Caesars Interactive Entertainment Affiliate Program Terms & Conditions
Before agreeing to participate in the CIE affiliate
program, this affiliate marketing agreement (this "agreement") should
be read carefully by the individual or other legal entity that may execute it
(from here on 'You' or "Affiliate"). It sets forth the terms and
conditions that permit you to become an affiliate of Caesars Interactive
Entertainment, INC. (from here on 'CIE') and to market and promote the CIE
site. If you do not accept the terms and conditions of this agreement, please
do not register for or participate in the CIE Affiliate program. By clicking
the "i agree" button below, you execute and consent to the terms and
conditions set forth in this agreement as may be updated or modified from time
to time in accordance with the provisions below, and the agreement constitutes
a legally binding agreement between Affiliate and CIE
1. Definitions. The following capitalized
terms have the meanings set forth below:
1.1. 'Action Player Points' means the points earned by a WSOP
player which determine a player's VIP level but which have no value as further
detailed in the player loyalty program found on the CIE Website.
1.2. 'Online Tier
Credits' means the points earned by a CaesarsCasino.com /
HarrahsCasino.com player which determine a player's VIP level but which have no
value as further detailed in the player loyalty program found on the CIE
1.3. 'Affiliate Content' means any content or other materials
displayed on or otherwise used as part of an Affiliate Website, excluding the
1.4. 'Affiliate Link' means a link generated via the Affiliate
Portal that appends a unique Serial ID to the click-through URL that identified
Players who registered to the site as having been referred by a specific Affiliate.
1.5. 'Affiliate Portal' means the web-based portal that CIE makes
available to affiliate partners which contains Promotional Content, guidelines
and other information, and that affiliate partners use for reporting purposes.
1.6. 'Affiliate Website(s)' means the website(s) that are owned and
controlled by Affiliate and which are submitted by Affiliate as websites that
are to be used by Affiliate to present the Promotional Content, or a CIE
website owned and controlled by CIE that contains Promotional Content that is
made available to Affiliate by and in CIE's sole discretion. For the avoidance
of doubt, Affiliate shall not use any other medium to distribute the
Promotional Content except for Affiliate's website.
1.7. 'CIE Site' means the websites located at the following URLs: www.wsop.com, www.caesarscasino.com and www.harrahscasino.com.
1.8. 'CIE Trademarks' means the CIE proprietary trademarks and
logos embedded within the Promotional Content.
1.9. 'Confidential Information' means certain information CIE
discloses to Affiliate which information CIE considers to be confidential.
1.10. 'Effective Date' has the meaning described in Section 6.1.
1.11. 'EULA' means the end user license agreement that governs a
player's use of the CIE Site.
1.12. 'Gambling Services' means CIE's gambling services offered
through the Internet via the CIE Site or through other devices such as but not
limited to (i) interactive television, and (ii) mobile gambling platforms.
1.13. 'Party' shall mean either CIE or Affiliate, individually, and
'Parties' shall mean CIE and Affiliate, collectively.
1.14. 'Potential Player' means any individual who perceives the
Promotional Content via an Affiliate Website.
1.15. 'Promotional Content' means the banners, text links and any
other display ads and communication materials made available by CIE to
Affiliate, the Promotion Code, and any other branding or other content CIE
makes available to Affiliate, in CIE's sole discretion.
1.16. 'Promotion Code' means the unique identifying code CIE makes
available to Affiliate that provides their potential players with access to a
special offer such as, but no limited to, a deposit bonus when they redeem the
1.17. 'Qualified Player' means a Potential Player who: (i) is
accepted by CIE as a registered CIE Site user along with a Serial ID that
identifies the player as having been referred by the Affiliate; (ii) is a
first-time user of the CIE Site; (iiia) has a Ten US Dollar ($10.00 USD)
accumulative deposit plus Twenty Five (25) Action Player Points earned on
WSOP.com; (iiib) has a Twenty Five US Dollar ($25.00 USD) accumulative deposit
plus ten (10) Online Tier Credits earned on CaesarsCasino.com or
HarrahsCasino.com; and (iv) otherwise satisfies the
requirements of this Agreement.
