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Terms and Conditions

 

INDEX:

  1. Definition

  2. Terms of Use

  3. Appointment as an Affiliate

  4. Grant and Nature of License

  5. Use of Intellectual Property and Marketing Material

  6. Virtu Citi LLC. s Obligations

  7. Affiliate Obligations

  8. Confidential Information

  9. Data Protection

  10. Money Laundering

  11. Commission

    1. Commission Schedule

  12. Termination

    1. Sale of Business

    2. Death of Affiliate

  13. Relationship of Parties

  14. Indemnity, disclaimers and Limitation of Liability

  15. Miscellaneous

 

RECITALS
1. Whereas:
1. Virtu Citi LLC. is the operator of the Affiliate Program; and
2. Affiliates may market and promote VIRTUAL SPREE store and CLEOS VIP ROOM by the Affiliate Program; and
3. These terms and conditions govern the relationship between Affiliates, the Affiliate Program and the Affiliate Programs Merchants.

  1. Definitions ( Top )

    1. In these terms and conditions the following words and expressions shall have the following meanings:

    2. 'Affiliate' shall mean a natural or juristic person that may or may not be associated with another as a parent, subordinate, subsidiary, or member who has registered and is accepted by Virtu Citi LLC. as an Affiliate of the Affiliate Program in terms of this Agreement;

    3. 'Affiliate Program' shall mean the affiliate program operated by Virtu Citi LLC.;

    4. 'Commission' means the commission as set out in the Commission Deals link in the top menu.

    5. 'Confidential Information' shall mean:

              1. Any information of whatever nature, which has been or may be obtained by the Affiliate from Virtu Citi LLC. and/or the Merchant and/or its Licensors, whether relating to Virtu Citi LLC. s or a Merchants information and whether in writing or in electronic form or pursuant to discussions between Virtu Citi LLC. , or which can be obtained by examination, testing, visual inspection or analysis, including, without limitation, scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, customer lists, price lists, studies, findings, computer software, inventions or ideas;
              2. Analyses, concepts, compilations, studies and other material prepared by or in possession or control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this definition and includes any dispute between the Affiliate and Virtu Citi LLC. or the Affiliate and a Merchant resulting from this Agreement;
    6. 'Copyright' for purposes of this agreement shall be limited to the existing and future copyright in the trade mark devices, logos, getup, trade dress, websites, Marketing Material and/or trading styles relating to, or incorporated in, the Merchants Websites.

    7. 'Customer' shall mean a person or entity that the Affiliate directs in any manner to a Merchant of Virtu Citi LLC. and who can be linked to the Affiliates Affiliate ID and who opens an account with such Merchant. By opening an account with a Merchant, that person or entity will become Virtu Citi LLC. s Merchant Customer and, accordingly, all Merchants rules, policies, and operating procedures will apply to them;

    8. 'Derivative Domain Name' shall mean any domain name which is not a Prohibited domain name, and which incorporates in whole, or in part, any of the Trade Marks.

    9. 'Derivative Website' shall mean a website established by the Affiliate, which incorporates in whole, or in part, any of the Intellectual Property;

    10. 'Fraudulent Activity' shall mean a deception which in the sole opinion of Virtu Citi LLC. is deliberately practiced by a Customer or an Affiliate in order to secure a real or potential, unfair or unlawful gain

    11. 'Intellectual Property' shall mean

      1. The Trade Marks; and

      2. The Copyright.

    12. 'IP Documentation' shall mean the written document(s) published by the Merchant and/or Virtu Citi LLC. from time to time on the Virtu Citi LLC. site containing:

    13. 'License' shall mean a non-transferable and non-exclusive right granted to the Affiliate by the Merchant to use the Intellectual Property only as is strictly necessary to adequately and effectively direct Customers to the respective Merchants Website/s, in accordance with the terms and conditions of this Agreement.

    14. 'Marketing Material' shall mean various forms of branded, creative material, including but not limited to, online banners, html and text mailers, promotional material and other online and offline marketing material which Virtu Citi LLC. may provide the Affiliate.

    15. 'Merchant' shall mean any operator of online businesses for whom Virtu Citi LLC. provides affiliate program services.

      1. Any breach by the Affiliate of any warranty, representation, or agreement contained in this Agreement;

      2. The performance of the Affiliates duties and obligations under this Agreement;

    16. 'Merchants Websites' are websites situated at, but not limited to, the following Urls:

      1. www.vegasvip.com

    17. 'Notice' shall mean a written document

    18. 'Parties' shall mean Virtu Citi LLC. , the Merchant and the Affiliate

    19. 'Prohibited Domain Name' shall mean a domain name, irrespective of territory or Top Level Domain (TLD), which is identical or confusingly similar to Virtu Citi LLC. , and/or the Merchants and/or the Merchants licensors trade and/or services marks and which the Affiliate is prohibited from registering, acquiring and/or using in any manner or form whatsoever.

