SpadeClub Affiliate Agreement
January 26th, 2009

As used in this Agreement, “we,” “us,” and “SpadeClub” means SpadeClub.com and its operator, Card Player Media, LLC, and “you” and “Affiliate” means the individual or entity that applies for affiliate payments in accordance with the terms and conditions of this Agreement.

1. GENERAL
   1. 1.1. Version. This is the most recent version of this Agreement, and was released and posted as of January 26th, 2009. This version replaces and supersedes all prior versions of this Agreement.
   2. 1.2. Agreement. By signing up for the Affiliate Program, and by marketing or referring new players to SpadeClub, you are agreeing to be bound by the terms and conditions of this Agreement. Upon our acceptance of your application to become and Affiliate, we are relying upon your agreement and adherence to the terms and conditions contain in this Agreement, as well as your continued compliance with any marketing rules or other guidelines that we provide to you via email or on our site.
   3. 1.3. Amendments and Updates to this Agreement. We reserve the right to update, amend, or modify this Agreement at any time. Any new version of this Agreement will be posted to our website. Except in the case of modifications relating to fraud prevention or where there is a mistake in the Agreement, which will be effective on the date of posting, all modifications to the Agreement will only take effect 10 days after the date of posting. 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 PROGRAM FOLLOWING SUCH 10 DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE NEW AGREEMENT.
2. DEFINITIONS. In this Agreement, references to the following words will have the meanings set out below:
   1. 2.1. "Account" means a uniquely identified and registered member of the SpadeClub services, which may be a "Basic" or "Premium" Account. Premium Accounts are those Accounts for which users pay SpadeClub a membership fee.
   2. 2.2. "Affiliate" means a member of our Affiliate Program who is in full compliance with the terms and conditions of this Agreement.
   3. 2.3. "Affiliate Fee" is the amount due and payable to you, as calculated based solely on our system's data and in accordance with the terms of this Agreement.
   4. 2.4. "Affiliate Area" means the area of the Website that is accessible to you as a member of the Affiliate Program and that provides certain 'members only' functionality, including facilities to check relevant statistics, update your profile, select Banners and/or Text Links.
   5. 2.5. "Affiliate ID(s)" means the unique Tracking URL or Promo Codes that we provide exclusively to you, through which we track players and Premium Accounts and calculate Affiliate Fees.
   6. 2.6. "Affiliate Program" means the program by which we provide incentives to people or entities that refer players to SpadeClub in accordance with the terms and conditions of this Agreement.
   7. 2.7. "Banners" and "Text Links" means the graphical artwork or text that includes Affiliate IDs and Promo Codes that are made available by us in the Affiliate Area and that you may use to connect players to our Service.
   8. 2.8. "Marketing Rules" means our rules for the marketing of SpadeClub by Affiliates.
   9. 2.9. "Fraud Traffic" means Accounts or traffic generated on SpadeClub through illegal means or any other action committed to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm. Fraud Traffic includes, but is not limited to, (i) payments from stolen credit cards, (ii) manipulation of the service or system, bonuses or other promotional abuse, (iii) creation of false Accounts for the purpose of generating Affiliate Accruals, (iv) offering to share Affiliate Fees directly or indirectly with players, (v) spam, (vi) false advertising, and (vii) any unauthorized use of copyrights, trademarks and other Intellectual Property Rights (including our Intellectual Property Rights).
   10. 2.10. "Intellectual Property Rights" means rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software), moral rights, and database rights (whether or not any of these is or are registered and including applications for registration), know-how, trade secrets 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.
   11. 2.11. "Marketing Materials" means Banners and Text Links and any other marketing materials that have been provided or otherwise made available to you by us and/or pre-approved by us.
   12. 2.12. "Our Marks" means the words "SpadeClub," "Card Player," "The New Way to Win," 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.
   13. 2.13. "Player" means a person who opens an Account via an Affiliate ID assigned to you.
   14. 2.14. "Promo Code" is a unique alphanumeric code that we may make available to you to provide to prospective players. When entered, the system automatically logs the Promo Code and records you as the Affiliate in relation to the relevant player. Further, Promo Codes may automatically be entered/logged by our system with some CDs that we may provide to you and that may be used for installation of our software by any prospective players.
   15. 2.15. "SpadeClub" the "Site" or "Services" all refer to the products and services available at SpadeClub or through the SpadeClub software.
   16. 2.16. "Tracked Premium Account" means a person with an Premium Account that is attached to your Affiliate ID who: (i) has not been a user with us before; (ii) is not located in an Excluded State; (iii) is accepted as a player under any applicable sign up or identity verification procedure which we may require; (iv) has paid SpadeClub for an Premium Account, and (v) has adequately fulfilled any other qualification criteria that we may introduce from time to time. 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.
