Affiliate Program ("Program") Terms and Conditions

1. PURPOSE Tournament Games Inc. ("TG") desires to provide its suite of games (each a "Game" and collectively, the "Games") for you ("Affiliate") to offer on your online website ("Affiliate Site") though co-branding and/or display TG advertising, both static and rotating text links, banners and buttons, on the Affiliate Site in accordance with the following terms and conditions.
2. PLAYER DEPOSIT REVENUE SHARE During the Term of this Agreement, TG and Affiliate agree that Player Deposit Revenue Share (as defined below) collected by TG from a registered user of the Games through the Affiliate Site will be shared as specified at the time the Affiliate registered. For purposes of this Agreement, "Net Applicable Revenue" shall mean the gross amount of cash entry fees paid to TG by all registered users (other than Inactive Users) of the Games through the Affiliate Site, less prizes paid by TG and an "Administrative Fee". For purposes of this Agreement, Administrative Fee shall include, but is not limited to, payment processing fees (including, without limitation, chargebacks and fraud detection), special offers, discounts or credits, game content expenses, and any direct expenses of TG associated with site operation (including, but not limited to, hosting and player administration) for all users of TG's web site. TG reserves the right in its sole discretion to modify the Administrative Fee from time to time to reflect changes in TG's business operations.
3. TG OBLIGATIONS TG will be responsible for managing the payment processing, database management and administration of the payment of prizes to all users of the Games on the Affiliate Site.
4. AFFILIATE OBLIGATIONS. In performing under this Agreement, Affiliate shall:
   1. include a minimum of one (1) prominently displayed link "above the fold" on the home page of the Affiliate Website, as approved by TG ("Affiliate Link"), such approval not to be unreasonably withheld. Affiliate shall not create, publish, distribute, or permit any written material that makes reference to TG or the Games without first obtaining TG's written consent. If Affiliate wishes to place other links to TG and/or the Games on the Affiliate Website, other than the Affiliate Link, please contact [email protected]. If Affiliate uses any TG content without permission,TG may terminate your Affiliate status and pursue all remedies available;
   2. include a minimum of eight (8) links of sub channel integration on the Affiliate Website where applicable and in the manner, as approved by TG, such approval not to be unreasonably withheld;
   3. comply with all applicable laws and regulations;
   4. not use the trademarks, trade names, service marks, or logos of TG except the TG Marks as expressly authorized by TG;
   5. not create, publish, distribute or permit any advertising in reference to TG; and
   6. not use TG's name, the TG logo, any TG graphics or include a link to the TG website in any form of unsolicited communication, such as but not limited to, unsolicited email (spam).
5. NO SELF-PLAY TG reserves the right to withhold or terminate any sharing of Net Applicable Revenue for any player accounts that TG determines in its sole discretion were created directly by Affiliate or otherwise created to falsely generate or enhance entry fee revenue. As a member of the Program, Affiliate agrees to refrain from creating excess player accounts and from entering money tournaments on the TG site under their affiliate program.
6. PROMOTION Affiliate is free to promote TG and/or the Games in all manner of offerings from e-mail, direct mail, banner campaigns, solicitation and distribution, print and television advertising, and other methodologies not specifically spelled out herein, provided that Affiliate shall not
   1. promote TG and/or the Games as or to gambling, adult content, or as a warez/hacker site, or promote, advertise TG and/or the Games on any gambling, adult content or warez/hacker sites, or otherwise link to any gambling, adult or warez/hacker sites;
   2. make any misrepresentation or engage in any deceptive practices in the promotion of TGand/or the Games;
   3. promote TG and/or the Games in any manner that could be reasonably construed as damaging to TG, its reputation, or the Games in any way;
   4. use any form of unsolicited commercial e-mail (SPAM);
   5. obligate TG to any commitment other than the TG's standard terms and conditions for using the Games; or
   6. promote TG and/or the Games in a profane, obscene or unlawful manner. Any violation of the foregoing shall constitute an immediate breach of this Agreement, and TG reserves the right at anytime to demand that Affiliate cease and desist, and Affiliate agrees that it will cease and desist, any advertising and promotion of TG and/or the Games if TG determines in its sole discretion that such advertising and promotion would be detrimental or harmful to TG and/or the Games or any goodwill therein. Notwithstanding anything herein shall restrict or limit TG's rights to advertise and promote TG products and services to registered users of the Games.
7. LICENSES Tournament Games Inc.hereby grants Affiliate a non-transferable (except as provided herein), royalty-free (except as provided herein), worldwide right and license to use, publicly display, transmit, distribute and reproduce, but not sublicense, lease, rent or reverse engineer, the Games during the Term solely for the purposes and in the manner described herein. Subject to the Terms and Conditions of this Agreement, Affiliate hereby grants TG, and TG hereby grants Affiliate, the right to reproduce and display the other's logos, trademarks, trade names and other similar identifying material during the Term solely for the purposes described herein.
