Standard Affiliate Agreement

IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS AND CONDITIONS OR IF YOU HAVE ANY GENERAL INQUIRIES PLEASE CONTACT US AT affiliates@superpokeraffiliates.com

This Standard Affiliate Agreement, your completed Affiliate Sign Up Form and any other guidelines or additional terms we provide to you via email or our site (together the "Agreement") contain the complete terms and conditions that apply to your participation in the SuperPokerAffiliates.com online site affiliate network ("Affiliate Network"). In the event there is a conflict between this Agreement and any other additional terms this Agreement shall take precedence unless such additional terms expressly reference variation to this Agreement.

Currently the sites offered within the Affiliate Network are:

• Superpokeraffiliates.com (the "Website")
• Calculatem.com
• Calculatempro.com
• Holdemgenius.com
• Sitandgoshark.com
• Pokerusher.com
• Pokercrusher.com
• Coachrounder.com
• (the "Sites")

Where used in this Agreement, references to:

(i) "you", "your" and/or "Affiliate" mean the individual or entity that applied as the "Beneficiary" for payment purposes on our sign-up form as submitted at any of the Sites ("Affiliate Sign-up Form")

(ii) "we", "our", "us" means Turtle Creek N.V., a company registered in the Netherlands Antilles with company number 99613 and whose office is located at E-Commercepark Building, Unit A04.1 Hoek Heelsumstraat/ Hugenholzweg z/n Curacao, Netherlands Antilles.

1. GENERAL

1.1 This Agreement shall govern our relationship with you in relation to the Affiliate Network for the Sites and modifies, replaces and supersedes any previous version of the Standard Affiliate Agreement or other agreement relating to our relationship with you in relation to the Affiliate Network for the Sites.

1.2 When you indicate your acceptance of these terms and conditions on the Affiliate Sign-up Form, you agree to be bound by all the terms and conditions set out in this Agreement (as amended or modified from time to time in accordance with Section 1.3 below).

1.3 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. Except in the case of modifications relating to fraud prevention or where there is a mistake in the Agreement, which shall be effective on the date of posting or the sending of such notice (whichever is the earlier), all modifications to the Agreement will only take effect 14 days after the date of posting or sending of any such notice (whichever is the earlier). It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE NETWORK FOLLOWING SUCH 14 DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.

1.4 You acknowledge and agree that regulations 9(1) and 9(2) (Information to be provided by electronic means) and 11(1) (placing of the order) of the Electronic Commerce Directive 00/31/EC shall not apply to or have any effect on this Agreement.

2. DEFINITIONS AND INTERPRETATION

In this Agreement, the following words shall have the meanings set out below:

2.1 "Affiliate Area" means the area of the Website that is accessible to you (you may need to access some parts of this area by logging on with the security code assigned to you and the associated password) and that provides certain "members only" functionality that may change from time to time, including facilities to check relevant statistics, register Sub-Affiliates, update your profile, create additional tracker IDs and bonus codes, select banners, text links or other creative materials such as flash files, images, text, emails, etc.

2.2 "Affiliate Fee(s)" is the amount due and payable to you, as calculated based solely on our system's data generated by our Trackers and in accordance with the Payment Plan and the terms of this Agreement and the number of Qualified Players (defined in section 2.16) you introduce to our Sites.

2.3 "Affiliated Poker Room" means any online poker room we are affiliated with which accepts Players to become Qualified Players in connection with the Get-It-Free Plan for our Software and which currently includes the following list of poker rooms.

2.4 "Banners" and "Text Links" means the graphical artwork or text that includes tracker IDs and bonus codes that are made available by us in the Affiliate Area and that you may use to connect players to our Services, as defined below, from your website (or other electronic method) or using other marketing materials.

2.5 "Chargeback" means any reversal of sums made in accordance with the scheme for the credit card or other payment method utilized for sums deposited by a Player, as defined below, into our account or an account of an Affiliated Poker Room.

2.6 "Fraud Traffic" means deposits, revenues or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including without limitation deposits generated on stolen credit cards, manipulation of the service or system provided by us or our products, abuse of promotions provided by us, creation of false accounts for the purpose of generating Affiliate Fees, and unauthorized use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights including without limitation our Intellectual Property Rights (as defined below in section 2.8) and any activity that constitutes Fraud Traffic under 3.7 or 3.9 below.