   17. 2.17. "Spam" means any email or other electronic communication you send that markets, promotes or that otherwise refers to us, the Site or our Services from time to time, or that contains any Marketing Materials, Our Marks or Affiliate IDs and that breaches our Marketing Rules.
   18. 2.18. "Term" means the period from the date that you acknowledge and accept the terms of this Agreement by indicating such acceptance by clicking "I Accept" in the Affiliate Program sign-up process, until such time as this Agreement expires or is terminated in accordance with its terms.
   19. 2.19. "Tracking URL" means a unique hyperlink or other linking tool for referencing our Site through which you refer potential players. When the relevant Player opens an Account, our system automatically logs the Tracking URL and records you as the Affiliate for that Account.
3. REQUIREMENTS
   1. 3.1. Identity and Disclosure. You must provide true and complete information to us at all times; including but not limited to, your identity, contact information, payment instructions, nationality, residency, location and nature of your marketing activities, and any other information that we may request from time to time.
   2. 3.2. Marketing Activities and Responsibilities. You will, at your own cost and expense, market to and refer potential Players to the Website. You will be solely responsible for the content and manner of your marketing activities. All marketing activities must be professional, proper and lawful under applicable rules or laws. You represent and warrant that you will not place Banners or Text Links to us on any website, or use any media or medium, which is libelous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials. You will not actively target your marketing to any persons who are (i) located in an Excluded State, or (ii) less than 18 years of age, regardless of the age of majority in the location you are marketing. You will not use Spam, Adware or Spyware in your marketing attempts. Violation of this provision will cause you to forfeit all Affiliate Fees that you have earned.
   3. 3.3. Site Redirects. You may not set up any site redirects from any web page or network of websites so that the pages go directly to the Site.
   4. 3.4. Approved Marketing Materials. You will only use the Banners and Text Links and any other marketing materials that have been provided by us and/or pre-approved by us (collectively the "Marketing Materials"). You will not modify the Marketing Materials without our prior written consent. During the term of this Agreement, we grant you a terminable, non-premium, non-transferable right to use the Marketing Materials for the sole purpose of marketing to and referring potential Players to SpadeClub. Generally we will provide you, without charge, the guidelines, graphical artwork and permitted text to use in promotional materials. However, CDs and other customized promotional materials provided to you may be at additional cost, and will require pre-payment or, if acceptable to us, will be deducted from Affiliate Fees payable to you. Under no circumstance are you allowed to use the Marketing Materials and any other promotional materials provided by us in a manner that may potentially confuse a potential Player. Violation of this provision will cause you to forfeit all Affiliate Fees that you have earned.
   5. 3.5. Competitive Marketing. You may not market to potential Players on any Internet site on which we promote SpadeClub; or in any other manner, which results in you competing with us in relation to the promotion of SpadeClub. If you are in breach of the foregoing provisions, we reserve the right to render the Tracking Code(s) assigned to you inoperative and you will forfeit all Affiliate Fees that you have earned.
   6. 3.6. Non-Assignment. Affiliate IDs are for your sole use and are not to be assigned to others without our written consent.
   7. 3.7. Commercial Use Only. This Marketing opportunity is for commercial use only, and you may not create any Account, directly or indirectly, through your Affiliate ID(s) for your own personal use, to fraudulently increase the Affiliate Fees payable to you or to otherwise defraud us. Violation of this provision constitutes Fraud Traffic and will grant to us the right to immediately terminate this Agreement and you will forfeit all Affiliate Fees that you have earned.
   8. 3.8. Player Information. By opening an Account at SpadeClub, Players will be subject to all of our rules, policies and operating procedures that govern their activity at SpadeClub. We reserve the right to refuse service to any potential Player and to close the Account of any Player, at any time, in our sole discretion. All data relating to the Players will remain our sole and exclusive property and you acquire no right to such information, except as expressly stated herein.
   9. 3.9. Payment Plan
4. PAYMENT PLAN
   1. 4.1a. Cost Per Acquisition (CPA). You will receive a one time referral fee of $50 for your unique Tracked Premium Accounts whom remain Premium members for at least 3 consecutive months.
   2. 4.2b. Percentage Revenue Plan (PRP). You will receive a 10% share of Net Revenues actually collected by us for your Tracked Premium Accounts.
