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Terms and Conditions

Terms and Conditions

This Agreement ("Agreement") contains the complete terms and conditions that apply to an individual's or entity's Use of Poker Affiliate Solutions.com (the "Website" or "Us" or "Account Management Solution" or "Poker Affiliate Solutions" or "PAS" or “Network”). 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 engaging in the act of marketing 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”: an individual or entity Using Poker Affiliate Solutions code, accounts, campaigns or other services in conjunction with the operation of their website, business or organization or any other promotional method or potential End User communication. “Publishers” may sometimes be referred to on Poker Affiliate Solutions.com as “Affiliate”.
"You": by agreeing to all terms and conditions set forth in this Agreement, You become a Poker Affiliate Solutions Publisher.
“End User”: or “User”: an individual or entity who Uses an Advertisers' services (one or more) after being referred by a Publisher and actively and regularly generates revenue.
“Advertiser”: 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 an Advertiser on Poker Affiliate Solutions.com. Advertisers may sometimes be referred to as “Poker Room” or “Poker Client.”
“Stats” or “Statistics”: The monthly reporting provided by the advertisers to Poker Affiliate Solutions and which Poker Affiliate Solutions consolidates and reports to the Publishers and End Users. Monthly activity and Payments are reported based on the monthly statistics.
“Gross Revenue”: the amount of value End Users generate for Advertisers. Sometimes referred to as MGR or Monthly Gross Revenue. Your Applicable Commission will be based on Your commission rates as applied to MGR.
“Rakeback”: the amount or portion of revenue due back to the End User, which will be deducted from Your Gross commission rate.
“Negative Gross Revenue”: negative revenue (MGR) generated at any Advertiser site, which may result in negative earnings being applied to You or Your end User’s account.
“Tracking URL”: the URL or website address that must be displayed on Your webpage(s) in order to Use Poker Affiliate Solutions services.
“Sign-Up Code”: 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.
“Tracker”: the individual End User that has signed up with an Advertiser through Your tracking URL.
“Campaign”: a code for promoting specific offerings with an advertiser. Some advertisers or offers report by campaign only and will not provide individual tracker detail.
“CPA” or “Cost Per Action”: 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”: any and all materials You use to refer an End User to an Advertiser.
“Fraud Traffic”: any 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 an End User to an Advertiser who does not have intention of becoming a long term customer of that Advertiser.
“Agreement”: the collection of all terms, conditions, warranties, statements, promises, and all other contents contained herein that collectively form the Agreement.

III. TERMS

Identity and Disclosure.
You must provide true and complete information to Us at all times; including but not limited to, Your first and last name, business name, contact information including but not limited to mailing address, email address and telephone number, relevant Tax 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 rules or laws applicable to the offer. 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. You will not actively target Your marketing to any persons in jurisdictions in which real money play is prohibited. Under no circumstances will You send Spam that in anyway refers Users to Us.

Poker Affiliate Solutions may, at its sole discretion, market to publisher’s End Users to enhance earnings on publisher accounts. You may opt out of this practice at Your sole discretion.

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 similar to, or is comprised of the POKER AFFILIATE SOLUTIONS 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 similar to, or are comprised of Our Marks, and that any such registration obtained by You shall be transferred to Us upon demand.
Unauthorized Use of Our Advertiser’s trademarks is also expressly prohibited. Unauthorized Use of trademarks includes but is not limited to, Your Use of any trademark, domain name or trade name which is similar to or comprised of any name or mark owned by one of our Advertiser’s and which has not been released to the public for general marketing purposes. Any violation of our Advertiser’s Trademarks will be determined at the sole discretion of either Poker Affiliate Solutions, or the Advertiser to whom it relates and may result in immediate termination of this agreement, or other reasonable recourse.

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

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 are 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 and Disclosure.
In the promotion of any Advertiser, End Users will be subject to all of the individual Advertiser’s 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.
You have the sole responsibility for communicating any terms or conditions related herein, for which You deem to be relevant to Your End Users. This includes, but is not limited to, Terms and Conditions for stats reporting, payment calculations, reporting or payment adjustments, error corrections, activity requirements, withdrawal requirements, sign up requirements, or grace periods for notifying Poker Affiliate Solutions about any reporting, tracking or payment calculation errors.