    20. 'Virtu Citi LLC. ' shall mean Kingsbury Services as Virtu Citi LLC.

    21. 'Second-tier Affiliate' shall mean a person or entity that the Affiliate directs in any manner to Virtu Citi LLC. and who can be linked to The Affiliates Affiliate ID, which person or entity becomes an Affiliate of Virtu Citi LLC. ;

    22. 'Spam' means any electronic mail message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose).which is intentionally transmitted to multiple commercial electronic mail messages from or through a computer

    23. 'Agreement' shall mean this affiliate agreement, including the online application form, these terms and conditions and all appendices and annexures incorporated therein by reference, including all future updates and additions thereto.

    24. 'Trade Marks' for purposes of this agreement shall be limited to mean the trade mark applications and registrations listed in the IP Documentation, including equivalent and/or similar applications and registrations in all other countries, the goodwill and/or reputation which attaches to all the aforementioned, as well as the goodwill and/or reputation in the getup, trade dress and/or trading style which relate to or are associated with the registered and/or unregistered trade marks;

    25. 'Written /Writing' shall include e-mail

    26. 'Term' shall be the term of this Agreement, commencing on the activation of the Affiliates account (commencement date) and remaining in full force and effect until the Affiliates account is terminated in accordance with this Agreement (termination date).

  2. Terms of Use of this Agreement ( Top )

    1. An Affiliate must successfully comply with the provisions of Clause 3 of this Agreement prior to this Agreement coming into force and effect. The Affiliates successful application to become an Affiliate in the Affiliate Programme in terms of Clause 3 confirms the Affiliates acceptance of this Agreement and is subject to the Affiliates continued compliance with the terms and conditions of this Agreement.

    2. The Affiliate should be advised that many of the provisions of these Terms and Conditions are created and imposed for the benefit of the Merchant and or its Licensor, who has accepted all benefits so created and imposed.

  3. Appointment as an Affiliate ( Top )

    1. Virtu Citi LLC. shall evaluate the Affiliates application on submission thereof.

    2. Upon request from Virtu Citi LLC. , the Affiliate will provide Virtu Citi LLC. with:

      1. A list of Derivative Domain Names;

      2. Information on how these domain names are being used;

      3. Information on the quality of a Derivative website including but not limited to information about the websites content, and design;

      4. The Affiliates application information will be compared to the domain name registration information in a WHOIS database for those domain names identified in Clause 3.2.1 above;

      5. Information about the Affiliates area of focus including but not limited;

      6. The Affiliates preferred marketing methods; and

      7. The Affiliates target market.

    3. After submitting the information required in Clause 3.2, the Affiliate will be required to confirm the information provided on registration as well as any additional information provided in terms of clause 3.2.

    4. The Affiliate will provide proof of identification including, where possible, a government-issued identification number.

    5. The Affiliate must also provide Virtu Citi LLC. with its banking details for the payment of Commission.

    6. After having complied with Clause 3.1 to Clause 3.5 the Affiliate will be notified in a timely manner of Virtu Citi LLC. s acceptance or rejection thereof. The Affiliate acknowledges and agrees that the acceptance of his application depends on its compliance with the provisions of this Clause. The acceptance or rejection of any application made by an Affiliate is at Virtu Citi LLC. s sole discretion.

    7. Should Virtu Citi LLC. accept the Affiliates application the Affiliate will be granted a license in accordance with Clause 4 of this Agreement.

    8. The Affiliate hereby consents to Virtu Citi LLC. independently verifying any information provided to it by the Affiliate pursuant hereto and any other information provided to Virtu Citi LLC. by the Affiliate from time- to- time pursuant to a specific request by Virtu Citi LLC. for such information.

  4. Grant and Nature of License ( Top )

    1. Upon activation of the Affiliates account, and subject to this Agreement, particularly clause 6 hereunder, the Merchant hereby grants to the Affiliate the License for the Term. For the sake of clarity, in terms of the License the Affiliate is only permitted to:

      1. Acquire and use a Derivative Domain Name/s;

      2. Establish, host, publish and market a Derivative Website/s; and

      3. Acquire and use the Marketing Material for the exclusive benefit of the Merchant.

      4. The Affiliate shall not have the right to sub-license the Intellectual Property in any way whatsoever, either in whole or in part to any third party.

      5. Any right not specifically granted in terms of this Agreement is specifically reserved for the exclusive use of the Merchant and/or its licensors.

