Allstars Terms & Conditions

ALLSTARS

TERMS AND CONDITIONS

This Agreement sets forth the Standard Terms and Conditions that apply to use of the AllStarAffiliates Affiliate Program. To participate in any AllStarAffiliates program, indicate your agreement to abide by these terms and conditions by clicking on the "I Agree to Terms and Conditions" box on the sign-up form. THE DOWNLOADING OF ANY CREATIVES AND PLACING THEM ON YOUR SITE, ACCEPTING ANY REWARD, BONUS OR COMMISSION FROM ALLSTARAFFILIATES OR ANY OF ITS PARTNER CASINOS, AND/OR YOUR USE OF THE ALLSTARAFFILIATES AFFILIATE SERVICES IN ANY WAY INDICATES YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT.

Definitions

"Affiliate Program" means a program whereby Affiliates earn money (see Section 3) by referring users to one or more AllStarAffiliates' Partner Casinos through the use of placing advertisements on the Affiliate's website(s) or within the Affiliate's email correspondence.

"Casino Gross Revenue" means the sum of Purchases less Redeems generated by your referred Players.

"Charge Back" means transactions assessed to a user's credit/debit card which were not authorized by the user, or for which charges are reversed.

"Creatives" means any or all forms of advertising, including but not limited to banners, buttons, text or graphic links, pop-ups, pop-unders, consoles, web-based promotions, emails and newsletters.

"Player" means a user referred to AllStarAffiliates or a Partner Casino through an Affiliate's web site(s) or other permitted marketing activities undertaken by the Affiliate.

"Partner Casinos" means those companies who have contracted AllStarAffiliates to manage and promote their Affiliate Program, namely but not limited to OnlineVegas.com, TheStarCasino.com, MerlinsMagicCasino.com and OnlyBingo.com. We reserve the right to amend this list at any time without notice or delay.

"Purchases" means funds deposited by Players into their real money account.

"Redeems" means all payouts to Players.

"Referral Fee" means fees that are set as a percentage of the fees that are paid to every Affiliate that you refer to us who joins the AllStarAffiliates program (see Section 3).

"Revenue Share" means fees based on a percentage of the Casino Gross Revenue (see Table 1 in Section 3).

"Affiliate/You/Your" means the person or entity which intends to enter into this Agreement and becomes a member of the AllStarAffiliates Affiliate Program.

"We/Us/Our" means AllStarAffiliates or our Partner Casinos.

Certain other terms are defined in the text of this Agreement, and throughout this Agreement those terms shall have the meanings respectively ascribed to them.

1 Our Rights and Obligations

1.1 Register Your Players - We will register your Players and will track their purchases and their play ("Player Activity"). We reserve the right in our sole discretion to refuse registration or participation to anyone or to close their accounts if necessary to comply with any requirements we may periodically establish.

1.2 Track Players' Play - We will track Player Activity and will supply you with reports summarizing their activity. The form, content and frequency of the reports may vary from time to time in our discretion. Through the AllStarAffiliates website, we will provide you with remote online access to reports of Player Activity and the referral fees generated. You can gain access using your Affiliate identification number and password as provided by us upon acceptance into the Affiliate Program.

1.3 Payment of Fees - We will pay your fees on a monthly basis. Fees shall be processed by check or wire transfer by the 10th day of the month following the month in which the fees are earned. If paid by check, such check shall be mailed to such postal address as you designate in writing. All payments will be paid in United States Dollars. If the Casino Gross Revenue of all your referred players in any given month is in a negative position, we will zero out such negative balance at the beginning of the new month, so that no Casino losses will be carried forward against your account. All fees will be based upon our good faith calculation of Player activity as per our player logs and database records. Our decision in all cases is final. Your account balance must be at least $50 in order to receive any payment. If your account balance is less than $50, the amount will be carried over to the next month's payment.

1.4 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 website. Modifications may include, but are not limited to, changes in the scope of available fee schedules, payment procedures, and the Affiliate 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 WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.

1.5 Affiliate Admittance - We reserve the right to deny any prospective Affiliate admittance into any Affiliate Program for any reason in our sole discretion.

