This Affiliate Agreement ("Agreement") contains the complete terms and conditions between you and Duplicate Inc. (2007) and includes all terms and conditions regarding your application and, if approved, subsequent participation in the Affiliate Program.
1.
GENERAL
In completing the Affiliate Sign-up Form, and, subsequently marketing and referring new Members to www.DuplicatePoker.com and/or www.e-pokerusa.com, you agree to be bound by all the terms and conditions set out in this Agreement.
2.
PROGRAM APPLICATION AND ENROLMENT
2.1
We will evaluate your application and notify you of our decision. We may reject your application if we determine, in our sole discretion, that your site is not suitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content on your site that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues or (v) any unlawful behavior or conduct. Similarly, we shall reject your application if we determine, in our sole discretion, that your site is designed to appeal to minors. If we reject your application, you are welcome to reapply to the Affiliate Program at any time.
2.2
Identity and Disclosure. You must provide true and complete information to us at all times; including but not limited to, your identity, contact information, payment instructions, nationality, residency, location and nature of your marketing activities, and any other information that we may request.
3.
MARKETING ACTIVITIES AND RESPONSIBILITIES.
3.1
Solely
at your own cost and expense, you may market to and refer potential
players to us. Subject to the requirements of this Agreement and such
guidelines as we may adopt from time to time, you will be solely
responsible for the content and manner of your marketing activities.
You will not actively target your marketing to minors. You will not
actively target your marketing to the following
Arizona, Arkansas, Delaware, Florida, Illinois, Iowa, Louisiana, Maryland, Montana, South Carolina, Tennessee and Vermont or any other jurisdiction in which we advise you that participation in fee-based skill contests is or may be restricted by law.
3.2
Obligations Regarding Your Site. You will be solely responsible for the technical operation of your site and the accuracy and appropriateness of materials posted on therein. You agree that your site will not, in any way, copy or resemble the look and feel of our websites, www.e-PokerUSA.com and www.DuplicatePoker.com, or of the client servers for play in the games offered by those websites, nor will you create the impression that your site is any of our websites. You also agree that your site will not contain any content of the our websites except (i) with our prior permission, or (ii) materials obtained by you via our Affiliate Program information site in accordance with the provisions hereof or the policies or instructions therein. You will indemnify and hold Duplicate (2007) Inc. harmless from all claims, damages, and expenses (including, without limitation, attorney’s fees and expert witness fees) relating to the development, operation, maintenance, and contents of your site or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Affiliate may reflect on us and has the potential to cause substantial damage to our reputation and goodwill and that you shall at all times take into consideration and preserve and foster our goodwill and reputation.
3.3
We will make available to you, banner advertisements, button links, text links, duplicate poker tools, and other links as determined by us which shall all link to our websites (collectively referred to hereinafter as a "link"), which you may display on your website. The use of these link is the only method by which you may advertise our websites and out operation of duplicate poker through use of our client servers and software.
3.4
You may not advertise our sites in any other way including, without limitation, the use of spam e-mails, site-scraping, search engine spamming, blog spamming or any other illegal or unethical marketing practices. If we find that you have participated in such activities, we have the right to close your account immediately and withhold all earnings.
3.5
You may not in any way whatsoever solicit, or try to solicit players using the chat feature at our websites, playing tables or anywhere from or within our sites or client server software. If we find this to be the case, we have the right to cancel your participation in the program immediately, and withhold all your commissions.
3.6
If you decide to offer any incentives to potential players, you are required to receive our prior written approval for such incentives prior to your commencement of such activity. In the event that you do not receive such approval and offer such incentives, we reserve the right to cancel your participation in the program, and not pay you any previously earned, but unpaid, commissions. Please note that this includes rake-back programs which are not acceptable to this program. You will only use the banners and text links and any other marketing materials that have been provided by us and/or pre-approved by us (the "marketing materials"). During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the marketing materials for the sole purpose of marketing to and referring potential players to our websites. Generally we will provide you, without charge, the guidelines, graphical artwork and permitted text to use in promotional materials.
4.
REPORTS & PAYMENTS
4.1
We will track the number of New Members.
4.2
A " New Member" is defined as a new player without a prior account with us, and no previous record of their email address, or other details that we deem show connection between accounts, who accesses our websites through the links placed on your website, opens a new user account. For CPA Commissions, a New Member must make the required minimum deposit and minimum real money play requirements in such account, in order to be included in your commissionable base. Neither you nor your relatives are eligible to become New Members via your links, and should you or they do so you will not be eligible to receive the relevant commission. Our measurements and calculations in determining your commissionable and earned commissions shall not be open to review or appeal.
4.3
The minimum requirement to receive the CPA Commission in relation to New Members are $20 minimum deposit, and one raked hand.
4.4
Commissions. Commissions. We will pay you according to the Payment Option you chose upon signing up.
4.5
"Net Poker Revenue" means the sum of all New Members' contributions to the house fees charged for play in the games offered on our sites, less related deductions such as chargebacks and uncollectible deposits.
