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Affiliation Agreement

Your consent to the terms of this Agreement with InterLogic Ltd. ("Company") is signified by clicking the box entitled "I have read and agreed to the Affiliation Agreement" in our Affiliate Sign-Up Form.

IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT PROMOTE THE SITE.

We are sure that our new game will develop fast into a community of millions of users and generate great revenues to us and to our partners. Don't miss the chance to be part of the next success story!

1. Definitions

Account: The uniquely assigned account that is created for Player when he/she opens an account at the Website

Affiliate: A person or entity that has received an email confirmation from Company, as determined by Company at its sole discretion, that its website(s) are included in the Program, and such website(s) are linked to the Site in accordance with the terms of this Agreement.

Affiliate ID: The numeric identification code assigned to each Affiliate is when such Affiliate is confirmed by the Company as a participant in the Program.

Affiliate Fee: The amount due and payable to Affiliate, based solely and exclusively on InterLogic's system's data and calculations, in accordance with the payment plan selected by the Affiliate on the Affiliate Sign Up Form when signing up and/or activating additional Trackers.

Affiliate Section: The area of the Site that is accessible to Affiliate where Affiliate may check stats, register Sub-Affiliates, update profile, create additional Trackers, select Banners and other functions.

Banners and Text Links: Any means of graphics, pictures, animation, artwork or text that an Affiliate uses to hyperlink Players from Affiliate's website to the Site.

Company Games: online backgammon, online pool, and any other game as may be developed and/or added by the Company, from time to time.

Company Marks: means registered and unregistered trademarks, service marks, trade names, service names and logos of the Company and its suppliers placed on the Company Games or otherwise used with respect to the Company Games or the Sites by the Company and all similar proprietary rights, together with all translations, adaptations, derivations and combinations thereof, all applications, registrations and renewals in connection therewith, and all rights to corporate names, metatags and universal resource locators owned or used by the Company, including without limitation the "Play 65", "Play 89" and any other Mark as may be used by the Company, from time to time.

Gross Revenue: The actual revenue actually received by the Company from each Player as commissions from such Player less any credits, bonus or promotional amounts given to Players, charge backs, or any un-collectable revenue attributable to the Player. For illustration purpose only, in the event a Player played during a calendar month a total of 1,000 games, on each game playing on $10, and from each game the Company actually collected and was paid a commission of $1, of which $0.5 were attributed to that Player. In the event in such calendar month the Company gave such Player $15 in a certain promotion and a $20 bonus, the Gross Revenue of such Player during such calendar month shall be $465 (1,000*0.5-20-15).

Fraud Traffic: Any deposits, Gross Revenue or traffic generated at the Site through illegal means or in bad faith to defraud the Company, regardless of whether or not it actually causes harm to the Company. Fraud Traffic includes but is not limited to spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Affiliate Fee directly or indirectly with Players, and any other unauthorized use of any third party accounts, copyrights or trademarks.

Program: Company Affiliate Program.

Qualified Player: A human visitor who arrives directly from the Affiliate's website identified by a Tracker assigned to Affiliate, which website is confirmed by Company as included in the Program and is linked to the Site in accordance with this Agreement, and who makes the minimum required deposit for opening the Account. Neither you nor your relatives are eligible to become Players and should you or they do so you will not be eligible to receive the relevant commission. For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.

Real Money Player: A Player that makes a real money deposit to his/her Account.

Referral Fees Plan: A plan where Affiliate shall be paid according to the number of Qualified Real Money Players referred by him to the Site which actually open an Account with the Company after clicking on a Tracking URL used by you or entered the sign up bonus code assigned to you when they signed up.

Revenue Sharing Plan: A Plan were the compensation payable to Affiliate is calculated as a percentage of the Gross Revenue attributed to such Affiliate.

Sites: one or more of the following: www.play65.com, www.play89.com and any other website as may be added by the Company, in its sole and absolute discretion, from time to time.

Spam or Unsolicited Promotions: Any emails or any other messages that are circulated by you, directly or indirectly, including messages that are posted on newsgroups, chatboards and other types of Online forums and which: 1), are directed at people who have not consented to receiving promotional messages from you; 2) contain false or misleading statements; 3), do not truthfully identify the source or the originating IP Address; or 3), do not provide the recipient with an option to easily "Remove" them from receiving future mailings or promotions.

