Terms and Conditions

HPG Interactive Malta LTD, a limited liability company incorporated under the laws of and registered in Malta, with company number C60230 whose office is at Abacus Building, Suite 2, Psaila Street, Santa Venera, SVR9017, Malta (HPG interactive Malta Ltd.) and the Affiliate, as defined in clause 1.1

These Terms and Conditions shall apply to and be part of the agreement entered into by Goldruncasino Affiliates and the Affiliate upon the acceptance by Goldruncasino of the Affiliate’s application to become a participant in the Program as defined below in clause 1.1.

1 DEFINITIONS

1.1 In these terms and conditions, the following terms have the following meaning:

Affiliate

the person or legal entity who has signed up to become a participant in the Affiliates Program in accordance with clause 3 of these Terms and Conditions and with whom an Agreement has been entered into by the acceptance by Goldruncasino affiliates of his/her application.

Affiliate Program

the program used by Goldruncasino affiliates to involve affiliates for the promotion of the Goldruncasino Website via links, banners and/or advertisements on websites of such affiliates, as set out in clause 2 of these Terms and Conditions.

Affiliate Website

the website owned and/or operated by the Affiliate, for which Goldruncasino affiliates has granted permission to be used to promote the Goldruncasino Website (as defined below), via links, banners or advertisements.

Agreement

the agreement between Goldruncasino affiliates and the Affiliate concluded on the basis of the application made by the Affiliate pursuant to clause 3 hereof and the acceptance of Goldruncasino affiliates of that application, including these Terms and Conditions.

Applicant

the person or legal entity signing up to participate in the Affiliates Program by submitting the application set forth in clause 3 of these Terms and Conditions.

Goldruncasino affiliates

a trade name of HPG interactive Malta Ltd, a limited liability company incorporated under the laws of Malta, with registration number C60230 with its registered address at “Abacus Building”, Suite 2, Psaila Street, Santa Venera, SVR9017, Malta (EU)

Goldruncasino Website

the website Goldruncasino.com, which is operated by HPG interactive Malta Ltd, a company incorporated in Malta, with registration number C60230 with its registered address at “Abacus Building”, Suite 2, Psaila Street, Santa Venera, SVR9017, Malta (EU) and which offers online casino games for Players aged 18 years and older.

Player

player or customer that makes use of the Goldruncasino Website.

Remuneration

the remuneration to which the Affiliate is entitled as a participant in the Program as set forth in clause 5.

Services

the services provided via the Goldruncasino Website.

Tracker / Link

a promotional website element like a link or banner, with a tracing code, to be placed on the Affiliate’s website and which allows to trace and measure the number of visitors that is directed to the Goldruncasino Website via the Affiliate’s website and to measure and store in the Affiliate Program system the results of such visits.

Terms and Conditions

these terms and conditions which define the relations of Goldruncasino affiliates and the Affiliate as part of the Agreement.

2 THE AFFILIATE PROGRAM

2.1 Goldruncasino affiliates wishes to involve affiliates for the promotion of the Goldruncasino Website, via links, banners and/or advertisements on the website of such affiliates, for which such affiliates will receive remuneration. Therefore Goldruncasino affiliates offers persons or entities the possibility to participate in an affiliate program. A person or entity, who wishes to participate in the Affiliate Program and to become an affiliate, will have to submit an application in accordance with clause 3 hereof and subsequently has to be accepted by Goldruncasino affiliates.

2.2 Goldruncasino affiliates will provide the affiliates with the means for their promotional activities, in the form of banners, text links and other promotional materials.

The basis of the affiliate system is the Tracker. If a Player registers on the Goldruncasino Website following the Tracker on the website of an Affiliate, then the Affiliate Program system grants this Player to that Affiliate.

Therefore, it is elementary that the Affiliate makes sure that the Player uses the Tracker on the website of the Affiliate.

2.3 Goldruncasino affiliates grants an Affiliate access to a protected database and user area, where the Affiliate has insight in all revenues generated by the Players that have been directed to the Goldruncasino Website via the Tracker on the Affiliate Website.

2.4 Furthermore the Affiliate is granted by Goldruncasino affiliates, during the term of his/her participation in the Affiliate Program a non-exclusive and non-transferable user right of the brand "Goldruncasino", together with the company logo, other logos and promotional material, like banners and other graphic documentation. These user rights may only be used for the promotion of the Goldruncasino Website on the Affiliate Website.