2 Your Rights and Obligations

2.1 Anti-SPAM Policy - We do not condone SPAM. "SPAM" is defined as unsolicited bulk mail messages including, but not limited to, bulk-mailing of commercial advertising, information announcements, and political tracts. Any form of SPAM will result in your account being placed under review and all funds due being withheld pending an investigation of your account. You acknowledge that our potential clients are liable to incur expenses in dealing with SPAM generated mail and these same expenses will be deducted from your account should any of our users seek recourse for SPAM generated by you. In this instance the amount determined by us for reimbursed payment to complainants, if any, 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. Further, you agree to indemnify and hold us harmless from any claim resulting from your use or distribution of electronic mail services, through the service or any other breach of this Agreement. Should these expenses not be covered by funds in your account, we reserve the right to investigate other alternative means for obtaining payment. For example, should your account have fess due based on any referred Affiliates, we will hold payment of Referral Fees for these accounts until such a time as the account for damages has been cleared. Should your account not be active and be generating profit through Referral Fees, we reserve the right to demand payment directly from you.

Should you wish to report any incidences of SPAM, please contact us at abuse@AllStarAffiliates.com.

2.2 Posting Banners - By agreeing to participate in a Partner Casinos' Affiliate Program, you agree to download banners, text or promotional materials and place them on your website(s), or utilize them within e-mail or print. These methods are the only methods which you may advertise on our behalf. We will terminate this agreement immediately if there is any form of SPAMming or if you discredit us through false or negative advertising, written or uttered words. You shall not make any claims, representations, or warranties in connection with us and you shall have no authority to, and shall not, bind us to any obligations.

2.3 Linking - By this Agreement, we grant you the non-exclusive right to direct potential Players to our Casino Partner websites and services, in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege to assist us in the provision of services arising from your Players, and we intend to contract with and obtain the assistance from others at any time to perform services of the same or similar nature as yours. You shall have no claims to fees or other compensation on business secured by or through persons or entities other than you.

2.4 Publicity - You may not announce your affiliation with us unless you first receive our written approval of such announcement. We may announce your affiliation with us in our sole discretion. You may not use misleading advertising in relationship to us; doing so may result in the termination of your membership in the Affiliate Program.

2.5 Approved Layouts - You will only use our approved banners and links and will not alter their appearance nor refer to AllStarAffiliates management in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by us and constitute the only authorized and permitted representation of our Partner Casino websites.

2.6 Good Faith - You will not knowingly benefit from known or suspected traffic not generated in good faith. Should fraudulent activity arise through a person directed to a website via your link, we retain the right to retract or withhold the fees paid or payable to you at any time. Our decision in this regard will be final without any prior notice to you. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge.

2.7 Responsibility for Your Website - You will be solely responsible for the development, operation, and maintenance of your website(s) and for all materials that appear on your website(s). You will be solely responsible for ensuring that materials posted on your website(s) 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) relating to the development, operation, maintenance, and contents of your website(s).

2.8 License to use Marks - We hereby grant to you a royalty-free, non-exclusive, non-transferable license, during the term of this Agreement, to use our intellectual-property marks, trademarks, trade names and service marks (licensed, in turn by us, from their owner) (collectively know as "Marks") solely to the extent contemplated by this Agreement. This license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Marks is limited to and arises only out of this license to use the banners. You shall not assert the invalidity, unenforceability, or contest the ownership of the Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or our licensor's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

2.9 Confidential Information - During the term of this Agreement, You may be entrusted with Confidential Information (hereinafter defined) relating to the business, operations, or underlying technology of our Partner Casinos and/or the affiliate program (including, for example, fees earned by you under the program). You agree to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless you have our prior written consent and that you will use the Confidential Information only for purposes necessary to further the purposes of this Agreement. "Confidential Information" shall mean all non-public information that we designate as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential. "Confidential Information" shall not include information the receiving party can document: (i) is or has become readily publicly available through no fault of the receiving party or its employees or agents; (ii) is received from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) is rightfully in the possession of the receiving party prior to its disclosure by the other party; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. You may make disclosures required by law or court order provided you use reasonable efforts to limit disclosure and to obtain confidential treatment. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.

3 Programs and Fees

Upon enrollment into the Affiliate Program, you will be entitled to earn fees under the Revenue Share program, these fees are defined as a percentage of the Casino Gross Revenue from Players you referred.

