PSO Affiliate Program - Agreement
Affiliate Agreement
This Affiliate Agreement is entered into between you ("the Affiliate") and AGA, LLC. ('the Company"), effective upon your registration as an Affiliate in the Affiliate Program of PokerSchoolOnline (the "Affiliate Program"). By submitting a completed enrollment application to the Company, you certify that you have read and agree to be bound by the terms and conditions of this Agreement.
RECITALS:
WHEREAS, The Company has established an Affiliate Program for the purpose of (i) supporting Affiliates to advertise and promote joining PokerSchoolOnline ("the School") (ii) establishing links from Affiliates' sites to the PokerSchoolOnline website (PokerSchoolOnline.com) for the purpose of allowing Affiliate sites to send people to directly enroll in the School and/or download and register the Freeplay Software; and
WHEREAS, Affiliate desires to advertise and promote joining PokerSchoolOnline and to allow users of your site to link to the respective web sites for the purpose of joining the School and/or to download and register the Freeplay Software for use, among other things;
NOW, THEREFORE, in consideration of the covenants and premises contained herein, the parties agree as follows:
1. Enrollment in the Affiliate Program
To enroll in the Affiliate Program, you must be a commercial business with an active web site, and be of legal age of consent in all-applicable jurisdictions and, in any event, be at least 18 years of age. You must also submit a completed Affiliate Application. The Company may reject your application for any reason or for no reason in our sole discretion. The Company will reject your application if it determines, in its sole discretion, that your site contains, displays, promotes or includes anything that is unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable, including but not limited to text, graphics and images. If the Company rejects your application, you may reapply for participation in the Affiliate Program at any time. 2. Ways to Get Credit for Referrals
(a) LINKS & GRAPHICS- COOKIES
The Company will make available to you a variety of graphic and textual images (the "Images") that serve to identify you as a member of the Affiliate Program, to enable you to advertise and promote joining the School and/or to advertise and promote the downloading and registration of the Freeplay Software, and to establish links (the "Links") from your website to the School's web site: PokerSchoolOnline.com. You may, subject to the terms and conditions hereof, display the Images as often and in as many areas on your site and/or publication as you desire. You shall cooperate fully with the Company in establishing and maintaining Links and/or the Images.
You may display in your websites and in your publications only those Images provided to you by the Company. The Company may discontinue use of or replace Images at any time and from time to time in its sole discretion. Upon request, you agree to remove any Image from your site and replace it with a new Image provided by the Company.
You may also replace Images anytime by visiting the Affiliate Tracking & Reporting System at http://affiliates.pokerschoolonline.com. After you login, click on "Banner Manager" close to the top of the page. You will see links to a variety of banners, text links, articles and testimonials approved for use at any time to fulfill this Agreement.
All Links must be displayed prominently in relevant sections of your site. Links may be modified or expanded from time to time only upon written agreement between you and the Company. Each Link connecting users of your site to an area of PokerSchoolOnline.com may not in any way alter the look, feel, or functionality of PokerSchoolOnline.com. The Company may monitor your site at any time and from time to time to determine if you are in compliance with the terms and conditions of this Agreement.
3. The Company's Obligations
The Company shall be responsible for issuing unique Affiliate IDs and providing all information necessary to allow you to make appropriate Links from your site to PokerSchoolOnline.com.
The Company shall (i) process all new PokerSchoolOnline membership applications (which includes registration, payment processing, handling cancellations and returns, and related customer service) from users who link from your site, (ii) track the volume and amount of new memberships generated by your referrals, and (iii) provide information to Affiliates regarding qualifying membership activity within its Affiliate Tracking & Reporting System at http://affiliates.pokerschoolonline.com/login.asp (iv) make payments according to the section "Timing of Payments" below.
The Company shall also (i) process all new PokerSchoolOnline Freeroll Software registrations (which includes the download of the Freeroll Software as well as online registration) from users who link from your site, (ii) track the volume and amount of new Freeroll Software registrations generated by your referrals, and (iii) provide information to Affiliates regarding qualifying registration activity within its Affiliate Tracking & Reporting System at http://affiliates.pokerschoolonline.com (iv) make payments according to the section "Timing of Payments" below.
