1. Basis of Agreement

1.1

You will provide us with an affiliate service whereby you will advertise and market our website(s) on your website(s) and provide e-links from them in order to attract customers to our website(s). The various websites and numbers/types of e-links are set out in the schedule above.

1.2

We will pay you for providing the services on the basis of customers opening an account during a visit to our website(s) via an e-link from your website(s) and the resulting commercial activity within that account (of and placing bets or otherwise pay-gambling) whilst this agreement continues. The payment rates are set out in the schedule above. Customer traffic via e-links and account activity will be monitored and recorded by our own software for the purposes of this agreement (including accounting).

2. Your Obligations

2.1

You shall, on your website(s) and at all times during the continuance of this agreement:

2.1.1

display the e-links to our website(s) in a format approved by us; and

2.1.2

maintain seamless and continuous operation of the e-links to our website(s) with functionality that enables visitors to connect to our website(s). You shall notify us of any defect or problem with a link of more than 12 hourss duration.

2.2

In respect of any e-link, we may require the removal, replacement or modification of any name, logo or trademark used within its graphics. You shall implement any such requirement promptly.

2.3

You shall not do, or procure or assist to be done, anything that adversely affects or is likely to adversely affect our interests or those of our group of companies or parent body.

2.4

You shall not without our written consent (which can be obtained from our acquisitions manager via e-mail correspondence, but may be withheld at our entire discretion):

2.4.1

directly or indirectly, with any internet search engine or like service, bid for any pay perr terms that contain the terms set out in appendix 1 whether for the purposes of promoting us or a competitor;

2.4.2

use the URLLs set out in appendix 1 as your display URL on any advertising;

2.4.3

register the URLLs set out in appendix 1;

2.4.4

put our website into frames;

2.4.5

use masked URLLs.

2.5

You shall at all times ensure that the your website(s) are not:

2.5.1

defamatory or libellous or infringe any third partyys legal rights, including, without limitation, any third partyys copyright, patent, trademark, trade secrets or other proprietary rights; or

2.5.2

in breach of any applicable law or regulation in any jurisdiction including, without limitation, the UK Gambling Commission's technical standards for remote gambling systems, advertising (more specifically the regulatory codes within the document advertising by affiliatess attached at appendix 2), data protection or consumer protection law; or

2.5.3

in our sole judgment, disparaging to us or damaging to our reputation or goodwill or those of our group of companies or statutory parent body.

2.6

You will not publish or promote our site with an intention to promote gaming or betting on our site to US domiciled end users and, accordingly, you must:

2.6.1

not advertise our banners if your website is targeted directly at US end users; or

2.6.2

comply with all laws on advertising of gambling in any jurisdictions that you do target.

2.7

Any breach of the provisions in clauses 2.2 to 2.6, inclusive, shall be a material breach of the terms of your agreement with us occasioning immediate termination.

3. Fees

3.1

Payments shall be made only for commercial activity occurring during the continuance of this agreement and we shall cease to pay you following termination of the agreement with the exception of any fees accrued and unpaid up to and including the date of termination. Payment terms are set out in the schedule (above).

3.2

All amounts payable by us pursuant to this agreement shall be inclusive of any applicable value added tax or other sales tax. We will notify you of the amount due to you at the end of each month and you shall submit an invoice to us in respect thereof prior to payment. Payment and all invoices must be in Sterling.

3.3

No payments shall be made to you in relation to any customer account in circumstances where you offer any financial or other inducement, either directly or indirectly, to the customer to open an account and bet or gamble with us or otherwise use our services via our website(s). It shall be entirely within our discretion to determine whether such an inducement has taken place.

3.4

In the event that we find evidence of any accounts having been opened or otherwise used in bad faith in order to generate revenue for you, we shall be entitled to withhold Payments in respect of those accounts or otherwise claw-back Payments that have already been made (either by set-off from future Payments or directly from you.

4. TM Licence

4.1

We grant to you a revocable, non-exclusive, licence to use, reproduce and transmit our business name(s), logo(s) and trademark(s) and other proprietary materials (our work) as we provide to you from time to time solely for the purpose of creating the e-links to our website or otherwise marketing the e-links to our website. Except as expressly set out in this agreement you will not copy, distribute, modify, or create derivative works from our work. You shall not sub-license, assign or transfer any such licenses for the use of our work and any attempt at such sub-license, assignment or transfer shall be void. This licence shall terminate immediately upon termination of this agreement. You shall not alter the creative integrity of any of our work that we provide you in your use of it.

