Poker Wingman Affiliate Program Terms & Conditions

This Agreement contains all of the terms and conditions between Magnum Digital Media Ltd. ("Magnum"), the makers of Poker Wingman odds calculator software, and the individual or organization (the "Affiliate") participating in the Poker Wingman Affiliate Program (the "Program").

“Poker Wingman Basic” is the shareware version of Poker Wingman, which can be freely distributed by an Affiliate. “Poker Wingman Pro” is the retail version of Poker Wingman, which is sold exclusively by Magnum on the “Websites”, which includes but is not limited to www.pokerwingman.com.

 “Downloader” is defined as a person or entity that downloads Poker Wingman software from an Affiliate's marketing collateral, such as a website. "Customer" is defined as a person or entity that purchases Poker Wingman Pro software from an Affiliate's marketing collateral, such as a website.

1. Enrollment in the Program

1.1 To begin the enrollment process, a potential Affiliate will submit a complete Program application via the Website.

1.2  Magnum will evaluate the application in good faith and will notify the potential Affiliate of their acceptance or rejection to the Program.

1.3  Magnum may reject any application if they determine, at their sole discretion, that the potential Affiliate is unsuitable for the Program.

Unsuitable sites include, but are not limited to, those that:

a.  Infringe trademark rights of ours or any third parties or otherwise violates the rights of any third party
b.  Contain sexually explicit materials
c.  Contain hate/violent/offensive content
d.  Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
e.  Promote illegal activities or otherwise violate any applicable laws, including those targeting spyware or SPAM
f.  Violate any intellectual property rights
g.  Otherwise are considered offensive or inappropriate

1.4  If Magnum rejects an Affiliate application, the Affiliate may re-apply to the Program at any time. If Magnum accepts an Affiliate application and thereafter determines that an Affiliate site is unsuitable for the Program, Magnum may terminate this Agreement in accordance with Section 5 of this Agreement.

2. Magnum’s Rights and Obligations

2.1 Promotion of the Affiliate relationship - Magnum will make a variety of graphics and textual links available for placement on the Affiliate’s website(s).

2.2 Track Downloads - Magnum will create a unique version of Poker Wingman Basic software, which contains the Affiliate ID or tracking code, for free distribution on the Affiliate’s website. Whenever a site visitor downloads Poker Wingman Basic, the Affiliate will be credited with a “download”.  Magnum will track the Affiliate’s number of downloads and will supply reports summarizing download activity to the Affiliate.

2.3 Track Software Sales – Magnum will track sales of Poker Wingman Pro that came directly from an Affiliate’s website or their unique version of Poker Wingman Basic. Magnum will supply reports summarizing sales activity to the Affiliate.

2.4 Provide Reports - The form, content and frequency of the reports may vary from time to time at Magnum’s sole discretion. The activity report will be delivered via email and consists of a spreadsheet that lists downloads and software sales generated by Affiliate's marketing efforts, and any commissions earned on net revenues from software sales.

2.5 Pay Commission Fees - Magnum will pay Affiliate commission fees as set out in Section 4.

3. Affiliate’s Rights and Obligations

3.1 Affiliate shall use best commercially reasonable efforts to actively and effectively advertise, market and promote Poker Wingman as widely and aggressively as possible in order to maximize the financial benefit to both Affiliate and Magnum.

3.2 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 Magnum and the Poker Wingman brand.

3.3 Affiliate shall ensure that the correct tracking is utilized on their website. Magnum is not responsible for commission fees generated from referrals with incorrect or incomplete referral information.

3.4 Affiliate shall not purchase any domains or bid on any keyword phrases that include “Poker Wingman”, “Blackjack Wingman”, “Wingman”, in any pay per click (PPC) search engine.

3.5 Affiliate shall not utilize derivatives of “Poker Wingman”, “Blackjack Wingman”, “Wingman”, in URLs and directory names for the intention of search engine optimization.

3.6 Affiliate shall not set up any site redirects from any page on their website or network of websites so that the page goes directly to www.pokerwingman.com

3.7 Affiliate shall not optimize any page of their website(s) for keyword or keyword phrases that include, but are not limited to, “Poker Wingman”, “Blackjack Wingman”, and “Wingman in any format. This includes, but is not limited to, meta tags, headers and body content.

3.8 Affiliate shall not establish any social network domains such as MySpace or Facebook, blog domain, profile name or display name containing any variation of “Poker Wingman”, “Blackjack Wingman”, and “Wingman”.

3.9 Affiliate shall not place banners or links within unsolicited email, unauthorized newsgroup postings, chat rooms or through the use of "bots".