1.18. 'Referral Fees' means the amounts CIE will pay to Affiliate
in accordance with the terms of this Agreement.
1.19. 'Restricted Individuals' means the officers, directors,
employees, consultants, and agents of the Affiliate, CIE, or CIE's affiliates,
suppliers, vendors or white label partners.
1.20. 'Serial ID' means a unique identifier code assigned to an
Affiliate and appended to all Affiliate Links that identified Players as having
been referred by a specific Affiliate.
1.21. 'Term' means the time period between the date this Agreement
commences and the date this Agreement is terminated by either Party in
accordance with the terms herein.
2.1. Authorized Use. Subject to Affiliate's compliance with the
terms of this Agreement, Affiliate is authorized to display the Promotional
Content solely to promote the CIE Site and solely within the Affiliate
Website(s), provided that Affiliate's use of the Promotional Content will be
strictly in accordance with CIE's then-current guidelines available on the
Affiliate Portal and the Caesars Marketing Code of Commitment available
on www.caesars.com/corporate, as may be updated from time to
time (the 'Marketing Code').
2.2. Affiliate Website. Affiliate will not display or use the
Promotional Content or otherwise promote the CIE Site in any way that is not
specifically allowed under the terms of this Agreement. Affiliate is authorized
to display the Promotional Content solely within the Affiliate Website unless
CIE otherwise pre-approves another medium in writing. Affiliate will not modify
the Promotional Content (including but not limited to the format, substance, size,
color, or orientation) unless CIE explicitly approves such modification in
writing, and any approved modification will be limited to the Affiliate
2.3. CIE Trademarks. Subject to Affiliate's compliance with the
terms, conditions and limitations set forth in this Agreement, and solely to
the extent CIE has such rights, CIE hereby grants to Affiliate, and Affiliate
hereby accepts, a non-exclusive, nontransferable limited license, without the
right of sublicense, to use any CIE Trademarks solely for purposes of
displaying the Promotional Content through the Affiliate Website to promote the
CIE Site, in accordance with the terms of this Agreement and CIE's Trademark
Usage Guidelines available on the Affiliate Portal as may be updated from time
to time. Affiliate acknowledges and agrees that the nature and quality of the
activities conducted pursuant to the Agreement will conform to quality
standards set by CIE for use of its trademarks. No additional rights outside of
this express license grant shall be inferred or flow to Affiliate. Subject to
the limited rights granted herein, CIE retains and reserves unto itself all
rights, title, interest and ownership in and to the CIE Trademarks. Affiliate
acknowledges and agrees that it shall acquire no ownership rights to the CIE
Trademarks by virtue of this Agreement or otherwise, that all uses by Affiliate
of CIE Trademarks and all goodwill generated through such shall inure to the
benefit of CIE, and that Affiliate will execute all documents reasonably requested
by CIE to evidence such ownership rights.
3. Referral Fees and
3.1. Referral Fees. CIE shall pay Affiliate a monthly referral fee
for each Qualified Player Affiliate brings to the CIE Site during a calendar
month over the Term of the Agreement. The amount of the monthly referral fee
shall be based on the total number of Qualified Players an Affiliate brings to
the CIE Site during such calendar month as further described at http://www.caesarsaffiliates.com/commissions.aspx.
3.2. Payment Terms. CIE will pay the Referral Fees to Affiliate
approximately thirty (30) days after the end of the calendar month in which
Referral Fees arise. However, Affiliate agrees that CIE shall not be obligated
to make any payments to Affiliate until Affiliate (i) reaches a minimum
Referral Fee threshold amount of $100.00 USD and (ii) has provided CIE with all
required sign-up documentation described on the Affiliate Portal.
3.3. Affiliate Portal. CIE will provide Affiliate with a password
to access the Affiliate Portal. Affiliate may access the Affiliate Portal to
view the activity of Qualified Players to the extent relevant to calculating
the Referral Fees in the prior month.
4. Qualified Players
4.1. Only Potential Players who receive access to the Promotional Content via
an Approved Medium can become Qualified Players. No Referral Fees will arise
for individuals who are directed to the CIE Site via Promotional Content that
is not displayed via an Affiliate Website.