  5. Use of Intellectual Property and Marketing Material ( Top )

    1. 2.Prohibited Domain Names:

      1. The Affiliate may not register a Prohibited Domain Name.

      2. Should an Affiliate register a Prohibited Domain Name, and without prejudice to any legal remedy or right that the Merchant and/or its licensors may have in law, Virtu Citi LLC. and/or the Merchant shall be entitled to terminate this Agreement with immediate effect and claim transfer of the Prohibited Domain Name to the Merchant.

      3. A decision as to whether or not a particular domain name is a Prohibited Domain Name is left to the sole discretion of the Merchant. The Merchants decision in this regard will be final and binding on the Affiliate.

    2. Derivative Domain Names:

      1. The Affiliate may register and use one or more Derivative Domain Names.

      2. The Affiliate will furnish Virtu Citi LLC. with a written, accurate and complete list of Derivative Domain Names that the Affiliate has or intends to register, acquire or use. Any new additions or amendments to the Affiliates list of Derivative Domain Names will be communicated to Virtu Citi LLC. as soon as is reasonably possible.

      3. The Affiliate recognizes and accepts that Derivative Domain Names will at all times remain the beneficial property of the Merchant and/or its licensors and in this regard agrees to hold the Derivative Domain Name in Trust on behalf of the Merchant for the Term. On expiry of the Term the Affiliate will transfer, or cause to be transferred, all Derivative Domain Names to the Merchant, or an entity duly nominated by the Merchant in writing, without delay.

      4. In order to comply with the provisions of clause 6.2.3, the Affiliate hereby undertakes to sign and/or complete any and all documents or procedures, and do all things necessary to facilitate the speedy and proper transfer of all Derivative Domain Names to the Merchant, or an entity duly nominated by the Merchant in writing.

      5. All rights or advantages, and without limitation goodwill, that may arise due to the use of the Derivative Domain Name will accrue for the sole benefit of theMerchant and its licensors.

      6. Should the Affiliate no longer require a particular Derivative Domain Name, the Affiliate will, in a timely manner prior to the URL expiring, inform Virtu Citi LLC. of its intention not to pay the renewal fee, and will if requested to do so by Virtu Citi LLC. , provide all necessary assistance to transfer the Derivative Domain Name to the Merchant, or an entity duly nominated by the Merchant in writing, without delay.

      7. Without exception, a Derivative Domain Name may only be used for the following purposes:

        1. To resolve to the respective Merchants Website; or

        2. To resolve to a Derivative Website; on condition that:

          1. If the Affiliate is marketing and promoting only one of the Merchants Websites, the Affiliate may only market and promote the particular Merchant Website corresponding with the Derivative Domain Name;

          2. If the Affiliate is marketing and promoting more than one of the Merchants Websites the Affiliate shall give prominence to the Merchant Website corresponding with the Derivative Domain Name;

          3. The Derivative Website does not market and/or promote competitor brands or products.

      8. Virtu Citi LLC. and/or the Merchant reserve the right, in their sole discretion, to terminate this Agreement with immediate effect and claim transfer of the Derivative Domain Name to the Merchant if the Affiliate, its agent or nominee does not strictly adhere to the provisions of clause 6.2.7.

      9. A decision as to whether or not a Derivative Domain Name is a Prohibited Domain Name is left to the sole discretion of the Merchant. The Merchants decision in this regard will be final and binding on the Affiliate.

        1. Derivative Websites and Marketing Material

          1. If the Affiliate elects to establish and promote a Derivative Website, the Affiliate will ensure that the Derivative Website complies in all aspects with the guidelines published in the IP Documentation as may be updated from time-to-time. Without limiting the general nature of this responsibility, the Affiliate will ensure that the Intellectual Property will accurately reflect any and all amendments, enhancements and additions as outlined in the IP documentation or as officially applied to the respective Merchant Website.

          2. Regarding the establishment, operation and maintenance of Derivative Website, the Affiliate will be solely responsible for:

              1. The development, operation, and maintenance of the website;

              2. The content of its website; and

              3. Ensuring, amongst others, that any and all content posted on the website, including, but not limited to, images, graphics, data and text, are not libellous or otherwise illegal.

          3. A decision as to whether or not the Affiliate is complying with its responsibilities in terms of this clause is left to the sole discretion of the Merchant. The Merchants decision in this regard will be final and binding on the Affiliate, and if necessary the Affiliate will take all necessary action prescribed by the Merchant or its designated agent to remedy the situation, failing which the Merchant shall be entitled to terminate the Agreement with immediate effect.

          4. The Affiliate undertakes to use its best endeavours to ensure that the reputation, goodwill and proprietary rights that vests in the Intellectual Property are protected, maintained and wherever possible, enhanced for the ultimate benefit if the Merchant and its licensors.

