PLEASE READ THE FOLLOWING CAREFULLY. WE RECOMMEND YOU PRINT THESE TERMS AND CONDITIONS AND STORE THEM ALONG WITH ALL CONFIRMATION EMAILS REFLECTING YOUR TRACKER IDs, BONUS CODES, AND AFFILIATE ACCRUALS AS THEY RELATE TO YOUR AFFILIATE RELATIONSHIP WITH Brucepoker GAMING N.V. , WE DO NOT FILE EACH INDIVIDUAL AGREEMENT WITH PARTNERS SO PLEASE PRINT IT OUT FOR YOUR RECORDS. THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE AT THE SOLE DISCRETION OF BRUCEPOKER. NOTICE OF ANY CHANGES SHALL BY MADE BY ANY OF THE FOLLOWING METHODS: BY THE POSTING A NOTICE OF THE CHANGE ON THE WEBSITE(S) AS DEFINED HEREIN; BY THE POSTING OF A NEW AGREEMENT ON THE WEBSITE(S); BY EMAIL TO AN AFFILATE. IF ANY MODIFICATION IS UNACCEPTABLE THE ONLY RECOURSE AVAILABLE TO AN AFFILAITE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILAITE PROGRAM FOLLOWING THE OUR POSTING OF A CHANGE NOTICE OR A NEW AGREEMENT ONOUR WEBSITE(S) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

NOTIFICATION OF THESE TERMS AND CONDITIONS CONSTITUTES THE MAKING OF AN OFFER. BY COMPLETING AN AFFILIATE APPLICATION, YOU ARE CERTIFYING THAT YOU ARE 18 YEARS OF AGE OR OLDER AND YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT WISH TO ACCEPT THE FOLLOWING TERMS AND CONDITIONS, YOU MUST NOT COMPLETE AN APPLICATION AND YOU WILL NOT BE APPROVED AS AN AFFILIATE PARTNER WITH Brucepoker GAMING N.V. IF YOU HAVE ALREADY JOINED THE Brucepoker AFFILIATE NETWORK AND DO NOT AGREE WITH ANY MODIFICATION OF THESE TERMS, PLEASE E-MAIL BRUCEPOKER AT affiliate@brucepoker.com TO NOTIFY Brucepoker GAMING N.V. THAT YOU WISH TO TERMINATE YOUR AFFILIATE AGREEMENT.

This Affiliate agreement is a legal contract as between You (“You”) and Brucepoker, and its affiliated corporations, successors and assigns (collectively referred to herein as “Brucepoker”). This Affiliate agreement and any other guidelines or additional terms Brucepoker provides to You via E-Mail or the Brucepoker Website and the associated Payment Plan (together the “Agreement”) contain the complete terms and conditions that apply to Your participation in the Brucepoker online affiliate network (“Affiliate Network”). In the event there is a conflict between this Agreement and any other additional terms, this Agreement shall take precedence unless such additional terms expressly reference variation to this Agreement.

Currently the Sites offered within the Affiliate Network are:

www.brucepoker.com

You are only entitled to receive any Affiliate Accruals for revenues generated by Real Money Players on the Affiliate Network as set out in the terms of the Payment Plan You have chosen.

1. ACCEPTANCE OF TERMS: Brucepoker permits You to promote the Sites as per the Terms and Conditions of this Agreement. By completing an Affiliate Application, You are certifying that You agree to be bound by the terms of this Agreement. If You do not wish to be bound by these terms, You must not complete an Application, and You will not be approved as an Affiliate and therefore will not receive payment for any Affiliate Accruals. Brucepoker reserves the right to reject any Affiliate Application if we determine, in our sole discretion that the websites to be used by the applicant are unsuitable for the Brucepoker affiliate program. You are welcome to re-apply for admission to the Brucepoker affiliate program in the future in the event that you application is rejected.

    1.1 AGREEMENT UPDATES: The terms of this Agreement may be changed or updated at any time by Brucepoker at it’s sole discretion, by (i) posting a notice of change on the Website(s); (ii) posting the new version of the Agreement on the Brucepoker Website; or (iii) E-Mailing You a change notice. All changes or updates shall be effective on the date of posting or the sending of such notice (whichever is the earlier. 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 WITH THE AFFLIATE NETWORK FOLLOWING SUCH NOTICE WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION. You can review the most current version of this Agreement at any time at www.affiliate.brucepoker.com/tc.

