Agreement

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Full Tilt Poker Standard Affiliate Agreement

This Standard Affiliate Agreement (the "Agreement") contains the complete terms and conditions that apply to an individual or entity's participation in the FullTiltPoker.com Affiliate Program. As used in this Agreement, "we", "us" and "FullTiltPoker.com" means the website FullTiltPoker.com and its operator, Kolyma Corporation A.V.V. /Filco, Ltd., an Alderney limited company, and "you" and "Affiliate" mean the individual or entity which applies for affiliate payment in accordance with the terms and conditions herein.

GENERAL
1. This is the most recent version of the Agreement, as released and posted as of April 2008. This version modifies, replaces and supersedes all prior versions of this Agreement.
2. By registering as an Affiliate through the Website, and by marketing to and referring new Players to the website, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. On your acceptance of this Agreement via the website, we will automatically become counter-parties to this Agreement.
3. IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT PROMOTE FULLTILTPOKER.COM.
DEFINITIONS
1. "Account" is the uniquely assigned account that is created for a Player when he/she opens an account at the Website.
2. “Affiliate(s)” is the individual or entity which has registered for and been accepted in our Affiliate Program and which complies with the terms of this Agreement.
3. “Affiliate Account” is the unique account that each Affiliate creates after successful registration and acceptance in our Affiliate Program.
4. "Affiliate Commission" is the amount due and payable to you, based solely on FullTiltPoker.com's system's data, in accordance with the Payment Plan you selected on the Affiliate Registration Form when registering and/or activating additional Trackers.
5. “Affiliate Network” is the online community made up of the Website’s Affiliates.
6. "Affiliate Number" is the numeric code you are assigned when you register to participate in the Affiliate Program.
7. “Affiliate Program” is the marketing rewards program which we make available to certain individuals or entities, pursuant to the terms and conditions of this Agreement, via the Website’s “Affiliate Center.”
8. “Banner Ad(s)” means an image embedded as an advertisement on a web page and which hyperlinks persons from that web page to the Website.
9. "Bonus Incentives" are special offers to Players that give them extra cash or giveaways when they enter a Referral Code when opening an account or making a real money deposit. Bonus Incentives may be unique, but are not exclusive to any Player or Affiliate and we reserve the right to offer the same Bonus Incentives to multiple Players or Affiliates.
10. "Celebrity Poker Professional(s)" means those professional poker players and celebrities who are involved with the professional celebrity endorsement of the Website, including, but not limited to, those individuals whose names, voices, and/or likenesses appear on the Website or in other promotional materials related to the Website.
11. "CPA Plan" or "Cost Per Acquisition Plan" is a type of Payment Plan whereby your Affiliate Commissions are based on the number of Real Money Players that make a minimum deposit of $50 and accumulate 100 Full Tilt Points (FTPs) after opening an account at the Website via a Tracker assigned to you.
12. "Fraud Traffic" means deposits, Revenue or traffic related to the Website and generated by 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 Spam, false advertising, deposits generated on stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Affiliate Commission directly or indirectly with Players, and any other unauthorized use of any third party accounts, copyrights or trademarks.
13. "Monthly Revenue" means Revenue as calculated at the end of each calendar month for determination of your Affiliate Commission, which is typically paid shortly after the end of each calendar month.
14. “Payment Plan” means the method by which you choose to receive your Affiliate Commissions from us. There are two Payment Plans from which to choose (i.e., the Percentage Revenue Plan or Cost Per Acquisition Plan). You must select a Payment Plan at the time of registration in the Affiliate Program and you cannot later change your Payment Plan.
15. "Percentage Revenue Plan" is a type of Payment Plan whereby your Affiliate Commissions are based on a percentage of the Revenue generated by Players who have opened an account at the Website via a Tracker assigned to you.
16. "Player(s)" or "Player's Account" means the Account(s) opened at FullTiltPoker.com by Real Money Players via a Tracker assigned to you
17. “Press Release” means any document or publication which is released or circulated to the public or news media and purports to communicate information regarding the Website, our Affiliate Program, or our Celebrity Poker Professionals. For example, a Press Release is a document typically including a headline, dateline and/or closing symbol such as "###".