          5. Marketing Material

            1. Upon activation of the Affiliates account, the Affiliate shall be provided access to the Intellectual Property and the Marketing Material via the Virtu Citi LLC. website, newsletters and account relationship managers.

            2. Without derogating from the Affiliates other obligations in terms of the Agreement, the Affiliate agrees to:

              1. Procure and utilize new and updated Intellectual Property and or Marketing Material forthwith after it is made available to the Affiliate by Virtu Citi LLC. and/or the Merchant.

              2. The Affiliate shall, when using the Intellectual Property and Marketing Material, cause them to be reproduced and applied exactly and accurately and shall use them in accordance with the specifications and directions laid down by the Merchant from time-to-time (whether in the IP Documentation or otherwise).

              3. A decision as to whether or not the Affiliate is complying with its responsibilities in terms of this clause is left to the sole discretion of the Merchant. The Merchants decision in this regard will be final and binding on the Affiliate, and if necessary the Affiliate will take all necessary action prescribed by the Merchant or its designated agent to remedy the situation, failing which the Merchant shall be entitled to terminate the Agreement with immediate effect.

              4. The Affiliate may design its own Marketing Material for the sole purpose of directing Customers to the Merchants Websites, subject to the following terms and conditions:

                1. The Affiliate will strictly adhere to the instructions and guidelines as set out in the IP Documentation pertaining to the use and application of the Intellectual Property. If the use and/or application of any of the Intellectual Property is not specifically dealt with in the IP Documentation, then prior to the Intellectual Property being used, the Affiliate shall first obtain Virtu Citi LLC. s prior Written approval or instructions on how to proceed.

                2. The Affiliate will furnish Virtu Citi LLC. , upon Written request, with such information and reports, including but not limited to samples of any marketing material, as may be required by Virtu Citi LLC. in connection with the Affiliates use of the Intellectual Property; and

                3. Any proposed changes to the Intellectual Property or Marketing Material that the Affiliate may wish to make (and then only in terms of the guidelines laid down in the IP Manuals) shall be submitted to Virtu Citi LLC. for prior written approval prior to the use or publication thereof.

          6. General

            1. The Affiliate acknowledges that the Intellectual Property will at all times remain the property of the Merchant and/or its licensors. The Affiliate acknowledges that it has no claim or right of whatever nature in and to the Intellectual Property, other than those provided in terms of the License.

            2. The Affiliate will not do or cause to be done any act or thing contesting, or in any way impairing or tending to impair, any part of the Merchants or the Merchants licensors rights, title and interest in and to the Intellectual Property

            3. The Affiliate shall not in any way represent that it has any rights of any nature in the Intellectual Property, other than those that it enjoys in terms of this Agreement

            4. The Affiliate will take all reasonable steps to ensure that its employees, agents, contractors or representatives are made aware of its obligations in terms of the Agreement and that it can give full effect to such obligations.

            5. The Affiliate shall, as soon as it becomes aware thereof, give Virtu Citi LLC. , in Writing, full particulars of any use or proposed use by any other person, firm or company, of a trade name, trade mark or get-up of goods or mode of promotion or advertising or any element of the Intellectual Property, which amounts or might amount either to infringement of the Merchants rights in relation to the Intellectual Property or to any other form of passing-off.

            6. If the Affiliate becomes aware that any other person, firm or company alleges that the Intellectual Property is invalid or that use of the Intellectual Property infringes any rights of another party or that the Intellectual Property is otherwise attacked or attackable, the Affiliate will immediately give Virtu Citi LLC. full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof.

            7. The Merchant and/or its licensors shall have the sole conduct of all proceedings relating to the Intellectual Property and will in their sole discretion decide what action, if any, to take in respect of any infringement or alleged infringement of the Intellectual Property or passing-off or any other claim or counterclaim brought or threatened in respect of the use or registration of the Intellectual Property. The Affiliate shall not be entitled to bring or defend any action for infringement of the Intellectual Property, and the Merchant and/or its Licensors shall not be obliged to bring or defend any proceedings in relation to the Intellectual Property if they decide in their sole discretion not to do so

            8. The Merchant and/or its licensors will throughout the subsistence of this Agreement, at their own expense, maintain all Intellectual Property registrations in force and shall pay all renewal and any other fees necessary for this purpose. Should any of the Intellectual Property lapse or be held to be invalid for whatever reason, this License will continue in respect of the remainder of the Intellectual Property.

  6. Virtu Citi LLC. s Obligations ( Top )

    1. Virtu Citi LLC. will register Customers and track their purchases and their play where appropriate. The Merchant has the right to refuse Customers (or to close their accounts) if necessary, to comply with any requirements that they may periodically establish.