8. NO INFRINGEMENT Each party has the right to enter into this Agreement and to grant the licenses provided herein. Each party represents and warrants that neither its Internet site nor any elements or parts thereof (other than content placed on such site by a third party, of which the site owner does not have actual knowledge) will violate or infringe any U.S. federal, state or local law or the patent, copyright, literary, privacy, publicity, trademark, service mark or any other personal or property right of any person, nor will same constitute a libel or defamation of any person or entity. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WHICH WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
9. INDEMNIFICATION Subject to Section 13 below, each party agrees to indemnify and hold harmless the other party and other party's officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any breach of any warranty, representation, covenant or agreement made by the indemnifying party in this Agreement. The foregoing indemnity is conditioned upon: prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed; complete control of the defense and settlement thereof by the indemnifying party; and such reasonable cooperation by the indemnified party, at the indemnifying parties expense, in the defense of such claim as the indemnifying party may request.
10. TERM & TERMINATION. The term of this Agreement shall commence on the date TG accepts your request to be included in the Affiliate program and will end when terminated by either party as set forth in this Agreement (the "Term"). Either party shall have the right to terminate this Agreement at any time, with or without cause upon thirty (30) days prior written notice to the other party. Notwithstanding the foregoing, either party may terminate this Agreement
    1. if the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business;
    2. upon the occurrence of a material breach of a material provision by the other party if such breach is not cured within fifteen (15) days after written notice is given to the breaching party identifying the matter constituting the material breach;
    3. by mutual consent of the parties; or
    4. if Affiliate removes all links and promotions to the TG service. Upon termination of this Agreement
       1. Affiliate shall immediately cease use of the services and remove all links from the Affiliate Website to the TG website; and
       2. each party shall remove from its respective website any branding or other proprietary materials received from the other party under the terms of this agreement. Either party may terminate this Agreement effective immediately upon notice to the other party in the event of the conviction of, or commission by, the other party or any principal, officer, controlling shareholder, member, or manager of any crime which may adversely affect the goodwill or reputation of either party. Additionally, TG may terminate this Agreement effective immediately if Affiliate violates the terms of this Agreement. Affiliate will only be entitled to Affiliate Revenue Share during the valid Term of this Agreement.
    This Section and Sections 8, 9, 11, 12, 13 and 14 shall survive termination of this agreement.
11. EFFECTS OF TERMINATION. Upon termination of this Agreement, all licenses granted hereunder shall terminate unless such licenses are expressly stated as surviving. The parties shall promptly remove all marks of the other party from any website such party controls. Sections dealing with the ownership of intellectual property, Confidentiality, Warranty, Indemnification, and all General clauses, and any obligation to pay any Affiliate Revenue Share that has been earned prior to the date of termination but remains unpaid at such time, shall survive any termination.
12. CONFIDENTIALITY. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists and pricing and sales information, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the other party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto. No party shall disclose, or use for its own benefit or the benefit of any such party's affiliate, any trade secret or confidential, proprietary or other non-public information obtained from the other party during the course of this Agreement. The parties shall protect the confidential information of the other party as if it were its own, but in no instance less than a reasonable standard of care. This Agreement incorporates standard exceptions to the definition of confidential information. This provision shall survive for three (3) years after the termination of this Agreement.
13. LIMITATION OF LIABILITY IN NO EVENT SHALL TG, ITS SUPPLIERS AND LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND STOCKHOLDERS SHALL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES ARISING HEREUNDER, EVEN IF TG, ITS SUPPLIERS AND LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND STOCKHOLDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS.
14. GENERAL
    1. Assignment. Affiliate may not sublicense, assign (by operation of law or otherwise) or otherwise transfer this Agreement or any license or any right, duty or obligation under this Agreement without TG's prior written consent, and any attempt to do so shall be null and void. Subject to the foregoing limitations, this Agreement will mutually benefit and be binding upon the parties, their successors and assigns.
    2. Waiver; Severability. A failure or delay by either party to enforce any right under this Agreement shall not at any time constitute a waiver of such right or any other right, and shall not modify the rights or obligations of either party under this Agreement. Any waiver by either party of any right under this Agreement shall not constitute a waiver of such right in the future. If any provision or portion of this Agreement is held to be unenforceable or invalid, the remaining provisions and portions shall nevertheless be given full force and effect, and the parties agree to negotiate, in good faith, a substitute valid provision which most nearly affects the parties' intent in entering this Agreement.
    3. Force Majeure. Excluding the payment of money, neither party will be deemed in default of any obligation hereunder nor be liable for any failure or delay in performance which results directly or indirectly from any cause beyond its reasonable control, including without limitation, "Acts of God," delays or failures in the Internet or related carriers and third-party equipment, acts of civil or military authority, strikes, fire, theft, delays by suppliers, or action or inaction by the other party or any third party.
    4. Governing Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Tennessee, without regard to principles of conflicts of laws. Application of the U.N. Convention of Contracts for the International Sale of Goods is expressly excluded.
    5. Entire Agreement. These Terms and Conditions, in connection with other obligations and rules detailed in writing, constitute the entire agreement between Affiliate and TG and cannot be modified by Affiliate, supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. These Terms and Conditions cannot be modified on an individual basis by any affiliate of TG. Nothing in this subsection will prevent TG from modifying the terms of these Terms and Conditions.