2.7 "Group" means our ultimate parent company and any subsidiary companies of our ultimate parent company.

2.8 "Intellectual Property Rights" means rights to all existing and future patents, trademarks, design rights, service marks, trade or business names, domain names, registered designs, copyright (including rights in computer software), moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration), know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.

2.9 "Marketing Materials" means Banners, Text Links or other creative materials such as flash files, images, text, emails and any other marketing materials that may include Our Marks as further set out in section 2.11 below, that have been provided or otherwise made available to you by us in approved form.

2.10 "Minimum Required Deposit" means the minimum amount a Player you send us must deposit with an Affiliated Poker Room as set in the schedule set out here, in order to receive a free license to our Software, pursuant to the Get-It-Free Plan option and in order for the Player to become a Qualified Player.  "Our Software" means our online poker software tools that affiliates can promote such as "Calculatem", "Calculatem Pro", "Holdem Genius", "Sit And Go Shark", "Poker Crusher"

2.11 "Our Marks" means the words "Super Poker Affiliates", "Calculatem", "Calculatem Pro", "Holdem Genius", "Sit And Go Shark", "Poker Crusher", and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks or any other name or mark owned from time to time by us or any company within the Group.

2.12 "Parent Affiliate" means an Affiliate that has introduced us to a sub-affiliate which has become a sub-affiliate pursuant to the terms and conditions of this Agreement.

2.13 "Parent Affiliate Fee(s)" is the amount due and payable to a Parent Affiliate, as calculated based solely on our system's data generated by our Trackers and the terms of this Agreement and the number of Qualified Players (defined in section 2.16) your Sub-Affiliate introduces to our Sites.

2.14"Payment Plan" means the payment plan under which we pay you either:

(i)                 The Buy-It-Now Plan

(ii)               The Get-It-Free Plan

(iii)             Any other plan notified or agreed by us in writing from time to time.

"Buy-It-Now-Plan" means a payment plan pursuant to which you get paid based on the number of Players (i) you introduce to our Sites via your Tracker(s) and (ii) who become a Qualified Player (as defined in 2.16(b)) by purchasing the Software.

"Get-It-Free-Plan" means a payment plan pursuant to which you get paid based on the number of Players (i) you introduce to our Sites via your Tracker(s), (ii) who become a Qualified Player (as defined in 2.16 (a)) and (iii) who subsequently get the Software for free.

2.15 "Player(s)" means any person using any products or services on our Sites whether attached to your Tracker or not;

2.16 "Qualified Player(s)" means:

(a) Any person you introduce to us pursuant to the Get-It-Free Plan, who is attached to your Tracker (or if applicable, your Sub-Affiliate's Tracker) who attempts to join an Affiliated Poker Room and who:

(i) has not before been a Player with that Affiliated Poker Room;
(ii) is not located in a Restricted Territory;
(iii) has made the Minimum Required Deposit by the Affiliated Poker Room and fulfilled any minimum point or hand requirement as set out in the schedule here;
(iv) is accepted as a Player under any applicable sign up or identity verification procedure which may be required of the Player by the Affiliated Poker Room; and
(v) has adequately fulfilled any other qualification criteria that may be introduced from time to time by the Affiliated Poker Room and has not had his account with the Affiliated Poker Room connected to Fraud Traffic or Chargebacks.

(b) Any person you introduce to us pursuant to the Buy-It-Now Plan, who is attached to your Tracker (or if applicable, your Sub-Affiliate's Tracker) who:

(i) Purchases the Software; and
(ii) Whose purchase of the Software is not made in connection with Fraud Traffic, is not subject to a refund or a Chargeback or whose purchase has not been refunded or been processed as a Chargeback.

Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the above-mentioned qualifying criteria at any time by virtue of placing notice on the Site.

2.17 "Restricted Territories" means any city, province, state, country, administrative zone or region, jurisdiction or other geographical area whose laws prohibit the use of the Services.

2.18 "Services" means any product or service offered to Players on our Sites.

2.19 A "Sign-up Bonus Code" is a unique alphanumeric code that we may make available to you to provide to prospective Players. When entered, the system may automatically log the Sign-up Bonus Code and record you as the Affiliate in relation to the relevant Player.

2.20 "Sites" means, in addition to the Sites belonging to our Affiliate Network described above, the websites and any other online site or platform that are owned, operated or controlled by or on behalf of us or the Group from time to time and each of its related pages through which a Player accesses our Services.