4.2

We and/or other members of our group of companies or our parent statutory body own and shall retain all right, title and interest in our work and you shall not obtain any right over such other than as specifically stated in this agreement.

5. Liability

5.1

you and we shall mutually indemnify and hold each other harmless (as well as our directors, officers, employees, and representatives) from and against any and all liabilities, losses, damages, and costs, including legal fees, resulting from, arising out of or in any way connected with:

5.1.1

the performance of any duties and obligations under this agreement; and/or

5.1.2

any damage caused directly or indirectly by negligent or intentional acts or omissions, or the unauthorized use of the e-links.

5.2

Other than as specifically stated in this agreement, we make no express warranties or representations with respect to our obligations and none shall be implied; this disclaimer is stated with particular reference to the operation of the e-sites (which will not be uninterrupted or error-free) or likely revenue that you may earn by entering into this agreement.

5.3

Neither party shall not be liable to you for any loss of business, profits or goodwill or for any indirect or consequential loss or damages.

5.4

Our entire liability to you under this agreement shall not exceed in aggregate an amount equal to the fees paid and/or accrued to you in the calendar year preceding any claim.

6. Duration and Termination

6.1

The agreement shall begin on the date of signature and shall continue for the duration set out in the schedule.

6.2

Either party may terminate this agreement by notice in writing with immediate effect if the other party is in material breach of any of the terms of this agreement. Material breach shall specifically include your failure to provide / maintain any of the e-links for a period of more than 3 days consecutively or 6 days in aggregate in any calendar month.

6.3

Either party may terminate this agreement with immediate effect on notice in writing if liquidation or similar proceedings are filed by or against the other party.

6.4

We may terminate this agreement with immediate effect without further liability to you upon notice given to you in writing in the event that you are domiciled or your bank is domiciled in the USA or a USA dependent territory and we become aware that the payment of fees of the type set out in clause 3 of this agreement to persons or via banks that are USA and/or USA dependency domiciled is contrary to US Federal or State law.

7. General

7.1

You and we undertake to the each other to:

7.1.1

keep all information (written or oral) concerning the business and affairs of the other obtained or received as a result of the discussions leading up to or the entering into or the performance of this agreement ((the informationn) secret and confidential;

7.1.2

not without the otherrs written consent to disclose the information in whole or in part to any other person except for its employees sub-contractors and agents involved in the implementation of this agreement to the extent that they need to know it;

7.1.3

to use the information solely in connection with the implementation of this Agreement and not for its own or the benefit of any third party;

7.2

The terms of clause will not apply to the whole or any part of the information to the extent that it is:

7.2.1

trivial or obvious;

7.2.2

already in the other's possession other than as a result of a breach of this clause;

7.2.3

independently developed by an employee of the receiving party to whom no disclosure of such information was made;

7.2.4

required to be disclosed by law or by order of a court or tribunal of competent jurisdiction provided reasonable prior written notice is given to the disclosing party.

8. Applicable Law

8.1

This agreement will be governed by English Law and the parties hereby submit the exclusive jurisdiction of the English Courts.

8.2

If there is a dispute between you and us, the first attempt to resolve it will be by mediation using the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

9. General

9.1

This agreement will be governed by English Law and the parties hereby submit the exclusive jurisdiction of the English Courts.

9.2

This agreement (or any part of it) will not be assigned or sub-contracted by either of us without the written consent of the other.

9.2

A waiver by a party of any breach of this agreement will not be considered as a waiver of any subsequent breach of the same or any other provision.

9.3

This agreement contains the entire agreement between us and you with respect to its subject matter and supersedes all previous agreements including any contradictory terms set out in any previous correspondence.

9.4

Changes to this agreement will only be made in writing

9.5

The provisions in this agreement that are clearly intended to have continuing effect will continue in full force and effect following its termination (e.g. confidentiality).

9.6

The parties to this agreement intend that those terms of this agreement that include a reference to a partyys group of companies or parent statutory body shall be enforceable by those group companies and/or parent statutory body by virtue of the Contracts (Rights of Third Parties) Act 1999.

10. Notices

10.1

We or you may serve a notice under this agreement at either the registered office or nominated business address of the other party, and notice will be deemed to have been served;

10.1.1

by first class post: two working days after posting;

10.1.2

personally: upon the day of delivery to a party's registered office reception;

10.1.3

by fax: upon receipt of code on the receiving machine which is error free in all material respects;

10.2

Service will not be deemed to have occurred unless a party can demonstrate in writing that the requirements in this clause are satisfied.

Appendix 2

Advertising by affiliates

We may terminate this Agreement if we determine (in our sole discretion) that any content on your site (including, without limitation, content provided to you by us under this Agreement and your use of the e-link on your site) is, or is reasonably likely to be, in breach of any applicable Committee of Advertising Practice codes (including specifically section 57 as detailed below), the Gambling Commission's LCCP Social Responsibility codes and/or such other regulatory codes as may apply to such content from time to time.

You also agree whilst advertising and marketing our website(s) to adhere to the Gambling Industry Code for Socially Responsible Advertising as published by the Gambling Commission

Gambling. Section 57 CAP

The clauses in this section apply to marketing communications for play for moneyy gambling products and marketing communications for play for freee gambling products that offer the chance to win a prize or that explicitly or implicitly direct the consumer to a play for moneyy gambling product, whether on-shore or off-shore. For the purposes of this Section, childrenn are people of 15 and under and young personss are people of 16 or 17.

57.2

Marketing communications for gambling should be socially responsible, with particular regard to the need to protect children, young persons and other vulnerable persons from being harmed or exploited by advertising that features or promotes gambling.

57.3(a)

In line with clause 2.8, the spirit as well as the letter of the clauses in this section apply whether or not a gambling product is shown or referred to.

57.3(b)

These clauses are not intended to inhibit marketing communications to counter problem gambling that are responsible and unlikely to promote a brand or type of gambling.

57.3(c)

Unless they portray or refer to gambling, these clauses do not apply to marketing communications for non-gambling leisure events or facilities, for example hotels, cinemas, bowling alleys or ice rinks, that are in the same complex as, but separate from, gambling events or facilities.

57.4

Marketing communications:

57.4(a)

should not portray, condone or encourage gambling behaviour that is socially irresponsible or could lead to financial, social or emotional harm

57.4(b)

should not exploit the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of children, young persons or other vulnerable persons

57.4(c)

should not suggest that gambling can provide an escape from personal, professional or educational problems such as loneliness or depression

57.4(d)

should not suggest that gambling can be a solution to financial concerns, an alternative to employment or a way to achieve financial security

57.4(e)

should not portray gambling as indispensable or as taking priority in life, for example over family, friends or professional or educational commitments

57.4(f)

should not suggest that gambling can enhance personal qualities, for example that it can improve self-image or self-esteem, or is a way to gain control, superiority, recognition or admiration

57.4(g)

should neither suggest peer pressure to gamble nor disparage abstention

57.4(h)

should not link gambling to seduction, sexual success or enhanced attractiveness

57.4(i)

should not portray gambling in a context of toughness or link it to resilience or recklessness

57.4(j)

should not suggest gambling is a rite of passage

57.4(k)

should not suggest that solitary gambling is preferable to social gambling

57.4(l)

should not be likely to be of particular appeal to children or young persons, especially by reflecting or being associated with youth culture

57.4(m)

should not be directed at those aged below 18 years (or 16 years for lotteries, football pools, equal chance gaming (under a prize gaming permit or at a licensed family entertainment centre), prize gaming (at a non-licensed family entertainment centre or at a travelling fair) or Category D gaming machines) through the selection of media or context in which they appear

57.4(n)

should not include a child or young person. No-one who is, or seems to be, under 25 years old may be featured gambling or playing a significant role. No32 one may behave in an adolescent, juvenile or loutish way

57.4(o)

for family entertainment centres, travelling fairs, horse racecourses and dog race tracks, and for non-gambling leisure facilities that incidentally refer to separate gambling facilities e.g. as part of a list of facilities on a cruise ship, may include children or young persons provided they are accompanied by an adult and are socialising responsibly in areas that the Gambling Act 2005 does not restrict by age. Marketing communications for a lottery product may include children or young persons. No-one who is, or seems to be, under 25 years old may be featured gambling or playing a significant role

57.4(p)

that exclusively feature the good causes that benefit from a lottery and include no explicit encouragement to buy a lottery product may include children or young persons and they may be featured playing a significant role

57.4(q)

should not exploit cultural beliefs or traditions about gambling or luck

57.4(r)

for events or facilities that can be accessed only by entering gambling premises should make that condition clear

57.4(s)

should not condone or encourage criminal or anti-social behaviour

57.4(t)

should not condone or feature gambling in a working environment. An exception exists for licensed gambling premises.