of its trademarks. No additional rights outside of this express license grant shall be inferred or flow to Affiliate. Subject to the limited rights granted herein, CIE retains and reserves unto itself all rights, title, interest and ownership in and to the CIE Trademarks. Affiliate acknowledges and agrees that it shall acquire no ownership rights to the CIE Trademarks by virtue of this Agreement or otherwise, that all uses by Affiliate of CIE Trademarks and all goodwill generated through such shall inure to the benefit of CIE, and that Affiliate will execute all documents reasonably requested by CIE to evidence such ownership rights.
3. Referral Fees and Payment
3.1. Referral Fees. CIE shall pay Affiliate a monthly referral fee for each Qualified Player Affiliate brings to the CIE Site during a calendar month over the Term of the Agreement. The amount of the monthly referral fee shall be based on the total number of Qualified Players an Affiliate brings to the CIE Site during such calendar month as further described at www.caesarsaffiliates.com/program.aspx?id=1.
3.2. Payment Terms. CIE will pay the Referral Fees to Affiliate approximately thirty (30) days after the end of the calendar month in which Referral Fees arise. However, Affiliate agrees that CIE shall not be obligated to make any payments to Affiliate until Affiliate (i) reaches a minimum Referral Fee threshold amount of $100.00 USD and (ii) has provided CIE with all required sign-up documentation described on the Affiliate Portal.
3.3. Affiliate Portal. CIE will provide Affiliate with a password to access the Affiliate Portal. Affiliate may access the Affiliate Portal to view the activity of Qualified Players to the extent relevant to calculating the Referral Fees in the prior month.
3.1. Referral Fees. CIE shall pay Affiliate a monthly referral fee for each Qualified Player Affiliate brings to the CIE Site during a calendar month over the Term of the Agreement. The amount of the monthly referral fee shall be based on the total number of Qualified Players an Affiliate brings to the CIE Site during such calendar month as further described at www.caesarsaffiliates.com/program.aspx?id=1.
3.2. Payment Terms. CIE will pay the Referral Fees to Affiliate approximately thirty (30) days after the end of the calendar month in which Referral Fees arise. However, Affiliate agrees that CIE shall not be obligated to make any payments to Affiliate until Affiliate (i) reaches a minimum Referral Fee threshold amount of $100.00 USD and (ii) has provided CIE with all required sign-up documentation described on the Affiliate Portal.
3.3. Affiliate Portal. CIE will provide Affiliate with a password to access the Affiliate Portal. Affiliate may access the Affiliate Portal to view the activity of Qualified Players to the extent relevant to calculating the Referral Fees in the prior month.
4. Qualified Players
4.1. Only Potential Players who receive access to the Promotional Content via an Approved Medium can become Qualified Players. No Referral Fees will arise for individuals who are directed to the CIE Site via Promotional Content that is not displayed via an Affiliate Website.
4.2. CIE reserves the right, in CIE's sole discretion, to: (i) reject a Potential Player's registration for the CIE Site or otherwise reject a Potential Player from becoming a Qualified Player; or (ii) terminate or suspend the account of any Qualified Player at any time subject to the terms and conditions of the EULA.
4.3. Restricted Individuals and relatives of Restricted Individuals are prohibited from being Qualified Players or otherwise directly or indirectly using the Gambling Service as further described in the EULA.
4.1. Only Potential Players who receive access to the Promotional Content via an Approved Medium can become Qualified Players. No Referral Fees will arise for individuals who are directed to the CIE Site via Promotional Content that is not displayed via an Affiliate Website.
4.2. CIE reserves the right, in CIE's sole discretion, to: (i) reject a Potential Player's registration for the CIE Site or otherwise reject a Potential Player from becoming a Qualified Player; or (ii) terminate or suspend the account of any Qualified Player at any time subject to the terms and conditions of the EULA.
4.3. Restricted Individuals and relatives of Restricted Individuals are prohibited from being Qualified Players or otherwise directly or indirectly using the Gambling Service as further described in the EULA.