2.21 "Spam" means any email or other electronic communication you send that markets, promotes or that otherwise refers to us, the Sites or our Services from time to time, or that contains any Marketing Materials, Our Marks or Trackers and that breaches our Electronic Marketing Rules which are located here.

2.22 "Sub-Affiliate" means a person that you have referred to (and that has successfully joined) our Affiliate Network in accordance with the terms of this Agreement.

2.23 "Term" means the period from the date that you acknowledge and accept the terms of this Agreement by indicating such acceptance on the Affiliate Sign-up Form, until such time as this Agreement expires or is terminated in accordance with its terms.

2.24 "Tracker(s)" means the unique Cookie (which will expire after 90 days), Tracking URL or Sign-up Bonus Codes that we provide exclusively to you, through which we track Players' and Qualified Players' activities and calculate Affiliate Fees.

2.25 "Tracking URL" means a unique hyperlink or other linking tool for referencing our Sites or Services through which you refer potential Qualified Players. When the relevant Player becomes a Qualified Player, our system automatically logs the Tracking URL and records you as the Affiliate.

2.26 "Website(s)" means the SuperPokerAffiliates affiliate website located at the URL http://www.SuperPokerAffiliates.com and at any URL with which we replace such URL from time to time (and such other web addresses including RSS feeds that are owned, operated or controlled by or on behalf of us from time to time and that make available such website) and each of its related pages.

2.27 In this Agreement (except where the context otherwise requires):

1. The clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
2. Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
3. Any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

2.28 This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.

3. TERMS & CONDITIONS

3.1 Identity and Disclosure. You shall provide true and complete information to us when completing the Affiliate Sign-up Form and promptly update such information if all or any part of it changes. You shall also provide us with such other information as we may reasonably request from time to time.  You must be at least 18 years of age (or such higher age as may apply in the jurisdiction that applies to you) to be eligible to become an Affiliate.

3.2 Marketing Activities and Responsibilities. You shall market to and refer potential Qualified Players to the Sites. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not yourself, nor shall you authorize, assist or encourage any third party to:

3.2.1 Place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is potentially libelous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or that is, in our sole discretion otherwise unsuitable.

3.2.2 Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing of us, the Sites and/or the Website to any persons who are less than 18 years of age (or such higher age as may apply in the jurisdiction that you are targeting), regardless of the age of majority in the location where you are marketing.

3.2.3 Breach the Electronic Marketing Rules found here here.

3.2.4 Use Marketing Materials in a manner that may potentially confuse or mislead a Player or potential Player.

3.2.5 Place Marketing Materials on any online site or other medium where the content and/or material on such online site or medium:

1. Infringes any third party's Intellectual Property Rights
2. Copies or resembles any of the Sites in whole or in part
3. Disparages us or otherwise damages our goodwill or reputation in any way
4. Frames any page of any of the Sites in whole or in part

3.2.6 Read, intercept, modify record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any other person.

3.2.7 In any way alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof.

3.2.8 Register as a Player on behalf of any third party, or authorize or assist (save by promoting the Site and Services in accordance with this Agreement) any other person to register as a Player.

3.2.10 Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the Sites or the Service on which any functions or transactions are occurring.

3.2.11 Post, serve or publish any advertisements, communications or promotional content promoting any of the Sites, our Services or Our Marks around or in conjunction with the display of any of the Sites and/or any part or page thereof (for example and without limitation through any "framing" technique or technology or pop-up windows or pop-under windows or interstitials);

3.2.12 Cause any of the Sites (or any parts or pages thereof) to open in a visitor's browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on Banners or Text Links contained in or as part of any Marketing Materials;

3.2.13 Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in our Affiliate Network;

3.2.14 Use any means to promote any sites that resemble in any way the look and/or feel of any of the Sites whether in whole or in part, nor utilize any such means or site to create the impression that such sites are the Sites (or any part of the Sites);

3.2.15 Violate the terms of use and any applicable policies of any search engines;

3.2.16 Attempt to communicate to Players whether directly or indirectly on our Sites to solicit them to move to any online site not owned by us or for other purposes without our prior approval; or

3.2.17 Attempt to market or promote our Services (or any specified part thereof) or Sites (or specific Site) within territories which are Restricted Territories.

If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Fees and/or terminate this Agreement immediately on notice to you.