Company agrees to post a link back to Affiliate's site (one per registered affiliate ID) on both PokerSchoolOnline's link pages according to the terms described in the 'Thanks for joining the Affiliate Program' email sent soon after joining the affiliate program.
These terms include but are not limited to: - Linking to only Gaming-related sites - Linking according to affiliate's banner placement - Refusing links to 'traffic funnel sites' (sites pushing a restricted set of online cardrooms, sportsbooks, casinos etc)
4. Special Promotions
As an Affiliate, you shall be entitled to participate in and promote on your site and in any electronic communications any special promotions the Company may offer, as long as you use the official graphics and text provided to Affiliates from the Affiliate Tracking & Reporting System's graphic download page. Special promotions will be posted on the Affiliate Tracking & Reporting System at http://affiliates.pokerschoolonline.com, as well as emailed directly to Affiliates.
5. Affiliate Commissions
(a) Qualifying Memberships: The Company shall pay Affiliate according to the commission structure described in section on 'Timing of Payments', below, for each person that Affiliate refers (via link only) that joins PokerSchoolOnline as a brand-new member. (a "Qualified Membership").
(b) Affiliate Commission: For each Qualifying Membership, the Company will pay Affiliate up to 20% (twenty percent) of all membership fees collected from Affiliate's new and renewed referrals during the course of the month.
No Affiliate Commission shall be paid for registrations that constitute Fraud Traffic. For the purpose of this Section 5, Paragraph (c), "Fraud Traffic" means downloads, registrations, 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 registrations generated by misrepresented identities and multiple registrations by an individual or entity. Any Freeplay registration that is determined to be legitimate by the Company based on the criteria mentioned in this Section 5, paragraph (c) shall be known as a "Qualified" registration, and may be considered for payment by the company as per Section 5, paragraph (d) below. Any registration that is determined to be illegitimate by, but not limited to, Section 5, paragraph (c), or where the legitimacy of said Freeplay registration comes in to question or cannot be determined the stipulations listed in, but not limited by, Section 5, paragraph (c) may not qualify for payment as per Section 5, paragraph (d) at the sole discretion of the Company.
6. Timing of Payments
(a) Monthly Payments: Affiliate Commissions will be paid to Affiliate once a month at the end of the month following the previous month's activity..
(b) Payment Methods: Because payments by PayPal are quick and traceable, they are the preferred methods of payment. If the above payment method is available to the affiliate, then a check in US Dollars will be issued and made payable to the Affiliate in the name the Affiliate submits in his or her online Affiliate Application, and mailed to the mailing address provided by the Affiliate that is recorded in the Affiliate Tracking & Reporting System at http://affiliates.pokerschoolonline.com .
(c) Commission Threshold: If combined commissions are less than $30 for a given month, then commissions will be held over until the following month. When commissions accumulate to equal or more than $30, or if Agreement is terminated, then commissions will be paid out according to (a) and (b) above.
(d) UPDATE YOUR INFORMATION, ESPECIALLY YOUR EMAIL ADDRESS, to assure payment and continuation of your Affiliate relationship. It is the responsibility of Affiliate to keep their email, contact person, payable to, and physical mailing address updated within the Affiliate Tracking & Reporting System at http://affiliates.pokerschoolonline.com If a payment fails to reach an affiliate due to an affiliate's failure to update their information, Company reserves the right to deduct bank fees from a second issued check or to cover stop payment charges of the first check.
IF AFFILIATE'S REGISTERED EMAIL ADDRESS BOUNCES BACK FOR ANY REASON (EVEN EMAIL QUOTA FULL)- Company may terminate relationship with affiliate according to Section 12 below.