5. Affiliate Obligations & Restrictions
5.1. Obligations.
5.1. Obligations.
(a) Upon the request of CIE, Affiliate will promptly provide to CIE all requested information regarding Affiliate in order for CIE to conduct a background check.
(b) Affiliate is solely responsible for the development, operation and maintenance of its Affiliate Websites, all Affiliate Content and/or any syndicated third party content on Affiliate's Website.
(c) Affiliate agrees to place Promotional Content that links to the CIE website via an Affiliate Link on the Affiliate Website, to ensure that the Promotional Content is property formatted at all times, and that it shall not create any link from the Affiliate Website to the CIE Site other than the Promotional Content without CIE's prior written consent.
(d) Affiliate is only permitted to place banners forming part of the Promotional Content on an Affiliate Website by linking to the banner server made available by CIE for this purpose and by no other means without the prior written approval of CIE.
(e) Affiliate shall comply with all reasonable instructions received from CIE in relation to the Affiliate's activities in marketing and promoting the CIE Site including, without limitation, any instruction received from the Company requesting Affiliate to post on an Affiliate Website information regarding new features and promotions on the CIE Site.
(f) Affiliate acknowledges that the placement of Promotional Content on an Affiliate Website and the Affiliate's conduct as an affiliate has the potential to inflict substantial damage to the CIE Trademarks and to the reputation and goodwill of CIE and that Affiliate shall at all times act in a manner that will not harm such CIE Trademarks, goodwill and reputation.
(g) Affiliate shall not offer or provide incentives of any nature to Qualified Players or potential Qualified Players without the prior written consent of CIE.
(h) Affiliate may not hold itself out to be or to represent any CIE entity, or its agents, or employees in any forum including any social media site.
(i) Affiliate agrees to use its best efforts to market and promote the CIE Site, in a manner consistent with good business ethics and in good faith towards CIE.
(j) Affiliate acknowledges that as a holder of a privileged gaming license, CIE and certain affiliates are required to adhere to strict laws and regulations regarding vendor and other business relationships. If at any time CIE determines, in its sole discretion, that its association with Affiliate could violate any statutes and regulations regarding prohibited relationships with gaming companies, or if CIE determines in good faith, in its sole discretion, that it would be in its best interest to terminate its relationship with Affiliate in order to protect any of its privileged gaming licenses, CIE may immediately terminate this Agreement.
(b) Affiliate is solely responsible for the development, operation and maintenance of its Affiliate Websites, all Affiliate Content and/or any syndicated third party content on Affiliate's Website.
(c) Affiliate agrees to place Promotional Content that links to the CIE website via an Affiliate Link on the Affiliate Website, to ensure that the Promotional Content is property formatted at all times, and that it shall not create any link from the Affiliate Website to the CIE Site other than the Promotional Content without CIE's prior written consent.
(d) Affiliate is only permitted to place banners forming part of the Promotional Content on an Affiliate Website by linking to the banner server made available by CIE for this purpose and by no other means without the prior written approval of CIE.
(e) Affiliate shall comply with all reasonable instructions received from CIE in relation to the Affiliate's activities in marketing and promoting the CIE Site including, without limitation, any instruction received from the Company requesting Affiliate to post on an Affiliate Website information regarding new features and promotions on the CIE Site.
(f) Affiliate acknowledges that the placement of Promotional Content on an Affiliate Website and the Affiliate's conduct as an affiliate has the potential to inflict substantial damage to the CIE Trademarks and to the reputation and goodwill of CIE and that Affiliate shall at all times act in a manner that will not harm such CIE Trademarks, goodwill and reputation.
(g) Affiliate shall not offer or provide incentives of any nature to Qualified Players or potential Qualified Players without the prior written consent of CIE.
(h) Affiliate may not hold itself out to be or to represent any CIE entity, or its agents, or employees in any forum including any social media site.
(i) Affiliate agrees to use its best efforts to market and promote the CIE Site, in a manner consistent with good business ethics and in good faith towards CIE.
