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Ace High Partner Program Agreement

YOU HEREBY AGREE TO BE LEGALLY BOUND BY THE TERMS BELOW BY ACCEPTING THIS AGREEMENT, USING THE SITE, AND MARKETING THE PROGRAM.

Ace High Partner Program Agreement (“Agreement”) is effective as of the Effective Date by and between Ace High Private Limited, with the office registered at M-129, Guru Harkishan Nagar, Paschim Vihar, New Delhi, and the entity executing or otherwise accepting this Agreement as a Partner Program Affiliate of Ace High (“Affiliate”).

Capitalized terms used but not otherwise defined herein shall have the definitions set forth herein below. This Agreement is also subject to our Terms of Use, and Privacy Policy, which is incorporated herein with reference to _LINK TERMS OF USE_ and _LINK PRIVACY POLICY_, and with which you must comply at all times.

It is hereby referred to these Terms & Conditions as the “Terms”. References to “we” or “us” or "our" or “Ace High” are references to Ace High Private Limited, a company incorporated and existing under the laws of India and whose details are set out in the Terms, but also include references to any other of our group companies who from time-to-time may be involved in the operation of our "www.acehighpoker.net" website or brands. References to “you” or “your” are references to the person who applies to join the Ace High Partner Program and indicate their agreement to these Terms and their wish to participate in the Ace High Partner Program.

1. Definitions and Interpretation

1.1. “Affiliate” shall mean the natural and/or legal person who has registered and is accepted by Ace High as an affiliate of the affiliate program in terms of this Agreement

1.2. “Affiliate Account” shall mean the technical reporting and tracking interface set up for the use of the affiliate to monitor performance and access marketing materials

1.3. “Agent” shall mean an affiliate partner that operates as an agent, who recruits new leads for the Ace High Partner Program using the Agent Affiliate link from their affiliate account

1.4. “Club” shall mean a group of people also to be referred to as “leads” managed by an individual/agent

1.5. “Club Agent/Manager” shall mean an internet user who establishes a Club

1.6. “Club Member” means, with respect to a Club, an Ace High account holder who is a member of a Club but is not the Club Manager or Club Agent

1.7. “Member/User Account” shall mean a personal player account on Our Site(s) that has been opened in accordance with the applicable Terms & Conditions governing access to and use of the Website

1.8. “Ace High Partner Program Site” shall mean the site located at LINK or such other URL as may be designated by us from time to time

1.9. “Tracker/Regulator” shall mean the unique tracking hyperlink (URL) to the Website provided by us to the Agent for the purposes of tracking the number of successful User Accounts/Leads that are opened and calculating the amount of applicable Commission due to you in accordance hereof

1.10. “Rake” shall mean a portion of winnings that hosts take from their cash poker games to cover their costs of facilitation

1.11. “Affiliate Code” means, for the purpose of inviting other and /or new account holders/Leads to join a Club as Members, (1) its Club ID; and (2) a unique identifier associated with that Club

1.12. “Leads” shall mean with respect to revenue share trackers, a "Lead" is a distinct Member who, during the term of this Agreement, has:

i. registered to open a new Ace HighPoker account with the Sites;

ii. not previously opened an account with the Sites;

iii. had his/her account registration details adequately validated and approved by the Company;

  • iv. joined your Club via:
  • accessing the Site directly through a Link which is published by you on your Affiliate Website(s) or otherwise distributed by you in accordance with this Agreement;
  • entering an Invite Code during the Ace HighPoker account registration;
  • entering your Club ID / an Invite Code in the ‘Search’ tab on the Sites;
  • deposited to that account or received via in-app transfer an amount at least equal to the minimum deposit limit required for the Sites;

2. Engagement as an Ace High Partner Program Agent

2.1. The Company reserves the right to refuse any Partner Program Affiliate application at its sole and absolute discretion.

2.2. Partner Program Affiliate Application and Enrolment

2.2.1. To become an affiliate within the Partner Program, you will have to complete Ace High Poker account registration (_LINK_) and verify your account via Know-Your-Customer (KYC), the successful completion of which will automatically qualify you as a partner program affiliate (the "Application"). The Company may request your personal information in order to evaluate your Application. In its sole discretion, the Company may reject your Application to the Partner Program Affiliate at any time for any reason. This Agreement shall terminate automatically upon notification of any rejection to you.

2.2.2. Please note that our acceptance or rejection of your application is entirely at our discretion and we have no obligation to accept any application nor shall we have any liability to you or anyone else in relation to any applications that we choose to reject. We reserve the right at our sole discretion to – either: (i) accept your application; (ii) reject your application; or (iii) request further information from you, reserving the right to accept or reject your application at a future date.

