I. GENERAL
1.1 This is Version 1 of the Agreement, as released and posted as at the date mentioned below.
1.2 By marketing for and referring new Players through trackers on the PAW Network, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, and we will automatically become counter-party to this Agreement.
1.3 IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT PROMOTE THE WEBSITE(S).
II. DEFINITIONS
2.1 "Account" is the uniquely assigned account that is created for a Player when he/she opens an account through one of the PAW trackers promoted on your website(s).
2.2 "Affiliate Login/Name" means the name and Login I.D. you submit when you sign up as a participant in the PAW affiliate Network.
2.3 "Revenue Earned" is the amount due and payable to you, based solely on our system's data. All revenue earned by the affiliate shall be deemed as "estimated earnings" until the PAW month end reconciliation, verification and fraud checks of all accounts. Although estimated earning often times match true earnings, the affiliates monthly payment will be based upon the month end system generated statements.
2.4 "Affiliate Section" means the password-protected area of the Website that is accessible to you to check stats, update profile, create additional Trackers, change payment methods, and select Banners and other newly introduced functions.
2.4.1 "Fraud Affiliate Registrations" Each affiliate on the PAW Network is allowed only one affiliate account unless otherwise approved by the network administrators.
2.5 "Banners and Text Links" means the graphical artwork or text that you use to hyperlink Players from your site through one of the PAW trackers.
2.6 "Gross Revenue" is calculated as the sum total of all Players' contribution to all "rakes" the Players were involved while playing at the Websites you promote through the PAW Network. All of the programs on the PAW network have separate terms and conditions. As the master affiliate we are paid based upon each individual sites terms and conditions in respect to Gross Revenue. For more specific questions about a network room, please contact affiliates@pokeraffiliateworld.com for the complete list of terms and conditions.
2.7 "Gross Revenue Percentage Plan" means we pay you based on a percentage of the Monthly Gross Revenue generated by Players.
2.8 “Cost Per Acquisition Plan (CPA)” is an agreed upon fixed rate that we pay you (the affiliate) for qualified players you send to rooms on the PAW Network. Each room on the network will have different rake requirements to collect the CPA. As the master affiliate, if we do not get paid by the poker site on an affiliate’s individual tracker due to poor player value or Fraud Traffic, we will not pay the affiliate. Whilst we will attempt to negotiate new terms with the affiliate and poker site to increase player value and recoup CPA payment at a later date.
2.8.1 "Fraud Traffic" means deposits, Gross Revenue or traffic generated at the Website through illegal means or in bad faith to defraud us, regardless of whether or not it actually causes us harm. Fraud Traffic includes but is not limited to deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, and unauthorized use of any third party accounts, copyrights or trademarks. Fraud traffic also includes intentionally sending Players to a site with the sole intention to play the minimum amount of raked hands for the affiliate to receive CPA payment.
2.8.2 The PAW Network reserves the right to withhold any payments due to the affiliate that is deemed as fraud. If payment is withheld, the affiliate will have access to all player reports or stats provided to us by the respective rooms.
2.8.3 PokerAffiliateWorld.com and the PAW Network will work with the individual poker and casino sites to determine if affiliate fraud is taking place. In the event that we together determine fraud is taking place, the PAW Network reserves the right to suspend payments on ALL earnings due to the affiliate.
2.9 "Monthly Gross Revenue" means Gross Revenue as calculated at the end of each calendar month for calculation of your Affiliate payment which is typically paid by the 20th the following month.
2.10 "Sign Up Bonus Codes" is a unique alphanumeric code that Players may enter when opening an Account with select rooms on our network. When entered, the system automatically logs the Sign Up Bonus Codes and records you as the Affiliate.
2.11 "Sign Up Bonus Incentives" are special offers to Players that give them extra cash or giveaways when they open their Account or make a real money deposit at any of the PAW Network rooms. Incentive Marketing or giving incentives in the form of cash, free bankrolls, poker software, or special gifts is strictly prohibited on the PAW Network. PAW reserves the right to withhold any CPA payments to affiliates who are promoting via incentive marketing. In rare cases we will allow incentive marketing, however any such marketing must be pre-approved.
2.12 "PokerNews Freerolls” means the PokerNews.com website freerolls located at http://www.pokernews.com/freeroll-tournaments/. Many of the PokerNews freeroll events are available to promote via the PAW Affiliate Network. For the included rooms, when a player signs up through your PAW tracker and meets the minimum requirement, they will be eligible to play in these special events.
2.13 "Spam" or "Unsolicited Promotions" means emails or any other messages that are circulated by you, directly or indirectly, including messages that are posted on newsgroups, chatboards and other types of online forums and which: 1). are directed at people who have not consented nor confirmed that they wish to receive promotional messages from you; 2). contain false or misleading statements; 3), do not truthfully identify the source or the originating IP Address; or 3). do not provide the recipient with an option to easily "Remove" them from receiving future mailings or promotions.