    2. Virtu Citi LLC. will provide the Affiliate with such Marketing Material as is strictly necessary to market and promote the Merchants Websites and Products.

    3. Virtu Citi LLC. will track Customers' purchases and, in respect of certain of the Merchants Brands, Customers wins and losses and will provide reports summarizing their activity. Notwithstanding this, the form, content and frequency of the reports may, at Virtu Citi LLC. s discretion, vary from time to time. Virtu Citi LLC. will provide the Affiliate with remote online access to reports of Customer activity and the commission generated. To gain access the Affiliate will need to use the Affiliates Affiliate Username and Password as provided to the Affiliate by Virtu Citi LLC. .

    4. Virtu Citi LLC. will facilitate payment of Commission from the Merchant to the Affiliate based on income Virtu Citi LLC. s Merchants earn from purchases and play from the Affiliates Customers after they open an account with the Merchant. Payment shall only be made to the Affiliate once Virtu Citi LLC. has received payment from the Merchant. Virtu Citi LLC. , reserves the right to deduct any fraudulent and / or refund transactions directly or indirectly related to its customers activities. Virtu Citi LLC. reserves the right to change payment terms at any time and for any reason. See paragraph 12 below in relation to Commission.

  7. Affiliate Obligations ( Top )

    1. By applying to be registered as an Affiliate of the Affiliate Program, the Affiliate warrants that:

      1. The information the Affiliate provides Virtu Citi LLC. on registration is complete, valid and honest;

      2. In the event the Affiliate is a juristic person, the person submitting the application has the full right, power and authority to enter into this Agreement on behalf of such entity; and

      3. The execution of this Agreement by such person, and the performance by the Affiliate of the Affiliates obligations and duties hereunder, do not and will not violate any agreement to which the Affiliate are a party or by which the Affiliate are otherwise bound.

    2. The Affiliate hereby accepts the appointment as Virtu Citi LLC. Affiliate in terms of Clause 3 above. The Affiliate acknowledges that this Agreement does not grant the Affiliate an exclusive right or privilege to assist Virtu Citi LLC. in the provision of services arising from the Affiliates referrals. The Affiliate shall have no claims to Commissions or other compensation on business secured by or through persons or entities other than the Affiliate.

    3. The Affiliate will not knowingly benefit from known or suspected traffic not generated in good faith, whether or not it actually causes damage to Virtu Citi LLC. , its Merchants, its Licensor or Affiliates. Virtu Citi LLC. , its Merchant and/or its Licensor has and reserves the right to terminate this Agreement immediately should such activity arise through a person directed to Virtu Citi LLC. or its Merchants Websites via the Affiliates link and to withhold the Commissions payable to the Affiliate at any time irrespective of whether such mentioned traffic was directed from the Affiliates link with or without the Affiliates knowledge.

    4. In the giving of effect to this Agreement the Affiliate may not, either directly or indirectly, be a party to the generation, processing, dissemination or the like of Spam.

      1. Any form of Spam will result in the Affiliates account being placed under review and all funds due to the Affiliate being withheld pending an investigation. If the Merchant and/or its Licensor incur expenses and/ or damages in dealing with Spam generated mail or being blocked by third party Internet Service Providers these same expenses and/ or damages will be deducted from the Affiliates account should the Merchant and/or its Licensor seek recourse against Virtu Citi LLC. . If this occurs, the amount of such expenses and/ or damages as determined by a Merchant and/or its Licensor will be deemed fair and final and acceptable to the Affiliate. Should these expenses and/ or damages not be covered by funds in the Affiliates account Virtu Citi LLC. has the right to investigate other alternative means for obtaining payment, for example: should the Affiliates account have generated purchasing accounts Virtu Citi LLC. will hold payment of commission for these accounts until such a time as the account for expenses and/ or damages has been cleared. Should the Affiliates account not be active nor be generating profit through commission payments Virtu Citi LLC. shall have the right to demand payment from the Affiliate.

      2. Should the Affiliate require more information regarding Virtu Citi LLC. s Spam policy, please contact Virtu Citi LLC. in writing.

      3. Should the Affiliate wish to report any incidences of Spam, please contact Virtu Citi LLC. in writing.

      4. Should Virtu Citi LLC. ever face any federal, local or international law engagements and / or accusations and / or damage claims of any type which are related, directly or indirectly to the affiliate activities carried out during or after termination of this agreement, Virtu Citi LLC. reserves the right to endow full responsibility for such to the affiliate.

  8. Confidential Information ( Top )

    1. Except as otherwise provided in this Agreement or with the consent of any other parties hereto, all parties agree that all information, including, but not limited to, the terms of this Agreement, business information and technology concerning Virtu Citi LLC. or the Affiliate, respectively, or any of Virtu Citi LLC. s Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Affiliates.

