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Affiliate Advertising Agreement

Updated November 26, 2014.

This Referral Agreement ("Agreement") is a legal contract between the party that clicks the "SIGN UP" button ("you") and DeucesCracked, LLC, a Delaware limited-liability corporation ("DeucesCracked"). The right to participate in the referral program described in this Agreement for certain products sold by DeucesCracked through the DeucesCracked website ("Referral Program"), is granted only upon the condition that you agree to the terms and conditions in this Agreement. If you do not agree to such terms, then DeucesCracked is unwilling to allow you to participate in the Referral Program, in which case you must refrain from marketing or promoting any DeucesCracked product or service and from accessing or using any hyperlinks or advertising content provided to you by DeucesCracked.

PLEASE CAREFULLY READ THE PROVISIONS OF THIS AGREEMENT SET FORTH BELOW BEFORE CLICKING ON THE "SIGN UP" BUTTON. WHEN YOU EITHER CLICK ON THE "SIGN UP" BUTTON, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED DOCUMENTATION ON THE DEUCESCRACKED.COM SITE, OR PROVIDE REGISTRATION INFORMATION TO JOIN THE REFERRAL PROGRAM, OR DOWNLOAD, INSTALL, OR USE ANY MATERIALS PROVIDED IN CONNECTION THEREWITH (WHICHEVER COMES FIRST) YOU ACKNOWLEDGE THAT A) YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., THAT YOU ARE NOT A MINOR); AND B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND C) HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT, AND THE AGREEMENT WILL BE EFFECTIVE AS OF SUCH DATE. YOU ALSO REPRESENT THAT YOU POSSESS THE RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY OR PERSON YOU PURPORT TO BIND.

1. Appointment.

Subject to the terms and conditions set forth in this Agreement, DeucesCracked hereby appoints you during the term of this Agreement as a non-exclusive referral member to market and promote to potential customers (each, a "Prospect") certain Premium video streaming memberships available in one month, six month, and twelve month memberships (the "Qualifying Products") and made available by DeucesCracked from time to time on the DeucesCracked website, located at www.deucescracked.com, and you acknowledge and accept such appointment. You acknowledge and agree that this appointment is non-exclusive and that DeucesCracked may appoint other referral members and may use its own sales personnel to market, promote, and sell the Qualified Products. During the term of this Agreement, you will identify Prospects and market, promote and solicit sales of the Qualifying Products.

You shall bear all of your own expenses relating to the Referral Program and any business you conduct pursuant to this Agreement.

2. Registration; License.

After you have agreed to the terms of this Agreement and submitted to DeucesCracked all registration data, including your legal name, valid mailing address, valid email address, date of birth, social security number, and such other identifying data as DeucesCracked may request (collectively, "Registration Data"), DeucesCracked will provide you with a unique affiliate code, which will be identified via a hypertext reference link to the initial, top level display of the DeucesCracked website ("Referral Link"). Thereafter, DeucesCracked may also provide you from time to time with graphical image and/or video files advertising the Qualifying Products, which are subject to change at any time upon notice to you (collectively, "Ad Content"). Subject to the terms of this Agreement, DeucesCracked grants you a non-exclusive, limited, revocable and royalty-free license to display the Referral Link and any then-current Ad Content, solely for the purpose of linking your website with the DeucesCracked website and for marketing and promoting the Qualifying Products. You shall display the Referral Link and the Ad Content on your website and in marketing communications that you direct to Prospects from time to time.

3. Authority.

You will be solely responsible, and DeucesCracked will not be liable, for any acts, omissions to act, agreements, contracts, commitments, promises or representations made by you. You do not have, and shall not represent that you have, any authority to bind DeucesCracked. Without limiting the foregoing, you will not (a) quote any binding price for a DeucesCracked product; (b) enter into any verbal or written agreement of any type or nature with any Prospect on behalf of DeucesCracked; (c) otherwise obligate or commit DeucesCracked in any manner; or (d) except for permitted use of the Ad Content, develop, distribute, or use any marketing, promotional, advertising or sales material for the Qualifying Products. DeucesCracked shall have the right in its sole discretion to accept or reject any Prospect and no Prospect shall become a customer of DeucesCracked, or otherwise have any right to use the Qualifying Products, unless DeucesCracked enters into a legally binding agreement with such Prospect, which DeucesCracked may or may not do in its sole discretion.

