Terms & Conditions

THIS AFFILIATE AGREEMENT (the “Agreement”) contains the terms and conditions between Joy Media Works LLC., a company organized under the laws of State of Florida, United States of America (“JMW Affiliates” or “we” or “us”) and you with reference to your application to become an affiliate of JMW Affiliates (“Affiliate” or “you” or “your”) according to the this Affiliate Program (as defined below). Your role as our Affiliate shall be to promote JMW Affiliates's game ZITOBOX over the web at "Zitobox.com" and, once shall be applicable and upon JMW Affiliates's sole discretion, over any existing social network, except Facebook and/or any of its affiiliates, partners and/or subsidiaries, or any other future social networks as well, as shall be pre-approved in writing by JMW Affiliates. The Affiliate program is established only for the Zitobox game and not to any other games developed or distributed by JMW Affiliates. JMW Affiliates and Affiliate may each be referred to as a “Party” and collectively as the “Parties”. By marking the “I HAVE READ AND AGREE TO ACCEPT THESE TERMS AND CONDITIONS”, you are making an application to join JMW Affiliates's affiliate program (the “Affiliate Program”) and are agreeing to the terms and conditions set forth in this Agreement, which is a legally binding agreement between JMW Affiliates and Affiliate. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT YOU SHOULD NOT SUBMIT THIS APPLICATION TO BECOME AN AFFILIATE WITHIN THE AFFILIATE PROGRAM.


JMW Affiliates may modify any of the terms of this Agreement, at any time and at its sole discretion, provided that it either (i) e-mails the Affiliate a notice of the amendment to this Agreement or (ii) by posting the new and amended version of this Agreement in the Affiliate Area (as defined below). Any such modification will be effective on the date of the posting in the Affiliate Area or the sending of such notice, if applicable. It is the Affiliate’s responsibility to visit the Affiliate Area frequently to ensure it is fully aware of the latest version of the Agreement. The Affiliate’s continued participation in the Affiliate Program following such posting will be deemed a binding acceptance of the modification. If any modification is unacceptable to you, you are entitled to terminate this Agreement and its participation in the Affiliate Program.

1.1 “Affiliate Area” means the affiliate area of JMW Affiliates (http://www.JMWAffiliates.com) (the "Website"/"Affiliate Area") that is accessible to the Affiliate and that may provide certain “affiliate only” functionality, including facilities to check relevant statistics, update the Affiliate’s profile and create or select additional Affiliate Links.
1.2 “Affiliate Link” means a hypertext link, banner or similar (that may include JMW Affiliates\Zitobox Marks) exclusive to the Affiliate that is obtained from the Affiliate Area that links to JMW Affiliates’s or Zitobox's Website so as to enable a customer to register to use JMW Affiliates’s Services.
1.3 “Affiliate Website” means the website owned and operated by Affiliate specified in the Affiliate’s application for the Affiliate Program or as subsequently changed from time to time and pre-approved in writing by to JMW Affiliates.
1.4 “Business Day” means any day which is not a Friday, Saturday, Sunday or public or bank holiday in the United States of America, in the applicable time zone for the United States of America on such date.
1.5 “Commencement Date” means the date on which JMW Affiliates confirms in writing that the Affiliate’s application to join the Affiliate Program has been accepted.
1.6 “Commission Fee” means the payment due to Affiliate from JMW Affiliates as described and defined in sub-section 4.1 hereunder or as shall be agreed in writing by the Parties. Any specific agreement between both parties shall prevail in case of discrepancy.
1.7 “Confidential Information” means all information which is not publicly known and that is disclosed (by whatever means, directly or indirectly) by one Party to another, whether before or after the Commencement Date including any information relating to the Intellectual Property Rights, products, operations, processes, plans, intentions, product information, each Party's customer data the terms of this Agreement, market opportunities or business affairs of the disclosing Party or any of its sub-contractors, suppliers, users, clients or other contacts.
1.8 “Fraud Activity” means deposits, revenues or traffic generated on JMW Affiliates Services by the Affiliate, or any Player, through illegal means or any other action committed in breach of these terms and conditions or bad faith to defraud or cause unauthorized financial loss to JMW Affiliates (as determined by JMW Affiliates in its sole discretion), regardless of whether or not it actually causes JMW Affiliates harm, including but not limited to deposits generated on stolen credit cards, collusion, manipulation of JMW Affiliates’s Services or Affiliate Program, bonuses or other promotional abuse, creation of false accounts for the purpose of generating Commission Fees, the generation of Commission Fees by Affiliate participation in JMW Affiliates’s Services, and unauthorized use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights (that, for the avoidance of doubt, includes JMW Affiliates Intellectual Property Rights).
1.9 “Intellectual Property Rights” means all rights in the nature of copyright, design rights, patents, trademarks, data base rights, applications for any of the above, moral rights, trade secrets, know-how, domain names, right of publicity or any other intellectual or industrial property rights (and any licenses in connection with any of the same) whether or not registered or capable of registration anywhere in the world.
1.10 “Player(s)” means a user who signs up [creates a new user account] via the Affiliate Links, starts playing for with JMW Affiliates Services and purchases Virtual Currency.
1.11 “JMW Affiliates’s Services” means gaming services offered to end users on JMW Affiliates’s Application(s) via the web or on any social networking service or mobile as applicable from time to time upon Playitka's sole discretion.
1.12 “JMW Affiliates’s Marks” means the trademarks, trade names, or service marks belonging to JMW Affiliates.
1.13 “Relative” means a spouse, partner, parent, sibling or child or any other individual residing in the residence of Player.
1.14 “Restricted Territories” means any territories as shall be communicated by JMW Affiliates to Affiliate from time to time or regardless of JMW Affiliates's communication, Affiliate is aware of such restricted Territories and must communicate the same to JMW Affiliates.
1.15 “Virtual Currency” means virtual money which has no value and shall never be redeemable for cash or anything with value, with real money.

