» Agreement

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between, CommissionAccount.com and the individual or organization (the "Affiliate") participating in CommissionAccount.com's Affiliate Program (the "Program")

Execution by you of this Agreement as set forth below constitutes your acceptance of the terms and conditions of this Agreement, and will be a legally binding agreement between both parties.

• Enrollment in the Affiliate Network

To begin the enrollment process, you must submit a properly completed Program application via Our Site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner.

We may reject your application if we determine, at our sole discretion, that Your Site is unsuitable for the Program for any reason. These reasons include, but are not limited to:

• Infringe trademark rights of ours or any third party. This includes stolen content, design that may violate the rights of any third party.
• Contain sexually explicit or hate/violent/offensive content or materials
• Promote illegal activities or otherwise violate any applicable laws, including those targeting spyware, adware or SPAM
• Violate any intellectual property rights, including, without limitation, scraping text or images from any other website, including those of our partners.

Similarly, we shall reject your application if we determine, at our sole discretion, that Your Site is designed to appeal to minors. If we reject your application, you are welcome to reapply to the Affiliate Program at any time. You should also note that if Commission Account accepts your application and your site is thereafter determined, at our sole discretion, to be unsuitable for the Program, we may terminate this Agreement.

• Protection of Minors.

Commission Account does not allow anyone under the age of 18 to register with or play on our Sites. Our Sites are not designed to attract children or adolescents, and we take all measures to block underage persons from registering with the Sites. Therefore, we shall reject your application if we determine, at our sole discretion, that Your Site is designed to appeal to minors and, as such, is not suitable for our Affiliate Program.

• Promotion of Our Affiliate Relationship

In the event of your acceptance to the Affiliate Program, we will make available to you, banner advertisements, button links, text links and other links as determined by CommissionAccount.com which shall all link to program sites (collectively referred to hereinafter as a "Link"), which you may display on your Web site, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. All Affiliate Web sites shall display the Links prominently throughout such sites. If during the term of this Agreement you wish to place the Links on Web sites other than the Web sites which you have previously reported to CommissionAccount.com and which CommissionAccount.com have approved ("Alternative Sites"), you shall be obligated to request and receive CommissionAccount.com's permission for the placement of the Links on Alternative Sites. You may not modify a Link, unless you have received prior written consent from CommissionAccount.com to do so. We have the right, in our sole discretion, to monitor your Web site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you. Further, the use of the Links is the only method by which you may advertise our sites. You may not advertise our sites in any other way including, without limitation, the use of spam e-mails.

• Email Spam Policies

As an affiliate of CommissionAccount.com, you agree to comply with the requirements of the CAN-SPAM Act of 2003 (the .Act.) in its distribution of email that contains messaging regarding CommissionAccount’s products. Further, you agree that all promotional work you do with Commission Account wil comply with industry acceptable standards. Any unacceptable behavior (including through the use of spam) will be cause for immediate termination of this agreement.

Affiliate agrees to indemnify, defend and hold CommissionAccount.com or any of its hosted brands harmless from any cost, expense or liability arising out of any breach or alleged breach of your obligations under this Email/Spam Agreement.

• Our Responsibilities

We will be responsible for providing all information necessary to allow you to make appropriate Links from Your Site to our sites. We will track the number of Real New Players. A "Real New Player" is defined as a new user without a prior account with CommissionAccount.com's programs (which includes an account with any of the entities operated by CommissionAccount.com) who accesses our site through the Links placed on your Web site, opens a new user account, makes the required minimum deposit in such account and plays through any requirements Commission Account may have. Neither you nor your relatives are eligible to become Real New Players and should you or they do so you will not be eligible to receive the relevant commission. For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.

The number of Leads per individual household computer is strictly limited to one. Commission Account’s measurements and calculations in relation to the number of Money Players and the relevant Gross Revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of Money Players and the relevant Gross Revenue figures available to you through our Affiliate Program information site.

• Referral Fees

Commission Account will pay you referral fees only on US sign ups with depositing of funds to any of the entities operated by CommissionAccount.com to third parties. Your entitlement to a referral fee will accrue only if the customer (I) accesses our sites through the use of an authorized Link on Your Site; (II) registers and or deposits funds into the registered account(s) using our Registration and/or deposit methods (III) meets all minimum wagering requirements in sports, casino or poker at the designated entity. We will not, however, pay referral fees on any services that a customer purchases if the account is deemed to be abusing bonuses or credit card privileges in ANY way. Commission Account reserves the right to withdraw and reverse retroactive fraudulent and chargeback activities at any point in time.