4. Referral Fees.

During the term of this Agreement, DeucesCracked will pay you the applicable referral fee which is then-currently displayed on the chart below ("Referral Fee") for each Qualifying Transaction. Subject to the exclusions set forth below, a "Qualifying Transaction" occurs when a Prospect that A) is a "Bona Fide Internet User" other than you, which means a real live third-party person (which excludes for the avoidance of doubt, any computer-generated presence, such as a robot, spider, hitbot, script, software, hidden link, scraper or other mechanical or artificial presence) who has not has been paid or otherwise incentivized by you or any third party to purchase the Qualifying Products, B) is not a current customer of DeucesCracked and is not a customer for whom DeucesCracked is then obligated to pay a commission, referral fee, or similar payment to any third party, and C) navigates to and commences a Session on the DeucesCracked website directly from the Referral Link that identifies your unique member code and during the same Session becomes a registered user of the DeucesCracked website and either purchases a Qualifying Product or begins a free trial that later immediately and successfully continues their subscription as a paid customer (each, a "Converted Prospect").

A "Session" begins when a Prospect clicks through a Refferal Link on your site to the DeucesCracked website and ends upon the first to occur of the following: A) 24 hours elapses from that click, or B) the Prospect purchases a Qualifying Product, or C) the Prospect the customer follows a Referral Link to the DeucesCracked website that is not your Referral Link

Qualifying Transactions exclude, and DeucesCracked will not pay Referral Fees on any of, the following:

"Prohibited Paid Search Placement" means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. "Proprietary Term" means keywords, search terms, or other identifiers that include the word "deucescracked", "deuces", any name of DeucesCracked instructors, video titles, or series titles, or any trademark of DeucesCracked or its affiliates, or variations or misspellings of any of those words (e.g., "dueces," "duecescraked"). "Redirecting Link" means a link that sends users indirectly to the DeucesCracked website via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. "Search Engine" means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.

All Referral Fees will be paid in United States dollars.

DeucesCracked will pay the Referral Fees earned on a monthly basis for sales of the Qualifying Products in a given month. Payments will be sent by PayPal in United States Dollars. To account for refunds and chargebacks (which may occur several months after the date of the Qualifying Transaction), Referral Fees will be paid to you approximately 90 days after the last day of the month of the Qualifying Transaction, provided, however, that if the total Referral Fee payable to you is less than $100, DeucesCracked may withhold payment of the Referral Fee until the total amount due to you is at least $100.

If requested by DeucesCracked, you shall complete federal form W-9 and deliver a completed copy of such form to DeucesCracked at the address indicated on the "contact" page of the DeucesCracked website. In the event of any dispute or controversy about whether any payment is due to you in connection with any Prospect, the parties acknowledge and agree that DeucesCracked has the sole discretion to determine the outcome of such dispute. You shall be solely responsible for any and all taxes, duties, import fees, and all related penalties and interests, that become payable as a result of the payment of any amount to you pursuant to this Agreement.

In the event a Prospect fails to pay DeucesCracked some or all of any amounts due for any reason, no Referral Fee will arise or be deemed to be earned with respect to the unpaid amount, and in the event any amount for which a Referral Fee was previously paid to you is returned or refunded to a Prospect, DeucesCracked shall have the right to withhold from future payments to you, or invoice you, for the amount of such Referral Fee.

Affiliate Payment Details

Qualifying Product Referral Fee
Monthly Subscription $8.70
6 Month Subscription $44.37
Year Subscription $83.50

5. Ownership.

As between the parties, DeucesCracked will retain all right, title and interest in and to the DeucesCracked websites, the DeucesCracked products, and all equipment, software, documentation, databases, development tools, know-how, methodologies, processes, and technologies provided by DeucesCracked or its third-party suppliers for use in connection therewith, and all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights therein. In addition, as between the parties, DeucesCracked will own all data submitted by any Prospect, and DeucesCracked alone shall own the customer relationship with each Prospect.

6. Confidentiality.

"Confidential Information" means all information disclosed by DeucesCracked to you that DeucesCracked designates as, or you should reasonably know is, proprietary or confidential. Confidential Information will not include information that is or becomes generally publicly known through no act or failure to act by you, or that you already knew at the time of receiving such information. You will not disclose Confidential Information to any third party and will use Confidential Information only to the extent required to participate in the Referral Program. All Confidential Information (including copies thereof) shall remain DeucesCracked's property and shall be returned or destroyed upon termination of this Agreement and/or upon DeucesCracked's written request. You agree that DeucesCracked may transfer and disclose to other participants in the Referral Program and to Prospects personally identifiable information about you in connection with the operation and delivery of the DeucesCracked website and services, and you may receive email and other communications from such third parties in connection with the Referral Program, and you hereby consent to receive such communications. Without limiting the foregoing, DeucesCracked may freely use, distribute, and otherwise exploit any non-personally-identifiable information, including URLs, Website statistics and similar information collected by DeucesCracked in connection with the Referral Program.

