Affiliate Program
Jackpot Party Select™

Jackpot Party Select™ Affiliate Program

WMS Alderney 2 Limited and Affiliate Agreement

Last Updated: 12 January 2012

To be eligible for participation in the Affiliate Program, applicants must read, understand and agree to be bound by the terms and conditions in the Affiliate Agreement, reproduced below for your convenience. To apply to participate in the Affiliate Program, please visit the following link: http://www.jackpotpartyselect.com/registration.asp. When you visit the link, you will be required to complete a Registration Form and then indicate your acceptance of the Affiliate Agreement. Only then will you be eligible for participation in the Affiliate Program.

Definitions and interpretation
Application and Agreement
Licence
Affiliate Program
Affiliate obligations
Intellectual Property Rights
Payments
Warranties
Indemnity
Limitations and exclusions of liability
Confidential Information
Data Protection and Security
Force Majeure Events
Termination
Effects of Termination
General

Affiliate Agreement

This Affiliate Agreement sets out the complete terms and conditions between WMS Alderney 2 Limited, a limited company incorporated in Alderney, with its registered office at Fort Management Services Limited, Inchalla, Le Val, Alderney, GY9 3UL ("WMS", "we" or "us") and Affiliate ("Affiliate", "you" or "your"), regarding Affiliate's acting as an affiliate for WMS as further described herein.

WMS is a wholly owned subsidiary of WMS Industries Inc. and is licensed to provide online gambling opportunities under an interactive gaming license issued by the Alderney Gambling Control Commission.

This Agreement represents the full agreement of the parties and supersedes any negotiations, discussions or other prior agreements. This Agreement replaces all previous terms and conditions relating to any Affiliate Program offered by WMS in relation to any Customers introduced via the Links.

Definitions and interpretation

1.1 In the Agreement:

"Affiliate Program"

means WMS' website affiliate program detailed in the Agreement and on WMS' Website.

"Affiliate's Website"

means the website or websites owned and operated by Affiliate.

"Agreement"

means this Affiliate Agreement between WMS and Affiliate, and any amendments to it from time to time.

"Business Day"

means any day excluding Saturday and Sunday on which banks are open in the City of London for the transaction of normal banking business.

"Charge Back"

means any repayment or refund of all or any part of a deposit paid or credited to an account on behalf of a Customer made by a financial institution for any reason whatsoever (including fraud, breach of contract or duty or any claim or allegation made in connection with the offer or provision of the services and games on WMS' Website to such Customers) and any expenses, fees and/or charges applied by such financial institution in connection with any Charge Back.

"Commencement Date"

means the date the Agreement comes into force by WMS' approval of Affiliate's application.

"Confidential Information"

means all information not publicly known and which is used in or which otherwise relates to WMS or any Related Company's business, customers or financial or other affairs, including without limitation, information relating to:-

the marketing of products or services (including, without limitation, customer names and lists and other details of customers, financial information, sales targets, sales statistics, market share statistics, prices, market research reports and surveys, and advertising or other promotional materials);
the Affiliate Program and future programs, business development or planning, commercial relationships and negotiations existing in whatever form; and;
Intellectual Property Rights, operations, product information and/or market opportunities.;

"Customers"

mean visitors from Affiliate's Website who enter WMS' Website via Links from Affiliate's Website and who provide all registration information required by WMS (including, without limitation, a valid email address) and for whom WMS opens an account and such visitor places a wager at WMS' Website and is not at that time a pre-existing customer of WMS' Website, as verified by WMS' Performance Tracking Device.

"Force Majeure Event"

means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software infections or attacks, power failures, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

"Good Industry Practice"

means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor acting in good faith.

"Intellectual Property Rights" / "IPR"

means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

"Link(s)"

means a hyperlink (whether embedded in text or an image or otherwise) from Affiliate's Website to WMS' Website.

