join our Amco Poker affiliate program
This agreement (the "Agreement") is entered into by and between
AmcoPoker.com (hereinafter referred to as "Company") and the
Affiliate.
A. Company is in the business of operating on-line gaming websites.
B. Affiliate desires to obtain from Company and Company agrees to grant
Affiliate the non-exclusive right and license to advertise, market and promote
the Service, in accordance with the following terms and conditions.
1 Grant of Promotion and Distribution License
1.1 Company grants to Affiliate the non-exclusive, non-transferable right and
license to distribute to Affiliate customers, in accordance with the terms and
conditions herein, the specialized casino and gaming "Software" (the
"Software") which enables access to the Service. Affiliate shall not
under any circumstances reverse engineer, disassemble, recompile, or otherwise
attempt to render source code from the "Software", or to reproduce
or distribute the "Software" in source code format. Affiliate
acknowledges and agrees that the "Software" is the proprietary
property of Company and that it embodies substantial creative rights,
confidential and proprietary information, copyrights, trademarks and trade
secrets, all of which shall remain the exclusive property of Company and/or
its licensors. Affiliate agrees to include such proprietary rights notices,
markings or legends on any advertisements or promotional materials for the
"Software" as Company shall reasonably specify from time to time.
1.2 No payment will be made to Affiliate for customers who utilize Company's
play-for-fun services.
2 Obligations of Company
2.1 Company will provide access to; (a) casino style games and sportsbook
wagering (b) merchant accounts, (c) credit card authorization, (d) billing
fraud control, (e) player deposits, (f) commission earnings and reports, all
in accordance with standard practices and procedures. The choice of content
for the Service, and the choice of persons retained to deliver the Services,
shall be determined by Company in its sole discretion.
2.2 Company shall retain the right to provide the Service in whatever format
Company deems appropriate.
2.3 Company shall retain the right to cancel any part of the Service at any
time, without notice to Affiliate, in whatever manner Company deems
appropriate.
2.4 Notwithstanding anything in this Agreement, Company shall not be held
responsible or liable for any loss of income or loss of ability to produce
income, on the part of the Affiliate, arising from any inability of Company to
deliver the Services contemplated in this Agreement for any reason whatsoever,
whether Company is at fault or whether a third party is at fault.
3 Obligations of Affiliate
3.1 Affiliate shall use best commercially reasonable efforts to actively and
effectively advertise, market and promote the Service as widely and
aggressively as possible so as to maximize the financial benefit to Affiliate
and to Company. Affiliate shall only engage in advertising, marketing and
promotional efforts which do not violate any law and which reflect positively
upon the business reputation of Company and its operations. In particular,
Affiliate agrees to market the product in a manner that is consistent with the
content and style of the Service. In connection therewith, Company shall have
the right to review and refuse the manner and methods of advertising,
marketing and promotion used by Affiliate in connection with the Service.
3.2 Notwithstanding any approval and/or refusal by Company given in
accordance with section 3.1 of this Agreement, Company shall under no
circumstances be held liable for, and Affiliate shall indemnify, defend and
hold Company harmless against, any and all claims asserted against Company by
reason of Affiliate's marketing and promotional efforts undertaken
hereunder.
3.3 Affiliate shall bear all costs and expenses incurred in connection with
the advertising, marketing and promotion of the Service.
4 Compensation
4.1 As used herein, "Affiliate Percentage" shall mean the
percentage paid to Affiliate of the actual net revenue received from a user
(the "Customer") generated by the Affiliate, for approved use of the
Service. The actual Affiliate Percentage shall be a percentage of the Net
Winnings which is agreed between the parties. Unless otherwise specifically
agreed between the parties, the percentage shall be 30% of
Net Winnings up to $10,000 US per month and 35% for
all Net Winnings exceeding $10,000 per month.
"Net Winnings" shall mean the total amount wagered in the casino and
sportsbook, less the total amount paid out as winnings and withdrawals, less
current monies held on behalf of players, and less the amount for all merchant
banking and transaction fees.
4.2 Company shall pay Affiliate monthly, in accordance with this contract for
the preceding calendar month. Payment for the preceding month shall be made
prior to the 10th day of each month. Monthly commissions totaling less than
$100 will be held over until the next month, or such month when commissions
total $100 or more. Additionally, statements may be adjusted by Company from
time-to-time to reflect overpayments, consumer chargebacks and/or, credits or
underpayments by Company.
5 Term and Termination
5.1 This Agreement shall commence and be deemed effective on the date when
accepted by an authorized representative of the Affiliate (the "Effective
Date"). This Agreement shall be deemed to be accepted by the Affiliate
once the Affiliate has completed all details required on the Sign-Up page, and
has hit the submit button to request Affiliate status from the Company.
This Agreement is in effect for a period of one (1) year
(the "Term") with additional one (1) year extensions at Affiliate's
option. If Affiliate elects to exercise this option, the option as exercised
must be addressed to Company in writing, no later than forty five (45) days
prior to the expiration of the Term. Company shall have the right to terminate
this contract at any time, and for whatever reason. In this event, Affiliate
shall be paid all commissions due, and earned for a period of six months after
date of termination, except in the event of termination due to cheating or
unethical marketing practices, whereupon Affiliate's account shall immediately
be frozen and no further payments made.
5.2 Upon termination of this Agreement, Affiliate shall immediately return to
Company any and all Company materials which Company has a proprietary right in
that are in Affiliate's possession and/or in the possession of Affiliate's
agents, servants and employees.
5.3 Customers using Company's services and all information relating to these
customers shall remain the property of Company at all times during the
operation of this contract and after termination.
6 Exclusivity, Non-Competition and Ownership of Service Name
6.1 Affiliate agrees, understands and acknowledges that Company may enter
into Agreements of this type with third parties to promote the Service or a
similar version thereof.