2.1 To become an Affiliate and be part of the Affiliate Program, you will have to submit an application through JMW Affiliates’s Affiliate Area or any other website provided by JMW Affiliates and dedicated to the Affiliate Program. JMW Affiliates will evaluate the application, and provided that the application is acceptable in JMW Affiliates’s sole discretion, we will notify you of your acceptance to the Affiliate Program.
We reserve the exclusive right to reject any application of a potential affiliate and You shall have no right to appeal any decision to reject your application. We may do so if we find you unsuitable for the Affiliate Program for any reason, in our sole discretion, including, without limitation, inclusion of content on your site which is any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethnically or otherwise objectionable, which may include, amongst other things, any of the following: (i) sexually explicit, pornographic or obscene content; (ii) speech, or any pictures, that are offensive, profane, hateful, threatening, harmful defamatory, libelous, obscene, harassing or discriminatory (whether based on race, creed, nationality, ethnicity, religion, gender, sexual orientation, age, disability or otherwise); (iii) graphic violence; (iv) any unlawful behavior; or (v) that any portion of your site is designed to appeal to minors under 18 years old and may have any adverse and negative effect on their nature as minors; or (vi) all types of malicious, harmful or intrusive software designed to distribute or promote any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware.
2.2 Officers, directors, employees, consultants or agents of JMW Affiliates are not permitted to participate in the Affiliate Program. Similarly, Relatives of JMW Affiliates’s employees are not eligible to participate in the Affiliate Program.
2.3 The Affiliate and its Relatives may not become Players and the Affiliate shall not be entitled to any Commission Fees in relation to its Relatives.
2.4 Players shall not open more than one account with the JMW Affiliates Services. Affiliate shall not be entitled to any Commission Fees in relation to Player who opened more than one account. JMW Affiliates may request from a Player to provide sufficient documentation for it to be satisfied in its absolute discretion as to the Player’s identity. JMW Affiliates reserves the right to refuse Players (or suspend or terminate their account) if necessary to comply with any requirements we may establish from time to time.
2.5 The Affiliate agrees to provide JMW Affiliates with any supporting documents requested by JMW Affiliates. The Affiliate is aware that JMW Affiliates has the right to delay payment of Commission Fees if supporting documents are not provided, in JMW Affiliates’s sole discretion. Supporting documents may include, without limitation, any or all of the following for individuals: valid passport copy; valid driving license copy; a copy of a utility bill; a letter of reference from the Affiliate’s bank; a copy of a bank statement. For a company, supporting documentation may include a copy of the company’s certification of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; information regarding the identity of the beneficial owner of the company and the identity of the directors of the company.

3.1 Subject to JMW Affiliates’s acceptance of Affiliate, as of the Commencement Date, Affiliate shall be granted a non-exclusive, non-transferable, revocable license to use the Affiliate Links (which may include JMW Affiliates’s Marks) on the Affiliate Website solely for the purposes of the Affiliate’s participation in the Affiliate Program and in accordance with other limitations and restrictions set forth in this Agreement.
3.2 Affiliate hereby warrants, agrees, and accepts that it will not:

3.2.1 Use the Affiliate Links, JMW Affiliates’s Marks or any other right of JMW Affiliates in any other way which is not set forth and expressly authorized in this Agreement; and/or
3.2.2 Sell, rent, lease, license, or grant any right to use any of the Affiliate Links or JMW Affiliates’s Marks; and/or
3.2.3 Display data such as revenue/ installs data from the Affiliate Links via any electronically accessible medium other than the Affiliate Website without the express written consent of JMW Affiliates; and/or 3.2.4 Use the Affiliate Links or JMW Affiliates’s Marks in any way which proves or is likely to prove detrimental to JMW Affiliates.
3.3 The license granted herein will terminate automatically upon the termination of this Agreement. Notwithstanding any provision contained herein, JMW Affiliates reserves the right to suspend the license at its sole discretion as may vary from time to time.