"Net Revenue"

means all gross monies received by WMS from Customers' wagers through WMS' Website less all of the following:

monies deducted for progressive jackpot contributions;
monies paid out to Customers as winnings;
charges levied by electronic payment or credit card providers;
any amount received by WMS by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means;
any amounts that are subsequently cancelled, refunded, reversed, or that constitute a Charge Back;
bad debts;
returned stakes;
"free wagers", "free chips" or "free bets" provided to Customers as a promotional or marketing activity;
any Third Party Royalty which WMS or its Related Companies must pay with respect to Customer wagers and/or activity on WMS' Website. "Third Party Royalty" shall mean any royalty payment (including monies accrued against any advance or guaranteed royalty payment) or revenue share which WMS or its Related Companies must pay to a third party in order to lawfully exploit any technology or other product used from time to time on WMS' Website;
taxes, duties and other statutory deductions or payments to gambling licensing authorities.

"Payments"

means payments made by WMS to Affiliate on a monthly basis based on a percentage of Net Revenue generated by Customers.

"Performance Tracking"

means a real time performance tracking with a unique tracking code for each affiliate, through which WMS can track Affiliate's Customers' activities and calculate the Payment.

"Personal Data"

means information relating to an individual who can be identified from that information (or from that information and other information reasonably likely to come into the possession of WMS, the Affiliate or any third parties) and any information relating to Customers.

"Prohibited Materials"

means content, works or other materials that WMS determines (acting reasonably) constitute:

indecent, obscene, pornographic or lewd material;
material that breaches any applicable laws, regulations or legally binding codes;
material that infringes any third party intellectual property rights or other rights;
material that is offensive or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user;
computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software; and/or
Spam or bulk unsolicited email.

"Promotion Materials"

means banners, links, text links and any other promotion materials which WMS shall make available to Affiliate to refer prospective Customers and Qualified Leads to WMS' Website.

"Promotion Rights"

means the non-exclusive, non-transferable right and licence to advertise and promote WMS and its services in accordance with the terms of this Agreement.

"Qualified Leads"

means visitors from Affiliate's Website who enter WMS' Website via Links from Affiliate's Website and that are 18 years old or older.

"Registration Form"

means the form prepared by Affiliate, which represents part of Affiliate's application to participate in the Affiliate Program.

"Related Company"

means any other person directly or indirectly controlling, controlled by, or under common control with, WMS. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting securities of a person, the right to receive more than fifty percent (50%) of the profits or earnings of a person, or the right to control the policy decisions of a person.

"Spam"

means unsolicited e-mail of a commercial nature, sent indiscriminately to multiple mailing lists, individuals or newsgroups.

"Term"

means the term of the Agreement from the Commencement Date until terminated pursuant to Clause 14 or as otherwise permitted under this Agreement.

"WMS' Website"

means the website accessible via the URL www.jackpotparty.com.

1.2 In this Agreement, a reference to a statute or statutory provision includes a reference to:

that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
any subordinate legislation, regulations, or rules made under or pursuant to that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of the Agreement.

1.4 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).

1.5 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement; it follows that a general concept or category utilised in the Agreement will not be limited by any specific examples or instances utilised in relation to such a concept or category.

2. Application and Agreement

2.1 To participate in the Affiliate Program, Affiliate will need to accept these terms and conditions in full by pressing "I AGREE" below, indicating Affiliate's acceptance of this Agreement, and by both providing to WMS and confirming the details required in the Registration Form. The Registration Form will form an integral part of the Agreement.

2.2 Affiliate warrants that the information in the Registration Form, as completed by Affiliate, is accurate and complete and agrees to promptly notify WMS if any update to such information is needed for any reason.

2.3 The Agreement will come into force on the Commencement Date and will continue in force indefinitely, unless and until terminated in accordance with Clause 14 or as otherwise permitted under this Agreement.

3. Licence

3.1 In consideration of Affiliate making use of the Links on Affiliate's Website and subject to the Agreement, WMS grants Affiliate a worldwide, non-exclusive, non-transferable, non-sublicensable and terminable licence to reproduce electronically and publish the Links on Affiliate's Website during the Term solely in accordance with the Agreement and solely for the purpose of promoting WMS and the Affiliate Program and no other websites or programs.