4.2. CIE reserves the right, in CIE's sole discretion, to: (i) reject a
Potential Player's registration for the CIE Site or otherwise reject a
Potential Player from becoming a Qualified Player; or (ii) terminate or suspend
the account of any Qualified Player at any time subject to the terms and
conditions of the EULA.
4.3. Restricted Individuals and relatives of Restricted Individuals are
prohibited from being Qualified Players or otherwise directly or indirectly
using the Gambling Service as further described in the EULA.
Obligations & Restrictions
(a) Upon the request
of CIE, Affiliate will promptly provide to CIE all requested information
regarding Affiliate in order for CIE to conduct a background check.
(b) Affiliate is solely responsible for the development, operation and
maintenance of its Affiliate Websites, all Affiliate Content and/or any
syndicated third party content on Affiliate's Website.
(c) Affiliate agrees to place Promotional Content that links to the CIE website
via an Affiliate Link on the Affiliate Website, to ensure that the Promotional
Content is property formatted at all times, and that it shall not create any
link from the Affiliate Website to the CIE Site other than the Promotional
Content without CIE's prior written consent.
(d) Affiliate is only permitted to place banners forming part of the
Promotional Content on an Affiliate Website by linking to the banner server
made available by CIE for this purpose and by no other means without the prior
written approval of CIE.
(e) Affiliate shall comply with all reasonable instructions received from CIE
in relation to the Affiliate's activities in marketing and promoting the CIE
Site including, without limitation, any instruction received from the Company requesting
Affiliate to post on an Affiliate Website information regarding new features
and promotions on the CIE Site.
(f) Affiliate acknowledges that the placement of Promotional Content on an
Affiliate Website and the Affiliate's conduct as an affiliate has the potential
to inflict substantial damage to the CIE Trademarks and to the reputation and
goodwill of CIE and that Affiliate shall at all times act in a manner that will
not harm such CIE Trademarks, goodwill and reputation.
(g) Affiliate shall not offer or provide incentives of any nature to Qualified
Players or potential Qualified Players without the prior written consent of
(h) Affiliate may not hold itself out to be or to represent any CIE entity, or
its agents, or employees in any forum including any social media site.
(i) Affiliate agrees to use its best efforts to market and promote the CIE
Site, in a manner consistent with good business ethics and in good faith
(j) Affiliate acknowledges that as a holder of a privileged gaming license, CIE
and certain affiliates are required to adhere to strict laws and regulations
regarding vendor and other business relationships. If at any time CIE
determines, in its sole discretion, that its association with Affiliate could
violate any statutes and regulations regarding prohibited relationships with
gaming companies, or if CIE determines in good faith, in its sole discretion,
that it would be in its best interest to terminate its relationship with
Affiliate in order to protect any of its privileged gaming licenses, CIE may
immediately terminate this Agreement.
(a) Affiliate will
not submit for approval any Affiliate Website, or employ any Affiliate Website,
(i) violates or otherwise conflicts with any statutes,
laws, ordinances, rules, regulations, or other government-imposed requirement;
(ii) is specifically intended for or oriented to
viewers under the age of 21;
(iii) includes Affiliate Content or links to any other
content that: (i) is unlawful, pornographic, or obscene; (ii) promotes racism,
bigotry, or violence; or (iii) violates the rights of any third-party,
including but not limited to intellectual property rights and rights of
publicity and privacy.
(iv) copies or resembles the look and feel of the CIE
Site (or any part thereof), or that creates the impression that the Affiliate
Website is the CIE Site (or any part thereof);
(v) disparages, tarnishes or otherwise portrays CIE,
the CIE Trademarks or the Gambling Service in a negative light;
(vi) sends unsolicited or spam email; or
(vii) contains or distributes any spyware, adware, or
other unwanted threats.
