Affiliate Program Agreement

Operating Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the win4real.com / SPORTSBETTING.COM Affiliate Program (the "Program"). As used in this Agreement, "we" means Interactive Systems Inc, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to SPORTSBETTING.COM's site, located at the URL www.sportsbetting.com, win4real.com's site, located at the URL www.win4real.com or to any site that you will link to our site (and which you will identify in your Program application).

1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and your application will be deemed accepted by us if we do not notify you of your rejection within four business days of your submission. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:

• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• includes "sportsbetting", "win4real" or variations or misspellings thereof in their domain names
• otherwise violate intellectual property rights

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined, in our sole discretion, to be unsuitable for the Program, we may terminate this Agreement.

2. Links on Your Site
Once your site has been accepted into the Program, you may provide on your site one or more of the following types of links to our site:

• Banner Link to SPORTSBETTING.COM or win4real.com Home Page:
  You may provide a banner link on your site to our home page at http://www.sportsbetting.com or http://www.win4real.com

• Text Link to SPORTSBETTING.COM or win4real.com Home Page:
  You may provide a text link on your site to our home page at http://www.sportsbetting.com or http://www.win4real.com

• Forwarding Link to SPORTSBETTING.COM or win4real.com Home Page:
  You may provide a forwarding link [a link which automatically forwards visitors to our Site when the visitor types in your URL into their web browser] on your site to our home page at http://www.sportsbetting.com or http://www.win4real.com

We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

3. Wagering Services
We will provide Wagering Services to customers who follow Special Links from your site to our site. We will reject potential customers under 18 years of age. We reserve the right to reject customers who do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of the Wagering Services. Among other things, we will accept wagers, payout winnings, process payments and handle customer service. We will track House Win from customers who access the Wagering Services by using Special Links from your site to our site and we will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

4. Referral Fees
We will pay you (in accordance with Sections 5 and 6 below) referral fees on House Win derived from the Wagering Services offered to third parties. For a customer's use of the Wagering Services to be eligible to earn you a referral fee, the customer must follow a Special Link from your site to our site, join our site, wager using our automated wagering system and submit full payment to us with no subsequent chargebacks. We will not, however, pay referral fees on any Customer who was a member of our site before he followed a Special Link from your site to our site.

You may not access our Wagering Services during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes placing wagers for customers or on behalf of customers, friends, relatives, or associates in any manner. Such use of the Wagering Services may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Customers from whom you are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Customers."

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (d) join our Site, access our Wagering Services, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., joining, placing wagers, playing the casino games, and so on) are occurring; (f) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action; (g) attempt to make any warranties on our behalf or attempt to bind us into any obligation, or (h) engage in any form of spamming or any other marketing technique that is generally frowned upon by the legitimate internet community.

If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

5. Referral Fee Schedule
You will earn referral fees based on Qualifying Revenues from any single calendar Month according to the referral fee schedules to be established by us. "Qualifying Revenues" shall mean the total amount wagered by Qualifying Customers on our Site in the casino and the sportsbook, minus the total amount paid out to Qualifying Customers as winnings in the casino and the sportsbook, less sign-up bonuses, promotional bonuses, merchant banking fees, chargebacks and other related fees. Qualifying Revenues shall not include activity from Qualifying Customers in our poker services.

In any Month in which Qualifying Revenues are negative, this negative balance will be carried over to future months. The current referral fee schedule is:

In any Month when you achieve Qualifying Revenues above US$0 but less than or equal to US $25,000 we will pay you 25% of these Qualifying Revenues.

In addition, in any Month when you achieve Qualifying Revenues above US $25,000, we will pay you a total of 30% of the incremental Qualifying Revenues over US $25,000 but less than or equal to US $75,000.

In addition, in any Month when you achieve Qualifying Revenues above US $75,000, we will pay you a total of 35% of the incremental Qualifying Revenues over US$ 75,000 but less than or equal to US $250,000.

In addition, in any Month when you achieve Qualifying Revenues above US $250,000, we will pay you a total of 40% of the incremental Qualifying Revenues over US $250,000.

As an example, if Monthly Qualifying Revenues amount to US $28,000 your referral fee will be computed as follows:

6. Referral Fee Payment
We will pay you referral fees on a monthly basis. Approximately 20 days following the end of each calendar month, we will send notification of your referral fees earned on Qualifying Revenues and once you reply we will send you a check or e-transfer for the amount. However, if the referral fees payable to you for any calendar month are less than $100, we will hold payment until the total amount due is at least $100. In calculating referral fees, we will deduct the corresponding referral fee from your next monthly payment if Qualifying Revenues are negative or if a Qualifying Customer subsequently charges back any previous deposits that generated a referral fee. In circumstances where we believe, in our sole discretion, that there is fraud involved, and there is no subsequent Qualifying Revenues, we will send you a bill for your negative balance.

You must collect your referral fees within six months of when they are earned or your positive referral fee balance will revert to $0.

7. Policies and Pricing
Customers who access our Site and use our Wagering Services through this Program will be deemed to be customers of SPORTSBETTING.COM / win4real.com. Accordingly, all SPORTSBETTING.COM / win4real.com rules, policies, and operating procedures concerning game play, customer wagers and customer service will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the odds to be offered in the sportsbook and the payout ratios offered in the casino in accordance with our own policies. Game type may vary from time to time.

8. Identifying Yourself as an Affiliate
You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that SPORTSBETTING.COM / win4real.com supports, sponsors, endorses, or contributes money to any charity or other cause).

9. Limited License
We grant you a non-exclusive, revocable right to use the graphical artwork, banners and text described in Section 2 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales.

You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our service marks, trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

The content, organization, graphics, design, compilation, and other matters related to our Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of our Site, except as allowed under Sections 2 and 9 above, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through our Site. The posting by us of information or materials on our Site does not constitute a waiver of any right in such information and materials.

10. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

• the technical operation of your site and all related equipment
• creating and posting Wagering Service descriptions on your site and linking to our site
• the accuracy and appropriateness of materials posted on your site (including, among other things, all Wagering Service related materials)
• ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
• ensuring that materials posted on your site are not libelous or otherwise illegal

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses, including, without limitation, attorneys' fees and cost of suit, relating to the development, operation, maintenance, and contents of your site.

11. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice by electronic mail of termination. Notice to us should be given to our Affiliate Program manager.

Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all win4real.com / SPORTSBETTING.COM trademarks, service marks, trade dress, and logos, and all other materials provided by us or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on Qualifying Revenues from Qualifying Customers that occur during the term, and referral fees earned through the date of termination will remain payable only if the related deposits are not disputed or charged back. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid to you.

12. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

14. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

15. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any Wagering Services offered through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

16. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

17. Miscellaneous
This Agreement will be governed by the laws of Antigua and Barbuda, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in St. John's, Antigua, and you consent irrevocably to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Whenever possible, each provision of this Agreement shall 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 our conduct or failure to enforce any rights.

You expressly agree to be bound by the terms and conditions of this Agreement by creating a link from your site to ours.