4.1 Affiliate shall be entitled to receive the Commission Fee as of the Commencement Date through a period ending upon the termination of this Agreement, according to the Affiliate's preferences regarding Revenue Share model or CPA model as provided in the payment section which can be found on this website and approved by JMW Affiliates upon it sole discretion. The parties may reach understanding regarding a different commercial model for their cooperation. In such case it will be agreed upon in a separate annex agreed to and signed by both parties. Any such specific understanding by both parties shall prevail in case of discrepancy conflict between such annex and these terms and conditions. The parties may reach understanding regarding a different commercial model for their cooperation. In such case it will be agreed upon in a separate annex agreed to and signed by both parties. Any such specific understanding by both parties shall prevail in case of discrepancy conflict between such annex and these terms and conditions. "Revenue Share" shall mean the percentage agreed upon by both parties form the Net Revenues i.e. the revenues actually received. "Net Revenues" shall mean the gross revenues, less any refunds, chargebacks (including amounts paid as a result of credit card abuse or fraud, or paid to a Player to settle a claim involving the allegation of credit card or other abuse or fraud), commissions to payment providers and\or Facebook, taxes, levies and any other third party payments. Cost per Action "CPA" meaning that JMW Affiliates shall pay for each specified action (a purchase, a form submission, and so on) made by a valid Player and purchased Virtual Coins in the game linked to the advertisement in the Affiliate Links. According to the different tiers and the payment table, JMW Affiliates shall pay the specified amount per Player who purchased the coins, based on reaching qualification, volume and total players in each specific tier. You are welcome to check out the payout terms on this site periodically. "Charge-Back" shall mean the uncollectable transaction as a result of Player non-payment or fraudulent use. In the event that a chargeback or credit applies, JMW Affiliates reserve the right to deduct the associated fees from the Commission Fee owed to the Affiliate during any given payment period. JMW Affiliates will report to the Affiliate the relevant Player activity that generated the Commission Fees. The form, content and frequency of the reports may vary from time to time at JMW Affiliates’s sole discretion. Please note that the daily reporting system may provide an inaccurate Commission Fee estimation due to existing refunds and chargebacks, hence the revenues shall be calculated according to monies actually received by JMW Affiliates upon its sole discretion. JMW Affiliates reserves the right to modify its traffic reports and charge the Affiliate for refunds and charge-backs according to reports provided to JMW Affiliates by third party, such as but not limited to Facebook, upon three months as of charge date.
4.2 Kindly note that as of January 1st 2013, Facebook shall allow users to perform payments by using their local currencies. Hence it is hereby agreed that your payment will be done in US Dollars and the conversion rate shall be the rate JMW Affiliates uses to calculate currency conversions, based on a standard bank rate selected by JMW Affiliates in its sole discretion on a quarterly basis.
4.3 The Affiliate can track its traffic activity on the JMW Affiliates’s Services by logging into the Affiliate Area to see reports summarizing traffic activity. JMW Affiliates’s measurements and calculations in relation to the traffic and the relevant Commission Fee figures shall be the sole and authoritative tool and shall not be open to audit or appeal. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Affiliate Links between your Affiliate Sites and the JMW Affiliates's Services are properly formatted throughout the Term of this Agreement. Please note that the reports in the system are updated on a daily basis however, JMW Affiliates shall not be liable for any system failure to provide accurate reports on a daily basis.
4.4 Please note that we reserve the right to take action against Affiliates that show patterns of manipulating the Affiliates Commission Fee schemes or the Affiliate Program itself. If we determine at our sole discretion that such conduct is being practiced, we may withhold any Commission Fee accrued to the benefit of the relevant Affiliate and terminate this Agreement with immediate effect. JMW Affiliates may decide upon it sole discretion to terminate an account of any Player and the Affiliate shall not be notified in such case. In addition, kindly note that an Affiliate shall not be entitled to any Commission Fee for his/hers own playing activity within Zitobox i.e. an Affiliate is prohibited from clicking on its own tracking link, create a new player account, purchase coins in Zitobox and expect to be paid for this action.
4.5 Unless otherwise agreed in writing by the parties, all Commission Fees will be paid within thirty (30) days following the end of month in which monies were actually received from the third party money processor. The Commission Fee will be paid against a duly received tax receipt which shall be provided to JMW Affiliates not later than the 15th of the subsequent month and payment will be performed on the 1st days of the following month, i.e. Commission Fee for September will be paid against a tax receipt receive until 15th October and payment will be done on the 1st of November.
4.6 At its sole discretion, JMW Affiliates may impose a policy that if the amount due is negative in any particular month, then that negative amount will carry over and be deducted against the Commission Fees due in the following month. In the event Commission Fees for a given calendar month total less than One Hundred US Dollars ($500.00) (the “Minimum Amount”). JMW Affiliates will not be obligated to make the payment to the Affiliate until such time where Commission Fee is greater than the Minimum Amount.
4.7 In addition to JMW Affiliates’s termination rights under this Agreement, we reserve the right to automatically suspend or cancel your account and your Commission Fee, upon JMW Affiliates’s sole discretion, in the event that you have not provided any traffic in six (6) consecutive calendar months.
In case you have less than the Minimum Amount mentioned above in your account and you have not provided any significant traffic for a period of 6 months, JMW Affiliates is not obliged to pay you the Commission Fee in your account and shall forfeits that Commission Fee as maintenance payment for your account until it is closed by JMW Affiliates as being a dormant account. In the event that JMW Affiliates suspects any Fraud Activity, then it may suspend payment of the Commission Fees and/or block the Affiliate activity in connection with the Affiliate Program, in its sole discretion, while it investigates and verifies the relevant transactions. In any period where JMW Affiliates reviews Commission Fee for possible Fraud Activity, JMW Affiliates shall not be obliged to pay to Affiliate any Commission Fees in respect to Players, whom, in its sole discretion, are not verifiably who they claim to be or are otherwise involved in Fraud Activity. In the event that JMW Affiliates determines any activity to constitute Fraud Activity, then it will be entitled to withhold Commission Fee of such sums otherwise due. Further, where JMW Affiliates considers any other act of Affiliate (or Player) to be in contravention of this Agreement, then in its sole discretion JMW Affiliates may recalculate the Commission Fees to recover the loss caused to it by such Fraud Activity. Notwithstanding any of the aforementioned, any incident of Fraud Activity and/or excessive charge-backs on your part upon JMW Affiliates's sole discretion constitutes a breach of this Agreement and JMW Affiliates reserves the right to automatically terminate this Agreement and to offset any losses and/or expenses it incurred in connection with such breach from any Commission Fee due to the Affiliate, a part of all existing remedies under applicable law in each jurisdiction.
4.8 All payments to the Affiliate will be due and payable in US Dollars or such other currency as JMW Affiliates will determine, regardless of the currency any Players may have participated in. Commission Fee payment will be made by check, wire, a JMW Affiliates account or any other method as JMW Affiliates in its sole discretion decides, although it will use reasonable endeavors to accommodate the Affiliate’s preferred payment method. Commercially reasonable charges for wires or courier charges for checks will be covered by the Affiliate and deducted from due Commission Fees. For the avoidance of doubt, JMW Affiliates has no liability to pay any currency conversion charges or any charges associated with the transfer of Commission Fee to the Affiliate.
4.9 You shall provide accurate details in regard to the manner and information relating to your preferred method of receiving Commission Fee and JMW Affiliates shall not be held liable for your delayed receipt of Commission Fee due to your provision of inaccurate or incomplete details.
4.10 In the event that you provide JMW Affiliates with incorrect or incomplete details in relation to your preferred payment method and JMW Affiliates is not able to transfer the commission Fee to you, JMW Affiliates reserves the right to subtract from the commission Fee due to you an amount of money to reflect the required investigation and additional work created by your having provided incorrect or incomplete details. JMW Affiliates shall be entitled to set-off from the amount of commission Fee to be paid to you any associated costs related to the transfer of such payment.
4.11 The Affiliate understands and agrees that users must link through to the JMW Affiliates Services using the Affiliate Links and purchase Virtual Coins in order to become Players and the Affiliate to receive a Commission Fee.