18. “Real Money Players” are Players who make the minimum required deposit within 60 days of opening an Account.
19. "Referral Codes" are unique offline alphanumeric codes that Players may enter when opening an Account. When properly entered, the system automatically logs the Referral Codes and records you as the Affiliate. To encourage potential Players to use Referral Codes, extra cash or other Bonus Incentives may be given to Players that enter Referral Codes. Further, Referral Codes may automatically be entered/logged by the system with some CDs used for installation.
20. "Revenue" means the sum total of all Players' contribution to all "rakes" the Players were involved in while playing at the Website, plus the sum total of all tournament "fees" paid by Players for entering either multi-table tournaments or Sit 'n Go's (SNGs), less any credits, bonus or promotional amounts given to Players, processing charges, charge backs, or any un-collectable revenue attributable to the Player. A Player's contribution to the "rakes" shall be determined as the quotient obtained when dividing the actual amount of each rake, in hands which such Player was dealt in, divided by the total number of persons playing at the table (“players”) at the start of the hand. By way of example, if the rake in a hand with six players at the table is three dollars ($3.00), each player's contribution to the rake will be fifty cents ($0.50).
21. "Spam" or "Unsolicited Promotions" means emails or any other messages that are related to the Website in any way and are circulated by you, directly or indirectly, including messages that are posted on newsgroups, chat boards, instant messaging systems, and other types of online forums or sent to mobile phones and which: 1) are directed at people who have not consented to receiving promotional messages from you; 2) contain false or misleading statements; 3) do not truthfully identify the source or the originating IP Address; 4) purport to be, but are not, generated by us; 5) do not provide the recipient with an option to easily "remove" them from receiving future mailings or promotions; or 6) violate applicable laws or regulations regarding unsolicited electronic communications.
22. "Sub-Affiliate" means a person that you have referred to (and that has successfully joined) the Affiliate Network in accordance with the terms of this Agreement.
23. "Sub-Affiliate Accruals" means the Affiliate accruals due to any Sub-Affiliate as set out in their chosen Payment Plan.
24. "Track"Text Link(s)" means text that hyperlinks persons from a web page to the Website.
25. "Tracker(s)" means the unique Tracking Codes or Referral Code(s) that we provide exclusively to you, through which we track and calculate your Affiliate Commissions.
26. "Tracking Code" means a unique hyperlink (URL) to FullTiltPoker.com through which you refer potential Players from a web page. When the Player opens his/her Account, the system automatically logs the Tracking Code and records you as the Affiliate.
27. "Website" means the FullTiltPoker.com website located at http://www.FullTiltPoker.com and its related pages as well as the downloadable application for playing multi-player poker.
28. “Widget” is a small piece of html related to the Website that lets you easily add functionality to your website. Widgets can display a wide variety of information, including news, tournament updates, pro tips, promotions, and commercials.
PERSONAL INFORMATION
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, your participation in affiliate programs for other websites, the location and nature of your marketing activities, and any other information that we may request from time to time. So long as you are our Affiliate, you will have a continuing obligation to disclose your affiliate relationships with other websites upon our request.
2. Player Information. By opening an Account at the Website, Players will be subject to all of our rules, policies and operating procedures that govern their activity at the Website. We reserve the right to refuse service to any potential Player and to close the Account of any Player, at any time, in our sole discretion. All data relating to the Players will remain our sole and exclusive property and by entering into this Agreement you acquire no right to such information, except as expressly stated herein.
REGISTRATION
1. Minimum Age. You must be at least 18 years of age to be eligible to become our Affiliate.
2. Registration. This Agreement will take effect when you receive your Trackers from us and when you start promoting the Website. This Agreement will be continuous until terminated. Notwithstanding the foregoing, and during a period of seven (7) days following your receipt from us of your Trackers, we reserve the right to reject your registration application to join the Affiliate Program. In the event that we elect to reject 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.
3. Multiple Accounts. You may not register or possess more than one Affiliate Account or Affiliate Number without our prior written consent.