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 Account.
You may only have one affiliate account in the Poker Affiliate Solutions system unless otherwise approved in writing by a PAS administrator. Signing up as a referral of oneself is caUse for immediate account termination for cause.

Inactivity.
If You or Your End User’s account remains inactive for a period of 9 months or more, this well be deemed as inactivity and we will have the right to terminate such account. In the event an account is terminated due to inactivity all Trackers will be disabled from that account and all earnings accrued on such account will be forfeited.
An Inactive Member will be defined as a Member whose sign up date was greater than one year from date of review or whose last login was greater than nine months ago or whose MGR in the previous nine months was less than $100.
An Inactive Publisher will be defined as a Publisher whose sign ups in the previous nine months were less than 1 or who generated less than a total $1,000 in MGR over the previous nine months.
Active Publisher and End User accounts with unclaimed balances over 6 months old will start accruing an account service fee equal to 10% of the account balance, assessed on monthly basis.

Your Earnings.
Earnings will be released to Your Poker Affiliate Solutions publisher account and will be available for withdrawal by the 10th of each month for the previous month’s activity. Poker Affiliate Solutions makes every attempt to have complete and accurate stats for ALL Advertisers on the Poker Affiliate Solutions Network available by this date, however Advertiser or Market forces may sometimes result in delays which are beyond our control. In the event that there is a delay in releasing stats or payments for activity of a specific Advertiser, Poker Affiliate Solutions will update the stats and release Your related commission payment upon receiving the required reporting information from the Advertiser. At no time will Poker Affiliate Solutions credit anticipated earnings to Your account prior to receiving the final activity and payment report from the Advertiser.
ALL Advertiser activity reports, stats and Your and Your End User’s related earnings are deemed COMPLETE and FINAL 45 days following the close of the month for which there is activity, unless otherwise identified and communicated to You by Poker Affiliate Solutions. If You dispute the completeness or accuracy of any information or payment calculation being reported to You or Your End User, You must bring it to the attention of Poker Affiliate Solutions within 45 days from the end of the activity month, by contacting Us directly via email or through our support desk. Poker Affiliate Solutions is at no time obligated to make adjustments or changes to stats or payments which have been deemed COMPLETE and FINAL, for which You have not previously notified Us of.
In the event that an Advertiser makes any adjustments to activity reports and related earnings at ANY TIME following the release of Your payment, Poker Affiliate Solutions retains the right to make any and all necessary adjustments to Your earnings and/or Your End User’s earnings to reflect the adjustments. Adjustments made by the Advertiser will override the 45 day window for COMPLETE and FINAL stats and payments, and Poker Affiliate Solutions retains the right to make any and all updates to Your account or earnings as initiated by changes or adjustments by the Advertiser, regardless of the time frame in which the Advertiser chooses to implement the changes.
In the event that the Advertiser does not process a payment to Poker Affiliate Solutions, we retain the right to WITHHOLD OR DEDUCT uncollected earnings from Your account at any time. In the event that Poker Affiliate Solutions is unable to collect a payment from an advertiser and You or Your End User have already withdrawn the related commission payment, We retain the right to deduct these earnings from Your account and apply it against any future earnings from any source generated on Your account until the uncollected funds have been recovered.

Payment Methods.
Publishers and End Users are offered various payment options to collect Earnings. Such options are determined by market forces and may change from time to time and are at the sole discretion of Poker Affiliate Solutions. Poker Affiliate Solutions shall not be liable for damages resulting from the inability to make payments via the method selected, or for damages that are the result of no viable option being available for You or Your End User. Poker Affiliate Solutions may, at its sole discretion, charge a processing fee for any of our payment methods, which will be deducted from the requested payment. You and/or Your End User may also be subject to fees or charges assessed by the administrator or institution of Your selected method and at no time will Poker Affiliate Solutions be responsible for determining the extent of these charges prior to initiating a transaction or reimbursing You or Your End User for any charges assessed as a result of the selected method.
It is Your responsibility to provide COMPLETE and ACCURATE payment details to Poker Affiliate Solutions based on Your selected payment method. Poker Affiliate Solutions will at no time be responsible or liable for any inconvenience, delays, fees, or lost funds that are the result of You providing inaccurate or incomplete payment details to Us. Furthermore, any fees assessed to Poker Affiliate Solutions for returned payments which are the result of You providing inaccurate payment instructions may be passed on to You at Our sole discretion.
ALL payments processed directly by Poker Affiliate Solutions will be processed in United States Dollar (USD), unless otherwise stated. Poker Affiliate Solutions is not responsible for any exchange fees, intermediary bank fees or any other charges that may result from the conversion of Your payment from USD to the currency in which You hold Your account. Advertisers may process End User payments in the currency of their discretion and Poker Affiliate Solutions is not responsible for any exchange fees, withdrawals fees, or any other charges that may result from the conversion of the payment from the Advertiser’s currency to the currency in which You or Your End User holds his or her account.
The default minimum withdrawal amount for You and Your End User is $20.00, and may change at any time at the sole discretion of Poker Affiliate Solutions. Minimum withdrawal limits may be higher for selected methods.

