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This Standard Affiliate Agreement ("Agreement") contains
the complete terms and conditions that apply to an individual's
or entity's participation in the PartyPoker affiliate program
("Affiliate Program"). As used in this Agreement, "we"
and "PartyPoker" means the website PartyPoker
and its operators, WPC Productions Inc., and "you" and
"Affiliate" means the individual or entity which applied as the
"BENEFICIARY" for payment purposes on our sign up form
("Affiliate
Sign Up Form") as submitted at the Website, or as printed
and faxed in to 1+(809) 549-2078.
1.1 This Agreement is Version 4, as released and posted September
12, 2002, which modifies and replaces the prior Version
3. If you signed up before September 12, 2002 and do not have
a copy of the prior version, please click
here for Version 3 or ask us for a copy.
1.2 By marketing to and referring new Players to PartyPoker
through a Tracker, YOU AGREE TO BE BOUND BY ALL THE TERMS AND
CONDITIONS SET OUT IN THIS AGREEMENT. We will automatically become
counter-party to this Agreement.
1.3 IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS
OF THIS AGREEMENT, THEN DO NOT PROMOTE PARTYPOKER.COM.
2.1 "Account" is the uniquely assigned account that is created
for Player when he/she opens an account at the Website.
2.2 "Affiliate ID" means the seven-digit code you are assigned
when you sign up as an Affiliate at the Website.
2.3 "Affiliate Fee" is the amount due and payable to you,
based solely on our system's data, in accordance with the payment
plan you selected on the Affiliate Sign Up Form when signing up
and/or activating additional Trackers.
2.4 "Affiliate Section" means the area of the Website that is
accessible to you by way of Affiliate ID and password and is the
area where you may check stats, register Sub-Affiliates, update
profile, create additional Trackers, select Banners and other
functions.
2.5 "Banners and Text Links" means the graphical artwork
or text that you use to hyperlink Players from your site to the
Website.
2.6 "Gross Revenue" is calculated as the sum total of all
Players' contribution to all "rakes" the Players were
involved while playing at the Website, less any credits, bonus
or promotional amounts given to Players, chargebacks or any uncollectable
revenue attributable to the Player. Moreover, a Player's contribution
to the "rakes" shall be determined as the quotient obtained
when dividing the actual amount of each rake to which the Player
had contributed divided by the total number of players at the
table at the start of the hand. So, if the rake in a hand with
ten players at the table is three dollars ($3.00), each player's
contribution to the rake will be thirty cents ($0.30).
2.7 "Gross Revenue Percentage Plan" means we pay you based
on a percentage of the Monthly Gross Revenue generated by Players.
2.8 "Fraud Traffic" means deposits, Gross Revenue or traffic
generated at the Website through illegal means or in bad faith
to defraud us, regardless of whether or not it actually causes
us harm. Fraud Traffic includes but is not limited to spam, false
advertising, deposits generated on stolen credit cards, collusion,
manipulation of the service, system, bonuses or promotions, and
any other unauthorized use of any third party accounts, copyrights
or trademarks.
2.9 "Monthly Gross Revenue" means Gross Revenue as calculated
at the end of each calendar month for calculation of your Affiliate
Fee which is typically paid shortly after the end of each calendar
month.
2.10 "Sign Up Bonus Codes" is a unique alphanumeric code
that Players may enter when opening an Account. When entered,
the system automatically logs the Sign Up Bonus Codes and records
you as the Affiliate. To encourage potential Players to use Sign
Up Bonus Codes, extra cash or other Sign Up Bonus Incentives may
be given to Players that enter Sign Up Bonus Codes. Further, Sign
Up Bonus Codes may automatically be entered/logged by the system
with some CDs used for installation.
2.11 "Sign Up Bonus Incentitves" are special offers to Players
that give them extra cash or giveaways when they enter open their
Account or make a real money deposit.
2.12 "Website" means the PartyPoker website located
at http://www.PartyPoker/
and its related pages as well as the downloadable application
for playing multi-player poker.
2.13 "Spam" or "Unsolicited Promotions"
means emails or any other messages that are circulated by you,
directly or indirectly, which: 1), contain false or misleading
statements; 2), do not truthfully identify the source or the originating
IP Address; or 3), do not provide the recipient with an option
to easily "Remove" them from receiving future mailings
or promotions.