   3. 4.2. Net Revenues Defined. For purposes of calculating your Affiliate Fees under the Percentage Payment Plan, “Net Revenues” are those revenues actually collected by us for Premium Accounts, less (i) 3% for credit/debit card transaction fees, (ii) revenues that may be attributable to Fraud Traffic, (iii) revenues that are later reversed such as charge-backs, refunds, credits, or from other disputes, and (iv) fees attributable to promotional offers used by your Tracked Premium Accounts.
5. REPORTS AND PAYMENTS.
   1. 5.1. Reports. We will track and report Net Revenue for purposes of calculating your Affiliate Fees. The form, content and frequency of the reports may vary from time to time at our sole discretion. At a minimum, you will receive a monthly report.
   2. 5.2. Time and Minimum Amount of Payment. Affiliate Fees will be paid and sent out to you within thirty (30) days of the close of each month, except that, if the total amount due is less than USD$50, the balance will be carried over and added to the next month's Affiliate Fees until the total amount is more than USD$50. If the balance amount carried over does not total USD$50 within a consecutive six (6) month period, then the amount due will be voided and cancelled, and we may terminate this Agreement.
   3. 5.3. Holdover for Fraud Traffic. If any activity is deemed suspicious by us in your Tracked Premium Accounts, then we may delay payment of the Affiliate Fees to you for up to one hundred and eighty (180) days to verify the relevant transactions and if we determine the activity to constitute Fraud Traffic, we shall be entitled to recalculate or withhold your Affiliate Fees accordingly and in our sole discretion.
   4. 5.4. Method of Payment. All payments will be due and payable in United States Dollars only. Payment will be made by check or electronic funds transfer in our discretion. At our sole discretion, and as we deem appropriate, we may accommodate other methods of payment. Any charges incurred for other methods of payment will be covered by you and deducted from your Affiliate Fee.
   5. 5.5. Player Tracking. You understand and agree that potential Players must link through a Tracking URL or enter a Promo Code when they sign up in order for you to receive Affiliate Fees in relation to such potential Players. In no event are we liable for your failure to use the right Affiliate IDs, for potential Players' failure to properly enter Promo Codes, or for system malfunctions that cause Affiliate IDs, Promo Codes or hyperlinks to be deleted, corrupted or unusable. A manually entered Promo Code will supersede a Tracking URL.
   6. 5.6. Disputes. Deposit of payment or acceptance of other payment by you will be deemed full and final settlement of Affiliate Fees due for the quarter indicated. Hence, if you disagree with the reports or amount payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be in writing received within thirty (30) days of the end of each quarter for which payment is made, or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard.
   7. 5.7. 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.
6. TERM AND TERMINATION
   1. 6.1. Term and Termination. This Agreement will take effect when you have been accepted into the Affiliate Program and have received your Affiliate IDs from us. This Agreement will be continuous until terminated.
   2. 6.2. Termination By You. You may terminate this Agreement, with or without cause, immediately upon written notice to us. In addition, you may cease marketing SpadeClub any time you want.
   3. 6.3. Termination By Us. We may terminate this Agreement, or any specific Affiliate IDs, with or without cause, at any time upon written or email notice to you. Upon termination of this Agreement, you will no longer receive any Affiliate Fees. If we terminate a specific Affiliate ID, you will not receive any Affiliate Fees attributable to that Affiliate ID, but your other Affiliate IDs will remain in force.
   4. 6.4. Suspension by Us. In any circumstance in which we may terminate this Agreement or a Affiliate ID, we may at our discretion, suspend the Agreement or any specific Affiliate ID. During such suspension, we may withhold the payment of any Affiliate Fees.
   5. 6.5. Termination for Inactivity. If your account is "inactive," meaning that (i) you have not generated enough Affiliate Fees to trigger a payment to you for 12 months; or (ii) you have failed to reply to any verification emails sent to you within a reasonable time, we may terminate the Agreement without notice. If your account is terminated for inactivity, then any Affiliate Fees that may be outstanding will revert to us.
   6. 6.6. Effect of Termination: The following will apply upon the effective date of termination:
   1. You will cease promotional activity and all rights and licenses given to you under this Agreement will terminate immediately, except as expressly stated herein;
   2. You will return all confidential information and cease use of any of our trade names, trademarks, service marks, logos, banners and other designations of SpadeClub;
   3. We may leave open, redirect or deactivate any Affiliate IDs in our sole discretion without any obligation to pay you on new Players who come in or would have come in on those Affiliate IDs;
   4. We will continue to pay you Affiliate Fees for all existing Players who signed up through the effective date of termination and on any Premium Accounts for as long as they continue to hold Premium Accounts. However, if this agreement is terminated due to your breach of the terms and conditions of this Agreement or for inactivity, then you will forfeit all Affiliate Fees that you have earned, and you will not be entitled to any future payments. If we suspect Fraud Traffic, we may withhold payments for up to one hundred eighty (180) days, from the original due date, to ensure that the payment is correct and that any fraud has been reversed out;
   5. In the event we determine, in our reasonable discretion, that you knowingly participate in Fraud Traffic, you will forfeit all Affiliate Fees that you have earned.
