Cool Cat Poker Affiliate Program Agreement
Cool Cat Poker ("CoolCatPoker") is in the business of
producing, marketing and promoting online gaming services (the "Service"),
which are accessed on the Internet through the use of a personal
computer, modem and/or direct Internet access.
The Referral Company or person ("Referral Company")
desires to obtain from CoolCatPoker and CoolCatPoker agrees to grant
the Referral Company, the non-exclusive right and license to
advertise, market and promote the Service and the CoolCatPoker Affiliate
Program. CoolCatPoker shall reimburse the Referral Company for these
promotional services in accordance with the following terms and
conditions:
1. Grant of Promotion and Distribution License
1.1. CoolCatPoker grants the Referral Company the non-exclusive, non-transferable
right and license to advertise, market and promote the Service ("Promotion
Rights") in accordance with the terms and conditions hereof. All other rights
and licenses not expressly granted to the Referral Company herein are reserved
by CoolCatPoker.
2. Obligations of CoolCatPoker
2.1. CoolCatPoker shall retain the right to provide the Service and operate
its Affiliate Program in any form CoolCatPoker deems appropriate; and retains
the right to change any part of the Service, at any time and in any
manner CoolCatPoker deems appropriate, and make alterations to its Affiliate
Program without prior notice to the Referral Company. However, any
strategic change of policy towards the Referral Company, such as the
cancellation of any part of the Service at any time, shall be made
with prior notice to the Referral Company.
2.2. CoolCatPoker shall retain the right to cancel any part of the Service
or alter and/or close its Affiliate Program at any time and in any
manner CoolCatPoker deems appropriate. However, should CoolCatPoker wish to
cancel any Promotion Rights because of any failure or breach of these
Terms and Conditions on behalf of the Referral Company, CoolCatPoker shall
give the Referral Company notice of this fact in order to give the
Referral Company the opportunity to make desired modifications. Cancellation
shall be effective seven (7) days after notice of cancellation to the
Referral Company unless the desired modifications have been made and/or
other terms have been agreed upon within this seven-day period.
2.3. Notwithstanding the terms of these Terms and Conditions, CoolCatPoker
shall not be held responsible or liable for any loss of income, or
loss of the ability to produce income, incurred by the Referral Company;
even if such losses should arise from the inability of CoolCatPoker to
deliver the Service and/or operate its Affiliate Program as stipulated
in these Terms and Conditions for any reason whatsoever, whether CoolCatPoker
is at fault or whether a third party is at fault.
3. Obligations of The Referral Company
3.1. The Referral Company shall use its best efforts to actively and
effectively advertise, market and promote the Service and, optionally,
the CoolCatPoker Affiliate Program as widely as possible so as to maximize
the benefit to the Referral Company and to CoolCatPoker.
3.2. The Referral Company shall engage only in advertising, marketing
and promotional efforts which do not violate any law, and which reflect
positively upon the business reputation of CoolCatPoker. In particular,
the Referral Company agrees to market the Service and, optionally,
the CoolCatPoker Affiliate Program in a manner that is consistent with
the content and style of the Service. In connection therewith, CoolCatPoker
shall have the right to review and approve the manner and methods of
advertising, marketing and promotion used by the Referral Company in
connection with the Service and the CoolCatPoker Affiliate Program. Approval
shall not be unreasonably withheld.
3.3. Approval may be withheld if CoolCatPoker determines, in its sole
discretion, that the activities of the Referral Company would tend
to impair or reduce the value of the goodwill and business reputation
of CoolCatPoker and/or would expose CoolCatPoker to legal liability.
3.4. Notwithstanding the approval by CoolCatPoker given in accordance
with section 3.2 of these Terms and Conditions, CoolCatPoker shall under
no circumstances be held liable for--and the Referral Company shall
indemnify, defend and hold CoolCatPoker harmless against--any and all claims
asserted against CoolCatPoker by reason of the Referral Company's marketing
and promotional efforts.