3.10 Affiliate shall not distribute or sell Poker Wingman Pro directly to Customers without express written permission from Magnum.

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

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

3.13 Affiliate will cooperate fully with Magnum in utilizing and maintaining links and other promotional tools as supplied by Magnum. 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 the graphical or textual links provided by Magnum in prominent sections on their website(s);
c. Update the graphical or textual links with new content provided by Magnum from time to time throughout the term of this Agreement.

4. Commission Fees

4.1 Commission Fee Calculation - Magnum will pay Affiliate on a monthly basis according to the payment type selected by the Affiliate during the registration process.

4.2 Revenue share model - Magnum will pay the Affiliate a percentage of the Net Revenue from Software Sales generated as a result of a direct referrals by the Affiliate:

Number of Downloads/Month	Commission Rate
Up to 1000	25%
1001-2500	30%
2501-5000	35%
5001+	40%

4.3 Net Revenue is defined as revenue from sales of software through Magnum’s online shopping cart, less all ecommerce and payment processing fees.

a. For example, if the Retail Price of the software is $39.99, the net revenue to Magnum after all ecommerce fees is $35.19/unit. The Affiliate is paid a one-time commission at 25% of $35.19/unit, or $8.80/unit.

4.4 Refunds and Chargebacks - If a Customer requests a refund or issues a chargeback, the commission paid to the referring Affiliate is deducted from the Affiliates account in the next monthly statement.

4.5 Commission Payments - Magnum shall pay Affiliates monthly for commissions earned in the previous calendar month. Payment for the preceding month shall be processed by the 15th day of each month.

a. If Affiliate commissions earned do not exceed fifty dollars ($50.00 USD) in any given month, then payment will be carried over to the following month until they exceed $50.00 USD.

4.6 Affiliate will be solely responsible for, and will file on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state/provincial or local tax authority with respect to the Commission paid under this Agreement.  No part of Affiliate’s Compensation will be subject to withholding by Company for the payment of any social security, federal, state/provincial or any other employee payroll taxes. 

4.7 Payment Methods - Payments will be made through the following methods: NETeller (non-US only); Moneybookers (US only); Paypal (US and International), Bank Wire ($25 transfer fee); Check by Mail (US only). It is the responsibility of the Affiliate to select the method of payment and to pay transaction fees associated with their selected payment.

4.8 Referral fees and commissions are based upon our good faith calculation based on our statistics and tracking methods.

4.9 Duplicate Accounts and Self-Referral - Affiliate shall not open more than one Affiliate account without prior written consent from Magnum.

4.10  Traffic generated illegally will not be commissionable.

5. Terms & Termination

5.1 Effective Date - The term of this Agreement begins on the Effective Date, which is the date at which Magnum provides written confirmation to an Affiliate of their acceptance into the Program.

a. Affiliate performance will be reviewed annually on or around the Effective Date.

5.2 Termination - Either Magnum or Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party at least 30 days written notice of termination by email to affiliates@pokerwingman.com.

a. Magnum may terminate this Agreement immediately without prior notice if they determine that an Affiliate site is unsuitable. Unsuitable sites include those that are aimed at children; promote sexually explicit materials; promote violence; promote discrimination based on race, sex, religion, nationality, sexual orientation or age; promote illegal activities; or violate intellectual property rights.
b. Magnum has the right to terminate the agreement without prior notice if Affiliate breaches any terms or conditions of this agreement.

5.3 Upon termination of the agreement:

a. All rights and licenses granted to Affiliate shall terminate immediately.
b. Affiliate must remove all Poker Wingman banners from their site and disable any links to Poker Wingman from their site.
c. Affiliate will be entitled to unpaid commission fees, if any, earned by on or prior to the date of termination. Affiliate will not be entitled to referral fees occurring after the date of termination.
d. If Affiliate has failed to fulfill their obligations and responsibilities, Magnum will not pay any referral fees otherwise owed on termination.
e. Affiliate will return to Magnum any confidential information, and all copies of information in their possession, custody and control. Affiliate will cease all uses of any trade names, trademarks, service marks, logos and other designations of Magnum.
f. Affiliate and Magnum will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination.

5.4 Modification - Magnum may modify any of the terms and conditions contained in this Agreement, at any time and at their sole discretion, by notifying the Affiliate via email, or by posting a notice or a new agreement on the website(s).

a. Modifications may include, for example, changes in the scope of available commission fees, fee schedules, payment procedures, and program rules.
b. If any modification is unacceptable to the Affiliate, their only recourse is to terminate this Agreement. The Affiliate’s continued participation in the Program following notice of a change in the Terms and Conditions will constitute binding acceptance of the change.