(j) Affiliate acknowledges that as a holder of a privileged gaming license, CIE and certain affiliates are required to adhere to strict laws and regulations regarding vendor and other business relationships. If at any time CIE determines, in its sole discretion, that its association with Affiliate could violate any statutes and regulations regarding prohibited relationships with gaming companies, or if CIE determines in good faith, in its sole discretion, that it would be in its best interest to terminate its relationship with Affiliate in order to protect any of its privileged gaming licenses, CIE may immediately terminate this Agreement.
5.2. Restrictions.
5.3. CIE's approval of an Affiliate Website does not limit the above restrictions or requirements or otherwise authorize conduct restricted in this Agreement.
(a) Affiliate will not submit for approval any Affiliate Website, or employ any Affiliate Website, that:
(i) violates or otherwise conflicts with any statutes, laws, ordinances, rules, regulations, or other government-imposed requirement;
(ii) is specifically intended for or oriented to viewers under the age of 21;
(iii) includes Affiliate Content or links to any other content that: (i) is unlawful, pornographic, or obscene; (ii) promotes racism, bigotry, or violence; or (iii) violates the rights of any third-party, including but not limited to intellectual property rights and rights of publicity and privacy.
(iv) copies or resembles the look and feel of the CIE Site (or any part thereof), or that creates the impression that the Affiliate Website is the CIE Site (or any part thereof); (v) disparages, tarnishes or otherwise portrays CIE, the CIE Trademarks or the Gambling Service in a negative light; (vi) sends unsolicited or spam email; or (vii) contains or distributes any spyware, adware, or other unwanted threats.
(b) Competitive Activities.(iv) copies or resembles the look and feel of the CIE Site (or any part thereof), or that creates the impression that the Affiliate Website is the CIE Site (or any part thereof); (v) disparages, tarnishes or otherwise portrays CIE, the CIE Trademarks or the Gambling Service in a negative light; (vi) sends unsolicited or spam email; or (vii) contains or distributes any spyware, adware, or other unwanted threats.
(i) Affiliate will not advertise or purchase or register keywords, search terms, social media user names or other identifiers for use in any search engine, portal, sponsored advertising service, or other search or referral service, which are identical or similar to any CIE Trademarks or other CIE trademarks or trade names, including but not limited to the 'World Series of Poker', 'WSOP', 'HARRAHS', 'CAESARS' or 'CIE', or any variations of the foregoing, or include metatag keywords in advertising that are identical or similar to any of the CIE trademarks or trade names or that otherwise include the term 'WSOP', 'HARRAHS' or 'CAESARS'. If Affiliate registers or records any such keywords, search terms, social media usernames or other identifiers, Affiliate agrees all ownership rights in keywords, search terms, social media usernames or other identifiers shall immediately vest in CIE and that Affiliate will cooperate in executing any documentation necessary to evidence ownership by CIE.
(ii) Affiliate will not register a domain name that includes, incorporates, or consists of CIE Trademarks or any domain name that is confusingly similar to CIE Trademarks.
(iii) Upon execution of this Agreement and as a continuing obligation throughout the Term, Affiliate will inform CIE of any domain names it registers or owns that are in breach of this Section 5.2(b). At CIE's option, Affiliate will be required to transfer any such domain name at no charge to CIE or any company designated by CIE. THE OBLIGATION TO TRANSFER SUCH DOMAIN NAME EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE EFFECTIVE DATE. Affiliate will not allow the domain name registration to lapse until it has been transferred to CIE or the CIE-designated company. CIE reserves the right, in its sole discretion, to withhold all Referral Fees that may be due to Affiliate until such domain names are transferred.
(iv) Affiliate will not use or adopt any corporate name, trade name, trade dress or other form of corporate identification which includes the CIE Trademarks or any portion thereof or which is confusingly similar thereto.