(i) Affiliate will not advertise or purchase or
register keywords, search terms, social media user names or other identifiers
for use in any search engine, portal, sponsored advertising service, or other
search or referral service, which are identical or similar to any CIE
Trademarks or other CIE trademarks or trade names, including but not limited to
the 'World Series of Poker', ‘WSOP’,', ‘HARRAHS’', 'CAESARS' or 'CIE', or any
variations of the foregoing, or include metatag keywords in advertising that
are identical or similar to any of the CIE trademarks or trade names or that
otherwise include the term 'WSOP', ‘HARRAHS’ or ‘CAESARS’. If Affiliate
registers or records any such keywords, search terms, social media usernames or
other identifiers, Affiliate agrees all ownership rights in keywords, search
terms, social media usernames or other identifiers shall immediately vest in
CIE and that Affiliate will cooperate in executing any documentation necessary
to evidence ownership by CIE.
(ii) Affiliate will not register a domain name that
includes, incorporates, or consists of CIE Trademarks or any domain name that
is confusingly similar to CIE Trademarks.
(iii) Upon execution of this Agreement and as a
continuing obligation throughout the Term, Affiliate will inform CIE of any
domain names it registers or owns that are in breach of this Section 5.2(b). At
CIE's option, Affiliate will be required to transfer any such domain name at no
charge to CIE or any company designated by CIE. THE OBLIGATION TO TRANSFER SUCH
DOMAIN NAME EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE EFFECTIVE DATE.
Affiliate will not allow the domain name registration to lapse until it has
been transferred to CIE or the CIE-designated company. CIE reserves the right,
in its sole discretion, to withhold all Referral Fees that may be due to
Affiliate until such domain names are transferred.
(iv) Affiliate will not use or adopt any corporate
name, trade name, trade dress or other form of corporate identification which
includes the CIE Trademarks or any portion thereof or which is confusingly
(v) Affiliate shall not market the CIE Website in any
way that might compete with CIE's own marketing efforts, unless Affiliate has
received prior written approval from CIE in such regard. By way of example
only, the following activities will be considered to be activities, which if
undertaken by Affiliate, would compete with CIE's own marketing efforts and are
prohibited hereunder: (i) the placement of Promotional Content on any Internet
sites on which CIE places advertisements for the CIE Sites; (ii) the placement
of Promotional Content on any Internet site other than an Affiliate Website;
and (iii) the promotion of the CIE Sites by Affiliate by way of keyword
advertising with Internet search engines. A breach by the Affiliate of the
foregoing provisions would constitute a breach of this Agreement and CIE may
terminate this Agreement per Section 6.
5.3. CIE's approval of an Affiliate Website does not limit the above
restrictions or requirements or otherwise authorize conduct restricted in this
6. Termination of the
6.1. Effective Date. Each Party acknowledges and agrees (x) this
Agreement shall not be effective and (y) Affiliate shall not be entitled to and
may not be paid any form of compensation by CIE until the later of (a) the date
upon which CIE receives notice that the Affiliate has registered with, has been
licensed by, or has complied with any other regulatory requirements of all
applicable gaming regulatory agencies or (b) a date to be determined by CIE in
writing in its sole discretion (the 'Effective Date').
6.2. Termination. Each Party may terminate this Agreement at any
time, for any reason or no reason, by providing written notice to the other
Party, and termination will be effective fifteen (15) days after such notice.
CIE may terminate this Agreement immediately upon written notice for any breach
of this Agreement by Affiliate.
6.3. Effects of Expiration or Termination. Upon termination of this
Agreement: (i) all rights and licenses hereunder shall immediately terminate;
(ii) Affiliate must cease using, and remove any digital versions of, all
Promotional Content within twenty-four (24) hours of termination; (iii)
Affiliate will return to CIE all Confidential Information received from CIE,
including any and all copies thereof, which is in the possession of Affiliate;
(iv) CIE will pay to Affiliate all Referral Fees that have accrued prior to the
effective date of termination and CIE will have no further payment obligations
to Affiliate; and (v) Sections 5.2(b), 6.3, 7, 8, 9, 10, and 11 will survive.
6.4. Changes to Affiliate Program. CIE may change the terms of the
Affiliate Program at any time, and CIE may modify this Agreement at any time.
