"you" "your", "You", "Affiliate" mean the individual or entity which applied as the Affiliate account holder and/or as the beneficiary of the Referral Percentage.

"We", "Our", "Us", means BigHeartBingo.co.uk Limited trading as BigHeartBingo and using the brand name BigHeartBingo.

"Player(s)", "User(s)", "Customer(s)" means any person referred to us who has not held a Player Account with us before.

"Our Service(s)" means any product or service provided to Players on our Site(s).

"Site(s)" means the Website, gaming platform, and any other online Site(s) or platform which is owned, operated or controlled by or on behalf of us.

"Affiliate Program" means the affiliate program offered by us pursuant to this Agreement.

"Promotion Rights" mean the non-exclusive, non-transferable right and licence to advertise market and promote our Services.

"Fraud" means traffic and financial transactions generated on our Services through illegal means or any other action committed in bad faith to defraud us, as determined by us in our sole discretion.

"Marketing Materials" means banners, text links and any other marketing materials, which are made available by us, that you may use to refer Players to our Services.

"Referral Percentage" is the amount due and payable to you, as calculated based solely on our system's data and in accordance with the terms of this Agreement.

"Net Revenue " is calculated as the net profit attributable to a Big Heart Bingo, less any credits, bonus or promotional amounts given, operation fees, processing charges, charge backs, and any other deductions we are entitled to make in respect of that Player

"Net Rake" is calculated as the gross rake attributable to a BigHeartBingo Player, less any credits, bonus or promotional amounts given, processing charges, licensing fees, charge backs, and any other deductions we are entitled to make in respect of that Player. Moreover, a Player's contribution to the "rake" shall be determined as the number obtained when dividing the actual amount of rake to which the Player had contributed divided by the total number of players at the table at the start of the hand.

"Charge back" is a payment dispute initiated by a cardholder with their credit card issuing bank. The amount of the disputed transaction is immediately withdrawn from the merchant's bank account.

"Commission Scheme" means the payment plan you have accepted for revenue stream generated from Players you refer to us.

"Spam" means unsolicited email of a commercial nature, sent indiscriminately to multiple mailing lists, individuals, or newsgroups.

"Tracking Code" means the unique affiliate tracking code that we provide exclusively to you, through which we track your referred and new Players' activities and calculate the Affiliate Commission.

(i) The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.

(ii) Any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists).

(iii) Any reference to a statute, statutory provision, ordinance, subordinate legislation, code or guideline ("legislation") is a reference to that legislation and all other subordinate legislation made under the relevant legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation.

5.1. We shall retain the right to provide our Services and operate our Affiliate Program in any form we deem appropriate. We retain the right to change or cancel any part of our Services, at any time and in any manner we deem appropriate and may make alterations to our Affiliate Program without prior notice to you. However, any strategic change of policy, such as the cancellation of any part of our Services at any time, shall be made with prior notice to you. If we wish to cancel any Promotion Rights because of any failure or breach of this Agreement by you, we shall give you notice of this fact in order to give you the opportunity to cure any such breach. Cancellation shall be effective seven (7) days after notice of cancellation to you unless the breaches have been cured and/or other terms have been agreed between us within this seven (7) day period.

5.2. Notwithstanding the terms of this Agreement, we shall not be held responsible or liable for any loss of income, or loss of the ability to produce income, incurred by you even if such losses should arise from our inability to deliver the Services and/or operate our Affiliate Program for any reason whatsoever, whether we are at fault or whether a third party is at fault.

6.1. You shall use reasonable endeavours to actively and effectively advertise, market and promote our Services and our Affiliate Program as widely as possible so as to maximise the benefit to both of us. You acknowledge and agree that Users that utilise the facilities and Services we provide, and all information relating to such Users, shall remain our property at all times. You will not during the Term of this Agreement or after its termination assert any proprietary rights over such information.

6.2. You shall engage only in advertising, marketing and promotional efforts which do not violate any law, and which reflect positively upon our business reputation. In particular, you agree to market our Services and our Affiliate Program in a manner that is consistent with the content and style of our Services. We shall have the right to review and approve the manner and methods of advertising, marketing and promotion you intend to use in connection with our Services and our Affiliate Program prior to you doing so. Our approval shall not be unreasonably withheld or delayed.

6.3. Our approval may be withheld if we consider in our sole discretion that your proposed activities would tend to impair or harm our goodwill and business reputation and/or would or might expose us to any legal liability.

6.4. Notwithstanding any approval that we give, we shall under no circumstances be held liable for your advertising, marketing and promotional efforts in respect of the Services.

6.5. You shall bear all costs of and expenses incurred in connection with the advertising, marketing and promotion of our Services and/or our Affiliate Program.

7.1. To become an Affiliate you must submit a completed application form accessed from the Site(s) or requested by email. We will evaluate your application and notify you of acceptance or otherwise.

7.2. You shall provide accurate and complete information to us when completing the application form and promptly update such information if all or any part of it changes. You shall also provide us with such other information as we may reasonably request from time to time.

7.3. We may reject your application if we determine in our sole discretion that your website is not suitable for our Affiliate Program for any reason, including but not limited to: inclusion of content on your website that we consider is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable. By way of example only, this may include:

1. sexually explicit, pornographic or obscene content (whether in text or graphics);
2. speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libellous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise);
3. graphic violence;
4. politically sensitive or controversial issues, or
5. any unlawful behaviour or conduct.