7. NO WARRANTIES; LIMITATION OF LIABILITIES
   1. 7.1. No Warranties. WE DO NOT WARRANT THAT OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES). WE (OR OUR PROVIDERS OR UNDERLYING VENDORS) ARE NOT REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, AND SOFTWARE OR HARDWARE.
   2. 7.2. Billing and Collection Limitations. We may in our sole discretion, with or without notice, use any available means to block or restrict certain Players or sign ups so as to reduce the number of fraudulent transactions or for any reason whatsoever, including but not limited to address verification or negative and positive credit card databases. We do not guarantee or warrant the success of such fraud prevention efforts.
   3. 7.3. LIABILITY LIMITATIONS. ANY LIABILITY ARISING UNDER THIS AGREEMENT WILL BE SATISFIED SOLELY FROM THE REVENUES GENERATED HEREUNDER. OUR LIABILITY IS LIMITED TO DIRECT DAMAGES, AND IN NO EVENT WILL WE BE LIABLE FOR ANY 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).
   4. 7.4. Indemnification. You will defend, indemnify and hold us and our officers, directors, employees and representative harmless from and against any and all liabilities, losses, damages and costs, resulting from or arising from, your breach of this Agreement.
8. MISCELLANEOUS
   1. 8.1. Notices. All notices pertaining to this Agreement will be given by email as follows: to us at affiliates@spadeclub.com, and, to you at the email address provided on the Affiliate Sign up Form (or as subsequently updated by you to us in the event of change).
   2. 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 nor to incur any obligation on the other's behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
   3. 8.3. Non-Premium. 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 herein and that such Affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from our site to any other website that we deem appropriate in our sole discretion, without any additional compensation to you.
   4. 8.4. Other Marketing and Affiliate Programs. This Affiliate Program cannot be used in conjunction with other SpadeClub marketing offers or other affiliate programs, such as SpadeClub's Refer-A-Friend Affiliate Program. At no time will more than one benefit be given for one affiliate referral.
   5. 8.5. Confidentiality and Non Disclosure. As a marketer of SpadeClub you will receive confidential information from us as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. Therefore, you will not disclose this information to third parties without our express written consent.
   6. 8.6. Press. You may not issue any press release with respect to this Agreement or your participation in this Affiliate Program without our prior written consent.
   7. 8.7. Assignment. This Agreement and the rights and obligations hereunder may not be assigned by you without our express written consent.
   8. 8.8. Governing Law. The validity of this Agreement, its construction, interpretation, and enforcement, and the rights of the parties hereto will be determined under, governed by, and construed in accordance with the laws of the United States and the State of Nevada.
   9. 8.9. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach of this Agreement, will be settled by binding arbitration, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. There will be one arbitrator, mutually agreeable to you and us, or if we/you cannot agree on an arbitrator, then one will be appointed following the single-arbitrator rules of the American Arbitration Association. The losing party will pay all the expenses of the arbitration, including attorney's fees. The arbitration will be held, and you hereby consent to the venue, of Las Vegas, NV. Notwithstanding this provision, we may pursue any injunction, claim, or other relief for any improper use of our Intellectual Property Rights in any court or forum of proper jurisdiction.
   10. 8.10. Force Majeure. The parties' obligations under this Agreement are subject to and neither party will be liable for, failure to perform, damage, or malfunction of any equipment, or any consequences thereof occasioned by or due to fire, flood, water, the elements, labor disputes, power failures, explosions, governmental actions, unavailability of transportation, acts or omission of third-parties, or any other causes beyond the party's reasonable control.
   11. 8.11. Severability/Waiver. 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 provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
   12. 8.12. Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings or agreements between the parties, written or oral, which may be related to the subject matter hereof.
   13. 8.13. Interpretation. 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);
   4. Any reference to a statute, statutory provision, ordinance, subordinate legislation, code or guideline ("legislation") is a reference to that legislation and all other subordinate legislation made under the relevant legislation as amended and in force from time to time and to any legislation that re-enacts or consolidates (with or without modification) any such legislation.
   14. 8.14. English Language. 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.