Program details for the above are detailed in the fee schedules as set forth below and in Sections 3.1 and 3.2 following:

3.1 Revenue Share Program

We will pay you according to the percentages reflected in Table 1 below for any Casino Gross Revenues generated by your referred Players at our Partner Casinos. Only real money purchases will qualify for calculation of Casino Gross Revenue. We retain the right to pass on any financial costs to your account that we may incur due to fraudulent activity actioned by your Players.

All fees shall be determined by us based on Player logs and our determinations will be final. We reserve the right to change the fee schedules and method of calculation of fees at any time during the term of this Agreement, by posting a change notice or a new agreement on our website. Table 1 shows the percentage of Casino Gross Revenue you will earn based on the aggregate Casino Gross Revenue generated by all new unique real money players you have sent to our Casino Partners in a given month. Note that there will be NO monthly loss carry-forward at any time.

TABLE 1: PERCENTAGE OF CASINO GROSS REVENUE (CGR) EARNED BY AFFILIATE:

PRECENTAGE OF CGR EARNED IN ALL MONTHS THEREAFTER

30% OF CGR

3.2 Affiliate Referral Program and Fees

In addition to participating in the Revenue-Share Program, upon enrollment and acceptance into our Affiliate Program, you may also earn fees for referring other websites to enroll in our Affiliate Program as follows:

First-Tier Affiliate Referral Program - 7% override on the Casino Gross Revenue payment made to the referred Affiliate for all qualified real players referred by your directly referred affiliates. Such fees will be paid to you for the life of the players, provided such players remain in good standing.

Second-Tier Sub-Affiliate Referral Program - 5% override on the Casino Gross Revenue payment made to the referred Affiliate for all qualified real players referred by any affiliates referred by your directly referred affiliates. Such fees will be paid to you for the life of the players, provided such players remain in good standing.

Third-Tier Sub-Affiliate Referral Program - 3% override on the Casino Gross Revenue payment made to the referred Affiliate for all qualified real players referred by any affiliates referred by your directly referred affiliates' affiliates. Such fees will be paid to you for the life of the players, provided such players remain in good standing.

4 Downtime

We will not be held responsible for loss due to downtimes resulting from complications with any hosting equipment or technical errors.

5 Term and Termination

5.1 The term of this Agreement will begin when you submit your enrollment to this program or download a casino banner and link it to our website and will continue until either party notifies the other party, in writing, that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. EITHER PARTY MAY TERMINATE THIS AGREEMENT AT ANY TIME FOR ANY REASON. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

5.2 Upon termination:

· You must remove our banner(s) from your website(s) and disable any links from your website to ours.

· All rights and licenses given to you in this Agreement shall immediately terminate.

· You will be entitled only to those unpaid Referral Fees, if any, earned by you on or prior to the date of termination. You will not be entitled to Referral Fees occurring after the date of termination.

· If you have failed to fulfill your obligations and responsibilities, we will not pay you the Referral Fees otherwise owed to you upon termination.

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

· If we continue to permit you to generate revenue from Player Activity after termination, such permission will not constitute a continuation or renewal of this Agreement or a waiver of termination.

· You will return to us any Confidential Information and all copies of it in your possession, custody and control and will cease all uses of any Marks and other designations of our Partner Casinos and us.

· Both parties will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination.

6 Warranties and Limitations

6.1 Indemnity - You shall defend, indemnify, and hold us and our Partners and their electronic cash providers, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, penalties, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement contained in this Agreement, (b) the performance of your duties and obligations under this Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and link or this referral program.

6.2 Disclaimers - WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR REFERRAL FEE PAYMENT ARRANGEMENTS (INCLUDING, WITHOUT LIMITATION, THEIR FUNCTIONALITY, WARRANTIES OF FITNESS, MERCHANTABILITY, LEGALITY, 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 WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY US, OUR EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

