TERMS AND CONDITIONS

Skybook Affiliate Agreement

1. Enrollment into the Affiliate Program

To begin the enrollment process, you must submit a completed Affiliate Program application via our site, www.skybook.com ("Skybook"). We will evaluate your application in good faith and will notify you of your acceptance or rejection within three business days.

Skybook.com reserves the right to reject your application for any reason whatsoever. For example, we may reject your application if we determine (in our absolute discretion) that your website ("Your Site") is unsuitable for the Affiliate Program for any reason. Such reasons include, but are not limited to:

• Content that is in any way unlawful or in breach of intellectual property rights; or
• Content that may be deemed harmful, threatening, defamatory, obscene or indecent, harassing, or discriminatory on the grounds of disability, race, sex, ethnicity, sexual orientation, age, or otherwise objectionable in any other manner.
• Websites that have received negative publicity.
• The evaluated website did not meet our quality standards, was incomplete or had broken graphics, links, etc, or did not contain relevant content
• Otherwise are considered offensive or inappropriate at our sole discretion
• Contact information was incomplete or looked falsified
• The website was down, unavailable or could not be seen and reviewed

If we reject your application, you are welcome to reapply to the Affiliate Program at any time.

2. Promotion of the Affiliate Relationship

As an Affiliate, we will make available to you a variety of graphic and textual links to Skybook (the "Links"). They will be placed on Skybook's Affiliate Program site. Subject to the terms and conditions hereof, you may display the Links as often and in as many areas on Your Site as you desire. The Links will serve to identify Your Site as a member of our Affiliate Program and will establish a link from Your Site to Skybook.com.

Agreements Regarding Links: In utilizing Links and all other promotional tools as supplied by Skybook you agree that you will cooperate fully with us in order to establish and maintain such Links and/or promotional tools. You agree that you will:

1. Utilize the entire code for the Links and other promotional tools (including the tracking codes contained therein) and you shall not in any way alter or remove any part of the code;
2. Display on Your Site only those graphic or textual images that are provided by us;
3. Update such images with new images provided by us from time to time throughout the term of this Agreement;
4. Display such graphic and/or textual images prominently in relevant sections of Your Site; and
5. Confirm that each Link connecting users of Your Site to the pertinent area of Our Site will in no way alter the look, feel, or functionality of Our Site.
6. Shall use best commercially reasonable efforts to actively and effectively advertise, market and promote Skybook as widely and aggressively as possible in order to maximize the financial benefit to both you and Skybook.
7. Not place banners or links within unsolicited email, unauthorized newsgroup postings, chat rooms or through the use of "bots". Traffic generated illegally is not commissionable.
8. You shall not create, publish distribute or permit any material that makes reference to Skybook without first submitting such material to Skybook and receiving our prior written consent, which shall not be unreasonably withheld.

3. Our Responsibilities

Skybook will be responsible for providing all information necessary to allow you to make appropriate links from Your Site to Skybook.com. We will also remain solely responsible for:

1. Accurately tracking customers referred to Skybook.com
2. Processing every deposit placed by a customer following a Link from Your Site;
3. Tracking the volume and amount of sales generated by Your Site;
4. Providing information to Affiliate Sites regarding sales statistics; and
5. Payment processing, cancellations, bad debts, fraud, and related customer service.

4. Other Responsibilities and Opportunities of Affiliate Sites

a. Links: If you qualify and agree to participate as an Affiliate Site, you shall display, with our consent, Links and other promotion tools prominently throughout Your Site in positions as you see fit.

b. Competitions and Promotions: As an Affiliate Site, you will be entitled to participate and promote on Your Site any competitions and special promotions we may offer, and in connection therewith, we shall make such competitions and promotions available to users of Your Site. In addition, you will be entitled to earn referral fees as set forth in sections 5 and 6 below.

c. Compliance with the Agreement: We have the right in our absolute discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement and the right to terminate this Agreement at any time for any reason whatsoever, including for non-compliance with the terms of this Agreement.

5. Referral fees

a. Subject to clause (b) below, we will pay you referral fees based upon the payment model which you choose when enrolling in the program. Once a commission program has been chosen, it cannot be changed. There are three payment models:

(I) Initial Deposit Model: You will be paid referral fees based upon the amount initially deposited by each new Skybook customer who has come to Our Site directly through a Link or promotional tool hosted on Your Site. Your entitlement to a referral fee will accrue only if the customer accesses Our Site for the first time through the use of a Link and/or promotional tool on Your Site. If the customer does not make a deposit on the initial visit but does so at a time not later the end of the calendar month from the initial entry, then you (the affiliate site) will be credited with the initial deposit. The percentage of deposit you will be entitled to is 10% and applies to deposits of two hundred dollars ($200.00 USD) or more.