2.14 "Sub-Affiliate" means a person or entity, which you referred to the Affiliate Program, and for which, you will receive compensation based on the Affiliate Fees due to them.
2.15 "Tracker(s)" means the unique Tracking URL or Sign Up Bonus Codes that we provide exclusively to you from the represented room in the PAW Network., through which we track and calculate Affiliate Fees.
2.16 "Tracking URL" means a unique hyperlink from the PAW Network, through which you refer potential Players to a represented Website on our network. When the Player opens his/her Account, the system automatically logs the Tracking URL and records you as the Affiliate.
2.18 "Player(s)" or "Player's Account" means the Account(s) opened through the PAW Network at a represented room by a person, via a Tracker assigned to you and who makes the minimum required deposit.
2.20 "Real Money Player(s)" means a Player that makes a real money deposit to his/her Account (at any time after opening the Account), per the the individual rooms T&C’s regarding Real Money Players.
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, location and nature of your marketing activities, and any other information that we may request from time to time.
3.2 Marketing Activities and Responsibilities. You will, at your own cost and expense, market to and refer potential Players to the websites on the PAW Network. You will be solely responsible for the content and manner of your marketing activities. All marketing activities must be professional, proper and lawful under applicable rules or laws. You represent and warrant that you will not place Banners or Text Links to any room on the PAW Network, or use any media or medium, which is libelous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials. You will not actively target your marketing to any persons who are less than 18 years of age, regardless of the age of majority in the location you are marketing. Under no circumstances will you send Spam that in anyway refers users to us. Moreover all email marketing will be conducted in compliance with Section 3.11 below. You also agree that you will not engage in sending players to represented rooms with the sole intention for the player to play the minimum amount of raked hands to receive CPA. See 2.8.1 Fraud Traffic.
3.3 Approved Marketing Materials. You will only use the Banners and Text Links and any other marketing materials that have been provided by us or the represented rooms and/or pre-approved by us (collectively the "Marketing Materials"). You will not modify the Marketing Materials without our prior written consent. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of marketing to and referring potential Players to the Website. Generally we will provide you, without charge, the guidelines, graphical artwork and permitted text to use in promotional materials. Under no circumstance are you allowed to use the Marketing Materials and any other promotional materials provided by us in a manner that may potentially confuse a potential Player.
3.4 Competitive Marketing. For the avoidance of doubt it is hereby clarified that you shall not be entitled to market to potential Players via the PAW Network using PAW trackers while also using trackers issued from the represented sites affiliate program. You must cease all promotions of individual PAW trackers if you are also promoting via trackers from the network rooms home affiliate program.
3.5 Non Assignment. Trackers are for your sole use and are not to be assigned to others without our written consent.
3.6 Sub-Affiliates. Although we currently do not promote an active sub-affiliate program, we do reserve the right to negotiate deals with affiliates on our network to refer other affiliates.
3.7 Commercial Use Only. This Marketing opportunity is for commercial use only, and you may not sign up or make deposits to any Account on the network, directly or indirectly, through your Tracker(s) for your own personal use, to fraudulently increase the Affiliate Revenue payable to you or to otherwise defraud us. In no event are you to receive Affiliate Fees on your own Player Account. Violation of this provision constitutes Fraud Traffic.
3.8 Good Faith Marketing. You will not knowingly or unknowingly benefit from any known, unknown, suspected or unsuspected Fraud Traffic. For clarity, we reserve the right to withhold or backout amounts generated by Fraud Traffic from Affiliate Fees on the Trackers, regardless of whether you participated in or knew about the Fraud Traffic. In the event that we determine that you have knowingly participated in, or knowingly benefited from, Fraud Traffic with the intent to defraud us, then we may terminate this Agreement effective immediately and confiscate any and all Affiliate Revenue due to you.
3.9 Player Information. By opening an Account at any of the PAW Network Rooms, Players will be subject to all of the individual rooms rules, policies and operating procedures that govern their activity at the Website or poker room. Each room reserves the right to refuse service to any potential Player and to close the Account of any Player, at any time, at their sole discretion. All data relating to the Players will remain the sole and exclusive property of the said room, and you acquire no right to such information, except as expressly stated herein.