    1.2 Notwithstanding Section 1.1 above, from time to time Brucepoker may contact You with information regarding specific promotions. Unless You notify Brucepoker otherwise, You will be deemed to have agreed to take part in such promotion and the terms of such promotion shall be incorporated into the applicable Payment Plan and this Agreement for the duration of such promotion.

    1.3 You acknowledge and agree that regulations 9(1) and 9(2) (Information to be provided by electronic means) and 11(1) (placing of the order) of the Electronic Commerce Directive 00/31/EC shall not apply to or have any effect on this Agreement.

2. INTERPRETATION

    2.1 DEFINITIONS: In this Agreement, the following terms shall have the following meanings:

        “Affiliate Cashier Account” means the account into which You receive payment from Brucepoker. All payables are paid into Affiliate Cashier Accounts, unless specifically agreed otherwise.

        “Affiliate Payment Accrual” is the amount due and payable to You, as calculated based solely on Brucepoker’s system's data and in accordance with the terms of this Agreement and the applicable Payment Plan.

        “Affiliate Area” means the area of the Website that is accessible to You (You may require to access some parts of this area by logging on with the security code You are assigned by Brucepoker when You sign up as a participant in the Affiliate Network and associated password) and which provides certain 'member only' functionality, including facilities to check relevant statistics, register Sub-Affiliates, update Your profile, create additional Tracker IDs and Bonus Codes, select Banners and/or Text Links.

        “Affiliate Marketing Rules” means Brucepoker’s rules for electronic marketing activities that can be viewed in the Affiliate Area.

        “Banners” and “Text Links” means the graphical artwork or text, which includes Tracker IDs and Bonus Codes and Tournament feeds (RSS), that Brucepoker has made available in the Affiliate Area and that You may use to connect Players to Brucepoker’s Services from Your website (or other electronic method) or using other marketing materials.

        “Brand” means the “Brucepoker” brand used in association with online poker and other online games of skill and/or chance together with any other brands operated by Brucepoker from time to time.

        “Brucepoker Marks” means the words “Brucepoker”, “Brucepoker.com”, the “Brucepoker logo”, other Brucepoker logos, custom graphics and button icons and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of Brucepoker Marks or any other name or mark owned from time to time by Brucepoker.

        “Fraud Traffic” means deposits, revenues or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud Brucepoker (as determined by Brucepoker in its sole discretion), regardless of whether or not it actually causes Brucepoker harm, including deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating Affiliate Accruals, and unauthorized use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights (which, for the avoidance of doubt, includes Brucepoker’s Intellectual Property Rights) and any activity that constitutes Fraud Traffic under Section 3 below.

        “Intellectual Property Rights” means rights to all existing and future patents, trade marks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software) moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration) know-how, trade secrets and rights of confidence 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.

        “Marketing Materials” means Banners and Text Links and any other marketing materials (which may include Brucepoker Marks) that have been provided or otherwise made available to You by Brucepoker and/or pre-approved by Brucepoker.

        “Payment Plan” means the payment plan You have accepted under which Brucepoker will pay You a share of certain revenues generated by Real Money Players as specified in the specific Payment Plan (“Percentage Payment Plan”)

        “Player(s)” means any person using any products or services on Brucepoker Sites whether attached to Your Tracker or not;

        “Player Account” means a uniquely assigned account that is created for a Player when he/she successfully registers for the Services via a Tracking URL or Sign Up Bonus Code.

        “Real Money Player(s)” means any person who is attached to Your Tracker (or if applicable, Your Sub-Affiliate’s Tracker) who: (i) has not been a Player with Brucepoker before; (ii) who has made the minimum required deposit; (iii) is accepted as a player under any applicable sign up or identity verification procedure that Brucepoker may require; and (iv) any other qualification criteria that Brucepoker may introduce from time to time.

        “Services” means any product or service offered to Players on Brucepoker Sites.

        “Sign-up Bonus Code(s)” is a unique alphanumeric code that Brucepoker may make available to You to provide to prospective Players. When entered, the system automatically logs the Sign-up Bonus Codes and records You as the Affiliate in relation to the relevant Player. Further, Sign-up Bonus Codes may automatically be entered/logged by Brucepoker’s system with some CDs that Brucepoker may provide to You and which may be used for installation of Brucepoker’s software by any prospective Player.

        “Sites” means the websites and any other online site or platform that is owned, operated or controlled by or on behalf of Brucepoker from time to time and each of its related pages through which a Player opens a Player Account and/or accesses Brucepoker’s Services.