3.2 All other rights and licences not expressly granted under the Agreement are reserved to WMS.

3.3 It is a condition of this Agreement that Affiliate will not do any of the following:

Display data from the Links via any electronically accessible medium other than Affiliate's Website without the prior written consent of WMS;
Frame WMS' Website or alter the Links to enable a different or deeper link to WMS' Website, without the prior written consent of WMS; and/or
Use the Link in a way which proves or is likely to prove detrimental to WMS, which WMS will determine at its sole discretion.

4. Affiliate Program

4.1 Affiliate will within 10 business days following the Commencement Date include one or more Links on each of Affiliate's Website(s), and will maintain those Links on each of Affiliate's Website(s) during the Term.

4.2 WMS may from time to time during the Term request amendments to the Links and/or Affiliate's Website for the purpose of ensuring consistency and quality in the use of WMS', WMS Gaming Inc.'s, or any other Related Company's trade marks and branding, and to the extent that such requests are reasonable Affiliate will make such amendments within 7 business days of the request.

4.3 Affiliate will be granted access to an affiliate control panel on WMS' Website during the Term, from which Affiliate will be able to:

alter Affiliate's account preferences; and
download HTML code to use as Links.

4.4 Any CD or other customised Promotion Materials ("Customised Material") provided by WMS to Affiliate for the purpose of promoting and advertising WMS' Website will be at Affiliate's cost and shall be deducted from Affiliate's Payment.

5. Affiliate obligations

5.1 Affiliate will provide WMS with:

such co-operation as is required by WMS (acting reasonably) in connection with the Affiliate Program; and
all information and documents required by WMS (acting reasonably) in connection with the Affiliate Program.

5.2 Affiliate must:

keep Affiliate's Website up-to-date and in good working order;
ensure that the quality of design, content and functionality on Affiliate's Website does not materially deteriorate during the Term;
obtain and maintain in force all necessary registrations, authorisations, consents and licences to enable Affiliate to fulfil its obligations under the Agreement;
ensure all marketing of or relating to Affiliate's Website (both online and offline) is in accordance with applicable law, any applicable codes of practice, and Good Industry Practice generally;
comply with all data protection regulations as set out in clause 12 of this Agreement.
comply with WMS' security guidelines and requirements as may be issued by WMS from time to time whether in writing or otherwise;
keep secret and not allow anyone else to use Affiliate's unique login and password details for the Affiliate Program;
not directly or indirectly offer any potential Customer any incentive (including, without limitation, payment of money or other benefit) to use the Links on Affiliate's Website.

5.3 Affiliate must not:

take any action in connection with the Affiliate Program which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill of WMS, WMS Gaming Inc., any other Related Company and/or WMS' Website;
include any Prohibited Materials on Affiliate's Website, or include any hyperlink to any Prohibited Materials on Affiliate's Website;
market Affiliate's Website using Spam or other unsolicited emails or communications, or using any form of spyware, parasiteware, adware or similar software, or using any other antisocial or deceptive methods. If WMS becomes aware or reasonably believes that Affiliate is using any form of Spam or other unsolicited emails or communications, WMS shall be entitled to close Affiliate's account and withhold Payment (or any portion of it). Affiliate must pay WMS immediately and on demand any costs or expenses that WMS incurs in dealing with Spam or other unsolicited emails or communications which WMS reasonably believes emanates from or on behalf of Affiliate;
include metatag keywords on Affiliate's Website that incorporate terms which are identical or similar to trade marks or service marks owned by WMS, WMS Gaming Inc. or any other Related Company of WMS without WMS' prior written consent and will at all times comply with such reasonable guidelines for the use of such trade marks and service marks as may be issued from time to time;
engage in any sharp practice including but not limited to "black hat Search Engine Optimization", site spoofing, "pop-unders" and any additional sharp practices and techniques that WMS may deem unacceptable at its sole discretion, including, but not limited to, any sharp practices and techniques that WMS may communicate to Affiliate from time to time. Upon WMS' request, Affiliate must cease all such sharp practices and techniques with immediate effect;
register any domain names or register or purchase keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which contain terms protected by the Intellectual Property Rights of WMS, WMS Gaming Inc., or any other Related Company, or any of their respective licensors. Such terms shall include, without limitation, WMS, Jackpot Party, Jackpot Party Casino, Williams, any other proprietary names, marks or game themes on WMS' Website or in WMS' catalogue or anything similar;
increase or seek to increase the Payment using any fraudulent or deceptive method;
make any public disclosure relating to WMS, its Related Companies and/or the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of WMS;
include any reference to WMS or WMS' Website on Affiliate's Website (excluding Links, and such other exclusions that WMS agrees to in writing and at its sole discretion);
hold itself out to be WMS or WMS' Website or WMS' agent or partner or to represent that it has a relationship to or with WMS that is contrary to clause 16.6;
use or otherwise take advantage of the IPR of WMS, WMS Gaming Inc. or any other Related Company in any way other than explicitly provided for in this Agreement and in accordance with clause 6; and
comply at all times with all duties and obligations set out in this Agreement.

