• Affiliate Agreement

The following are our complete terms and conditions to apply as a member of the WalkerPays affiliate program. Please read this agreement completely.
By submitting the application form or linking to the WalkerPays site you are deemed to have agreed to be bound to the terms and conditions set out in this agreement as amended or modified from time to time in accordance with Section 2.4 below.
You can enroll as a member of WalkerPays affiliate Program by creating a unique link to WalkerPays using text or one of our banners located in the affiliate office. The necessary tracking and URL information can be easily obtained through your affiliate reports.

• Where used in this Agreement, references to:
  
  (i) "you", "your", and/or "Affiliate" mean the individual or entity that applied as the "BENEFICIARY" for payment purposes on our sign-up form as submitted at our website ("Affiliate Sign Up Form")
  
  (ii) "we", "our", "us" means Condor Network LLC, a company registered in Republic of Seychelles.
  

1. Definitions

1.1 "Site" means the WalkerPays website located at http://www.walkerpays.com/ and its related pages.
1.2 "Player(s)" means any person using any products or services on our Sites whether attached to your Tracker or not;

• 1.3 "Real Money Player(s)" means any person who enters the Site via your Tracker  who: (i) has not been a Player with us before; (ii) who has made the minimum required deposit of US$50; (iii) is accepted as a player under any applicable sign up or identity verification procedure that we may require; and (iv) any other qualification criteria that we may introduce from time to time.

1. 4 "Tracker(s)" means the unique tracking URL that we provide exclusively to you, during the term of this Agreement, through which we track your efforts and calculate your Affiliate Fees.
1. 5 "Banners and Text Links" means the graphical artwork or text that will be directed to our Site's home page at www.WalkerPays.com, through your Tracker, to permit a Player to hyperlink from your website to our Site.

• 1.6 "Marketing Materials" means Banners and Text Links and any other marketing materials (which may include Our Marks) that have been provided or otherwise made available to you by us and/or pre-approved by us.
• 1.7 "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.
  
  1. 8 "Deposit(s)" means funds transferred by Players to their Site account.

1. 9 "Redeem(s)" means any and all funds withdrawn or cashed-out by Players from their Site account plus amount pending on the players account plus any Deposits reversed (or credits given) by us, in our sole discretion, to negate fraud, error, Player non satisfaction or through charge-backs.

• 1.10 "Affiliate Fees" means 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 and with the terms set out in Schedule 1 attached hereto.

1. 11 "Spam" means emails and messages that are sent by you, directly or indirectly, which: 1), contain false or misleading statements; 2), do not truthfully identify the source or the originating IP Address; or 3), do not contain an online and real time Remove option.
1. 12 "Fraud Traffic" means Deposits or traffic generated at the Site through illegal means or in bad faith to defraud the system, regardless of whether or not it actually causes us harm. Fraud Traffic includes but is not limited to Spam, false advertising and unauthorized use of any third party copyrights or trademarks.
1. 13 "Sub-Affiliates" means all traffic generated via your dedicated links and generated by a 3rd party you contacted and linked to the site.

• 1.14 "Services" means any product or service offered to Players on our Site.
• 1.15 "Agreement" means this affiliate agreement.
• 1.16 "Our Marks" means the word "WalkerPays" and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of the word "WalkerPays" or any other name or mark owned from time to time by us directly and/or indirectly.

2. Our Rights and Obligations

2.1 Register your players.
We will register your players and will track their play. We reserve the right to refuse customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish.
2.2 Track players Play.
We will track player's play and will provide you with remote online access to reports of customer activity and the Advertising Revenue generated.
2.3 Pay Affiliate Fees.
Subject the provisions of this Agreement, w e will pay you Affiliate Fees (defined above) according to Section 4 and Schedule 1 to this Agreement.
2.4 Modification.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site which we will notify you of. Modifications may include, for example, changes in the Affiliate Fees set out in Schedule 1 .
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE (WHICH WE WILL NOTIFY YOU OF) WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

• Notwithstanding the above, from time to time we may contact you with information regarding specific promotions. Unless you notify us otherwise, you will be deemed to have agreed to take part in such promotion and the terms of such promotion shall be incorporated into this Agreement (including Schedule 1 – Affiliate Fees) for the duration of such promotion.