MARKETING AND PROMOTION
1. Marketing Activities and Responsibilities. You will, at your own cost and expense, market to and refer potential Players to the Website. You will be solely responsible for the content and manner of your marketing activities. However, you agree that all marketing activities must be professional, proper and lawful under applicable rules or laws.
2. Unauthorized Marketing Activities. You represent and warrant that you will not place promotional materials including but not limited to Widgets, Banner Ads or Text Links related to us on any website, or use any media or medium, which contains materials that:
  1. infringe any intellectual property rights (including but not limited to trademark rights);
  2. promote discrimination based on national origin, race, gender, religion, disability, sexual orientation or age;
  3. are libelous, obscene, or unlawful;
  4. are sexually explicit, pornographic, obscene, hateful or violent; or
  5. are otherwise considered inappropriate at our sole discretion.
3. Approved Marketing Materials. In your efforts to promote or market the Website, you will only use the Widgets, Banner Ads and Text Links and any other promotional materials that have been provided by us and/or pre-approved by us (collectively the "Marketing Materials"). 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. 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 or mislead a Player or potential Player. Under no circumstances may you issue or circulate a Press Release without our written consent as set forth in Section 5.11 herein. In the event that you violate this provision, you will forfeit all Affiliate Commissions that you have earned and we reserve the right to terminate this Agreement.
4. Cost of Marketing Materials. Generally we will provide you, without charge, the guidelines, graphical artwork and permitted text to use in promotional materials. However, CDs and other customized promotional materials provided to you will be AT COST and deducted from Affiliate Commissions payable to you.
5. No Modification of Marketing Materials. You agree to use the entire code provided to you in connection with the Marketing Materials. You will not modify or alter the code for Widgets, Banner Ads, or Text Links, or otherwise modify any other Marketing Materials without our prior written consent.
6. Non-Assignment of Trackers. Trackers and Tracking Codes are for your sole use and are not to be assigned to others without our prior written consent.
7. Disclaimers. We reserve the right to demand that you post a disclaimer adjacent to any Marketing Materials which you display anywhere. We further reserve the right to determine the language of a reasonable disclaimer in our sole discretion.
8. 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 Affiliate Commissions payable to you or to otherwise defraud us. In no event are you to receive Affiliate Commissions on Revenue generated on your own Player Account. Violation of this provision constitutes Fraud Traffic and will grant to us the right to immediately terminate this Agreement and you will forfeit all Affiliate Commissions that you have earned.
9. 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 or back out from Affiliate Commissions 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, we may terminate this Agreement immediately and you will forfeit all Affiliate Commissions that you have earned.
10. Use of Celebrity Poker Professional's Nomenclature and Images. The Website has many banners and content that features the names and images of the poker industry's most recognizable celebrity poker professionals. You are free to use these banners, and you may also mention these individuals in any of your promotional material; provided, however, that any mention of such individuals shall be strictly limited to promotion, sponsorship, and endorsement of the Website, FullTiltPoker.com. You may in no way, shape, or form imply or suggest that the celebrity poker professionals are promoting, sponsoring, or otherwise endorsing you, your site or any other business or activities. In the event that you violate this provision, you will forfeit all Affiliate Commissions that you have earned and we reserve the right to terminate this Agreement.
11. Press Releases. You may not issue or circulate any Press Release or any document with the characteristics of a Press Release with respect to the Website, this Agreement, the Celebrity Poker Professionals or the Affiliate Program without our prior written consent. In the event that you violate this provision, you will forfeit all Affiliate Commissions that you have earned and we reserve the right to terminate this Agreement.
12. Written Material. Except for the Marketing Materials, you may not create, publish, distribute, or allow any written material that references us in any way without our prior written consent.
NON-COMPETITION
1. No Competitive Marketing. You shall not market to Players or potential Players on any web page on which we promote the Website; or in any other manner, which results in your competing with us in relation to the promotion of the Website. In the event that you violate this provision, you will forfeit all Affiliate Commissions that you have earned and we reserve the right to terminate this Agreement.
2. Domain Ownership. Without our express written consent, you may not own or purchase any domain that includes the words Full Tilt Poker, or any variation thereon, including but not limited to Full Tilt, Full-Tilt-Poker, or FullTiltPoker.