5.4 Affiliate further warrants and agrees:

that Affiliate has full capacity and authority and all necessary licences, permits and consents to enter into this Agreement and any other documents executed by Affiliate that may be associated with this Agreement.
Affiliate's Website, or any part thereof, is not aimed at people under 18 years of age;
Affiliate's Website will not contain any material which is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights and shall not link to any such material;
Affiliate has not received any letter, complaint or other notice from any government agencies, in the US or anywhere in the world, that such agency has initiated any legal actions against Affiliate. Affiliate will notify WMS of receipt of any such letter, complaint or notification after the Commencement Date within 30 days of such receipt;
that if Affiliate is:

an individual, then neither Affiliate, nor any immediate family of Affiliate, may become Customers and Affiliate shall not be entitled to any Payment under this Agreement in relation to Affiliate or such family;
an entity, neither the owners nor employees of Affiliate, nor any immediate family of such owners or employees of Affiliate, may become Customers and Affiliate shall not be entitled to any Payment under this Agreement in relation to such owners, employees or family.

5.5 Affiliate shall use all reasonable endeavours to actively and effectively promote, advertise and market WMS' Website and the Affiliate Program as widely as possible to maximise the benefit of this Agreement for WMS and Affiliate.

5.6 Affiliate acknowledges and hereby agrees in full that (1) Customers and all information relating to Customers will at all times remain the sole property of WMS and (2) except for the limited information provided by WMS in earnings reports at WMS' sole discretion, Affiliate will not be entitled to receive any information relating to Customers. Affiliate will not during the Term and after its termination assert any proprietary rights over any information relating to Customers. To the extent Affiliate has access to any information regarding Customers, Affiliate shall use such information only for the purposes of fulfilling its obligations under this Agreement.

5.7 WMS reserves the right to monitor Affiliate's Website to ensure that Affiliate is complying with this Agreement and Affiliate will promptly provide WMS with all data and information WMS reasonably deems necessary for it to perform and monitor Affiliate's Website at no costs to WMS.

6. Intellectual Property Rights

6.1 WMS and/or WMS Gaming Inc. owns all IPR in WMS Gaming Inc.'s brands, which includes its associated logos, domains names and trade marks.

6.2 Affiliate shall not:

without WMS' prior written consent, register or attempt to register any domain names or trade marks that contain the name WMS, Jackpot Party, Jackpot Party Casino, Williams, any other proprietary names, marks or game themes on WMS' Website or in WMS' catalogue or anything similar;
imitate or re-produce the look-and-feel of WMS' Website;
alter, modify or change the Promotion Material in any way whatsoever, save as approved in writing by WMS at its sole discretion;
use the Promotion Materials for any other purposes other than promoting WMS' Website in accordance with this Agreement.

