Terms and Conditions

This Agreement ("Agreement") contains the complete terms and conditions that apply to an individual's or entity's use of PokerAffiliateSolutions.com (the "Website" or "Us" or "Accounts Management Solution" or "Poker Affiliate Solutions" or "PAS"). As used in this Agreement, "You" or "Publisher" means the individual or entity which has applied to be paid on our Publisher Sign-Up Application ("Publisher Application") as submitted at the Website.

I. GENERAL
In becoming a Publisher and marketing for and referring new Users to Advertiser Sites via Poker Affiliate Solutions, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR ALL OF THE TERMS OF EACH ADVERTISER THAT YOU PROMOTE, THEN PLEASE DO NOT ENTER INTO AN AGREEMENT WITH POKER AFFILIATE SOLUTIONS. IN ADDITION, YOU AGREE TO BE BOUND BY SPECIFIC TERMS OF EACH ADVERTISER ON OUR NETWORK.

II. DEFINITIONS

Publisher is an individual or entity using Poker Affiliate Solutions code, accounts, or other services in conjunction with the operation of their website, business or organization or any other promotional method or potential End User communication. "You," by agreeing to all terms and conditions set forth in this Agreement become a Poker Affiliate Solutions Publisher. Sometimes referred to on PokerAffiliateSolutions.com as Affiliate.

End User or User is an individual or entity who uses Advertisers' services (one or more) after being referred by Publisher. Advertiser is an individual or organization seeking to have services promoted and consequently has placed or allowed the placement of advertising banners, links, images, graphics, trademarks, and/or anything else associated with said Advertiser on PokerAffiliateSolutions.com. Sometimes referred to as Poker Room or Poker Client.

Agreement is the collection of all terms, conditions, warranties, statements, promises, and all other contents contained herein that collectively form the Agreement.

Gross Revenue is the amount of value End Users generate for Advertisers. Sometimes referred to as MGR or Monthly Gross Revenue. Your Gross Revenue is the MGR minus Poker Affiliate Solutions fees for service. Rakeback is the amount or portion of revenue due back to the End User Negative Gross Revenue is your account (all current monies owed) being in deficit. Tracking URL is the url or website address that must be displayed on your webpage(s) in order to use Poker Affiliate Solutions services. Sign-Up Code is the specific code given by Us to You to give to Your End Users so an Advertiser will give credit for the End User. Sometimes referred to as Bonus Code.

CPA or Cost Per Action is a one-time sum of money paid by an Advertiser for referring an End User to that Advertiser's website or product. CPA can stand alone, or can be offered in conjunction with a revenue share (known as a hybrid deal). Marketing Materials are any and all materials You use to refer an End User to an Advertiser. Fraud Traffic means deposits, Gross Revenue or traffic generated via illegal means or in bad faith to defraud, regardless of whether or not it actually causes Poker Affiliate Solutions 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 or unintentionally sending to an Advertiser an End User who does not have intention of becoming a long term customer of that Advertiser.

III. TERMS

Identity and Disclosure. You must provide true and complete information to Us at all times; including but not limited to, your identity, contact information, relevant ID numbers, payment instructions, location and nature of your marketing activities, and any other information that we may request from time to time.

Marketing Activities and Responsibilities.
You will, at your own cost and expense, market to and refer End Users to Advertisers on the Poker Affiliate Solutions Network. You will be solely responsible for the content and manner of your marketing activities. All marketing activities must be lawful under applicable rules or laws. You represent and warrant that you will not place Banners or Text Links to any Advertiser on the Poker Affiliate Solutions 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.

Trademarks and Domain Names.
Unauthorized use of Our trademarks is expressly prohibited. Unauthorized use of trademarks includes but is not limited to, your use of any trademark, domain name or trade name which contains, is confusingly similar to or is comprised of the POKERAFFILIATESOLUTIONS name and mark or any other name or mark owned by us or our affiliates ("Our Marks") without our prior written permission. This also includes Poker Affiliate Solutions Affiliated Websites including Rake Tracker (raketracker.com), Your Poker Cash (yourpokercash.com), Free Poker Money (freepokermoney.com), and CheckRaised (checkraised.com). 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.