2.2.3. The Company reserves the right to perform background checks on you and request any relevant documentation from you in evaluating your Application for any reason, including (but not limited to) verifying your identity, personal history, your financial transactions, and financial standing. The Company is under no obligation to advise you that such an investigation is taking place. Such activities may include the use of specific third-party companies, who perform the investigations as required. The Company may reject your application as such an investigation provides a negative or uncertain conclusion

2.2.4. The documents requested by the Company will typically include an identity card and proof of address. If you fail to provide documents requested by the Company or if the Company suspects that you have tampered with any documents provided (or attempted to mislead or misrepresent in any other way), it may reject your Application. The Company shall be under no obligation to accept such documents as valid, and under no obligation to provide feedback on the exact nature of the Company’s findings with regards to these documents.

2.2.5. Agent may be assigned a referral code or URL that is specifically linked to Affiliate in conjunction with this Agreement (both referred to herein as an “Affiliate Code”). An agent may share its Affiliate Code with prospective leads and if a prospective lead uses the Affiliate Code during their account registration, and Ace High accepts the Affiliate Code associated with the registration, such prospective lead will be deemed a member with respect to the agent’s club. Ace High may reject any Affiliate Code related to registration if the prospective client is (a) a current member of Ace High, or (b) has been actively recruited by Ace High or another partner of Ace High

2.3. Territorial licensing restrictions - in conducting your promotional activities under these Terms you will comply with any jurisdictional limitation applying to Our Site(s) which are imposed under the various gambling license(s) applicable to Our Site(s), including only promoting any of Our Site(s) which are targeted at and licensed by a particular jurisdiction to the residents of that jurisdiction.

2.4. Post-Acceptance Terms;

2.4.1. Once you are accepted to the Partner Program Affiliate, the Company will make available to you button links, text links, and other content as determined by the Company which will be associated with you on the Company’s system, all of which shall relate to and link specifically to the Sites (collectively referred to hereinafter as the "Links"). You may display such Links on your Affiliate Website(s) provided that you:

(i) only do so in accordance with the terms of this Agreement; and

(ii) possess the legal right to use the Affiliate Websites in relation to the Partner Program Affiliate.

2.4.2. You agree that you will cooperate fully with the Company in order to establish and maintain the Links on the Affiliate Websites.

2.4.3. You further agree to promptly comply if Company requests any change to your use and positioning of the Links and/or Licensed Materials or cease using the Links and/or Licensed Materials.

2.4.4. In addition to your use of the Links, from time to time you may promote the Sites by publishing bonus codes for special offers or promotions, subject to having received the prior written consent of the Company. You may only publish bonus codes in accordance with the guidelines provided by the Company.

2.4.5. You will immediately comply with all of the Company’s instructions which may be notified to you from time to time regarding the use and placement of the Links, Licensed Materials and bonus codes, and your marketing of the Sites in general.

3. Commission

3.1. Subject to your compliance with these Terms, we will pay you a Commission which shall consist of the following;

  1. Revenue Share Commission; or
  2.  
  3. other agreed form of commission, in each case as we confirm to you when we confirm our acceptance of your Application Form to join the Ace High Partner Program (the "Commission"). You agree that:

    i. if the form of Commission that you receive from us is Revenue Share Commission., you will generate a minimum of five (5) clients/leads to join the Ace High Partner Program;

    ii. any Revenue Share Commission due to you in relation to your client player’s poker activity shall be limited to that client/lead player’s poker activity on our Site only;

  4.  

3.2. Please note the provisions of Clause 11 below which makes clear that your right to receive Commission ceases when these Terms are terminated or come to an end.

4. Payment

4.1. During the Term as consideration for any and all efforts by Agent to promote the partner program hereunder, Ace High will pay Agent Affiliate a fee as set forth on the Affiliate Site _LINK PARTNER PROGRAM_ received by Ace High from Leads each month during the Term (the “Commission”), payable directly to the agent affiliated’s Ace High Account as and when the applicable Net Fees are received by Ace High.

4.2. Agent further agrees to provide Ace High with all appropriate tax identification information that Ace High requires to ensure Ace High’s compliance with applicable tax regulations.