4.7
Reports. We will periodically track, report and update player activity for purposes of calculating your commissions.
4.8
Commissions. You will be paid commissions due on a monthly basis, provided they reach the minimum commission levels. Commissions that have not reached the minimum requirements will be carried forward until such time as total commissions you have earned reach the minimum. All fees will be paid within thirty (30) days of the close of each calendar month. The minimum amount for commissions to be paid is $50, however, for wire transfers, this minimum is $1000. In addition, there is a fee for all wire transfers of $30.
4.9
Negative Balances: Affiliates that have a negative balance will have this amount carried forward to the following month, or deducted from any future commissions earned.
4.10
Sub-Affiliates. After receiving a permission in writing from us, you may refer other persons to us so that they may also apply to join our Affiliate Program. You will be paid in respect of the activities of such sub-affiliate in accordance with our payment plan applicable to you and them, provided that you register them correctly with us. You will only receive credit for sub-affiliates that comply with all applicable terms of this Agreement. Any person registered as an affiliate cannot subsequently be reclassified as a sub-affiliate. You shall not: (i) register yourself or any person controlled by you as your own sub-affiliate; (ii) use fictitious or alias names for the registration of sub-affiliates; (iii) offer any type of enticement of money or otherwise of monetary value or otherwise to potential sub-affiliates unless such enticements are approved in writing by us; or (iv) attempt to introduce any addition or variation to our terms in relation to any potential sub-affiliate. Any violation of these terms will have your account frozen immediately.
4.11
Method of Payment. All payments will be due and payable in United States Dollars only. Payment will be made by bank check, wire transfer, or any other method that we, in our sole discretion decide; however we will try to accommodate your preferred payment method.
4.12
Player Tracking. You understand and agree that New Members must link through a tracking URL associated with you in order for you (and sub-affiliates) to receive commissions. In no event, are we liable for your failure to use the right trackers.
4.13
Member Verification. Commisions in relation to New Members will be paid only following our verification and checks concerning all New Members. We reserve the right to check all such commissions for possible fraud or abuse. If fraud or abuse are found we may freeze your commissions until such time as proven otherwise to our satisfaction.
4.16
At any time, for any reason, we reserve the right to convert your commission structure from Per Player CPA to Revenue Share, and vice versa, as we see fit. Notice of this determination will be promptly given.
5.
TERM AND TERMINATION
5.1
Term and Termination. This Agreement will take effect when you complete the Affiliate Sign-up Form you submit is accepte by us, and will continue until terminated by either Party.
5.2
Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail.
5.3
We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
5.4
Upon the termination of this Agreement for any reason, you will immediately remove from your Web site, all links and licensed materials and any related marks, logos etc.
5.5
Following the termination of this Agreement and our payment to you of commissions due, we shall have no further obligations to you nor you to us.
5.6
We may terminate this Agreement when cease promoting our sites, without notice, written or otherwise.
6.
LIABILITIES
6.1
No Warranties. WE DO NOT WARRANT THAT OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED.
6.2
Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of our directors, officers, employees or shareholders. Any liability arising under this Agreement will be satisfied solely from the revenues generated hereunder. Our liability is limited to direct damages, and in no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss).
6.3
Indemnification. You will defend, indemnify and hold us and our officers, directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs, resulting from or arising from, your breach of this Agreement
7.
INDEPENDENT INVESTIGATION
7.1
Independent Investigation. You acknowledge that you have read this agreement and agree to all its terms and conditions.
7.2
Independent Research. You understand that gambling laws may vary from city to city, state to state and country to country. You have independently evaluated the laws in your locale that apply to your activities and you represent that believe that you may participate in our affiliate program without violating any applicable rules or laws.
8.
MISCELLANEOUS
8.1
Notices. All notices pertaining to this Agreement will be given by email as follows: to us at affiliates@duplicatepoker.com and to you at address provided on the Affiliate Sign up Form.
8.2
Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other nor to incur any obligation on the other's behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
8.3
Non-Exclusive. You understand that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you herein and that such Affiliates may be similar, and even competitive, to you.
8.4
Press. You may not issue any press release with respect to this Agreement or your participation in this Affiliate Program without our prior written consent.
8.5
Assignment. This Agreement and the rights and obligations hereunder may not be assigned by you without our express written consent.
8.6
Governing Law. The terms and conditions of this Agreement are governed by and to be construed in accordance with the internal laws of the State of New York
8.7
Severability/Waiver. 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 provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
8.8
Modification. We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) e-mailing you a change notice or (ii) by posting the new version of the Agreement on our sites. It is your responsibility to visit our sites frequently to make sure you are up to date with the latest version of the Agreement and its provisions. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following posting or notice of change will be deemed binding acceptance of the modification.
9.
Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings or agreements between the parties, written or oral, which may be related to the subject matter hereof. The headings in this Agreement are for convenience only and will have no effect on the construction of this Agreement.
IN WITNESS WHERE OF, you expressly agree to the terms and conditions of this Agreement by submitting the Affiliate Sign Up Form.