6.3 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 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 REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO PROVIDE ANY RIGHTS, REMEDIES OR BENEFITS TO ANY PERSON OR ENTITY NOT A PARTY TO THIS AGREEMENT. OUR OBLIGATIONS UNDER THIS AGREEMENT DO NOT CONSTITUTE PERSONAL OBLIGATIONS OF OUR DIRECTORS, OFFICERS OR SHAREHOLDERS. ANY LIABILITY ARISING UNDER THIS AGREEMENT SHALL BE SATISFIED SOLELY FROM THE REFERRAL FEES GENERATED AND IS LIMITED TO DIRECT DAMAGES. NO ACTION, ARISING OUT OF THE PERFORMANCE UNDER THIS AGREEMENT, MAY BE BROUGHT BY YOU MORE THAN TWO YEARS AFTER SUCH CAUSE OF ACTION ACCRUES, OTHER THAN ACTIONS REGARDING PAYMENT WHICH MUST BE BROUGHT WITHIN ONE YEAR AFTER SUCH CAUSE OF ACTION ACCRUES

6.4 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 PLAYER 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 THIS REFERRAL PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

The terms of this Section 7 shall survive termination of this Agreement.

7 Miscellaneous

7.1 Governing Law - This Agreement will be governed by the laws of Antigua, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in Antigua and you irrevocably consent to the jurisdiction of its courts.

7.2 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 websites or otherwise, that reasonably would contradict anything in this paragraph.

7.2 Assignability and Inurement - 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 enforceable against you and us and our respective successors and assigns. 7.3 Non-Waiver - 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. NO MODIFICATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT ARE PERMITTED OR WILL BE RECOGNIZED BY US WITHOUT OUR EXPRESS WRITTEN PERMISSION. None of Our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement.

7.4 Remedies - Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

7.5 Severability - 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

7.6 Headings - The headings used in the Agreement will be for the convenience of the parties only and will not be considered in interpreting or applying the provisions of this Agreement.

7.7 Attorneys Fees - In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys' fees.

Bingo Specific Addendum to the AllStarAffiliates Affiliate Program TERMS AND CONDITIONS

The Bingo Room is restricted to individuals of legal age of majority as determined in the jurisdiction in which the individual resides. Play is not permitted under any circumstances unless player is at least eighteen years of age.

Participation in the activities and games of The Bingo Room (the 'Game') is open only to residents of those jurisdictions where such participation is legal and not prohibited. Participation in the Game is void wherever prohibited by law.

The term the Only Bingo; is a trademark, service mark, and trade name of the Company, and you obtain no rights to such term, nor any other terms, graphics, text, concepts or methodologies, by using the Web site and the material contained therein.

Materials of the Game (whether electronically obtained or obtained by other means) are automatically void if counterfeited, mutilated, forged, altered or tampered with in any way, if illegible, mechanically or electronically reproduced, obtained outside authorized legitimate channels or if they contain printing, production, typographical, mechanical, electronic or any other errors. Liability for materials of the Game containing any error is limited to replacement of same.

COPYRIGHT AND TRADEMARK RIGHTS. The Software is owned by the Company and/or its licensors, and its structure, organization and code are the valuable trade secrets of the Company and its licensors. The Software is also protected by copyright law and International Treaty provisions. You may use the Company's trademarks only insofar as required to comply with section 1 of this Agreement. Such use does not give you any rights of ownership or any intellectual property rights in the Software or the Company's trademarks and/or other proprietary information contained in the Software.

RESTRICTIONS. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software or the Company's servers or to create, publish or distribute derivative works from the Software. The Software is licensed and distributed by the Company solely for the purpose of enabling end users of the Software to fully utilize The Bingo Room. You may use the Software for online play only on the Company's servers. You agree not to create or provide any means (including, without limitation, emulators) through which the Software may be used by others, ex

Unpublished-rights reserved under the copyright laws of all jurisdictions. Universal Spheres Factory Rd. P.O. Box W1094 St. Johns, AG

Only Bingo is a trademark of Universal Spheres.

This Agreement sets forth the Standard Terms and Conditions that apply to use of the ALLSTARAFFILIATES Bingo Program as offered and presented by OnlyBino.com. To participate in this program, indicate your agreement to abide by these terms and conditions by clicking on the "I Agree to Terms and Conditions" box on the sign-up form.

RECITALS

ALLSTARAFFILIATES owns or licenses computer software for playing multi-player online poker and, through its affiliate aggregate multiple Bingo Rooms, maintains and controls access to the same; and

Affiliate or its sub-affiliates, partners or agents maintain or control web sites and have access to a unique customer base; and

Affiliate desires to obtain from ALLSTARAFFILIATES a license to market such software to users of its web sites.

