|
Refer-a-Friend Agreement
This Refer-a-Friend Agreement is entered into between you ("the Referrer") and PokerSchool Online, Inc. ("the Company"), effective upon your registration as a Referrer in the Company's Refer-a-Friend Program (the "Program"). By submitting an 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, Referrer desires to promote joining PokerSchoolOnline.com ("the School") to friends, and for each referred friend that becomes a qualified member, Referrer desires to receive a Referral Award Fee ("the Award") from the Company. If Referrer has a website/sends email, Referrer desires that friends click through directly to the School's enrollment web page, among other things;
NOW, THEREFORE, in consideration of the covenants and premises contained herein, the parties agree as follows:
1. Enrollment in the Refer-a-Friend Program
To enroll as a Referrer in the Program, you must 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 Refer-a-Friend Application. The Company may reject your application for any reason or for no reason in our sole discretion. If the Company rejects your application, you may reapply for participation in the Refer-a-Friend Program at any time.
2. Referral Award Fees
(a) Qualifying Memberships: The Company shall pay Referrer a Referral Award Fee in the amount described in the next section: 'Referral Award Fee', using the schedule described in following section on 'Timing of Payments', for each person that Referrer refers that becomes a either a new annual or monthly-paying member to PokerSchool Online, when the referred person completes 50 days of their membership (a "Qualifying Membership"). Until that time, the number of referrals who joined the School will appear in the 'Pending Sales' section of the Tracking & Payment System.
No Referral Award Fee shall be paid for memberships that are terminated before the qualifying membership period has been met.
(b) Referral Award Fee: For each Qualifying Membership referred, the Company will add a referral award fee of US$10.00 (or $100 into their virtual bankroll within the School) into the Referrer's Referral Award Account.
The Company will pay Referrer using the method Referrer selected when they completed their application. Payment options include:
'Bankroll' (default)- For each qualified member, $100 or virtual money will be added to the Referrer's School bankroll. This allows the Referrer to play in higher buy-in school tournaments, or in more school tournaments. This would also be particularly attractive to people who find it difficult to handle checks in US Dollars. Also, please read about the $30 threshold described in 'Timing of Payment' section, below, in (c) 'Referral Award Threshold'.
OR
'Membership'- Extend the Referrer's Membership to PokerSchool Online by converting units of $30.00 of earned Referral Awards (from 3 membership referrals at $10 apiece) into 2 additional months of PokerSchool Online membership (2 times $14.95, rounded to $30). This would be particularly attractive to people who find it difficult to handle checks in US Dollars. Also, please read about the $30 threshold described in 'Timing of Payment' section, below, in (c) 'Referral Award Threshold'.
OR
'Check'- A check (drawn on a US bank and in US Dollars) will be issued in the amount of the earned Awards shown in the Program's Reporting & Tracking System according to the Timing of Payments schedule described below. Also, please read about the $30 threshold described in 'Timing of Payment' section, below, in (c) 'Referral Award Threshold'.
Note- At any later time, you can change your payment method by logging into the Tracking & Reporting System and changing the Payment Method field within the contact info section to either: 'Bankroll', 'Membership' or 'Check'. Be sure the method you want used is in the system at the close of each calendar quarter when Referral Awards are processed.
3. Timing of Payments
(a) Quarterly Payments: Referral Award Fees will be calculated each month using the method indicated on the Referrer's Refer-a-Friend contact information page. Referral Award Fees will be processed and paid out to Referrers once a quarter, at the end of each quarter.
(b) Pay by Check *: Payments will be issued via check made payable to the Referrer in their First and Last Name as it appears in the contact info within the Tracking & Reporting System. Checks will be mailed to the mailing address that appears in the contact info within the Tracking & Reporting System. Checks will be issued within thirty (30) days after the end of each calendar quarter for payments due up to the end of that quarter. Company will not entertain any requests for different payment modes or payment to be made according to some other time schedule.
*If Referrer has a problem handling checks in US Dollars, then we suggest using the default payment option of adding to their PokerSchool Online Bankroll, or extending their PokerSchool Online membership, described in 'Quarterly Payments' above.