2.5 Nothing in the Affiliate Program or in these Terms and Conditions can or should be interpreted as creating between Goldruncasino affiliates and the Affiliate a relationship of exclusivity, franchise, agency or the provision of services. Each of Goldruncasino affiliates and the Affiliate shall remain independent parties.

3 APPLICATION

3.1 By submitting the application to become an affiliate of Goldruncasino affiliates, the applicant warrants that he/she has read and understood all the terms and conditions of these Terms and Conditions and agrees to be bound by these Terms and Conditions as part of the Agreement which will enter into force as per the moment of acceptance by Goldruncasino affiliates of the application.

3.2 The Applicant needs to fill out the application form which is available on the Goldruncasino affiliates website. All personal details on the form need to be entered correctly and truthfully.

3.3 The Applicant must be accepted by Goldruncasino affiliates to become an Affiliate. Part of the acceptance procedure will be a visit to and evaluation of the Applicant’s website in order to determine whether that website meets the criteria as set by Goldruncasino affiliates. Goldruncasino affiliates has the right to refuse to accept the Applicant’s application without any further explanation. Once the Applicant is accepted as a participant in the Affiliate Program, he/she becomes an Affiliate and these Terms and Conditions shall apply.

3.4 Goldruncasino affiliates will inform the Applicant within 2 business days whether the application is rejected or granted.

3.5 The Affiliate will be provided with a personal username and password to be able to access the Affiliate Program data base and user area for the purpose of reviewing the revenues of Players granted to the Affiliate.

4 AFFILIATE’S OBLIGATIONS

4.1 The Affiliate will act in conformity with all guidelines and instructions issued by Goldruncasino affiliates.

4.2 The Affiliate will have to actively promote the Goldruncasino Website on the Affiliate Website. If the Affiliate owns and/or operates also other websites than the Affiliate Website, the Affiliate will use for the promotion of the Goldruncasino Website the website(s) that is/are best suited for promotion of the Goldruncasino Website, but only after having given Goldruncasino affiliates the opportunity to visit and evaluate such website(s) and after Goldruncasino affiliates has accepted in writing such website(s). Such website(s) will then become an Affiliate Website.

4.3 The Affiliate shall himself and for his own account place the Tracker(s), links, banners, advertisements and other promotional material on the Affiliate Website and shall put in maximum effort to bring these to the attention of the visitors of the Affiliate Website.

4.4 The Affiliate will procure that the information on the Affiliate Website regarding Goldruncasino affiliates and the Goldruncasino Website is accurate and truthful and at all times up to date.

4.5 The Affiliate is not allowed to act as a representative of Goldruncasino affiliates, to sign any contracts, including these Terms and Conditions, on behalf of Goldruncasino and/or Goldruncasino affiliates or to commit to any obligation with a third party on behalf of Goldruncasino and/or Goldruncasino affiliates. The Affiliate is bound to communicate at all times that he/she acts independently and unattached.

4.6 The Affiliate will not do or communicate anything, whether by advertisements or otherwise, that could damage the goodwill, reputation and brand image of Goldruncasino affiliates, the Goldruncasino Website or its operator.

4.7 The Affiliate is fully responsible for the content, development and operation of the Affiliate Website and shall bear all the costs which he/she may incur in connection with the promotional activities for the Goldruncasino Website.

4.8 The Affiliate shall procure that the username and password provided to him/her by Goldruncasino affiliates are sufficiently protected and safeguarded. Any suspicion of illegal use of such password and/or username must be notified to Goldruncasino affiliates immediately in order to prevent further misuse.

4.9 The Affiliate shall procure that the Affiliate Website shall not contain any illegal, criminal, unlawful or immoral content and/or information nor any pornographic content, explicit sexual material, discriminatory content and content with child abuse or any other unlawful or immoral content. Furthermore the Affiliate shall procure that the Affiliate Website does not contain content that breaches intellectual or property rights or other rules, laws and/or regulations.

4.10 The Affiliate shall only apply for and act as an affiliate of the Affiliate Program to promote the Goldruncasino Website for commercial purposes. The Affiliate, his/her family, friends, acquaintances, or any other person the Affiliate is familiar with, is not allowed to open a player account on the Goldruncasino Website and make use of the account in the disadvantage of Goldruncasino affiliates.