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 constitutes Fraud Traffic, or 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, Campaigns, Codes or Links or for End User's failure to properly Signup. If You identify an error with the linking or reporting of a tracker, You must notify Us within 45 days from the end of the activity month in order to be compensated for the tracker for that month. At no time will be Poker Affiliate Solutions be responsible for retroactively remedying reporting or tracking issues that are the result of Advertiser error and/or oversight, for which You do not bring to our attention within the 45 day grace period from the end of the reporting month. If You do not notify Us within the required time frame, Your stats and trackers will be deemed COMPLETE and FINAL and we will not be obligated to make retroactive adjustments, although we will correct the error for all future reporting and payments.
We may, at any time, in our sole discretion, change 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 forty five (45) 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 and/or related earnings for any tracker, campaign or Advertiser is a negative amount during any given period(s), such negative amount shall be applied to Your account and carried forward until Your account has generated enough positive activity to recover the deficit . At no time will we make partial payments on positive earnings from other Advertisers, Trackers, or Campaigns until the full deficit on Your account has been recovered.

Marketing of Poker Affiliate Solutions.
You agree that 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 Poker Affiliate Solutions.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. In the event of termination of any kind, we shall pay Your earnings to You through the date of termination.

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 through the date of termination. 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 through date of termination. We may terminate this Agreement with cause immediately and 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 (60) day period is less or equal to one (1). PAS reserves the right to retain and migrate the customer base of a publisher if this agreement is terminated for any reason.

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 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.

Termination of Advertisers.
Poker Affiliate Solutions may, at is sole discretion, choose to terminate an advertiser from our network for a variety of reasons including, but not limited to, ongoing issues with inaccurate reporting, untimely reporting, frequent errors, backdated corrections, non-payment, or low generating activity. If an Advertiser is terminated by Poker Affiliate Solutions, we will notify all publishers with any tracker or activity at the room within the last twelve (12) months from the date of termination. Publishers will have thirty (30) days from the date of termination to contact PAS about tracker transfer options. We will continue to provide stats and payments to You, for a period of three (3) months post termination to give You time to direct Your traffic elsewhere, provided that reporting and payments continue to be provided to Us by the Advertiser. If You choose not to re-direct Your traffic, PAS reserves the right to retain and migrate Your trackers, campaigns or any other customers still active at the terminated Advertiser.
Poker Affiliate Solutions will also attempt to notify all members currently receiving rakeback payments paid by PAS or a PAS publisher during the termination process. Poker Affiliate Solutions is only responsible for contacting players who have complete and accurate contact information available in their profiles and is not responsible for lost or missed communication that is a result of incomplete or inaccurate contact information. The member will be notified that the offer is being terminated and that stats and payments will cease within three (3) months, and be directed to their publisher to discUss options for moving activity to another viable alternative. Poker Affiliate Solutions will not be responsible for contacting players with activity at terminated Advertisers when player payments are processed directly to the player by the Advertiser.
In the event that an Advertiser terminates its services with Poker Affiliate Solutions, or otherwise stops conducting business, Poker Affiliate Solutions is responsible only for providing reporting and related payments through the end of the effective termination date OR the date through which the advertiser has provided stats and related commission payments.

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 or cause, cancel or not allow End Users or Publishers to Use their site for any reason whatsoever. WE SHALL NOT BE LIABLE TO YOU FOR ANY PAYMENTS NOT MADE TO US 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.
s 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.
There 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.