affiliate

AFFILIATE AGREEMENT

The following are our complete terms and conditions to apply as a member of the Vegas007 affiliation program. Please read this agreement completely.

By submitting the application form or linking to the Vegas007 site you are deemed to have agreed to be bound to the terms and conditions set out in this agreement.

You can enroll as a member of Vegas007 affiliation program by creating a unique link to Vegas007 using text or one of our banners located on our banner farm.

Nostell and Affiliate are hereinafter sometimes collectively referred to as the "Parties" or individually as a "Party".

1 Preamble and background

1.1 Nostell is the holder of all rights relating to a 3-D virtual Internet (poker) casino operated under the domain www.vegas007.com et al.

1.2 Nostell has from the government of Costa Rica obtained all necessary grants and permits ("Gaming Permits") for the conducting of its I-Gaming business operations under the domain
www.vegas007.com et al.

1.3 Affiliate wishes to become an Affiliate of Nostell, thus enabling the Affiliate to market and to solicit new clients/customers to the I-Gaming business conducted by Nostell, all subject to and under Gaming Permits and other licenses held by Nostell.

1.4 This Affiliate Agreement (this "Agreement") contains the complete terms and conditions that apply to the Parties in connection with this subject matter.

2 DEFINITIONS

In this Agreement, unless elsewhere defined herein or the context otherwise requires, the following terms shall have the following meanings:

2.1 "Account" is the uniquely assigned account that is created for a Player when he/she opens an account at the Website.

2.2 "Affiliate Commission" is the amount due and payable to the Affiliate pursuant to section 5 below.
2.3 "Bonus Incentives" are special offers given to Affiliate Players (such as: rake-backs, promotional amounts, gifts, bonuses, extra cash or giveaways). Nostell retains the right to refuse Bonus Incentives to Affiliate Players and/or change the method of Bonus Incentives at Nostells sole discretion.

2.4 "Confidential Information" shall mean any material or information concerning
Nostell and its businesses which is not generally available to or used by others or the utility or value of which is not generally known or recognized as standard practice, including, without limitation, this Agreement, all financial business and personal data relating to Nostell’s clients, any nonpublic information about affiliates, subsidiaries, consultants and employees of Nostell or its affiliates, business and marketing plans, strategies and methods, studies, charts, plans, tables and compilations of business industrial information, computer software and computer technology whether patentable, copyrightable or not, which is acquired or developed by or on behalf of Nostell or its affiliates from time to time.

2.5 "Customer Information" shall mean all data collected and stored relating to Affiliate Player(s) or Affiliate Player's Account including, without limiting the generality of the foregoing, name, address, phone and fax number, e-mail address, credit card numbers and expiration dates or information on other types of payments, amounts wagered and frequency of wagering.

2.6 "Fraud Traffic" means deposits, Revenue or traffic generated at the Website through illegal means or in bad faith to defraud Nostell, regardless of whether or not it actually causes harm. Fraud Traffic includes but is not limited to spam, false advertising, deposits generated on stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Affiliate Commissions directly or indirectly with Players, and any other unauthorized use of any third party accounts, copyrights or trademarks.

2.7 "Net Revenue" is calculated as the sum total of all Affiliate Players contribution to all Rakes, plus the sum total of all tournament "fees" paid by Affiliate Players for entering either multi-table tournaments or Sit 'n Go's (SNGs), less any Bonus Incentives, credits, processing charges, charge backs or any UN-collectable revenue attributable to the Affiliate Players.

2.8 "Player(s)" means people who enter the Website, files the appropriate registration and who open and maintain an Account during the term of this Agreement. Nostell retains the right to refuse, reject and exclude a Player at Nostells sole discretion.

2.9 "Affiliate Player(s)" means new Players solicited by the Affiliate with no prior Account or previous records (email address or other details) indicating being an existing or previous Player. Nostell retains the right to determine if Player qualifies as Affiliate Player at Nostells sole discretion.

2.10 "Rake" shall mean the collectable charge in a hand (Ex. Texas hold´em poker) being the quotient obtained when multiplying the total amount of money in a pot by a percentage determined by from time-to-time (currently 4 %, however the maximum Rake being capped to US $ 3). Nostell retains the right to change the method of calculation of Rakes at Nostell’s sole discretion. A Player's contribution to the Rake is the quotient obtained when multiplying the Rake taken from a pot by the percentage of money the Player had actually contributed to such pot. For example, if the pot is $100 and the Player contributed $10 of that pot then that Player’s percentage is 10%. Therefore, if the Rake taken from that hand was $10 then that Player's contribution to the Rake would have been $1.

2.11 "Tracking Code"€ means a unique Code assigned exclusively to the Affiliate after this Agreement has come into effect, through which Nostell can track Affiliate Players and calculate Affiliate Commissions.