    2. During the term of this Agreement, the Affiliate may be entrusted with Confidential Information relating to the business, operations, or underlying technology of Virtu Citi LLC. s Merchants and/ or the Affiliate Program (including, for example, Commission earned by the Affiliate under the Affiliate Program). The Affiliate agrees to neither disclose nor allow unauthorized use of the Confidential Information by third persons or outside parties unless the Affiliate has Virtu Citi LLC. s prior written consent and that the Affiliate will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. The Affiliates obligations with respect to Confidential Information shall survive the termination of this Agreement. An Affiliate may not be a party ( whether directly or indirectly) to any Fraudulent Activity

    3. Within 3 (THREE) months after the termination of this Agreement, for whatever reason, the recipient of Confidential Information shall return same or at the discretion of the original owner thereof, destroy such Confidential Information, and shall not retain copies, samples or excerpts thereof.

  9. Data Protection ( Top )
    1.The Affiliate shall comply with any relevant data protection laws in the jurisdiction in which The Affiliate are domiciled and any jurisdictions in which The Affiliate operate.

  10. Money Laundering ( Top )

      1. The Affiliate may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities.

      2. It is recorded that some jurisdictions in which Virtu Citi LLC. operates have strict laws on money laundering that may impose an obligation upon Virtu Citi LLC. to report The Affiliate to the federal or local authorities within such jurisdictions if Virtu Citi LLC. know, suspect or have reason to suspect that any transactions in which the Affiliate are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Affiliate Program or Virtu Citi LLC. s Merchants to facilitate criminal activity.

      3. If Virtu Citi LLC. has any knowledge or suspicion envisaged above it may:

        1. Immediately suspend, deregister or terminate the Affiliates membership of the Affiliate Program; and/or

        2. Immediately suspend, deregister or terminate the Affiliates membership of the Affiliate Program; and/or

        3. Virtu Citi LLC. reserves the right to report the Affiliate to the aforementioned federal or local authorities should Virtu Citi LLC. , at its absolute discretion, determine that it is obliged, by law, to do so.

  11. Commission ( Top )

    1. Restrictions

      1. The Affiliate is restricted to one Affiliate account only;

      2. The Affiliate shall not earn Commission on the Net Win and of any Second-tier Affiliate if, in the case that the Affiliate is a juristic entity, they are the Affiliates employee, director, shareholder or agent or, in the case that the Affiliate is a natural person, they are the Affiliates employee, agent or direct family member;

      3. Shall not earn Commission on the Net Win on the Affiliates own Customer Account nor on the Customer Account/s of the Affiliates employees or direct family members.

      4. If the Affiliate or the Affiliates employees sign up as a Customer at one of Virtu Citi LLC. Merchants Brands, Virtu Citi LLC. shall have the right to terminate this Agreement.

    2. Please see the Commission Plans Page of this website which sets out the choice, selection, calculation and certain payment aspects of Commission, these explanations are specifically incorporated herein by reference.

    3. Virtu Citi LLC. has and reserves the right to pass on any financial costs to the Affiliates account that Virtu Citi LLC. may incur due to fraudulent and / or spam and / or other compromising activity by the Affiliate, the Affiliates employees and/ or Customers/ players whom the Affiliate, as Affiliate, have introduced to the Merchant.

    4. If Virtu Citi LLC. (in its sole and unfettered discretion) determines that an Affiliate is abusing their Commission Model so as to unfairly gain an advantage, Virtu Citi LLC. may withhold any Commissions due to such Affiliate and change the Affiliates Commission Model to the Classic Commission Model.

    5. Virtu Citi LLC. will process the Commission earned by the Affiliate in the previous calendar month by the tenth working day of the following month. Virtu Citi LLC. shall not be liable to the Affiliate in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising.

    6. Payment shall be made by Virtu Citi LLC. to the Affiliate by way of the method and currency selected by the Affiliate on registration.

  12. Termination ( Top )

    This Agreement can be terminated by Virtu Citi LLC. at any time should the Affiliate fail to comply with its obligations in accordance with this Agreement.

    Notice of termination shall be given in writing by either Party to the other. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.

    All rights and licenses granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate must immediately remove any reference to Virtu Citi LLC. and its Merchants or Merchants Websites, Brands or Products from its site and disable any links from its site to same. In particular, the Affiliate shall immediately remove access to any Derivative Website established by it.

    Upon termination for reasons other than breach of this Agreement by the Affiliate, the Affiliate shall continue to be entitled for a period of one year to receive Commission on the terms and conditions as specified herein.