4.11 The Affiliate is only allowed to open an account to test his/her own Trackers and to make a deposit in order to test if everything works properly, if the Affiliate has informed Goldruncasino affiliates thereof before opening the account and depositing any money.

4.12 The Affiliate is not allowed to use for the promotion of his/her Affiliate account any means which can be regarded as unrequested communications (SPAM), like the unsolicited sending of bulk messages sent by e-mail, fax messages, SMS messages (texting), MMS messages, mail, forum posts, social networking or similar abuse in other media.

4.13 The Affiliate shall not perform any fraudulent activities, nor shall the Affiliate bring Players to the Goldruncasino Website of whom the Affiliate knows or should reasonably know that they are fraudulent players.

5 REMUNERATION

5.1 Goldruncasino affiliates calculates the remuneration for the Affiliate on the basis of the net revenue per Player, who registered and started to play on the Goldruncasino Website after following a Tracker on the Affiliate Website. Goldruncasino affiliates bears the costs of promotions, campaigns, transactions and bonuses.

5.2 The net revenue of a Player (used as basis for the calculation of the Affiliate’s revenue share) is calculated according to the following formula: Real Money Bets (meaning all bets actually made in cash by the Player) less Real Money Won (meaning all winnings actually paid out in cash or otherwise granted to the Player) less applicable tax less 20% costs (costs related to the development and use of games only) less chargebacks charged by credit card companies (the outcome of which formula is hereinafter referred to as the “ Player’s Remuneration Base”).

5.3 The remuneration to which the Affiliate is entitled, will be calculated on a monthly basis over the preceding month, running from 00.00 AM on the first day of the month, to 00.00 PM of the last day of the month concerned.

5.4 According to Goldruncasino affiliates policy, the balance of a Player’s Remuneration Base at the end of the month should in principle not be negative and therefore will be reset on zero at the end of each month under normal circumstances. However, Goldruncasino affiliates reserves the right to quarantine a Player that made big winnings (meaning that the negative balance will be carried-over to the following month(s)) and to continue the quarantine until the relevant Player’s Remuneration Base balance reaches zero again.

5.5 In case of a quarantined Player (5.4), Goldruncasino affiliates and the Affiliate have to sign a quarantine form, which states that (a) the Affiliate agrees to quarantine the Player en b) the Player is released from quarantine as soon as his/her Player’s Remuneration Base balance is zero.

5.6 If the Affiliate does not agree with the quarantine of a Player, then an Affiliate will not be on a balance of zero at the end of the month. In this case, the negative balance at the end of the month counts as the starting balance for the next month. Affiliates do not have to pay Goldruncasino affiliates for levelling the negative balance: in the next month(s), the other revenues will be added to the negative balance and compensation takes place based on the net revenues of other referred Players

5.7 The basic percentage of the remuneration for the Affiliate varies from 25%-45% of the Player’s Remuneration Base (the “ Remuneration”).

5.8 Goldruncasino affiliates reserves the right to adjust at any time the percentages for the Remuneration downwards in case of apparent deterioration in the Affiliate’s performance or a less active promotion policy/activity by the Affiliate.

5.9 In case the Affiliate does not promote the Goldruncasino Website actively, he/she is still entitled to a minimum Remuneration of 10% of the Player’s Remuneration Base.

5.10 With respect to taxation, the Affiliate is personally responsible and liable for declaring the Remunerations at the tax authorities of the country where he or she resides. Goldruncasino affiliates cannot bear any responsibility or liability for an Affiliate in this matter. The Remuneration of the Affiliate shall be deemed to be exclusive of value added tax (VAT) or any other applicable tax. VAT shall be payable into the account of an Affiliate in addition to the Remuneration except where pursuant to Maltese law Goldruncasino affiliates has to account for VAT in Malta in relation to this Agreement and these Terms and Conditions (under reverse charge). In case of any change in the applicable VAT the Remunerations shall be adjusted so the position of Goldruncasino affiliates remains not more onerous than prior to the change. The Remuneration is inclusive of any and all taxes, including but not limited to value added tax. The Affiliate is solely responsible for the payment of any and all taxes, fees, charges and any other money payable or due both locally and abroad to any tax authority and/ or any other authority as a result of the Remuneration generated under this Agreement.

6 PAYMENTS

6.1 Pay-out of the Remuneration takes place within two weeks after the end of the relevant month. Goldruncasino affiliates strives to pay out the Remuneration within a period of five business days after the end of the relevant month.