6.3 Nothing in this Agreement shall be construed as granting Affiliate any right or interest in any IPR of WMS or WMS Gaming Inc., including, without limitation, in any logos, domain names or trade marks owned by WMS Gaming Inc.

6.4 WMS does not warrant that the use of the Links by Affiliate will not infringe any third party Intellectual Property Rights or give rise to any other liability on Affiliate.

7. Payments

7.1 Payments are calculated based on one or more percentage(s) of Net Revenue generated by the Customers in accordance with the chart set forth below. The standard revenue share plan offers Affiliate the possibility of earning an incrementally increasing percentage of Net Revenue if Affiliate exceeds certain Net Revenue thresholds. Specifically, if the combined Net Revenue generated by all Customers in a particular calendar month exceeds the threshold for any "Tier" higher than Tier 1, then the percentage of Net Revenue rate associated with the highest such Tier applies to the Net Revenue in that Tier that is greater than the Net Revenue in the next lower Tier, while the Net Revenue in that next lower Tier remains subject to the lower percentage of Net Revenue rate applicable to that Tier, and so on. For example, if the combined Net Revenue generated by all Customers for one month is equal to £15,000, then the Payment for such month would be calculated based on (twenty-five percent (25%) of £5,000 of such Net Revenue) plus (thirty percent (30%) of £10,000 of such Net Revenue).

Standard Revenue Share Plan

Tiers	Monthly Net Revenue Percentage
Tier 1: £0 - £5,000	25%
Tier 2: £5,001 - £20,000	30%
Tier 3: £20,001 +	35%

7.2 Except as otherwise set forth in this Agreement, Payment is paid on the lifetime of this Agreement plus one (1) year after the end of this Agreement for Customer accounts.

7.3 Trigger Payment: If the Payment to be made in any given month is lower than £250, then Affiliate will not receive the Payment for that month. In such event, such Payment instead will carry over to the following month for inclusion in that following month's Payment. Such carrying-over may occur indefinitely; provided, however, that if the total Payment (including carry-over amounts) fails to meet or exceed £250 in each of six (6) consecutive months during the Term, then (1) WMS shall have the right to terminate the Agreement immediately and (2) upon any such termination, the total Payment (less transaction charges) as of the effective date of such termination will be paid by WMS to Affiliate.

7.4 In the event of a negative balance at the end of a month, the negative balance will be reset to zero in the following month. However, if the negative balance is partly or entirely a result of a Charge Back adjustment, then the Charge Back amount will be carried over until this negative amount is cancelled out by future Payment. WMS reserves the right to deduct any such Charge Back deductions from the Payment.

7.5 WMS will account to Affiliate for all Payments due in respect of a calendar month no later than the 15th of the following calendar month, except as otherwise set forth in this Agreement.

7.6 The Performance Tracking Device shall be the only method for determining the basis for Payment. In the absence of manifest and grave errors only, WMS' calculations shall be binding on Affiliate.

7.7 The available payment options are currently Neteller, Moneybookers or bank wire transfer. All payments can only be made in GB pounds sterling.

7.8 All Payments stated in or in relation to the Agreement are stated inclusive of VAT, and Affiliate is solely responsible for paying VAT.

7.9 If WMS is required by law to deduct withholding tax or any other taxes or duties from any Payments, then WMS will deduct such amounts from the Payments before paying them to Affiliate.

7.10 If WMS does not pay any amount properly due to Affiliate under or in connection with the Agreement, after providing notice of the late payment, Affiliate may charge WMS simple interest on the overdue amount at the rate of 2% per year above the base rate of HSBC Bank Plc from time to time which interest will begin to accrue 7 days after receipt of such notice.

7.11 WMS will be entitled to require repayment from Affiliate of Payments made as a result of any payments on WMS' Website which are subsequently cancelled, refunded, reversed, or that constitute a Charge Back.
Both before and after termination, WMS will be entitled to set off any amount owed to Affiliate against any amount Affiliate owes to WMS whether under the Agreement or otherwise, and against any loss or damage suffered by WMS whether in relation to the Agreement or otherwise arising out of Affiliate's acts or omissions.