3.3 Approved Marketing Materials. In providing the marketing activities referred to in Section 3.2, you shall only use the Marketing Materials. You shall not modify the Marketing Materials or Our Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Sites or otherwise from time to time and any applicable laws. You shall only use the latest version of the Marketing Materials we provide to you. 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 fulfilling your obligations under this Agreement.

3.4 Competitive Marketing. You shall not market the Site and/or us or our Services or Our Marks in any way whatsoever, unless such activities are approved in writing by us, in any other manner that results in you competing with us in relation to the promotion of any of the Sites or otherwise where we request that you cease the same.

3.5 Non Assignment. Without prejudice to Section 8.6, you acknowledge and agree that Trackers are for your sole use and you shall not assign or sub-license (as appropriate) the Tracker IDs, Bonus Codes nor any Affiliate Fees to any third party without our prior written consent.

3.6 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 in respect of the activities of such Sub-Affiliate in accordance with the Parent Affiliate Fees owing to you in accordance with the following schedule. You will only receive credit for Sub-Affiliates that comply with all applicable terms of this Agreement. You will only receive Parent Affiliate Fees in connection with Players the Sub-Affiliate send us that become Qualified Players. Any person registered as an Affiliate cannot subsequently be reclassified as a Sub-Affiliate. You shall not:

1. Register yourself or any person controlled by you as your own Sub-Affiliate
2. Use fictitious or alias names for the registration of Sub-Affiliates
3. Offer any type of enticement of money or otherwise of monetary value or otherwise to potential Sub-Affiliates unless such enticements are approved in writing by us
4. Attempt to introduce any addition or variation to our terms in relation to any potential Sub-Affiliate
5. Receive Payment on behalf of your Sub-Affiliate(s) and for the avoidance of doubt, the payment and contractual relationship in regard to the Affiliate Network shall remain between the Sub-Affiliate and us.

3.7 Commercial Use Only. This marketing opportunity is for commercial use only. You shall not register to become a Qualified Player (directly or indirectly) through your Tracker(s) (or any Sub-Affiliate's tracker(s)) for your own personal use and/or the use of your relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the Affiliate Fees payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.

3.8 Player Information. We reserve the right to refuse service to any potential Player, at any time, in our sole discretion. All data relating to the Players shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions.

3.9 Trademarks and Domain Names. You acknowledge that Turtle Creek N.V. and/or its affiliates within the Group and licensees, own all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Site and Our Marks. Any use of any trade mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, YOU MAY NOT REGISTER A DOMAIN NAME THAT INCLUDES OUR MARKS OR MARKS CONFUSINGLY SIMILAR TO OUR MARKS. You agree that all use by you of Our Marks including any use of a domain name that includes Our Marks or marks confusingly similar to 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 shall not register or attempt to register any trade marks or names that contain, are confusingly similar to or are comprised of Our Marks. You hereby agree to transfer any domain names or trade mark application or registrations in respect of Our Marks or marks confusingly similar to Our Marks you may hold or control to us upon demand. You further agree not to attack or challenge our ownership of and title to Our Marks in any way.

3.10 No Group Employees. If you are an officer, director, employee, consultant or agent of the Group or one of its subsidiary, parent or associated companies, or suppliers or vendors, you are not permitted to participate in the Affiliate Network or to use directly or indirectly any of the Sites, other than in the course of your employment as a Group employee. Similarly, relative's of Group employees are not permitted to participate in the Affiliate Network or to use directly or indirectly any of the Sites. For these purposes, the term relative shall include any of a spouse, partner, parent, child or sibling.

3.11 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.

3.12 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 Sites, this Agreement, or the Affiliate Network without our prior written consent.  In the event that you violate this provision, we reserve the right to terminate this Agreement and withhold any Affiliate Fees due to you."

4. REPORTS & PAYMENTS

4.1 Reports. We will track and report Player activity for purposes of calculating your Affiliate Fees or your Parent Affiliate Fees (collectively referred to herein as the "Fees") based on the Payment Plan. We will offer the reports only on a best efforts basis and only once per week. The form, content and frequency of the reports may vary from time to time in our sole discretion. We do not warrant information submitted in weekly reports as being true or accurate and hereby exclude any and all liability for the accuracy or completeness of any such reports. Final monthly reports with your payment indicating the number of new Qualified Players that signed up that month per Tracker and/or the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement will be made available to you in the Affiliate Area.

