Affiliate Agreement
This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Admirals Media Limited, trading as Poker Hour ("Poker Hour"), and you, regarding your application to participate as a marketing affiliate (an "Affiliate") of Poker Hour. As an Affiliate your role will be to promote the Poker Hour website, or websites, owned and operated by Poker Hour (the "Site").
Execution by you of this Agreement as set forth below constitutes your acceptance of the terms and conditions of this Agreement, and will be a legally binding agreement between you and us.
This Agreement is to be read in conjunction with the Terms and Conditions of use that is available on the Site.
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General
- 1.1. Poker Hour is in the business of marketing and promoting online gaming services which are accessed through the Site.
- 1.2. The Affiliate may operate or maintain one or more websites on the internet or provide other marketing assistance to introduce new users to Poker Hour.
- 1.3. The Affiliate desires to obtain from Poker Hour and Poker Hour agrees to grant the Affiliate the non-exclusive right and license to advertise, market and promote the Site and the Poker Hour Affiliate Program. Poker Hour shall pay the Affiliate for these promotional services in accordance with the terms and conditions of this Agreement.
- 1.4. Poker Hour will provide the Affiliate with guidelines as to advertising content. Poker Hour shall have the right to modify, limit or provide new advertising instruments at any time. The Affiliate may offer the users of the Affiliate's websites the opportunity to directly access the site by way of links to the Site.
- 1.5. Poker Hour will provide the Affiliate with the graphics for such links and the Affiliate will pay all costs associated with establishing these links on the Affiliate's websites.
- Legal Precondition
- 2.1. The promoting or soliciting of bets is subject to legal restrictions or prohibition in some countries. The Affiliate hereby expressly agrees to comply with the laws pertaining to the conduct of participation in online poker and not to promote the Site in countries where it not be legal for residents to access internet gaming, deposit funds or play online Poker.
- Affiliate Program Application and Enrolment
- 3.1. To become an Affiliate you must submit a completed Registration Form accessed from the Site. Poker Hour will evaluate your application and, where applicable, notify the Affiliate of acceptance or otherwise.
- 3.2. Poker Hour may reject the Affiliate's application if determine by Poker Hour, in its sole discretion, that the Affiliate's website is not suitable for the Poker Hour Affiliate Program for any reason, including, but not limited to, inclusion of content on the Affiliate's website that Poker Hour deems 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.
- 3.3. Poker Hour shall reject your application if we determine, in our sole discretion, that the Affiliate's website is designed to appeal to minors.
- Grant of Promotion and Distribution License
- 4.1. Poker Hour grants the Affiliate the non-exclusive, non-transferable right and license to advertise, market and promote the Service (the "Promotion Rights") in accordance with the terms and conditions herein. All other rights and licenses not expressly granted to the Affiliate herein are reserved by Poker Hour. In this case the Affiliate shall be forbidden to complete the application form. Should any disadvantages whatsoever arise for Poker Hour or the Affiliate due to disregard of the applicable local law of the country of domicile of the Affiliate, the Affiliate shall be liable for such disadvantages.
- Obligations of Poker Hour
- 5.1. Poker Hour shall retain the right to provide the Service and operate its Affiliate Program in any form Poker Hour deems appropriate and retains the right to change any part of the Service, at any time and in any manner Poker Hour deems appropriate, and make alterations to its Affiliate Program without prior notice to the Affiliate. However, any strategic change of policy towards the Affiliate, such as the cancellation of any part of the Service at any time, shall be published on the Poker Hour website.
- 5.2. Poker Hour shall retain the right to cancel any part of the Service or alter and/or close its Affiliate Program at any time and in any manner Poker deems appropriate. However, should Poker Hour wish to cancel any Promotion Rights because of any failure or breach of these Terms and Conditions on behalf of the Affiliate, Poker Hour shall give the Affiliate notice of this fact in order to give the Affiliate the opportunity to make desired modifications. Cancellation shall be effective seven (7) days after notice of cancellation to the Affiliate unless the desired modifications have been made and/or other terms have been agreed upon within this seven-day period.
- 5.3. Notwithstanding the terms of these Terms and Conditions, Poker Hour shall not be held responsible or liable for any loss of income, or loss of the ability to produce income, incurred by the Affiliate; even if such losses should arise from the inability of Poker Hour to deliver the Service and/or operate its Affiliate Program as stipulated in these Terms and Conditions for any reason whatsoever, whether Poker hour is at fault or whether a third party is at fault.
- Obligations of the Affilate
- 6.1. The Affiliate shall use its best efforts to actively and effectively advertise, market and promote the Service and the Poker Hour Affiliate Program as widely as possible so as to maximize the benefit to the Affiliate and to Poker Hour.
