Partner Agreement

Recital

The Blackjack Club ("TBC") is in the business of producing, marketing, and promoting online club services (the "Service"), which are accessed on the Internet through the use of a personal computer, modem and/or direct Internet access.

The Referral Company or person ("Referral Company") desires to obtain from TBC, and TBC agrees to grant the Referral Company, the non-exclusive right and license to advertise, market and promote the Service. TBC 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. TBC 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 TBC.

2. Obligations of TBC

2.1. TBC shall retain the right to provide the Service in any form TBC deems appropriate; and retains the right to change any part of the Service, at any time and in any manner TBC deems appropriate, without prior notice to the Referral Company. However, any strategic change of policy towards Referral such as cancel any part of the Service at any time, shall be made with prior notice to the Referral Company.

2.2. TBC shall retain the right to cancel any part of the Service at any time and in any manner TBC deems appropriate. However, should TBC want to cancel any part of the Service, and /or any Promotional Rights, because of any failure or breach of these Terms and Conditions on behalf of the Referral Company, TBC shall give the Referral Company notice of this fact in order to give the Referral Company the possibility to correct the matter and overcome the failure. Cancellation shall be effective seven (7) days after notice of default to the Referral Company if the default has not been cured within such seven-day period.

2.3. Notwithstanding the terms of these Terms and Conditions, TBC 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 TBC to deliver the Services stipulated in these Terms and Conditions for any reason whatsoever, whether TBC 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 as widely as possible so as to maximize the benefit to the Referral Company and to TBC.

3.2. The Referral Company shall only engage in advertising, marketing and promotional efforts which do not violate any law, and which reflect positively upon the business reputation of TBC. In particular, the Referral Company agrees to market the Service in a manner that is consistent with the content and style of the Service. In connection therewith, TBC 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 the Referral Company in connection with the Service.

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

3.4. Notwithstanding the approval by TBC given in accordance with section 3.2 of these Terms and Conditions, TBC shall under no circumstances be held liable for--and the Referral Company shall indemnify, defend and hold TBC harmless against--any and all claims asserted against TBC 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; including without limitation, all costs directly related to marketing.

4. Compensation

4.1. As used herein, the Referral Company’s reward ("Referral Reward") shall be defined as the compensation paid to the Referral Company, based on the number of subscribing and playing users (the "Users"), who utilize the Service after being referred to the Service by the Referral Company. The actual Referral Reward shall be equal to a minimum of $1.00, rising to a maximum of $4.00 based on the volume of users referred. ("Net Reward").

4.2. TBC shall pay the Referral Company each month for services rendered during the preceding calendar month. If the amount of compensation for one month is less than USD 100, the amount shall be made available a succeeding month (when the accumulated amount is greater than USD 100).

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

5. Term of Duration and Cancellation

5.1. TBC has the right to cancel the Promotion Rights with immediate effect if with 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 TBC goodwill and business reputation, or would expose TBJC to legal liability.

5.2. Upon the cancellation of the Promotion Rights, the Referral Company shall immediately return to TBC any and all materials, over which TBC 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 TBC 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 the 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 on referred Users who continues to utilize the Service after being referred to the Service by the Referral Company during four months after the day of the cancellation.

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

6. Account Statements

6.1. All payments due to the Referral Company shall be made on or before the twentieth (28th) day of each month, and will reflect payment for services rendered 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 gross revenue received by TBC with respect to the number of paying members. In addition, statements may be adjusted by TBC from time to time to reflect overpayments and/or credits or underpayments to consumers by TBC.

6.2. The Referral Company shall have the possibility to monitor the Referral Statistics and the payments in real time using an online monitoring system (the "Referral System") at a secure web site.

7. Exclusivity, Non-Competition and Ownership of Servicename

7.1. The Referral Company agrees, understands and acknowledges that TBC 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 consideration for the use of the trademarks, logos, copyrights, trade names, or designations belonging to TBC, and nothing contained in these Terms and Conditions shall give the Referral Company any right, title or interest in or to any of them.

7.3. The Referral Company acknowledges that TBC own and retain all copyrights and other proprietary rights, as well as any software supplied by TBC, in all of the foregoing. The Referral Company shall not assert any claim or interest in or to any trademark, trade name, copyright, servicemark or logo belonging or licensed to TBC, or do anything to adversely affect their validity or enforceability. This includes any act or assistance to any act that may infringe, 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 TBC. 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 TBC to any non-TBC product. The Referral Company shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by TBC.

8. Confidentiality and Non-Disclosure

8.1. The Referral Company and TBC each agree that each may have access to, and become acquainted with, Confidential Information of the other. The Referral Company and TBC 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 TBC 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 to Users.

9.2. The Referral Company agrees to indemnify and render TBC 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

10.1. This Agreement shall be governed by and construed in accordance with the law of England.

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