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AFFILIATE SERVICES AGREEMENT

BETWEEN Alea Games N.V., a company registered in Curaçao, operating under the License No. 8048/JAZ2014-031, located at Ecommerce Park, Vredenberg, Curaçao, (hereinafter referred to as the “Company”), AND YOU: the individual or business entity stated in the affiliate sign up form (hereinafter referred to as the “Affiliate”),

WHEREAS:

The Affiliate hosts a website for marketing purposes;

The Company provides online casinos, namely SlotsMillion and LadyLucks (the “company websites“); and makes use of Affiliates in order to promote and market the websites through its affiliate program, which is outlined from time to time by the Company (the “Affiliate Program”);

The Company desires to, and the Affiliate agrees to, enter into an agreement whereby the Affiliate will promote one or both company websites, by linking to the company websites in accordance with the terms of this Agreement.

The parties hereby agree as follows:

1. The Purpose
The Company offers online casino play via casino websites, namely SlotsMillion and LadyLucks (hereinafter referred to as “the company websites”.)

The Affiliate maintains and operates one or more websites on the internet (hereinafter collectively referred to as the “affiliate sites”).

This Agreement is to govern the terms and conditions with regards to the promotion of the websites held by the company by the Affiliate, the commission payable to the Affiliate depending on the traffic generated to the company websites, subject to the terms and conditions of this Agreement, and to the applicable commission structure as mentioned further on in this Agreement.

2. Enrollment and acceptance
To enroll as an affiliate in the Alea Affiliates affiliate program, you will need to register by completing the online form.

By promoting any of the participating brands through material such as banners, text links, mailers, or similar marketing tools aimed to direct potential users to our sites, you are deemed to have agreed to be bound by all the terms and conditions set out in this Agreement.

3. Relationship

With this Agreement, you are an affiliate of the sites and get rewarded a commission for referring customers to the company websites as detailed hereunder in this agreement.

Both parties are considered individual entities and this Agreement does not in any way create any legal relationship such as partnership, franchise, joint venture, agent or agency, sales representative, or any kind of employment between the parties. You are not allowed to represent the company websites on their behalf nor make any statements that might in any way conflict with this agreement.

Nothing contained in this Agreement, nor any action taken by any party to this Agreement, shall be deemed to constitute either party (or any of such party’s employees, agents, or representatives) an employee, or legal representative of the other party, nor to create any partnership, joint venture, association, or syndication among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other.

4. Rights and Obligations of the Affiliate
The Affiliate shall provide the services as agreed to effectively advertise and promote the participating company websites in order to help optimize the benefit for all Parties.

The Affiliate shall adhere to the guidelines of the Company from time to time determined.

The Affiliate operates under its own name and is responsible for the development, operation, and maintenance of their sites as well as for all material appearing on the Affiliate sites.

All of the content of the Affiliate sites and the Affiliate’s marketing activities shall be in a professional, proper, and lawful manner under the applicable laws, and in accordance with the terms of this Agreement.

The Affiliate may not purchase or register keywords, search terms, or other identifiers for use in any search engine, portal, sponsored advertising service, or other search or referral service which are identical or similar to any of the Company’s trademarks or include metatags on the Affiliate sites which are identical or similar to any of the Company’s trademarks. The Affiliate may use or purchase any of the above mentioned terms in this article only by obtaining prior approval in writing.

The Affiliate agrees to only use materials provided by the company’s Affiliate Program or any other material which the company has approved in writing to be so used in order for commission to be paid.

The Affiliate may not use any framing techniques or technology on the company websites, or encourage any third party to do so.

The Affiliate may not be under 18 years of age; and he/she is obliged to provide the Company upon request a copy of his/her ID or passport.

The Affiliate shall not perform any act which is libellous, discriminatory, obscene, or otherwise unsuitable, or which contains sexually explicit, pornographic, obscene or graphically violent materials. Further, the Affiliate sites shall not use the Company’s trademark in any way that may harm the Company, its trademark, its goodwill, and its branding. It is essential that the Affiliate sites reflect positively upon the company websites.

The Affiliate hereby agrees that traffic to the company websites will not be generated by illicit or fraudulent activity, mainly but not limited to sending spam or registering as a player or making deposits directly or indirectly to any player account through his tracker(s) for its own personal use and/or the use of its relatives, friends, employees, or other third parties, or in any other way attempt to artificially increase the commission payable or to otherwise defraud the Company. Violation of this provision shall be deemed to be fraud.

The Affiliate agrees that the Affiliate sites are not presented in such a way that it might give rise to confusion with the company websites and/or the Company.