(v) Affiliate shall not market the CIE Website in any way that might compete with CIE's own marketing efforts, unless Affiliate has received prior written approval from CIE in such regard. By way of example only, the following activities will be considered to be activities, which if undertaken by Affiliate, would compete with CIE's own marketing efforts and are prohibited hereunder: (i) the placement of Promotional Content on any Internet sites on which CIE places advertisements for the CIE Sites; (ii) the placement of Promotional Content on any Internet site other than an Affiliate Website; and (iii) the promotion of the CIE Sites by Affiliate by way of keyword advertising with Internet search engines. A breach by the Affiliate of the foregoing provisions would constitute a breach of this Agreement and CIE may terminate this Agreement per Section 6.
(ii) Affiliate will not register a domain name that includes, incorporates, or consists of CIE Trademarks or any domain name that is confusingly similar to CIE Trademarks.
(iii) Upon execution of this Agreement and as a continuing obligation throughout the Term, Affiliate will inform CIE of any domain names it registers or owns that are in breach of this Section 5.2(b). At CIE's option, Affiliate will be required to transfer any such domain name at no charge to CIE or any company designated by CIE. THE OBLIGATION TO TRANSFER SUCH DOMAIN NAME EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE EFFECTIVE DATE. Affiliate will not allow the domain name registration to lapse until it has been transferred to CIE or the CIE-designated company. CIE reserves the right, in its sole discretion, to withhold all Referral Fees that may be due to Affiliate until such domain names are transferred.
(iv) Affiliate will not use or adopt any corporate name, trade name, trade dress or other form of corporate identification which includes the CIE Trademarks or any portion thereof or which is confusingly similar thereto.
(v) Affiliate shall not market the CIE Website in any way that might compete with CIE's own marketing efforts, unless Affiliate has received prior written approval from CIE in such regard. By way of example only, the following activities will be considered to be activities, which if undertaken by Affiliate, would compete with CIE's own marketing efforts and are prohibited hereunder: (i) the placement of Promotional Content on any Internet sites on which CIE places advertisements for the CIE Sites; (ii) the placement of Promotional Content on any Internet site other than an Affiliate Website; and (iii) the promotion of the CIE Sites by Affiliate by way of keyword advertising with Internet search engines. A breach by the Affiliate of the foregoing provisions would constitute a breach of this Agreement and CIE may terminate this Agreement per Section 6.
5.3. CIE's approval of an Affiliate Website does not limit the above restrictions or requirements or otherwise authorize conduct restricted in this Agreement.
6. Termination of the Agreement
6.1. Effective Date. Each Party acknowledges and agrees (x) this Agreement shall not be effective and (y) Affiliate shall not be entitled to and may not be paid any form of compensation by CIE until the later of (a) the date upon which CIE receives notice that the Affiliate has registered with, has been licensed by, or has complied with any other regulatory requirements of all applicable gaming regulatory agencies or (b) a date to be determined by CIE in writing in its sole discretion (the 'Effective Date').
6.2. Termination. Each Party may terminate this Agreement at any time, for any reason or no reason, by providing written notice to the other Party, and termination will be effective fifteen (15) days after such notice. CIE may terminate this Agreement immediately upon written notice for any breach of this Agreement by Affiliate.
6.3. Effects of Expiration or Termination. Upon termination of this Agreement: (i) all rights and licenses hereunder shall immediately terminate; (ii) Affiliate must cease using, and remove any digital versions of, all Promotional Content within twenty-four (24) hours of termination; (iii) Affiliate will return to CIE all Confidential Information received from CIE, including any and all copies thereof, which is in the possession of Affiliate; (iv) CIE will pay to Affiliate all Referral Fees that have accrued prior to the effective date of termination and CIE will have no further payment obligations to Affiliate; and (v) Sections 5.2(b), 6.3, 7, 8, 9, 10, and 11 will survive.
6.4. Changes to Affiliate Program. CIE may change the terms of the Affiliate Program at any time, and CIE may modify this Agreement at any time. Any modifications shall be posted on the Affiliate Portal. Changes will not apply retroactively and generally will become effective two (2) days after they are posted. However, changes addressing new aspects of the Affiliate Program or changes made for legal reasons will be effective immediately. If Affiliate does not agree to any modified terms in the Agreement, Affiliate will need to terminate its participation in the Affiliate Program.
