Terms and Conditions

This Affiliate Agreement ("Agreement") contains the complete terms and conditions between you and the SportingBet Group Plc and includes all terms and conditions regarding your application and, if approved, subsequent participation in the Affiliate Program.

1.

GENERAL

In completing the Affiliate Sign-up Form, and, subsequently marketing and referring new Members to ParadisePoker.com, you agree to be bound by all the terms and conditions set out in this agreement.

2.

PROGRAM APPLICATION AND ENROLMENT

2.1

We will evaluate your application and notify you of your acceptance. We may reject your application if we determine that your Web site is not suitable for the Affiliate Program for any reason.

2.2

Identity and Disclosure. You must provide true and complete information to us at all times; including but not limited to, your identity, contact information, payment instructions, nationality, residency, location and nature of your marketing activities, and any other information that we may request.

3.

MARKETING ACTIVITIES AND RESPONSIBILITIES.

3.1

Solely at your own cost and expense, you may market to and refer potential Members to the Website. You will be solely responsible for the content and manner of your marketing activities. You will not actively target your marketing to minors, including any persons who are less than 18 years of age in the U.K., Europe and 19 years in Canada, regardless of the age of majority in the location you are marketing. Additionally you will not market our website to any persons resident in the USA or refer potential members who are United States Citizens to our products.

3.2

We will make available to you, banner advertisements, button links, text links, poker tools, and other links as determined by us which shall all link to Our Site (collectively referred to hereinafter as a "Link"), which you may display on your Web site. The use of the Links is the only method by which you may advertise Our Site.

3.3

You may not advertise Our Site in any other way including, without limitation, the use of spam e-mails. If we find that you have participated in such activities, we have the right to close your account immediately and withhold all earnings.

3.4

You may not in any way whatsoever solicit, or try to solicit the program using the chat feature at the ParadisePoker.com tables or anywhere on the ParadisePoker.com website or Paradise client software. In the event that Paradise Poker finds this to be the case, we have the right to cancel your participation in the program immediately, and withhold all your commissions.

3.5

In the event that you desire to offer certain incentives to potential New Members you are required to receive our prior written approval for such incentives prior to your commencement of such activity. In the event that you do not receive such approval and offer such incentives, The SportingBet Group have the right to cancel your participation in the program, and not pay you any owed commissions whatsoever. Please note that this includes rake-back programs which are not acceptable to this program. You will only use the Banners and Text Links and any other marketing materials that have been provided by us and/or pre-approved by us (collectively the "Marketing Materials"). In addition, you will only use the Bonus Code provided to all Players at any time, unless you have received written permission to use something else. Any promotion of unauthorised Bonus Codes will result in revenues received with these codes being deducted from your monthly commissions. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of marketing to and referring potential Members to the Website. Generally we will provide you, without charge, the guidelines, graphical artwork and permitted text to use in promotional materials.

4.

REPORTS & PAYMENTS

4.1

We will track the number of New Members.

4.2

A " New Member" is defined as a new user without a prior account with Paradise Poker, and no previous record of their email address, or other details that we deem to show connection between accounts, who accesses Our Site through the Links placed on your Web site, opens a new user account. For CPA Commissions, a New Member must make the required minimum deposit and minimum wagering requirements in such account, in order for it to be included in your commissions. Neither you nor your relatives are eligible to become New Members via your links, and should you or they do so you will not be eligible to receive the relevant commission. Our measurements and calculations in relation to the number of New Members and the relevant Net Poker Revenue figures shall be the sole and authoritative tool, and shall not be open to review or appeal.

4.3

The minimum requirement to receive the CPA Commission in relation to New Members are €10 minimum deposit, and 100 FPPs. This minimum requirements is for CPA Commissions only, and do not relate to Affiliates on Revenue Share.

4.4

Commissions. The SportingBet Group will pay you according to the Payment Option you chose upon signing up; per new Member, or a percentage of Net Poker Revenue.

4.5

"Net Poker Revenue" shall mean the sum total of all New Members' contributions to "rakes" the New Members were involved in while playing at Our Site, less any credits, bonus or promotional amounts given to New Members, processing charges, chargebacks or any uncollectable revenue attributable to the New Members. A New Member's contribution to a "rake" shall be determined by multiplying the quotient obtained when dividing the actual amount to a hand contributed by the New Member by the total bet of each hand, by the total "rake" of the hand in question. For example, if the Real New Member's contribution to the hand is five Euros (€5.00) and the total bet in the hand is twenty Euros (€20.00) and the "rake" of the hand in question is one Euro (€1.00), the Real New Member's contribution to the rake will be twenty five cents (€0.25).

4.6

We hereby retain the right to convert the commissions to be paid to you hereunder from a per New Member CPA basis to the Net Poker Revenue share scheme, as we shall see fit.

4.8

Reports. We will track and report Member activity for purposes of calculating your Affiliate Fees. While this information will be available to you 24 hours a day, the content and frequency of the reports may vary from time to time.

4.9

Affiliate Fees. All Affiliates are paid monthly provided they reach the minimum commission levels. Any Affiliates who have not reached the minimum requirements, will have this amount carried forward until such time that their commission has reached the minimum. All fees will be paid within thirty (30) days of the close of each calendar month. The minimum amount for commissions to be paid is €20, however, for wire transfers, this minimum is €250. In addition, there is a fee for all wire transfers of €10.

