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This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, BingoPalace, and you, regarding your application to participate as an affiliate (an "Affiliate") of BingoPalace and the establishment of links from your Web site to the "BingoPalace" site.

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 you and us.

1. Affiliate Program Application and Enrollment

To become an Affiliate you will have to submit a completed Affiliate Program Join Form. You will automatically receive confirmation of your acceptance as an affliate. We will review your site and your account may be disabled if we determine, in our sole discretion, that your Web site is not suitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content on your Web site that we deem is in any way unlawful, harmful, threatening, defamatory, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, contains (i) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (ii) graphic violence, (iii) politically sensitive or controversial issues or (iv) any unlawful behavior or conduct. If we disable your account, you are welcome to reapply to the Affiliate Program at any time.

2. Setting Up Links

After your site has been accepted and your Affliate Program Account created, we will make available to you, banner advertisements, button links, text links and other links as determined by BingoPalace which shall all link to Our Site (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 BingoPalace and which BingoPalace have approved ("Alternative Sites"), you shall be obligated to request and receive BingoPalace'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 BingoPalace 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 Site. You may not advertise Our Site in any other way including, without limitation, the use of spam e-mails.

3. Real New Players

We will track the number of Real New Players. A "Real New Player" is defined as a new user without a prior account with BingoPalace (which includes an account with any of the entities operated by BingoPalace) who accesses Our Site through the Links placed on your Web site, opens a new user account and makes the required minimum deposit of $50 in such account. 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. BingoPalace's measurements and calculations in relation to the number of Real New Players shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the number of Real New Players available to you through our Affiliate Program information site. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and Our Site are properly formatted throughout the term of this Agreement.

4. Commissions

All commissions shall be paid to you on a monthly basis within approximately 30 days following the end of each month. BingoPalace 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 $50 (the "Minimum Amount"), BingoPalace shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount. BingoPalace 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 BingoPalace retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that BingoPalace 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. Please note that “Per Sign Up Plan” payments will be carried out only after a minimum of three players are signed up under the specific affiliate account.

You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving commissions and BingoPalace shall not be held liable for your delayed receipt of commissions due to your provision of inaccurate details.

5. Contact with Real New Players

All Real New Players shall be considered as customers of BingoPalace only. Should you wish to contact a Real New Player you are obligated to first receive BingoPalace's written approval for such contact and without such approval you are expressly forbidden from making contact and corresponding with Real New Players. If in the opinion of BingoPalace you either try to or do make contact with a Real New Player without BingoPalace's written approval, BingoPalace shall be entitled to immediately terminate this Agreement and to withhold all commissions owing to you at such time. Further, if following your receipt of BingoPalace's written approval for your contacting or corresponding with a Real New Player, BingoPalace deems that such contact or correspondence is against the best interests of BingoPalace, BingoPalace shall have the right both to revoke the approval previously granted and to terminate this Agreement and to withhold all commissions owing to you at such time.

6. Non-Exclusive Limited License and Use of BingoPalace Logos and Trademarks

We grant you a non-transferable, non-exclusive, revocable license to place the Links on your Web site during the term of this Agreement, and solely in connection with the Links, to use our logos, trade names, trademarks, service marks and similar identifying material (collectively, "Licensed Materials"), solely for the purpose of promoting Our Site. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may not use any Licensed Materials for purposes other than promoting Our Site, without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays BingoPalace or anyone else negatively. We reserve all of our rights in the Licensed Materials and all other intellectual property rights. We may revoke your license at any time by written notice to you. You acknowledge that, except for the license expressly granted in this Agreement, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or through the exercise of any rights in the Links or the Licensed Material granted to you under this Agreement. This license shall terminate upon the termination of this Agreement.

7. 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 BingoPalace, 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 BingoPalace 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 BingoPalace and has the potential to cause substantial damage to BingoPalace's reputation and goodwill and that you shall at all times consider the goodwill and reputation of BingoPalace and BingoPalace's name.

8. Term

The term of this Agreement will begin upon your acceptance to the Affiliate Program and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with our without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Web site, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Affiliate Program.

9. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and our sole discretion. Posting on our Affiliate Program information site of a change of terms notice or a new agreement is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our Web site will constitute binding acceptance of the change. Due to the above, we advise you to frequently visit the Affiliate Program information site.

10. 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.

11. Relationship of Parties

You and BingoPalace are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

12. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or any products or other items sold through the Affiliate Program (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Web site will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.

13. Representations and Warranties

You hereby represent and warrant to us the following: (i) this Agreement has been duly and validly executed by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; (ii) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; and (iii) you are an adult of at least 18 years of age.

14. Confidentiality

We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.

15. Indemnification

You hereby agree to indemnify, defend and hold harmless BingoPalace, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by you or any representation or warranty made by you herein; or (ii) any claim related to your Web site.

16. Entire Agreement

The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.

17. Independent Investigation

You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, 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 competitive with your Web site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

18. Anti-Spam Policy

This site has a very strict Anti-Spam policy and as part of it you cannot:
- Send e-mails to our customers on our behalf.
- Send e-mails to any ‘purchased list’ on our behalf.
- Employ any technique to otherwise misrepresent yourself with BingoPalace via e-mail or any other way.
Any violation to this policy will result in the immediate termination of this Agreement.

19. Miscellaneous

This Agreement and any matters relating hereto shall be governed by, and construed in accordance with Costa Rican law and shall be subject to the exclusive jurisdiction of Costa Rican laws. 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 enforceable against the Parties and their respective successors and assigns. 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 provision or any other provision of this Agreement.