| This Affiliate Agreement ("Agreement") contains
the complete terms and conditions between you and Platinum Management SA of
San Jose, Costa Rica (Platinum Management) 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 ParadisePoker.com, you agree to be
bound by all the terms and conditions set out in this agreement. |
|
| 2. |
PROGRAM APPLICATION AND ENROLMENT |
| 2.2 |
We will evaluate your application and notify you of your acceptance. We
may reject your application if we determine that your Web site is not
suitable for the Affiliate Program for any reason. |
| 2.3 |
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 Members to the Website. You will be solely responsible for the
content and manner of your marketing activities. You will not actively
target your marketing to minors, including any persons who are less than 21
years of age in the USA, 18 years of age in the U.K., and 19 years in
Canada, regardless of the age of majority in the location you are marketing.
|
| 3.2 |
We will make available to you, banner advertisements, button links, text
links, poker tools, and other links as determined by us which shall all link
to Our Site (collectively referred to hereinafter as a "Link"), which you
may display on your Web site. The use of the Links is the only method by
which you may advertise Our Site. |
| 3.3 |
You may not advertise Our Site in any other way including, without
limitation, the use of spam e-mails. If we find that you have participated
in such activities, we have the right to close your account immediately and
withhold all earnings. |
| 3.4 |
You may not in any way whatsoever solicit, or try to solicit the program
using the chat feature at the ParadisePoker.com tables or anywhere on the
ParadisePoker.com website or Paradise client software. In the event that
Platinum finds this to be the case, we have the right to cancel your
participation in the program immediately, and withhold all your commissions.
|
| 3.5 |
In the event that you desire to offer certain incentives to potential
New Members 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, Platinum
Management have the right to cancel your participation in the program, and
not pay you any owed commissions whatsoever. 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 (collectively the "Marketing
Materials"). In addition, you will only use the Bonus Code provided to all
Players at any time, unless you have received written permission to use
something else. Any promotion of unauthorised Bonus Codes will result in
revenues received with these codes being deducted from your monthly
commissions. 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 Members to the Website.
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 user without a prior account with
Paradise Poker, and no previous record of their email address, or other
details that we deem to show connection between accounts, who accesses Our
Site through the Links placed on your Web site, opens a new user account.
For CPA Commissions, a New Member must make the required minimum deposit and
minimum wagering requirements in such account, in order for it to be
included in your commissions. 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 relation to the number of New Members and the relevant Net
Poker Revenue figures shall be the sole and authoritative tool, and shall
not be open to review or appeal. |
| 4.3 |
The minimum requirement to receive the CPA Commission in relation to New
Members are $50 minimum deposit, and 250 raked hands, which must have raked
a minimum of $0.25, and do not include tournament hands . This minimum
requirements is for CPA Commissions only, and do not relate to Affiliates on
Revenue Share. |
| 4.4 |
Commissions. Platinum Management will pay you according to the Payment
Option you chose upon signing up; per new Member, or a percentage of Net
Poker Revenue. |
| 4.5 |
"Net Poker Revenue" shall mean the sum total of all New Members'
contributions to "rakes" the New Members were involved in while playing at
Our Site, less any credits, bonus or promotional amounts given to New
Members, processing charges, chargebacks or any uncollectable revenue
attributable to the New Members. A New Member's contribution to a "rake"
shall be determined by multiplying the quotient obtained when dividing the
actual amount to a hand contributed by the New Member by the total bet of
each hand, by the total "rake" of the hand in question. For example, if the
Real New Member's contribution to the hand is five Dollars ($5.00) and the
total bet in the hand is twenty Dollars ($20.00) and the "rake" of the hand
in question is one Dollar ($1.00), the Real New Member's contribution to the
rake will be twenty five cents ($0.25). |
| 4.6 |
We hereby retain the right to convert the commissions to be paid to you
hereunder from a per New Member CPA basis to the Net Poker Revenue share
scheme, as we shall see fit. |
| 4.8 |
Reports. We will track and report Member activity for purposes of
calculating your Affiliate Fees. While this information will be available to
you 24 hours a day, the content and frequency of the reports may vary from
time to time. |
| 4.9 |
Affiliate Fees. All Affiliates are paid monthly provided they reach the
minimum commission of $50. Any Affiliates who have not reached the minimum
requirement of $50, will have this amount carried forward until such time
that their commission has reached the $50 minimum. All fees will be paid
within thirty (30) days of the close of each calendar month. |
| 4.10 |
Negative Balances: Affiliates that have a negative balance will have
this amount carried forward to the following month, or deducted from other
Affiliate Fees, as appropriate. |
| 4.11 |
Pending New Members: New Members for Affiliates on the CPA Model that
have not reached the minimums stated in 4.3 above will be considered pending
until these minimums are met. When they will become full Players, you will
receive your commission from them. Their status will be updated no matter
how long it takes to convert them into a Player, provided you are still an
Affiliate of our Program. For the avoidance of any doubt, these minimum
requirements relate to Affiliates on CPA Commission only. |
| 4.12 |
Sub-Affiliates. 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 the Payment Plan,
provided that you register them correctly through the Affiliate Program
links. You will only receive credit for sub-affiliates which 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. |
| 4.13 |
Method of Payment. All payments will be due and payable in United States
Dollars only. Payment will be made by wire, Paradise Poker Account, Neteller
or any other method as we in our sole discretion decide; however we will try
to accommodate your preferred payment method. |
| 4.14 |
Member Tracking. You understand and agree that potential Members must
link through a Tracking URL in order for you (and Sub-Affiliates) to receive
Affiliate Fees in relation to such potential Members. In no event, are we
liable for your failure to use the right Trackers. Further, you understand
and agree that you will not receive credit for Sub-Affiliates unless you
expressly register them under you. |
| 4.15 |
Member Verification. Affiliate Fees in relation to new Members will be
dispatched only following our verification and checks concerning all new
Members. Platinum Management has the right to check all commissions for
possible fraud or abuse. If fraud or abuse are considered, Platinum
Management will freeze your commissions until such time as proven otherwise.
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| 4.16 |
At any time, for any reason, Platinum Management has the right to
convert your commission structure from Per Player CPA to Revenue Share, and
vice versa, as we see fit. |
|
| 5. |
TERM AND TERMINATION |
| 5.1 |
Term and Termination. This Agreement will take effect when you (or your
Sub-Affiliates) complete the Affiliate Sign-up Form, and will continue until
terminated by either Party. |
| 5.2 |
Either Party may terminate this Agreement at any time, with our 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 marks, logos etc. |
| 5.5 |
Following the termination of this Agreement and our payment to you of
all commissions due at such time of termination, we shall have no obligation
to make any further payments of commissions to you. |
| 5.6 |
This Agreement can be terminated by Platinum Management when you cease
promoting Paradise Poker, without any 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 the directors, officers, employees or
shareholders of the owners of Platinum Management. 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 representative 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 which apply to your activities and 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@paradiseaffiliates.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 understands 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 validity of this Agreement, its construction,
interpretation, and enforcement, and the rights of the parties hereto will
be determined under, governed by, and construed in accordance with the laws
of England and Wales. |
| 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 Website. It is your
responsibility to visit the Website 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. |