The Referral Company shall bear all costs and expenses incurred in
connection with the advertising, marketing and promotion of the Service
and/or the CoolCatPoker Affiliate Program; including without limitation,
all costs directly related to marketing.
4. Compensation
4.1. As used herein, the Referral Company's compensation ("Referral
Percentage") shall be defined as the compensation due to the Referral
Company, based on (1) a percentage of actual monthly gross revenue
("Net Gaming") generated by the customers ("Users"),
who have been identified as having utilized the Service as a result
of having first been referred to the Service by the Referral Company
and (2) a percentage of the Net Gaming-based commission earned by each
CoolCatPoker Affiliate Program participant, who has been identified as
having been first referred to join the CoolCatPoker Affiliate Program by
the Referral Company. Monthly gross revenue or
"Net Gaming" is calculated as the sum total of all players'
contribution to all "rakes" the players contributed to while
playing at the website, less any credits, bonus or promotional amounts
given to players, processing charges, charge backs and any other un-collectable
revenue or deductions we are entitled to make in respect of that player.
The Referral Company who refers others to join the CoolCatPoker Affiliate
Program shall be defined as the "Parent Partner." Each referred
program participant shall be defined as a "Sub-Partner" of
the "Parent Partner." The CoolCatPoker Affiliate Program allows
the Referral Company, in the capacity of acting as a "Parent Partner," to
earn compensation based on a percentage of the commission earned by
each Sub-Partner on no more than five (5)
"Sub-Levels" (wherein Sub-Partners on "Sub-Level 1"
are those directly referred to the affiliate program through the links
on the Parent Partner's web site and Sub-Partners on "Sub-Level
2" are those referred to the affiliate program through a link
on a web site belonging to a Sub-Partner on Sub-Level 1 and so forth.)
The actual Referral Percentage shall be equal to:
(1) 25% of gross monthly revenue ("Net Gaming") up to USD
100,000 generated by Users who utilize the Service after first having
been referred to the Service by the Referral Company. The actual percentage
on any and all gross revenue in excess of USD 100,000/month (received
from Users who utilize the Service after having first been referred
to the Service by the Referral Company) shall be subject to a separate
agreement between the parties, plus
(2) 10%-1% of the monthly Net Gaming-based commission sums earned
by the Referral Company's Sub-Partners on Sub-Levels 1-5. The actual
percentages for each Sub-Level applied in the calculation of the Referral
Percentage payable to the Referral Company are specified in the table
below:
|
| Sub Level |
Applied Percentage |
|
| 1 |
10% |
|
| 2 |
7% |
|
| 3 |
5% |
| 4 |
2% |
| 5 |
1% |
|
4.2. CoolCatPoker shall, upon the request of the Referral Company, pay
the Referral Company each month for services rendered during and/or
before the preceding calendar month. Payments that have been requested
and approved shall be made prior to the 20th day of each month by making
the funds payable to the Referral Company. If the total payable amount
of compensation to the Referral Company in any given month is less
than USD 50, the amount shall be made payable a succeeding month, when
the accumulated amount is greater than or equal to USD 50.
4.3. CoolCatPoker shall have the right to withhold any and all payments
to the Referral Company if the Referral Company is in breach of these
Terms and Conditions.
5. Term of Duration and Cancellation
5.1. CoolCatPoker has the right to cancel Promotion Rights with immediate
effect if the Referral Company is in material breach of these Terms
and Conditions. Such breach includes, but is not limited to, situations
when the Referral Company engages in advertising, marketing, distribution
and promotional efforts that would impair the goodwill and business
reputation of CoolCatPoker or would expose CoolCatPoker to legal liability.