5.1 JMW Affiliates will register Players and will track their activity on the JMW Affiliates Services to ensure accurate payment of Commission Fees due to the Affiliate. However, JMW Affiliates reserves the right to refuse applicant users or close the accounts of Players if necessary at its absolute discretion, for any reason whatsoever.
5.2 JMW Affiliates will provide the Affiliate Links in the Affiliate Area. JMW Affiliates may suspend or terminate any Affiliate Link at any time. If JMW Affiliates terminates this Agreement following a breach of any of its terms by the Affiliate, JMW Affiliates will not be required to pay any Commission Fees otherwise owed on termination to the extent that the Affiliate’s breach causes an equivalent loss to JMW Affiliates. JMW Affiliates shall have the right to offset any losses and/or expenses it incurred in connection with such breach from any amount due to the Affiliate. Remaining Affiliate Links may not be affected.
5.3 JMW Affiliates will pay the Affiliate the Commission Fees as shall be agreed by the Parties, provided, however, that Affiliate has not breached this Agreement, there has been no Fraud Activity, or for any other reason which payment by JMW Affiliates may be suspended or terminated.
5.4 Without prejudice to any other rights or remedies available to JMW Affiliates under this Agreement or otherwise, JMW Affiliates shall be entitled to offset any payments otherwise payable by it to the Affiliate, against any liability of the Affiliate to JMW Affiliates, including any claims JMW Affiliates has against the Affiliate resulting from its breach of this Agreement.
5.5 JMW Affiliates may but is not obliged to monitor the Affiliate’s Website to ensure the Affiliate is complying with the terms of this Agreement and the Affiliate will provide JMW Affiliates with all data and information (including, but not limited to, passwords) to enable JMW Affiliates to perform such monitoring at no cost to JMW Affiliates.
5.6 JMW Affiliates may, at any time, directly or indirectly, solicit users referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with the Affiliate’s Website.
5.7 JMW Affiliates may, at any time, directly or indirectly, enter into marketing terms with other affiliates on the same or different terms as those provided to the Affiliate in this Agreement and the Affiliate acknowledges that such affiliates may be competitors to his marketing terms and conditions.