        “Spam” means any E-Mail or other electronic communication that You send which markets, promotes or which otherwise refers to Brucepoker, the Site or Brucepoker’s Services from time to time, or which contains any Marketing Materials, Brucepoker Marks or Trackers and which breaches Brucepoker’s Affiliate Marketing Rules.

        “Sub-Affiliate” means a person that You have referred to (and that has successfully joined) the Affiliate Network in accordance with the terms of this Agreement.

        “Sub-Affiliate Accruals” means the Affiliate Accruals due to any Sub-Affiliate as set out in their chosen Payment Plan.

        “Term” means the period from the date that You acknowledge and accept the terms of this Agreement by indicating such acceptance on the Affiliate Sign Up Form, until such time as this Agreement expires or is terminated in accordance with its terms.

        “Tracker(s)” means the unique Tracking URL or Sign Up Bonus Codes that Brucepoker may provide exclusively to You, through which Brucepoker tracks Players' and Real Money Players' activities and calculates Affiliate Accruals.

        “Tracking URL” means a unique hyperlink or other linking tool for referencing Brucepoker’s Sites or Services through which You refer potential Real Money Players. When the relevant Player opens his or her Player Account, Brucepoker’s system automatically logs the Tracking URL and records You as the Affiliate.

        “Website(s)” means the Brucepoker affiliate website located at the URL affiliate.brucepoker.com and at any URL with which Brucepoker may replace such URL from time to time (and any other such web addresses including RSS feeds that are owned, operated or controlled by or on behalf of Brucepoker from time to time and that Brucepoker makes available such website) and each of its related pages.

    2.2 HEADINGS: The insertion of headings in this Agreement is for convenient reference only and is not to affect the interpretation of this Agreement.

    2.3 PERSONS: 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);

    2.4 STATUTE: 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.

    2.5 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.

3. INDEMNIFICATION: You agree to indemnify, defend and hold harmless Brucepoker, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, licensors, and partners from any and all claims, losses, liabilities, demands, damages, costs, or expenses (including reasonable attorney's fees), arising from or asserted by any third party relating in any way to (a) Your promotion of the Brucepoker Services, or any other product, service or promotion offered to You by Brucepoker; (b) any claim of infringement of third party intellectual property rights; (c) uploading, posting, emailing, reproducing, transmitting or otherwise distributing any Content or other materials by You; or (d) the breach of any of these Terms and Conditions by You. Brucepoker reserves the right to assume the exclusive defence and control of any matter subject to indemnification by You, which shall not excuse Your indemnity obligations.

4. DISCLOSURE OF FRAUDULENT ACTIVITIES: If, at Brucepoker’s sole determination, You are found to have cheated or attempted to defraud the Brucepoker Service or Brucepoker Gaming N.V. in any way, or if You make untrue and/or malicious comments with regard to the company's operation in any media or forum, the company reserves the right to publicize Your actions along with Your identity and e-mail address, as well as to circulate this information to other online gaming sites, banks, credit card companies, and appropriate agencies. Further, the company may close any accounts, and you will forfeit any account balances and/or Affiliate Payment Accrual, that You have at Brucepoker or at any other Brucepoker related website and/or business.

5. TERMS AND CONDITIONS

    5.1 IDENTITY AND DISCLOSURE: You shall provide true and complete information to Brucepoker when completing the Affiliate Sign Up Form and promptly update such information if all or any part of it changes. You shall also provide Brucepoker with such other information as Brucepoker may reasonably request from time to time.

    5.2 MARKETING ACTIVITIES AND RESPONSIBILITIES: You shall market to and refer potential Real Money Players to the Sites. You will be solely liable for the content and manner of such marketing activities, provided that such activities must always fully comply with the Affiliate Marketing Rules. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not Yourself and shall not authorize, assist or encourage any third party to:

        5.2.1 Breach the Affiliate Marketing Rules.

            1. Affiliate shall use best commercially reasonable efforts to actively and effectively advertise, market and promote Brucepoker as widely and aggressively as possible in order to maximize the financial benefit to both Affiliate and Brucepoker. Affiliate shall only engage in advertising, marketing and promotional efforts which do not violate any law and which reflect positively upon the business reputation of Brucepoker.

            2. It is the responsibility of the Affiliate to ensure that the correct tracking is utilized on their website. Brucepoker will not change the Affiliate tracking ID for referrals resulting from incorrect or incomplete tracking. Brucepoker is not responsible for commission fees generated from referrals with incorrect or incomplete referral information.

