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

1. Grant of Promotion and Distribution License
1.1. TotalPoker grants the Referral Company 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 Referral Company herein are reserved by TotalPoker.

2. Obligations of TotalPoker
2.1. TotalPoker shall retain the right to provide the Service and operate its Affiliate Program in any form TotalPoker deems appropriate; and retains the right to change any part of the Service, at any time and in any manner TotalPoker deems appropriate, and make alterations to its Affiliate Program without prior notice to the Referral Company. However, any strategic change of policy towards the Referral Company, such as the cancellation of any part of the Service at any time, shall be made with prior notice to the Referral Company.

2.2. TotalPoker shall retain the right to cancel any part of the Service or alter and/or close its Affiliate Program at any time and in any manner TotalPoker deems appropriate. However, should TotalPoker wish to cancel any Promotion Rights because of any failure or breach of these Terms and Conditions on behalf of the Referral Company, TotalPoker shall give the Referral Company notice of this fact in order to give the Referral Company the opportunity to make desired modifications. Cancellation shall be effective seven (7) days after notice of cancellation to the Referral Company unless the desired modifications have been made and/or other terms have been agreed upon within this seven-day period.

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

3. Obligations of The Referral Company
3.1. The Referral Company shall use its best efforts to actively and effectively advertise, market and promote the Service and, optionally, the TotalPoker Affiliate Program as widely as possible so as to maximize the benefit to the Referral Company and to TotalPoker.

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

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

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

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

4. Compensation
4.1. As used herein, the Referral Company's compensation ("Referral Percentage") shall be defined as the compensation due to the Referral Company, based on (1) a percentage of actual monthly gross revenue ("Net Gaming") generated by the customers ("Users"), who have been identified as having utilized the Service as a result of having first been referred to the Service by the Referral Company and (2) a percentage of the Net Gaming-based commission earned by each TotalPoker Affiliate Program participant, who has been identified as having been first referred to join the TotalPoker Affiliate Program by the Referral Company. Monthly gross revenue or "Net Gaming" is the sum of the monthly net rake contributed by the referred customers.

The Referral Company who refers others to join the TotalPoker Affiliate Program shall be defined as the "Parent Partner." Each referred program participant shall be defined as a "Sub-Partner" of the "Parent Partner." The TotalPoker Affiliate Program allows the Referral Company, in the capacity of acting as a "Parent Partner," to earn compensation based on a percentage of the commission earned by each Sub-Partner on no more than five (5) "Sub-Levels" (wherein Sub-Partners on "Sub-Level 1" are those directly referred to the affiliate program through the links on the Parent Partner's web site and Sub-Partners on "Sub-Level 2" are those referred to the affiliate program through a link on a web site belonging to a Sub-Partner on Sub-Level 1 and so forth.)

The actual Referral Percentage shall be equal to:

(1) 25% of gross monthly revenue ("Net Gaming") up to USD 100,000 generated by Users who utilize the Service after first having been referred to the Service by the Referral Company. The actual percentage on any and all gross revenue in excess of USD 100,000/month (received from Users who utilize the Service after having first been referred to the Service by the Referral Company) shall be subject to a separate agreement between the parties, plus

(2) 10%-1% of the monthly Net Gaming-based commission sums earned by the Referral Company's Sub-Partners on Sub-Levels 1-5. The actual percentages for each Sub-Level applied in the calculation of the Referral Percentage payable to the Referral Company are specified in the table below:

4.3. TotalPoker shall have the right to withhold any and all payments to the Referral Company if the Referral Company is in breach of these Terms and Conditions.

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

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

5.3. If Promotion Rights are canceled, and the Referral Company is not in default of these Terms and Conditions, the Referral Company shall have the right to continue to receive a Referral Percentage as defined in Section 4.1 for four months after the day Promotion Rights are cancelled.

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

6. Account Statements
6.1. All payments due to the Referral Company shall be made on or before the twentieth (20th) day of each month, and will reflect payment for services rendered during and/or before the preceding month. Payment shall be accompanied by a written statement that specifies the calculation of the sum to be paid to the Referral Company based on the terms defined in Section 4.1. In addition, statements may be adjusted by TotalPoker from time to time to reflect overpayments, customer chargebacks and/or credits or underpayments to customers by TotalPoker

6.2. The Referral Company shall have the ability to monitor the Referral Percentage and payments in real time on a secure web site through the use of an online monitoring system.

7. Exclusivity, Non-Competition and Ownership of Servicename
7.1. The Referral Company agrees, understands and acknowledges that TotalPoker may enter into agreements of this type with third parties to promote the Service or a similar version thereof.

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

7.3. The Referral Company acknowledges that TotalPoker owns and retains all copyrights and other proprietary rights, as well as any software supplied by TotalPoker, in all of the foregoing. The Referral Company shall not assert any claim or interest in any trademark, trade name, copyright, service mark or logo belonging or licensed to TotalPoker, or do anything to adversely affect their validity or enforceability. This includes any act or assistance in any act that may infringe upon, or lead to the infringement of, any software copyright.

7.4. Without limiting the generality of the foregoing terms, the Referral Company 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 TotalPoker. The Referral Company 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 Referral Company's name or any name under which the Referral Company conducts business. The Referral Company shall not affix a trademark, logo or trade name of TotalPoker to any non-TotalPoker product. The Referral Company shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by TotalPoker.

8. Confidentiality and Non-Disclosure
The Referral Company and TotalPoker each agree that each may have access to, and become acquainted with, confidential information of the other. The Referral Company and TotalPoker 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 Referral Company warrants, represents and covenants to TotalPoker 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 and/or the TotalPoker Affiliate Program to Users and others.

9.2. The Referral Company agrees to indemnify and render TotalPoker 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 Referral Company of any representation, warranty or agreement contained in this Section 9 or elsewhere in these Terms and Conditions.

10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of British Virgin Islands.


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