Standard Affiliate Agreement

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between us, GiveandTakeProfit ("GiveandTakeProfit" ,"Us" or "We") and you with respect to your participation as an affiliate ("Affiliate" or "You") in the Giv & Take Profit online site affiliate network.

As an Affiliate, you will promote the sites listed below owned and operated by Us (collectively the "Sites"). The Sites are: GiveandTakeProfit.com.

This Agreement shall govern our relationship with You in relation to the Sites. This Agreement modifies, replaces and supersedes all previous versions of our Standard Affiliate Agreement.

When You indicate Your acceptance of this Agreement by executing the Affiliate Application, You agree to be bound by the terms and conditions of this Agreement (as the same may be modified or amended from time to time as provided for in this Agreement) and that same constitutes a legally binding agreement between Us and You.

1. Affiliate Application

To become an Affiliate, You need to submit a completed Affiliate Application in which You shall provide true and complete information to Us. You shall also promptly update all such information if all or any part thereof changes and shall provide Us with all such other information as we may reasonably request from time to time. We will evaluate your Affiliate Application and, where applicable, notify you of our acceptance. We may reject your Affiliate Application in the event we determine in the exercise of our absolute discretion that your site is not suitable for our Affiliation program for any reason.

2. Your Obligations

2.1 In the event that we accept your Affiliate Application, we will make available to you [banner advertisements, button links and other links as determined by us which shall all link to our Sites (Collectively "Link"); on condition that you will use the Links only as provided for herein or as may be indicated by us to you in writing, from time to time, and provided further than you will cooperate fully with us in order to establish and maintain the Links.

2.2 You shall market and refer potential players to the Sites. You shall be solely responsible for the content and manner of such marketing activities and the same must be professional, proper and lawful under applicable regulations and laws as well as complying with the terms and conditions of this Agreement and any instructions we may provide to you from time to time in writing.

2.3 You shall be solely responsible for operation of your site and the accuracy and appropriateness of the materials posted therein.

2.4 You shall not and you shall not authorize, assist or encourage any third party to:

(i) Place our Links or any marketing materials provided by us to you including but not limited to our logos, marks, domain name, trade name or any of the aforegoing ("Our Marks") which is confusingly similar to or is comprised of Our Marks (collectively, "Our Materials") on any online site or other medium where the material on such site or medium is as determined by us, in the exercise of our absolute discretion, illegal or in any other way unsuitable.

(ii) Develop and/or implement marketing and/or public relations activities where their objective – whether directly or indirectly – is to target the marketing of us and/or our Sites to persons who below the age of majority in any jurisdiction you are targeting, irrespective of the age of majority applicable in the location you are marketing.

(iii) Breach any of the rules and regulations issued by us regarding the marketing of our Sites.

(iv) Use Our Materials in any manner which may confuse any player on our Sites.

(v) Place or otherwise use Our Materials on any online site or medium where the material on such online site or medium infringes any third party intellectual property rights, copies or resembles the Sites or any of them – whether in whole or in part, in any manner – directly or indirectly – damages our goodwill or reputation and/or frames any page of the Sites or any of them, whether in whole or in part.

(vi) Read, intercept, modify, record, redirect, interpret or in any other manner fill in, change and/or interfere with the contents of any electronic form or other materials submitted to us by any third party.

(vii) In any way, directly or indirectly, modify, redirect or otherwise interfere with the operation and/or accessibility of the Sites or any of them or any part thereof.

(viii) Register as a player on behalf of or in the name of any third party or authorize or assist any other person to register as a player.

(ix) Offer any plan whatsoever, howsoever called, that offers or allows a part of the player's rake to be returned to the player in any form or manner whatsoever.

(x) Act or omit to act in any manner which may cause end-user confusion as to the relationship between us and you or any third party and/or as to the ownership or operation of the Sites or any other site.

(xi) Cause any of the Sites (or any parts thereof) to open in a visitor's browser or anywhere else used for accessing our services save as a result of the visitor clicking on the Links.