            3. Affiliate is restricted from purchasing any domains that include "Brucepoker", or bidding on any keywords or keyword phrases that include, but are not limited to, Brucepoker, Brucepoker.com and Poker Room in any format in any pay per click (PPC) search engine. This includes, but is not limited to, the following search engines: Overture, Google, Kanoodle, FindWhat, ePilot and Ah-ha.

            4. Affiliate is restricted from utilizing derivatives of Brucepoker.com in URLs and directory names for the intention of search engine optimization.

            5. Affiliate is restricted from setting up any site redirects from any page on their website or network of websites so that the page goes directly to Brucepoker.com.

            6. Affiliate is restricted from optimizing any page of their website(s) for keyword or keyword phrases that include, but are not limited to, Brucepoker, Brucepoker.com in any format. This includes, but is not limited to, meta tags, headers and body content.

            7. Affiliate is restricted from purchasing or building off-site text links with anchor text for Brucepoker branded keyword phrases, including, but not limited to: Brucepoker, Brucepoker.com in any format.

            8. Banners and links may not be placed within unsolicited email, unauthorized newsgroup postings, chat rooms or through the use of "bots". Traffic generated illegally will not be commissionable.

            9. Affiliate shall bear all costs and expenses incurred in connection with the advertising, marketing and promotion of Brucepoker to their customers.

            10. Affiliate shall not create, publish, distribute, or permit any written material that makes reference to Brucepoker without first submitting such material to Brucepoker and receiving our prior written consent, which shall not be unreasonably withheld.

            11. It is not Brucepoker’s policy to promote the Site(s) through the US Postal Service.

            12. Affiliate is restricted from establishing any MySpace or other social network domains, blog domains, profile name or display name containing “Brucepoker Poker” or any variation thereof.

            13. Affiliate agrees to cooperate fully with Brucepoker in utilizing and maintaining links and other promotional tools as supplied by Brucepoker. Furthermore, the Affiliate agrees to:

                a. Utilize the entire code for the banners, links and other promotional tools (including the tracking codes therein) and shall not in any way alter or remove any part of the code;

                b. Display on your website(s) only those graphical or textual images that are provided by Brucepoker;

                c. Update such images with new images provided by Brucepoker from time to time throughout the term of this Agreement; and

                d. Display such graphic and/or textual images prominently in relevant sections of your website(s).

        5.2.2 Place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is potentially libellous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in our sole discretion otherwise unsuitable:

        5.2.3 Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing of Brucepoker and/or the Website to any persons who are less than 18 years of age (or such higher age as may apply in the jurisdiction that You are targeting), regardless of the age of majority in the location You are marketing.

        5.2.4 Use Marketing Materials in a manner that may potentially confuse a Player or potential Player:

        5.2.5 Place Marketing Materials on any online site or other medium where the content and/or material on such online site or medium:

            1. Infringes any third party's Intellectual Property Rights, trademark rights or otherwise violates the rights of any third party

            2. Copies or resembles the Site in whole or in part

            3. Disparages us or otherwise damages Brucepoker’s goodwill or reputation in any way

            4. Frames any page of the Site in whole or in part

            5. Contains sexually explicit materials; hate/violent/offensive content; promotes any form of discrimination; promotes illegal activities or otherwise violates any applicable laws; otherwise are considered inappropriate or offensive, at Brucepoker’s sole discretion.

        5.2.6 Read, intercept, modify record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Brucepoker by any other person:

        5.2.7 In any way alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof.

        5.2.8 Register as a Player on behalf of any third party, or authorize or assist (save by promoting the Site and Services in accordance with this Agreement) any other person to register as a Player:

        5.2.9 Take any action that could reasonably cause any end-user confusion as to Brucepoker’s relationship with You or any third party, or as to the ownership or operation of the site or service on which any functions or transactions are occurring:

        5.2.10 Post, serve or publish any advertisements, communications or promotional content promoting the Site, Brucepoker’s Services or Brucepoker Marks or around or in conjunction with the display of the Site and/or any part or page thereof (for example and without limitation through any “framing” technique or technology or pop-up windows or pop-under windows or interstitials):

        5.2.11 Cause any of the Sites (or any parts or pages thereof) to open in a visitor's browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on Banners or Text Links contained in or as part of any Marketing Materials;

        5.2.12 Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in our Affiliate Network;

        5.2.13 Use any means to promote any of the Sites that resemble in any way the look and/or feel of any of the Sites whether in whole or in part, nor utilize any such means or site to create the impression that such sites are the Sites (or any part of the Sites);

        5.2.14 Violate the terms of use and any applicable policies of any search engines or the customer feedback facilities of e-tailers; or

        5.2.15 Attempt to communicate to Players whether directly or indirectly on Brucepoker’s Sites to solicit them to move to any online site not owned by Brucepoker or for other purposes without our prior approval including but not limited to via E-Mail, chat boards, or spamming Brucepoker’s tables.

