AFFILIATION AGREEMENT

Your consent to the terms of this Agreement with P4SMedia Ltd. ("Company") is signified by clicking the box entitled "I Have Read and Agreed to the Terms and Conditions of this Agreement" in our Affiliate Sign-Up Form.

YOUR CONSENT CREATES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE COMPANY. IF YOU DO NOT WISH TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT - DO NOT PROMOTE THIS SITE.

W I T N E S S E T H:

WHEREAS,   the Company is operating a website which has certain gaming platform; and

WHEREAS    the Affiliate is experienced in marketing, sales and promotion of online content products and services; and

WHEREAS,   the Parties desire that the Affiliate promote, market and offer certain platforms, for valuable consideration and pursuant to the terms and conditions as set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of all of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.            Definitions

In this Agreement, unless the context otherwise requires:

1.1.      "Affiliate" means a person or entity that has received a written confirmation from Company, as determined by Company at its sole discretion, that its website(s) ("Affiliate Website") were approved  by the Company, are included in the Program, and such Affiliate website(s) are linked to the Company's website(s) in accordance with the terms of this Agreement

1.2.      "Affiliate Eligible User" means a human user who was directed from the Affiliate's website and identified by a Tracker assigned to such Affiliate; provided that: (i) this User has made the minimum real money deposit required for opening an Account in the Company's website(s), and (ii) such user has been approved by the Company, excluding Fraudulent Users.

1.3.      "Applications" means the gaming and Affiliate applications of the Company.

1.4.      "Fraudulent Users" means users who use the Site(s) through illegal means or in bad faith to defraud the Company, regardless of whether or not it actually causes harm to the Company, and create spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Affiliate Fee directly or indirectly with Users, generation of suspicious or "low quality" activity (as determined by the Company in its reasonable discretion, e.g. users who make quick withdrawals or leave static funds), and any other unauthorized use of any third party accounts, copyrights or trademarks ("Fraud Traffic").

1.5.      "Net Revenues" means the total amount wagered by Affiliate Eligible Users, less (a) the total amount won by and paid to Affiliate Eligible Users; (b) taxes and duties (or their equivalent or replacement); (c) amounts returned, deducted, uncollected or withheld due to fraud and/or bad debts of Affiliate Eligible Users; (d) free and promotional bets, credits and bonus amounts actually allowed; and (e) disbursements incurred by the Company in connection with the operation and management of the Platform, as generally outlined in Schedule A attached hereto.

1.6.      "Platform" means the technology, software and ancillary systems that enable the provision of the Applications to Users and the use of the Applications by the Users in accordance with their purpose.

1.7.      "Term" means the duration of this agreement, from its commencement until termination according to Section ‎11.

1.8.      "Terms of Play" means the Company's standards terms and conditions for the use of the Applications as may be amended from time to time and provided to Affiliate.

1.9.      "Tracker" means the unique keyword(s), hyperlink(s) and short code(s) exclusively assigned, upon execution of this Agreement or thereafter, by the Company to Affiliate, enabling the identification and association of Users to Affiliate and the calculation of the Consideration (as defined in Section 4 below).

1.10.  "User" means a natural person over 18 years of age. 

1.11.  "User Data" means any personal data relating to Users and data relating to their Applications'-related activities.

2.            ENGAGEMENT; THE SERVICES

2.1.      Affiliate will make its best commercial efforts to promote market and offer the Applications to potential Users (the "Services"). Without derogating from the generality of the above, Affiliate shall provide the Services in accordance with the Companies guiding and the Affiliate's Marketing Plans, as set from time to time by Affiliate and approved in writing by the Company in advance.

2.2.      Affiliate shall bear all costs and expenses related to the provision of the Services. 

2.3.      Affiliate represents that it is aware and agrees that Users must link through a Tracking URL when signing up in order for Affiliates to receive Affiliate Fees in relation to such potential Eligible Users. In no event shall the Company be liable for, and Affiliate specifically waives any claim or demand for, failure of Affiliate or any user to use the right Trackers, or for a potential Eligible User's failure to properly enter a sign up bonus code. Affiliate understands and agrees that it shall not receive credit for any third party unless it expressly registers such third party under the Affiliate.