(xii) Intercept or redirect in any manner, whether direct or indirect, or attempt to do so, traffic from or on any online site or other place that participates in our Affiliate program.

(xiii) Use any means or sites to promote and market the Sites or any of them, where such means or sites resemble in any manner the Sites and/or the look and/or feel of the Sites – whether in whole or in part.

(xiv) Use any means or sites as per above to create the impression that such means or sites are the Sites or any of them or any part thereof.

(xv) Breach the terms of use and policies of any search engine or the customer feedback facilities of e-tailers.

(xvi) Communicate or attempt to communicate, in any manner whatsoever and whether directly or indirectly, with the players on our Sites or any of them to solicit them to move to any online site or medium not owned by us or for other purposes without our prior written consent.

2.5 In the event that we determine, in the exercise of our absolute discretion, that you have engaged in any of the activities in Section 2.4 above, we may – without derogating from any other remedies available to us – elect to withhold amounts due and owing to you under this Agreement and/or terminate this Agreement with immediate effect.

2.6 In performing your obligations under this Agreement, you shall only use Our Materials and shall not amend, change or in any other manner modify Our Materials or any of them, without our express prior written consent. You shall only use Our Materials in accordance with the terms and conditions of this Agreement as well as any instructions we may issue from time to time in writing and also applicable laws. The costs of us providing Our Materials on CD or of providing other customized marketing materials to you may be charged by us at cost and deducted from any amounts due to you. We hereby grant you a non-transferable, non-exclusive, terminable license to use Our Materials for the sole and limited purpose of enabling you to perform your obligations under this Agreement, which license shall automatically terminate upon the termination or expiration of this Agreement.

2.7 All intellectual property rights comprised in any of Our Materials, Our Marks, the services provided by us, the Sites are all owned by Giv & Take Profit and you shall have no rights, interests, claims and/or demands in and/or to the same. Any use of any trade mark or trade name that contains, is confusingly similar to or is comprised of Our Marks without our express prior written consent shall be unauthorized. Without derogating from the generality of the afore-going, you shall not register or use or attempt to register or use any of Our Marks in part of any domain name and/or any trade marks or names which contain, are confusingly similar to or are comprised of Our Marks. You agree not to attack the ownership of and title to Our Marks in any way.

2.8 Without our express prior written consent, you shall not market the Sites or any of them and/or us or any of our services in any manner, directly or indirectly, that results in you competing with us in relation to the promotion and marketing of the same and/or in any other case where we request that you will cease the same.

2.9 The marketing opportunity under this Agreement is provided solely for commercial use. You shall not, directly or indirectly, register as a player and/or make any deposits to any player account for your own personal use and/or the use of any of your relatives, friends, employees, servants, agents or advisors or any other person acting on your behalf or in your name, or in any other manner attempt to increase the amounts which may be due to you under this Agreement or deceive or defraud us.

2.10 All data relating to players (including New Players) shall, as between you and us, remain our exclusive property and you shall have no rights, interests, claims and/or demands in and/or to the same. You shall not contact nor correspond with any players (including New Players) without our express prior written approval. In the event that we are of the opinion that try to or do make contact with any player (including a New Player) in breach of the foregoing, we shall be entitled in addition to our other rights and remedies, to terminate this Agreement with immediate effect and to indefinitely withhold commissions due to you at such time. In the event we have given express written consent for you to contact or correspond with a player, we are entitled to withdraw the same at any time if we deem it to be against our best interests and to terminate this Agreement with immediate effect and to indefinitely withhold all commission due to you at such time.

3. Commissions

3.1 Depending on which commission plan you choose to participate in when completing the Affiliate Application, we will pay you either:

(i) Cost per Acquisition Plan:

(ii) Revenue Share Plan:

(iii) Hybrid Plans

3.2 For the purposes of Section 3.1 above, a "New Player" shall mean an internet user who is attached to your Tracker and who (i) has not been a player with us before; and (ii) has made the minimum required deposit of US $20 and played a minimum of 10 real money games (not including tournament games or freerolls); and (iii) is accepted by us as a player for real money under our then applicable identity verification procedure and any other qualification procedure which we may introduce from time to time; and (iv) who is not a person listed in Section 2.8 above. "Tracker" shall mean the unique tracking URL that we provide exclusively to you for the purposes of tracking New Players.