3. Your Rights and Obligations

3.1 Linking to WalkerPays
By agreeing to participate in this affiliation Program, you agree to create a unique link from your site to WalkerPays. You may link to us with one of our banners or with a text link. With our written permission, you may link directly to our downloadable .exe file. These are the only methods by which you may advertise on our behalf. We will terminate this agreement immediately if there is any form of spamming or if you advertise our cardroom in any other unauthorized way. You shall not make any claims, representations, or warranties in connection with us and you shall have no authority to, and shall not, bind us to any obligations.
3.2 Agency Appointment
By this Agreement, we grant you the non-exclusive right to direct customers to our site and services, in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege to assist us in the provision of services arising from your referrals, and we obviously intend to contract with and obtain the assistance from others at any time to perform services of the same or similar nature as yours. You shall have no claims to any fees or other compensation (including, but not limited to, Affiliate Fees) on business secured by or through persons or entities other than you.
3.3 Approved Layouts
Without our prior written approval, you will only use our approved banners and will not alter their appearance. The appearance and syntax of the hypertext transfer link are designed and designated by us and constitute the only authorized and permitted representation of our site. You may only use banners from WalkerPays affiliate back office.
3.4 Good Faith
You will not benefit from known or suspected traffic not generated in good faith whether or not it actually causes us damage. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge. Even if you have not knowingly generated such traffic, we reserve the right to withhold Advertising Revenue with respect to such traffic.
3.5 Responsibility for Your Site
You will be solely responsible for ensuring that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

• 3.6 Marketing Activities and Responsibilities
• You shall market to and refer potential Real Money Players to the Site. You will be solely liable for the content and manner of such marketing activities. 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:
• 3.6.1 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;
• 3.6.2 Place Marketing Materials on any online site or other medium where the content and/or material on such online site or medium infringes any third party's Intellectual Property Rights, and/or; copies or resembles the Site in whole or in part, and/or; disparages us or otherwise damages our goodwill or reputation in any way, and/or; frames any page of the Site in whole or in part;
• 3.6.3 Violate the terms of use and any applicable policies of any search engines;
• 3.6.4 Use marketing strategies that have the targeting of marketing of us 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;
• 3.6.5 Offer any so-called “rake-back” schemes or similar that offers or allows a proportion of the player’s rake to be returned to the player in any form;
  
  3.6.6 Use Marketing Materials in a manner that may potentially confuse a Player or potential Player;
  
  3.6.7 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;
• 3.6.8 Use any means to promote the Site that resemble in any way the look and/or feel of Site whether in whole or in part, nor utilize any such means or site to create the impression that such site is the Site or any part of the Site;
  
  3.6.9 Take any action that could reasonably cause any end-user confusion as to our 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; or
  
  3.6.10 Attempt to communicate to Players whether directly or indirectly on our Site to solicit them to move to any online site not owned by us or for other purposes without our prior approval including but not limited to via email, chat boards, or spamming our tables.
  
  If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Fees and/or terminate this Agreement immediately on notice.
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• 3.7 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 Our Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Site or otherwise from time to time and any applicable laws. We 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 Fees. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.
  

3.8 Competitive Marketing

• You shall not market the Site and/or us or our Services or Our Marks in any way whatsoever, unless such activities are approved in writing by us (i) on any website on which we promote any of the Sites; (ii) on or through any Internet search engine on or through which we promote any of the Sites; and (iii) in any other manner that results in you competing with us in relation to the promotion of any of the Sites or (iv) otherwise where we request that you cease the same.
  
• 3.9 Trademarks and Domain Names.
• You acknowledge that WalkerPays own all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Site and Our Marks. Any use of any trade mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks (other than in accordance with the terms of this Agreement) without our 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 Our Marks in any part of any domain name. You agree that all use by you of Our Marks inures to our sole benefit and that you will not obtain any rights in Our 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 Our Marks, and you hereby agree to transfer any such registration obtained by you to us upon demand. You further agree not to attack ownership of and title to Our Marks in any way.
  

4. Fees

4.1 Charge-backs
A charge-back is defined as un-collectable CC transaction from the CC companies as a result of customer non payment or fraudulent credit card use. All charged back amounts will be deducted from your payment or the reserved funds. Charge back fees will be paid to CC companies and will be administered by WalkerPays.
4.2 Fee Payment
We will pay you Affiliate Fees according to Schedule 1 attached hereto, on a monthly basis, within fifteen (15) days of the close of each calendar month , but not less than $150.00 per payment. If you fail to achieve the amount of $150.00 Affiliate Fees on a certain month, the earned amount will be forwarded to the next calendar month, until the accumulated fee payable to you reach the minimum amount of $150.00. All payments will be due and paid in United States dollars. Affiliate Fees will be based upon our good faith calculation based on our statistics.
our payment to you is subject of us receiving the related payment form the merge operating network.