2.4.      All advertising and promotion ideas, campaigns and documentation undertaken by or on behalf of Affiliate hereunder, including, without limitation, any free and promotional credits and/or bets, shall be coordinated with the Company and approved in advance by the Company. A copy of all final versions of promotional materials, in any form, shall be provided to the Company, and may not be amended or revised without the Company's prior written consent.

2.5.      Affiliate may engage third parties for the performance of any of its activities hereunder, provided that (a) any such engagement shall be subject to the prior written consent of the Company; (b) Affiliate shall have each such third party undertake in writing to be bound by and comply with the terms and  provisions of this Agreement; and (c) in the event that such third party fails to comply with any of its undertakings as aforesaid, then, upon the Company's request, Affiliate shall terminate its engagement with such third party. Affiliate shall be solely responsible for such third-parties' activities and any consideration due with respect thereto.

2.6.      Affiliate will provide the Company with monthly written reports setting forth the activities performed by or on behalf of Affiliate hereunder, in such form as shall be agreed between the Parties.

2.7.      The Company will provide Affiliate with web-based access to statistics relating to the Services, such as the number of Affiliate Eligible Users that executed the Terms of Play, the Tracker(s) used and the Applications played by Affiliate Eligible Users

2.8.      Affiliate will provide the Company with immediate notice promptly after becoming aware of any actual or suspected under-age Users, fraud, bad debt or other similar activity. The Company shall be entitled to delay any payment to Affiliate hereunder in the event of such notice, or if the Company otherwise becomes aware or suspects of any such activity, for a period of ninety (90) days, so as to enable it to verify the applicable transaction(s) and re-calculate Consideration payments accordingly. The Company shall be entitled to set-off or withhold from Consideration due any such amounts to be returned, deducted or withheld, at its discretion.

3.            CUSTOMER SERVICE; TECHNICAL SUPPORT

3.1.      The Company will be responsible for the provision of customer service to Affiliate Eligible Users with respect to technical, operational and financial aspects of the Applications.

3.2.      Customer service shall be provided to Affiliate Eligible Users in accordance with the customer service policy of the Company that may change from time to time.    

4.            CONSIDERATION; REPORTING AND RECORDS

4.1.      Consideration.

4.1.1.     As full and complete consideration for its services hereunder, Affiliate shall be entitled to receive (i) royalty payments as set forth in Schedule B attached hereto; or (ii) a referral fee in the amount set forth in Schedule B attached hereto, as applicable, in accordance with affiliate's election signified by clicking the either the "Revenue Share Program" box or the "CPA Program" (Cost Per Acquisition) box in our Affiliate Sign-Up Form (the "Consideration"). It is clarified that Affiliate shall not be entitled to receive any payments for any User unless and until such User has been approved and qualified as an Eligible User.

4.1.2.     Each Affiliate shall choose whether to sign up for the Revenue Share Program or the CPA Program, and such decision shall be final and binding. Under no circumstances may an Affiliate change the Compensation Plan to which it has signed up.

4.1.3.     The Consideration shall be payable to Affiliate within thirty (30) days from each calendar month's end, with respect to such Consideration attributed to such calendar month, in US Dollars, against a valid tax invoice and receipt. In the event that the amount due to Affiliate at the end of each calendar month is lower than $100, such amount shall be added to and paid upon the next Consideration payment due to Affiliate. The Affiliate's consideration shall be calculated based on the Company's records, and the Affiliate shall have no claim whatsoever regarding the accuracy truthfulness of the records.

4.1.4.     The company reserves the right, at its sole and absolute discretion, to change, modify, add or remove, at any time, any of the criteria applying to any of the compensation plans, including, without limitation, setting any baseline, threshold, minimum deposits/earnings and/or other demand(s) for qualifying into any of the compensation plans and/or for receiving any affiliate fees.

4.2.      Reporting and Records.

4.2.1.     During the Term and for six (6) months thereafter (the "Record Period"), the Company will keep true and accurate records and books of accounts necessary for the determination of the Net Revenues.

4.2.2.     At the end of every calendar quarter during the Record Period, the Company will provide Affiliate with a report containing such figures and data necessary for the determination of the Net Revenues during such period. For the avoidance of doubt, Affiliate shall have no rights of access to the Company's records.