3.10 Trademarks and Domain Names. As further clarification of your obligations under this Agreement, under Section 2.8 ("Fraud Traffic"), the reference to unauthorized use of trademarks includes your use any trademark, domain name or trade name which contains, is confusingly similar to or is comprised of the POKERAFFILIATEWORLD or POKERNEWS name and mark or any other name or mark owned by us or our affiliates ("Our Marks") without our prior written permission. In addition, the restrictions under Section 3.4 ("Competitive Marketing") include the use of Our Marks in connection with a website that includes links to a competitive gaming, gambling or casino site without our prior written approval of such links and manner of use. By way of example, but without limitation, you may not make use of Our Marks on a website that includes links to a competitive website without our prior written permission. Your use of Our Marks is specifically limited to the use of pre-approved marketing materials for the sole purpose of directing Internet users to websites operated by us or our affiliates. You agree that all use by you of Our Marks inures to our sole benefit and that you will not obtain any rights in Our Marks as a result of such use. You also agree that you will not register any marks or names that contain, are confusingly similar to or are comprised of Our Marks, and that any such registration obtained by you shall be transferred to us upon demand.
3.11 Email Marketing Practices: If you plan to promote trackers on the PAW Network through email marketing, then your emailing practices must comply with the following:
a. Compliance with CAN-SPAM Act: Your email marketing practices must comply with all federal, state and local laws concerning email marketing, including but not limited to the United States CAN-SPAM Act of 2003 (Public Law 108-187), which includes but not limited to:
i. You shall not mislead the consumer with non relevant, inaccurate or ambiguous subject lines;
ii. You shall not falsify the email "From" address or attempt to hide one's identity
iii. You shall include a true name in "From" line and not a sales pitch or marketing message
iv. You shall use a reply address that will be active for at least thirty days after sending the email
v. You shall include a physical business address
vi. You must not prevent customers from removing themselves from your list
vii. You must provide an adequate, functioning and conspicuous "opt-out" or "unsubscribe" option in every email message
viii. You must honor "opt-out" requests within ten (10) days or before executing additional email campaigns to that user.
b. Lawfully Obtained Lists: You must not send email to any email addresses which are not lawfully obtained and do not conform with the following:
1. Confirmed Opt-In: The email recipient explicitly provides permission to have their email address placed on a mailing list, the email sender sends the email recipient a confirmation email, and the email recipient confirms their permission by emailing back or by visiting an operator-provided URL. Once email recipient has double opted-in, mailing list emails may include promotional or informational emails and unpaid or paid newsletters. Single Opt-in confirmations should not include promotional material.
2. One to One: The email recipient has a pre-existing business relationship with the mailing list operator where the consumer has consented to receive emails containing individualized content specific to the consumer’s business account with the company, such as e-statements, e-bills, travel itineraries, transaction confirmations, etc.
IV. REPORTS & PAYMENTS
4.1 Reports. We will track and report Player activity on each tracker for purposes of calculating your Affiliate Revenue. The form, content and frequency of the updates for each room may vary from time to time depending on the individual sites updates. Providing the individual site on the network is updating, your stats should update at least every 72 hours. Due to the complex scraping system in place at PAW, we may from time to time experience technical difficulties with reporting your stats from our backend. At any time you can request a manual check of your trackers at the represented room. This report will be sent to you within 48 hours.
4.2 Affiliate Revenue. Unless otherwise agreed, Affiliate Revenue will be paid to you on a calendar basis by the 20th of each month for the previous months earned income.
4.3 Payment Methods. Affiliates will be offered multiple options to collect their Affiliate Revenue. Affiliates will be paid via whatever method is selected in their password protected affiliate area at affilates.pokeraffiliateworld.com.
4.4 Time of Payment. Affiliate Revenue will be paid and sent out to you within twenty (20) days of the close of each calendar month, except that, if the total amount due for all Trackers is less than $50, the balance will be carried over and added to the next month's Affiliate Revenue until the total amount is more than $50. Further, if the amount due is negative in any particular month, then that negative amount will carry over and be deducted against the following month.
4.5 Holdover for Fraud Traffic. In the event we suspect Fraud Traffic, then we may delay payment of the Affiliate Fees to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. In the event that we determine the activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may recalculate and/or confiscate your Affiliate Fees accordingly. We will work closely with all rooms on our network to investigate and determine if traffic is fraudulent. If we are not paid by the respective poker site for the individual affiliate tracker, we will not pay the affiliate. For the avoidance of doubt, we are not obligated to pay on Players who in our sole discretion are not verifiably who they say they are or are otherwise highly likely to be involved with Fraud Traffic.
4.6 Method of Payment. All payments will be due and payable in United States Dollars only. Payment will be made by wire, neteller, intra-account transfers, or any other method as we in our sole discretion decide; however we will try to accommodate your preferred payment method. Charges for wires or courier charges for checks will be covered by you and deducted from your Affiliate Fee.
4.7 Player Tracking You understand and agree that potential Players must link through a Tracking URL or enter a Sign Up Bonus Codes when they sign up in order for you to receive Affiliate Revenue in relation to such potential Players. In no event, are we liable for your failure to use the right Trackers or for potential Players' failure to properly enter Sign Up Bonus Codes. We may at any time change, in our sole discretion, our tracking system and reporting format. Affiliates can request at any given time a manual check of all trackers at the respected sites they are promoting.
