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Recital

www.CashWave.com (CashWave), is in the business of marketing, and advertising online casino services (the "Service"), which are accessed on the Internet through the use of a personal computer.

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

2. Obligations of CashWave

2.1.  CashWave shall retain the right to provide the Service in any form CashWave deems appropriate; and retains the right to change any part of the Service, at any time and in any manner CashWave 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.  CashWave shall retain the right to cancel any part of the Service at any time and in any manner CashWave deems appropriate. However, should CashWave 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, CashWave 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, CashWave 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 CashWave to deliver the Services stipulated in these Terms and Conditions for any reason whatsoever, whether CashWave 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 CashWave.

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 CashWave. 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, CashWave 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 CashWave determines, in its sole discretion, that the activities of the Referral Company would tend to impair or reduce the value of CashWave goodwill and business reputation, or would expose CashWave to legal liability.

3.4. Notwithstanding the approval by CashWave given in accordance with section 3.2 of these Terms and Conditions, CashWave shall under no circumstances be held liable for--and the Referral Company shall indemnify, defend and hold CashWave harmless against--any and all claims asserted against CashWave 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 and Payments

4.1. As Compensation the Referral Company shall be paid based on one of the following Commission programs.
The Referral company shall be paid 50% of the net earnings from the referred players.
or
The Referral Company shall be paid a fixed fee of for each customer that establishes an account with CashWave and makes a deposit according to the following schedule:
SEND US NEW PLAYERS (who make an initial min. $50 deposit)
PER MONTH:
EARN THIS CPA:
From 1 to 15 new players$100 per player
From 16 to 50 new players$150 per player
From 51 to 100 new players$200 per player
From 101 to 200 new players$250 per player
201 new players and more$300 per player

or

The Referral Company shall be paid 20% of each deposit made by the referred player.

Or

The Referral Company shall be a fixed amount for each new player registration (see table below) and 25% of the Casino’s net earnings from the referred players
SEND US NEW PLAYERS (who make an initial min. $50 deposit)
PER MONTH:
EARN THIS CPA, Plus 25% of net revenue:
From 1 to 20 new players$50 per player
From 21 to 50 new players$75 per player
51 new players and more$100 per player

4.2. The Referral Company shall designate the method of payment. Payments are made by Check, Wire Transfer, Neteller and other online payment service. The minimum payment by Check is $50.00 (US), Wire Transfer $500.00 (US), Neteller and other online payment services $50.00 (US).

4.3.  CashWave shall pay the Referral Company every other week for services rendered during the preceding two week period. Payment shall be made to the Referral Companies account with the Direct Net Pay payment system.

4.4.  CashWave 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. Chargebacks

5.1. A chargeback is defined as a charge made by VISA/MASTERCARD, the Electronic Check (ACH), Neteller or other payment system as a result of a customer non-payment or fraudulent credit card use. Referral Companies that are paid on a percentage basis will be charged 50% of all charged back amounts, Referral Companies that are paid on a flat fee basis will forfeit the referral fee that has previously been paid. These amounts will be deducted from your payments or your chargeback reserve fund, if a reserve fund has been established.

5.2.  CashWave may, at its discretion, require the Referral Company to establish a chargeback reserve fund. CashWave shall notify the Referral Company of the terms and conditions of the reserve fund, if required.

6. Term of Duration and Cancellation

6.1.  CashWave 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 CashWave goodwill and business reputation, or would expose CashWave to legal liability.

6.2. Upon the cancellation of the Promotion Rights, the Referral Company shall immediately return to CashWave any and all materials, over which CashWave 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 CashWave has a proprietary right, from the Referral Company's web site and/or the web sites of the Referral Company's agents.

6.3. 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.

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

7. Account Statements

7.1. All fees due to the Referral Company shall be paid every two weeks and will reflect payment for services rendered during the preceding two week period. In addition, statements may be adjusted by CashWave to reflect overpayments, consumer chargebacks, and chargeback reserve funds deposits and released funds, if required.

7.2. The Referral Company shall have access to real time statistics of player hits, signups, Net revenue and deposits.

8. Exclusivity, Non-Competition and Ownership of Service Name

8.1. The Referral Company agrees, understands and acknowledges that CashWave may enter into Agreements of this type with third parties to promote the Service or a similar version thereof.

8.2. The Referral Company has not paid consideration for the use of the trademarks, logos, copyrights, trade names, or designations belonging to CashWave, and nothing contained in these Terms and Conditions shall give the Referral Company any right, title or interest in or to any of them.

8.3. The Referral Company acknowledges that CashWave own and retain all copyrights and other proprietary rights, as well as any software supplied by CashWave, in all of the foregoing. The Referral Company shall not assert any claim or interest in or to any trademark, trade name, copyright, service mark or logo belonging or licensed to CashWave, 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.

8.4. 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 CashWave. 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 CashWave to any non-CashWave product. The Referral Company shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by CashWave.

9. Confidentiality and Non-Disclosure

9.1. The Referral Company and CashWave each agree that each may have access to, and become acquainted with, Confidential Information of the other. The Referral Company and CashWave each specifically agree not to misuse, misappropriate or disclose any such Confidential Information, directly or indirectly, to any third party.

10. Representations, Warranties and Indemnity

10.1. The Referral Company warrants, represents and covenants to CashWave 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.

10.2. The Referral Company agrees to indemnify and render CashWave 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.

11. Governing Law

11.1. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.