5.            GRANT OF LICENSE; PROPRIETARY RIGHTS

5.1.      Grant of License. On and subject to the terms and conditions set forth herein, the Company grants the Affiliate a non-exclusive, revocable, non sub-licensable (except as explicitly provided for herein), non-transferable license to use the Platform and the Applications during the Term (the "License"). The License may only be sub-licensed by Affiliate in accordance with the provisions of Section ‎2.5 above.

5.2.      Use of Brand Names; Trade Marks. The Company hereby grants Affiliate the non-exclusive, revocable, non sub-licensable (except as explicitly provided for herein), non-transferable permission and license to use the trademarks and brand-names associated with the Applications as set forth in Schedule C hereto (the "Company Marks"), for the sole purpose of providing the Services during the Term. This right to use the Company Marks may only be sub-licensed by Affiliate in accordance with the provisions of Section 2.5 above. Affiliate acknowledges and agrees that it shall not be entitled to use the Company's name, logo or other trade or service marks or names, except if and to the extent expressly authorized by the Company in writing in advance.

5.3.      Proprietary Rights. The Platform and Applications, the Company Marks and all User Data, including all inventions, ideas, data, works of authorship, discoveries, designs and know-how related to any of the above and any and all right, title and interest in and to any of the above, and any modifications, amendments, enhancements, derivatives, customizations, upgrades, updates, revisions, translations or other alternations or additions made to any of them, including at the request or suggestion of Affiliate or based upon, arising from or in connection with the Services, and any marketing campaigns and advertising ideas, campaigns and materials related thereto ("Proprietary Rights"), are and shall remain the sole and exclusive property of the Company and/or their respective owners, and other than the License and the right granted pursuant to Section ‎5.2 above, no patent, copyright, trademark or other proprietary right or license is granted by this Agreement.

Affiliate shall promptly notify the Company in the event it becomes aware of any actual or threatened infringement of any of the Proprietary Rights, and agrees to cooperate fully with the Company and its nominees to perfect the rights referred to herein, including to obtain patents or register copyrights or trademarks in any and all countries for any Proprietary Rights, to provide information, to take all further action and to execute all papers as the Company may desire, all at the Company's expense. 

5.4.      Non-Exclusivity. In accordance with the terms and conditions of this Agreement, the Company grants the Affiliate the non-exclusive right to direct customers to the Company website. Nothing herein contained shall be construed as prohibiting or limiting the Company's right to grant any similar rights or engage in any similar activities as set forth in this Agreement, with any party and in any territory whatsoever, whether on an exclusive basis or not.

6.            CONFIDENTIALITY

6.1.      Any and all information and data of a proprietary or confidential nature, whether in oral, written, graphic, machine-readable form, or in any other form, including, without limitation, business, financial and technical information, trade secrets, patents, patent applications, copyrights, ideas and inventions (whether patentable or not), and all record bearing media containing or disclosing such information and techniques, relating to the business or technology of the Company, including, without limitation, the platform and applications, disclosed to or otherwise acquired by Affiliate in connection with this Agreement, and any and all Proprietary Rights (collectively, "Confidential Information") are and shall remain the sole and exclusive property of the Company and/or their respective owners.

6.2.      At all times, both during the Term and thereafter, Affiliate (i) will keep the Confidential Information strictly confidential, shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, typically afforded to such confidential information, and will not disclose it, or any part thereof, provide any documentation with respect thereto, or any part thereof, directly or indirectly, to any third party, except (a) with the prior written consent of the Company, (b) if and to the extent required by applicable law, or (c) to those employees of Affiliate who have a need to know and who are subject to obligations of confidentiality similar to those hereunder; and (ii) Affiliate will not use or exploit any Confidential Information or anything relating to it without the prior written consent of the Company, except and to the extent as may be necessary in the ordinary course of performing the services hereunder and in the best interests of the Company.

Notwithstanding the foregoing, Affiliate shall not be obligated to maintain the confidentiality of Proprietary Information which: (i) is or becomes a matter of public knowledge through no fault of Affiliate; (ii) is authorized, in writing, by the Company for release; (iii) was lawfully in Affiliate's possession before receipt from the Company, as evidenced by Affiliate through written documentation; or (iv) is lawfully received by Affiliate from a third party without a duty of confidentiality.