Any modifications shall be posted on the Affiliate Portal. Changes will not
apply retroactively and generally will become effective two (2) days after they
are posted. However, changes addressing new aspects of the Affiliate Program or
changes made for legal reasons will be effective immediately. If Affiliate does
not agree to any modified terms in the Agreement, Affiliate will need to
terminate its participation in the Affiliate Program.
Affiliate will strictly maintain the confidentiality of the Confidential
Information CIE may disclose to Affiliate pursuant to this Agreement, and
Affiliate will not use Confidential Information, directly or indirectly, for
its own or any third-party's purposes.
8. Warranties &
8.1. Mutual Warranties. Each Party represents and warrants to the
other Party it has the full right and authority to grant the rights and
licenses granted herein.
8.2. Affiliate Warranties.
represents and warrants that it will comply with all laws and regulations and
that it has obtained, and will hold and comply with, all licenses, permits and
authorizations necessary to perform under and exercise the rights under this
Agreement, as now or hereafter required under any applicable statutes, laws,
ordinances, rules, and regulations, including but not limited to the licensing
and other requirements imposed by the Nevada Gaming Control Board and New
Jersey Casino Control Commission, at its own cost.
(b) Affiliate represents and warrants that it has the ability, experience,
expertise and resources to perform all of its obligations hereunder.
(c) Affiliate represents and warrants that there is no legal, commercial,
contractual or other restriction, which precludes or might preclude it from
fully performing its obligations pursuant to this Agreement. Affiliate agrees
that if during the Term anything should occur to prevent it from wholly
fulfilling its obligations under this Agreement, the Affiliate shall
immediately notify CIE, and CIE shall be entitled to terminate this Agreement
per Section 6.
8.3. Disclaimer. EXCEPT
FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS SECTION 8, CIE MAKES NO REPRESENTATION
OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. CIE DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY,
ACCURACY, TITLE, AND NON-INFRINGEMENT.
8.4. Restriction. Affiliate will make no representations or
warranties on behalf of CIE, including but not limited to false or misleading
representations, with respect to CIE, the CIE Site, the Gambling Services, or
any features or functionality of CIE's products or services.
9. Limitation of
CIE WILL NOT BE LIABLE, AND DISCLAIMS ANY LIABILITY, FOR ANY SPECIAL, PUNITIVE,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST BUSINESS
OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CIE AFFILIATE
PROGRAM, EVEN IF CIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CIE'S
AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF
THE REFERRAL FEES ARISING UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR
TO THE CLAIM.
10.1. Indemnification by Affiliate. At the option and request of
CIE, Affiliate will defend (or settle), indemnify and hold CIE, its affiliates,
officers, directors and employees harmless, from and against any liabilities,
losses, damages and expenses, including court costs and reasonable attorneys'
fees, arising out of or in connection with any third-claim that results from
Affiliate's breach of Sections 5 or 8, or the Affiliate Websites, Affiliate
Content, and any other materials, products or services related thereto.
10.2. Indemnification by CIE. At the option and request of
Affiliate, CIE will defend (or settle), indemnify and hold Affiliate, its
affiliates, officers, directors and employees harmless, from and against any
liabilities, losses, damages and expenses, including court costs and reasonable
attorneys' fees, arising out of or in connection with any third-party claim
that results from Affiliate's use of CIE Trademarks in a manner approved by CIE
in accordance with the terms of this Agreement or CIE's breach of Section 8.
10.3. Process & Requirements. Neither Party shall have any
obligation under this Section 10 to defend, indemnify or hold harmless the
other Party unless the other Party (i) provides notice of the claim in a
reasonably timely manner such that the indemnifying Party is not materially
prejudiced in its defense; (ii) provides the indemnifying Party with all
reasonable information and assistance, at the indemnifying Party's expense, to
defend or settle the claim; and (iii) grants the indemnifying Party authority
and sole control of the defense or settlement of such claim. The indemnified
Party reserves the right to retain counsel, at indemnified Party's expense, to
participate in the defense and settlement of any such claim. The indemnifying
Party shall not settle any claim, without the indemnified Party's Claimant's
prior written consent, if such settlement would require the indemnified Party
to pay any compensation or assume any obligations or restriction.
