Poker Sharpener Affiliate Agreement - Terms and Conditions

For purposes of clarity, the terms "we" and "us" refer to Heads Up Software and "you" and "Affiliate" refers to the other party to the contract formed by the acceptance of these Terms and Conditions. The contract provides you with the non-exclusive right to direct users ("Visitors") from your site or sites to the Poker Sharpener website, in return for the payment of commissions as specified below.

To begin the enrolment process, you will submit a complete Affiliate Application form. We will evaluate your application in good faith and will notify you of your acceptance or rejection, usually within one business day. We may reject your application if we determine, in our sole discretion, that your site is unsuitable for the Program. Unsuitable sites include but are not limited to, for example, sites that:

·         Promote violence
·         Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
·         Promote unlawful activities
·         Promote the use of bulk e-mail or "Spam"
·         Promote the use of multi-level marketing (MLM)
·         Contain content that is threatening, defamatory, fraudulent,  or harassing
·         Violate intellectual property rights

We grant you a non-exclusive, revocable right to use our present banners and other such images for which we grant express permission, for the purpose of identifying your site as a program participant and linking to our site. You may not modify the banners or any of our images in any way without our express permission.

We reserve all of our rights to our trade names and trademarks and all other intellectual property rights.

SPAM (unsolicited email)

We will not tolerate the sending of unsolicited bulk emails which promote, or make reference to Heads Up Software, or any of its associated companies, products, partners, or employees. Affiliates may send emails that include their affiliate link to members of their own OPT-IN newsletters or mailing lists. Other prohibited forms of advertising include posting affiliate links in newsgroups and forums that you do not own or operate. In addition, Affiliates may not advertise in any way that effectively conceals or misrepresents their identity, their domain name or their return email address. Placing your affiliate link on any web page that you do not own or operate is strictly prohibited.

Any Affiliate who, in our opinion, breaches this ruling will have their Affiliate status cancelled immediately and any and all outstanding commissions WILL BE FORFEITED. Affiliate will also be in violation of the Heads Up Software Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by Heads Up Software.

UNPROFESSIONAL CONDUCT

Heads Up Software and its associated companies operate with the strictest codes of professional conduct. Any Affiliate who brings Heads Up Software or its associates into disrepute, or who promotes any form of slander, racism, or unfair business practices, will have their Affiliate status cancelled and any outstanding commissions WILL be forfeited.

We reserve the right to reject any affiliate application if in our opinion, that person or company violates established laws or commonly held standards of decency.

An affiliate who ignores warnings to cease and desist any activities we deem negligent, inappropriate, or harmful to Heads Up Software and or other affiliates will be terminated.

ORDER PROCESSING

As between you and us, Heads Up Software will be solely responsible for fulfilling all orders for its products and payment processing, and customers who buy products through the affiliate marketing program will be deemed customers of Heads Up Software. Accordingly, all rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice. We reserve the right to reject any order that does not comply with our rules, operating procedures and policies.

You do not have the authority to make or accept any offer on our behalf.  We are not responsible for any representations made by you which contradict our policies.

TRACKING OF SALES

When you sign-up as an affiliate you'll be given a unique affiliate ID, which is the same as the number at the end of your tracking URL that you use to link to our site. We store this ID in a cookie on the customer's machine when they use your link to tell us where a referral has come from in order to credit that account ID accordingly. All traffic from any affiliate site will be tracked for 60 days. Affiliates will be credited with any sales or signups of new customers that occur within these 60 days provided they are the last affiliate to refer that customer.

We will be solely responsible for tracking sales we make to customers who follow links from your website. Heads Up Software will make every reasonable effort to track and pay commissions for all sales that apply to Affiliate. However, Heads Up Software is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish this service. Affiliate understands that Affiliate tracking can never be 100% accurate and Heads Up Software is not responsible for potential inaccuracies that might occur technical and otherwise.

In the event an individual or entity visited more than one Affiliate of Heads Up Software prior to purchasing products from or undertaking some other specified action on our Web site, the Affiliate operating the last web site from which such individual or entity clicked through to our Web site shall be the only party entitled to receive an Affiliate commission.

Statements of your sales activity will be available to you by logging in to your affiliate account with your username and password. Only two entities may access your stats and affiliate information. That would be you, and us (Heads Up Software).