6.2 Goldruncasino affiliates will credit the amount of the Remuneration to a bank account, Money bookers account or Neteller account. If the Affiliate chooses to be paid on a bank account, such bank account needs to be a valid bank account, in the same name as the name of the legal person or personal details that an Affiliate has entered in the application for the registration of an affiliate with Goldruncasino affiliates.

6.3 If the amount of the Remuneration is below or equal to € 100.- (hundred Euro), Goldruncasino affiliates shall reschedule the pay-out to the next month until the amount to be paid out is more than € 100.- (hundred Euro).

6.4 Charges regarding bank transfers shall reasonably be borne by Goldruncasino affiliates.

7 GOLDRUNCASINO AFFILIATES’ OBLIGATIONS

7.1 Goldruncasino affiliates shall grant the Affiliate access to his or her account and to the statistics related to the Affiliate’s performance, which statistics shall be updated by Goldruncasino affiliates on a monthly basis.

7.2 Goldruncasino affiliates shall procure that Players, which an Affiliate brings to the Goldruncasino Website, are tracked by a safety management system and that the playing behaviour, deposits and other activities of a Player are monitored. Players who behave fraudulently will be removed from the Goldruncasino Website and possible remunerations for the relevant Player and Remuneration for the Affiliate shall then be confiscated.

7.3 The turnover details as well as personal details of a Player that signs up for the Goldruncasino Website via a Tracker on the Affiliate Website are and will remain property of Goldruncasino affiliates at all times.

7.4 Goldruncasino affiliates shall not be limited as regards the form in which it wishes to offer its services, including the right to make changes to the Affiliates Program, without requiring consent of the Affiliate. However, Goldruncasino affiliates shall inform the Affiliate in case it decides to change or stop its policy on strategic level.

7.5 Although Goldruncasino affiliates strives for maximum performance of the Goldruncasino Website services and the website affiliates.goldruncasino.com, Goldruncasino affiliates cannot guarantee these services for 100%, as the performance of these services depends on (the services of) third parties. Goldruncasino affiliates shall therefore not be liable if an Affiliate suffers damages because there is no full access to the Goldruncasino Website services or the website affiliates.goldruncasino.com.

8 INTELLECTUAL PROPERTY RIGHTS

8.1 HPG Interactive Malta Ltd is and remains the exclusive rightful owner of all intellectual property rights of the brand "Goldruncasino" and the Affiliate shall not be entitled to use a domain name linked to the Goldruncasino Website without the prior written consent of Goldruncasino affiliates.

9 TERM AND TERMINATION

9.1 The Agreement enters into force the exact moment the application of the Affiliate is accepted and approved by Goldruncasino affiliates.

9.2 The Agreement is concluded for an indefinite period and shall continue to be in force, until terminated by either Goldruncasino affiliates or the Affiliate.

9.3 The Affiliate has the right to terminate the Agreement at any moment, without a notice period, by giving notice via e-mail or mail.

9.4 Goldruncasino affiliates has the right to terminate the Agreement with a notice period of two months in case of a take-over of the concept or operator of the Goldruncasino Website by an independent company.

9.5 Goldruncasino affiliates has the right to terminate the Agreement if the Affiliate does not take the right measures when the Affiliate received a written notification of default and has not taken the required measures and repaired the default within two weeks.

9.6 Goldruncasino affiliates is entitled to terminate this Agreement and close any Affiliate’s account, with immediate effect and without a written notification of default being required:

9.6.a if the Affiliate enters false personal details as described in clause 3.2;

9.6.b if the activities of the Affiliate have a negative influence on Goldruncasino affiliates or affect the brand name and reputation of the Goldruncasino Website as described in clause 4.5, clause 4.6, clause 4.9 and/or clause 4.12;

9.6.c if the Affiliate undermines or is to undermine Goldruncasino affiliates as described in clause 4.10, and/or clause 4.13;

9.6.d if Goldruncasino affiliates or Goldruncasino Website needs to stop its activities on judicial or government command;

while in case of termination for reasons set forth in 9.6.a, 9.6.b and/or 9.6.c Goldruncasino affiliates shall be authorized to confiscate Remunerations or other revenues of the Affiliate’s accounts and to refuse the pay out of revenues or profits of Players

9.7 In case of termination of the Agreement, whether by the Affiliate or by Goldruncasino affiliates, the Affiliate shall immediately remove all links, banners, texts, advertisements and other publications that refer to Goldruncasino affiliates on his/her Affiliate Website.