4.2 Affiliate Fees.  If the Qualified Player falls under the Buy-It-Now-Plan we will pay you commissions in accordance with this _Schedule_.  If the Qualified Player falls under the Get-It-Free-Plan, we will pay you commissions in accordance with this _Schedule.

1. The "Buy-It-Now Plan" applies when you send us a Player who buys a license to our Software from any of our Sites. Pursuant to the terms and conditions of this Agreement we will pay you commissions set out in the following Schedule for every Qualified Player (as defined in Section 2.16) you introduce to us who falls under the Buy-It-Now Plan.
2. "Get-It-Free Plan" applies when you send us a Player who downloads our Software from any of our Sites in connection with opening an account with an Affiliated Poker Room and satisfies other conditions of that Affiliated Poker Room. Pursuant to the terms and conditions of this Agreement we will pay you commissions set out in the following Schedule for every Qualified Player you introduce to us who falls under the Get-It-Free Plan and who makes the required deposit and/or satisfies particular point requirements of our Affiliated Poker Rooms as set out here.

The Payment Plan and corresponding commissions will apply to all Sites within the Affiliate Network.

You are entitled to receive Affiliate Fees calculated according to either of the two options in the Payment Plan that is allocated to your Trackers during the term of this Agreement and while the applicable Tracker is operational. You will only be entitled to Affiliate Fees for Qualified Players you introduce to us.

Subject to Section 4.4 below, Affiliate Fees will be paid to you on a calendar month basis in accordance with the Payment Plan after you have completed the registration process and/or where we have activated additional Trackers. We may elect to convert any Payment Plan to any other payment plan that we may operate from time to time, at any time, on notice to you.

4.3 Parent Affiliate Fees. Subject to Section 3.6, you will receive, in accordance with the Parent Affiliate Fee Schedule and Section 4.4 below, your commission on the Affiliate Fees due and payable to your Sub-Affiliate(s) for Qualified Players they refer to our Sites.

4.4 Minimum Payment and Time of Payment. All Fees generated through the Payment Plan will be paid to you within fifteen (15) days of the close of each calendar month. We may impose reasonable restrictions on the frequency and amounts that can be paid to you for administrative convenience and/or to protect the security of our account. Further, if the amount due is negative in any particular month, then that negative amount will carry over and be deducted against the following month.

4.5 Holdover for Fraud Traffic. In the event that, in our sole discretion, we suspect any Fraud Traffic, then we may delay payment of the Fees to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. We are not obligated to pay Fees in respect of Qualified Players who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Fees in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Fees in respect of Fraud Traffic (as appropriate).

4.6 Chargeback's. If a Chargeback occurs in relation to a Qualified Player, we reserve the right to set-off the amount of the Chargeback associated with such Qualified Player and the associated fees against any Affiliate Fees due to you for the following month or months.

4.7 Player Tracking. You understand and agree that potential Qualified Players must link through using your Tracker ID or use your Sign-up Bonus Code in order for you to receive Affiliate Fees. In no event are we liable for your failure to use Trackers or for potential Qualified Player's failure to properly enter valid Sign-up Bonus Codes. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format.

4.8 Disputes. If you disagree with the monthly reports or amount payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received within thirty (30) days of our making available your monthly report 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 cheque, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Affiliate Fees due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Affiliate Fees, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.

4.9 Money Laundering. You shall comply with all applicable laws and any policy notified by us through our Site or otherwise in relation to money laundering and/or the proceeds of crime.

4.10 Taxation. All taxes due in connection with any payments to you are your sole liability. You are responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of your income from this agreement and for collecting and paying the income tax and social security contributions in respect of your staff, if you have any staff. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable, you are responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the services are provided and you acknowledge that the payments that you receive shall be deemed to include all VAT or sales tax or turnover tax.

5. TERM AND TERMINATION

5.1 Term and Termination. This Agreement will take effect when you indicate your acceptance of these terms and conditions on the Affiliate Sign-up Form and continue until terminated in accordance with the terms of this Agreement.