6.3.      Affiliate shall treat the execution of the Agreement and the terms hereof as Confidential Information. The Company shall be entitled to disclose, at its sole discretion, the general terms of engagement between the Parties, including, without limitation, the rendering of Services by Affiliate hereunder.   

6.4.      Nothing herein contained shall prohibit the Company from disclosing, at its sole discretion, Confidential Information which comprises or is a component of the Platform and applications or any other Company Confidential Information.

7.            NON COMPETITION

Subject to any applicable law, during the term of this Agreement and for 12 months thereafter, Affiliate shall not promote or provide any services to any website which is a direct or indirect competitor of Company in the gaming business.

8.            Representations and Warranties of the COMPANY

The Company hereby represents and warrants to the Affiliate as follows:

8.1.      Authority. The Company is duly organized and validly existing under the laws of its jurisdiction of incorporation, and has the requisite power and authority to own its properties and to carry on its business.  The Company has full power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.

8.2.      Enforceability. The consummation of the transactions contemplated by this Agreement will not violate or be in conflict with its contractual obligations or undertakings.

8.3.      Consents. No consent, approval, authorization, order, filing, registration, license or qualification of or with any court, governmental authority or any third party is required to be made or obtained by the Company in connection with the execution and delivery of this Agreement by the Company or the fulfillment by the Company of its obligations hereunder, which has not been obtained.

8.4.      Affiliate agrees and understands that the Company may modify any of the terms and conditions contained in this Agreement, at any time at its sole discretion. Affiliate agrees that posting a change of terms notice or a new agreement to the Affiliates will be 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 consideration fees, Consideration schedules and procedures etc. If any modification is unacceptable, the Affiliate sole recourse is to terminate this Agreement. The continued participation in the affiliates program of the Company will constitute binding acceptance by the terms of the change.

THE FOLLOWING DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT No other warranties, express or implied, are made by the Company hereunder with respect to the PLATFORM AND APPLICATIONS, or any part thereof, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, merchantability, patentability or fitness for a particular purpose, or any other warranty. 

9.            Representations and Warranties of AFFILIATE

The Affiliate hereby represents and warrants to the Company as follows:

9.1.      Authority. Affiliate is duly organized and validly existing under the laws of its jurisdiction of incorporation, and has the requisite power and authority to own its properties and to carry on its business.  Affiliate has full power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.

9.2.      Enforceability. The consummation of the transactions contemplated by this Agreement will not violate or be in conflict with its contractual obligations or undertakings..

9.3.      Consents. No consent, approval, authorization, order, filing, registration, qualification or license of or with any court, governmental authority or any third party is required to be made or obtained by the Company in connection with the execution and delivery of this Agreement by Affiliate or the fulfillment by Affiliate of its obligations hereunder, which has not been obtained.

9.4.      Affiliate has the necessary skills, knowledge, ability, expertise and experience to fulfill its obligations hereunder, shall do so diligently, professionally and conscientiously and consistent with a high level of quality and performance, and shall use its best efforts in the performance thereof.

9.5.      Affiliate shall comply with all applicable laws and regulations in the performance of its activities hereunder. Without derogating from the above, Affiliate will not, directly or indirectly, promote or enable the use of any of the Applications to persons under the age of 18, nor use unsolicited or unauthorized advertising, promotion or contact (including spam, chain letters or pyramid schemes) or any other form or solicitation to engage in any trading scheme to illicit use of the Applications. Affiliate shall further take such appropriate technical and organizational measures to prevent unauthorized or unlawful collection, processing or use of User Data and any loss or damage thereto.   

9.6.      Affiliate shall be solely responsible for the content and manner of its marketing activities and for the technical operation of the Affiliate Site/s and the accuracy and appropriateness of materials posted on therein. Affiliate agrees that his Affiliate Site/s will not, in any way, copy or resemble the look and feel of the Company's Site/s (or any part thereof), nor will the Affiliate create the impression that any of his Affiliate Sites are the Company's Site/s (or any part thereof).