5.2. Upon the cancellation of Promotion Rights, the Referral Company
shall immediately return to CoolCatPoker any and all materials, over which
CoolCatPoker has a proprietary right, that are in the Referral Company's
possession and/or in the possession of the Referral Company's agents,
servants and employees. The Referral Company shall also immediately
remove any hyperlinks and materials, over which CoolCatPoker has a proprietary
right, from the Referral Company's web site and/or the web sites of
the Referral Company's agents.
5.3. If Promotion Rights are canceled, and the Referral Company is
not in default of these Terms and Conditions, the Referral Company
shall have the right to continue to receive a Referral Percentage as
defined in Section 4.1 for three months after the day Promotion Rights
are cancelled.
5.4. Users that utilize the facilities and services of CoolCatPoker, and
all information relating to such Users, shall remain the property of
CoolCatPoker at all times.
6. Account Statements
6.1. All payments due to the Referral Company shall be made on or
before the twentieth (20th) day of each month, and will reflect payment
for services rendered during and/or before the preceding month. Payment
shall be accompanied by a written statement that specifies the calculation
of the sum to be paid to the Referral Company based on the terms defined
in Section 4.1. In addition, statements may be adjusted by CoolCatPoker
from time to time to reflect overpayments, customer chargebacks and/or
credits or underpayments to customers by CoolCatPoker
6.2. The Referral Company shall have the ability to monitor the Referral
Percentage and payments in real time on a secure web site through the
use of an online monitoring system.
7. Exclusivity, Non-Competition and Ownership of Servicename
7.1. The Referral Company agrees, understands and acknowledges that
CoolCatPoker may enter into agreements of this type with third parties
to promote the Service or a similar version thereof.
7.2. The Referral Company has not paid for the use of the trademarks,
logos, copyrights, trade names or designations belonging to CoolCatPoker,
and nothing contained in these Terms and Conditions shall give the
Referral Company any right to, title to or interest in any of them.
7.3. The Referral Company acknowledges that CoolCatPoker owns and retains
all copyrights and other proprietary rights, as well as any software
supplied by CoolCatPoker, in all of the foregoing. The Referral Company
shall not assert any claim or interest in any trademark, trade name,
copyright, service mark or logo belonging or licensed to CoolCatPoker,
or do anything to adversely affect their validity or enforceability.
This includes any act or assistance in any act that may infringe upon,
or lead to the infringement of, any software copyright.
7.4. Without limiting the generality of the foregoing terms, the Referral
Company shall not itself attempt, 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 CoolCatPoker. The Referral Company
shall not attach any additional trademarks, logos or trade designations
to the Software; and shall ensure that none of the trademarks (or any
variations thereof) appear in any portion of the Referral Company's
name or any name under which the Referral Company conducts business.
The Referral Company shall not affix a trademark, logo or trade name
of CoolCatPoker to any non-CoolCatPoker product. The Referral Company shall
not alter, erase, deface or overprint any notice of proprietary rights
on anything provided by CoolCatPoker.
8. Confidentiality and Non-Disclosure
The Referral Company and CoolCatPoker each agree that each may have access
to, and become acquainted with, confidential information of the other.
The Referral Company and CoolCatPoker each specifically agree not to misuse,
misappropriate or disclose any such confidential information, directly
or indirectly, to any third party.
9. Representations, Warranties and Indemnity
9.1. The Referral Company warrants, represents and covenants to CoolCatPoker
that that it has all necessary rights, licenses, permissions and business
permits; and will comply with all applicable laws, rules and regulations
in connection with promoting the Service and/or the CoolCatPoker Affiliate
Program to Users and others.
9.2. The Referral Company agrees to indemnify and render CoolCatPoker
harmless against claims, liabilities, causes of action, damages, judgments,
costs and expenses arising out of, or in any way connected with, any
breach or alleged breach by the Referral Company of any representation,
warranty or agreement contained in this Section 9 or elsewhere in these
Terms and Conditions.
10. Governing Law
This Agreement shall be governed by and construed in accordance with
the laws of Costa Rica.
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