• Commissions

Depending on which payment scheme you choose to participate in, CommissionAccount.com will pay you either:

» Up to 35% net losses scaled

» Fixed CPA

For CPA commissions to be triggered, players must meet one the following criteria:

Net Revenue is defined as:

• On Sportsbook activities: all gross monies from bets made by customers less; monies paid out to Customers as winnings, fraud, charge-backs, bonuses, and other incentives offered to the Customer.
• On Casino activities: total wagers made by customers less; payouts, progressive contributions (on network progressive games only), charge-backs, bonuses, fraud, and other incentives offered to the Customer.
• On Poker activity: the gross rake less; licensing fees, bonuses, charge-backs, fraud, and other incentives offered to the Customer.
• On Horse activities: all gross monies from bets made by customers less; monies paid out to Customers as winnings, licensing fees, fraud, charge-backs, bonuses, and other incentives offered to the Customer.

In the event that you desire to offer certain incentives to potential Real New Players you are required to receive our prior written approval for such incentives prior to your commencement of such activity and in the event that you do not receive such approval and offer such incentives, you shall not be permitted to receive any commissions generated on account of Real New Players who have become such in connection with the unapproved incentives.

All commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each month. CommissionAccount.com shall be entitled to set-off from the amount of commission to be paid to you any associated costs related to the transfer of such commission. In the event that the commission to be paid to you in any calendar month is less than $100 (the "Minimum Amount"), CommissionAccount.com shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount. It is up to the affiliate to check the relevant minimum amounts per payment processing method, as well as their costs associated with them.

Minimum Commissions and other restrictions per payment method are:

The cost for Wire transfer and cheque are $10 for each set of commissions.

CommissionAccount.com retains the right to review all commissions for possible fraud, where such fraud may be on the part of the Real New Player or on your part, for example money laundering. Any incidence of fraud on your part constitutes a breach of this Agreement, and CommissionAccount.com retains full authority to terminate this Agreement immediately in the event of such breach.

Further, in the event that CommissionAccount.com deems that fraud has occurred, either on your part or on the part of a Real New Player, you shall not be entitled to receive any commissions which have accrued to your benefit at such time whether such commissions were generated through fraud or otherwise. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving commissions and CommissionAccount.com shall not be held liable for your delayed receipt of commissions due to your provision of inaccurate details.

For the purpose of this Agreement and by way of example only the term "Fraud" shall include, but shall not be limited to, actual or attempted (i) bonus abuse on the part of the Players, (ii) the encouragement by you or a third party of bonus abuse on the part of the Money Players, (iii) a chargeback executed by a Money Player in relation to their initial deposit, (iv) collusion on the part of the Money Player with any other player on the Sites, (v) the opening of an account in breach of the terms of this Agreement, (vi) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise) to potential Players and (vii) any other act by you or by a Player which is reasonably understood to have been committed in bad faith against Commission Account and our products regardless of whether or not such action has resulted in any type of harm or damage to our products.

Chargeback Policy
Since chargebacks directly affect the net revenue received by Commission Account, it affects the affiliate payment as well. If a player disputes the transaction which eventually results in a chargeback, the accumulated revenue generated by yourself for the chargeback period from that player will be deducted from the total balance due to you for the current month.

• Reports of Sales

Commission Account will update their statistics on the Commisison Account website on a regular basis. We will provide you with your pre-selected username and password to review these statistics on a daily basis.

• Licenses and Use of the CommissionAccount.com Logos and Trademarks
• We grant you a non-exclusive, non-transferable, revocable right (I) to access our sites through the Links solely in accordance with the terms of this agreement and (ii) solely in connection with such Links, to use our logos, trade names, trademarks and similar identifying material relating to us (collectively, the "Licensed Materials"), for the sole purpose of establishing a Link to our sites so users of Your Site can subscribe to CommissionAccount.com or any of the entities operated by CommissionAccount.com. You may not alter, modify or change the Licensed Materials in any way.

• Other than establishing a Link from Your Site to our sites, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We, in our sole discretion, may revoke your license at any time, by giving you written notice.