        5.2.16 Affiliate is restricted from utilizing derivatives of Brucepoker.com in URLs and directory names for the intention of search engine optimization.

    If Brucepoker determines, in its sole discretion, that You have engaged in any of the foregoing activities, Brucepoker may (without limiting any other rights or remedies available to us) withhold any Affiliate Accruals and/or terminate this Agreement immediately on notice.

    5.3 APPROVED MARKETING MATERIALS: In providing the marketing activities referred to in Section 3.2, You shall only use the Marketing Materials. You shall not modify the Marketing Materials or Brucepoker Marks in any way without Brucepoker’s prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines Brucepoker provides to You on Brucepoker’s Site or otherwise from time to time and any applicable laws. Brucepoker may charge You for the cost of any CDs and other customized promotional materials provided to You at Your request and such costs may be deducted from Affiliate Accruals. During the term of this Agreement, Brucepoker grants You a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling Your obligations under this Agreement.

    5.4 COMPETITIVE MARKETING: You shall not market the Site and/or Brucepoker or Brucepoker Services or Brucepoker Marks in any way whatsoever, unless such activities are approved in writing by Brucepoker (i) on any website on which Brucepoker promotes any of the Sites; (ii) on or through any Internet search engine on or through which Brucepoker promotes any of the Sites; and (iii) in any other manner that results in You competing with Brucepoker in relation to the promotion of any of the Sites or (iv) otherwise where Brucepoker requests that You cease the same.

    5.5 SUB-AFFILIATES. You may refer other persons to Brucepoker so that they may also apply to join Brucepoker’s Affiliate Network. If any such person successfully joins Brucepoker’s Affiliate Network Brucepoker will pay You in respect of the activities of such Sub-Affiliate in accordance with the Payment Plan, provided that You register them through the “Register Sub-Affiliate” function within the Affiliate Area of the Website. You will only receive credit for sub-affiliates that comply with all applicable terms of this Agreement. Any person registered as an Affiliate cannot subsequently be reclassified as a Sub-Affiliate. You shall not:

        1. Register Yourself or any person controlled by You as Your own Sub-Affiliate

        2. Use fictitious or alias names for the registration of Sub-Affiliates

        3. Attempt to introduce any addition or variation to Brucepoker’s terms in relation to any potential Sub-Affiliate

        4. Receive Payment on behalf of Your Sub-Affiliate(s) and for the avoidance of doubt, the payment and contractual relationship in regard to the Affiliate Network shall remain between the Sub-Affiliate and Brucepoker.

    5.6 COMMERCIAL USE ONLY. This marketing opportunity is for commercial use only. You shall not register as a Player or make deposits to any Player Account (directly or indirectly) through Your Tracker(s) (or any Sub-Affiliate's tracker(s)) for Your own personal use and/or the use of Your relatives, friends, employees, servants, agents or advisors, or otherwise attempt to artificially increase the Affiliate Accruals payable to You or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.

    5.7 PLAYER INFORMATION. Brucepoker reserves the right to refuse service to any potential Player and to close the Player Account of any Player, at any time, in its sole discretion. All data relating to the Players shall, as between You and Brucepoker, remain Brucepoker’s exclusive property and You acquire no right to such information except pursuant to Brucepoker’s express written instructions.

    5.8 TRADEMARKS AND DOMAIN NAMES. You acknowledge that Brucepoker owns all Intellectual Property Rights comprised in any and all of the Marketing Materials, Brucepoker Services, the Site and Brucepoker Marks. Any use of any trade mark, domain name or trade name that contains, is confusingly similar to or is comprised of Brucepoker Marks (other than in accordance with the terms of this Agreement) without Brucepoker’s prior written permission shall be unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, You may not register or use any of the Brucepoker Marks in any part of any domain name. You agree that all use by You of Brucepoker Marks inures to Brucepoker’s sole benefit and that You will not obtain any rights in Brucepoker Marks as a result of such use. You shall not register or attempt to register any trade marks or names that contain, are confusingly similar to or are comprised of Brucepoker Marks, and You hereby agree to transfer any such registration obtained by You to Brucepoker upon demand. You further agree not to attack ownership of and title to Brucepoker Marks in any way.