7. Trademark License.

Subject to the terms and conditions of this Agreement, DeucesCracked hereby grants you, for the term of this Agreement, a non-exclusive, non-transferable, royalty-free, worldwide license to use DeucesCracked's trademarks, service marks, trade names, logos and other commercial designations (collectively, "Marks"), solely in connection with your participating in the Referral Program and the performance of your marketing and promotional obligations hereunder and solely in conformance with the trademark guidelines provided to you by DeucesCracked. Your use of the Marks and all associated goodwill will inure to the sole benefit of DeucesCracked. You will take no action that would undermine, conflict with or be contrary to DeucesCracked's rights and interest in the Marks. Nothing contained herein will be deemed to grant you any right, title or interest in or to the Marks other than the license granted herein, and you acknowledge DeucesCracked's exclusive ownership of the Marks. You will not take any action (including, without limitation, using or registering any trademarks that could be confused with the Marks) that would jeopardize the Marks or DeucesCracked's interests therein.

8. Warranties


8.1 Warranties by Both Parties.

Each party warrants that it has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on such party's behalf has been duly authorized and empowered to enter into this Agreement.

8.2 Warranties Made by You.

You acknowledge and agree that your performance hereunder is governed by certain laws and regulations, including, without limitation, laws governing the use of individual information, deceptive and misleading advertising, electronic commercial communications, telemarketing and other similar laws ("Applicable Laws"), and that your performance shall be in accordance with all Applicable Laws. Without limiting the foregoing, you represent and warrant that you will A) conduct business in a manner that reflects favorably at all times on DeucesCracked and the good name, goodwill and reputation of DeucesCracked; B) not participate in deceptive, misleading or unethical practices that are or might be detrimental to DeucesCracked; C) make no false or misleading representations and not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to DeucesCracked or any DeucesCracked products; D) make no representations, warranties or guarantees to any Prospect or to the trade with respect to the specifications, features or capabilities of the DeucesCracked website or any DeucesCracked product; and E) not contact any Prospect in a way that suggests that you are DeucesCracked, represent DeucesCracked or are acting on behalf of DeucesCracked.

8.3 Disclaimer.

THE DeucesCracked WEBSITE, DeucesCracked PRODUCTS, AND ALL CONTENT, DATA, MATERIALS AND DOCUMENTATION PROVIDED IN CONNECTION WITH THIS AGREEMENT BY DeucesCracked AND ITS SUPPLIERS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. DeucesCracked AND ITS SUPPLIERS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

9. Indemnification

You will defend, indemnify and hold harmless DeucesCracked, its affiliates and their officers, directors, agents and employees, from and against any and all losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys' fees) arising out of or related to any claim or action based on: A) your breach of the representations and warranties in this Agreement; B) any breach by you, your agents or employees of the terms and conditions in this Agreement; C) any intentional or negligent act, omission or misrepresentation by you, your agents or employees; D) any representation or warranty made by you, your agents or employees on behalf of DeucesCracked or related to the DeucesCracked products and not authorized by DeucesCracked in writing; E) your website or any materials that appear on your website, including the combination of your site or those materials with other applications, content, or processes and the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this section and or; F) your use of any Ad Content, whether or not such use is authorized by or violates this Agreement or applicable law.

10. Limitation Liability.

To the maximum extent permitted by law, except with respect to breach of Section 6 (Confidentiality), Section 8 (Warranties), any indemnification obligations under Section 9 (Indemnification), and/or in connection with any claim relating to the misuse of a party's intellectual property, neither party will be liable for any consequential, indirect, exemplary, special or incidental damages, including any lost data and lost profits, arising from or relating to this Agreement. Neither party's total cumulative liability in connection with this agreement, the DeucesCracked products, or the Marks, whether in contract or tort or otherwise, will exceed the Referral Fees paid to you in the 12-month period immediately preceding the events giving rise to such liability. You acknowledge that the fees set forth in this Agreement reflect the allocation of risk set forth in this Agreement and that DeucesCracked would not enter into this Agreement without these limitations on its liability.