3. Search Engines. You may not bid on any keywords or keyword phrases which include the words Full Tilt Poker, or any variation thereon, including but not limited to Full Tilt, Full-Tilt-Poker, or FullTiltPoker in any format in any pay-per-click search engine. You may not use derivatives of Full Tilt Poker in URLs and directory names for the purpose of search engine optimization.
4. Site Redirects. You may not set up any site redirects from any web page or network of websites so that the page goes directly to the Website.
5. Page Optimization. You may not optimize any page of a website(s) for keyword or keyword phrases that include the words Full Tilt Poker, or any variation thereon, including but not limited to Full Tilt, Full-Tilt-Poker, or FullTiltPoker in any format. This provision includes but is not limited to meta tags, headers and body content.
6. Off-Site Links. You may not buy or build off-site text links with anchor text for Full Tilt Poker-branded keyword phrases, including but not limited to Full Tilt, Full Tilt Poker, Full-Tilt-Poker, or FullTiltPoker in any format.
COPYRIGHTS AND TRADEMARKS
1. You may not register, claim, or purport to claim a copyright or trademark in any phrase or mark which references us, including but not limited to Full Tilt, Full Tilt Poker, Full-Tilt-Poker, or FullTiltPoker.
SOCIAL NETWORKING SITES
1. On any social networking site you may not hold yourself out to be or to represent us, our agents, employees, representatives or the Celebrity Poker Professionals. Additionally, you may not create, establish or otherwise maintain any page on Facebook, MySpace or any other social networking site, blog domain, or use a profile name or display name which does or could mislead others to believe that you do or may represent us, our agents, employees, representatives or the Celebrity Poker Professionals. For example, your Facebook page may not be named “Full Tilt Poker” or any variation thereon, including but not limited to Full Tilt, Full-Tilt-Poker or FullTiltPoker; provided however, by way of example, you may show your support for us by naming your Facebook page “I Love Full Tilt Poker” or show your support for a Celebrity Poker Professional by naming your MySpace page “I Love Chris Ferguson.”
SUB-AFFILIATES
1. Registration of Sub-Affiliates. You may refer other persons to us so that they may also apply to join our Affiliate Network. If any such person successfully joins our Affiliate Network we will pay you an Affiliate Commission in respect of the activities of such Sub-Affiliate in accordance with your chosen Payment Plan, provided that you properly register them through the "Register Sub-Affiliate" function within the Affiliate Area of the Website. You will only receive credit for Sub-Affiliates which comply with all applicable terms of this Agreement. Any person registered as an Affiliate cannot subsequently be reclassified as a Sub-Affiliate.
2. Limitations. You shall not:
  1. Register yourself or any person controlled by you as your own Sub-Affiliate.
  2. Use or permit fictitious or alias names for the registration of Sub-Affiliates.
  3. Offer any type of enticement of money or anything of monetary value to potential Sub-Affiliates unless such enticements are approved in writing by us, including any so-called “rake-back” schemes where a proportion of the player’s rake is returned to the player in any form.
  4. Attempt to introduce any addition or variation to our terms in relation to any potential Sub-Affiliate.
  5. Receive sums which are owed to your Sub-Affiliate(s); such sums shall be paid directly to that Sub-Affiliate. Further, the payment and contractual relationship in regard to the Affiliate Network shall remain between the Sub-Affiliate and us.
3. Single-Tier Affiliate Program.
  1. Our Sub-Affiliate system is single-tier, meaning that only those Affiliates which you have directly referred to us will be counted as your Sub-Affiliates. You shall not earn any revenue from new Affiliates which are referred to the Website by your Sub-Affiliates.
REPORTS & PAYMENTS
1. Reports. We will track and report Player activity for purposes of calculating your Affiliate Commissions. The form, content and frequency of the reports may vary from time to time at our sole discretion. At a minimum, you will receive a monthly report with your Affiliate Commission indicating the total amount of Monthly Revenue collected from Players that month per Tracker. As we deem appropriate, and at our sole discretion, we may distribute reports more frequently than monthly.