The Affiliate may not use the company websites or other terms, trademarks, and other intellectual property rights that are vested in the Company unless it has been provided to the Affiliate for that purpose by the Company, or the Company explicitly consents to such use in writing.

The Affiliate shall not target any person who is under the legal age for gambling, nor target any restricted jurisdictions where gambling and the promotion thereof are illegal; such restricted jurisdictions include: Anguilla, Australia, Belgium, Bermuda, British Indian Ocean Territory, Estonia, Portugal, Romania, Serbia, Cayman Islands, Czech Republic, Cyprus, Denmark, Falkland Islands Malvinas, France, French Guiana, French Polynesia, French Southern Territories, Gibraltar, Guadaloupe, Guam, Guernsey, Hungary, Isle of Man, Israel, Italy, Jersey, Martinique, Mayotte, Montserrat, Netherlands, New Caledonia, Northern Mariana Islands, Pitcairn, Poland, Reunion, Russia, Saint Barthelemy, Saint Helena, Saint Martin, Saint Pierre and Miquelon, South Georgia and the South Sandwich Islands, Spain, Turks and Caicos Islands, United States, United States Minor Outlying Islands, Vanuatu, Virgin Islands UK, Virgin Islands US and Wallis and Futuna.

The Affiliate shall hold indemnified and harmless the Company and each of its employees, shareholders, and partners (the “Indemnified Parties”) from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses), and liabilities suffered or incurred, directly or indirectly, by the Indemnified Parties in consequence of any breach, non-performance, or non-observance of this Agreement by the Affiliate.

5. Rights and obligations of the Company
The Company shall hold the right to terminate, amend, and/or close its Affiliate Program at any time and in any manner the Company deems appropriate. Any such changes will be communicated to the Affiliate both on the Affiliate program website and via email to the Affiliate.

The Company’s liability under this Agreement is limited, to the maximum extent permitted by applicable law, to direct damages up to the amount the Affiliate has received as remuneration from the Company within the last six (6) months.

Further, the Company shall not be liable for any indirect losses, damages, or loss of income incurred by the Affiliate, damages due to business interruption, or loss of information, even if such losses should arise from the inability of the Company to operate its Affiliate Program as stipulated in this Agreement, whether the Company is at fault or whether a third party is at fault.

6. Commission
The company shall pay the Affiliate agreed commission based on performance.

The commission shall be paid for continuously, for as long as the new customer holds an account at the company websites.

Net revenue is the gross revenue generated from a player’s bets and losses less bonus cost (the game win) less the cost for licensing fees, betting and gaming taxes, payment processing costs, jackpot contributions, and any cost associated with fraud such as chargebacks or refunds.

New customers mean customers of the Company who do not yet have an account with the Company and who access the company websites via the Affiliate sites, properly register and then make real money transfers at least equivalent to the minimum deposit into their company websites’ account.

The commission is calculated at the end of each month and payments shall be performed within the first ten (10) business days of each calendar month.

The commission shall be paid by means of the payment method chosen by the Affiliate in the application process. The minimum payout level is 100 Euro; if the level is lower, the commission will be transferred to the next month until the payment value has reached at least 100 Euro.

If the Affiliate disagrees with the balance received, the Affiliate shall, within a period of thirty (30) days, contact the Company and indicate the reasons of the dispute. Failure to report within the prescribed time limit shall be deemed an acknowledgment of the balance due for the period indicated. If an error is made in calculating the commission, the Company reserves the right to correct such calculation at any time and will immediately pay out any underpayment or reclaim any overpayment made to the Affiliate.

The Affiliate hereby agrees to return all commissions received based on fraudulent or falsified transactions, or when the traffic generated is illegal or contravenes any provision of these terms and conditions, plus all costs for legal causes or actions that may be brought against the Affiliate.

The Affiliate is responsible for the payment of any and all taxes, fees, charges, and any other money payable or due both locally and abroad to any tax authority as a result of the revenue generated under this Agreement.

The Affiliate, acting in a private capacity, further undertakes to pay social security contributions on the remuneration received under this Agreement.

The Affiliate, acting within a business capacity, is required to provide the company registration number and a VAT number to the Company. Otherwise, the Affiliate is considered to be acting in a private capacity.

All payments shall be made in Euro or in such other currency that may be determined by the Company and regardless of the currency of the Affiliate’s home country.

The Company has the right to withhold any and/or all payments to the Affiliate if the Affiliate is in breach of any of the provisions of this Agreement.

