Partners Casino is in the business of producing, marketing, and promoting online casino services (the "Service"), which are accessed on the Internet through the use of a personal computer, modem and/or direct Internet access.

The Affiliate Company or person ("Affiliate") desires to obtain from Partners Casino, and Partners Casino agrees to grant the Affiliate, the non-exclusive right and license to advertise, market and promote the Service. Partners Casino shall reimburse the Affiliate for these promotional services, in accordance with the following terms and conditions:

1. Grant of Promotion and Distribution License

1.1. Partners Casino grants the Affiliate the non-exclusive, non-transferable right and license to advertise, market and promote the Service ("Promotion Rights"), in accordance with the terms and conditions hereof. All other rights and licenses not expressly granted to the Affiliate herein are reserved by Partners Casino.

2. Obligations of Partners Casino

2.1. Partners Casino shall retain the right to provide the Service in any form Partners Casino deems appropriate; and retains the right to change any part of the Service, at any time and in any manner Partners Casino deems appropriate, without prior notice to the Affiliate. However, any strategic change of policy towards Affiliate such as cancel any part of the Service at any time, shall be made with prior notice to the Affiliate.

2.2. Partners Casino shall retain the right to cancel any part of the Service at any time and in any manner Partners Casino deems appropriate. However, should Partners Casino want to cancel any part of the Service, and /or any Promotional Rights, because of any failure or breach of these Terms and Conditions on behalf of the Affiliate, Partners Casino shall give the Affiliate notice of this fact in order to give the Affiliate the possibility to correct the matter and overcome the failure. Cancellation shall be effective seven (7) days after notice of default to the Affiliate if the default has not been cured within such seven-day period.

2.3. Notwithstanding the terms of these Terms and Conditions, Partners Casino shall not be held responsible or liable for any loss of income, or loss of the ability to produce income, incurred by the Affiliate; even if such losses should arise from the inability of Partners Casino to deliver the Services stipulated in these Terms and Conditions for any reason whatsoever, whether Partners Casino is at fault or whether a third party is at fault.

3. Obligations of The Affiliate

3.1. The Affiliate shall use its best efforts to actively and effectively advertise, market and promote the Service as widely as possible so as to maximize the benefit to the Affiliate and to Partners Casino.

3.2. The Affiliate shall only engage in advertising, marketing and promotional efforts which do not violate any law, and which reflect positively upon the business reputation of Partners Casino. In particular, the Affiliate agrees to market the Service in a manner that is consistent with the content and style of the Service. In connection therewith, Partners Casino shall have the right to review and approve (approval shall not be unreasonably withheld) the manner and methods of advertising, marketing and promotion used by the Affiliate in connection with the Service.

3.3. Approval may be withheld if Partners Casino determines, in its sole discretion, that the activities of the Affiliate would tend to impair or reduce the value of Partners Casino goodwill and business reputation, or would expose Partners Casino to legal liability.

3.4. Notwithstanding the approval by Partners Casino given in accordance with section 3.2 of these Terms and Conditions, Partners Casino shall under no circumstances be held liable for--and the Affiliate shall indemnify, defend and hold Partners Casino harmless against--any and all claims asserted against Partners Casino by reason of the Affiliate's marketing and promotional efforts.

The Affiliate shall bear all costs and expenses incurred in connection with the advertising, marketing and promotion of the Service; including without limitation, all costs directly related to marketing.

4. Compensation

4.1. As used herein, the Affiliate's percentage ("Affiliate Percentage") shall be defined as the compensation paid to the Affiliate, based on the percentage of actual net revenue received from customers (the "Users"), who utilize the Service after being referred to the Service by the Affiliate. The actual Affiliate Percentage shall be equal to 50% of net nevenue ("Net Revenue") (received from Users who utilize the Service after being referred to the Service by the Affiliate).

4.2. Partners Casino shall have the right to withhold any and all payments to the Affiliate if the Affiliate is in breach of this these Terms and Conditions.