2.14 "Sub-Affiliate" means a person or entity, which you
referred to this Affiliate Program, and for which, you will receive
compensation based on the affiliate fees due to them.
2.15 "Tracker(s)" means the unique Tracking URL or Sign
Up Bonus Codes that we provide exclusively to you, through which
we track and calculate Affiliate Fees.
2.16 "Tracking URL" means a unique hyperlink to the Website
through which you refer potential Players to the Website. When
the Player opens his/her Account, the system automatically logs
the Tracking URL and records you as the Affiliate.
2.17 "Per Sign Up Plan" means we pay you based on the number
of Real Money Players that signed up.
2.18 "Player(s)" or "Player's Account" means the Account(s)
opened at the Website by a person, via a Tracker assigned to you,
during the term of this Agreement.
2.20 "Real Money Player(s)" means a Player that makes a
real money deposit to his/her Account (at any time after opening
the Account).
3.1 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 from time to time.
3.2 Marketing Activities and Responsibilities. You will, at your
own cost and expense, market to and refer Players to the Website.
You will be solely responsible for the content and manner of your
marketing activities. All marketing activities must be professional,
proper and lawful under applicable rules or laws. You represent
and warrant that you will not place Banners or Text Links to us
on any website, or use any media or medium, which is libelous,
discriminatory, obscene, unlawful or otherwise unsuitable. Under
no circumstances may you market to or refer persons less than
21 years of age to the Website, regardless of the age of majority
in the location you are marketing.
3.3 Approved Marketing Materials. You will only use marketing
materials that have been provided by us and/or pre approved by
us. You will not modify our marketing materials, copyrights, logos,
etc., without our written consent. During the term of this Agreement,
we grant you a terminable, non-exclusive, non-transferable right
to use our logo, trademark and other copyrighted promotional materials
for the sole purpose of marketing to and referring Players to
the Website. Generally we will provide you, without charge, the
guidelines, graphical artwork and permitted text to use in promotional
materials. However, CDs and other customized promotional materials
provided to you will be AT COST and deducted from Affiliate Fees
payable to you.
3.4 Non Assignment. Trackers are for your sole use and are not
to be assigned to others without our written consent.
3.5 Sub-Affiliates. In addition to marketing to and referring
Players to the Website, you may refer others to this Affiliate
Program to also market to and refer Players to the Website. In
such event, we will pay you a percentage of the amount paid to
Sub-Affiliates for any Players they refer. To receive credit for
Sub-Affiliates, you must register them through the "Register Sub-Affiliate"
function within the Affiliate Section of the site. FOR CLARITY,
YOU WILL ONLY RECEIVE CREDIT FOR SUB-AFFILIATES THAT YOU SPECIALLY
REGISTER UNDER YOU.
3.6 Commercial Use Only. This Marketing opportunity is for commercial
use only, and you may not sign up or make deposits to any account,
directly or indirectly, through your Tracker(s) (or any Sub-Affiliate
tracker) for your own personal use, to fraudulently increase the
Affiliate Fees payable to you or to otherwise defraud us. In no
event are you to receive Affiliate Fees on Gross Revenue generated
on your own player account at the Website. Violation of this provision
constitutes Fraud Traffic.
3.7 Good Faith Marketing. You will not knowingly or unknowingly
benefit from any known, unknown, suspected or unsuspected Fraud
Traffic. For clarity, we reserve the right to withhold or backout
amounts generated by Fraud Traffic from Affiliate Fees on the
Trackers, regardless of whether you participated in or knew about
the Fraud Traffic. In the event you knowingly participate in,
or knowingly benefit from, Fraud Traffic with the intent to defraud
the system, then we may terminate this Agreement effective immediately
and forfeit any and all Affiliate Fees due to you.
3.8 Player Information. By opening an Account at the Website,
Players will be subject to all of our rules, policies and operating
procedures that govern their activity at the Website. We reserve
the right to refuse service to any potential Player and to close
the Account of any Player, at any time, in our sole discretion.