LINKS

We will provide you with a unique identifying URL for you to link to. Each sale or referral that is generated from this URL will be attributed to you. You will have access to your own private section to check your stats in Real Time. Your links to the unique URL can be text links or banner links, or a combination of the two, at your sole discretion. If you choose banner links, you must use our banners. We will provide you with a URL of all our banners, from which you can freely choose. You may add as many links to Poker Sharpener as you wish, or remove such links, at anytime and without prior approval from us.

You will be responsible for integrating the Links into your site to properly enable tracking sales, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.

We reserve the right to remove inactive affiliates from participation in the program. An affiliate is considered inactive if there has been little or no “click-throughs” produced for a period of sixty days.

We have NO responsibilities with regard to your site. Heads Up Software shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or the program. In addition, Heads Up Software's aggregate liability arising under or with respect to this agreement or the program shall in no event exceed total referral fees paid or payable to the affiliate under this agreement.

COMMISSION AND PAYMENT

We will pay the owner of the sponsoring web site an amount determined by us for referring to us a new customer who purchases a  Poker Sharpener license, for software delivered to an end-user by us that was initiated as a direct referral using the appropriate special link, including the unique Affiliate ID from the sponsoring Web site.

Poker Sharpener customers have the choice of purchasing a license or getting a free license via one of our signup offers. Whichever the method new customers tracked to your affiliate account use to obtain their license you get paid for it. The more volume you do the more each transaction is worth. The following provides a detailed breakdown of the monthly pay out schedule:

Payment schedule for New Customers each month:

# Customers that month	Affiliate is Paid Per Purchase	Affiliate is Paid Per Completed Signup
1-10	$20 USD	$30 USD
11-30	$25 USD	$35 USD
31+	$30 USD	$50 USD

Commissions are paid monthly and will be processed within ten business days after the end of each month. By default payments will be made via PayPal so when signing up you will be asked to enter the email address of your existing PayPal account. If you don't have one yet that's not a problem, you can set one up for free. Commission totals of less than $50 USD are carried over to the next month until your balance is $50 USD or more. Affiliate may also choose a higher minimum payout amount. Amounts credited to the affiliate’s account will not bear interest. If a sale is cancelled or refunded, the related commission will be deducted from a subsequent payment.

You may purchase products from Heads Up Software for your own personal use through your Affiliate links, thus giving you an effective discount. You may not however join the affiliate program just to gain a personal discount. If this agreement is terminated prior to the affiliate qualifying for their first payment ($50 US or more) then no payment is due to the affiliate upon termination.

Heads Up Software reserves the right to delay payment to affiliates for a reasonable time period to investigate when fraudulent activity is suspected. Unusually high charge backs are one example that could cause such an investigation. In the event that the affiliate participates in or encourages fraudulent activities to generate commissions this agreement is terminated and no further payment is due to the affiliate.

TERM OF THE AGREEMENT

The term of this agreement will begin upon our acceptance of your affiliate program application and your placement of our banner or textual link on your site and will be continuous until terminated by either party. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

You can only earn referral fees on sales occurring during the term. Payment of monies owed you will be payable on the same schedule as stated above for commission payment provided that you have fulfilled your obligations and responsibilities. If the affiliate is in breach of this agreement no monies will be owed to the affiliate. If this agreement is terminated prior to the affiliate qualifying for their first payment ($50 US or more) then no payment is due to the affiliate upon termination. If we continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.

Upon termination you and we 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 which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination.

Upon termination of this agreement all rights and licenses given to you in this Agreement shall immediately terminate, and the Affiliate must remove all Affiliate links and graphics from its web site, and refrain from publishing same in any manner whatsoever.

RELATIONSHIP OF PARTIES AND INCOME TAX LIABILITY

You and We are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Neither party has the authority to enter into Agreements of any kind on behalf of the other party. You may not in any manner misrepresent or embellish the relationship between you and us, nor may you express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Heads Up Software supports, sponsors, endorses or contributes money to any charity or other cause).

The relationship specified in this Agreement is non-exclusive for both parties; therefore, you shall be entitled to display the banners of, and provide links to, sites of other companies through the Affiliate site, and Heads Up Software shall be entitled to make our banners available through online and other services than the Affiliate site.

It is the Affiliate's responsibility to declare taxes from their Affiliate's profits, according to their country's regulations. Heads Up Software will not issue any forms relating to this matter.

If Goods and Services Tax (GST) , Value Added Tax (VAT), or any other sales tax or turnover tax is chargeable, you are responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the services are provided and you acknowledge that the payments that you receive shall be deemed to include all GST, VAT, sales tax, or turnover tax.