Therefore, in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. Definitions

1. "Administrative Costs" shall mean the costs associated with the operation and management of the Bingo Room including but not limited to ongoing product development and support, IT, hosting, customer service 24/7, pitboss services, risk and fraud detection, accounting and auditing.

2. "Gross Revenue" shall mean the total sum from a single pot in the Bingo Room, multiplied by a fraction, the numerator of which is the total amount contributed to the underlying pot by Affiliate's Users and the denominator of which is the total amount of such pot.

3. "ALLSTARAFFILIATES Costs" shall mean the charge-card fees, prepaid-card fees and charge-backs imposed by credit and debit card companies and Internet payment system companies, relating to Bingo accounts of Users and other third-party charges relating to Users' deposits in the Bingo Room.

4. "Marketing Costs" shall mean the amount of Bingo Room-wide marketing expenses and promotional costs incurred by ALLSTARAFFILIATES during a particular period, attributable to marketing support of the Bingo Room during such period, including deposit matching, money-added events, contests and promotions.

5. Affiliate shall earn an Affiliate's Earned Revenue equal to 30% of the Rake amount. The “Rake” amount is the portion of the total Jackpot contribution made by the Affiliate's players.

6. "Notice Addresses" shall mean the addresses to which notices to either party to the other party are to be sent.

7. "Bingo Room" shall mean the virtual Bingo Room in which all Users utilizing the Software play against each other.

8. "Bingo Room Entrance" shall mean the link directing Users to either the Software or the Bingo Room.

9. "Software" shall mean all forms of ALLSTARAFFILIATES' computer software programs.

10. "Users" shall mean registered players using the Software participating in Bingo games for real money.

2. Grants of Licenses.

1. ALLSTARAFFILIATES hereby grants to Affiliate a non-exclusive, nontransferable license for the term of this Agreement to market the Software to Users throughout the Territory, subject to Affiliate's compliance with the terms of the Agreement.

2. Affiliate shall have the right to use ALLSTARAFFILIATES' trademarks as approved by ALLSTARAFFILIATES or its agents in conjunction with the exercise of its rights hereunder.

3. Affiliate shall have the right to utilize marketing and sales materials produced by ALLSTARAFFILIATES in conjunction with the exercise of Affiliate's licenses granted herein.

4. Nothing contained in this Agreement or the grant of rights hereunder shall be construed in any way to prohibit, limit or otherwise diminish ALLSTARAFFILIATES' rights to the Software, except as specifically provided herein.

3. Financial Matters and Reporting.

1. ALLSTARAFFILIATES shall be responsible for all collecting and accounting of all monies received due to Users use of the Software. ALLSTARAFFILIATES shall make monthly payments of the Affiliate Earned Revenue to Affiliate within fifteen (15) days of the end of each calendar month, for all monies collected by ALLSTARAFFILIATES and due during the preceding month. Each payment shall be accompanied by (i) summary reports of the Gross Revenue, and (ii) the account information of Users, including their e-mail and mailing addresses; provided that Affiliate will be prohibited from disclosing any such information to, or using any such information on behalf or for the benefit of, any third party without ALLSTARAFFILIATES' express prior written consent. Each monthly payment shall also include details of any adjustments made in payments to Affiliate due to charge-backs or other unusual costs incurred by ALLSTARAFFILIATES during the subject period.

2. Affiliate shall provide ALLSTARAFFILIATES with monthly summary reports on overall user activity of Users in a form and substance reasonably satisfactory to ALLSTARAFFILIATES, including the percentage of unique web site visitors clicking through the Bingo Room Entrance or any link or device used to measure traffic and click-through responsiveness of Users.

4. Additional Responsibilities of and Restrictions on Contractor.

1. Affiliate will undertake the marketing efforts listed on Schedule A which is a part of this Agreement. Affiliate will consult with ALLSTARAFFILIATES in connection with any and all aspects of such efforts and offer ALLSTARAFFILIATES reasonable opportunity to pre-approve such efforts. Without limiting the generality of the foregoing, Affiliate will not make any representations about the Software without ALLSTARAFFILIATES' prior written consent. Affiliate shall at all times use best efforts to (i) aggressively market and promote the Software to its web site users, customers or members, (ii) acquire new Users for the Software and (iii) facilitate Bingo-Room wide promotions and other marketing activities at the direction of ALLSTARAFFILIATES. Affiliate will be permitted to arrange, at its own cost and expense, Contractor-specific promotions, subject to ALLSTARAFFILIATES' prior written approval which may be withheld in ALLSTARAFFILIATES' sole discretion. Affiliate acknowledges and agrees that such promotions may not be supported by the Software.