- 6.2. The Affiliate shall engage only in advertising, marketing and promotional efforts which do not violate any law, and which reflect positively upon the business reputation of Poker Hour. In particular, the Affiliate agrees to market the Service and the Poker Hour Affiliate Program in a manner that is consistent with the content and style of the Service. In connection therewith, Poker Hour shall have the right to review and approve the manner and methods of advertising, marketing and promotion used by the Affiliate in connection with the Service and the Poker Hour Affiliate Program. Approval shall not be unreasonably withheld.
- 6.3. Approval may be withheld if Poker Hour determines, in its sole discretion, that the activities of the Affiliate would tend to impair or reduce the value of the goodwill and business reputation of Poker Hour and/or would expose Poker Hour to legal liability.
- 6.4. Poker Hour shall under no circumstances be held liable for, and the Affiliate shall indemnify, defend and hold Poker Hour harmless against any and all claims asserted against Poker Hour by reason of the Affiliate's marketing and promotional efforts.
- 6.5. The Affiliate shall bear all costs and expenses incurred in connection with the advertising, marketing and promotion of the Service and/or the Poker Hour Affiliate Program including, without limitation, all costs directly related to marketing.
- Affiliate Referral Commission
- 7.1. The Affiliate's commission shall be defined as the compensation due to the Affiliate, based on a percentage of actual monthly gross revenue ("Net Rake") generated by the customers ("Users"), who have been identified as having utilized the Service as a result of having first been referred to the Service by the Affiliate.
- 7.2. Net Rake is calculated as the net profit attributable to a User who is a customer of the Affiliate, less any bonuses, chargebacks, debits, penalties or fees whatsoever attributable to those Users.
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The actual Affiliate commission shall be equal to:
- (1) An agreed prcentage of Net Rake; or
- (2) An agreed referral fee for each player referred to Poker Hour by the Affiliate.
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- 7.3. Poker Hour shall pay the Affiliate each month for services rendered during and/or before the preceding calendar month. Payments that have been approved shall be made prior to the 20th day of each month by making the funds payable to the Affiliate.
- 7.4. Poker Hour shall have the right to withhold any and all payments to the Affiliate if the Affiliate is in breach of these Terms and Conditions.
- Account Statements
- 8.1. All payments due to the Affiliate shall be accompanied by an electronic statement that specifies the calculation of the sum to be paid to the Affiliate based on the terms defined in Section 7.2.
- 8.2. Statements may be adjusted by Poker Hour from time to time to reflect overpayments, customer chargebacks and/or credits or underpayments to customers by Poker Hour.
- 8.3. The Affiliate shall have the ability to monitor the Referral Percentage and payments in real time on a secure web site through the use of an online monitoring system.
- Exclusivity, Non-Competition and Ownership of Servicename
- 9.1. The Affiliate agrees, understands and acknowledges that Poker Hour may enter into agreements of this type with third parties to promote the Site or a similar version thereof.
- 9.2. The Affiliate has not paid for the use of the trademarks, logos, copyrights, trade names or designations belonging to Poker Hour, and nothing contained in these Terms and Conditions shall give the Affiliate any right to, or interest in any of them.
- 9.3. The Affiliate acknowledges that Poker Hour owns and retains all copyrights and other proprietary rights, as well as any software supplied by Poker Hour, in all of the foregoing. The Affiliate shall not assert any claim or interest in any trademark, trade name, copyright, service mark or logo belonging or licensed to Poker Hour, or do anything to adversely affect their validity or enforceability. This includes any act or assistance in any act that may infringe upon, or lead to the infringement of, any software copyright.
- 9.4. Without limiting the generality of the foregoing terms, the Affiliate shall not itself attempt, or assist any third party in attempting, to register any trademark, trade name or other proprietary right with any governmental agency (federal, provincial, local or otherwise) or with any other entity or authority without the express, unequivocal and unambiguous prior written consent of Poker Hour. The Affiliate shall not attach any additional trademarks, logos or trade designations to the software; and shall ensure that none of the trademarks (or any variations thereof) appear in any portion of the Affiliate's name or any name under which the Affiliate conducts business. The Affiliate shall not affix a trademark, logo or trade name of Poker Hour to any non- Poker Hour product. The Affiliate shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by Poker Hour.
- Representations, Warranties and Indemnity
- 10.1. The Affiliate warrants, represents and covenants to Poker Hour that that it has all necessary rights, licenses, permissions and business permits; and will comply with all applicable laws, rules and regulations in connection with promoting the Service and/or the Poker Hour Affiliate Program to Users and others.