Competitive Marketing.
You are not permitted to market "rakeback" to customers on your own separate affiliate accounts while simultaneously using Poker Affiliate Solutions accounts."

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 Advertisers 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 End Users to Advertisers. 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 an End User.

Good Faith Marketing.
You will not knowingly or unknowingly benefit from any known, unknown, suspected or unsuspected Fraud Traffic. We reserve the right to withhold amounts generated by Fraud Traffic, 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 monies due to you. Furthermore, if at any time, within our discretion, we deem that your account has inappropriate amounts of fraud traffic, we may terminate your account with cause.

End User Information.
In the promotion of any Advertiser, End Users will be subject to all of the individual Advertisers rules, policies and operating procedures that govern their activity. Each Advertiser reserves the right to refuse service to any potential End User or to close the Account of any End User, at any time, at their sole discretion. All data relating to the End User will remain the sole and exclusive property of Advertiser, and you acquire no right to such information, except as expressly stated herein.

Email Marketing Practices.
All emailing practices in the course of your marketing efforts must comply with the 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 is not limited to:
You shall not mislead the consumer with non relevant, inaccurate or ambiguous subject lines;
You shall not falsify the email "From" address or attempt to hide one's identity
You shall include a true name in "From" line and not a sales pitch or marketing message
You shall use a reply address that will be active for at least 30 days after sending an email
You shall include a physical business address
You must not prevent customers from removing themselves from your list
You must provide an adequate, functioning and conspicuous "opt-out" or "unsubscribe" option in every email message
You must honor "opt-out" requests within ten (10) days or before executing additional email campaigns to that user.

Your Earnings.
Your Earnings will be paid to you on a calendar basis by the 20th of each month for the previous month's earned income. Rakeback. You may select to offer your End Users our rakeback solution. In the event Publisher selects for Us to make rakeback payments to Publisher and not End User: In the event you select to make payments to your Users yourself, such payments must be made to said Users. Failure to make rakeback payments you have selected to make shall constitute a material breach of this agreement, subjecting this Agreement to immediate termination by Us with cause.

Payment Methods.
Publishers are offered various payment options to collect Earnings. Such options are determined by market forces and may change from time to time. Poker Affiliate Solutions shall not be liable for damages relating from the inability to make payments via the method selected or for damages relating to no viable option being present. Monies owed will still be owed, but nothing further shall be owed. Any charges for wires or courier charges for checks will be covered by you and deducted from Your Earnings.

Holdover for Fraud Traffic.
In the event we suspect Fraud Traffic, then we may delay payment of Your Earnings 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 Earnings accordingly. We will work with any advertiser to investigate and determine if traffic is fraudulent. IF WE ARE NOT PAID BY THE ADVERTISER, FOR FRAUD OR ANY OTHER REASON, WE WILL NOT PAY YOU.

End User Tracking.
You understand and agree that potential End Users must link through a Tracking URL or enter a Sign Up Code when they sign-up with an Advertiser +in order for you to receive Your Earnings or for End User to receive any potential rakeback payments. In no event are we liable for your failure to use the right Trackers or Links or for End User's failure to properly Sign-Up. We may, at any time, change, in our sole discretion, our tracking system and reporting format. We will track and report End User activity for purposes of calculating Your Earnings and, if applicable, any payments owed to End Users. Updates and reports may vary for each Advertiser from time to time depending on their reports. We may, from time to time, experience technical difficulties with reporting your stats from our Website. Our technical team will do the utmost to assure these situations are remedied as quickly as possible. However, we do not make any guarantees with respect to this information, nor shall we be liable for any problems or failures related to technical problems with stats tracking.

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 Your Earnings due for the month indicated.

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. Marketing of Poker Affiliate Solutions. You agree We may use Your website, images, graphics, text, marks, URL as part of marketing the Poker Affiliate Solutions products. In addition, you agree to put a hyperlink to PokerAffiliateSolutions.com if and when we request.