9.8 If the Affiliate terminates the Agreement, and none of the circumstances mentioned in article 9.6.a, article 9.6.b and/or article 9.6.c have occurred, then he/she remains entitled to the agreed Remunerations for the last full month before his written cancellation. At the end of the month, the account of an Affiliate will be closed down and access to the system will be blocked.

10 MODIFICATION AND CONSENT

10.1 These Terms and Conditions can at any time be changed by Goldruncasino affiliates without the consent of the Affiliate, but Goldruncasino affiliates will inform the Affiliate about the changes and the reasons why they were made.

10.2 The terms and conditions which were part of the Agreement before they were changed will automatically be replaced by the new and adjusted terms and conditions. If the Affiliate does not agree with the changes of Goldruncasino affiliates, then he is entitled to terminate the Agreement and Terms and Conditions which were part thereof, with an e-mail or a formal letter. The date of termination of the Agreement shall, in that case be the date on which the changed terms and conditions are rejected by the Affiliate.

10.3 The Affiliate agrees that he/she has no exclusivity and that Goldruncasino affiliates is entitled to agree different promotions and/or conditions to other, competing affiliates. This shall not entitle the Affiliate to claim adjustment of the Agreement and these Terms and Conditions to bring them in line with such other promotions and/or conditions.

10.4 The Affiliate is not entitled to assign any rights and/or duties under the Agreement and these Terms and Conditions to any third party, without the prior written consent of Goldruncasino affiliates.

10.5 In the event Goldruncasino Website will grant consent in writing for an assignment of rights and duties as referred to in clause 10.4, the affiliate who has assumed such rights and duties and who then shall be the new Affiliate under this Agreement and these Terms and Conditions, will enter a probation period of 6 months. Within this probation period Goldruncasino affiliates is entitled to terminate the Agreement and the cooperation with the new Affiliate with immediate effect for any reason to the discretion of Goldruncasino affiliates.

11 INDEMNITY

11.1 The Affiliate shall hold Goldruncasino affiliates harmless against and shall indemnify Goldruncasino affiliates for:

11.1.a any and all claims that may be instituted against Goldruncasino affiliates as a consequence of the behaviour or shortcomings of the Affiliate or a third party acting on behalf of or as a representative of the Affiliate, and

11.1.b any and all damage suffered by Goldruncasino affiliates and which can be directly linked to the misuse or theft of the username and password of the Affiliate.

12 LIABILITY

12.1 Goldruncasino affiliates is not liable for direct or indirect damages suffered by the Affiliate due to the malfunctioning of the Goldruncasino Website and/or the website affiliates.goldruncasino.com.

12.2 Goldruncasino affiliates is not liable for any other direct or indirect damage suffered by the Affiliate other than direct damages resulting from wilful misconduct or gross negligence on the part of Goldruncasino affiliates, in which latter case the total liability of Goldruncasino affiliates shall be limited to the lesser of (i) the current Remuneration of the Affiliate or (ii) a maximum amount of EUR 30,000 (thirty thousand Euro).

13 CONFIDENTIALITY

13.1 In the performance of their duties under the Agreement, Goldruncasino affiliates and the Affiliate will get access to confidential information and data of the other Party. Both Parties agree to be bound by an obliged to keep confidential any such information and/or data and not to disclose such information and data to any third party without the prior written consent of the other Party, unless such disclosure is required pursuant to legislation or court order.

14 MISCELLANEOUS

14.1 The invalidity, unenforceability or illegality of any provision (or part of a provision) of these Terms and Conditions under the laws of any jurisdiction shall not affect the validity, enforceability or legality of the other provisions.

14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted or amended, the provision shall apply with whatever modification as is necessary to give effect to the commercial intention of the parties.

15 GOVERING LAW AND JURISDICTION

15.1 The Agreement and these Terms and Conditions are governed by and shall be construed in accordance with the laws of Malta.

15.2 Any disputes arising out or in relation to the Agreement or these Terms and Conditions, including any dispute arising out or in connection with these Terms and Conditions will exclusively be resolved by arbitration and shall be submitted to the Malta Arbitration Centre, Malta.