• 4.3 Holdbacks for Fraud Traffic
• In the event that, in our sole discretion, we suspect any Fraud Traffic, then, without prejudice to any other relief or right and in addition to every right we have pursuant to this agreement and/or by law, we may delay payment of the Affiliate Fees to you for up to 7 months while we investigate and verify the relevant transactions. We are not obligated to pay Affiliate Fees in respect of Real Money Players who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Affiliate Fees in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Affiliate Fees in respect of Fraud Traffic (as appropriate).
• 4.4 Player Tracking
• You understand and agree that potential Real Money Players must link through using your Tracker in order for you to receive Affiliate Fees. In no event are we liable for your failure to use Trackers. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format.

5. Term and Termination

5.1 This Agreement shall take effect when you (1) indicate your acceptance of the terms of this Agreement on the Affiliate Sign Up Form[Check], and (2) create a unique link to our site; and will continue until terminated in accordance with the terms of this Agreement.

• Either Party may terminate this Agreement, with or without cause, immediately upon written notice to the other party. Such notice may be sent via email.
• Upon termination of this Agreement, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.
• be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately continue until terminated in accordance with the terms of this Agreement. 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.
• Without prejudice to any other relief or right and in addition to every right we have pursuant to this agreement and/or by law, WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE.
• Unsuitable sites include those that: are aimed at children, display child pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, violate intellectual property rights.
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5.2 Upon termination:

• (1) We shall be entitled to automatically render any Trackers.
• (2) You must remove all of our banners/icons from your site and disable the link from your site to ours. However, we may leave open, redirect or deactivate any Trackers in our sole discretion without any obligation to pay you for Players who subsequently become Real Money Players.
• (3) All rights and licenses given to you in this Agreement shall immediately terminate.
• (4) You shall return all confidential information and cease use of any of Our Marks and the Marketing Materials.
• (5) Provided that we have paid or do pay to you such sums as are due at the date of termination that shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums.
• (6) If you have failed to fulfill your obligations and responsibilities, we will not pay you the Affiliate Fees otherwise owing to you on termination.

(7) We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
(8) If we continue to permit play from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.

6. Indemnity

You shall defend, indemnify, and hold WalkerPays, their directors, officers, employees, 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 by you of any warranty, representation, or agreement contained in this Agreement.
(b) The performance of your duties and obligations under this Agreement.
(c) Your negligence or any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and link or this Affiliation Program.

7. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliation Program, WalkerPays or marketing fee 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). In addition, we make no representation that the operation of our site will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.

8. Relationship of Parties

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. You will have no authority to make or accept any offers or representations on WalkerPays behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this paragraph.

9. Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Affiliation Program, even if we have been advised of the possibility of such damages. Further and without derogating from the above, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Advertising Revenue paid or payable to you under this Agreement. 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. Any liability arising under this Agreement shall be satisfied solely from the marketing fee generated and is limited to direct damages.

10. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS AFFILIATION PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

11. Miscellaneous

11.1 Governing Law

The laws of ___________ will govern this Agreement. Any action relating to this Agreement must be brought in _________ and you irrevocably consent to the jurisdiction of its courts.
11.2 Non-Waiver
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. None of our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement.
11.3 Remedies
Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
11.4 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 and must be in writing to be effective.

• 11.5 Confidentiality
• As an Affiliate, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our 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 our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).
• 11.6 Press
• You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Affiliate Network without our prior written consent, except as required by law or by any legal or regulatory authority.
• 11.7 Commercial Use Only.
• This Marketing opportunity is for commercial use only, and you, your family members, friends; associates may not make deposits, directly or indirectly, through your Tracker for your own personal use or to fraudulently increase the Affiliate Fees payable to you.

11.8 Electronic Commerce Directive

• 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.
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• IN WITNESS WHEREOF, you expressly agree to the terms and conditions of this Agreement by (1) indicating your acceptance of the terms of this Agreement on the Affiliate Sign Up Form[Check], and (2) downloading our banner and creating a link from your site to ours.


• Schedule 1

Affiliate Fees

• Affiliate Fees - ___percent (___%) of the Monthly Net Revenues
• Where:
• "Monthly Net Revenues" means Our revenues from Hard Rake generated by Real Money Player(s) during a calendar month less the following: (1) Charge-backs as defined in Section 4.1 to the Agreement; (2)_____[to be completed].
• "Theoretical Rake" means the quotient obtained when multiplying the total amount of the rake taken from the pot by the percentage of money the player had contributed to the pot. For example, if the pot is $150.00 and you contributed $10 of that pot then your percentage is 10%. Therefore, if the rake taken from that hand was $10 then your theoretical rake would have been $1.
• "Hard Rake" means the quotient obtained by multiplying the Theoretical Rake by the ratio of promo to real money in a players account. For example if a player has $150.00 in his account, $75 of which is real money deposited through a payment method and $25 in promotional money, then his ratio of real to promo money is 75%. If his theoretical rake for a hand was $1 then his hard rake is $0.75.