8. Warranties

8.1 Affiliate represents and warrants that:

Affiliate has the legal right and authority to enter into and perform its obligations under this Agreement;
the Agreement has been duly and validly executed by Affiliate and that it represents a legally binding obligation, enforceable against Affiliate in accordance with its terms;
Affiliate will perform its obligations under the Agreement with reasonable care and skill;
if Affiliate is an entity, that all owners and employees of Affiliate are adults of at least 18 years of age, or if Affiliate is an individual, that Affiliate is an adult of at least 18 years of age.

9. Indemnity

9.1 Affiliate will indemnify, keep indemnified, defend and hold harmless WMS, and WMS' officers, employees, representatives, agents and subcontractors, against all damages, losses, demands, claims, proceedings, costs and expenses including but not limited to consequential losses and loss of profit, reasonable legal costs and expenses and liabilities suffered or incurred, directly or indirectly, by WMS and its Related Companies arising as a result of any breach or alleged breach by Affiliate of any term of the Agreement (including, without limitation, any breach or alleged breach by Affiliate of its obligations with respect to data protection, data security and confidentiality).

9.2 Except for Affiliate's breach or alleged breach of (a) its obligations under Clause 6 ("Intellectual Property Rights"), (b) its obligations under Clause 11 ("Confidential Information"), (c) its obligations under Clause 12 ("Data Protection and Security"), or (d) any term of this Agreement as a direct or indirect result of Affiliate's (or its subcontractors' or independent contractors') intentional misconduct or wrongdoing, Affiliate's total liability arising out of or in connection with Clause 9.1 shall not exceed the total Payment paid or payable by WMS to Affiliate pursuant to this Agreement.

9.3 This clause 9 shall remain in full force and survive termination of the Agreement for whatever reason.

10. Limitations and exclusions of liability

10.1 Subject always to clause 10.2, WMS will not be liable to Affiliate (or to any person (as defined in Section 1.4) claiming rights derived from Affiliate) for any:

loss (whether direct or indirect) of profits, income, revenue, use, production or anticipated savings;
loss (whether direct or indirect) of business, contracts or commercial opportunities;
loss of or damage to goodwill or reputation (whether direct or indirect);
loss of or corruption of any data, database or software;
losses (whether direct or indirect) arising out of a Force Majeure Event;
punitive or exemplary damages of any kind;
special, incidental, indirect or consequential losses or damages of any kind,

in each case: (i) howsoever arising, whether in contract, tort (including negligence and strict liability), breach of statutory duty, indemnity or otherwise; and (ii) regardless of whether WMS has been informed of the same, had other reasons to know, or knew of the possibility of any such damage arising.

10.2 Nothing in this Agreement will:

limit or exclude the liability of a party for death or personal injury resulting from negligence;
limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
limit any liability of a party in any way that is not permitted under applicable law; or
exclude any liability of a party that may not be excluded under applicable law.

10.3 Subject always to clauses 10.1 and 10.2, WMS' total liability arising out of or in connection with this Agreement whether in contract, tort (including negligence and strict liability), breach of statutory duty, indemnity or otherwise shall not exceed the total Payment paid or payable by WMS to Affiliate pursuant to this Agreement in the six (6) month period prior to the event giving rise to the liability.

11. Confidential Information

11.1 During the Term of Affiliate's appointment and at all times subsequently Affiliate shall, and shall ensure that its employees, agents and sub-contractors shall, hold, keep and treat as secret and confidential, all Confidential Information of WMS and any Related Company, including WMS Gaming Inc., imparted to Affiliate by or on behalf of WMS under this Agreement and any other information of a confidential nature relating to WMS and/or any Related Company which is acquired by WMS or WMS Gaming Inc. including information obtained from studies or surveys commissioned by WMS and/or any Related Company, and shall not, except with the written consent of WMS, disclose the same to any person, firm or company and will use information so imparted or obtained solely in the performance of its duties and obligations under this Agreement and for no other purpose.