(c) Referral Award Threshold:
A referral award threshold of $30 ($300 virtual bankroll) has to be reached in order to trigger a payment in a quarter. If the threshold is not met that quarter, the referral award amount is carried over into the next quarter where it can be added onto. At the end of the quarter, a payment will be issued whenever $30 or more appears in the account. For each payment method, this means:
BY BANKROLL: If your quarterly Referral Award totals less than $30 (3 referrals), then awards will be rolled over into the next quarter. This means that in any quarter, if you have accumulated 3 or more qualifying memberships ($30 or more in Referral Awards in your account), $100 of virtual money per qualifying membership will be added to your PokerSchool Online Bankroll, so that your Award account balance will become 0. So with a threshold of at least 3 referrals, the minimum amount of virtual bankroll triggered to be added any quarter that you exceed the threshold, will be $300 virtual dollars.
BY EXTEND MEMBERSHIP: If Referral Awards total less than $30, then awards will be rolled over into the next quarter. This means that in any quarter, if you have accumulated 3 or more qualifying memberships (at least $30 Referral Awards in your account), your membership to PokerSchool Online will be extended in increments of two months (2 x $14.95 rounded to $30) for each $30 of referral award that are in your account. No amount less than increments of $30 will be processed into extended membership. This membership is appended to the end of the current membership period.
BY CHECK: If Referral Awards total less than $30 (3 referrals), then awards will be rolled over into the next quarter. This will continue until the quarter in which Awards in the account accumulate to equal or more than $30. At that time, a check in US dollars will be issued for the amount in the award account, bringing the award balance to 0.
Keep Contact Info Updated to Assure Payment: It is the sole responsibility of Referrer to update their contact information, so Company can send check payments in a timely manner, and correspond by email if there is a question or problem. Referrer can update their contact information online by logging into the Tracking & Reporting System at: www.pokerschoolonline.com/refer/login2.htm .
If a payment fails to reach a Referrer due to a Referrer's failure to update their contact information, Company reserves the right to deduct bank fees from a second issued check to cover stop payment charges of the first check.
4. Referral Award Activity Reports & Tracking System
(a) Access: A unique Referral ID number and Password will be established for each Referrer, so
they can access their Award activity reports within the Program's Reporting & Tracking System. Each Referrer shall have the ability to enter their password-protected area to view their Award earning records. Log in at: www.pokerschoolonline.com/refer/login2.htm .
(b) Tracking of Sales: Company will be solely responsible for tracking sales using unique Referral IDs and special software that communicates with the unique IDs and specially encoded URLs and cookie codes assigned to Referrers. Company will endeavor to do its best to ensure accurate tracking of referrals made by Referrers.
Referrers 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, Referrer 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 a Referrer for any of the following possible reasons:
Failure by the Referrer to use the proper format of the specially assigned URL in promotions, web page links, banner ads, and so on
Deliberate or accidental actions by customers to circumvent a Referrer's special referral ID, URL or coded cookie so that the third party tracking software is unable to accurately track it
Bugs, glitches or crashes of the third party tracking software that render it unable to accurately track sales for a period of time
Acts of nature that cause irretrievable data loss on the computers and back-up disk media that store the commission information.
As such, Referrers will not hold Company liable to compensate for any claimed commissions that were not tracked and recorded by the third party tracking software.
5. Links, Graphics and Unique ID
The Company will provide each Referrer a Unique ID that the Referrer's friends may use during registration that identifies that the Referrer should receive awards when the referred person becomes a qualified member. Also, if the Referrer has a website, or uses email to communicate with friends, the Company will make available a variety of graphic and textual images (the "Images") that enable Referrer to promote joining the School to friends, and to establish links from Referrer's website/email to www.PokerSchoolOnline.com (the "Links"). Referrer may, subject to the terms and conditions hereof, display the Images as often and in as many areas on their site and/or publication as they desire. Referrer shall cooperate fully with the Company in establishing and maintaining Links and/or the Images.
Referrer may display only those Images provided to Referrer 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, Referrer shall remove any Image from their site and replace it with a new Image provided by the Company. All Links must be displayed prominently in relevant sections of their site. Links may be modified or expanded from time to time only upon written agreement between Referrer and the Company. Each Link connecting users of their site to an area of www.PokerSchoolOnline.com may not in any way alter the look, feel, or functionality of www.PokerSchoolOnline.com. The Company may monitor Referrer's site at any time and from time to time to determine if they are in compliance with the terms and conditions of this Agreement.
