TRILOGY NETWORK

MASTER AFFILIATE & PUBLISHER AGREEMENT

(Arizona Governing Law)

1. PARTIES

This Master Affiliate & Publisher Agreement (“Agreement”) is entered into between:

Trilogy Network (“Trilogy”), a [TYPE OF COMPANY] incorporated in [STATE/COUNTRY]and
[AFFILIATE COMPANY NAME/PERSONAL NAME OF AFFILIATE IF NO COMPANY] a a [TYPE OF COMPANY IF APPLICABLE] [INCOPORPORATED IN OR RESIDING IN] in [STATE/COUNTRY IF APPLICABLE] (“Affiliate”).

Trilogy and Affiliate may each be referred to as a “Party” and collectively as the “Parties.”

2. RELATIONSHIP OF THE PARTIES

2.1 Independent Contractors.
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, fiduciary, or franchise relationship.

2.2 No Authority to Bind.
Affiliate has no authority to bind Trilogy or any advertiser/operator.

3. DEFINITIONS

Advertiser / Operator – Any brand, operator, or client promoted through Trilogy’s network.

Qualified Traffic – Legitimate end-user traffic that complies with this Agreement, operator requirements, and applicable law.

Net Revenue – Gross revenue received by Trilogy from an Operator attributable to Affiliate traffic, less chargebacks, bonuses, taxes, processing fees, fraud adjustments, regulatory deductions, and any other operator-imposed adjustments.

CPA – Cost per acquisition compensation model.

Revenue Share – Percentage of Net Revenue.

Negative Carryover – When Net Revenue is negative in a reporting period and carried forward to offset future earnings.

High Roller – A referred player generating unusually large negative revenue, as determined reasonably by Trilogy.

4. SCOPE OF SERVICES

4.1 Affiliate is authorized to promote approved Operators in approved verticals including but not limited to:

4.2 Compensation terms shall be agreed in writing (including email confirmation or system record) and recorded by Trilogy. During the manual phase, written confirmation governs. Once platform technology is implemented, system-recorded terms shall prevail.

4.3 Affiliate may not use any Trilogy Operator links without written approval from Trilogy.

5. COMPENSATION

5.1 Compensation Models
Affiliate may be compensated under CPA, Revenue Share, Hybrid, or other agreed structures.

5.2 Net 30 Terms
Payments are issued Net 30 after month-end, subject to:

5.3 Minimum Payout
Minimum payout threshold: $100 USD. Amounts below roll over.

5.4 48-Hour Dispute Window
Affiliate must report discrepancies within 48 hours of receiving the monthly statement. Failure to notify within this window constitutes acceptance.

5.5 Operator Dependency
Trilogy is only liable to pay commissions actually received from Operators in cleared funds. Trilogy is not liable for Operator insolvency, refusal to pay, retroactive adjustments, or regulatory action.

5.6 Clawbacks
Trilogy may reverse or deduct commissions for:

5.7 Negative Carryover
Negative Net Revenue, may be applicable to certain operator deals. In such case, Negative Carryover will carry forward and offset future positive revenue until fully recouped.

5.8 High Roller Protection
If a referred player generates unusually high negative revenue, Trilogy may allocate losses over multiple reporting periods or apply negative carryover protections (as per specific operator terms and conditions). 

5.9 Withholding
Trilogy may withhold payments during investigation of suspected fraud or compliance issues.

6. PROSPECTIVE COMMISSION MODIFICATION

6.1 Trilogy may modify commission structures prospectively upon written notice.

6.2 Continued promotion after notice constitutes acceptance.

6.3 Previously accrued earnings are unaffected.

6.4 Immediate adjustments may occur where required by law or Operator mandate.

7. TRAFFIC RESTRICTIONS & FRAUD

Affiliate shall not:

Trilogy’s tracking and reporting data shall be final authority.

Fraud may result in immediate termination and forfeiture of unpaid earnings.

8. SUB-AFFILIATES

8.1 Affiliate may not use sub-affiliates without prior written approval.

8.2 Approval is not automatic.

8.3 Affiliate remains fully liable for sub-affiliate conduct.

8.4 Trilogy may request disclosure of traffic sources at any time.

9. NON-SOLICITATION & NON-CIRCUMVENTION

9.1 During the Term and for 12 months after termination, Affiliate shall not:

9.2 Violation entitles Trilogy to injunctive relief, damages, and the option of any and all legal recourse.

10. COMPLIANCE

Affiliate must comply with:

Affiliate is solely responsible for geo-targeting compliance.

11. INTELLECTUAL PROPERTY

All Trilogy tracking systems, data, relationships, and commercial structures remain Trilogy property.

Affiliate gains no ownership rights.

12. AUDIT RIGHTS

Trilogy may audit traffic sources, systems, and records upon reasonable notice or immediately in case of suspected fraud.

13. CONFIDENTIALITY

All commercial terms, operator relationships, and data are confidential and survive termination for five (5) years.

14. INDEMNIFICATION

Affiliate shall indemnify and hold Trilogy harmless from any claims arising from:

15. LIMITATION OF LIABILITY

Except for indemnification obligations:

Trilogy’s aggregate liability shall not exceed the total commissions paid to Affiliate in the twelve (12) months preceding the claim.

No Party shall be liable for indirect, consequential, or punitive damages.

16. TERM & TERMINATION

16.1 Either Party may terminate with 30 days written notice.

16.2 Trilogy may terminate immediately for:

16.3 Upon termination:

17. GOVERNING LAW & JURISDICTION

This Agreement shall be governed by the laws of the State of Arizona, USA.

The Parties consent to exclusive jurisdiction of County, State, and Federal courts in Arizona.

18. GENERAL PROVISIONS

18.1 Entire Agreement
This Agreement, together with any Campaign Confirmations and written amendments, constitutes the entire agreement between the Parties and supersedes all prior discussions, agreements, representations, or understandings of any kind.

18.2 Amendments
Except as expressly provided herein (including prospective commission modifications), this Agreement may only be amended in writing signed by both Parties. Email confirmation shall constitute written agreement.

18.3 Assignment
Affiliate may not assign, delegate, sublicense, or transfer any rights or obligations under this Agreement without Trilogy’s prior written consent. Trilogy may assign this Agreement to any affiliate, successor, or acquirer without Affiliate consent.

18.4 No Waiver
Failure to enforce any provision shall not constitute a waiver of future enforcement.

18.5 Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.6 Force Majeure
Neither Party shall be liable for delay or failure to perform due to events beyond reasonable control, including acts of God, government actions, war, cyberattacks, labor disputes, or regulatory changes.

18.7 Notices
All notices shall be sent via email to the addresses on file and shall be deemed received on the date sent.

18.8 Electronic Signatures
Electronic signatures and email confirmations shall be legally binding.

18.9 No Third-Party Beneficiaries
Nothing in this Agreement creates rights in any third party, including Operators.

18.10 Survival
Sections relating to Confidentiality, Indemnification, Limitation of Liability, Non-Solicitation, Audit Rights, Negative Carryover, and Governing Law shall survive termination.

18.11 Injunctive Relief
Each Party acknowledges that breach of Non-Solicitation, Confidentiality, or IP provisions may cause irreparable harm and that injunctive relief shall be available without the requirement of posting bond.

18.12 Headings
Section headings are for convenience only and do not affect interpretation.