2. Affiliate shall not, at any time during the term hereof host, link to or otherwise promote, sell or distribute any Affiliate-branded multi-player online Bingo product other than the Software,

3. Affiliate shall immediately notify ALLSTARAFFILIATES of any notices that are served on Affiliate and that might adversely affect ALLSTARAFFILIATES.

4. Affiliate shall promptly notify ALLSTARAFFILIATES of any Software errors, "bugs" or problems of which it becomes aware.

5. Affiliate shall provide to ALLSTARAFFILIATES reasonable access to Affiliate's web site and/or URL address.

6. The Software may contain the text of, or links to, terms of use and privacy policy. During and after the term of this Agreement, Affiliate agrees to comply with (i) such terms of use with respect to the Software and (ii) such privacy policy with respect to any and all user information provided by ALLSTARAFFILIATES or collected by Affiliate hereunder.

5. ALLSTARAFFILIATES' Responsibilities.

1. ALLSTARAFFILIATES will be responsible for all aspects of (i) creation, maintenance and hosting of the Software and (ii) the final approval of the "look and feel" of the Bingo Room Entrance.

2. In addition to the foregoing, ALLSTARAFFILIATES shall be responsible for providing Affiliate with all administrative services listed in Schedule B. Notwithstanding the foregoing, ALLSTARAFFILIATES' failure to provide any of the services listed in schedule B due to Affiliate's failure to provide ALLSTARAFFILIATES reasonable access pursuant to Paragraph 4.6 shall not constitute a material breach under this Agreement.

6. Term. This Agreement shall commence and become effective on the Activation Date, and shall continue for an initial term of one year, unless earlier terminated as provided herein or by operation of law. Upon the expiration of the initial term, this Agreement shall automatically renew for consecutive one year terms, unless either party notifies the other of its intent to terminate the Agreement within 60 calendar days of the end of the then current term. The Agreement may also be terminated by either party on 60 calendar days prior to the end of any renewal term, as otherwise provided herein, or by operation of law.

7. Termination.

1. Termination for Breach. Either party may terminate the Agreement if the other party materially breaches any representation, warranty, agreement, or obligation contained or referred to in the Agreement, provided the non-breaching party has given the breaching party notice of such breach and there has been a failure to cure such breach within 30 calendar days after receipt of such notice.

2. Events of Material Breach. Events of material breach of a representation, warranty, agreement or obligation include, but are not limited to: Any action by Affiliate without the prior written consent of ALLSTARAFFILIATES to display, sell, sublicense, reproduce, modify, translate, change, disassemble, reverse engineer, network, use, lease, rent, assign or otherwise transfer, use or make available the Software in any form, in whole or in part, including Affiliate's failure to fulfill its obligations under Sections 4 and 8 of the Agreement, except as specifically provided in the Agreement;

8. Proprietary Rights and Confidentiality.

1. Except as expressly provided herein, all right, title and interest in and to the Software and any copyright, patent, trademark, trade secret or other intellectual or proprietary rights therein are the sole, confidential and exclusive property of ALLSTARAFFILIATES. No right, title, or interest therein or thereto shall be acquired by Affiliate by virtue of this Agreement other than as expressly provided herein.

2. Each party agrees to take all steps necessary to protect the other party's proprietary rights described in this Section including, but not limited to, the proper display of proprietary, copyright, trademark and trade secret notices.

3. Affiliate acknowledges that the Software and all releases of other materials furnished to Affiliate by ALLSTARAFFILIATES in connection with the Software, contain valuable and confidential material which may, but need not be, first identified as such by ALLSTARAFFILIATES by means of an appropriate legend or other conspicuous writing attached thereto. Such precautions shall be at least equivalent in scope or effect to the measures taken by Affiliate to protect its own proprietary software, information and other trade secrets.