- 10.2. The Affiliate agrees to indemnify and render Poker Hour harmless against claims, liabilities, causes of action, damages, judgments, costs and expenses arising out of, or in any way connected with, any breach or alleged breach by the Affiliate of any representation, warranty or agreement contained in these Terms and Conditions.
- Intellectual Property
In the event of your acceptance to the Affiliate Program, we shall grant you a non-transferable, non-exclusive, revocable license to place the Links on Your Site during the term of this Agreement, and solely in connection with the Links, to use our logos, trade names, trademarks, service marks and similar identifying material collectively, ("Licensed Materials"), solely for the purpose of promoting the Sites. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may not use any Licensed Materials for purposes other than promoting the Sites, without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Poker Hour or anyone else negatively. We reserve all of our intellectual property rights in the Licensed Materials and the CDs or Links. We may revoke your license to use the Licensed Materials and/or the CDs or Links at any time by written notice to you. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or menu3 to the Links, the Licensed Materials or the CDs or Links by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.
- Obligations Regarding Your Site
- 12.1 The Affiliate will be solely responsible for the technical operation of the Affiliate's website and the accuracy and appropriateness of materials posted on therein. The Affiliate agrees that the Affiliate's website will not, in any way, copy or resemble the look and feel of the Site nor will the Affiliate create the impression that the Affiliate's website is the Poker Site. The Affiliate also agrees that the Affiliate's website will not contain any content of the Sites or any materials which are proprietary to Poker Hour, except:
- (i) with the prior permission of Poker Hour, or
- (ii) materials obtained by the affiliate via the Affiliate Program information site in accordance with the provisions hereof or the policies or instructions therein.
- 12.2 The Affiliate will indemnify and hold Poker Hour 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 the affiliate's website or any materials, products or services linked to therein. The Affiliate hereby acknowledge that its conduct as an Affiliate shall reflect on Poker Hour and has the potential to cause substantial damage to Poker Hour's reputation and goodwill and that the Affiliate shall at all times consider the goodwill and reputation of Poker Hour and Poker Hour's name.
- 12.1 The Affiliate will be solely responsible for the technical operation of the Affiliate's website and the accuracy and appropriateness of materials posted on therein. The Affiliate agrees that the Affiliate's website will not, in any way, copy or resemble the look and feel of the Site nor will the Affiliate create the impression that the Affiliate's website is the Poker Site. The Affiliate also agrees that the Affiliate's website will not contain any content of the Sites or any materials which are proprietary to Poker Hour, except:
- Term
- 13.1 The term of this Agreement will begin upon your acceptance to the Affiliate Program and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail.
- 13.2 We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
- 13.3 Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from Your Site, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Affiliate Program.
- 13.4 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.
- 13.5. Users that utilize the facilities and services of Poker Hour, and all information relating to such Users, shall remain the property of Poker Hour at all times.
- Modification
We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. Posting on our Affiliate Program information site of a change of terms notice or a new agreement is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our Web site will constitute binding acceptance of the change. Due to the above, we advise you to frequently visit the Affiliate Program information site and review the terms and conditions of this Agreement.
- Limitation of Liability
Poker Hour will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
- Relationship of Parties
You and Poker Hour are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
- Disclaimers
We make no express or implied warranties or representations with respect to the Poker Hour Affiliate Program or any products or other items sold through the Affiliate Program (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Sites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
- Representations and Warranties
You hereby represent and warrant to us the following: (i) this Agreement has been duly and validly executed by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; (ii) the execution, delivery and 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. 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.
- Confidentiality
We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.
- Indemnification
The Affiliate hereby agrees to indemnify, defend and hold harmless Poker Hour, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by you or any representation or warranty made by you herein; or (ii) any claim related to Your Site.
- Entire Agreement
The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.
- Independent Investigation
The Affiliate acknowledges to have read this Agreement, have had an opportunity to consult with its own legal advisors if so desired, and agree to all its terms and conditions. The Affiliate has independently evaluated the desirability of participating in the Affiliate Program and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
- Governing Law
This Agreement and any matters relating hereto shall be governed by, and construed in accordance with English law and shall be subject to the exclusive jurisdiction of Malta.
- Assignment
The Affiliate may not assign this Agreement, by operation of law or otherwise, without the prior written consent of Poker Hour. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the Parties and their respective successors and assigns.
- Waiver
Any failure by Poker Hour to enforce the strict performance of any provision of this Agreement will not constitute a waiver by Poker Hour of the right to subsequently enforce such provision or any other provision of this Agreement.
- Language Discrepancies
In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English Language version shall prevail.