MODIFICATION AND ASSIGNMENT

Heads Up Software reserves the right to amend this agreement as needed from time to time, and Affiliate agrees that any such amendment will apply to Affiliate. The continuation of Affiliate status or Affiliate's acceptance of income or bonuses shall constitute Affiliate's acceptance of any and all amendments. Such amendments will be placed into effect by posting a new agreement on our web site.

Heads Up Software may assign this Agreement or any of its rights or delegate any of its duties under this Agreement, without the prior written consent of the Affiliate. Except as otherwise provided herein, the Affiliate may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement, without the prior written consent of Heads Up Software. Any purported assignment or delegation without such required consent shall be null and void.

PRIVACY POLICY

We only use the information you submit to maintain your account. That is, to make your commission payments and to communicate changes in OUR product offerings. We will NOT email you with any other company's products.  We WILL notify you of new banners and or text links to facilitate promotion of Heads Up Software. We Do Not Now nor Will We in the future, Sell, Rent or otherwise make your personal information available to anyone.

Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.

SEARCH ENGINES AND PAY PER CLICK

We operate a site-based Affiliate Program, as opposed to one which is exclusively search-based. Meaning, an affiliate cannot engage in search marketing or Pay Per Click advertising on behalf of Heads Up Software or any of its related sites. All traffic from search engines must link to the affiliate site, rather than directly to a Heads Up Software site. The affiliate site must be owned and/or operated by you and cannot consist merely of links to a Heads Up Software site, instead it should provide a user-experience distinct from that available on a Heads Up Software site (for example, it may include unique content or services). Furthermore, any of the following activities are strictly prohibited:

Bidding on the Heads Up Software service marks “HEADSUPSOFTWARE.COM”, “HEADS UP SOFTWARE“, “HEADSUPSOFTWAREDOTCOM”, “POKERSHARPENER.COM”, “POKER SHARPENER”, “POKERSHARPENERDOTCOM”, any variation of, or any other trademark or service mark of Heads Up Software on any search engine or search engine marketing copy.

Affiliates may not use the Heads Up Software service marks, “HEADS UP SOFTWARE”, “POKER SHARPENER”, or any variation of, or any other trademark or service mark of Heads Up Software in any web site page meta tags. Deliberately competing with Heads Up Software for organic search engine placement on these terms is prohibited.

Affiliates are not allowed to point traffic from search engine results directly into a page of any Heads Up Software site.

AFFILIATE WEB SITE

Heads Up Software will remain solely responsible for the operation of the Heads Up Software Web Sites, and you will remain solely responsible for the operation of your site(s). Each party:

·             Acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control.

·               Subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.

Except as expressly provided herein, neither party warrants that their respective websites will perform in the manner expected or without interruption, error, or defect, or that any revenue to either party will result from the activities contemplated by this Agreement. Except as expressly set forth in this agreement, neither party makes any warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose or warranties against infringement of any intellectual property rights not specifically enumerated.

Affiliates cannot frame Heads Up software web pages within their site, or otherwise represent themselves as selling or re-selling Heads Up Software products.

OTHER

EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT HEADS UP SOFTWARE MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

NEITHER HEADS UP SOFTWARE NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. HEADS UP SOFTWARE'S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER.

Affiliate must be of the age of majority in his/her state or country.

Heads Up Software reserves all rights in or to its trademarks and servicemarks but may be used by Affiliate in accordance with this agreement. Affiliate may in no way display a Heads Up Software or Poker Sharpener logo, image, or trademark which may be distasteful, defame, or misrepresent Heads Up Software.

No waiver of any breach of or failure to enforce any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement.

Neither you nor we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written to the other and will use commercially reasonable efforts to minimize the impact of the event.

In the event that a provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect.

This Agreement has been made in and shall be construed and enforced in accordance with the laws of the Province of Alberta, Canada. Any action to arising hereunder will be brought in the federal or provincial courts, located in the Province of Alberta.

The Affiliate understands that Heads Up Software may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate Web sites that are similar to or compete with Affiliate Web site.

The Affiliate has independently evaluated the desirability of participating in the program and is not relying on any representation, guarantee, or statement other than as set forth in this agreement.

CONTACT EMAIL: Affiliate.Manager@HeadsUpSoftware.com

BY SUBMITTING AN APPLICATION, AFFILIATE ACKNOWLEDGES THAT AFFILIATE HAS READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY AND AGREE TO ALL ITS TERMS AND CONDITIONS.