11.2 Without prejudice to the foregoing, Affiliate shall, and shall ensure that its employees, agents and sub-contractors shall, hold, keep and treat as secret and confidential all information relating in any manner to WMS, WMS' Website and the Affiliate Program and any other any project, promotion, campaign and the like upon which Affiliate may be engaged on behalf of WMS pending its public launch and shall neither prior to nor following such public launch discuss such information with any third party except with the prior written consent of WMS.

11.3 The obligations of confidentiality shall not apply to any information which is already known to Affiliate at the time of disclosure or which is lawfully acquired by Affiliate on its own initiative (other than in the course of performing its obligations under this Agreement) or which is or becomes published or is subsequently disclosed to Affiliate by a third party lawfully in possession of it and with the right to disclose the same or which Affiliate is obliged to disclose by law.

11.4 The obligations of Affiliate under this Clause shall survive the termination of this Agreement for whatever reason.

12. Data Protection and Security

12.1 Affiliate acknowledges that the security of WMS' data and its systems is fundamental to WMS' business. If Affiliate becomes aware of a breach or a potential breach of security relating to the Links, Affiliate will immediately notify WMS of any such breach or potential breach and use its best endeavours to ensure that any potential breach does not become an actual breach and/or immediately remedy any actual breach and its consequences and take all actions as required by applicable laws, rules and regulations.

12.2 Affiliate shall comply with the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other applicable data protection legislation in the jurisdiction in which Affiliate operates (collectively, the "Data Protection Legislation").

12.3 Affiliate shall:

provide all such cooperation and information as WMS may reasonably require enabling WMS to comply with its obligations under the Data Protection Legislation;
immediately notify WMS if Affiliate receives any complaint, notice or communication relating directly or indirectly to the processing of Personal Data or to either party's compliance with the Data Protection Legislation;
not access, use, process, disclose, or transfer Personal Data (in part or in whole) to any third party during or after the Term of this Agreement (unless specifically agreed otherwise with WMS in writing);
not transfer the Personal Data outside the European Economic Area without the (and only to the extent of any) express written consent from WMS;
take and maintain all appropriate technical and organisation security measures to ensure that Personal Data is kept confidential and secure and is not subject to any unauthorised or unlawful processing, accidental loss, destruction or damage;
only process Personal Data for the purpose of performing its obligations in accordance with this Agreement and to ensure compliance with the Data Protection Legislation;
upon termination or expiry of this Agreement, immediately return all Personal Data and the copies thereof to WMS or, at WMS' request, promptly destroy all Personal Data and shall certify to WMS that it has done so; and
allow WMS to audit Affiliate's compliance with the requirements of this Clause on reasonable notice and to provide WMS with evidence of Affiliate's compliance with the obligations set out in this clause.

13. Force Majeure Events

13.1 Where a Force Majeure event gives rise to a failure or delay in either party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure event.

13.2 A party who becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will promptly notify the other.

13.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure event.

14. Termination

14.1 This Agreement shall commence on the Commencement Date pursuant to the Agreement and shall terminate (a) when either party serves 30 days written notice of an intention to terminate with or without cause, (b) if earlier terminated by WMS as provided in clause 14.2 below, or (c) if earlier terminated in accordance with any other provision of this Agreement. Where Affiliate is an individual, if Affiliate dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order, WMS may terminate this Agreement by giving 30 days written notice of its intention to terminate.

14.2 WMS may terminate the Agreement immediately (with or without giving written notice to Affiliate) if Affiliate:

commits any breach of any term of the Agreement;
is unable to pay its debts as they fall due or makes any voluntary arrangement with its creditors, becomes insolvent, becomes subject to an administration order, has an administrative receiver appointed in respect of the whole or any part of its assets, or goes into liquidation;
in WMS' opinion, is in breach of the terms of any advertising code of practice and/or Good Industry Practice;
Is guilty of serious misconduct which, without limitation, shall include the commission of any act of fraud or dishonesty (whether or not connected with this Agreement);
is guilty of incompetence or gross or persistent negligence in respect of its obligations under this Agreement;
fails or refuses after written warning to carry out duties properly required of it under this Agreement.