7.4. We shall reject your application if:

1. your website is designed to appeal to minors;
2. your website infringes or appears to infringe any intellectual property rights;
3. your website does not match the website design, architecture, content or target standards we require of our revenue share Affiliates. Such standards exclude, for example: confusing navigation, heavy loading, design inconsistencies, lack of/scarce use of written/editorial content, low traffic ratings or non gaming targeted traffic (we may advise you to apply to our CPA network partner instead);
4. your website is under construction;
5. your website is hosted in a jurisdiction where online gaming advertising is prohibited by law, or
6. you are already a registered Affiliate on our Affiliate Program.

8.1.  Your compensation ("Referral Percentage") shall be defined as the compensation due to you based on a percentage of Net Revenue generated by the Players who have been identified as having used our Services as a result of having first been referred to our Services by you. The referral percentage on Net Revenue generated by the Players referred to our Services by you is detailed below:

Monthly Net Revenue Commission 50%


8.4. In the event that you carry a negative commission balance at the end of a month, your negative balance will be reset to zero at the beginning of the following month.

8.5. We shall pay you your Referral Percentage each month one month in arrears. Payment shall be made between the first and the fifteenth day of each month. If the Referral Percentage for any one month is less than £50, we shall pay that amount to you when the accumulated amount is greater than £50. If the balance carried over remains below our £50 payment limit for a period of six (6) consecutive months, we reserve the right to withhold the amount indefinitely and terminate the Agreement. Our tracking system shall be the sole method for determining the basis of the calculation of the Referral Percentage. In the absence of manifest error, our calculations shall be binding on you. The available payment options for commission payments are currently bank transfer and cheques.

8.6. We shall have the right to withhold any and all payments to you if you are in breach of this Agreement.

9.1 This Agreement shall take effect when you indicate your acceptance of its terms on the Affiliate application form and shall continue until terminated in accordance with the terms of this Agreement.

9.2 You may terminate this Agreement, with or without cause, upon 7 days notice to us which you should send by email to: info@bigheartbingo.co.uk.

9.3 We may terminate this Agreement, with or without cause at any time, upon written notice to you, which we may send by email to such email address as you have provided to us. We have the right to cancel Promotion Rights with immediate effect if you are in material breach of this Agreement. Such breach includes, but is not limited to, situations when you engage in advertising, marketing, distribution and promotional efforts that would tend to impair or harm our goodwill and business reputation and/or would or might expose us to any legal liability. In the event we cancel your Promotion Rights, we shall be entitled to disable your tracking code(s) with immediate effect.

The following consequences of termination will apply where we terminate this Agreement:

• You shall stop promoting our Services and all rights and licences given to you under this Agreement will terminate immediately.
• You shall return to us any and all materials, over which we have a proprietary right, that are in your possession or control and/or including the possession or control of your agents, servants, directors, employees or sub-contractors over which you have control. You shall also immediately remove any hyperlinks and materials, over which we have a proprietary right, from your website(s) and/or the websites of your agents over which you have control.
• Provided that we have paid or do pay to you such sums as are properly due and owing at the date of termination which shall be subject to any rights we have to make deductions whether under this Agreement or otherwise, we shall have no further liability to pay you any further sums.
• Clauses 22 - 34 inclusive and all other clauses which are capable of, or by implication are intended to survive termination of this Agreement, shall survive such termination.
• Users that utilise the facilities and Services we provide, and all information relating to such Users, shall remain our property at all times.

10.1. All payments to you shall be made in accordance with clause 8.5 above. Payment shall be accompanied by a written statement that specifies the calculation of the sum to be paid to you. In addition, statements may be adjusted by us from time to time to reflect overpayments, customer chargebacks and/or credits or underpayments.

10.2. You shall have the ability to monitor the Referral Percentage and payments in real time on a secure website through the use of an online monitoring system.

1. promote us in any manner that may confuse potential players;
2. promote us in any manner that could potentially cause any player confusion as to our relationship with you or any third party;
3. violate the terms of use and/or any applicable policies of any search engines;
4. modify the marketing material provided for the promotion of our Services once approved by us;
5. unless otherwise agreed, attempt to communicate with our players or attempt to solicit them, including but not limited to via email, message boards, blogs, and
6. promote us through any online and/or offline channel that we use to market our Services without our prior written approval.

21.1 Gaming Ventures Plc owns all intellectual property rights in the BigHeartBingo brand, which includes its associated logos, domain names and trade marks.  We consent to your use of the BigHeartBingo brand solely in the links on your website which are placed for the purposes of promoting our Services during the term of this Agreement. You shall not: (i) register or attempt to register any domain names or trade marks that contain the name BigHeartBingo or anything confusingly similar to it; [(ii) imitate the look and feel of our website or a website of any other Gaming Ventures Plc.

21.2 Subject to clause 21.1, we own the intellectual property rights in the Marketing Materials and our Services. You shall not: (i) alter, modify or change the Marketing Materials in any way whatsoever, save as approved by us in our absolute discretion; (ii) use the Marketing Materials for purposes other than promoting our Services pursuant to this Agreement.

21.3 Nothing in this Agreement shall be construed as giving you any right, title or interest in the name BigHeartBingo or any other related brands, logos, domain names or trade marks of Gaming Ventures Plc Group.

1. this Agreement has been duly and validly executed by you and that it constitutes a legally valid and binding obligation, enforceable against you in accordance with its terms;
2. the execution, delivery and performance by you of this Agreement will not conflict with or infringe any provision of law, rule, regulation or agreement to which you are party; and
3. you are operated by an adult of at least 18 years of age.

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