6. REPORTS & PAYMENTS

    6.1 REPORTS: Brucepoker will track and report Player activity for purposes of calculating Your Affiliate Accruals. The form, content and frequency of the reports may vary from time to time in Brucepoker’s sole discretion. Generally, You will receive a monthly report with Your payment indicating the number of new Real Money Players that signed up that month per Tracker and/or the total amount due to You after any deductions or set offs that Brucepoker is entitled to make under this Agreement. In addition, daily reports may be available online for You to view new Real Money Players per Tracker. Brucepoker hereby excludes any and all liability for the accuracy or completeness of any such reports.

    6.2 AFFILIATE ACCRUALS: Subject to Section 6.4 below, Affiliate Accruals will be paid to You on a calendar month basis in accordance with the Payment Plan after You have completed the registration process and/or where Brucepoker has activated additional Trackers.

    6.3 SUB-AFFILIATE ACCRUALS: Subject to Section 5.6, You will receive, in accordance with the Payment Plan and Section 6.4 below, Your commission on the Affiliate Accruals due and payable to Your Sub-Affiliate(s) for Real Money Players as they refer to Brucepoker Sites.

    6.4 MINIMUM PAYMENT AND TIME OF PAYMENT: All Affiliate Accruals generated through Your Payment Plan will be paid into Your Affiliate Cashier Account within fifteen (15) days of the close of each calendar month. Brucepoker may impose reasonable restrictions on the frequency and amounts that can be cashed out of Your Affiliate Cashier Account for administrative convenience and/or to protect the security of Your account. In the event, the balance due to you is carried over for a period of three (3) consecutive months AND the balance due to you does not exceed US $50 during this period, then the amount due to you will be voided and cancelled, and Brucepoker has the right to terminate your affiliate agreement.

    6.5 HOLDOVER FOR FRAUD TRAFFIC: In the event that, in Brucepoker’s sole discretion, Brucepoker suspects any Fraud Traffic, then Brucepoker may delay payment of the Affiliate Accruals to You for up to one hundred and eighty (180) days while Brucepoker investigates and verifies the relevant transactions. Brucepoker is not obligated to pay Affiliate Accruals in respect of Real Money Players who, in Brucepoker’s sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that Brucepoker determines any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in Brucepoker’s sole discretion Brucepoker may: (i) pay the Affiliate Accruals in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit Your future Affiliate Accruals in respect of Fraud Traffic (as appropriate).

    6.6 METHOD OF PAYMENT: All payments will be due and payable in United States Dollars or such other currency as Brucepoker will determine. Payment will be made in whatever fashion Brucepoker decides; however, Brucepoker will use reasonable endeavours to accommodate Your preferred payment method. Charges for wires or courier charges for checks will be covered by You and deducted from Your Affiliate Accruals. For the avoidance of doubt, Brucepoker has no liability to pay any currency conversion charges or any charges associated with the transfer of monies to Your Affiliate Cashier Account.

    6.7 PLAYER TRACKING: You understand and agree that potential Real Money Players must link through using Your Tracker ID or use Your sign-up bonus code in order for You to receive Affiliate Accruals. In no event is Brucepoker liable for Your failure to use Trackers or for potential Real Money Players failing to properly enter valid sign-up bonus codes. Notwithstanding any other provision herein, Brucepoker may at any time and in Brucepoker’s sole discretion alter Brucepoker’s tracking system and reporting format.

    6.8 DISPUTES: If You disagree with the monthly reports or amount payable, You must NOT accept payment for such amount and immediately send Brucepoker written notice of Your dispute. Dispute notices must be received within thirty (30) days of Brucepoker making available Your monthly report or Your right to dispute such report or payment will be deemed waived and You shall have no claims in such regard. Further, deposit of payment check, acceptance of payment transfer or acceptance of other payment from Brucepoker by You will be deemed full and final settlement of Affiliate Accruals due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of Your Affiliate Accruals Brucepoker reserves the right to correct such calculation at any time and to reclaim from You any overpayment made by Brucepoker to You.

    6.9 MONEY LAUNDERING: You shall comply with all applicable laws and any policy you are notified of by Brucepoker through Brucepoker’s Site or otherwise in relation to money laundering and/or the proceeds of crime.

    6.10 PAYMENT PLAN:

        6.10.1 Affiliate Accruals: Payments to You are calculated based on Net Generated Revenue (“NGR”) by Real Money Players. The Percentage Payment Plan is based on 3 tiers of performance.

