Affiliate Agreement
TPCR Development, SRL
STANDARD MARKETING AGREEMENT
This Standard Marketing Agreement ("Agreement") contains the complete terms and conditions that apply to an individual's or entity's participation in the TruePoker.com marketing program ("Marketing Program"). As used in this Agreement, "we", "us" and "TruePoker.com" means the website TruePoker.com and its operator, TPCR Development, SRL, and "you" means the individual or entity which applied as the "BENEFICIARY" for payment purposes on our sign up form ("Marketer Sign Up Form") as submitted at the Site, or as printed and faxed in to 011+(506) 288-5093.
As of Thursday, March 20, 2008, the Costa Rican Institute of Electricity (ICE) will put into effect the new telephone numeration
Our new number will be 011+(506) 2288-5093
I. GENERAL
1.1 By marketing to and referring new Players to TruePoker.com 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.
1.2 IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MUST NOT PROMOTE TRUEPOKER.COM AND YOU WILL NOT BE COMPENSATED BY US SHOULD YOU FAIL TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
II. DEFINITIONS
2.1 "Site" means the TruePoker.com website located at and its related pages as well as the application for playing multi player poker which is available for download at the Site.
2.2 "Player(s)" means a TruePoker.com account opened at the Site by a person, via a Tracker assigned to you, during the term of this Agreement. Qualifying Player for PPP purposes means a player new to Truepoker who has completed playing in at least 200 raked hands. A player may not become a Qualifying Player on a second account or more than one account.
2.3 "Real Money Player(s)" means a Player that makes a real money deposit to his/her account at any time after opening the account.
2.4 "Tracker(s)" means the unique Tracking URL or Bonus Code that we provide exclusively to you, through which we track and calculate Marketing Fees.
2.5 "Tracking URL" means a unique hyperlink to the Site through which you refer potential Players to the Site. When the Player opens his/her account, the system automatically logs the Tracking URL and records you as the marketer. You agree and acknowledge that if a potential player circumvents our tracker system, we shall not be held liable for any marketing fees otherwise claimed from said Player's activity on our site.
2.6 "Banners and Text Links" means the graphical artwork or text that you use to hyperlink Players from your site to the Site.
2.7 "Raked Hand" means a real money hand where the pot is a sufficient size for the Site to rake a fee and from which a Rake was actually taken by True Poker.
2.8 "Marketing Fee" is the amount due and payable to you, based solely on our system's data.
2.9 "Chargebacks" means uncollectable or charged back revenue attributable to a Player.
III. TERMS & CONDITIONS
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. Each beneficiary must be at least 21 years of age. You represent and warrant that you are over the age of 20 and have the capacity to enter into this agreement.
3.2 Marketing Activities and Responsibilities. You will, at your own cost and expense, market to and refer Players to the Site. You will be solely responsible for the content and manner of your marketing activities. All marketing activities must be professional, proper and lawful under all applicable rules or laws in every jurisdiction in which you operate. 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, pornographic, unlawful or otherwise unsuitable. Under no circumstances may you market to or refer persons less than 21 years of age to the Site, regardless of the age of majority in the location you are marketing. TruePoker has the sole and absolute discretion to reject any website, marketing activity or other media for any reason we deem objectionable. If we direct you to do so, you will immediately cease any rejected activity.
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 and may link to our site only through our approved marketing materials. 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 Site. Under this agreement and for no other purpose whatsoever, we will provide you, without charge, the guidelines, graphical artwork and permitted text to use in promotional materials. However, any CDs and other customized promotional materials provided to you will be AT COST and deducted from Marketing 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 express consent.
3.5 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) for your own personal use, to fraudulently increase the Marketing Fees payable to you or to otherwise defraud us. In no event are you to receive Marketing Fees on Gross Revenue generated on your own player accounts at the Site. Violation of this provision constitutes Fraud Traffic. Unless expressly agreed, during a Designated Rakeback Marketing Program, you may not receive Marketing Fees on Gross Revenue generated on your own player accounts at the Site.
3.6 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 back-out amounts we believe were generated by Fraud Traffic from Marketing Fees on the Trackers, regardless of whether you participated in or knew about the Fraud Traffic. In the event you participate in, or benefit from Fraud Traffic, then this Agreement shall terminate effective immediately and you will forfeit any and all Marketing Fees due to you.
3.7 Player Information. By opening an account at the Site, Players will be subject to all of our rules, policies and operating procedures that govern their activity at the Site. We reserve the right to refuse service to any potential Player and to close the account of any Player, at any time, for any reason or no reason, 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.
IV. Reports & Payments
4.1 Reports. We will track and report Player activity for purposes of calculating your Marketing 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 Players who played over 100 Raked Hands that month, the total number of Raked Hands played by your referred Players that month and your total Marketing Fee, per Tracker. In addition, this information will be available to you online in real time, under password protection, to view the number of Players playing over 100 hands for the current calendar month.
4.2 Marketing Fees will be in accordance with the following:
4.2.1
| Rakeback Plan |
REVENUE PLAN |
Monthly # Of
Qualifying Players |
Monies Earned |
Monthly Player
Net Revenue |
Percentage Earned |
1 - 10 |
8% |
Up to $10K |
30% |
10-20 |
10% |
10K-50K |
31 % |
20-30 |
12% |
50K-100K |
32 % |
30-40 |
14% |
100K-150K |
34 % |
40-50 |
16% |
150K-200K |
35% |
50+ |
17% |
200K-250K |
36 % |
|
|
250K+ |
37 % |
1. RAKEBACK PLAN - We will pay you a percentage on a sliding scale up to 17% for each new qualifying player signed up during the month. Qualifying players are those players new to Truepoker who make a deposit and play at least 200 raked hands.