4.3. For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.

4.4. You further agree that whilst you are at liberty to offer or provide any incentive in any form whatsoever (explicit or implicit, financial or otherwise) via email, website publication, or via any other media (online or offline) to any of your generated leads through Commission and/or rake earned by you, as an agent, you acknowledge and agree that the Company shall not be liable to you for any amounts related to revenues generated from activity by your club member(s). The Commission received by you may be based on the numbers of Leads generated by you and linked to the commission scheme agreed between you and your upline and shall not be determined by the company’s commission scheme, thereby, discharging the company from any financial liability incurred by and between you and your club members.

5. Relationship of Parties

You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

6. Representations and Warranties

You hereby represent and warrant to the Company that:

(i) you have accepted the terms and conditions of this Agreement, which creates legal, valid, and binding obligations on you, enforceable against you in accordance with their terms;

(ii) all the information provided by you in your Application is true and accurate;

(iii) your entering into, and performing of your obligations under, this agreement will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (a) the provisions of any agreement to which you are a party or (b) any order, judgment or decree applicable to you or binding upon your assets or properties or (c) (if you are a corporation or partnership with legal personality) your Memorandum and Articles of Association or partnership agreement or the equivalent in the jurisdiction in which you have been constituted or (d) breach Applicable Laws;

(iv) you have, and will have throughout the term of this Agreement, all approvals, permits, and licenses (which includes but is not limited to any approvals, permits, and licenses necessary from any applicable Regulator) required to enter this Agreement, participate in the Partner Program Affiliate or receive payment under this Agreement;

(v) (if you are an individual) you are an adult of at least 18 years of age;

(vi) (if you are a corporation or partnership with a legal personality) you are in good standing in the jurisdiction in which you have been constituted;

(vii) There is no pending or, to the best of your knowledge, threatened claim, action or proceeding against you and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding;

(viii) you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any Applicable Laws.

7. Tax and Finances

7.1. The Agent shall be solely responsible for the payment of any income or similar taxes or related payments imposed or levied by any applicable jurisdiction or any governmental authority therein or thereof on any amounts paid by Ace High to the Agent under this Agreement, including the applicable Commission and the Agent indemnifies Ace High and shall keep Ace High fully and effectually indemnified from and against any liability or expense in connection with such taxes or other payments (save to the extent such recovery is prohibited by law).

7.2. Unless otherwise notified to the Agent by Ace High, the Agent shall be responsible for submitting to the relevant tax authority any Tax payable in respect of any fees received by the Agent pursuant to this Agreement.

For the avoidance of doubt, this Agreement shall not, in any way, be construed so as to create a partnership or any kind of joint undertaking or venture between the parties hereto. As such, the Agent acknowledges that it will solely be responsible for all income taxes.

8. Jurisdiction

This Agreement and any matters relating hereto to it be governed by, and construed in accordance with, the laws of the land. You irrevocably agree that subject as provided below, the courts of Delhi shall have exclusive jurisdiction in relation to any claim, dispute, or difference concerning this Agreement and any matter arising in relation to it and irrevocably waive any right that you may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction. Nothing in this Clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

9. Miscellaneous

9.1. Nothing in this Agreement confers or purports to confer on any third party any benefit or right to enforce any provision of this Agreement and the application of the Contracts (Rights of Third Parties) Act 2001 is hereby excluded.

9.2. You may not assign or delegate any right, duty, or obligation under this Agreement, by operation of law or otherwise, without our prior written consent. Any attempted assign, transfer, or novation by you in violation of this Agreement is void and shall have no effect. Subject to that restriction, this Agreement will be binding on, enure to the benefit of, and enforceable against you and us and yours and our respective successors and assigns.

9.3. Our failure to enforce your strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

9.4. 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.

9.5. You acknowledge and agree that a different payment scheme may apply to other affiliates who are already being paid by the Company in accordance with an older or alternative payment scheme or in other particular cases as determined at the Company's sole discretion from time to time.

10. Confidentiality

10.1. All Trade Secrets and all information concerning Ace High, our licensor, and our Group entities' operations, structure, personnel, principals, or any other data that can reasonably be considered internal-only information shall be kept in strict confidence by you. This includes (but is not limited to) any correspondence between us and you and any information regarding the number of players on Our Site(s), Rake amounts, and any other financial, statistical, or other information that is provided by us to you, whether or not such information includes a mark affirming its confidentiality. All this information shall remain confidential after the expiry of these Terms until such times as the information ceases to be confidential, other than by breach of these Terms or any additional confidentiality agreement that we have required you to sign. We may require you to sign a confidentiality agreement if, at our sole discretion, we determine that the information conveyed to you warrants such additional covenants of confidentiality.