    Virtu Citi LLC. may withhold the Affiliates final six monthly payments for up to three months each to ensure that the correct amount has been calculated and paid.

    If Virtu Citi LLC. continues to permit activity (generation of revenue) from Customers directed by the Affiliate after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.

    The Affiliate will return to Virtu Citi LLC. any and all Confidential Information and/ or Customer Information, including all copies in the Affiliates possession, custody and control and will cease all uses of any of the Intellectual Property. The Affiliate will take immediate steps to transfer ownership to the Merchant, of each Derivative Domain Name established by the Affiliate, at the Merchants cost, not exceeding that incurred by the Affiliate on registering the Derivative Domain Name.

    The Affiliate, Virtu Citi LLC. and Virtu Citi LLC. s Merchants and their electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate the Affiliate from any liability arising from any breach of this Agreement that occurred prior to termination.

    Virtu Citi LLC. MAY TERMINATE THIS AGREEMENT IF IT IS DETERMINED AT Virtu Citi LLC. S SOLE DISCRETION THAT THE AFFILIATES SITE IS UNSUITABLE. Unsuitable sites are, inter alia, but not limited to, those sites that are aimed at children, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights, or actively seek to target residents of France, United States, Curacao, or are otherwise considered by Virtu Citi LLC. to bring Virtu Citi LLC. or its Merchants into disrepute or prejudice the interests of Virtu Citi LLC. or its Merchants in any way.

    1. Sale of Business ( Top )

      1. Virtu Citi LLC. recognizes that an Affiliate may wish to sell his/ her/ its Affiliate business to a third party. Virtu Citi LLC. requires an Affiliate to recognize and respect that the personal qualities, probity and background of Virtu Citi LLC. affiliates is vital to Virtu Citi LLC. decision to accept a person as an Affiliate of the Affiliate Program.

      2. If an Affiliate wishes to sell or otherwise dispose of the shares or assets of his/ her/ its Affiliate business to a third party (or conclude any transaction of a similar nature with a third party that will result in an effective change in control of his/ her/ its Affiliate business) the Affiliate shall be required, prior to completing the sale, disposal or transfer, to:

        1. Give Virtu Citi LLC. no less than 30 (thirty) days prior written notice of such intention, simultaneously provide such details as Virtu Citi LLC. may request (which shall include, but not be limited to, the selling Affiliates Affiliate ID and full details of the intended purchaser (including their banking details and, if they are already an Affiliate of the Affiliate Program, their Affiliate ID) and furnish Virtu Citi LLC. with an irrevocable consent and authority to pay the selling Affiliates Commission, after the sale is completed, to the purchaser.

        2. Make the deed of sale subject to the suspensive condition that Virtu Citi LLC. approve such purchaser as an Affiliate of the Affiliate Program and that such intended purchaser shall, subject to Virtu Citi LLC. approval (at Virtu Citi LLC. sole discretion) join the Affiliate Program.

        3. If Virtu Citi LLC. rejects the intended purchaser as an Affiliate of the Affiliate Program and the selling Affiliate nevertheless decides to proceed with the sale, Virtu Citi LLC. shall terminate this Agreement insofar as it relates to the selling Affiliate, the business sold and/ or the purchaser.

    2. Death of Affiliate ( Top )

      1. In the event of an Affiliates death, Virtu Citi LLC. shall require that the executor of the deceased Affiliates estate (or similarly charged person) furnishes Virtu Citi LLC. with certified copies of their authority to act on the deceased Affiliates estates behalf, the deceased Affiliates death certificate and proof of the deceased Affiliates beneficiary’s identities.

      2. The Affiliate hereby agrees that Virtu Citi LLC. shall be obliged to pay his/ her estate and/ or beneficiaries:

        1. Only once Virtu Citi LLC. has received the information required in Clause 13A.2.1 above; and

        2. Any sums that may have accrued to the deceased Affiliate as Commission prior to his/ her death (or would otherwise accrue thereafter) for a period of 12 (twelve) months after his/ her death. The Affiliate hereby waives (on his/ her behalf and on behalf of his/ her estate, heirs, beneficiaries, successors or assigns) any rights that he/ she (or they) may have to any further sums of money and/ or Commission under this Agreement.

  13. Relationship of Parties ( Top )

    1. The Affiliate and Virtu Citi LLC. are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. The Affiliate shall have no authority to make or accept any offers or representations on Virtu Citi LLC. , and its subsidiaries, affiliates, associates and partners behalf. The Affiliate shall not make any statement, whether on the Affiliates site or otherwise, that conflicts with this Clause.

    2. The Affiliate will not be treated as an employee with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Acts, or any other federal, state, or local statute, ordinance, rule, or regulation of any country whatsoever similar in purpose to the aforementioned Code and Acts.