6.2 Affiliate has not paid consideration for the use of Company's or Company
licensors' trademarks, logos, copyrights, trade names, the Service names
referred to in Recital B, or designations, and nothing contained in this
agreement shall give Affiliate any right, title or interest in or to any of
them. Affiliate acknowledges that Company and Company casinos own and retain
all copyrights and other proprietary rights in all of the foregoing, as well
as any Software supplied by Company. Affiliate shall not at any time during or
after this agreement, assert or claim any interest in or to, or do anything
which may adversely affect the validity or enforceability of, any trademark,
trade name, copyright, service mark or logo belonging or licensed to Company
or any of its casinos (including any act or assistance to any act which may
infringe or lead to the infringement of any copyright in the
"Software"). Without limiting the generality of the foregoing,
Affiliate shall not attempt to register, or assist any third party in
attempting to register any trademark, trade name or other proprietary right
with any governmental agency, federal, provincial, local or otherwise, or with
any other entity or authority, without the express, unequivocal and
unambiguous prior written consent of Company.
6.3 The parties agree that the financial terms and conditions of this
Agreement are to remain strictly confidential, and that neither party will
disclose such financial terms and conditions to any third party without the
prior written consent of the other party. This section shall not apply to
disclosures which are required by law (such as Company reporting
requirements), by order of a court with competent jurisdiction, or to each
party's respective attorneys, accountants, and business advisors under a
similar duty of confidentiality.
7 Representations, Warranties and Indemnity
7.1 Affiliate warrants, represents and covenants to Company that:
(a) Affiliate has the full legal right, power and authority to enter into and
perform this Agreement, and to grant to Company the rights set forth in this
Agreement; and (b) Affiliate will obtain all necessary rights, licenses,
permissions, business permits, and will comply with all applicable laws, rules
and regulations in this connection in offering the Service to end-users.
7.2 Affiliate agrees to indemnify and hold Company harmless, and further
agrees to defend Company through the service of an attorney chosen and
approved by Company, from and against any and all claims, liabilities, causes
of action, damages, judgments, costs and expenses (including reasonable
attorney's fees) arising out of or in any way connected with any breach or
alleged breach by Affiliate of any representation, warranty or agreement
contained in this section, or elsewhere in this Agreement.
7.3 In no event shall Company be liable to the Affiliate, Affiliate's
customers or any other third party claim for any indirect, special, or
consequential damages, including lost profits, whether based upon a claim or
action of contract, warranty, negligence, or other tort or breach of any
statutory duty, indemnity or contribution, or otherwise arising out of this
agreement, or the use and promotion of the Service, and/or any other act or
omission relating to the Service in any connection to the sale or promotion of
the Service, even if, in any such case, Company has been advised of the
possibility of such damages.
8 No Representation or Guarantee Regarding Profits or Income.
Affiliate agrees, understands and acknowledges that Company, it's parent
company, it's sub entities, it's agents, it's officers, it's directors, it's
shareholders, and/or accountants have made no representation of any nature
whatsoever to Affiliate and/or "Affiliate's agents, servants and/or
employees regarding profits, income, or money which Affiliate may obtain or
generate from the Service and/or from entering into this "Agreement"
and/or from marketing and/or promoting any version of this Service, and/or
form any other matter relating to this "Agreement" and/or to the
subject matter of this "Agreement". Any expression by Company in
this regard is an expression of opinion only and Affiliate agrees understands
and acknowledges that they have not been induced to, and/or persuaded thereby
to, enter into this "Agreement" and that Affiliate has entered in to
the Agreement of their own free will and choice, without any force or duress,
and only after thorough, complete, full, and thoughtful investigation and
after obtaining independent advice and counsel from their accountant, their
attorney, and their financial advisors.
9 Assignment
This Agreement and rights and duties hereunder may not be assigned or
transferred, either in whole or in any part by Affiliate without the express
prior written consent of Company, which consent shall not be unreasonably
withheld.
10 Binding Effect
This Agreement and the provisions hereof shall be binding upon and inure to
the benefit of the subsidiaries, affiliates, officers, directors, employees,
agents, families, heirs, beneficiaries, executors, administrators, personal
representatives, successors-in-interest and assigns of the respective parties
hereto, and any entity which acquires either of the respective parties
hereto.
11 Severability
If it is determined by a court of competent jurisdiction that any provision
contained in this Agreement is illegal or unenforceable, such determination
shall solely affect such illegal or unenforceable provision and shall not
affect the validity or enforceability of the remaining provisions of this
Agreement.
12 Relationship of the Parties
This Agreement does not create a partnership or joint venture between the
parties hereto and neither party shall have the power or authority to obligate
or bind the other in any manner whatsoever.
13 Entire Agreement
This Agreement supersedes all prior negotiations, understandings and
agreements between the parties hereto concerning the subject matter hereof.
This Agreement may not be changed nor modified, nor may any provision hereof
be waived, except in writing signed by the parties hereto.
14 Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of Curacao.
15 Survival of Rights
Notwithstanding anything to the contrary contained in this Agreement, any
obligations which remain in force after expiration of this Agreement shall
remain in full force and effect until discharged by performance and such
rights as pertain thereto shall remain in full force and effect until their
expiration.
16 Headings
The headings used in connection with the paragraphs and subparagraphs of this
Agreement are inserted only for purposes of reference. Such headings shall be
not deemed to govern, limit, modify or in any other manner affect the scope,
meaning or intent of the provisions of this Agreement, nor shall such headings
otherwise be given any legal effect.
17 Tracking
Individual end user computer configurations may affect desired results in a
non-conforming manner contrary to anticipated Affiliate system usage. In the
event of such situations, beyond normal system parameters, Company and its
affiliates cannot be held responsible.
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