(II) Net Loss Share Model: You shall be paid referral fees based on our net revenue generated by the players who initially came to Our Site directly through a Link or promotional tool on Your Site. Net Loss is defined as a player’s sportsbook and casino losses less bonuses, less deposit fees, less adjustments and charge backs. The percentage of profit you will be entitled to is 35%.

Negative earnings are carried forward to the next month. Should the Affiliate close the month with a positive balance, payment will be issued if it meets the minimum requirements and commissions will be paid on the positive balance. Should the Affiliate close the month with a negative balance, this balance will be carried forward to the next month.

You will continue to earn commissions for the life of the customer on all wagering transactions the customer undertakes at Skybook.com, for as long as you remain an active member of the Skybook Affiliate Program. An active member is defined as an Affiliate who remains in good standing and promotes Skybook to the best of their ability and maintains a minimal level of participation in the program.

a. You shall be paid seventy-five dollars ($75.00 USD) for each new player that opens a Skybook account and deposits a minimum of one hundred dollars ($100.00 USD) into their account during the same calendar month.

b. Commissions are paid on the 10th of each month, if the 10th should happen to be a weekend, commissions will be deposited the following Monday. Commissions are deposited into the Affiliates designated Skybook Sportsbook account.

c. Affiliates earn commission on revenue generated from the casino and sportsbook. Poker revenue is not considered when calculating commissions.

6. Referral Fees Schedule

You will earn referral fees according to the fee schedule set forth herein:

a. Affiliates will not be paid for individual new customers who sign up more than once. WARNING: If we suspect affiliates to be signing up internally, numerous accounts for the purpose of defrauding Skybook, we shall not pay the relevant bonuses and we will terminate the Affiliate Agreement immediately.

b. Once commissions have been deposited into their Skybook Sportsbook account, commissions can be withdrawn through one of the following payment methods:

• NETELLER
• Western Union
• Citadel
• Bank Wire

Commissions can be withdrawn once per month using any of these payment methods with no fees for balances over one hundred dollars ($100.00 USD). For bank wire, payments below two thousand five hundred dollars ($2500.00 USD) will incur a fifty dollar ($50.00 USD) fee. For payout amounts below these minimums or more than once per month, Affiliates will be charged standard payout fees.

7. Reports of Sales

You will be given a password and have the ability to enter the Skybook password-protected site to receive your sales statistics on a daily basis.

8. Publicity

You shall not create, publish, distribute, or permit any written material that makes reference to Skybook as your partner, which disparages Skybook, which contains false information or representations concerning Skybook or its services, or which otherwise contravenes the terms of this Agreement in any manner.

Failure to comply with this provision shall result in the immediate termination of this Agreement and the forfeiture of any referral fees credited to your account. You will further be required to immediately remove the impugned information and/or representations from Your Site (or any other website over which you have control) and you will be required to immediately post a retraction/correction at Skybook's Affiliate Program direction. Notwithstanding the foregoing, Skybook shall also retain the right to bring legal proceedings against you for any damages suffered as a result of your actions.

9. Anti-Spam Policy

Any form of spam will result in your account being placed under review and all funds due being withheld pending an investigation into your account. You need to be aware that our clients are liable to incur expenses in dealing with spam generated mail and these same expenses will be deducted from your account should our client seek recourse. In this instance the amount determined by the relative client will be fair and deemed final and acceptable based on good faith and such amount will be collectable by law and deemed to have been accepted by you as fair and reasonable and as agreed to by registration as an affiliate of Skybook Sportsbook.

Should these expenses not be covered by funds in your account we reserve the right to investigate other alternative means for obtaining payment. Should your account not be active and be generating profit through commission payments we reserve the right to demand payment from the account holder.

To report any incidences of spam, please contact us at affiliates@skybook.com.

10. License

WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE LICENSE TO USE THE LINKS AND Skybook LOGOS AND TRADEMARKS ("LICENSED MATERIALS") AS FOLLOWS:

a. To permit users of Your Site to access Our Site through the Links solely in accordance with this Agreement;

b. To use the Skybook Trademarks and Logos solely in connection with such Links; and

c. To use similar identifying material relating to us for the sole purpose of linking Your Site to Our Site.