15. Effects of Termination

15.1 On termination of this Agreement all licenses granted by WMS to Affiliate pursuant to this Agreement will terminate immediately.

15.2 If the Agreement is terminated by WMS under Clause 14.2 WMS will not have any obligation to make any further Payments to Affiliate.

15.3 Upon termination of this Agreement for whatever reason

Affiliate shall immediately comply with all of its outstanding obligations in connection with this Agreement and shall do all such acts and shall execute all such documents as WMS may require to give effect to the terms of this Agreement;
Affiliate shall immediately deliver up to WMS all Promotional Material and Customised Material and all documents and other correspondence, documents, specifications, papers and property belonging to WMS which may be in the possession or control of Affiliate and Affiliate shall not without the written consent of WMS retain any copies of such items.

15.4 The parties have considered the restrictions contained in this Clause and they mutually declare that they are reasonable and fair and in the circumstances go no further than is necessary to protect the legitimate business interests of WMS.

15.5 Termination of this Agreement for whatever reason will be without prejudice to the rights and duties of the parties arising in any way out of this Agreement prior to termination and all the Clauses in this Agreement which expressly or impliedly have effect after termination will continue to be enforceable despite termination.

16. General

16.1 Any notice given under the Agreement must be in writing (whether or not described as "written notice" in the Agreement) and must be delivered personally, sent by pre-paid first class post, or sent by fax or email for the attention of the relevant person, and to the relevant address, fax number or email address specified on the Registration Form (in the case of Affiliate) or WMS' Website (in the case of WMS) (or as notified by one party to the other in accordance with this Clause).

16.2 A notice will be deemed to have been received at the relevant time set out below:

where the notice is delivered personally, at the time of delivery;
where the notice is sent by first class post, 48 hours after posting; and
where the notice is sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

16.3 Regulatory Compliance. Upon request by WMS, Affiliate shall promptly provide all information reasonably requested by the Compliance Committee of WMS Industries Inc. (the "Compliance Committee"), with respect to Affiliate's (including Affiliate's officers, directors, and controlling shareholders) financial condition, litigation, indictments, criminal proceedings, and the like in which they are or may have been involved, if any, in order for the Compliance Committee to determine that no such information would disclose any fact which would jeopardize, in any manner, any gaming licenses or permits held by WMS and/or its Related Companies with any gaming commission, board or similar regulatory agency ("Gaming Commission"). In the event that Affiliate shall fail to so provide all such requested information, or if such information with respect to Affiliate as provided by Affiliate or as obtained as a result of the Compliance Committee's own investigation, discloses facts concerning Affiliate which could, in the sole opinion of the Compliance Committee, jeopardize the obtaining of such gaming licenses or permits or the maintaining of such gaming licenses or permits with any Gaming Commission or if at any time a Gaming Commission disapproves of the relationship with Affiliate under this Agreement, WMS shall have the right upon written notice to Affiliate to terminate this Agreement, in which case, WMS will have no further affirmative obligations to Affiliate, other than to give Affiliate reasonable access to the information disclosed to the Compliance Committee or to the disapproval notice of the Gaming Commission.

16.4 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

16.5 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

16.6 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties. Affiliate will not make any statement on Affiliate's Website or otherwise which expressly or impliedly suggests that there is any such relationship between the parties.

16.7 The Agreement may be varied by WMS by notifying Affiliate via e-mail 30 days in advance that the Agreement has been varied. Affiliate's continued participation in the Affiliate Program after receipt of such a notice will constitute Affiliate's acceptance of the varied Agreement.

16.8 WMS may freely assign its rights and obligations under the Agreement without Affiliate's consent to any successor to all or a substantial part of its business from time to time. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.

16.9 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

16.10 The Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement. Subject to the terms of this Agreement, each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.

16.11 The Agreement (and any non-contractual disputes arising under and/or in connection with it) will be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement (including any non-contractual disputes arising under and/or in connection with it).

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