TrioPoker Affiliate Program Agreement

TrioPoker (“Trio") 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 Partner") desires to obtain from Trio and Trio agrees to grant the Referral Partner, the non-exclusive right and license to advertise, market and promote the Service and the Trio Affiliate Program. Trio shall reimburse the Referral Partner for these promotional services in accordance with the following terms and conditions:

1. Grant of Promotion and Distribution License

1.1. Trio grants the Referral Partner 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 Partner herein are reserved by Trio

2. Obligations of Trio

2.1. Trio shall retain the right to provide the Service and operate its Affiliate Program in any form Trio deems appropriate; and retains the right to change any part of the Service, at any time and in any manner Trio deems appropriate, and make alterations to its Affiliate Program without prior notice to the Referral Partner. However, any strategic change of policy towards the Referral Partner, such as the cancellation of any part of the Service at any time, shall be made with prior notice to the Referral Partner.
2.2. Trio 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 Trio deems appropriate. However, should Trio wish to cancel any Promotion Rights because of any failure or breach of these Terms and Conditions on behalf of the Referral Partner, Trio shall give the Referral Partner notice of this fact in order to give the Referral Partner the opportunity to make desired modifications. Cancellation shall be effective seven (7) days after notice of cancellation to the Referral Partner 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, Trio shall not be held responsible or liable for any loss of income, or loss of the ability to produce income, incurred by the Referral Partner; even if such losses should arise from the inability of Trio to deliver the Service and/or operate its Affiliate Program as stipulated in these Terms and Conditions for any reason whatsoever, whether Trio is at fault or whether a third party is at fault.

3. Obligations of The Referral Partner

3.1. The Referral Partner shall use its best efforts to actively and effectively advertise, market and promote the Service and, optionally, the Trio Affiliate Program as widely as possible so as to maximize the benefit to the Referral Partner and to Trio.
3.2. The Referral Partner shall engage only in advertising, marketing and promotional efforts which do not violate any law, and which reflect positively upon the business reputation of Trio. In particular, the Referral Partner agrees to market the Service and, optionally, the Trio Affiliate Program in a manner that is consistent with the content and style of the Service. In connection therewith, Trio shall have the right to review and approve the manner and methods of advertising, marketing and promotion used by the Referral Partner in connection with the Service and the Trio Affiliate Program. Approval shall not be unreasonably withheld.
3.3. Approval may be withheld if Trio determines, in its sole discretion, that the activities of the Referral Partner would tend to impair or reduce the value of the goodwill and business reputation of Trio and/or would expose Trio to legal liability.
3.4. Notwithstanding the approval by Trio given in accordance with section 3.2 of these Terms and Conditions, Trio shall under no circumstances be held liable for- and the Referral Partner shall indemnify, defend and hold Trio harmless against- any and all claims asserted against Trio by reason of the Referral Partner's marketing and promotional efforts.
The Referral Partner shall bear all costs and expenses incurred in connection with the advertising, marketing and promotion of the Service and/or the Trio Affiliate Program; including without limitation, all costs directly related to marketing.

4. Compensation

4.1. As used herein, the Referral Partner’s compensation ("Referral Percentage") shall be defined as the compensation due to the Referral Partner, 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 Partner and (2) a percentage of the Net Gaming-based commission earned by each Trio Affiliate Program participant, who has been identified as having been first referred to join the Trio Affiliate Program by the Referral Partner.
For Casino, the monthly gross revenue or "Net Gaming" is calculated as the monthly account deposit sum of referred customers minus the sum of referred customers' current account balances minus referred customers' total account withdrawal sum.
For Poker, the monthly gross revenue or "Net Gaming" shall mean the total monthly amount of rake collected from referred customers. (A detailed calculation of the rake can be obtained from Trio).
The Referral Partner who refers others to join the Trio 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 Trio Affiliate Program allows the Referral Partner, 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%-45% of the net rake, generated by Users who utilize the Service after first having been referred to the Service by the Referral Partner. The actual percentage on any and all gross revenue in excess of EUR 100,000/month (received from users who utilize the Service after having first been referred to the Service by the Referral Partner) shall be subject to a separate agreement between the parties, plus
(2) 10%-1% of the monthly net rake-based commission sums earned by the Referral Partner’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 Partner are specified in the table below

4.2. Boss Casinos shall, upon the request of the Referral Partner, pay the Referral Partner 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 Partner. If the total payable amount of compensation to the Referral Partner in any given month is less than EURO 50, the amount shall be made payable a succeeding month, when the accumulated amount is greater than or equal to EURO 50.
4.3. For the Poker product, the affiliate is responsible for 100% of the bonus cost.
4.4. Trio shall have the right to withhold any and all payments to the Referral Partner if the Referral Partner is in breach of these Terms and Conditions.

5. Term of Duration and Cancellation

5.1. Trio has the right to cancel Promotion Rights with immediate effect if the Referral Partner is in material breach of these Terms and Conditions. Such breach includes, but is not limited to, situations when the Referral Partner engages in advertising, marketing, distribution and promotional efforts that would impair the goodwill and business reputation of Trio or would expose Trio to legal liability.
5.2. Upon the cancellation of Promotion Rights, the Referral Partner shall immediately return to Trio any and all materials, over which Trio has a proprietary right, that are in the Referral Partner's possession and/or in the possession of the Referral Partner's agents, servants and employees. The Referral Partner shall also immediately remove any hyperlinks and materials, over which Trio has a proprietary right, from the Referral Partner’s web site and/or the web sites of the Referral Partner’s agents.
5.3. If Promotion Rights are canceled, and the Referral Partner is not in default of these Terms and Conditions, the Referral Partner shall have the right to continue to receive a Referral Percentage as defined in Section 4.1 for four months after the day Promotion Rights are cancelled.
5.4. Users that utilize the facilities and services of Trio, and all information relating to such Users, shall remain the property of Trio at all times.

6. Account Statements

6.1. All payments due to the Referral Partner 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 Partner based on the terms defined in Section 4.1. In addition, statements may be adjusted by Trio from time to time to reflect overpayments, customer chargebacks and/or credits or underpayments to customers by Trio.
6.2. The Referral Partn 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 Partner agrees, understands and acknowledges that Trio may enter into agreements of this type with third parties to promote the Service or a similar version thereof.
7.2. The Referral Partner has not paid for the use of the trademarks, logos, copyrights, trade names or designations belonging to Trio, and nothing contained in these Terms and Conditions shall give the Referral Partner any right to, title to or interest in any of them.
7.3. The Referral Partner acknowledges that Trio owns and retains all copyrights and other proprietary rights, as well as any software supplied by Trio, in all of the foregoing. The Referral Partner shall not assert any claim or interest in any trademark, trade name, copyright, service mark or logo belonging or licensed to Trio, 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 Partner 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 Trio. The Referral Partner 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 Partner’s name or any name under which the Referral Partner conducts business. The Referral Partner shall not affix a trademark, logo or trade name of Trio to any non-Trio product. The Referral Partner shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by Trio.

8. Confidentiality and Non-Disclosure

The Referral Partner and Trio each agree that each may have access to, and become acquainted with, confidential information of the other. The Referral Partner and Trio 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 Partner warrants, represents and covenants to Trio 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 Trio Affiliate Program to Users and others.
9.2. The Referral Partner agrees to indemnify and hold Trio 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 Partner 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 Gibraltar.

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Revised on: 20.06.2008