5.2 Termination By You. You may terminate this Agreement, with or without cause, immediately upon written notice to us by email marked "Termination Notice" to affiliates@superpokeraffiliates.com. For the avoidance of doubt, termination of the Agreement will end your participation in the Affiliate Network as a whole. You may not terminate any of the Sites in isolation as you may only terminate your relationship with the Affiliate Network. In the event that you elect to terminate this Agreement, you must accept payment of all monies we owe you within thirty (30) days of sending the above-mentioned email. If such monies have not been accepted by such time then they shall be deemed forfeited and shall revert to us.

5.3 Termination By Us. We may terminate this Agreement immediately or without terminating this Agreement as a whole, any specific Trackers, without cause at any time, upon written notice to you that we may send by email to such email address you have provided to us or by fax to such fax number you may have provided to us. In the event we terminate the Agreement as a whole, we shall be entitled to automatically render any Trackers inoperative. For the avoidance of doubt, on termination of this Agreement you will no longer receive any Affiliate Fees. If we terminate a specific Tracker, you will no longer receive any Fees through that Tracker as of the date of Termination; however, your remaining Trackers will not be affected.

5.4 Automatic Termination By Us If Your Trackers are Inactive. If all your Trackers are inactive, your Agreement and participation in the Affiliate Network may automatically terminate. In this Section, "Inactive" means where (i) you have not introduced us to sufficient Qualified Players to trigger a payment to you of Fees for one hundred and eighty (180) days or more; or (ii) you have failed to respond to any verification mails sent to you within a reasonable time. Where automatic termination occurs, any funds remaining owing to you will be paid out to you.

5.5 Effect of Termination. The following will apply where we terminate:

1.      You shall stop promoting the Sites and all rights and licenses given to you under this Agreement will terminate immediately.

2.      You shall return all confidential information and cease use of any of Our Marks and the Marketing Materials.

3.      We may leave open, redirect or deactivate any Trackers in our sole discretion without any obligation to pay you for Players who subsequently become Qualified Players.

4.      Provided that we have paid or do pay to you such sums as are due at the date of termination and that shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums.

5.      Any provisions of this Agreement that by their nature are intended to survive termination of this Agreement, shall survive termination and any provisions as are necessary for the interpretation or enforcement of this Agreement shall survive any termination or expiry of this Agreement.

6. LIABILITIES

6.1 No Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE NETWORK, OUR SITES, OUR WEBSITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITES, THE WEBSITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED.

6.2 Billing and Collection Limitations. We may, in our sole discretion, use any available means to block, restrict, remove or discount from your Tracker certain Players, or reject the applications of potential Qualified Players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.

6.3 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Site or Services other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event will we be liable for any direct, 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) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable to you in relation to the Sites that the dispute relates to over the previous 12 months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party's liability for damages or injury arising as a result of that party's negligence or fraud.

6.4 Indemnification. You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of this Agreement.

6.5 Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of this Agreement.

7. INDEPENDENT INVESTIGATION

7.1 Independent Investigation. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE SITE OR SERVICES.

7.2 Independent Research. YOU UNDERSTAND THAT GAMBLING LAWS MAY VARY FROM CITY TO CITY, STATE TO STATE AND COUNTRY TO COUNTRY. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS THAT APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR AFFILIATE NETWORK WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.

8. MISCELLANEOUS

8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Affiliate Sign-up Form (or as subsequently updated by you to us in the event of change), and to us at the following email address affiliates@superpokeraffiliates.com. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.

8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

8.3 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 in this Agreement and that such Affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from any of the Sites to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.

8.4 Confidentiality and Non Disclosure. As an Affiliate, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).

8.5 Press. You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Affiliate Network without our prior written consent.

8.6 Assignment. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

8.7 Governing Law. This Agreement (including any variation or modification thereto) shall be deemed executed in the Netherlands Antilles and shall be governed by and construed in accordance with the laws of the Netherlands Antilles without giving effect to conflicts of law principles. You irrevocably agree that, subject as provided below, the courts of the Netherlands Antilles shall have exclusive jurisdiction to determine any claim, dispute or matter arising out of, or in connection with, or concerning this Agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. Nothing in this clause shall limit the right of us to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

8.8 Severability. 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 other provision hereof.

8.9 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter save in respect of modification to this Agreement provided by us to you in accordance with Section 1.3 above. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this clause, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.

8.10 Third-Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from under that local law or statute.

8.11 No Waiver By Us. If there is a breach of any provision of this Agreement, it shall be considered as a waiver of any subsequent breach of the same or any other provision.

SuperPokerAffiliates.com Modified June 30, 2009