6.1 The Affiliate shall provide accurate and complete information to JMW Affiliates when completing the Affiliate Program application and shall promptly update such information through the Affiliate Area if all or any part of it changes. The Affiliate shall also provide JMW Affiliates with such other information as it may reasonably request from time to time for the purposes of ensuring the Affiliate’s compliance with this Agreement.
6.2 You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, enforceable against you in accordance with its terms; (ii) such acceptance and the performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; and (iii) you are an adult of at least 18 years of age or a duly registered company . You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.
6.3 The Affiliate will be solely responsible for the operation and content of the Affiliate’s Website, including its compliance with all the requirements of this Section 6. The Affiliate will be solely responsible for ensuring its Website and all content thereof is original or otherwise permitted to be published by the owner thereof, and comply with the applicable laws, regulations and policies. The Affiliate will not make any claims, representations or warranties in connection with JMW Affiliates and is not authorized to make any commitment or assume any liability or obligation on JMW Affiliates's behalf.
6.4 The Affiliate shall market to and refer users to the JMW Affiliates Services. Save for the content of the Affiliate Links, the Affiliate will be solely liable for the content and manner of such marketing activities. All marketing activities must be professional and lawful under applicable rules, regulations, laws (including any laws in relation to the content and nature of any advertising or marketing) and policies and otherwise comply with the terms of this Agreement.
6.5 The Affiliate shall use its best endeavors to actively and effectively advertise, market and promote JMW Affiliates’s Services as widely as possible in order to maximize the financial benefit of this Agreement to both the Affiliate and JMW Affiliates. The Affiliate shall only engage in advertising, marketing and promotional efforts which reflect positively upon the business of JMW Affiliates. You undertake to comply with all reasonable instructions received from JMW Affiliates in relation to your activities in marketing and promoting JMW Affiliates's Sites including, without limitation, any instruction received from JMW Affiliates requesting you to post on the Affiliate Website information regarding new features and promotions on the Sites.
6.6 The Affiliate shall bear all costs and expenses incurred in connection with the advertising, marketing and promotion of JMW Affiliates’s Services under this Agreement.
6.7 The Affiliate shall not modify the Affiliate Links in any way without the prior written consent of JMW Affiliates.
6.8 The Affiliate shall fully comply with Facebook's terms and condition, as provided in here: http://www.facebook.com/legal/terms#!/policies/ and may be updated from time to time. Affiliate shall hold JMW Affiliates harmless and indemnify JMW Affiliates, from any complaint and\or claim submitted by Facebook upon its own initiative or on behalf of any user with respect to Affiliate's behavior or any action or inaction related to JMW Affiliates Services.
6.9 The Affiliate shall not market JMW Affiliates’s Website and/or JMW Affiliates’s Services or JMW Affiliates’s Marks in any way, unless such activities are approved in writing by JMW Affiliates, including, without limitation: (i) on any website on which JMW Affiliates promotes JMW Affiliates’s Services; (ii) on or through any internet search engine on or through which JMW Affiliates promotes any of JMW Affiliates’s Services; (iii) in any other manner that results in it competing with JMW Affiliates in relation to the promotion of any of JMW Affiliates’s Services or (iv) otherwise where JMW Affiliates request that it cease such marketing activities. Without derogating from the foregoing, any revenues incurred in connection with the prohibited activity set forth in this section, shall be deemed as royalties due to JMW Affiliates and shall be repaid to it upon its first request.
6.10 The Affiliate shall not place any Affiliate Links on any website other than the Affiliate’s Website or any other website with respect to which the Affiliate has a legal right to place content. If during the term of this Agreement you wish to place the Links on sites other than the Affiliate Website you must make sure that those other sites comply with these Terms and may not include any illegal or inappropriate content. PLEASE NOTE THAT AFFILIATE SHALL NOT BE ENTITLIED TO ANY COMMISSION FEE GENERATED IN ANY OTHER WEBSITE OTHER THAN VIA ZITOBOX.COM, once applicable.
6.11 The Affiliate shall not itself on its Affiliate Websites, nor shall it authorize, assist or encourage any third party to:

6.11.1 place Affiliate Links on any website or other medium where the content and/or material on such website or medium is potentially libelous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or that is, at JMW Affiliates’s sole discretion, otherwise unsuitable;
6.11.2 develop and/or implement marketing strategies that have as their direct or indirect objective the marketing of JMW Affiliates’s Services to any persons who are under the age of 13 shall be denied;
6.11.3 place Affiliate Links on any online site or other medium where the content and/or material on such online site or medium:
  • infringe any third party’s Intellectual Property Rights;
  • copy or resemble JMW Affiliates’s Website in whole or in part;
  • disparage JMW Affiliates or otherwise damages its goodwill or reputation in any way; and
  • frame any page of JMW Affiliates Website in whole or in part;
  • in any way alter, redirect or in any way interfere with the operation or accessibility of JMW Affiliates Website;
  • cause any of JMW Affiliates Website (or any parts or pages thereof) to open in a Player’s browser (or anywhere else used for accessing JMW Affiliates Services) other than as a result of the Player clicking on the Affiliate Links;
  • attempt to intercept or redirect (including via user-installed software) traffic from or on any online website or other place that participates in the Affiliate Program;
  • use any means (other than the Affiliate Links) to promote the JMW Affiliates Website that resemble in any way the look and/or feel of any of the JMW Affiliates Website whether in whole or in part;
  • attempt to communicate to users (including Players) whether directly or indirectly to solicit them to move to any website other than the JMW Affiliates Website;
  • market or promote JMW Affiliates Services within the Restricted States and Territories.
6.11.4 If JMW Affiliates determines, in its sole discretion, that the Affiliate has engaged in any of the activities set out in clause 6.10, JMW Affiliates may (without limiting any other rights or remedies available to JMW Affiliates) withhold any Commission Fees to the extent that they are equivalent to the loss to JMW Affiliates caused by such breach and/or terminate this Agreement immediately on notice.
6.11.5 The Affiliate shall comply with all applicable laws and any policy notified by JMW Affiliates through the Affiliate Area or otherwise in relation to money laundering or any other financial crime and/or the proceeds of crime and/or data & privacy protection. JMW Affiliates shall have no liability with respect to any Affiliate's activity which it does in contrary to existing laws and regulations in its own country.
6.11.6 All taxes due in connection with any Commission Fees paid to the Affiliate are the Affiliate’s sole liability. The Affiliate is responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of its income from this Agreement and for collecting and paying the income tax and social security contributions in respect of any staff. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable, the Affiliate is responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where its services are provided and it acknowledges that the Commission Fees that it receives shall be deemed to include all VAT, sales tax or turnover tax. Affiliate agrees that JMW Affiliates shall deduct and withhold from any payment payable pursuant to this Agreement any amounts required to be deducted or withheld under any applicable law .To the extent that amounts are withheld; such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Affiliate.
6.11.7 Your activities in relation to a promotion shall be strictly in accordance with JMW Affiliates’s relevant guidelines and all applicable laws as such shall exist and be amended from time to time. Your offering of a promotion other than those provided in the Links at any time shall be conditional on your receipt of our prior written approval for the promotion and in the event that you do not receive our approval in relation to a promotion, you shall not be permitted to receive any commission Fee generated on account of Players, as defined below, who have become such a Player in connection with the relevant unapproved Promotion.
6.11.8 Once Affiliate chooses the commercial model of CPA Affiliate is aware that incentivized traffic of any kind is not allowed. Only upon a specific written confirmation by JMW Affiliates, Affiliate will be able to send incentivized traffic on a CPA deal. Such approval shall be upon JMW Affiliates's sole discretion.
6.11.9 You will be solely responsible for the technical operation of your Affiliate Website and the accuracy and appropriateness of materials posted on therein.
6.11.10 You are not permitted to register a domain name that includes, incorporates or consists of our trademarks or any domain name that is confusingly similar to any of JMW Affiliates or Zitobox trademarks. On execution of this Agreement and as a continuing obligation, you will inform JMW Affiliates of any domain names you own which are in breach of the foregoing. Once we become aware that you have registered a breaching domain name you will be informed and required to transfer the domain name to us forthwith and free of charge to any company we nominate. Your obligation to transfer domain names registered in breach of this clause extends to domain names registered prior to the date of execution of this agreement. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. We may, in our sole discretion, withhold all commission Fee payments that may be due to you until the domain name is transferred.
6.11.11 In relation to keyword bidding it is hereby made clear that you may not advertise (make use in any search engine ads) or purchase or register identifiers for use in any search engine, which are identical or similar to any of the trademarks or trade names of "JMW Affiliates" or "Zitobox" without JMW Affiliates's prior written consent. In case your traffic has been identified as generating from such resources, you shall not be entitled to any Commission Fee generated form those resources and JMW Affiliates may terminate your account upon its sole discretion.

Other than the payment of the Commission Fee owed during the term of this Agreement, the Affiliate shall not have any rights relating to any Players and shall not be entitled to any further consideration other than the Commission Fee. All data relating to the Players shall remain JMW Affiliates’s exclusive property and the Affiliate requires no right to such information except pursuant to JMW Affiliates’s express written instructions.