4.10

Negative Balances: Affiliates that have a negative balance will have this amount carried forward to the following month, or deducted from other Affiliate Fees, as appropriate.

4.11

Pending New Members: New Members for Affiliates on the CPA Model that have not reached the minimums stated in 4.3 above will be considered pending until these minimums are met. When they will become full Players, you will receive your commission from them. Their status will be updated no matter how long it takes to convert them into a Player, provided you are still an Affiliate of our Program. For the avoidance of any doubt, these minimum requirements relate to Affiliates on CPA Commission only.

4.12

Sub-Affiliates. You may refer other persons to us so that they may also apply to join our Affiliate Program. You will be paid in respect of the activities of such Sub-Affiliate in accordance with the Payment Plan, provided that you register them correctly through the Affiliate Program links. You will only receive credit for sub-affiliates which comply with all applicable terms of this Agreement. Any person registered as an affiliate cannot subsequently be reclassified as a Sub-Affiliate. You shall not: (i) register yourself or any person controlled by you as your own Sub-Affiliate; (ii) use fictitious or alias names for the registration of Sub-Affiliates; (iii) offer any type of enticement of money or otherwise of monetary value or otherwise to potential Sub-Affiliates unless such enticements are approved in writing by us; or (iv) attempt to introduce any addition or variation to our terms in relation to any potential Sub-Affiliate. Any violation of these terms will have your account frozen immediately.

4.13

Method of Payment. All payments will be due and payable in Euros. Payment will be made by wire, Paradise Poker Account, Neteller or any other method as we in our sole discretion decide; however we will try to accommodate your preferred payment method.

4.14

Member Tracking. You understand and agree that potential Members must link through a Tracking URL in order for you (and Sub-Affiliates) to receive Affiliate Fees in relation to such potential Members. In no event, are we liable for your failure to use the right Trackers. Further, you understand and agree that you will not receive credit for Sub-Affiliates unless you expressly register them under you.

4.15

Member Verification. Affiliate Fees in relation to new Members will be dispatched only following our verification and checks concerning all new Members. The SportingBet Group has the right to check all commissions for possible fraud or abuse. If fraud or abuse are considered, The SportingBet Group will freeze your commissions until such time as proven otherwise.

4.16

At any time, for any reason, The SportingBet Group has the right to convert your commission structure from Per Player CPA to Revenue Share, and vice versa, as we see fit.

5.

TERM AND TERMINATION

5.1

Term and Termination. This Agreement will take effect when you (or your Sub-Affiliates) complete the Affiliate Sign-up Form, and will continue until terminated by either Party.

5.2

Either Party may terminate this Agreement at any time, with our without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail.

5.3

We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

5.4

Upon the termination of this Agreement for any reason, you will immediately remove from your Web site, all Links and Licensed Materials and any marks, logos etc.

5.5

Following the termination of this Agreement and our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further payments of commissions to you.

5.6

This Agreement can be terminated by The SportingBet Group when you cease promoting Paradise Poker, without any notice. Written or otherwise.

6.

LIABILITIES

6.1

No Warranties. WE DO NOT WARRANT THAT OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED.

6.2

Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the directors, officers, employees or shareholders of the owners of The SportingBet Group. Any liability arising under this Agreement will be satisfied solely from the revenues generated hereunder. Our liability is limited to direct damages, and in no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss).

6.3

Indemnification. You will defend, indemnify and hold us and our officers, directors, employees and representative harmless from and against any and all liabilities, losses, damages and costs, resulting from or arising from, your breach of this Agreement.

7.

INDEPENDENT INVESTIGATION

7.1

Independent Investigation. You acknowledge that you have read this agreement and agree to all its terms and conditions.

7.2

Independent Research. You understand that gambling laws may vary from city to city, state to state and country to country. You have independently evaluated the laws in your locale which apply to your activities and believe that you may participate in our affiliate program without violating any applicable rules or laws.

8.

MISCELLANEOUS

8.1

Notices. All notices pertaining to this Agreement will be given by email as follows: to us at affiliates@paradiseaffiliates.com and, to you at address provided on the Affiliate Sign up Form.

8.2

Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other nor to incur any obligation on the other's behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.

8.3

Non-Exclusive. You understands that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you herein and that such Affiliates may be similar, and even competitive, to you.

8.4

Press. You may not issue any press release with respect to this Agreement or your participation in this Affiliate Program without our prior written consent.

8.5

Assignment. This Agreement and the rights and obligations hereunder may not be assigned by you without our express written consent.

8.6

Governing Law. The validity of this Agreement, its construction, interpretation, and enforcement, and the rights of the parties hereto will be determined under, governed by, and construed in accordance with the laws of England and Wales.

8.7

Severability/Waiver. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, 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. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

8.8

Modification. We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) E-mailing you a change notice or (ii) by posting the new version of the Agreement on our Website. It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following posting or notice of change will be deemed binding acceptance of the modification.

9.

Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings or agreements between the parties, written or oral, which may be related to the subject matter hereof. The headings in this Agreement are for convenience only and will have no effect on the construction of this Agreement.

IN WITNESS WHERE OF, you expressly agree to the terms and conditions of this Agreement by submitting the Affiliate Sign Up Form.