2.12 "Tracking URL" means a unique hyperlink (URL) to the Website through which the Affiliate can refer potential Affiliate Players from a website. When a Player utilizes Tracking URL, the system automatically logs the Tracking Code and records the Player as Affiliate Player.

2.13 "Website" shall mean the Nostell’s€ Internet gaming website located under the domain www.vegas007.com et al. and related sites under the same domain.

3 LEGAL RELATIONSHIP BETWEEN PARTIES

3.1 Notwithstanding anything in this Affiliate Agreement, no part of this Agreement, nor the Agreement as a whole shall be construed as creating a partnership, or a relationship of exclusivity, employment, Joint Venture or agency relationship between the Parties. Each Party shall have the obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed under this Agreement and shall be liable for the acts or omissions of their respective obligations here under.

3.2 Neither Party may in any respect represent the other Party nor enter into any agreement or other commitment on his behalf, save as otherwise explicitly agreed between the Parties.

4 MARKETING AND INDEMNIFICATION

4.1 Subject to the provisions and requisites of this Agreement, the Affiliate shall as an independent contractor in its own name, at own cost and expense, for its own account and on its own risk market and solicit Affiliate Players to the Website pursuant to this Article 4.

4.2 Marketing Activities, general - Affiliate will be solely responsible for the content and manner of its marketing activities. All marketing activities must be professional, proper and lawful under applicable rules or laws. Any Bonus Incentives offered to potential Affiliate Players are subject to Nostell’s prior written approval.

4.3 Prohibited marketing activities - Affiliate represent and warrant that it will not:

4.3.1 place banners or links to the Website on any website, or use any media or medium, which is libelous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials,

4.3.2 actively target its marketing to any persons who are less than [18] years of age, regardless of the age of majority in the location you are marketing,

4.3.3 recruit/solicit potential Affiliate Players through the chat at the Web site or other websites within the poker network [the 3-D Poker Network], which the Web site belongs to

4.3.4 use spam, adware or spy ware in its marketing attempts.

4.3.5 directly or indirectly generate Fraud Traffic.

4.4 Approved Marketing Materials€“ All marketing materials must be pre approved by Nostell / Vegas007. Affiliate is prohibited from modifying Nostell’s€ marketing materials, copyrights, logos, etc., without Nostell’s written consent. During the term of this Agreement, Affiliate is granted a terminable, non-exclusive, nontransferable right to use logos, trademarks and other copyrighted promotional materials belonging to Nostell for the sole purpose of marketing and soliciting Affiliate Players to the Website.

4.5 Good Faith Marketing - Affiliate will not knowingly or unknowingly benefit from any known, unknown, suspected or unsuspected Fraud Traffic. For clarity, Nostell reserve the right to withhold or backout amounts generated by Fraud Traffic from any amounts or commissions which Affiliate is entitled to, regardless of whether Affiliate participated in or knew about the Fraud Traffic.

4.6 In case of breach or violation by Affiliate of this Article 4, notwithstanding intentionally or due to negligence, Nostell may at its own discretion withhold all Affiliate Commissions (hereinafter defined) to be setoff against or to serve as security for potential damage claims by Nostell.

4.7 Indemnification - The Affiliate shall indemnify and hold harmless Nostell and its shareholders, directors, officers, employees, agents, contractors, representatives, parent company, or subsidiaries (together, the "Indemnified Parties") from and against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities incurred by or awarded, asserted or claimed against any of the Indemnified Parties by any third party in connection with the Affiliate’s activities under this Article 4.

5 REMUNERATION, REPORTS AND PAYMENTS

5.1 Affiliate shall be entitled to Affiliate Commissions (a fixed percentage of all Net Revenue generated from the Website) as long as this Agreement is in force (basic term plus any prolongation thereof unless premature terminated in accordance with the provisions herein).

5.2 Affiliate Commissions for the basic term shall be thirty (35) percent of the Net Revenue. Affiliate Commissions for periods (prolonged term) thereafter shall be subject to negotiation between Affiliate and Nostell. Failure by Affiliate and Nostell to agree on such new Net Revenue-sharing scheme shall entitle either of Affiliate or Nostell to terminate this Agreement by three (3) months written notice. Affiliate Commissions shall during such termination period remain unchanged.

5.3 Reports - Nostell shall continuously keep track of and report to Affiliate all Affiliate Player activities on the Website for purposes of calculating Affiliate Commissions. The form, content and frequency of the reports may vary from time to time at Nostells sole discretion. At a minimum, Affiliate will receive a monthly report along with Affiliate Commission payment indicating the Net Revenue collected from Affiliate Players such relevant month.

5.4 Player Tracking - Affiliate agree and acknowledge that Affiliate Players must link through a Tracking URL when they sign up in order to entitle Affiliate for Affiliate Commission.

5.5 Time and Minimum Amount of Payment - Affiliate Commissions will be paid in United States Dollars (or any other currency the Parties agree upon) by wire transfer to a bank account designated by Affiliate within fifteen (15) days of the close of each calendar month, except that, if the total amount due is less than US $ 100, the balance will be carried over and added to the next or consecutive month€’sAffiliate Commissions until the total amount exceed US $ 100.