6.1. Effective Date. Each Party acknowledges and agrees (x) this Agreement shall not be effective and (y) Affiliate shall not be entitled to and may not be paid any form of compensation by CIE until the later of (a) the date upon which CIE receives notice that the Affiliate has registered with, has been licensed by, or has complied with any other regulatory requirements of all applicable gaming regulatory agencies or (b) a date to be determined by CIE in writing in its sole discretion (the 'Effective Date').
6.2. Termination. Each Party may terminate this Agreement at any time, for any reason or no reason, by providing written notice to the other Party, and termination will be effective fifteen (15) days after such notice. CIE may terminate this Agreement immediately upon written notice for any breach of this Agreement by Affiliate.
6.3. Effects of Expiration or Termination. Upon termination of this Agreement: (i) all rights and licenses hereunder shall immediately terminate; (ii) Affiliate must cease using, and remove any digital versions of, all Promotional Content within twenty-four (24) hours of termination; (iii) Affiliate will return to CIE all Confidential Information received from CIE, including any and all copies thereof, which is in the possession of Affiliate; (iv) CIE will pay to Affiliate all Referral Fees that have accrued prior to the effective date of termination and CIE will have no further payment obligations to Affiliate; and (v) Sections 5.2(b), 6.3, 7, 8, 9, 10, and 11 will survive.
6.4. Changes to Affiliate Program. CIE may change the terms of the Affiliate Program at any time, and CIE may modify this Agreement at any time. Any modifications shall be posted on the Affiliate Portal. Changes will not apply retroactively and generally will become effective two (2) days after they are posted. However, changes addressing new aspects of the Affiliate Program or changes made for legal reasons will be effective immediately. If Affiliate does not agree to any modified terms in the Agreement, Affiliate will need to terminate its participation in the Affiliate Program.
7. Confidential Information
Affiliate will strictly maintain the confidentiality of the Confidential Information CIE may disclose to Affiliate pursuant to this Agreement, and Affiliate will not use Confidential Information, directly or indirectly, for its own or any third-party's purposes.
Affiliate will strictly maintain the confidentiality of the Confidential Information CIE may disclose to Affiliate pursuant to this Agreement, and Affiliate will not use Confidential Information, directly or indirectly, for its own or any third-party's purposes.
8. Warranties & Disclaimers
8.1. Mutual Warranties. Each Party represents and warrants to the other Party it has the full right and authority to grant the rights and licenses granted herein.
8.2. Affiliate Warranties.
8.4. Restriction. Affiliate will make no representations or warranties on behalf of CIE, including but not limited to false or misleading representations, with respect to CIE, the CIE Site, the Gambling Services, or any features or functionality of CIE's products or services.
8.1. Mutual Warranties. Each Party represents and warrants to the other Party it has the full right and authority to grant the rights and licenses granted herein.
8.2. Affiliate Warranties.
(a) Affiliate represents and warrants that it will comply with all laws and regulations and that it has obtained, and will hold and comply with, all licenses, permits and authorizations necessary to perform under and exercise the rights under this Agreement, as now or hereafter required under any applicable statutes, laws, ordinances, rules, and regulations, including but not limited to the licensing and other requirements imposed by the Nevada Gaming Control Board and New Jersey Casino Control Commission, at its own cost.
(b) Affiliate represents and warrants that it has the ability, experience, expertise and resources to perform all of its obligations hereunder.
(c) Affiliate represents and warrants that there is no legal, commercial, contractual or other restriction, which precludes or might preclude it from fully performing its obligations pursuant to this Agreement. Affiliate agrees that if during the Term anything should occur to prevent it from wholly fulfilling its obligations under this Agreement, the Affiliate shall immediately notify CIE, and CIE shall be entitled to terminate this Agreement per Section 6.
8.3. Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS SECTION 8, CIE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. CIE DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.(b) Affiliate represents and warrants that it has the ability, experience, expertise and resources to perform all of its obligations hereunder.