11. Term & Termination

The term of this Agreement will begin on the Effective Date and will end when terminated by you or DeucesCracked. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. In addition, if at any time following your enrollment in the Referral Program you become a resident of Arkansas, Colorado, Maine, Missouri, or Rhode Island, you will become ineligible to participate in the Referral Program, and this Agreement will automatically terminate, on the date you establish residency in that state. In addition, you must promptly notify DeucesCracked in writing of your Arkansas, Colorado, Maine, Missouri, or Rhode Island residency, which you may do by emailing support@deucescraced.com .

11.1 Effects of Termination.

Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement will immediately cease to exist, you must promptly discontinue all further use of the Marks, restrictions upon use of your information will terminate, and you must destroy or return to DeucesCracked all information and materials related to DeucesCracked products. You will promptly remove from your site and delete or otherwise destroy all links to the DeucesCracked Website and any other materials provided or made available by or on behalf of DeucesCracked to you under this Agreement or otherwise in connection with the Referral Program. The following sections will survive the expiration or termination of this Agreement for any reason: Sections 5, 6, 8, 9, 10, 11.1, 13, and 15.

12. Modification.

DeucesCracked may modify any of the terms and conditions contained in this Agreement (and any Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Documentation on the DeucesCracked.com website or by sending notice of such modification to you by email to the email address then-currently associated with your affiliate account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Fee Schedule, Referral Program Participation Requirements, payment procedures, and other Referral Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED DOCUMENTATION ON THE DEUCESCRACKED.COM WEBSITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

13. Certain Restrictions; Privacy.

You shall not: A) display or use a Referral Link in a manner that causes the DeucesCracked websites or any portion of its content to display within a frame, be associated with any advertising or sponsorship not part of the DeucesCracked websites, or otherwise incorporate DeucesCracked website content into a third-party web site; B) display or use an inline link to any information file contained in the DeucesCracked websites; B) alter, block or otherwise prevent display of any content of the DeucesCracked websites; D) link to a DeucesCracked website through any other URL or mirrored site; E) link to a DeucesCracked website if, to a reasonable person, your site may be obscene, defamatory, harassing, grossly offensive, or malicious. or F) engage in any deceptive business practices or send any unsolicited commercial emails or faxes. You shall use any information collected or obtained from any person using the Referral Link to navigate to a DeucesCracked website in accordance with Applicable Laws and both your website privacy policies and any restrictions or limitations imposed by the individual. You shall electronically store and process the information collected or obtained from any person using the Referral Link to navigate to the DeucesCracked website in accordance with industry best practices and immediately notify DeucesCracked upon your discovery of any breach of the security of computer systems on which the information collected or obtained from any person using the Referral Link to navigate to the DeucesCracked website was stored or processed. Each party will be solely responsible for the content, materials, and information contained on its websites. Each party will be solely responsible for all maintenance and support, and costs associated with the operation of its websites. DeucesCracked has the right to terminate this Agreement and/or suspend your participation in the Referral Program immediately upon notice to you if you breach this Section 13.

14. Force Majeure.

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of amounts due) to the extent caused by strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, terror, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.

15. Miscellaneous.

The relationship of the parties is that of independent contracting entities and nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, a principal/agent relationship or a partnership or joint venture relationship or to allow either to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services. Neither party will have the power to bind the other party or incur obligations on its behalf without the other party's prior written consent. The validity, construction and interpretation of this Agreement shall be governed by the internal laws of the State of Washington, excluding conflict of laws provisions that would require the application of the laws of any other state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington except that nothing will prohibit DeucesCracked from proceeding directly to any court of competent jurisdiction to protect or enforce its intellectual property rights or rights in Confidential Information. This Agreement may not be assigned by either party by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Such consent is not required in connection with the assignment of this Agreement pursuant to a merger, acquisition or sale of all or substantially all of the assigning party's assets or equity interests. Any attempted assignment in violation of the foregoing is void. Whenever used in this Agreement, the terms "include(s)," "including," "e.g.," and "for example" mean, respectively, "include(s), without limitation," "including, without limitation," "e.g., without limitation," and "for example, without limitation." This Agreement, together with any policies and instructions referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous negotiations, agreements, and undertakings between the parties with respect to such matter. Headings in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement. If any provision of this Agreement is held to be contrary to law or unenforceable, then the remaining provisions of this Agreement will remain in full force and effect. No delay or omission by either party to exercise any right or power it has under this Agreement shall be construed as a waiver of such right or power. A waiver by either party of any breach by the other party shall not be construed to be a waiver of any succeeding breach or any other covenant by the other party. All waivers must be in writing and signed by the party waiving its rights.


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