6. PokerSchool Online's Obligations
The Company shall be responsible for providing all information necessary to allow Referrer to uniquely identify them during registration, and optionally make appropriate Links from their site to www.PokerSchoolOnline.com. The Company shall
(a) process all new membership applications (which includes registration, payment processing, handling cancellations and returns, and related customer service) from people that Referrer refers,
(b) track the volume and amount of new memberships generated by Referrer's referrals, and
(c) provide information to Referrers regarding qualifying membership activity within its Program Tracking & Reporting System
(d) make payments according to the section "Timing of Payments".
7. Special Promotions
Referrer shall be entitled to participate in and promote on their web site and in communications any special promotions the Company may offer, and, in connection therewith, such promotions shall be available to your friends, as long as Referrer use the official graphics and text provided to Referrers from the Program's Reporting & Tracking System graphic download page. Special promotions will be posted within the Program's Reporting & Tracking System as well as relayed to Referrers via email.
8. Policies and Pricing
Users who join PokerSchool Online through the Refer-a-Friend Program 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 or the PokerSchool Online's Refer-a-Friend 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 PokerSchool Online.com Logos and Trademarks
(a) The Company grants you a non-exclusive, non-transferable, revocable right to access www.PokerSchoolOnline.com through the Links solely in accordance with the terms of this Agreement, and solely in connection with such Links or your publications, to use the www.PokerSchoolOnline.com trademark and logo and similar identifying material relating to the Company (but only in the form(s) that they appear on the Company's graphic download page) (collectively, the "Licensed Materials"), for the sole purpose of promoting PokerSchool Online 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 PokerSchool Online 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 PokerSchool Online, 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 "Refer-a-Friend Trademarks"), to advertise, market, promote, and publicize in any manner your participation in the Refer-a-Friend Program, and/or PokerSchool Online's rights hereunder. Notwithstanding the foregoing, the Company is not obligated to advertise, market, promote, or publicize your participation in the Refer-a-Friend Program, the existence of the Refer-a-Friend Program, or any other aspect of the Refer-a-Friend 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 PokerSchool Online; 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 will begin upon completion of your Refer-a-Friend Application and will end when terminated by either party, or when your membership to PokerSchool Online terminates.
Spamming on the Tracking & Reporting System or within PokerSchool Online is considered cause for termination, at PokerSchool Online's discretion.
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 physical location, by fax or to the email address noted below, or to the Referrer at the physical location or email address Referrer provided at enrollment time and has subsequently updated in the Refer-a-Friend Tracking and Reporting System.
Any referred person that has not yet qualified or that becomes a member after the date that either party gave notice that they desired their Refer-a-Friend relationship to terminate, will not fall under this Refer-a-Friend agreement and not be eligible for Refer-a-Friend Awards. If either party terminates, then any awards amount yet unpaid, even if it is less than the threshold, will be sent by check (in US Dollars) to the Referrer.
If PokerSchool Online terminates its relationship with Referrer, then PokerSchool Online will give Referrer 50 days notice of termination. This allows Referrer to take down any banners, etc off their web site immediately, and for any referrals who joined to become qualified within the 50-day period. Termination will be effective on the 50th day after written notification, as noted within the notification. The Company will calculate the outstanding Referrer Awards due Referrer for each qualified member effective on the termination date, and mail a check (in US Dollars) to Referrer within 30 days after termination.
13. Modification
The Company may modify any of the terms and conditions contained in this Agreement at any time at its discretion. Referrer 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 Refer-a-Friend 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 Refer-a-Friend Program, www.PokerSchoolOnline.com, or any PokerSchool Online memberships or services sold as a result of referral via the Refer-a-Friend 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 www.PokerSchoolOnline.com 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
Referrer 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
any provision of law, rule, or regulation to which you are subject,
any order, judgment, or decree applicable to you or binding upon your assets or properties,
any provision of your by-laws or certificate of incorporation, or
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 Referrer 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 breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or
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 Refer-a-Friend 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
POKERSCHOOL ONLINE 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 REFER-A-FRIEND 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 POKERSCHOOL ONLINE 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
(a) any claim that the Company 's use of the Refer-a-Friend Trademarks infringes any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,
(b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or
(c) 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 POKERSCHOOL ONLINE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT POTENTIAL REFERRERS 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 REFER-A-FRIEND 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 via United States mails, postage prepaid, addressed to the Company at the following address, or alternately faxed or emailed as listed below:
PokerSchool Online, Inc.
3530 Bee Caves Road, Suite 110
Austin, TX USA 78746
Attn: Legal for Refer-a-Friend Program
Fax: (512) 306-0302
Email: referafriend@PokerSchoolOnline.com
|