All data relating to the Players will remain our sole and exclusive
property and you acquire no right to such information, except
as expressly stated herein.
4.1 Reports. We will track and report Player activity for purposes
of calculating your Affiliate Fees. The form, content and frequency
of the reports may vary from time to time in our sole discretion.
At a minimum you will receive a monthly report with your payment
indicating the number of new Players signed up that month, per
Tracker, and/or the total amount of Monthly Gross Revenue collected
from Players that month, per Tracker. In addition, this information
will be available to you online in real time, under password protection,
to view the daily number of new Players, number of Real Money
Players and/or Gross Revenue for the current and prior calendar
month.
4.2 Affiliate Fees. Depending on which payment plan you signed
up for (Gross Revenue Percentage Plan versus Per Sign Up Plan),
you will be paid, on a monthly calendar basis, according to the
amounts stated on the sign up form (as confirmed to you by E-mail).
4.3 Sub-Affiliate Fees. In addition to the above Affiliate Fee
for Players you refer, you will also receive twenty percent (20%)
of the monthly Affiliate Fees due and payable to your Sub-Affiliate(s)
for Players they refer.
4.4 Time of Payment. Affiliate Fees will be paid and sent out
to you within fifteen (15) days of the close of each calendar
month, except that, if the total amount due is less than $50,
the balance will be carried over and added to the next month's
Affiliate Fees until the total amount is more than $50. In the
event, the balance amount carried over does not total $50 within
a consecutive three (3) month period, then the amount due will
be voided and cancelled, and we may terminate this Agreement.
4.5 Holdover for Fraud Traffic. In the event Fraud Traffic on
your Trackers is abnormally high, or there is suspicious activity,
then we may delay payment to you for up to one hundred and eighty
(180) days to verify the transactions and to otherwise ensure
that such Fraud Traffic is identified, reversed and properly allocated
to your Affiliate Fees.
4.6 Method of Payment. All payments will be due and payable in
United States Dollars only. Payment will be made by check, wire
or any other method as we in our sole discretion decide; however
we will try to accommodate your preference for check, wire or
PayPal. Charges for wires or courier charges for checks will be
covered by you and deducted from your payment.
4.7 Player Tracking. You understand and agree that potential
Players must link through a Tracking URL or enter a Sign Up Bonus
Codes when they sign up in order for you (and Sub-Affiliates)
to get credit. In no event, are we liable for your failure to
use the right Trackers or for potential Players' failure to properly
enter Sign Up Bonus Codes. Further, you understand and agree that
you will not receive credit for Sub-Affiliates unless you expressly
register them under you.
4.8 Disputes. Deposit of payment check, acceptance of payment
transfer or acceptance of other payment will be deemed full and
final settlement of Affiliate Fees due for the month indicated.
Hence, if you disagree with the reports or amount payable, do
NOT accept payment for such amount and immediately send us written
notice of your dispute. Dispute notices must be received within
thirty (30) days of the end of each month for which payment is
made, or your right to dispute such report or payment will be
deemed waived.
4.9 Affiliate payments will be dispatched after the players are verified by our alerts team.
5.1 Term and Termination. This Agreement will take effect when
you (or Sub-Affiliates) start promoting the Website. This Agreement
will be continuous until terminated pursuant to this Section 5.
5.2 Termination By You. You may terminate this Agreement, with
or without cause, immediately upon written notice to us. In addition,
you may cease marketing the Website any time you want.
5.3 Termination By Us. We may terminate this Agreement, with
or without cause, upon thirty (30) days written notice to you.
Further, we may terminate this Agreement immediately, without
notice, in the following events:
- You materially breach this Agreement and do not cure within
fifteen (15) days of notice to cure.
- The total cumulative balance of Affiliate Fees due to you
is less than $50 for three (3) consecutive months; and
- We determine, in our reasonable discretion, that you knowingly
benefited from Fraud Traffic as set forth in Section 2.8 herein.
