The term of this Agreement will begin upon your acceptance to the Affiliate Program and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Web Site, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Affiliate Program. Following the termination of this Agreement and our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further payments of commissions to you.
We may modify any of the terms and conditions contained in this Agreement, at any time and our sole discretion. Posting on our Affiliate Program information Site of a change of terms notice or a new agreement is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our Web Site will constitute binding acceptance of the change. Due to the above, we advise you to frequently visit the Affiliate Program information Site.
17. Limitation of Liability
We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
18. Relationship of Parties
You and WPN are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
We make no express or implied warranties or representations with respect to the Affiliate Program or any products or other items sold through the Affiliate Program (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Web Site will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
20. Representations and Warranties
You hereby represent and warrant to us the following: (i) this Agreement has been duly and validly executed by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; (ii) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; and (iii) you are an adult of at least 18 years of age (or 21 years of age if local laws apply).
We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as “Confidential Information”). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if the same is required by law or legal process.
Subject to applicable law, the Affiliate hereby agrees to indemnify, hold harmless, and defend WPN, its agents, officers, directors, shareholders, employees, advisors, and independent contractors, or anyone else who has been involved in the creation, production, or delivery of the Program or any of the products/services sold through the Program that are the subject of this Agreement from any and all claims and/or legal action without limitation, resulting from his/her use, or inability to use the Program which damages the Affiliate or another party. This indemnification shall survive the termination of this Agreement.
23. Entire Agreement
The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.
24. Independent Investigation
You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions. You understand that we may at any time, directly or indirectly, solicit customer referrals on terms that may differ from those contained in this Agreement or operate Web Sites that are similar to or competitive with your Web Site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
25. Specific Geographic Restriction
Residents of France, Italy, Spain, Turkey, Australia, Guadeloupe, French Guyana, Mayotte, Reunion, Martinique, Louisiana, Kentucky, Maryland, New Jersey, Delaware, Nevada or Washington State are not permitted to view this site or use any of the games accessed through software downloads provided hereby. From time to time, in its sole discretion, WPN may amend the list of specific geographic restrictions from which you may not access any of the Services. Residents of the Commonwealth of Kentucky, State of Maryland, State of New Jersey, State of Delaware, State of Nevada or Washington State may not download and use the Software for any purpose. No license is granted hereunder to any User located within any jurisdiction where such offer of a license by WPN or use by such person thereof shall violate any applicable laws. Affiliates are prohibited from signing up customers from any jurisdiction which WPN has indicated in its Terms and Conditions or End User Agreement to be Restricted Geographic locations. No affiliate compensation will be paid for customers play who reside in or attempt to play from such restricted locations.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus applicable therein. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the Parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
The WPN Affiliates Program reserves the right to close any affiliate account due to violation of any of our terms and conditions, or inappropriate or offensive conduct towards the WPN Affiliates Staff.
All affiliates must also abide by the Security and Gameplay Integrity Policies outlined here.