• Obligations Regarding Your Web Site

You will be solely responsible for the technical operation of your Web site and the accuracy and appropriateness of materials posted on your Web site. You agree that your Web site will not, in any way, copy or resemble the look and feel of Our Site nor will you create the impression that your Web site is Our Site or any part of Our Site. You also agree that your Web site will not contain any content of Our Site or any materials which are proprietary to CommissionAccount.com, except (i) with our prior permission, or (ii) materials obtained by you via the Affiliate Program information site in accordance with the provisions hereof or the policies or instructions therein. You will indemnify and hold CommissionAccount.com harmless from all claims, damages, and expenses (including, without limitation, attorney's fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Web site or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Affiliate shall reflect on CommissionAccount.com and has the potential to cause substantial damage to CommissionAccount.com's reputation and goodwill and that you shall at all times consider the goodwill and reputation of CommissionAccount.com and CommissionAccount.com's name.

You are solely responsible for ensuring that the content of Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity, below; will protect us if you do so.

Should an affiliated website be sold, that website's existing sheet of players will not necessarily become property of the new ownership. Please contact your account manager prior to change of ownership to ensure all parties are in agreement on terms and responsibilities.

• Term of this Agreement and Termination

The term of this Agreement will begin when you complete the sign-up procedure and create a unique link to our sites and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement will be terminated immediately. TERMINATION IS AT WILL, WITH OR WITHOUT REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

11.1 Consequences
Upon termination you must remove all of our banners/icons from your site(s) and disable all links from your site(s) to ours. All rights and licenses given to you in this Agreement shall immediately terminate. You will return to us any confidential information and all copies of it in your possession, custody and control and will cease all uses of our Marks.

11.2 Commissions

If under a CPA scheme, you will be entitled only to those unpaid referral fees, if any, earned by you on or prior to the date of termination. You will not be entitled to referral fees occurring after the date of 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.

We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

• Modification

We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. If any modification is unacceptable to you, your only recourse is to terminate this Agreement; should you so terminate, the changes we have announced shall nevertheless become effective unless we agree, in writing, to the contrary. Your continued participation in the Program following our posting of a change notice or new Agreement on Our Site will constitute binding acceptance of the change.

• Relationship of Parties

You and CommissionAccount.com and any of the entities it represents 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 our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Article.

• Representations and Warranties

Except as otherwise stated in this Article 16, we make no express or implied warranties or representations with respect to the Program or any CommissionAccount.com Services sold through the Program (including, without limitation, warranties of fitness, merchantability or non-infringement, or any implied warranties arising out of 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 we will not be liable for the consequences of any interruptions or errors.

Each of us (the "Warrantor") hereby represent and warrant to the other party as follows:

a. This Agreement has been duly and validly executed and delivered by the Warrantor and constitutes its legal, valid, and binding obligation, enforceable against the Warrantor in accordance with its terms.

b. The execution, delivery, and performance by the Warrantor of this Agreement and the consummation of the transactions contemplated hereby will not, with or without giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which the Warrantor is subject, (ii) any order, judgment or decree applicable to or binding upon the Warrantor's assets, (iii) any provision of the Warrantor's by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to or binding upon the Warrantor's assets.

c. No consent, approval, authorization of, exemption by or filing with any governmental authority or any third party is required to be obtained or made by the Warrantor in connection with the execution, delivery and performance of this Agreement or the taking by the Warrantor of any other action contemplated hereby.

d. There is no pending or, to the best of the Warrantor's knowledge, threatened claim, action, or proceeding against Warrantor with respect to the execution, delivery or consummation of this Agreement, or with respect to the Warrantor's trademarks, and, to the best of the Warrantor's knowledge, there is no basis for any such claim, action, or proceeding.

• Confidentiality

During the term of this Agreement, you may be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, Referral Commissions earned by you under the Affiliate Program). You agree to avoid disclosure or unauthorized use of any such confidential information to third persons or outside parties unless you have our prior written consent and that you will use the confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to confidential information shall survive the termination of this Agreement.

• 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 Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

• Indemnification

You hereby agree to indemnify and hold harmless CommissionAccount.com, the entities it represents and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or (iv) any claim related to Your Site, including, without limitation, content therein not attributable to us.

• Notification

All notices to us in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service or in the Costa Rica mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows:

Fincorp FP SA, ATTN: SJO3364, PO Box 025216,Miami, FL 33102-5216

All notices to you in connection with this Agreement shall be deemed given as of the day they are dispatched either by messenger, delivery service or in the Costa Rican mails, postage prepaid, certified or registered, return receipt requested.

• 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 WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

• Construction

If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 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 a provision or any other provision of this Agreement.

• Governing Law

This Agreement will be governed by the laws of Costa Rica, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Costa Rica, and you irrevocably consent to the personal and subject matter jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

• Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.