5.4 Effect of Termination: The following will apply upon the
effective date of termination:
- You will cease promotional activity and all rights and licenses
given to you under this Agreement will terminate immediately,
except as expressly stated herein;
- You will return all confidential information and cease use
of any of our trade names, trademarks, service marks, logos,
banners and other designations of PartyPoker;
- We may leave open, redirect or deactivate any Trackers in
our sole discretion without any obligation to pay you on new
Players who come in or would have come in on those Trackers;
- We will continue to pay you Affiliate Fees for all existing
Players who signed up through the effective date of termination
and on any Gross Revenue generated by these Players for as long
as they continue to play in accordance with this Agreement;
however if we suspect Fraud Traffic, we may withhold payments
for up to one hundred eighty (180) days, from the original due
date, to ensure that the payment is correct and that any fraud
has been reversed out; and
- In the event we determine, in our reasonable discretion,
that you knowingly participate in Fraud Traffic, as set forth
in Section 2.8 herein, we may in our sole discretion stop, cancel
and forfeit all your Affiliate Fees; and in such case, we do
not give up any other legal rights we have against you.
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. WE MAKE NO WARRANTIES, EXPRESS
OR IMPLIED, WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS
FOR PARTICULAR PURPOSE OR SUITABILITY OF OUR SYSTEM, NETWORK,
SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES).
WE (OR OUR PROVIDERS OR UNDERLYING VENDORS) ARE NOT REQUIRED TO
MAINTAIN REDUNDANT SYSTEM(S), NETWORK, AND SOFTWARE OR HARDWARE.
6.2 Billing and Collection Limitations. We may in our sole discretion,
with or without notice, use any available means to block or restrict
certain Players, sign ups, deposits or play patterns so as to
reduce the number of fraudulent, unprofitable transactions or
for any reason whatsoever, including but not limited to daily
or monthly purchase limits, address verification or negative and
positive credit card databases. We do not guarantee or warrant
the success of such fraud prevention efforts.
6.3 Liability Limitations. Our obligations under this Agreement
do not constitute personal obligations of the directors, officers,
employees or shareholders of PartyPoker. 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).
6.4 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.
7.1 Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE
READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS.
YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING
PARTYPOKER.COM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE
OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
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.
8.1 Notices. All notices pertaining to this Agreement will be
given by email as follows: to us at affiliates@partypoker.com
and, to you at address provided on the Affiliate Sign up Form
(or as subsequently updated by you to us in the event of change).
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. You understand that we may re direct traffic and users
from our site to any other website that we deem appropriate in
our sole discretion, without any additional compensation to you.
8.4 Confidentiality and Non Disclosure. As a marketer of the
Website you will receive confidential information from us as to
our marketing plans, marketing concepts, structure and payments.
This information is confidential to us and constitutes our proprietary
trade secrets. Therefore, you will not disclose this information
to third parties without our express written consent.
8.5 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.
8.6 Assignment. This Agreement and the rights and obligations
hereunder may not be assigned by you without our express written
consent.
8.7 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 the British Virgin Islands.
8.8 Arbitration. Any controversy or claim arising out of or relating
to this Agreement, or breach of this Agreement, will be settled
by binding arbitration, and judgment on the award rendered by
the arbitrator may be entered in any court having jurisdiction.
There will be one arbitrator, mutually agreeable to you and us,
or if we/you cannot agree on an arbitrator, then one will be appointed
by a court of competent jurisdiction. The losing party will pay
all the expenses of the arbitration, including attorneys fees.
8.9 Force Majeure. The parties' obligations under this Agreement
are subject to and neither party will be liable for, failure to
perform, damage, or malfunction of any equipment, or any consequences
thereof occasioned by or due to fire, flood, water, the elements,
labor disputes, power failures, explosions, governmental actions,
unavailability of transportation, acts or omission of third-parties,
or any other causes beyond the party's reasonable control.
8.10 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.
8.11 Modification. We may modify any of the terms of this Agreement
at any time, in our sole discretion, by E-mailing you a change
notice or by posting the new Agreement on our Website. It is your
responsibility to visit this page at least once a month to make
sure you are up to date with the latest terms and conditions of
our Affiliate Program. IF ANY MODIFICATION IS UNACCEPTABLE TO
YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED
PARTICIPATION IN THE PROGRAM FOLLOWING POSTING OR NOTICE OF CHANGE
WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.
8.12 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.
PartyPoker
Modified September 12, 2002.
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