If for whatever reason the payments made to the Affiliate have a higher incremented value, the company would have the authority to revoke or deduct that money from the months to come.

7. Use of Branding Materials, Trademarks, and other intellectual property rights
The Affiliate is hereby granted a non-exclusive and worldwide right to use and display the Company’s trademarks during the term of this Agreement, solely to the extent that such use has been explicitly approved by the Company for display on the Affiliate sites as set out in this Agreement and in accordance with the Company’s guidelines (as may be provided to the Affiliate from time to time).

The Affiliate is not permitted to alter or in any way modify content provided by the Company without the express prior written consent of the Company

All intellectual property rights and any goodwill arising in links and all marketing products, associated systems and software relating to the company websites shall remain the property of the Company. The Affiliate shall not acquire any intellectual property rights whatsoever in such materials.

In particular, unless prior written approval is given, the Affiliate may not purchase, register, or use domain names that are identical or similar to any of the Company’s trademarks or otherwise include words or variations that are identical or equivocally similar to any of the Company’s trademarks or branding materials.

Further, the Affiliate agrees that the Affiliate sites shall not in any way resemble the appearance and/or the general impression of the company websites, nor will the Affiliate create the impression that the Affiliate sites are the company websites or any part thereof.

8. Term and Termination
This Agreement shall commence on the date of the Affiliate’s acceptance of the Agreement as part of the registration process, and continue here after unless and until terminated as provided in this Agreement.

Either party may, during the first year, terminate this Agreement by giving the other party thirty (30) days’ notice in writing. For each additional year the Agreement has been in effect, the notice of termination shall an additional thirty (30) days’ notice, up to a six-(6)months’ notice, when the Agreement has been in effect for six years or longer. Written notification may be given by email.

Should the Affiliate commit a breach of the terms of this Agreement, the Company is entitled to terminate this Agreement in writing with immediate effect. Written notification may be given by email.

The Affiliate hereby agrees that on termination of this Agreement, the Affiliate must remove all references to the company websites from the Affiliate sites and any communications, irrespective of whether the communications are commercial or otherwise.

Upon the termination of this Agreement, all rights and licenses granted to the Affiliate under this Agreement shall immediately terminate, and the Affiliate will cease the use of any trademarks, service marks, logos, and other designations of the Company.

The Affiliate must return to the Company any and all confidential information (and all copies and derivations thereof) in the Affiliate’s possession and control.

The Affiliate will be entitled to any earned and unpaid commissions, even after the effective date of termination provided the termination is not based on a breach by the Affiliate. However, the company may withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid.

The parties specifically agree that upon termination of this Agreement by either party, the Affiliate shall no longer be entitled to receive any payment whatsoever from the Company.

The Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement that occurred prior to termination and/or to any liability arising from any breach of confidential information even if the breach arises at any time following the termination of this Agreement. The Affiliate’s obligation of confidentiality towards the Company shall survive the termination of this Agreement.

9. Notices and the Relationship of the Parties

Notices to the Company given or made under this Agreement shall be made by email and sent to the manager of the Affiliate Program and, to the Affiliate by the Affiliate’s email address as supplied in their application form or such other email address as notified in writing by the Affiliate to the Company. Any notice shall be deemed to have been received within two hours of delivery. If deemed receipt occurs after 5.00 pm on a work day, or occurs on any day which is not a work day, the notice shall be deemed to have been received at 9.00 am on the next work day.

10. Waiver
If any provision of this Agreement is held to be unenforceable in any respect, such provision will be ineffective only to the extent of such unenforceability, without invalidating the remainder of this Agreement. No waiver will be implied from conduct or failure to enforce any rights.

11. Confidentiality and Entire Agreement
All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information, and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities, and personal data of the Company shall be treated confidentially (“Confidential Information”). Such information must not be used for the Affiliate’s own commercial or other purposes, or divulged to any person or third party. The Affiliate obliges himself not to use the confidential information for any purpose other than the performance of its obligations under this Agreement.

This Agreement constitutes the entire Agreement and understanding of the parties; it supersedes any previous agreement or understandings between the parties relating to the subject matter of this Agreement.

12. Force Majeure
Neither parties shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes, or other causalities. If a force majeure event occurs, the non-performing party is excused from any performance prevented by the force majeure event. If the force majeure event subsists for a period exceeding thirty (30) days, then either party may terminate the Agreement without notice.

13. Disputes and Governing law
This Agreement shall be construed in accordance with and governed by the laws of Curacao. Any disputes or claims arising out of or in connection with this contract, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in accordance with the Laws of Curacao.