8.1 The term of this Agreement will begin upon JMW Affiliates’s electronic confirmation of the Affiliate’s acceptance into the Affiliate Program.
8.2 This Agreement may be terminated by the Affiliate at any time without any cause by giving JMW Affiliates thirty (30) days advance written notice. For the avoidance of doubt, termination of the Agreement will end the Affiliate’s participation in the Affiliate Program as a whole. The Affiliate may not terminate any specific Affiliate Website or specific JMW Affiliates's Links.
8.3 This Agreement may be terminated by JMW Affiliates, with or without cause, immediately upon written notice to the Affiliate that it may send by email to the email address that the Affiliate has provided to JMW Affiliates or by fax to the fax number that the Affiliate may have provided to JMW Affiliates. In the event JMW Affiliates terminates the Agreement, it shall be entitled to automatically render any Affiliate Links inoperative.
8.4 This Agreement may be immediately terminated by JMW Affiliates in cases of any suspicion or verified Fraud Activity.
8.5 In addition to its right to terminate, JMW Affiliates may, at its sole discretion and without prejudice to its further rights and remedies, suspend this Agreement and Affiliate's access to its account. During the period of any suspension, JMW Affiliates may withhold the payment of any Commission Fees. Provided that they are not required to be withheld under the terms this Agreement or forfeited in case of breach of the terms of this Agreement and closure of the account upon JMW Affiliates's sole discretion, payment of any withheld Commission Fees will be made to the Affiliate when suspension has been cancelled and rescinded.

9.1 Except as set out in this section 9, termination of this Agreement shall be without prejudice to any rights or obligations which have accrued prior to termination and termination will not relieve the Affiliate from any liability arising from any breach of this Agreement which occurred prior to termination.
9.2 Upon the termination of this Agreement, all rights and licenses granted by JMW Affiliates to the Affiliate pursuant to this Agreement will immediately terminate. The Affiliate must remove all of the Affiliate Links from the Affiliate Website, as well as any other marks, names, symbols, logos, designs or any other material, graphics and content owned, developed, licensed or created by JMW Affiliates and/or provided to the Affiliate by JMW Affiliates in connection with this Agreement.
9.3 Affiliate will be entitled to Commission Fees, if any, earned on or prior to the date of termination and for a term of 12 months. However, the Affiliate will not be entitled to any Commission Fees relating to Player activity following the completion of 12 months as of the termination date.
9.4 JMW Affiliates may withhold final payment of Commission Fees for a reasonable time following termination to ensure that the correct and accurate amount is paid to Affiliate.
9.5 If JMW Affiliates continues to permit activity from Players after termination, this shall not constitute a continuation or renewal of this Agreement, or a waiver of termination.

10.1 During the term of this Agreement and after termination or expiration of this Agreement, Affiliate will not use any Confidential Information for any purpose other than in pursuance of their rights and obligations under this Agreement nor disclose any Confidential Information to any person except with the prior written consent JMW Affiliates and shall keep and remain strictly confidential and secret such to Confidential Information and shall not utilize, directly or indirectly, such Confidential Information for Affiliate’s business or any other purposes other than those in accordance with the license granted to you in this Agreement.
10.2 Upon termination this Agreement, Affiliate, shall deliver to JMW Affiliates and/or destroy all copies of Confidential Information in their possession, in accordance to the JMW Affiliates’s request and subject to JMW Affiliates’s sole discretion, shall use all reasonable endeavors to destroy all copies of Confidential Information stored electronically.

You will indemnify and hold JMW Affiliates harmless from all claims, damages, and expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by JMW Affiliates and/or any third party, relating to the development, operation, maintenance, and contents of your Affiliate Website or any materials, products or services linked to therein and in consequence of any breach by the Affiliate of its obligations under this Agreement. You hereby acknowledge that your conduct as an Affiliate shall reflect on JMW Affiliates and has the potential to cause substantial damage to JMW Affiliates’s reputation and goodwill and that you shall at all times consider the goodwill and reputation of JMW Affiliates and JMW Affiliates’s name. This clause will survive termination of this Agreement for any reason.


13.1 Save as provided by statute and to the fullest extent permitted by law, the following provisions set out the entire liability of JMW Affiliates (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the Affiliate whether in contract, tort, statute, equity or otherwise:

13.1.1 the Affiliate acknowledge and agrees that (except as expressly provided in this Agreement) the Affiliate Links and Affiliate Area are provided “AS IS” without warranties of any kind (whether express or implied); and
13.1.2 all conditions, warranties, terms and undertakings (whether express or implied), statutory or otherwise relating to the delivery, performance, quality, accuracy, uninterrupted use, fitness for purpose, occurrence or reliability of the Affiliate Links or the Affiliate Area are hereby excluded to the fullest extent permitted by law.
13.2 Without derogating form Section 13.1 above, JMW Affiliates makes no express or implied warranties or representations with respect to the Affiliate Program, the Affiliate Links, the Affiliate Area, the Commission Fee payment arrangements or to any arrangement contemplated by this Agreement (including, without limitation, their functionality, fitness for a particular purpose, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, JMW Affiliates makes no representation that the operation of JMW Affiliates Website, JMW Affiliates Services, the Affiliate Area, the Affiliate Links and the will be uninterrupted or error-free and, to the fullest extent permissible by law, will not be liable for the consequences of any interruptions or errors.