3.3 For the purposes of Section 3.1 above, "Backgammon Gross Revenue" shall mean the sum total of all New Players' contributions to rakes the New Players were involved in when playing on our Sites, less any credits, bonuses or promotional amounts given to New Players and less any chargebacks, uncollectible revenue attributable to the New Players.

3.4 The number of New Players per individual household computer is strictly limited to one. Our measurements and calculations in relation to the number of New Players and Gross Revenues shall be sole and authoritative and the same shall not be open to review or appeal. We shall make the number of New Players and the relevant Gross Revenues figures available to you through our Affiliate program information site. To enable accurate tracking, reporting and commission accrual you must ensure that the Links between your site and the Sites are properly formatted at all times throughout the term of this Agreement.

3.5 All commissions will be paid to you on a monthly basis within approximately [30] days of the end of each month. Payments shall be effected by direct wire transfer to such account as you may indicate to us in writing in the Affiliate Application. We shall not be liable for any loss and damage caused in the event that you provide us with incorrect or incomplete details; provided however that we shall entitled to deduct from the commissions any costs and expenses incurred by us with respect to incorrect or incomplete details. In the event that, in any given month, the commission to be paid to you is less than US$100 ("Minimum Commission"), we shall be entitled to roll over payment of the commission to the immediately subsequent month or that there after until the commission to be made is in excess of the Minimum Commission. We reserve the right to review all commissions for possible fraud, whether such fraud may be on the part of a New Player or you. During the period of such review, which shall not exceed 180 days, we shall be entitled to withhold payment of the commissions until such time as the review has been concluded. Fraud on your part constitutes a breach of this Agreement entitling us to, inter alia, terminate this Agreement with immediate effect. In the event that it we determine that there was fraud on your part or on the part of a New Player, you shall not be entitled to commission which have accrued to your benefit at such time whether such commissions were generated by the fraud or not. We reserve the right to set-off from future commissions due to you any amounts already received by you which are shown to have been generated by fraud whether by you or a New Player.

For the purposes of this Agreement, "Fraud" shall include, inter alia, actual or attempted: (i) bonus abuse on the part of New Players; (ii) the encouragement by you or a third party of bonus abuse on the part of New Players; (iii) a chargeback executed by the New Player in relation to their initial deposit; (iv) collusion on the part of a New Player with another player on the Sites; (v) the opening of an account in breach of the terms of this Agreement; (vi) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise) to potential New Players and (vii) any act or omission of you or a New Player which is reasonably understood to have been committed in bad faith against us irrespective of whether any harm or damage has been caused to us.

4. Term and Termination

4.1 This Agreement will take effect from when the date of our acceptance of your Affiliate Application and will continue until terminated in accordance with the terms and conditions hereof.

4.2 You may terminate this Agreement with or without cause, at any time, immediately upon written notice to us. The written notice may be sent by email to [email protected]. Termination of this Agreement shall constitute termination of your entire participation in our Affiliate program, you are not entitled to terminate this Agreement solely with respect to one or more Sites.

4.3 We may terminate this Agreement without cause, at any time, immediately upon written notice to us. The written notice may be sent by us email to such email address you provided in the Affiliate Application or in writing thereafter. Termination of this Agreement shall constitute termination of your entire participation in our Affiliate program.

4.4 In the event that you account with us is inactive, this Agreement will automatically terminate. Your account will be deemed inactive and this Agreement will terminate and your participation in our Affiliate program automatically cease if: (i) you have not generated the Minimum Commission during a period of 3 consecutive months; (ii) you have failed to respond to any verification mails sent to you within a reasonable time. Upon automatic termination, any commissions due to you shall revert to us.