(c) Affiliate represents and warrants that there is no legal, commercial, contractual or other restriction, which precludes or might preclude it from fully performing its obligations pursuant to this Agreement. Affiliate agrees that if during the Term anything should occur to prevent it from wholly fulfilling its obligations under this Agreement, the Affiliate shall immediately notify CIE, and CIE shall be entitled to terminate this Agreement per Section 6.
8.4. Restriction. Affiliate will make no representations or warranties on behalf of CIE, including but not limited to false or misleading representations, with respect to CIE, the CIE Site, the Gambling Services, or any features or functionality of CIE's products or services.
9. Limitation of Liability
CIE WILL NOT BE LIABLE, AND DISCLAIMS ANY LIABILITY, FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CIE AFFILIATE PROGRAM, EVEN IF CIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CIE'S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE REFERRAL FEES ARISING UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.
CIE WILL NOT BE LIABLE, AND DISCLAIMS ANY LIABILITY, FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CIE AFFILIATE PROGRAM, EVEN IF CIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CIE'S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE REFERRAL FEES ARISING UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.
10. Indemnification
10.1. Indemnification by Affiliate. At the option and request of CIE, Affiliate will defend (or settle), indemnify and hold CIE, its affiliates, officers, directors and employees harmless, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys' fees, arising out of or in connection with any third-claim that results from Affiliate's breach of Sections 5 or 8, or the Affiliate Websites, Affiliate Content, and any other materials, products or services related thereto.
10.2. Indemnification by CIE. At the option and request of Affiliate, CIE will defend (or settle), indemnify and hold Affiliate, its affiliates, officers, directors and employees harmless, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys' fees, arising out of or in connection with any third-party claim that results from Affiliate's use of CIE Trademarks in a manner approved by CIE in accordance with the terms of this Agreement or CIE's breach of Section 8.
10.3. Process & Requirements. Neither Party shall have any obligation under this Section 10 to defend, indemnify or hold harmless the other Party unless the other Party (i) provides notice of the claim in a reasonably timely manner such that the indemnifying Party is not materially prejudiced in its defense; (ii) provides the indemnifying Party with all reasonable information and assistance, at the indemnifying Party's expense, to defend or settle the claim; and (iii) grants the indemnifying Party authority and sole control of the defense or settlement of such claim. The indemnified Party reserves the right to retain counsel, at indemnified Party's expense, to participate in the defense and settlement of any such claim. The indemnifying Party shall not settle any claim, without the indemnified Party's Claimant's prior written consent, if such settlement would require the indemnified Party to pay any compensation or assume any obligations or restriction.
10.1. Indemnification by Affiliate. At the option and request of CIE, Affiliate will defend (or settle), indemnify and hold CIE, its affiliates, officers, directors and employees harmless, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys' fees, arising out of or in connection with any third-claim that results from Affiliate's breach of Sections 5 or 8, or the Affiliate Websites, Affiliate Content, and any other materials, products or services related thereto.
10.2. Indemnification by CIE. At the option and request of Affiliate, CIE will defend (or settle), indemnify and hold Affiliate, its affiliates, officers, directors and employees harmless, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys' fees, arising out of or in connection with any third-party claim that results from Affiliate's use of CIE Trademarks in a manner approved by CIE in accordance with the terms of this Agreement or CIE's breach of Section 8.
10.3. Process & Requirements. Neither Party shall have any obligation under this Section 10 to defend, indemnify or hold harmless the other Party unless the other Party (i) provides notice of the claim in a reasonably timely manner such that the indemnifying Party is not materially prejudiced in its defense; (ii) provides the indemnifying Party with all reasonable information and assistance, at the indemnifying Party's expense, to defend or settle the claim; and (iii) grants the indemnifying Party authority and sole control of the defense or settlement of such claim. The indemnified Party reserves the right to retain counsel, at indemnified Party's expense, to participate in the defense and settlement of any such claim. The indemnifying Party shall not settle any claim, without the indemnified Party's Claimant's prior written consent, if such settlement would require the indemnified Party to pay any compensation or assume any obligations or restriction.