    3. The Affiliate shall not make any claims, representations, or warranties in connection with Virtu Citi LLC. or its Merchants and the Affiliate shall have no authority to, and shall not, bind Virtu Citi LLC. or its Merchants to any obligations outside of this Agreement, unless agreed to in writing by either Virtu Citi LLC. or its Merchants.

  14. Indemnity, disclaimers and Limitation of Liability ( Top )

    1. The Affiliate shall defend, indemnify, and hold Virtu Citi LLC. and its Merchants and their electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with:

      1. Any breach by the Affiliate of any warranty, representation, or agreement contained in this Agreement;

      2. The performance of the Affiliates duties and obligations under this Agreement;

      3. The Affiliates negligence; or

      4. Any injury caused directly or indirectly by the Affiliates negligent or intentional acts or omissions, or the unauthorized use of Virtu Citi LLC. s banners and link or this Affiliate Program.

    2. Further, the Affiliate will indemnify and hold Virtu Citi LLC. harmless from all claims, damages, and expenses (including, and without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of the Affiliates site.

    3. Virtu Citi LLC. makes no express or implied warranties or representations with respect to the Affiliate Program, Virtu Citi LLC. or Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Virtu Citi LLC. makes no representation that the operation of its site (including service and tracking) will be uninterrupted or error-free. Virtu Citi LLC. will not be liable for the consequences of any such interruptions or errors.

    4. Virtu Citi LLC. will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Program, even if it has been advised of the possibility of such damages. Further, Virtu Citi LLC. s aggregate liability arising with respect to this Agreement and the Program shall not exceed the total Commission paid or payable by Virtu Citi LLC. to the Affiliate under this Agreement. Virtu Citi LLC. s obligations under this Agreement do not constitute personal obligations of its directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.

  15. Miscellaneous ( Top )

    1. This Agreement will be governed by the laws of Gibraltar, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in Cyprus and the Affiliate irrevocably consents to the jurisdiction of its courts.

    2. Both Parties shall give each other their mutual support in the giving of effect to the spirit, purport and object of this Agreement.

    3. The Affiliate may not assign this Agreement, by operation of law or otherwise, without Virtu Citi LLC. s prior written consent. Subject to that restriction, this Agreement will be binding on, enure to the benefit of, and enforceable against the Affiliate and Virtu Citi LLC. and the Affiliates and Virtu Citi LLC. s respective successors and assigns.

    4. Virtu Citi LLC. s failure to enforce the Affiliates strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of Virtu Citi LLC. s right to subsequently enforce such provision or any other provision of this Agreement.

    5. Virtu Citi LLC. s rights and remedies hereunder shall be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. The Affiliate acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of Virtu Citi LLC. s rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that Virtu Citi LLC. s respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

    6. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

    7. This agreement will stay in effect for so long as Virtu Citi LLC. makes this service available, unless this agreement is terminated prior thereto in terms of clause 13 above.

    8. Virtu Citi LLC. may amend, alter, delete, interlineate or add to any of the terms and conditions contained in this Agreement or the Commission Schedule at any time and at Virtu Citi LLC. s sole discretion, by posting a change notice or a new agreement on its site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Commissions, fee schedules, payment procedures, and referral program rules.

    9. Any amendments, alterations, deletions, interlineations or additions to this Agreement or the Commission Schedule shall be effective immediately upon notice, which may be provided to the Affiliate via e-mail or by display on the Virtu Citi LLC. website (hereinafter, “Notice”). The Affiliates use of the Virtu Citi LLC. website and/ or continued marketing of the Merchants websites after such Notice is given to the Affiliate will be deemed acceptance of such amendments, alterations, deletions, interlineations or additions or the new Agreement or Commission Schedule should this Agreement or the Commission Schedule be replaced in its/ their entirety. Be sure to review this Agreement and the Commission Schedule periodically to ensure familiarity with its most current version.

    10. NO PURPORTED MODIFICATIONS, AMENDMENTS, ALTERATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT OR THE COMMISSION SCHEDULE BY THE AFFILIATE ARE PERMITTED OR WILL BE RECOGNIZED BY Virtu Citi LLC. None of Virtu Citi LLC. s employees, officers or agents may verbally alter, modify or waive any provision of this Agreement or the Commission Schedule.

    11. The Parties agree that the Merchant and its Licensor shall be a Third Party to this Agreement in terms of the Contracts (Rights of Third Parties) Act 1999. The Affiliate acknowledges that it is aware that the Merchant and its Licensors are relying on the provisions of this Agreement and promises made by the Affiliate. Accordingly the Merchant and its Licensors may enforce the provisions of this Agreement as if it were a party hereto.