Terms and Conditions for Prism Affiliate Program

Please Read and Print for Future Reference

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THESE SERVICES. BY USING THIS WEBSITE AND/ OR REGISTERING UP AS AN AFFILIATE WITH THE AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THEREAFTER, BE SURE TO READ THESE TERMS AND CONDITIONS PERIODICALLY AS WE WILL MAKE CHANGES TO THEM FROM TIME- TO- TIME. YOU WILL BE BOUND BY THESE CHANGES.

1. Definitions

For purposes of clarity, the terms "we" and "us" refer to Prism Affiliate Program and "you" and "Webmaster" refers to the other party to the contract formed by the acceptance of these Terms and Conditions. The term "Client" is defined as any company that has contracted Prism Affiliate Program to promote their Product(s). The contract provides you with the non-exclusive right to direct users (“Visitors”) of your site or sites to Client's websites, in return for the payment of commissions and referral bonuses specified below, subject to all other Terms and Conditions:

2. Enrollment

To enroll, please read this Agreement and then submit a complete Prism Affiliate application to us via our Web site. We will evaluate your application and notify you whether your application was accepted. Your application will be rejected if we determine, in our sole discretion, that your site is unsuitable for any reason, including but not limited to, sites that are under construction, aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.

3. Webmaster Agreement

During the term of this arrangement (which shall commence when you indicate your acceptance in the manner specified above, and shall end when either you or we notify the other, by email, of the termination of this Agreement), you shall display a banner or banners provided by Prism Affiliate Program on your site (the "Webmaster site") as a hyperlink to direct Visitors from the Webmaster Site to the Client's Sites, using distinct URLs supplied by Prism Affiliate Program exclusively for linking (the "Supplied Banners").

The Client's banners shall be displayed at least as prominently as any other sales link on the Webmaster site, and if the Webmaster displays or makes accessible to Visitors descriptive information regarding any vendors whose banners are displayed on the Webmaster site, the Webmaster shall, subject to Prism Affiliate Program' prior written approval of the content thereof, include similar descriptive information regarding the Client's Product(s).

The relationship specified in this Agreement is non-exclusive for both parties; therefore, the Webmaster shall be entitled to display the banners of, and provide links to, sites of other companies through the Webmaster site, and Prism Affiliate Program shall be entitled to make the Client's banners available through online and other services than the Webmaster site.

4. Delivery and Display of Banner, Copy, And Promotional Material

As an Affiliate, you will have access through Prism Affiliate Program' "Prismaffiliate.com" site to a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individual, as a "Link".)

Prism Affiliate Program hereby grants to the Webmaster the non-exclusive, non-transferable, non-assignable (except as provided below) rights, during the term of this Agreement, to use (which shall include the right to copy, transmit, distribute, display and perform both privately and publicly):

Prism Affiliate Program' and the Client's banners, name, site name, and other related textual and graphic material are made available by Prism Affiliate Program and/or the Client to the Webmaster for the express purpose of inclusion on the Webmaster's site from time to time (collectively, the "Client's Material") and for the specific purposes authorized above. Prism Affiliate Program and the Client authorize the Webmaster to advertise and promote their respective promotional material. The copywriting of promotions may not be modified nor misrepresented by the Webmaster.
Prism Affiliate Program and the Client also authorizes the Webmaster to refer, in the Webmaster's advertising and promotions, to the fact that the Prism Affiliate Program and Client's sites are accessible through the Webmaster site, provided that any such statement:

(a) does not include any trademarks, service marks, design marks, symbols and/or other indicia of origin of Prism Affiliate Program other or the Client other than Prism Affiliate Program or the Client's Product(s) name and/or site names in a non-distinctive typeface (specifically, not the typeface used in the logo design of any Prism Affiliate Program mark);

(b) does not state, suggest, or imply, by the wording or prominence of such statement or otherwise, that the Client sponsors, authorizes, and/or is the source or origin of the Webmaster site; and

(c) does not disparage Prism Affiliate Program, its products, services, or affiliates. All use of the Prism Affiliate Program or Client's Materials hereunder shall inure to the benefit of the Client and shall not create any rights, title or interest in them for the Webmaster. No other use of the Prism Affiliate Program or Client's names, trademarks, service marks, design marks, symbols and/or other indicia of origin or other designations confusingly similar to any of the foregoing may be made by the Webmaster for any purpose without the prior written approval of Prism Affiliate Program or the Client.