2. Affiliate Commissions. In order for you to receive commissions for Player(s) who sign up in connection with your Affiliate Account, each Player’s Account balance must reach a minimum of $25 within 60 days after their sign-up. Players may reach that threshold, for example, by depositing money, receiving a player-to-player transfer, or winning money in a freeroll or ring game. Any Player who does not meet the deposit threshold within the 60 day time period described above will not be tracked to your Affiliate Account. Depending on which Payment Plan you selected (Revenue Percentage Plan versus CPA Plan), you will be paid in accordance with the amounts and/or percentages on the Affiliate registration form (as confirmed to you by E-mail). Notwithstanding the foregoing, we may elect to not accept your requested Payment Plan and we shall notify you of such decision within seven (7) days of your application to join the Affiliate Program.
3. Time and Minimum Amount of Payment. Affiliate Commissions will be paid and sent out to you within fifteen (15) days of the close of each calendar month, except that, if the total amount due is less than USD$50, the balance will be carried over and added to the next month's Affiliate Commissions until the total amount is more than USD$50. In the event, the balance amount carried over does not total USD$50 within a consecutive three (3) month period, then the amount due will be voided and cancelled, and we may terminate this Agreement.
4. Holdover for Fraud Traffic. In the event of any activity deemed suspicious by us, in your Account or in multiple Accounts, then we may delay payment of the Affiliate Commissions to you for up to one hundred and eighty (180) days to verify the relevant transactions. In the event that we determine the activity to constitute Fraud Traffic, we shall be entitled to terminate this Agreement and to recalculate or withhold your Affiliate Commissions accordingly and in our sole discretion.
5. Method of Payment. All payments will be due and payable in United States Dollars only. Payment will be credited to your Affiliate Account. At our sole discretion, and as we deem appropriate, we may accommodate other methods of payment. Any charges incurred for other methods of payment will be covered by you and deducted from your Affiliate Commission.
6. Player Tracking. You understand and agree that potential Players must link through a Tracking Code or enter a Referral Code when they sign up in order for you to receive Affiliate Commissions in relation to such potential Players. In no event are we liable for your failure to use the right Trackers, for potential Players' failure to properly enter Referral Codes, or for system malfunctions that cause Trackers, Referral Codes or hyperlinks to be deleted, corrupted or unusable.
7. Disputes. Deposit of payment, acceptance of payment transfer or acceptance of other payment by you will be deemed full and final settlement of Affiliate Commissions 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 in writing and 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.
8. Player Verification. Affiliate Commissions in relation to new Players will be dispatched only following our verification and investigations concerning all new Players.
9. Negative Revenue. In the event that the Revenue quotient is a negative amount during any given period(s), such negative amount shall be carried forward and deducted from the Revenue amount of the relevant subsequent period of time. In the event that the Revenue quotient is a negative amount for three (3) consecutive calendar months, we shall be entitled to terminate this Agreement.
10. Sub-Affiliate Accruals. Subject to Section 9 herein, you will receive, in accordance with your chosen Payment Plan, your Affiliate Commission on the Affiliate accruals due and payable to your Sub-Affiliate(s) for Real Money Players whom they refer to the Website and who register with us.
TERM AND TERMINATION
1. Termination By You. You may terminate this Agreement, with or without cause, immediately upon written notice to us. In addition, you may cease marketing the Website any time you want.
2. 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, upon the occurrence of any of the following events:
  1. You materially breach this Agreement;
  2. The total cumulative balance of Affiliate Commissions due to you is less than USD$50 for three (3) consecutive months;
  3. We determine, in our reasonable discretion, that you issued a Press Release in violation of Section 5.11 herein.
  4. We determine, in our reasonable discretion, that you knowingly benefited from Fraud Traffic as set forth in Section 2.12 herein;
  5. We determine, in our reasonable discretion, that you knowingly participated in Fraud Traffic, as set forth in Section 2.12 herein.
  6. The total number of new Players introduced by you in a sixty-day period is less than one;
  7. We determine that you have used Spam, Adware, or Spyware or have engaged in an unauthorized marketing technique as set forth in Section 5.2 herein.