2. REVENUE PLAN - We will pay you up to 37% of the Net Revenue generated for Players referred by you. Net Revenue means Gross Revenue, less an aggregate deduction for any chargeback amounts, fraudulent play, VIP programs expenses, or other promotional expenses, costs, or payments to your Players, or other marketing expenses we incur benefiting your Players. |
We will pay baseed on the above compensation plan selected at time of signup.
4.2.2 The aggregated charge backs related to your referred Players will be withheld from monthly payments hereunder.
4.3 Time of Payment. Marketing Fees will be paid and sent out to you on the 2nd and 16th of each 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 Marketing 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.
4.4 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 Marketing Fees. Traffic from accounts for which the funding information cannot be identified or if the account holders refuse to supply requested information will be deemed suspicious activity, subject to holdover and such referred Player's accounts may be suspended.
4.5 Method of Payment. All payments will be due and payable in United States Dollars only. Payment will be made by check, wire, PayPal or Net Teller as we in our sole discretion decide; however we will try to accommodate your preference for check, wire, PayPal or Net Teller. Charges for wires or courier charges for checks less than $1,500.00 USD will be covered by you and deducted from your payment.
4.6 Player Tracking. You understand and agree that potential Players must link through a Tracking URL to get credit. In no event, are we liable for your failure or their failure to use or identify the right Trackers.
4.7 Disputes. Deposit of payment check, acceptance of payment transfer or acceptance of other payment will be deemed full and final settlement of Marketing 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 sixty (60) 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.
V. TERM AND TERMINATION
5.1 Term and Termination. This Agreement will take effect when you start promoting the Site. 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 receipt by us of your written notice. In addition, you may cease marketing the Site any time you want provided you promptly notify us in writing that you have done so.
5.3 Termination By Us. We may terminate this Agreement, with or without cause, upon thirty (30) days written notice to you. Further, we also may terminate this Agreement immediately, without notice, in the following events:
(a) You materially breach this Agreement and do not cure within five (5) days of notice to cure; or
(b) The total cumulative balance of Marketing Fees due to you is less than $50 for three (3) consecutive months; or
(c) We determine, in our discretion, that you benefited from Fraud Traffic as set forth in Section 2.10 herein; or
(d) We determine you have breached your representations and warranties set forth in Section 3.2 hereof.
5.4 Effect of Termination: The following will apply upon the effective date of termination:
(a) You will cease promotional activity and all rights and licenses given to you under this Agreement will terminate immediately, except as expressly stated herein;
(b) You will return all confidential information and cease use of any of our trade names, trademarks, service marks, logos, banners and other designations of TruePoker.com;
(c) 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;
(d) We will continue to pay you Marketing Fees for each existing Player who signed up through the effective date of termination, for a period of 3 years, provided that such player generates at least $50 in Marginal Gross Revenue in at least 3 of the 4 months following termination and the anniversary of termination each year ; 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
VI. LIABILITIES
6.1 No Warranties. WE DO NOT WARRANT THAT OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED. 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. YOU EXPRESSLY WAIVE ANY AND ALL CLAIMS YOU MAY OTHERWISE ASSERT ARISING FROM ANY DEFECT, ERROR OR BUG IN OUR SOFTWARE, SYSTEM NETWORK 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. Nor would you or any Players have any rights or claims arising from our action to so block or restrict any Player accounts or our failure to prevent fraud. You acknowledge and expressly agree that the criteria we may use to block or restrict possible Fraud Traffic may impact or prevent play by your Players' accounts even if said Players have never engaged personally in Fraud Traffic.
6.3 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the directors, officers, employees, affiliates, contractors, advisors or shareholders of TruePoker.com. Any liability arising under this Agreement will be satisfied solely from the revenues generated hereunder. Our liability is strictly limited to direct contractual damages, and in no event will we be liable for any tort damage, 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 representatives harmless from and against any and all liabilities, losses, damages and costs, resulting from or arising from, your breach of this Agreement, including any which may result from your marketing to Players in jurisdictions which may restrict or prohibit player use of online poker games.
VII. INDEPENDENT INVESTIGATION
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 TRUEPOKER.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 REPRESENT AND WARRANT THAT YOU MAY PARTICIPATE IN OUR MARKETING PROGRAM, AS DESCRIBED, WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.
VIII. MISCELLANEOUS
8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to us at affiliates@truepoker.com and, to you at the postal and/or e-mail address provided on the Marketer 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 understand that we may at any time (directly or indirectly), enter into marketing terms with other marketers on the same or different terms as those provided to you herein and that such marketers may be similar, and even competitive, to you. You are not entitled to any compensation, claim or adjustment to your Agreement in the event we do enter into marketing terms with third parties. 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 for the Site 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 are not to disclose this information to third parties without our express prior written consent.
8.5 Press. You may not issue any press release with respect to this Agreement or your participation in this Marketing 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 prior written consent. We reserve the absolute right to refuse consent to any assignment for any reason or no reason.
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 Costa Rica.
8.8 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach of this Agreement, shall 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 the Parties, or if the Parties cannot agree on an arbitrator, then one will be appointed by a court of competent jurisdiction in Costa Rica. The losing Party will pay all the expenses of the arbitration and/or enforcement action, including attorneys fees. Arbitration shall take place in Costa Rica and/or at such other location as the parties mutually agree.
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 emailing you a change notice OR by posting the new Agreement on our Site. It is your responsibility to visit this page at least once a week to make sure you are up to date with the latest terms and conditions of our Marketing 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 Marketer Sign-Up Form to us online or by fax to 011+(506) 288-5093
True Poker, Inc.
April, 2005 |