11. Miscellaneous Provisions
11.1. Notices. Any and all notices or demands provided for, permitted or required to be given in connection with this Agreement shall be in writing and be conclusively deemed to have been given if (i) personally delivered to the party entitled to receive the same; or (ii) within five (5) days after depositing it in a United States mailbox either by certified or registered mail, postage prepaid, in a sealed envelope addressed to the name and address of the party entitled to receive the same as set forth hereinabove; or (iii) within one (1) day if sent via fax to the number listed below and a confirmation receipt is generated; or within (iv) two (2) days if sent by a first class overnight, nationally known delivery or courier service, prepaid in a sealed envelope or package addressed to the name and address of the Party entitled to receive the same as set forth on the first page of this Agreement.
11.2. Jurisdiction and Venue. This Agreement shall be governed by, construed in and enforced exclusively in accordance with the laws of the State of Nevada without regard to its conflict of law provisions. Except for claims for which subject matter jurisdiction resides solely in United States District Court (in which event, all said disputes shall be resolved solely and exclusively in the United States Court for the District of Nevada), the Eight District Judicial Court of the State of Nevada shall have sole and exclusive subject matter jurisdiction over any action brought to interpret, judge, decide, rule upon and enforce in any manner provided by Nevada law any of the terms, covenants, conditions, representations or warranties contained herein, and Affiliate expressly consents to personal jurisdiction in Nevada for the purpose of resolving any dispute related to the making or interpretation of this Agreement.
11.3. Assignment. Affiliate may not assign this Agreement, by operation or law or otherwise, without CIE's prior written consent, and any assignment that conflicts with the foregoing is null and void. CIE may assign this agreement to a third-party at its discretion. This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and permitted assigns.
11.4. Counterparts and Admissibility of Electronic Copies. This Agreement and any amendment or addendum thereto, may be executed in counterparts each of which when executed by the requisite parties shall be deemed to be a complete original document. An electronic or facsimile copy thereof shall be deemed, and shall have the same legal force and effect as, an original document.
11.5. Attorneys' Fees. In the event either party brings an action against the other to enforce this Agreement, or to defend an action brought by the other party, the prevailing Party in such action shall be reimbursed by the other Party for such costs as may be incurred in such action and any appeal from judgment, including reasonable attorney's fees, court costs and expert witness fees.
11.6. Headings. Section headings are not to be considered part of this Agreement and are included solely for convenience and reference and shall not be held to define, construe, govern or limit the meaning of any term or provision of this Agreement. References in this Agreement to a section shall be reference to a section of this Agreement unless otherwise stated or the context otherwise requires.
11.7. Interpretation. This Agreement is to be deemed to have been prepared jointly by the parties hereto, and if any inconsistency or ambiguity exists herein, it shall not be interpreted against either party, but according to the application of rules of the interpretation of contracts. Each Party has had the availability of legal counsel with respect to its execution of this Agreement.
11.8. Third Persons. Nothing in this Agreement, expressed or implied, is intended to confer upon any person other than the parties hereto any rights or remedies under or by reason of this Agreement.
11.9. Conflicts. In the event of any conflict between the terms or provisions expressed in this Agreement and any term or provision in any other alleged agreement, proposal or documents, the term or provision of this Agreement shall govern to the extent of the conflict.
11.10. No Inducements. No party or their respective officers, employees or agents have solicited or received from the other Party any sum, gift or gratuity or other thing of value as an inducement to securing or maintaining the performances hereunder.
11.11. Amendment. This Agreement may be amended (i) in a writing signed by both parties that expressly states that it is amending this Agreement, or (ii) as set forth in Section 6.4, if Affiliate keeps participating in the Affiliate Program after CIE modifies the Agreement.
11.12. Waiver. The failure of either party to require the performance of any obligation herein, or the waiver by either party of any breach condition, shall not prevent a subsequent enforcement of such obligation or constitute a waiver of any subsequent breach.
11.13. Severability. If any provision in this Agreement is held to be invalid or unenforceable, such provision will be amended to achieve as nearly as possible the objectives of, and the same economic effect as the original provision and all other provisions will remain in full force and effect.