3. Effect of Termination. The following will apply upon the effective date of termination:
  1. You will cease all promotional activity related to us and all rights and licenses given to you under this Agreement will terminate immediately, except as expressly stated herein;
  2. You shall render permanently inoperative any URLs which were used or maintained by you where such URLs contain any combination of the words full, tilt, and poker.
  3. You will return all confidential information related to us and cease use of any of our trade names, trademarks, service marks, logos, Banner Ads, Text Links and other materials related to the Website or designations of FullTiltPoker.com;
  4. 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;
  5. We will continue to pay you Affiliate Commissions for all existing Players who signed up through the effective date of termination and on any Revenue generated by these Players for as long as they continue to play in accordance with this Agreement and any other agreements to which they have agreed. Such continuation of payment does not constitute a waiver of termination by us or a renewal of this Agreement. However, if this Agreement is terminated due to your willful breach of the terms and conditions herein, then you will forfeit all Affiliate Commissions that you have earned and not be entitled to any Affiliate Commissions after termination. If we suspect Fraud Traffic, we may withhold payment of Affiliate Commissions 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;
  6. In the event that we determine, in our reasonable discretion, that you knowingly participated in Fraud Traffic, as set forth in Section 2.12 herein, you will forfeit all Affiliate Commissions that you have earned and we reserve the right to terminate this Agreement.
LIABILITIES
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 A 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(S), AND SOFTWARE OR HARDWARE.
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 comply with applicable laws or regulations, or 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.
3. Release. The parties hereto will be released from all obligations and liabilities to each other occurring or arising after the date of termination of the Agreement, except with respect to those obligations that by their nature are designed to survive termination, as set forth in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination.
4. Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the directors, officers, employees or shareholders of FullTiltPoker.com. 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).
5. 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, including reasonable attorneys’ fees, arising from or connected to your breach of this Agreement or the performance of your duties under this Agreement.
INDEPENDENT INVESTIGATION
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 THE WEBSITE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
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 THE AFFILIATE PROGRAM WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.
MISCELLANEOUS
1. Notices. All notices pertaining to this Agreement will be given by email as follows: to us at affiliates@fulltiltpoker.com and to you at the address you provided on the Affiliate Registration Form (or as subsequently updated by you to us in the event of change).
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.
3. United States Mail. We do not condone or promote any gambling conducted via the United States Postal Service.
4. Non-Exclusive. You understand 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. You understand that we may re-direct traffic and users from the Website to any other web page that we deem appropriate in our sole discretion, without any additional compensation to you.
5. Confidentiality and Non-Disclosure. As a promoter of the Website, you will receive confidential information from us regarding the Website, our marketing plans and 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, including but not limited to any Player, Affiliate, or Sub-Affiliate, without our express written consent. Your obligations regarding confidential information and trade secrets shall survive the termination of this Agreement.
6. Conflict of Interest. While you are our Affiliate, you may not maintain any relationship with a provider of online gaming services which conflicts with your obligations to us under this Agreement. In the event that you violate this provision, you will forfeit all Affiliate Commissions that you have earned and we reserve the right to terminate this Agreement.
7. Assignment. This Agreement and the rights and obligations hereunder may not be assigned by you without our express written consent.
8. 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 Aruba and the Dutch West Indies.
9. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach of this Agreement, will 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 you and us, or if we/you cannot agree on an arbitrator, then one will be appointed by a court of competent jurisdiction. The losing party will pay all the expenses of the arbitration, including attorney's fees.
10. 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.
11. 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.
12. Headings. The headings used in connection with the provisions of this Agreement are for convenience and reference only. Such headings shall not limit or affect the scope or application of the provisions of this Agreement.
13. Modification. We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) E-mailing 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 familiar 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. No additions, deletions, modifications or interlineations of this Agreement are permitted or will be recognized by us. None of our employees, officers or agents has the authority orally to modify or waive any provision of this Agreement.
14. 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 Affiliate Sign Up Form.

[Kolyma Corporation A.V.V.]

[Filco, Ltd., an Alderney Limited Company] [UK]