            Net Generated Revenue by Real Money Players Payment to You

            $1 - $10,000 25%

            $10,001 - $20,000 30%

            $20,001 and over 35%

        6.10.2 Sub-Affiliate Accruals: Payments to You are calculated based on what is paid to Your Sub-Affiliates.

            Sub-Affiliate Revenue payable to You is equal to 20% of the Accruals that are paid to your Sub-Affiliates

7. TERM AND TERMINATION

    7.1 TERM AND TERMINATION: This Agreement will take effect when You indicate Your acceptance of these terms and conditions by checking the box on the Affiliate Sign Up Form and will continue until terminated in accordance with the terms of this Agreement.

    7.2 TERMINATION BY YOU. You may terminate this Agreement, with or without cause, immediately upon written notice to Brucepoker. You must send this written notice via E-Mail, with ‘Terminate Brucepoker Affiliate Agreement’ in the subject line, to Affiliates@BrucepokerPoker.com. For the avoidance of doubt, termination of the Agreement will end Your participation in the entire Affiliate Network. You may not terminate any Site in isolation.

    7.3 TERMINATION BY Brucepoker. Brucepoker may terminate this Agreement, without cause at any time, upon written notice to You. Brucepoker may send such written notice via E-Mail to such E-Mail address You provided to Brucepoker or by fax to such fax number You may have provided to Brucepoker. In the event Brucepoker terminates this Agreement, Brucepoker shall be entitled to automatically render any Trackers inoperative immediately .

    7.4 AUTOMATIC TERMINATION BY Brucepoker (IF YOUR ACCOUNT IS INACTIVE). If Your Affiliate Cashier Account is Inactive, Your Agreement and participation in the Affiliate Network will automatically terminate. In this Section, “Inactive” means where (i) You have not generated sufficient Affiliate Accruals to trigger a payment into Your Affiliate Cashier Account or You have not cashed out any funds (through a withdrawal or a transfer to a Player Account) for one-hundred-and-eighty-three (183) days or more; or (ii) You have failed to respond to any verification mails sent to You within a reasonable time, as determined solely by Brucepoker. Where automatic termination occurs, any funds remaining within Your Affiliate Cashier Account will revert to Brucepoker.

    7.5 EFFECT OF TERMINATION. The following will apply where Brucepoker terminates this Agreement:

        1. You shall stop promoting the Sites and all rights and licenses given to You under this Agreement will terminate immediately.

        2. You shall return all confidential information and cease use of any of Brucepoker Marks and the Marketing Materials.

        3. Brucepoker may leave open, redirect or deactivate any Trackers in Brucepoker’s sole discretion without any obligation to pay You for Players who subsequently become Real Money Players.

        4. Provided that Brucepoker has paid or does pay to You such sums as are due at the date of termination that shall be subject to any rights Brucepoker has to make deductions hereunder, Brucepoker will have no further liability to pay You any further sums.

        5. Sections 2, 3.5, 3.8, 4.5, 5.4, 6, 7, 8, 9, 10, 11, 12, 13 and such other provisions as are necessary for the interpretation or enforcement of this Agreement shall survive any termination or expiry of this Agreement.

8. INDEPENDENT INVESTIGATION AND RESEARCH: YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE SITE OR SERVICES AND YOU UNDERSTAND THAT GAMBLING LAWS MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS THAT APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN BRUCEPOKER’S AFFILIATE NETWORK WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.

9. LIMITATIONS OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, SHALL BRUCEPOKER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, PARTNERS, OR LICENSORS, BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF INCOME, USE, DATA, GOODWILL OR OTHER INTANGIBLES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING OUT OF OR IN CONNECTION WITH RESPECT TO THE AFFILIATE NETWORK, SITES, BRUCEPOKER WEBSITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR TO THE BRUCEPOKER SITES. IN ADDITION, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THERE IS NO REPRESENTATION OR WARRANTY WHAT SO EVER THAT THE WEBSITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO Brucepoker BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING, EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT. FURTHERMORE, NEITHER Brucepoker (NOR ANY OF Brucepoker’S PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.

Notwithstanding the foregoing, if Brucepoker or its officers, directors, employees, shareholders, parents, subsidiaries, affiliates, agents, partners or licensors should be found liable for any loss or damage which arises out of or is in any way connected to the Site, the liability of Brucepoker, or its officers, directors, employees, shareholders, parents, subsidiaries, affiliates, agents, partners or licensors shall in no event exceed the revenues generated and payable to You in relation to the Site(s) that the dispute relates to over the previous 12 months at the time that the event giving rise to the liability arose.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

    9.1 BILLING AND COLLECTION LIMITATIONS: Brucepoker may, in its sole discretion, use any available means to block, restrict, remove or discount from Your tracker certain Real Money Players, deposits or play patterns or reject the applications of potential Real Money Players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. Brucepoker does not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.