Upon termination or expiration of this Agreement, Affiliate shall surrender to ALLSTARAFFILIATES all written and descriptive matter, including but not limited to descriptions, designs, or other materials or documents which contain such information. The obligation herein to keep such information confidential shall continue in effect for five years after the termination or expiration of this Agreement.

4. Affiliate agrees that, if Affiliate breaches this Section 8 in any manner, ALLSTARAFFILIATES will suffer irreparable damage, money damages may be inadequate, and ALLSTARAFFILIATES shall be entitled to preliminary injunctive relief and other injunctive relief by a court of competent jurisdiction against any breach or threatened breach by Affiliate of this Section 8. Said injunctive relief shall be in addition to, and in no way in limitation of, any and all other remedies ALLSTARAFFILIATES may have in law or equity for the enforcement of this Agreement.

9. Warranties and Limitation of Disclaimer of Liability.

1. DISCLAIMER OF WARRANTY. ALLSTARAFFILIATES SPECIFICALLY DISCLAIMS ALL WARRANTIES TO CONTRACTOR, INCLUDING WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY, EXPRESS OR IMPLIED, RELATED THERETO WITH REGARD TO THE SOFTWARE. ALLSTARAFFILIATES does not warrant that the functions contained in the Software will meet Affiliate's or its Users' requirements, that the operation of the Software will be uninterrupted or error free, or that all defects will be corrected.

2. LIMITATION OF LIABILITY. IN NO EVENT SHALL ALLSTARAFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, OR TORTIOUS CONDUCT RELATING TO, CAUSED BY OR ARISING OUT OF ANY BREACH OF OBLIGATIONS OR DELAY IN DELIVERY OF THE SOFTWARE UNDER THE AGREEMENT, OR FROM A USER'S USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ALLSTARAFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. ANY DAMAGES THAT ALLSTARAFFILIATES IS REQUIRED TO PAY FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, AND REGARDLESS OF THE FORM OF THE ACTION IN THE AGGREGATE, SHALL BE LIMITED IN AMOUNT TO THE PAYMENT OF FEES MADE BY AFFILIATE TO ALLSTARAFFILIATES FOR THE SPECIFIC COPY OR COPIES OF SOFTWARE SUBLICENSED TO A USER OR USERS TO WHICH ALLSTARAFFILIATES'S LIABILITY RELATES.

10. Indemnification. Affiliate shall indemnify, defend, and hold harmless ALLSTARAFFILIATES, their officers, directors, employees, representatives, agents and independent contractors from and against any losses, liability, claims, damages, penalties, costs, fees or expenses arising from or in connection with any action, proceeding or claim made or brought against ALLSTARAFFILIATES by any third party caused by or arising directly or indirectly from any act or omission of Affiliate pursuant to the exercise of its rights under this Agreement, including without limitation from any use, demonstration, marketing, sublicensing, licensing or distribution of any Software by Contractor.

11. Assignment. Affiliate may not assign this Agreement or its rights, or delegate its duties or obligations hereunder without ALLSTARAFFILIATES' prior written consent. Any such assignment, delegation or other transfer in contravention of this provision shall be null and void. This Agreement shall inure to the benefit of and be binding on the respective successors and permitted assigns, if any, of the parties hereto. Affiliate shall promptly pay any reasonable attorneys' fees and costs incurred by ALLSTARAFFILIATES in considering any assignment requested by Contractor.

12. Notices. Except as otherwise provided in the Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered to the Notice Addresses. The Notice Addresses may be changed by notice given by such party to the other pursuant to this Section or by other form of notice agreed to by the parties.

13. Section Headings. The Section headings throughout the Agreement are for reference purposes only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of the Agreement.

14. No Third Party. Except as otherwise specifically stated in the Agreement, the provisions of the Agreement are for the benefit of the parties hereto and not for any other person.

15. Nonwaiver. Any failure or delay by either party to exercise or partially exercise any right, power or privilege hereunder shall not be deemed a waiver of any of the rights, powers or privileges under the Agreement. The waiver by either party of a breach of any term, condition or provision of this Agreement shall not operate as, or be construed as, a waiver of any subsequent breach thereof.

16. Modifications, Amendments or Waivers. No modifications or amendments to the Agreement and no waiver of any provisions hereof shall be valid unless made in writing signed by duly authorized representatives of the parties.