7. Commission Activity Reports & Commission Tracking
a) Access: A unique Affiliate ID number and Password will be established for each Affiliate, so they may access their commission activity reports within the Company's Affiliate Tracking & Reporting System at http://affiliates.pokerschoolonline.com . Each Affiliate shall have the ability to enter their password-protected area to view their affiliate earning records.
b) Tracking of Sales: Company will be solely responsible for tracking sales using special software that communicates with the unique Affiliate IDs and specially encoded URLs and cookie codes assigned to Affiliates. Company will endeavor to do its best to ensure accurate tracking of referrals made by Affiliates.
Affiliates will themselves be solely responsible for ensuring that these special URLs are formatted properly, a necessary prerequisite to accurate tracking of referral sales. Notwithstanding the above statement of responsibility by Company to track sales, Affiliate hereby acknowledges and accepts that the tracking and reporting system employed by Company is not 100% fail-safe and that there may on occasion be instances of referral sales made that are not credited to an affiliate for any of the following possible reasons:
i. Failure by the affiliate to use the proper format of the specially assigned URL in promotions, web page links, banner ads, and so on
ii. Deliberate or accidental actions by customers to circumvent an affiliate's special URL or coded cookie so that the third party tracking software is unable to accurately track it
iii. Bugs, glitches or crashes of the third party tracking software that render it unable to accurately track sales for a period of time
iv. Acts of nature that cause irretrievable data loss on the computers and back-up disk media that store the commission information.
v. As such, Affiliates will not hold Company liable to compensate for any claimed commissions that were not tracked and recorded by the third party tracking software.
8. Policies and Pricing
Users who join PokerSchoolOnline are customers of the Company. Accordingly, all of the Company's policies (including prices and pricing policies), and operating procedures concerning membership orders, customer service, and product and service sales shall apply. The Company may change its policies and operating procedures at any time. The Company reserves the right to change the cost of membership and any of the Company's products and services at any time and from time to time. You may not include price information in any of your descriptions and links.
9. Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to the Company, PokerSchoolOnline, or the Affiliate Program without first submitting such material to the Company and receiving its written consent, which shall not be unreasonably withheld.
10. Licenses and Use of the PokerSchoolOnline.com Logos and Trademarks
(a) The Company grants you a non-exclusive, non-transferable, revocable right to (i) access PokerSchoolOnline.com through the Links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such Links or your publications, to use the PokerSchoolOnline.com trademarks and logos and similar identifying material relating to the Company (but only in the form(s) that they appear on the Company's Affiliate graphic download page) (collectively, the "Licensed Materials"), for the sole purpose of promoting PokerSchoolOnline on your site. You may not alter, modify, reproduce, or assist or allow others to alter, modify or reproduce, the Licensed Materials in any way.
(b) You shall not make any specific use of any Licensed Materials for purposes other than promoting PokerSchoolOnline on your site or publications, without first submitting a sample of such to the Company and obtaining the prior written consent of the Company, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays PokerSchoolOnline, in its discretion, in a negative light. The Company reserves all rights in the Licensed Materials.
(c) You grant the Company a non-exclusive license to use your names, titles, logos, and trademarks as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner your participation in the Affiliate Program, and/or PokerSchoolOnline rights hereunder. Notwithstanding the foregoing, the Company is not obligated to advertise, market, promote, or publicize your participation in the Affiliate Program, the existence of the Affiliate Program, or any other aspect of the Affiliate Program. (d) The licenses granted hereunder shall run concurrently with the term of this Agreement.
11. Obligations Regarding Your Website and Publications
You, at your sole cost and expense, shall develop, operate, and maintain your site and publications and all materials that appear on your site and publications, which development, operation and maintenance shall include, without limitation, technical operation of your site and all related equipment; technical creation or your publications; and linking to PokerSchoolOnline; assuring the accuracy and propriety of all materials and information posted on your site or in your publications; ensuring that materials posted on your site and in your publications do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal, and all other actions necessary to operate and maintain your site or publications.
12. Term & Termination of this Agreement
The term of this Agreement begins upon submission of your affiliate application and will end when terminated by either party, with or without cause. Termination will be effective on the day notification was given.