    9.2. SET OFF: Without prejudice to any other rights or remedies available to Brucepoker under this Agreement or otherwise, Brucepoker shall be entitled to set off any payments otherwise payable by Brucepoker to You hereunder, against any liability of You to Brucepoker, including any claims Brucepoker has against You resulting from or arising from, Your breach of this Agreement.

10. OPERATION OF AFFILIATE ACCRUALS: During the term of Your Agreement, there may be circumstances which require changes to the treatment of Your Affiliate Accruals. Brucepoker reserves the right to make such changes at its sole discretion, acting reasonably.

    10.1 NON-ASSIGNMENT. You acknowledge and agree that Trackers are for Your sole use and You shall not assign or sub-license (as appropriate) the Tracker IDs, Bonus Codes nor any Affiliate Accruals to any third party without Brucepoker’s prior written consent.

    10.2 SALE OR TRANSFER OF ACCRUALS: You have the right to sell Your Affiliate Accruals provided that You complete a Sale/Transfer Application Form which will be provided to You upon Your request.

    10.3 SUCCESSION: In the event of Your death or permanent incapacity, Brucepoker requires a copy of the death certificate or a registered medical physician's statement and any other documents relating to administration or guardianship of Your estate as proof of Your successor's or guardian's (jointly referred to as “Beneficiaries”) entitlement. In this event, any of Your income rights and/or the value of Your Account may be passed to Your Beneficiaries. Your Beneficiaries must submit a written application supported by the necessary documentation including a death certificate or registered medical physician's statement, for consideration by Brucepoker. Approval of this application shall not be unreasonably withheld. Transfers will only be approved if the Beneficiaries agree to assume Your responsibilities and obligations as outlined in these Terms and Conditions.

11. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of The Netherlands Antilles without giving effect to conflicts of law principles. The parties submit to the exclusive jurisdiction of the Courts of Netherlands Antilles for the settlement of any disputes arising out of or concerning this Agreement. This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

12. TAXES: You are solely responsible for reporting and paying any taxes as required by the governing law of Your country of residence.

13. MISCELLANEOUS

    13.1 NOTICES: All notices pertaining to this Agreement will be given by E-Mail to You at the E-Mail address provided by You on the Affiliate Sign Up Form (or as subsequently updated by You to Brucepoker in the event of change). Any notice sent by E-Mail shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.

    13.2 RELATIONSHIP OF PARTIES: There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between You or Brucepoker under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

    13.3 NON-EXCLUSIVE: You understand that Brucepoker 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 in this Agreement and that such Affiliates may be similar, and even competitive, to You. You understand that Brucepoker may re-direct traffic and users from any of the Sites to any other online site that Brucepoker deems appropriate in its sole discretion, without any additional compensation to You.

    13.4 CONFIDENTIALITY AND NON DISCLOSURE: As an Affiliate, You may receive confidential information from Brucepoker, including confidential information as to Brucepoker’s marketing plans, marketing concepts, structure and payments. This information is confidential to Brucepoker and constitutes Brucepoker’s proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without Brucepoker’s prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).

    13.5 PRESS: You may not issue any press release or other communication to the public with respect to this Agreement, Brucepoker Marks or Your participation in this Affiliate Network without Brucepoker’s prior written consent, except as required by law or by any legal or regulatory authority.

    13.6 DEFAULT INTEREST: Subject to Section 9.2, if Brucepoker fails to pay You by the due date any amount payable by Brucepoker under this Agreement, You shall be entitled but not obliged to charge Brucepoker interest on the overdue amount, from the due date up to the date of actual payment, at the maximum rate of 6 per cent per annum.

    13.7 THIRD PARTY RIGHTS: Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under any law or statute or in equity to rely upon or enforce any term of this Agreement.

    13.8 OTHER: The failure of Brucepoker to exercise or enforce any right or provision of this Agreement shall not constitute a waiver or relinquishment of such right or provision, or any other right or provision. If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

14. VIOLATIONS: Please report any violations of this Agreement by any party to affiliate@brucepoker.com.

    THIS AGREEMENT WAS LAST UPDATED ON JUNE 26th, 2009.