You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are a member in good standing with Skybook's Affiliate Program. You shall not make any specific use of any Licensed Materials for purposes other than in connection with supporting new accounts (sales) to Skybook from Your Site without first submitting a sample to us and obtaining the prior written consent of the Skybook Affiliate Manager. Consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke this license at any time, by giving you written notice. In entering into this Agreement, you allow us to provide Links from Skybook sites to Your Site(s) for the purpose of promoting this Agreement. This license shall terminate immediately upon the termination of this Agreement.

11. Obligations Regarding 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. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and, ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters.

12. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. Your performance will be reviewed annually, based on the date of your application. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Termination of this Agreement will be effective immediately upon the provision of such written notice. You are only eligible to earn commission on sales occurring during the term of this Agreement, and commissions earned through to 11.59 pm EST on the date of termination will remain payable only if the related deposit is valid. We may withhold your final payment for a reasonable amount of time to ensure that any required deductions for chargebacks, etc. have been made.

13. Modification

We may modify any of the terms and conditions contained in this Agreement at any time in our absolute discretion. You will be notified by e-mail and a change notice will be posted on Our Site. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on Our Site will constitute binding acceptance of the change.

14. Relationship of Parties

You and Skybook 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.

15. Representations and Warranties

Except as otherwise stated herein, we make no express or implied warranties or representations with respect to the Affiliate Program or any Skybook services sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability or non-infringement, or any implied warranties arising out of 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.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT, IN FULFILLING YOUR OBLIGATIONS PURSUANT TO THIS AGREEMENT, YOU ARE IN COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS, BY-LAWS, ETC. IN THE JURISDICTION IN WHICH YOU RESIDE AND IN WHICH YOUR SITE IS SITUATED. SKYBOOK MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES IN THIS REGARD.

You are solely responsible for ensuring that the content of Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity, below, will protect us if you do so.

You hereby represent and warrant to Skybook as follows:

1. This Agreement constitutes its legal, valid, and binding obligation, enforceable against you in accordance with its terms.
2. Your performance of this Agreement and the consummation of the transactions contemplated hereby will not, with or without giving of notice, the lapse of time, or both, conflict with or violate
   1. any provision of law, rule or regulation to which you are subject,
   2. any order, judgment or decree applicable to or binding upon your assets,
   3. any provision of your by-laws or certificate of incorporation (if applicable), or
   4. any agreement or other instrument applicable to or binding upon your assets.
3. No consent, approval, authorization of, exemption by or filing with any governmental authority or any third party is required to be obtained or made by you in connection with the performance of this Agreement or the taking by you of any other action contemplated hereby.
4. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you with respect to this Agreement, or with respect to you trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

16. Confidentiality

All information, including without limitation, the business and financial information, customer and supplier lists, and pricing and sales information, concerning Skybook or any of our Affiliates shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through another source.

17. Limitation of Liability

SKYBOOK 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 AFFILIATE 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 AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

18. Indemnity

You hereby agree to indemnify and hold harmless Skybook and its holding company, subsidiaries and other group companies, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees and expenses) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on:

1. any claim that our use of any trademarks or other proprietary material provided by you pursuant to this Agreement infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party;
2. any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or
3. any claim related to Your Site, including, without limitation, content therein not attributable to us.

19. Notification

All notices to us in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service or in the prepaid postage, certified or registered, return receipt requested, and addressed as follows:

Skybook Ltd. Interlink 1098 PO Box 02-5635 Miami, FL 33102
Attention: Affiliate Program Manager

All notices to you in connection with this Agreement shall be sent by email to the email address provided on your Affiliate Program application and shall be deemed given as of the date that such email is sent.

20. 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 AFFILIATE PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

21. Governing Law

This Agreement will be governed by the laws of Costa Rica without reference to rules governing choice of laws. You hereby submit to the jurisdiction of the Courts located in San Jose, Costa Rica with respect to any dispute, claim or other matters arising under this Agreement and the Courts of San Jose, Costa Rica shall have non-exclusive jurisdiction with respect to any such dispute, claim or other matters. However, nothing herein prevents Skybook from proceeding against you in courts of any other jurisdiction.

22. Assignment and Non-Waiver

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, which may be withheld in our unfettered discretion. Subject to that restriction, this Agreement will be binding on, ensure to the benefit of and be enforceable against you and your 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.

23. Termination due to fraudulent activity

Skybook reserves the right to terminate this agreement at any time. If it's determined by our affiliate marketing fraud control department that an affiliate is conducting fraudulent activity commissions earned up that that point which have not been paid will be forfeited.

Fraudulent activity may be considered as Affiliates and Referrals using the same IP address/same computer or household to place wagers and/or any other activity. Skybook has a Zero Tolerance Policy in regards to the above stated.

24. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.