17. Applicable Law. This Agreement will be governed by the laws of Antigua, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in Antigua and you irrevocably consent to the jurisdiction of its courts.

18. Remedies. Except as otherwise provided for herein, no remedy conferred by any of the specific provisions of the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by ALLSTARAFFILIATES shall not constitute a waiver of the right to pursue other available remedies.

19. Severability. If any term, provision or part of the Agreement is to any extent held invalid, void or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be impaired or affected thereby, and each term, provision, and part shall continue in full force and effect, and shall be interpreted in a manner consistent with the intent of the parties.

20. Survival. The terms of Sections 8, 9, 10 and 21 shall survive the termination of this Agreement. In addition, the terms, conditions and warranties contained in the Agreement that by their sense and context are intended to survive the performance hereof by the parties hereunder shall so survive the completion of the performance, cancellation or termination of the Agreement.

21. Attorneys' Fees. In the event an action, including arbitration, is brought to enforce any provision of or declare a breach of this Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal costs including attorney's fees incurred thereby.

22. No Default. Neither party shall be in default of this Agreement or liable for any damages or delay resulting from causes beyond its control.

23. 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 websites or otherwise, that reasonably would contradict anything in this paragraph.

24. Days. References to "days" in this Agreement mean calendar days unless otherwise indicated herein.

25. Compliance with Laws. In the performance of its obligations under Section 2.1, Affiliate shall comply with all applicable laws, regulations, rules, orders, and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction.

26. Entire Agreement. The Agreement and the included Schedules and Appendices constitute the entire agreement, understanding and representations, expressed or implied, between ALLSTARAFFILIATES and Affiliate with respect to subject matters described herein, and supersede all prior written and oral communications, agreements, letters of intent, representations, warranties, statements, negotiations, understandings and proposals, with respect to such subject matters.

27. Agreement Authorized. Both ALLSTARAFFILIATES and Affiliate have full power and authority to enter into and perform the Agreement, and the person(s) signing the Agreement (including electronically agreeing to these Terms and Conditions) on behalf of each has been properly authorized and empowered to enter into the Agreement. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THE AGREEMENT AND THE INCLUDED AND/OR ATTACHED APPENDICES, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM.

SCHEDULE A

(Minimum Affiliate Marketing Requirements)

1. Upon activation of Affiliate's account, Affiliate shall:

1. Send an appropriate HTML email to its entire customer or membership base, announcing the Bingo Room; ALLSTARAFFILIATES will provide a template for this email

2. Place prominently on the Affiliate's web site(s) banners provided by ALLSTARAFFILIATES (or created by Affiliate and approved by ALLSTARAFFILIATES), as follows:

1. 460 x 80 banner on home pages of Affiliate's web site(s)

2. 90 x 90 buttons on key subsequent pages of Affiliate's web site(s)

3. Include announcement of the Bingo Room in any electronic newsletters as may be sent by Affiliate to its customer base

2. Subsequent to activation, and throughout the term of this Agreement, Affiliate shall:

1. Send no less than 1 appropriate HTML email to its entire customer or membership based, promoting the Bingo Room to stimulate continued acquisition of new Users; ALLSTARAFFILIATES will provide templates for such emails (or Affiliate may create such emails to be approved in advance by ALLSTARAFFILIATES)

2. Send all customers any emails provided by ALLSTARAFFILIATES announcing or promoting special events and promotions for the Bingo Room

3. Place prominently and maintain on the Affiliate's web site(s) various banners provided by ALLSTARAFFILIATES (or created by Affiliate and approved by ALLSTARAFFILIATES), as follows:

1. 460 x 80 banner on home pages of Affiliate's web site(s)

2. 90 x 90 buttons on key subsequent pages of Affiliate's web site(s)

3. Affiliate acknowledges that they may not opt-out of participating or promoting any aggregated Bingo Room-wide Tournaments promoted to the general population of Users across all Bingo Rooms

SCHEDULE B

(Services Provided to Affiliate by ALLSTARAFFILIATES)

· Web client and design

· Web site hosting

· Client serving/downloads

· Customer Service 24/7

· Bingo Room management

· Organize tournaments and other promotional events

· Payment processing including credit cards and other common methods of payment

· Risk and fraud management

· Accounting

· Funds Management