9.7.      Affiliate may not engage, directly or indirectly, in any illegal, improper or unfair activity or any other activity that may otherwise be adverse to the business or reputation of the Company, including without limitation: (a) any activity that contains or promotes libelous, defamatory, discriminatory, obscene, abusive, violent, bigoted, hate-oriented or illegal content; (b) any indiscriminate or unsolicited commercial advertising activity; (c) causing or enabling any transactions to be made other than in good faith, including, without limitation, by means of any device or program.

10.        INDEMNIFICATION

10.1.  Indemnification by Affiliate. Affiliate agrees to indemnify, defend and hold the Company, including its affiliates, shareholders, officers, directors, employees, agents, representatives, successors and assigns (each, a "Company Indemnified Person"), harmless from and against any and all claims, suits, demands, loss, liability, damage or deficiency (including interest, penalties, costs of preparation and investigation and reasonable attorneys' fees) (collectively, "Losses") that any Company Indemnified Person may suffer, sustain, incur or become subject to, arising out of or resulting from (a) any misrepresentation, breach of warranty or breach of covenant made or undertaken by Affiliate under this Agreement; and/or (b) Affiliate's activities hereunder. Notwithstanding the foregoing, Affiliate shall not be liable to the Company hereunder in the event that any such claims or losses are the result of willful misconduct by the Company.

10.2.  Indemnification by the Company. The Company agrees to indemnify, defend and hold Affiliate, including its affiliates, shareholders, officers, directors, employees, agents, representatives, successors and assigns (each, an "Affiliate Indemnified Person"), harmless from and against any and all claims, suits, demands, loss, liability, damage or deficiency (including interest, penalties, costs of preparation and investigation and reasonable attorneys' fees) (collectively, "Losses") that any Affiliate Indemnified Person may suffer, sustain, incur or become subject to, arising out of or resulting from any misrepresentation, breach of warranty or breach of covenant made or undertaken by the Company under this Agreement. Notwithstanding the foregoing, the Company shall not be liable to Affiliate hereunder in the event that any such claims or losses are the result of negligence, willful misconduct, or breach of this Agreement or applicable law by the Affiliate.

10.3.  Notwithstanding anything to the contrary herein, the Company's aggregate liability in connection with this Agreement shall be limited to the Consideration paid to Affiliate during the 12 months period preceding the date of occurrence of the Losses.    

10.4.    NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN ANY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, SUCCESSORS OR ASSIGNS BE LIABLE (under contract, tort or any other head of law), for any indirect loss, consequential loss, INCIDENTAL LOSS, loss of profits, REVENUE OR BUSINESS (whether direct or indirect), loss of earnings or loss of anticipated savings.

11.        Term and Termination

11.1.  This Agreement shall commence upon Affiliate's acceptance of the terms and conditions of this agreement in the manner specified in the preface above. The agreement shall continue in full force until terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail. The Company reserves the right to withhold the Affiliate's last payment in order to insure that the correct amount is paid.

11.2.  Notwithstanding anything else to the contrary herein, either Party may terminate this Agreement without advance notice in the event that the other Party:

11.2.1. Breaches any term of this Agreement and either such breach is not capable of remedy or such breach is not remedied within fourteen (14) days from the date of being notified in writing of such breach by the non-defaulting Party; or

11.2.2. Ceases to carry on its business for a period longer than thirty (30) days, is unable to pay its debts (as evidenced by written documentation) or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a corporate reorganization) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrative receiver or an administrator appointed on its assets, and action or proceeding is not dismissed within forty-five (45) days.

11.3.  Notwithstanding anything else to the contrary herein, the Company may terminate this Agreement without advance notice, without derogating from any other remedy to which the Company may be entitled in the event that Affiliate commits an act of fraud or embezzlement against the Company or any User or willfully takes an action injurious to the business or prospects of the Company.

11.4.  In the event that the performance of this Agreement by a Party is delayed or becomes impossible because of any act of God, fire, earthquake, strike, civil commotion, act of government or any other event of force majeure, that Party may upon notice to the other Party suspend its performance of this Agreement for the duration of such interruption. If either Party’s performance of this Agreement is suspended because of such force majeure event for more than ninety (90) days, the other Party may terminate this Agreement by written notice of an immediate effect.