10.2. Notwithstanding the above provision, you may disclose such confidential information only to the extent required by Applicable Law or order of a court or relevant government agency. However, in the event of such disclosure pursuant to an order of the court or governmental agency, and subject to compliance with law or such order of the court or governmental agency, you shall give us prompt notice to permit us an opportunity, if available, to obtain a protective order or otherwise protect the confidentiality of such information. Further, you shall make reasonable efforts to assist us in obtaining such a protective order averting or limiting such disclosure.

10.3. You hereby acknowledge that all information relating to all of the Leads/Players including all personal data, is our and our licensor’s exclusive and sole property and that you have and shall have no rights therein whatsoever.

11. Term and Termination

11.1. These Terms shall commence and come into effect from the date of your submission of your Application Form and, subject always to our acceptance of your Application Form and confirmation of your membership of the Ace High Partner Program, shall continue in full force until they are terminated in accordance with the provisions for termination set out in these Terms.

11.2. You may terminate these Terms at any time, with or without cause subject to providing us with prior written notice. We may terminate these Terms at any time subject to providing you with no fewer than seven (7) days prior written notice.

11.3. In the event of the occurrence of any of the following:

  1. 11.3.1. any breach by you of these Terms; or
  2. 11.3.2. your player account opened with us for receipt of your Commission is closed by us or our Group entities for any reason whatsoever; or
  3. 11.3.3. you use any materials, including graphics, icons, logos, branding or artwork, which are not obtained from our approved web resources or direct from your affiliate manager.

We may:

(i) terminate this Agreement immediately; and

(ii) retain any Commission otherwise payable to you under this Agreement and will no longer be liable to pay such Commission to you.

11.4. In the event that you make any assignment for the benefit of your creditors or make any composition with creditors; or have appointed or shall be the subject of any notice of a receiver or holding company, or shall be the subject of a voluntary or compulsory liquidation (other than for the purpose of a solvent reconstruction or amalgamation), or are made the subject of any administration order or insolvency procedure or such analogous event, or cease to carry on business or (being a natural person) are deemed either unable to pay your debts or as having no reasonable prospect of so doing we may terminate these Terms immediately.

11.5. Without limiting any other of our rights and remedies, we may terminate these Terms immediately if we determine in our sole discretion that you have become a competitor of ours, our licensor, and/or any other entity within our Group.

11.6. Termination of these Terms shall not extinguish either of the parties' obligations under these Terms which by their intention or context are intended to survive the termination of these Terms.

11.7. Notwithstanding Clause 11.6. above and for the avoidance of doubt, you agree that we shall not be liable to pay any Commission for your client/lead Players where such Players are generated by the Link(s) and/or Marketing Codes following the termination of these Terms.

11.8. Following the termination of these Terms and the payment to you of monies due to you as at the time of termination, we shall have no obligation to make any further Commission payments to you. For the avoidance of doubt, this means that if the agreement between us represented by these Terms is terminated, you will receive no Commission for client/lead Players in respect of the period after termination: you will only receive Commission due to you up to the date of termination and not afterward.

11.9. Upon termination;

i. you must immediately remove from Your Site(s) and cease to use all Link(s), Marketing Codes Trade Marks, Image(s), and any other materials of any form provided by or on behalf of us to you pursuant to these Terms which contain any of our Trade Marks, Licensed Materials or other intellectual property and you will either permanently and securely delete all such materials and documents, or return them all to us; and

ii. you must promptly return to us any confidential information in your control or possession in whatever form; and

iii. all licenses and rights granted hereunder to you shall immediately terminate

12. Changes to These Terms

We reserve the right to change any provision of these Terms at any time at our sole discretion and act unilaterally without reference to you or your consent and without incurring any liability to you. Except in the case of emergencies, such as cheating, fraud, piracy, mistakes in these Terms, or other events of an urgent nature, or beyond our control, we will use our reasonable endeavors to provide you with an email notifying you of the changes at least fourteen (14) days prior to the date on which we intend them to take effect, however, where we do not do so any such changes will take effect upon the posting of the amended Terms. You should monitor these Terms frequently to ensure that you are aware of and agree to the latest version. You will be bound by all such changes and if you do not agree to be bound you should terminate your membership in the Ace High partner program in accordance with your right to do so set out in these terms. this termination right is your only remedy in relation to any changes made by us to these terms.

13. Entire Agreement

This Agreement constitutes the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Agent Affiliate agrees that Ace High has the right to modify this Agreement or revise anything contained herein. Company expressly disclaims the making of, and agent affiliate acknowledges that it has not received a warranty or guaranty, express or implied, as to the potential volume, profits, or success of the venture contemplated by this Agreement.