IV. TERM AND TERMINATION

Term and Termination.
This Agreement will take effect when you start promoting any Advertisers through Poker Affiliate Solutions. This Agreement will be continuous until terminated pursuant to this Section. Termination By You. You may terminate this Agreement, with or without cause, immediately upon written notice to us. In the event of a termination, we shall pay Your Earnings to you in accordance with this agreement. You may request not to receive monies from Us. Such a request will eliminate all future monies owed to You.

Termination By Us.
We may terminate this Agreement, with or without cause, upon thirty (30) days written notice to you. If Agreement is terminated without cause we shall pay Your Earnings to you in accordance with this agreement. We may terminate, with cause, this Agreement immediately, without notice, if You materially breach this Agreement and do not cure within seven (7) days of notice to cure and/or We determine, in our sole discretion, that you knowingly benefited from Fraud Traffic and/or the total number of new End Users generated by You for Advertisers over a ninety day (90) day period is less or equal to one (1).

Effect of Termination: The following will apply upon the effective date of termination with cause: a. You will stop promoting Advertisers through Poker Affiliate Solutions and all rights and licenses given to you under this Agreement will terminate immediately.
b. You will return all confidential information and cease use of any of our Intellectual Property;
c. We may leave open, redirect or deactivate any End Users in our sole discretion;
d. We will continue to pay Your Earnings for all existing End Users who signed up through the effective date of termination and on any Gross Revenue generated by these Users 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 this Agreement, we may, in our sole discretion, confiscate payments; and in such case, we do not waive any other legal rights we have against you.

V. LIABILITIES

WE DO NOT WARRANT THAT OUR SYSTEM, OUR PROGRAMS, OUR 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, OUR PROGRAMS, OUR 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.

Billing and Collection Limitations.
The Advertisers found on Poker Affiliate Solutions may in their sole discretion, with or without notice, cancel or not allow End Users or Publishers for any reason whatsoever. We shall not be liable to you for any payments not made by Advertisers whether or not you believe a part of those payments are ultimately owed to you. Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Poker Affiliate Solutions. 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).

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.

VI. 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 VIA POKER AFFILIATE SOLUTIONS AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. YOU UNDERSTAND THAT LAWS RELATING TO ONLINE POKER MAY VARY FROM CITY TO CITY, STATE TO STATE AND COUNTRY TO COUNTRY. IN SOME COUNTRIES, NO RESOLUTION HAS, AS OF YET, BEEN REACHED. YOU HAVE INDEPENDENTLY EVALUATED THE LAWS IN YOUR LOCALE WHICH APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY ENTER THIS AGREEMENT WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.

VII. MISCELLANEOUS

Notices.
All notices pertaining to this Agreement will be given by email to you at the email address you provide to Poker Affiliate Solutions.

Relationship of Parties.
here is no relationship of 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.

Non-Exclusive.
You understand and acknowledge that we may at any time enter into marketing terms with other Publishers on the same or different terms as those provided to you such Publishers may be similar, and even competitive, to you. Confidentiality and Non Disclosure. As a Publisher affiliated with Poker Affiliate Solutions, you may receive confidential information from Us as to our 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. Violation of this term shall constitute a material breach subject to immediate termination with cause and forfeiture of any revenue stream you may then or will in the future be scheduled to receive. Assignment. This Agreement and the rights and obligations hereunder may not be assigned by you without our express written consent.

Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, United States of America without giving effect to conflicts of law principles. You agree that any dispute will first be addressed in non-binding mediation or arbitration. We and You shall each independently select one mediator. Those two mediators will together select a third mediator to hear the case and issue a non-binding resolution. The costs of the two initial mediators shall be the responsibility of each party independently. The cost of the third shall be split evenly. In the event that non-binding mediation does not resolve the matter, You irrevocably agree to submit to the exclusive jurisdiction of the courts of the State of Minnesota, United States of America 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.

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.

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.

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 AFTER A CHANGE WILL BE DEEMED BINDING ACCEPTANCE OF THE CHANGE.

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.