4.8 Disputes. If you disagree with the monthly reports or amount payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received within thirty (30) days of the end of each month for which payment is made, or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, deposit of payment check, acceptance of payment transfer or acceptance of other payment by you will be deemed full and final settlement of Affiliate Fees due for the month indicated.
4.9 Negative Gross Revenue: In the event that the Gross Revenue quotient is a negative amount during any given period(s), such negative amount shall be carried forward and deducted from the Gross Revenue amount of the relevant subsequent period of time. In the event that the Gross Revenue quotient is a negative amount for three (3) consecutive calendar months, we shall be entitled to terminate this Agreement.
V. TERM AND TERMINATION
5.1 Term and Termination. This Agreement will take effect when you start promoting any websites or poker sites on the PAW Network through our unique trackers. This Agreement will be continuous until terminated pursuant to this Section 5. Notwithstanding the foregoing and during a period of seven (7) days following your receipt from us of your Trackers, we reserve the right to refuse your application to join the Affiliate Program. In the event that we elect to refuse your application subsequent to your receipt of the Trackers, we shall notify you of the same and we shall be entitled to render the Trackers inoperative.
5.2 Termination By You. You may terminate this Agreement, with or without cause, immediately upon written notice to us. In addition, you may cease marketing through the PAW Network any time you want.
5.3 Termination By Us. We may terminate this Agreement, with or without cause, upon thirty (30) days written notice to you. Further, we may terminate this Agreement immediately, without notice, in the following events:
a. Youmaterially breach this Agreement and do not cure within fifteen (15) days of notice to cure;
b. We determine, in our reasonable discretion, that you knowingly benefited from Fraud Traffic as set forth in Section 2.8 herein; and
c. The total number of new Players introduced by you in a sixty (180) day period is less than 1.
5.4 Effect of Termination: The following will apply upon the effective date of termination:
a. You will stop promoting websites, poker rooms, or casinos on the PAW Network 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;
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 Affiliate Fees for all existing Players who signed up through the effective date of termination and on any Gross Revenue generated by these Players subject to the terms of this Agreement and any other user agreements to which they have agreed to; and
e. Notwithstanding anything to the contrary contained herein, in the event we determine, in our reasonable discretion, that you materially violated the provisions of Section 3, we may in our sole discretion stop, cancel and confiscate all your Affiliate Fees; and in such case, we do not waive any other legal rights we have against you.
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.
6.2 Billing and Collection Limitations. The rooms on our network may in their sole discretion, with or without notice, use any available means to block or restrict certain Players, sign ups, deposits or play patterns so as to reduce the number of fraudulent, unprofitable transactions or for any reason whatsoever, including but not limited to daily or monthly purchase limits, address verification or negative and positive credit card databases. We do not guarantee or warrant the success of such fraud prevention efforts.
6.3 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the PAW Network. Any liability arising under this Agreement will be satisfied solely from the revenues generated hereunder. Our liability is limited to direct damages, and in no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss).
6.4 Indemnification. You will defend, indemnify and hold us and our officers, directors, employees and representative harmless from and against any and all liabilities, losses, damages and costs, resulting from or arising from, your breach of this Agreement.
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 ON THE PAW NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
7.2 Independent Research. You understand that gambling laws may vary from city to city, state to state and country to country. YOU HAVE INDEPENDENTLY EVALUATED THE LAWS IN YOUR LOCALE WHICH APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR PAW Affiliate Network 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 you at address provided at affiliates.pokeraffiliateworld.com(or as subsequently updated by you to us in the event of change), and to us at affiliates@pokeraffiliateworld.com.
8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other nor to incur any obligation on the other's behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
8.3 Non-Exclusive. You understands that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you herein and that such Affiliates may be similar, and even competitive, to you.
8.4 Confidentiality and Non Disclosure. As a marketer of the websites on the PAW Network you will receive confidential information from us as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. Therefore, you will not disclose this information to third parties without our express written consent.
8.5 Press. You may not issue any press release with respect to this Agreement or your participation in this Affiliate Program without our prior written consent.
8.6 Assignment. This Agreement and the rights and obligations hereunder may not be assigned by you without our express written consent.
8.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Australia without giving effect to conflicts of law principles. You irrevocably agree to submit, for the benefit of the Company, to the exclusive jurisdiction of the courts of Australia for the settlement of any disputes arising out of or concerning this Agreement. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
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 either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Website. It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFLIATE PROGRAM FOLLOWING POSTING OR NOTICE OF CHANGE WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.
Poker Affiliate World