5. Term of Duration and Cancellation

5.1. Partners Casino has the right to cancel the Promotion Rights with immediate effect if with the Affiliate is in material breach of these Terms and Conditions. Such breach includes, but is not limited to, situations when the Affiliate engages in advertising, marketing, distribution and promotional efforts that would impair Partners Casino goodwill and business reputation, or would expose Partners Casino to legal liability.

5.2. Upon the cancellation of the Promotion Rights, the Affiliate shall immediately return to Partners Casino any and all materials, over which Partners Casino has a proprietary right, that are in the Affiliate's possession and/or in the possession of the Affiliate's agents, servants and employees. The Affiliate shall also immediately remove any hyperlinks and materials, over which Partners Casino has a proprietary right, from the Affiliate's web site and/or the web sites of the Affiliate's agents.

5.3. If the Promotion Rights are canceled, and the Affiliate is not in default of these Terms and Conditions, the Affiliate shall have the right to continue to receive a Affiliate Percentage on referred Users who continues to utilize the Service after being referred to the Service by the Affiliate during four months after the day of the cancellation.

5.4. Users that utilize Partners Casino facilities and services and all information relating to such Users shall remain the property of Partners Casino at all times.

6. Account Statements

6.1. All payments due to the Affiliate shall be made immediately on request. Payment shall be accompanied by a written statement that specifies the calculation of the sum to be paid to the Affiliate based on gross revenue received by Partners Casino with respect to the number of wagering Users. In addition, statements may be adjusted by Partners Casino from time to time to reflect overpayments, consumer chargebacks and/or credits or underpayments to consumers by Partners Casino.

6.2. The Affiliate shall have the possibility to monitor the Affiliate Percentage and the payments in real time using an online monitoring system at a secure web site.

7. Exclusivity, Non-Competition and Ownership of Servicename

7.1. The Affiliate agrees, understands and acknowledges that Partners Casino may enter into Agreements of this type with third parties to promote the Service or a similar version thereof.

7.2. The Affiliate has not paid consideration for the use of the trademarks, logos, copyrights, trade names, or designations belonging to Partners Casino, and nothing contained in these Terms and Conditions shall give the Affiliate any right, title or interest in or to any of them.

7.3. The Affiliate acknowledges that Partners Casino own and retain all copyrights and other proprietary rights, as well as any software supplied by Partners Casino, in all of the foregoing. The Affiliate shall not assert any claim or interest in or to any trademark, trade name, copyright, servicemark or logo belonging or licensed to Partners Casino, or do anything to adversely affect their validity or enforceability. This includes any act or assistance to any act that may infringe, or lead to the infringement of, any software copyright.

7.4. Without limiting the generality of the foregoing terms, the Affiliate shall not itself attempt, or assist any third party in attempting, to register any trademark, trade name or other proprietary right with any governmental agency (federal, provincial, local or otherwise) or with any other entity or authority, without the express, unequivocal and unambiguous prior written consent of Partners Casino. The Affiliate shall not attach any additional trademarks, logos or trade designations to the Software; and shall ensure that none of the trademarks (or any variations thereof) appear in any portion of the Affiliate's name, or any name under which the Affiliate conducts business. The Affiliate shall not affix a trademark, logo or trade name of Partners Casino to any non-Partners Casino product. The Affiliate shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by Partners Casino.

8. Confidentiality and Non-Disclosure

The Affiliate and Partners Casino each agree that each may have access to, and become acquainted with, Confidential Information of the other. The Affiliate and Partners Casino each specifically agree not to misuse, misappropriate or disclose any such Confidential Information, directly or indirectly, to any third party.

9. Representations, Warranties and Indemnity

9.1. The Affiliate warrants, represents and covenants to Partners Casino that that it has all necessary rights, licenses, permissions and business permits; and will comply with all applicable laws, rules and regulations in connection with promoting the Service to Users.

9.2. The Affiliate agrees to indemnify and render Partners Casino harmless against claims, liabilities, causes of action, damages, judgments, costs and expenses arising out of, or in any way connected with, any breach or alleged breach by the Affiliate of any representation, warranty or agreement contained in this Section 9, or elsewhere in these Terms and Conditions.