(a) BY WRITTEN NOTICE- Either you or the Company may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination: to the Company at the email address noted below, or to the Affiliate at the email address Affiliate provided at application time or subsequently updated in the Affiliate Tracking & Reporting System at http://affiliates.pokerschoolonline.com/login.asp . Termination will be effective 30 days following the day of written notification.
Effective the date of written notification, any referred person that has not yet qualified or that becomes a member after the notification date will not fall under this affiliate agreement and not be eligible for affiliate commissions. If either party terminates by giving written notice, then Company will calculate the amount of affiliate commissions yet unpaid to Affiliate for each qualified member effective on the termination date. This amount, even if it is less than the threshold, will be paid to Affiliate by PayPal or check within 30 days after date of written notice of termination.
If Company terminates its relationship with Affiliate, then Company will notify Affiliate using the email address recorded in the Affiliate Tracking & Reporting System at http://affiliates.pokerschoolonline.com/login.asp . This permits Affiliate to take down banners, since no further referrals will be tracked effective on the termination date.
(b) IF AFFILIATE'S REGISTERED EMAIL ADDRESS (in the Affiliate Tracking & Reporting System) BOUNCES BACK FOR ANY REASON (even if Email Quota Full) - Affiliate agrees that Company can consider that Affiliate has given non-written notice to immediately terminate the Affiliate relationship. Since Affiliate cannot be reached, Affiliate further agrees that any commissions they have accrued are forfeited. Further, any referred person that has not yet qualified or that becomes a member after that date will not fall under this affiliate agreement and not be eligible for affiliate commissions.
13. Modification
The Company may modify any of the terms and conditions contained in this Agreement at any time at its discretion. Affiliate will be notified of any changes via email. If you do not agree to be bound by the terms and conditions of any modification to this Agreement, you may terminate this Agreement by giving written notice to the Company, to the location noted below. Your continued participation in the Affiliate Program following any notice of a modification of this Agreement shall constitute your binding acceptance of the Agreement as modified.
14. Relationship of Parties
You and the Company are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on behalf of the Company. You may not make any statement, whether on your site or otherwise, that contradicts anything contained in this Section. As an independent contractor, you will be solely and entirely responsible for any and all taxes and/or other fees or obligations associated with the receipt of your payment under this Agreement.
15. Disclaimers
The Company makes no express or implied warranties or representations with respect to the Affiliate Program, PokerSchoolOnline.com, any PokerSchoolOnline memberships or services sold as a result of referral via the Affiliate Program, including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage. The Company makes no representation that the operation of PokerSchoolOnline.com or will be uninterrupted or error free, and the Company shall not be liable for the consequences of any interruptions or errors.
16. Representations and Warranties
Affiliate hereby represents and warrants that: (a) This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
(b) The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
(c) You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant licenses to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
(d) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby. (e) There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
17. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning the Company or you, respectively, or any other Affiliate, provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its 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 through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated there under, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there under.
18. Limitation of Liability
POKERSCHOOLONLINE SHALL NOT BE LIABLE FOR DIRECT, 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 ITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT OR ANY BREACH BY THE COMPANY, POKERSCHOOLONLINE, HEREOF SHALL BE TO TERMINATE THIS AGREEMENT.
19. Indemnification
You shall indemnify and hold harmless the Company and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that the Company 's use of the Affiliate Trademarks infringes any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to the Company.
The Company shall indemnify you against Losses that arise out of any claim that your use of the Images provided to you by the Company infringe any rights of a third party; provided that the Images have not modified by anyone other than the Company.
20. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT POKERSCHOOLONLINE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT POTENTIAL AFFILIATES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
21. Governing Law
This Agreement will be governed by the laws of the United States and the State of Texas, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Travis County, Texas, and you irrevocably consent to the jurisdiction of such courts.
22. Miscellaneous
You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of the Company. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. This Agreement contains the complete understanding between the parties pertaining to the subject matter hereof. The Company's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such a provision or any other provision of this Agreement. Should any court of competent jurisdiction determine any one or more provisions of this Agreement illegal or unenforceable, all other provisions shall remain effective.
23. Notices
All notices required under this Agreement shall be sent to the email address:
