The Affiliate Agreement

This AFFILIATE AGREEMENT (the "Agreement") is entered into between WagerWebAffiliates ("WagerWebAffiliates"), a company domiciled in Costa Rica and owner of affiliates.wagerweb.com website and you, as a participant in the affiliate program ("Affiliate").

BACKGROUND

A. WagerWebAffiliates is in the business of online sports books and casinos, which are accessed through the use of a personal computer, modem and/or direct Internet access, and by phone.

B. Affiliate desires to obtain from WagerWebAffiliates, and WagerWebAffiliates agrees to grant Affiliate the non-exclusive right and license to advertise, market and promote the Service, in accordance with the following terms and conditions.

TERMS AND CONDITIONS

1. Grant of Promotion and Distribution License

1.1 WagerWebAffiliates grants to Affiliate the non-exclusive, non-transferable right and license to advertise, market and promote the Service, in accordance with the terms and conditions hereof.

1.2 All other rights and licenses not expressly granted to Affiliate herein are reserved by WagerWebAffiliates.

2. Obligations of WagerWebAffiliates

2.1 WagerWebAffiliates will provide access to a sophisticated online reporting system. This system will show which customers have been initiated by the Affiliate and the status of each of the customer's bets. The choice of content for the Service, and the choice of persons retained to deliver the Service's, shall be determined by WagerWebAffiliates in its sole discretion. WagerWebAffiliates may at its sole discretion use a periodic reporting system instead of the online system.

2.2 WagerWebAffiliates shall retain the right to provide the Service in whatever form WagerWebAffiliates deems appropriate.

2.3 WagerWebAffiliates shall retain the right to change any part of the Service at anytime, without notice to Affiliate, in whatever manner WagerWebAffiliates deems appropriate.

2.4 WagerWebAffiliates shall retain the right to cancel any part of the Service at any time, without notice to Affiliate, in whatever manner WagerWebAffiliates deems appropriate.

2.5 Notwithstanding anything in this Agreement, WagerWebAffiliates shall not be held responsible or liable for any loss of income or loss of ability to produce income, on the part of the Affiliate, arising from any inability of WagerWebAffiliates to deliver the Services contemplated in this Agreement for any reason whatsoever, whether WagerWebAffiliates is at fault or whether a third party is at fault.

3. Obligations of Affiliate

3.1 Affiliate shall use best commercially reasonable efforts to actively and effectively advertise, market and promote the Service as widely and aggressively as possible so as to maximize the financial benefit to Affiliate and to WagerWebAffiliates. Affiliate shall only engage in advertising, marketing and promotional efforts that do not violate any laws and which reflect positively upon the business reputation of WagerWebAffiliates. In particular, Affiliate agrees to market the product in a manner that is consistent with the content and style of the Service. In connection therewith, WagerWebAffiliates 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 Affiliate in connection with the Service. Approval may be withheld if WagerWebAffiliates determines, in its sole discretion, that any such activities would tend to reduce the value of, or would impair WagerWebAffiliates's goodwill and business reputation, or would expose WagerWebAffiliates to legal liability.

3.2 Notwithstanding any approval by WagerWebAffiliates given in accordance with section 3.1 of this Agreement, WagerWebAffiliates shall under no circumstances be held liable for, and Affiliate shall indemnify, defend and hold WagerWebAffiliates harmless against, any and all claims asserted against WagerWebAffiliates by reason of Affiliate's marketing and promotional efforts undertaken hereunder.

3.3 Affiliate shall bear all costs and expenses incurred in connection with the advertising, marketing and promotion of the Service, including but not limited to all costs relating to the marketing.

3.4 Affiliate will be responsible for its pro rata portion of any credit card charge backs, NSF cheques or account holder fraud from any account holders referred to WagerWebAffiliates by Affiliate.

4. Compensation

4.1 As used herein, "Affiliate Percentage" shall mean the percentage paid to Affiliate of the Net Gaming Profit (NGP) received from a user (the "Customer") that is sent to WagerWebAffiliates by Affiliate. The actual Affiliate Percentage shall be up to 50% of the NGP. "NGP" shall mean the total amount wagered in the sports book(the "Handle"), less the total amount paid out as winnings in the sports book, less the amount for all merchant transaction fees.

4.2 During the term of this Agreement, WagerWebAffiliates shall pay Affiliate Monthly through the Affiliates WagerWebAffiliates wagering account. If the Affiliate referred Customers are net winners for a period, this will be reflected as a negative balance in the Affiliate WagerWebAffiliates Account, and this amount will have to be paid off before any more monies are available to Affiliate. This negative balance is not a financial obligation for any other reason than to offset fees paid to Affiliate under this Agreement and will not ever extend past the termination of this Agreement for any reason.

5. Term and Termination

5.1 This Agreement shall commence and be deemed effective on the date when accepted by an authorized representative of the Affiliate (the "Effective Date"). This Agreement shall be deemed to be accepted by the Affiliate when the Affiliate hits the submit button on the Affiliate Join page. WagerWebAffiliates can at its sole discretion determine that the volume of business from the Affiliate site is not sufficient to warrant continuation of this Agreement and terminate this Agreement with thirty (30) days written notice.

5.2 Customers using WagerWebAffiliates's facilities and all information relating to these Customers shall remain the property of WagerWebAffiliates at all times during the operation of this contract and after termination.

5.3 If Affiliate at any time stops promoting the Service, WagerWebAffiliates maintains the right to terminate the Agreement without notice.

6. Accounting Statements

6.1 All payments due to Affiliate by WagerWebAffiliates shall be made weekly at source through the Affiliates WagerWebAffiliates Wagering account. WagerWebAffiliates will provide online statements which specify the gross revenues received by WagerWebAffiliates with respect to the Affiliate Customers, the number of Affiliate Customers wagering and the calculation of the monies being paid to Affiliate. All statements will be prepared and provided by WagerWebAffiliates.

7. Exclusivity, Non-Competition and Ownership of Service Name

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

7.2 Affiliate has not paid consideration for the use of WagerWebAffiliates's or WagerWebAffiliates licensee's trademarks, logos, copyrights, tradenames, the Service name referred to in Recital B, or designations, and nothing contained in this Agreement shall give Affiliate any right, title or interest in or to any of them. Affiliate acknowledges that WagerWebAffiliates and WagerWebAffiliates licensees own and retain all copyrights and other proprietary rights in all of the foregoing, as well as any Software supplied by WagerWebAffiliates. Affiliate shall not at any time during or after this Agreement, assert or claim any interest in or to, or do anything which may adversely affect the validity or enforceability of any trademark, tradename, copyright, servicemark or logo belonging or licensed to WagerWebAffiliates (including any act or assistance to any act which may infringe or lead to the infringement of any copyright in the Software). Without limiting the generality of the foregoing, Affiliate shall not attempt to register, or assist any third party in attempting to register any trademark, tradename 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 WagerWebAffiliates. Affiliate shall not attach any additional trademarks, logos or trade designations to the Software and shall ensure that none of the trademarks (or any variation thereof) appear in any portion of Affiliate's name or any name under which Affiliate does business. Affiliate shall not affix a trademark, logo or tradename of WagerWebAffiliates or WagerWebAffiliates Licensees to any non-WagerWebAffiliates product. Affiliate shall not alter, erase, deface or overprint any proprietary rights notice on anything provided by WagerWebAffiliates.

8. Confidentiality and Non-Disclosure

8.1 Affiliate and WagerWebAffiliates each agrees that during the course of this Agreement, each may have access to and become acquainted with Confidential Information of the other. Affiliate and WagerWebAffiliates each specifically agrees that it shall not misuse, misappropriate or disclose any such Confidential Information, directly or indirectly, to any third party or use any such Confidential Information in any way, either during the Term of this Agreement or at any time thereafter. Affiliate and WagerWebAffiliates each acknowledges and agrees that the sale or unauthorized use or disclosure of any such Confidential Information obtained by the other during the Term of this Agreement shall constitute unfair competition and shall cause the party owning the Confidential Information to suffer great and irreparable harm. Affiliate and WagerWebAffiliates each further acknowledge and agree that, except as otherwise provided in this Agreement, all such Confidential Information is and will remain the sole and exclusive property of the disclosing party. The terms of this section shall survive the expiration or termination of this Agreement.

8.2 For purposes of this section 9, "Confidential Information" means (a) discoveries, concepts and ideas, whether patentable or not; (b) business or technical information, including but not limited to product or Service plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development, and know-how; (c) any information designated as "confidential", "proprietary", or "secret" or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential, proprietary or secret.

8.3 The obligations of section 9.1 shall not apply to the extent that any Confidential Information (a) becomes generally available to the public through no fault of the party to whom it was disclosed; (b) is or has been disclosed to such party directly or indirectly by a person under no obligation of non-disclosure to the disclosing party; or (c) is required to be disclosed under any laws, rules, regulations or governmental orders provided, however, that the party to whom it was disclosed shall have the burden of proving any of the foregoing exceptions by conclusive relevant evidence.

8.4 Notwithstanding anything to the contrary contained herein, the parties agree that the financial terms and conditions of this Agreement are to remain strictly confidential, and that neither party will disclose such financial terms and conditions to any third party without the prior written consent of the other party. This section shall not apply to disclosures which are required by law (such as any WagerWebAffiliates reporting requirements), by order of a court with competent jurisdiction, or to each party's respective attorneys, accountants, and business advisors under a similar duty of confidentiality.

9. Representations, Warranties and Indemnity

9.1 Affiliate warrants, represents and covenants to WagerWebAffiliates that: (a) Affiliate has the full legal right, power and authority to enter into and perform this Agreement, and to grant to WagerWebAffiliates the rights set forth in this Agreement; and (b) Affiliate will obtain all necessary rights, licenses, permissions, business permits, and will comply with all applicable laws, rules and regulations in this connection in offering the Service to end-users.

9.2 Affiliate agrees to indemnify and hold WagerWebAffiliates harmless, and further agrees to defend WagerWebAffiliates through the service of an attorney chosen and approved by WagerWebAffiliates, from and against any and all claims, liabilities, causes of action, damages, judgments, costs and expenses (including reasonable attorney's fees) arising out of or in any way connected with any breach or alleged breach by Affiliate of any representation, warranty or agreement contained in this section 10, or elsewhere in this Agreement.

9.3 In no event shall WagerWebAffiliates be liable to the Affiliate, Affiliate's Customers or any other third party claim for any indirect, special, or consequential damages, including lost profits, whether based upon a claim or action of contract, warranty, negligence, or other tort or breach of any statutory duty, indemnity or contribution, or otherwise arising out of this Agreement, or the use and promotion of the Service, and/or any other act or omission relating to the Service in any connection to the sale or promotion of the Service, even if, in any such case, WagerWebAffiliates has been advised of the possibility of such damages.

10. No Representation or Guarantee Regarding Profits or Income

10.1 Affiliate agrees, understands and acknowledges that WagerWebAffiliates, it's licensees, it's sub entities, it's agents, it's officers, it's directors, and/or accountants have made no representation of any nature whatsoever to Affiliate and/or Affiliate's agents, servants and/or employees regarding profits, income, or money which Affiliate may obtain or generate from the Service and/or from entering into this Agreement and/or from marketing and/or promoting any version of this Service, and/or form any other matter relating to this Agreement and/or to the subject matter of this Agreement. Any expression by WagerWebAffiliates in this regard is an expression of opinion only and Affiliate agrees understands and acknowledges that they have not been induced to, and/or persuaded thereby to, enter into this Agreement and that Affiliate has entered in to the Agreement of their own free will and choice, without any force or duress, and only after thorough, complete, full, and thoughtful investigation and after obtaining independent advice and counsel from their accountant, their attorney, and their financial advisors.

11. Assignment

11.1 This Agreement and rights and duties hereunder may not be assigned or transferred, either in whole or in any part by Affiliate without the express prior written consent of WagerWebAffiliates, which consent shall not be unreasonably withheld.

12. Binding Effect

12.1 This Agreement and the provisions hereof shall be binding upon and inure to the benefit of the subsidiaries, affiliates, officers, directors, employees, agents, families, heirs, beneficiaries, executors, administrators, personal representatives, successors-in-interest and assigns of the respective parties hereto, and any entity which acquires either of the respective parties hereto.

13. Severability

13.1 If it is determined by a court of competent jurisdiction that any provision contained in this Agreement is illegal or unenforceable, such determination shall solely affect such illegal or unenforceable provision and shall not affect the validity or enforceability of the remaining provisions of this Agreement.

14. Further Acts

14.1 Each party agrees to perform such further acts and to execute and deliver to the other party any and all further documents which are required to carry out the purpose and intent of this Agreement or any of the provisions contained herein.

15. Notices

15.1 Except as otherwise provided herein, all notices, payments, or any other communications provided for herein shall be in writing or emailed and shall be given by email or personal delivery, or by mail, certified or registered, postage prepaid, return receipt requested, sent to the other party to this Agreement to whom it is given at the address set forth below, or such other address as either party to this Agreement may direct by notice given in accordance with the provisions of this Section. All notices shall be deemed effective upon personal delivery, or seven (7) days following deposit in the mail, or three (3) days following delivery through electronic mail (email):

TO: WagerWebAffiliates
Attention: WagerWebAffiliates Affiliate Manager
Al Frente Archivo Nacional
Costa Rica

Email: affiliates@wagerweb.com

16. Relationship of the Parties

16.1 This Agreement does not create a partnership or joint venture between the parties hereto and neither party shall have the power or authority to obligate or bind the other in any manner whatsoever.

17. Entire Agreement

17.1 This Agreement supersedes all prior negotiations, understandings and agreements between the parties hereto concerning the subject matter hereof. WagerWebAffiliates may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available Referral fees, fee schedules, payment procedures, and program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

18. Survival of Rights

18.1 Notwithstanding anything to the contrary contained in this Agreement, any obligations which remain executory after expiration of this Agreement shall remain in full force and effect until discharged by performance and such rights as pertain thereto shall remain in full force and effect until their expiration.

19. Headings

19.1 The headings used concerning the paragraphs and subparagraphs of this Agreement are inserted only for purposes of reference. Such headings shall be not deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT 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 COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.