11.1. Notices. Any and all notices or demands provided for, permitted or required to be given in connection with this Agreement shall be in writing and be conclusively deemed to have been given if (i) personally delivered to the party entitled to receive the same; or (ii) within five (5) days after depositing it in a United States mailbox either by certified or registered mail, postage prepaid, in a sealed envelope addressed to the name and address of the party entitled to receive the same as set forth hereinabove; or (iii) within one (1) day if sent via fax to the number listed below and a confirmation receipt is generated; or within (iv) two (2) days if sent by a first class overnight, nationally known delivery or courier service, prepaid in a sealed envelope or package addressed to the name and address of the Party entitled to receive the same as set forth on the first page of this Agreement.
11.2. Jurisdiction and Venue. This Agreement shall be governed by, construed in and enforced exclusively in accordance with the laws of the State of Nevada without regard to its conflict of law provisions. Except for claims for which subject matter jurisdiction resides solely in United States District Court (in which event, all said disputes shall be resolved solely and exclusively in the United States Court for the District of Nevada), the Eight District Judicial Court of the State of Nevada shall have sole and exclusive subject matter jurisdiction over any action brought to interpret, judge, decide, rule upon and enforce in any manner provided by Nevada law any of the terms, covenants, conditions, representations or warranties contained herein, and Affiliate expressly consents to personal jurisdiction in Nevada for the purpose of resolving any dispute related to the making or interpretation of this Agreement.
11.3. Assignment. Affiliate may not assign this Agreement, by operation or law or otherwise, without CIE's prior written consent, and any assignment that conflicts with the foregoing is null and void. CIE may assign this agreement to a third-party at its discretion. This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and permitted assigns.
11.4. Counterparts and Admissibility of Electronic Copies. This Agreement and any amendment or addendum thereto, may be executed in counterparts each of which when executed by the requisite parties shall be deemed to be a complete original document. An electronic or facsimile copy thereof shall be deemed, and shall have the same legal force and effect as, an original document.
11.5. Attorneys' Fees. In the event either party brings an action against the other to enforce this Agreement, or to defend an action brought by the other party, the prevailing Party in such action shall be reimbursed by the other Party for such costs as may be incurred in such action and any appeal from judgment, including reasonable attorney's fees, court costs and expert witness fees.
11.6. Headings. Section headings are not to be considered part of this Agreement and are included solely for convenience and reference and shall not be held to define, construe, govern or limit the meaning of any term or provision of this Agreement. References in this Agreement to a section shall be reference to a section of this Agreement unless otherwise stated or the context otherwise requires.
11.7. Interpretation. This Agreement is to be deemed to have been prepared jointly by the parties hereto, and if any inconsistency or ambiguity exists herein, it shall not be interpreted against either party, but according to the application of rules of the interpretation of contracts. Each Party has had the availability of legal counsel with respect to its execution of this Agreement.
11.8. Third Persons. Nothing in this Agreement, expressed or implied, is intended to confer upon any person other than the parties hereto any rights or remedies under or by reason of this Agreement.
11.9. Conflicts. In the event of any conflict between the terms or provisions expressed in this Agreement and any term or provision in any other alleged agreement, proposal or documents, the term or provision of this Agreement shall govern to the extent of the conflict.
11.10. No Inducements. No party or their respective officers, employees or agents have solicited or received from the other Party any sum, gift or gratuity or other thing of value as an inducement to securing or maintaining the performances hereunder.
11.11. Amendment. This Agreement may be amended (i) in a writing signed by both parties that expressly states that it is amending this Agreement, or (ii) as set forth in Section 6.4, if Affiliate keeps participating in the Affiliate Program after CIE modifies the Agreement.
11.12. Waiver. The failure of either party to require the performance of any obligation herein, or the waiver by either party of any breach condition, shall not prevent a subsequent enforcement of such obligation or constitute a waiver of any subsequent breach.
11.13. Severability. If any provision in this Agreement is held to be invalid or unenforceable, such provision will be amended to achieve as nearly as possible the objectives of, and the same economic effect as the original provision and all other provisions will remain in full force and effect.