5.6 Negative Revenue - In the event that the Net Revenue is a negative amount, thus Affiliate Commissions also, during any given period(s), such negative amount shall be carried forward and deducted from Affiliate Commissions amount of the relevant subsequent period of time. In the event that the Net Revenue is a negative amount for three (3) consecutive calendar months, Nostell shall be entitled to terminate this Agreement with immediate effect by written notice.

5.7 Complaints â€“ If the Affiliate disagrees with the monthly settlement report of Affiliate Commissions or amount payable, no payment for such amount should be accepted and a written notice of the disputed amount should immediately be sent to Nostell. Dispute notices must be received within [thirty (30)] days of the end of each period for which payment is made, or the Affiliate’s€ right to dispute such report or payment will be deemed waived.

5.8 The Affiliate bears the sole responsibility to report Affiliate Commissions and pay taxes (if applicable) to local authorities. Nostell assumes no responsibility whatsoever toward local authorities.

5.9 Nostells€ measurements and calculations in relation to the number of Affiliate Players and the relevant Affiliate Commissions shall be the sole and authoritative tool, and shall not be open to review or appeal.

6 TERM AND TERMINATION

6.1 The term of this Agreement will begin when you create a unique link to our site €€(the "Effective Date") and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

6.2 Without prejudice to other specific provisions contained herein and any other rights and remedies a Party may have against the other Parties for breach or non-performance of this Agreement, either Party shall have the right to terminate this Agreement with immediate effect, if

6.2.1 Party is declared bankrupt or insolvent by court of law or ceases carrying on business for any reason;

6.2.2 Party is materially in breach of any material obligation under this Agreement for more than 30 days after receipt of written notice. Such defaulting Party shall be allowed to cure the breach (if possible) during the notice period, thus pre-empting the right to terminate this Agreement in accordance with this provision;

6.3 Nostell may terminate this Agreement at any time upon five days notice if Affiliate, or any of its principals, officers or Directors becomes the subject of third party civil or criminal inquiry, investigation or litigation. The litigation contemplated herein must be material, and found to be of a serious nature.

6.4 Upon termination of this Agreement, notwithstanding the reason hereof, the Affiliate shall immediately (i) return to Nostell any and all of Nostells materials to which Nostell has a proprietary right and are in the Affiliate’s possession, (ii) cancel all further marketing and solicitation activities, including but not limited to, remove all links, banners, marks and logos referring to the Website.

7 CONFIDENTIALITY

7.1 The Affiliate shall not disclose, publish, or disseminate Confidential Information to anyone other than those of its employees or others on a need to know basis, and the Affiliate agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information.

7.2 Except as set forth in this Agreement, Nostell shall not disclose, publish, or disseminate Customer Information to anyone other than those of its employees with a need to know, and Nostell agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Customer Information. Nostell shall, however, be allowed to use Customer Information for the purpose of fulfilling its reporting obligations towards authorities and in a statistical form.

7.3 The Affiliate shall not disclose the contents of this Agreement to any third party, save for its employees, advisors and counsels with a need to know, without the written consent of Nostell. The Affiliate acknowledges that disclosure of the terms of this Agreement to third parties would cause considerable damage to Nostell.

8 MISCELLANEOUS

8.1 Entire Agreement and Schedules -The Parties agree that this Agreement and its Schedules, if any, constitute the complete and exclusive statement of the terms and conditions between the Parties covering the performance hereof and cannot be altered, amended or modified except in writing executed by an authorized representative of each Party.

8.2 Governing Law and Arbitration

8.2.1 This Agreement shall be governed by and construed in accordance with the laws of United Kingdom without regards to its rules on conflicts of law.

8.2.2 The Parties will use their best efforts to resolve amicably any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof.

8.2.3 Any such dispute, controversy or claim which cannot be settled amicably within thirty (30) days of written notice by either Party describing in reasonable detail the dispute, controversy or claim, shall be settled by expedited arbitration (sw. förenklat skiljeförfarande) according to the Rules on expedited arbitration of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitration proceedings shall be held in Gothenburg, Sweden. The language of the pleadings, the documentation and the proceeding shall be in English.

8.3 Assign ability - Affiliate may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Nostell. Nostell may assign or transfer any of its rights or obligations under this Agreement without the consent of the Affiliate.

8.4 Interpretation - In the interpretation of this Agreement or any provision hereof, no inference shall be drawn in favor of or against any Party by virtue of the fact that one Party or its counsels may have drafted this Agreement or such provision. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof.

* A small rake requirement (100 RP) must be met before the $5 sign-up bonus is released. No deposit required.

We are licensed and regulated by the Government of Costa Rica.

Software provided by:
DQE AB / 3D Internet Games AB, Sweden