11.1. Notices. Any and all notices or demands provided for,
permitted or required to be given in connection with this Agreement shall be in
writing and be conclusively deemed to have been given if (i) personally
delivered to the party entitled to receive the same; or (ii) within five (5)
days after depositing it in a United States mailbox either by certified or
registered mail, postage prepaid, in a sealed envelope addressed to the name
and address of the party entitled to receive the same as set forth hereinabove;
or (iii) within one (1) day if sent via fax to the number listed below and a
confirmation receipt is generated; or within (iv) two (2) days if sent by a
first class overnight, nationally known delivery or courier service, prepaid in
a sealed envelope or package addressed to the name and address of the Party
entitled to receive the same as set forth on the first page of this Agreement.
11.2. Jurisdiction and Venue. This Agreement shall be governed by,
construed in and enforced exclusively in accordance with the laws of the State
of Nevada without regard to its conflict of law provisions. Except for claims
for which subject matter jurisdiction resides solely in United States District
Court (in which event, all said disputes shall be resolved solely and
exclusively in the United States Court for the District of Nevada), the Eight
District Judicial Court of the State of Nevada shall have sole and exclusive
subject matter jurisdiction over any action brought to interpret, judge,
decide, rule upon and enforce in any manner provided by Nevada law any of the
terms, covenants, conditions, representations or warranties contained herein,
and Affiliate expressly consents to personal jurisdiction in Nevada for the
purpose of resolving any dispute related to the making or interpretation of
11.3. Assignment. Affiliate may not assign this Agreement, by
operation or law or otherwise, without CIE's prior written consent, and any
assignment that conflicts with the foregoing is null and void. CIE may assign
this agreement to a third-party at its discretion. This Agreement will be
binding on, inure to the benefit of and be enforceable against the parties and
their respective successors and permitted assigns.
11.4. Counterparts and Admissibility of Electronic Copies. This Agreement
and any amendment or addendum thereto, may be executed in counterparts each of
which when executed by the requisite parties shall be deemed to be a complete
original document. An electronic or facsimile copy thereof shall be deemed, and
shall have the same legal force and effect as, an original document.
11.5. Attorneys' Fees. In the event either party brings an action
against the other to enforce this Agreement, or to defend an action brought by
the other party, the prevailing Party in such action shall be reimbursed by the
other Party for such costs as may be incurred in such action and any appeal
from judgment, including reasonable attorney's fees, court costs and expert
11.6. Headings. Section headings are not to be considered part of
this Agreement and are included solely for convenience and reference and shall
not be held to define, construe, govern or limit the meaning of any term or
provision of this Agreement. References in this Agreement to a section shall be
reference to a section of this Agreement unless otherwise stated or the context
11.7. Interpretation. This Agreement is to be deemed to have been
prepared jointly by the parties hereto, and if any inconsistency or ambiguity
exists herein, it shall not be interpreted against either party, but according
to the application of rules of the interpretation of contracts. Each Party has
had the availability of legal counsel with respect to its execution of this
11.8. Third Persons. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person other than the parties hereto
any rights or remedies under or by reason of this Agreement.
11.9. Conflicts. In the event of any conflict between the terms or
provisions expressed in this Agreement and any term or provision in any other
alleged agreement, proposal or documents, the term or provision of this
Agreement shall govern to the extent of the conflict.
11.10. No Inducements. No party or their respective officers,
employees or agents have solicited or received from the other Party any sum,
gift or gratuity or other thing of value as an inducement to securing or
maintaining the performances hereunder.
11.11. Amendment. This Agreement may be amended (i) in a writing
signed by both parties that expressly states that it is amending this
Agreement, or (ii) as set forth in Section 6.4, if Affiliate keeps
participating in the Affiliate Program after CIE modifies the Agreement.
11.12. Waiver. The failure of either party to require the
performance of any obligation herein, or the waiver by either party of any
breach condition, shall not prevent a subsequent enforcement of such obligation
or constitute a waiver of any subsequent breach.
11.13. Severability. If any provision in this Agreement is held to
be invalid or unenforceable, such provision will be amended to achieve as
nearly as possible the objectives of, and the same economic effect as the
original provision and all other provisions will remain in full force and