4.5 In the event of termination, the following shall apply: (i) you shall forthwith stop all marketing and promotional activities for the Sites and all rights and licenses granted to you under this Agreement shall forthwith terminate; (ii) you shall return all confidential and/or proprietary information and cease all use of Our Marks and Our Materials; (iii) we shall be entitled to leave open, redirect or deactivate any Trackers, as we may elect in the exercise of our sole discretion; (iv) save as provided to the contrary in this Agreement, we shall pay you due and outstanding commissions as at the effective date of termination but subject to all our rights of deduction and set-off and shall not be liable to you for any other payments and/or claims whatsoever.

4.6 The following Sections shall survive any termination or expiration of this Agreement: 2.7,2.8,2.10,4.4,4.5, and all of sections 5, 6, 7 as well as all such other provisions as are necessary in the interpretation or enforcement of this Agreement.

5. Liabilities

5.1 We make no express or implied warranties or representations with respect to our Affiliate program or any products or items sole through such program (including without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance or trade usage). We make no representation or warranty that the operation of the Sites or any of them will be interrupted or error-free and will not be liable for the consequences interruptions or errors.

5.2 We will not be liable for indirect, special or consequential or like loss or damage or any loss of revenue, profits or data arising in connection with this Agreement and/or the Affiliate program and/or any termination thereof, even if we have been advised of the possibility of such damages. Further our aggregate liability arising with respect to this Agreement and/or the Affiliate program and/or the termination thereof will not exceed the total commission paid or due and payable under this Agreement for the 12 month period immediately preceding the event giving rise to the payment obligation.

6. Confidentiality

We may disclose to you information as a result of your participation in the Affiliate program which information we consider to be confidential and proprietary to us ("Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be used, directly or indirectly, by you for your own account or for your own business purposes or any other purpose, save only to the extent that such information is generally known or available to the public (other than through breach of confidentiality) and save only if required by law or legal process (in which case you will give us sufficient prior notice and cooperate with us to to prevent, limit, restrict and/or comment on the required disclosure).

7. Indemnification

You hereby agree to indemnify, defend and hold harmless, us, our shareholders, officers, directors, employees, agents, affiliates, successors and assigns from and against any and all claims, losses, liabilities, damages, costs and expenses (including attorney's fees and costs) of any nature whatsoever incurred or suffered ("Losses") in so far as such Losses or actions with respect thereto are based on: (i) the breach of this Agreement and/or any additional instruction of ours by you and/or any representation or warranty made by you; (ii) any claim related to your site.

8. Miscellaneous

8.1 We and you are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, employment or other like relationship between the parties.

8.2 You hereby represent and warrant to us as follows: (i) this Agreement has been duly and validly executed by you and constitutes a legal, valid and binding obligation of you enforceable against you in its terms; (ii) the execution, delivery and performance of this Agreement by you and the consummation by you of the transactions contemplated hereby will not conflict or violate any provision of law, rule, regulation, or agreement to which you are subject and (iii) you are an adult of at least 18 years of age. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you independently concluded that you can enter this Agreement and fulfil your obligations hereunder without violating any applicable rule of law.

8.3 The provisions of this Agreement and instructions as may be provided by us to you from time to time hereunder constitute the entire agreement between us with respect to the subject matter thereof. Save as to the instructions and notifications as may be provided by us to you from time to time hereunder, this Agreement shall only be modified or amended by a document in writing signed by us.

8.4 You acknowledge that you have read this Agreement and have had ample opportunity to consult with your own legal advisers if you so desired and agree to all its terms and conditions. You independently evaluated the desirability of participating in the Affiliate program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

8.5 This Agreement and any matters relating thereto shall be governed by and construed in accordance with Cyprus law and shall be subject to the exclusive jurisdiction of the courts of competent jurisdiction of Cyprus provided however that nothing herein shall prevent us from seeking interim or equitable relief and remedies in any jurisdiction we deem fit.

8.6 You may not assign, delegate, transfer or any other manner dispose of this Agreement and/or any of your rights and/or obligations under this Agreement. Subject to the foregoing, this Agreement will be binding on inure to the benefit of and be enforceable against the parties and their respective successors and assigns.

8.7 Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

8.8 In the event that this Agreement is translated by you into any other language, this English language version shall prevail at all times.