6. Magnum’s eDM Policies

6.1 Magnum employs strict eDM (email direct marketing) guidelines and policies for affiliates, media and other third parties. In joining the Program, Affiliates agree to adhere to Magnum’s eDM policies:

a. Affiliates must abide by CAN-SPAM and FCC regulations and employ best practices in all marketing email communications.
b. Magnum prohibits the use of unsolicited email (spam), spamvertising, phishing and spoofing.

6.2 Affiliates that conduct unauthorized eDM communications containing any of Magnum’s brands are subject to Magnum placing their Affiliate account under review and withholding all funds otherwise due pending investigation.

7. Confidentiality

7.1 During the term of this Agreement, Affiliate may be entrusted with Confidential Information relating to the business, operations, or underlying technology of our Customers and/or the Affiliate Program.

7.2 Affiliate agrees to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties without prior written consent by Magnum.

7.3 Affiliate's obligations with respect to Confidential Information shall survive the termination of this Agreement.

8. No Representation or Guarantee Regarding Income

8.1 Affiliate agrees, understands and acknowledges that Magnum, it's sub entities, it's agents, it's officers, it's directors, it's shareholders, it's employees, and/or accountants have made no representation of any nature whatsoever to Affiliates and/or "Affiliate's agents, servants and/or employees regarding profits, income, or money which Affiliate may obtain or generate from the Service and/or from entering into this "Agreement" and/or from marketing and/or promoting any version of this Service, and/or form any other matter relating to this "Agreement" and/or to the subject matter of this "Agreement".

8.2 Any expression by Magnum in this regard is an expression of opinion only and the Affiliate agrees, understands and acknowledges that they have not been induced to, and/or persuaded thereby to, enter into this "Agreement" and that the Affiliate has entered in to the Agreement of their own free will and choice, without any force or duress, and only after thorough, complete, full, and thoughtful investigation and after obtaining independent advice and counsel from their accountant, their attorney, and their financial advisors.

9. Relationship of Parties

9.1 Magnum and Affiliate are independent contractors, and no terms in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

9.2 Affiliate will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health, life insurance, profit-sharing or retirement benefits, paid vacation, holidays or sick leave. 

9.3 Affiliate does not have authority to make or accept any offers or representations on behalf of Magnum.

10. Indemnity

10.1 Affiliate shall defend, indemnify, and hold Magnum directors, officers, employees, shareholders and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with:

a. Any breach of warranty, representation, or agreement contained in this Agreement; or
b. The performance of Affiliate duties and obligations under this Agreement; or
c. The Affiliate’s negligence; or
d. Any injury caused directly or indirectly by Affiliate’s negligent or intentional acts or omissions, or
e. The unauthorized use of Magnum content, banners or links.

11. Disclaimers

11.1 Magnum makes no express or implied warranties or representations with respect to the Affiliate Program, or referral fees and commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage).

11.2 Magnum makes no express or implied warranties that the operation of the Software or Website will be uninterrupted or error-free.

12. Limitation of Liability

12.1 Magnum will not be held liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the commission program.

12.2 Any liability arising under this Agreement will be limited to commissions paid to an Affiliate and is limited to direct damages.

12.3 Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. 12.4 Our obligations under this Agreement do not constitute personal obligations of our directors, officers, employees or shareholders.

13. Independent Investigation

13.1 Affiliate acknowledges that they have read this agreement and agree to all its terms and conditions.

13.2 Affiliate acknowledges that they have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee or statement other than set forth in this agreement.

14. General Provisions

14.1  Governing Law - This Agreement will be governed by the laws of Malta, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in Malta and Affiliate irrevocably consents to the jurisdiction of its courts.

14.2 Successors and Assigns - The rights and obligations of Magnum under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Magnum.  Affiliate may not assign its rights, subcontract or otherwise delegate its obligations under this Agreement without Magnum’s prior written consent. 

14.3  Non-Waiver – Magnum’s failure to enforce Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of Magnum’s right to subsequently enforce such provision or any other provision of this Agreement.

14.4  Severability/Waiver - Whenever possible, each provision of this Agreement shall 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.

14.5  Headings - The headings used in connection with the paragraphs and subparagraphs of this Agreement are inserted only for purposes of reference. Such heading shall be not deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this Agreement, not shall such headings otherwise be given any legal effect.

IN WITNESS WHEREOF, Affiliate expressly agrees to the terms and conditions of this Agreement by clicking the "Join Now" button on the Affiliate Registration Form page.

If you have any questions, contact affiliates@pokerwingman.com.