You and JMW Affiliates are independent contractors. Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties or as constituting either party as the agent of the other party for any purpose whatsoever. No Party shall have the authority to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose.

15.1 Except as required by law or by any legal or regulatory authority, the Affiliate may not issue any press release or other communication to the public with respect to this Agreement, without JMW Affiliates’s prior written consent.
15.2 JMW Affiliates has a zero-tolerance policy for SPAM. An Affiliate who shall be accused of SPAMMING will be removed immediately from the Affiliate Program. The only recourse you have is to maintain your affiliate relationship is proof of “opt in” that will undermine the validity of the SPAM complaint. Valid SPAM complaints will result in the immediate termination of your account and forfeiture of any commissions owed to you.
15.3 You acknowledge that you have read this Agreement and that you have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee or statement other than as contained in this Agreement. In addition you had an opportunity to consult with your own legal advisors if you so desired, and agree to all its terms and conditions.
15.4 Except where the Affiliate has received JMW Affiliates prior written consent, it may not assign (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of its obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
15.5 Whenever possible, each provision of this Agreement will 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 other provision hereof.
15.6 This Agreement embodies the complete agreement and understanding of the Parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter. Each of the Parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each Party irrevocably and unconditionally waives all claims, rights and remedies that, but for this clause, it might otherwise have had in relation to any of the foregoing.
15.7 JMW Affiliates will send all notices and communications under this Agreement by e-mail to the address provided by the Affiliate on its application to join the Affiliate Program.
15.8 The Affiliate will send all notices and communications under this Agreement to cpa@JMWAffiliates.com or such other e-mail address as notified to it via the Affiliate Area from time to time.
15.9 If either Party is affected by Force Majeure it shall notify the other Party in writing of the matters constituting the Force Majeure and shall keep that Party informed of their continuance and of any relevant change of circumstances whilst such Force Majeure continues. Neither Party shall have any liability to the other in respect of an event of Force Majeure.
15.10 Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
15.11 No breach of any provision of this Agreement shall be waived or discharged except with the express written consent of the Parties.
15.12 No failure or delay by a party to exercise any of its rights under this Agreement shall operate as a waiver thereof and no single or partial exercise of any such right shall prevent any other or further exercise of that or any other right.
15.13 In case of any discrepancies between the meanings of any translated version of this Agreement, the meaning of the English language version shall prevail.
15.14 This Agreement and any non-contractual obligations arising in connection with it shall be governed by Israeli law.
15.15 The competent courts of Tel-Aviv – Jaffa shall has exclusive jurisdiction to determine any dispute arising in connection with this Agreement, including disputes relating to any non-contractual obligations.
15.16 In the event that the Affiliate has any questions, it should contact cpa@JMWAffiliates.com.

The following terms and conditions shall govern our agreement with you with respect of Sub-Affiliates. Capitalized term used herein shall have the meaning assigned to them in the JMW Affiliates Affiliate Agreement set out above.
1. A "Sub-Affiliate" shall mean an Affiliate introduced to JMW Affiliates by you. To avoid doubt, we shall offer one tier of Sub-Affiliate Commissions (as defined below) so that you shall be paid only for Sub-Affiliates introduced by yourself and not by the Sub-Affiliate.
2. You may introduce potential Sub-Affiliates to JMW Affiliates via the "Introduce a Sub-Affiliate" link located on the Affiliates Area. Potential Sub-Affiliates will be required to submit a completed Affiliates application. We will evaluate the Sub-Affiliate application and in the event that the application is accepted you will be notified of our acceptance of the Sub-Affiliate to the Affiliates Program introduced by you via the Affiliates information site. We reserve the right, in our sole discretion, to reject a Sub-Affiliate application.
3. As a condition of our acceptance of a Sub-Affiliate to the Affiliates Program, each Sub-Affiliate will be required to accept the JMWAffiliates.com Affiliate Agreement.
4. Sub-Affiliates shall receive commissions from JMW Affiliates in accordance with the commission program of their choice. You shall be entitled to receive commissions from JMW Affiliates in relation to commissions received by Sub-Affiliates introduced by you (a "Sub-Affiliate Commission"). The Sub-Affiliate Commission received by you shall be linked to the commission program elected by the Sub-Affiliate and shall not be determined by the Commission Fee of your choice.
5. In relation to Sub-Affiliates you are strictly prohibited from: (i) introducing yourself or a family member as a Sub-Affiliate, (ii) offering or providing a Sub-Affiliate or potential Sub-Affiliate any incentive (financial or otherwise) to act as or become a Sub-Affiliate; or (iii) attempt to use the Sub-Affiliate program in any way whatsoever in bad faith against JMW Affiliates.
6. We may modify any of the terms and conditions contained herein, at any time and at our sole discretion.

Last Updated: June 2015