As between the Client and the Webmaster, the Client owns, and shall continue to own exclusively, all right title and interest (including without limitation, all rights provided under the law of copyright and trademark) in and to the Client's Materials and all names, trademarks, service marks, design marks, symbols and/or other indicia of origin therein throughout the world and in perpetuity, subject to the permissions granted in this Agreement.

5. Commission and Referral Bonus

Prism affiliate Program offers several plans of commissions’ payout available to you. a) Net Loss Program and b) Cost Per
Acquisition Program. Affiliates will have the ability to choose one of the commission plans described below when signing up
with program.

a) Prism Affiliate Program shall pay to you a commission equal to the applicable percentage of Player Net Profit, derived from any transaction from Visitors who used the Client's software, who first linked to Client's Product(s) from the Webmaster site ("Linking Visitors") during the term of this Agreement.

"Player Net Profit" is defined as net win derived from any real transaction with a Linking Visitor in which revenue is paid or credited to Clients Product (s) less: (i) coupons; (ii) amounts clients' product(s) credits to a Linking Visitor; and (iii) chargebacks.

Prism Affiliate Program shall pay 35% of Net Profit to all affiliates under Revenue Share commission plan. Affiliate will receive 35% of net profit for the lifetime of the referred player, as long as he or she maintains active affiliate status. Active affiliate status will be determined as any affiliate that sends at least 1 new depositing player within the last 4 months.

Prism Affiliate Program shall pay to you a commission on a cost per acquisition style (CPA) where you will be credited a fixed dollar amount for every new depositing customer of the website referred by you. Prism Affiliate Program will only pay you this amount when your customer deposited and played the CPA rate amount. The CPA amount shall be fixed at $75 (seventy-five American dollars).

Referral Bonuses
Prism Affiliate Program shall also pay to you a referral bonus calculated as set out below, with respect to monthly Player Net Profit/Cost Per Acquisition generated by Visitors who arrive from other Webmasters that you refer to us directly or indirectly. The commission will vary based on the preference of referred webmaster:

Prism Affiliate Program shall pay the Webmaster all amounts due for the month within 15 business days following the close of the month and shall make available at a designated URL ("http://www.prismaffiliate.com") a statement providing in reasonable detail the basis for such payment. Webmaster balances with less than $100 outstanding will be withheld until such time as the balance exceeds $100 at the end of the month.

6. Spam

Any form of spam will result in your account being closed and all funds due being withheld. You need to be aware that our Clients are liable to incur expenses in dealing with spam generated mail and these same expenses will be deducted from your account should our client seek recourse. In this instance the amount determined by the relative client will be fair and deemed final and acceptable based on good faith and such amount will be collectable by law and deemed to have been accepted by yourself as fair and reasonable and as agreed to by registration as an affiliate of Prism Affiliate Program.

Should these expenses not be covered by funds in your account we reserve the right to investigate other alternative means for obtaining payment including recourse to file a claim against you for unpaid amounts.

7. Good Faith

You will not knowingly benefit from known or suspected traffic not generated using accepted Internet marketing practices whether or not it causes Prism Affiliate Program or the Client harm. Should fraudulent activity, knowingly or otherwise, arise from a person directed to Client's site via your link, we retain the right to retract the commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge.

8. Confidential Information

As used herein, "Confidential Information" shall mean all oral or written information, of whatever kind and in whatever form, relating to past, present or future products, software, research, development, inventions, processes, techniques, designs or other technical information and data, and marketing plans (including such information of third parties that a party hereto is obligated to hold as confidential), provided that such information has been reasonably identified as or could be reasonably considered to be proprietary or confidential, that either party:

(a) May have received prior to the date of this Agreement, whether directly from the other or indirectly from third parties; or

(b) May receive hereunder from the other.
Each party agrees that, with respect to its receipt of Confidential Information of the other party, it shall:

(i) Use the same care and discretion to prevent disclosure of such Confidential Information as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care;

(ii) Accept such Confidential Information and use such Confidential Information only for the purposes permitted hereunder; and

(iii) Restrict disclosure of Confidential Information solely to those of its employees and agents who have a need to know and are obligated not to disclose such Confidential Information to any third parties.

The foregoing restrictions shall not apply to information that:

(a) Is or hereafter becomes part of the public domain through no wrongful act, fault, or negligence on the part of the recipient;

(b) The recipient can reasonably demonstrate is already in its possession and not subject to an existing agreement of confidentiality;

(c) Is received from a third party without restriction and without breach of this Agreement;

(d) Was independently developed by the recipient as evidenced by its records; and

(e) The recipient is required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the recipient shall first have given notice to the disclosing party and shall give the disclosing party a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. The termination of this section shall survive the termination of this Agreement.