11.5.  Upon termination or expiration of this Agreement for any reason whatsoever, (a) the License and any rights granted with respect to Company Marks shall forthwith expire, (b) Affiliate shall promptly return to the Company all Confidential Information and any copies thereof; and (c) Affiliate shall immediately discontinue any activities it may then conduct hereunder. The Company reserves the right to continue to operate any or all of the Trackers following the Term at its discretion, at no additional compensation to Affiliate.

11.6.  The provisions of Sections ‎5.3, ‎6, ‎7, ‎10 and ‎12 shall survive the termination or expiration of this Agreement for any reason whatsoever, or any renewal thereof, pursuant to their respective terms.

12.        MISCELLANEOUS

12.1.  Relationship of the Parties; Independent Contractor. Affiliate is an independent contractor and shall not be considered an agent or employee of the Company. Nothing in this Agreement shall be deemed or construed as creating a joint venture or partnership between the Parties. Neither Party is by virtue of this Agreement authorized as an agent, employee or legal representative of the other. Neither Party shall have any power or authority to bind or commit the other, or make any representations or warranties on behalf of the other Party.

12.2.  Entire Agreement. This Agreement, together with the exhibits and schedules attached hereto, constitute the full and entire understanding and agreement between the Parties with regard to the subject matters hereof and thereof and terminate and replace any previous agreements and/or arrangements between the Parties relating thereto.

12.3.  Independent Investigation. Affiliate acknowledges that he has read this Agreement, has had an opportunity to consult with a legal advisor if he desires, and agrees to all its terms and conditions. Affiliate has independently evaluated the desirability of participating in the Affiliate Program and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

12.4.  Amendment; Waiver. Any term of this Agreement may be amended only with the written consent of the Parties hereto. The observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the Party against such waiver is sought. No consent or waiver, express or implied to or of any breach or default in the performance of any obligations hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

12.5.  Successors and Assigns; Assignment. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. None of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred by Affiliate without the prior consent in writing of the Company, except as expressly provided otherwise in this Agreement. The Company may assign and transfer any of its rights, privileges, or obligations set forth in, arising under, or created by this Agreement, at its discretion, to an assignee who shall assume all of its obligations hereunder.

12.6.  Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Israel. Any dispute arising out of, or relating to this Agreement, its interpretation or performance hereunder shall be resolved exclusively by the competent court of the city of Tel Aviv, and each of the Parties hereby submits exclusively and irrevocably to the jurisdiction of such court.

12.7.  Notices. Any notice required or permitted to be given to a Party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed given to such party under this Agreement on the earliest of the following: (a) the date of personal delivery; (b) the first business day following transmission by facsimile or electronic mail, addressed to the party at its facsimile number or electronic mail, with confirmation of transmission; (c) one (1) day after deposit with a return receipt express courier for domestic deliveries; (d) five (5) days after deposit in local mail by registered or certified mail (return receipt requested) for international deliveries; or (e) when actually received, if earlier. Notices hereunder shall be sent to the addresses as either party may specify in writing.

12.8.  Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement, the remainder of this Agreement shall remain in full force and effect and shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law; and provided, further, that in any event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded or limited provision.

12.9.  Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile signatures of a Party shall be binding as evidence of such Party's agreement hereto and acceptance hereof.

Schedule A

Disbursements

Disbursements mean all applicable charges that consist among others:

§         Age verification process

§         Address verification

§         Processing fees (premium SMS, premium call, credit card, cash, etc.)

§         Delivery fees

§         Bonuses

§         Chargebacks

Schedule B

Consideration

(I)    REVENUE-SHARING PROGRAM

 Affiliates commissions are based on the Net Gaming Revenue (NGR)*.

*NGR = Total wagers- total winnings - chargeback- credit – bonuses – all harder communication cost (sms sends, application delivery costs. All charges are at direct costs)

(II) CPA PROGRAM
(Cost per Acquisition)
  

·         0 – 10kTermination for Inactivity - Company has the right to terminate Affiliate's participation in the CPA Program in the event of inactivity by Affiliate, and Affiliate hereby waives any claim and/or demand against the Company in this respect. For the purposes hereof, the term "inactivity" shall mean generation by Affiliate of less than _____ Eligible Users within a period of ____months.

Schedule C

Company Marks