9. Liability

The Webmaster acknowledges that Prism Affiliate Program does not advocate or endorse the purchase or the use of any services offered by the Client through the Client's sites or through its software, nor does it guarantee the quality, fitness, or results of any such service or compliance with any law or regulation. The Client represents and warrants that:
(a) The Client has the right to enter into this Agreement and to grant the rights and licenses granted herein; and

(b) The Client's software, and the reproduction, distribution, transmission, public performance and public display of the Client's Material in connection with the Webmaster site, do not:

(i) Invade the right of privacy or publicity of any third person; or

(ii) Contain any libelous, obscene, indecent or otherwise unlawful material.

The Webmaster represents and warrants that:

a. The Webmaster has the right to enter into this Agreement;

b. The Webmaster site does not, and the reproduction, distribution, transmission, public performance and public display of the Webmaster Materials as permitted herein, do not:

(i) Invade the right of privacy or publicity of any third person,

(ii) Contain any libelous, obscene, indecent or otherwise unlawful material, or

(iii) Infringe any patent, copyright or trademark right in any jurisdiction; and

c. The Webmaster has received no notice of such invasion, violation or infringement of rights.

10. Term and Termination

The term of this Agreement will begin when you download a banner and link it to our site or the Client's Site(s) and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

Prism Affiliate Program may terminate You or Your Sub-Affiliate's participation in the Program under this Agreement immediately upon notice to Prism Affiliate Program if Client's Product(s) believes in good faith that You or Your Sub-Affiliate is harming Client's Product(s) reputation, or in breach of any section of this agreement.

If Prism Affiliate Program believes in good faith that You are harming Prism Affiliate Program's reputation or in breach of any Section of this Agreement Prism Affiliate Program must notify You and provide You with the opportunity to cure such breach. Prism Affiliate Program may terminate this Agreement, deactivate You or remove or disable any Links from Your Web site or subscription e-mails through the Network Service without prior notice if You are in breach of any section of this agreement.

Upon termination:

You must remove the Prism Affiliate Program or Client's banner/s from your site and disable any links from your site to ours and theirs.

All rights and licenses given to you in this Agreement shall immediately terminate.

You will be entitled only to those unpaid referral fees, if any, earned by you on or prior to the date of termination. You will not be entitled to referral fees occurring after the date of termination.

If we continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.

You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of our clients.

You and we will 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, which by their nature are designed to survive termination, as, set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination.
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE. Unsuitable sites may include those that: are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.

11. Risk Allocation.

Neither party will be liable to the other party (nor to any person claiming rights derived from the other party's rights) for incidental, indirect, consequential, special, punitive or exemplary damages of any kind -- including lost revenue or profits, loss of business, or loss of data -- arising out of this Agreement (including without limitation as a result of any breach of any warranty or other term of this Agreement), regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility thereof.

12. Acknowledgements Of No Warranty

Except as expressly provided herein, neither party warrants that their respective websites will perform in the manner expected or without interruption, error, or defect, or that any revenue to either party will result from the activities contemplated by this Agreement. Except as expressly set forth in this agreement, neither party makes any warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose or warranties against infringement of any intellectual property rights not specifically enumerated.

13. Single Application

The Webmaster agrees to operate a single Webmaster account with Prism Affiliate Program. If Prism Affiliate Program should discover, using information it deems appropriate in the circumstances, that the Webmaster is operating more than one Webmaster account, this Agreement shall terminate and the Webmaster will forfeit all rights to commissions and referral bonuses. Several sites may be registered to the one account; however, the placement of any casino banner on a new site, under the Prism Affiliate Program, MUST be reported by the Webmaster and cleared by the Prism Affiliate Program Support Team beforehand, and failure to do so may result in the termination of the Webmaster's account. The Webmaster will also forfeit all rights to commissions and referral bonuses.

14. Independent Contractors

Prism Affiliate Program and the Webmaster are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between Prism Affiliate Program and the Webmaster. Neither party has the authority to enter into Agreements of any kind on behalf of the other party.

15. Disclaimer

It is the Webmaster's responsibility to declare taxes from Webmaster profits, in accordance with their jurisdictional regulations. An institutional bank located outside of continental North America issues the Webmaster's payments; therefore, Prism Affiliate Program will not issue any forms relating to this matter.

16. Waiver.

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.