Sub-Affiliate: Any person or entity, which you referred to this Affiliate Program and which was approved by the Company, and for which, you will receive compensation based on the Affiliate Fees due to them, provided however that as a precondition to each Affiliate being consider a Sub-Affiliate of another Affiliate, such new Affiliate shall be required to declare together with the application for this Affiliate Program which existing Affiliate referred him, and shall only be entitled to name one such referring Affiliate. If the Company accepts such new Affiliate it shall also notify the referring Affiliate of such referral.

Tracker(s): The unique Tracking URL or sign up bonus codes that we provide exclusively to you, through which we track and calculate Affiliate Fees

Tracking URL: A unique hyperlink to the Site enabling Affiliates to refer potential Players to the Site and identify the Affiliate that has referred this specific Player as entitled to the Affiliate Fees.

Trademarks: All trademarks, service marks and logos displayed on the Site.

2. Affiliate Program

2.1 Each Affiliate shall choose whether to sign up for the Revenue Sharing Plan or the Referral Fees Plan and such decision shall be final. Under no circumstances may an Affiliate change the Plan for which Such Affiliate have signed up.
2.2 According to the Plan the Affiliate have chose, Affiliate shall be paid on a monthly basis the amounts to which Affiliate shall be entitled in accordance with the provisions of the sign up form which will be confirmed to Affiliate by e-mail.
2.3 The Company shall do its best efforts to inform each applying affiliate whether the Company approves such affiliate's request and the plan chosen by him within seven (7) days of your application to join the Affiliate Program.
2.4 All costs of Affiliate shall be borne solely by Affiliate and the Company shall under no circumstances participate in such costs.
2.5 By this Agreement, we grant you the non-exclusive right to direct customers to the Site, 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 referrals, and we intend to contract with and obtain the assistance of other Affiliated to perform services of the same or similar nature as yours. You shall have no claims to fees for Players not referred by you.

3. Tracking; Payment

3.1 Company tracks, by the 10th of every month, Player activity for purposes of calculating each Affiliate's Fees. The form, content and frequency of the reports may vary from time to time in our sole discretion. Upon conclusion of each report Affiliate will receive a report setting forth the number of new Players signed up that month, per Tracker, and/or the total amount of Monthly Gross Revenue collected from Players that month, per Tracker. In addition, this information will be available to Affiliate online in real time, under password protection.
3.2 The Affiliate Fee shall be calculated as follows:

3.2.1 In the event the Affiliate chose and the Company approved Revenue Sharing Plan for such Affiliate, the Affiliate Fee shall be that percentage of the Gross Revenue of the Qualified Players referred in and tracked to such Affiliate mentioned in the confirmation of such Affiliate's joining to the Program.
3.2.2 In the event the Affiliate chose and the Company approved Referral Fees Plan for such Affiliate, the Affiliate fee shall be $___ for each Qualified Real Money Players referred by him to the Site which actually open an Account with the Company after clicking on a Tracking URL used by you or entered the sign up bonus code assigned to you when they signed up.
3.3 Sub-Affiliate Fees. Each Affiliate shall also be entitled to a fee equal to that percentage of the Affiliate Fees mentioned in the confirmation of such Affiliate's joining to the Program due and payable to Sub-Affiliate(s).
3.4 Time of Payment. Affiliate Fees will be payable within fifteen (15) days after the end of each calendar month, except that, in no event will the Company pay to an Affiliate an amount lower than $200, and in the event such Affiliate balance at the end of a calendar month is below $200 such balance shall be carried over and added to the next month's Affiliate Fees. In the event, the balance amount carried over does not total $150 within a three consecutive calendar months, then the amount due will be voided and cancelled, and the Company may terminate this Agreement.
3.5 Holdover for Fraud Traffic. In the event of any activity deemed suspicious by the Company, in your Account or in multiple Accounts, the Company may delay payment of the Affiliate Fees to you for up to one hundred and eighty (180) days to verify the relevant transactions and in the event the Company determines the activity to constitute Fraud Traffic, the Company shall recalculate or withhold your Affiliate Fees accordingly and in its sole discretion.
3.6 Method of Payment. All payments will be due and payable in United States Dollars only. Payment will be made by check, wire or any other method chosen by the Company. Charges for wires or courier charges for checks will be covered by Affiliate and deducted from the Affiliate Fee
3.7 Player Tracking. Affiliate represents that it is aware and agrees that Players must link through a Tracking URL or enter a sign pp bonus codes when signing up in order for Affiliates (and Sub-Affiliates) to receive Affiliate Fees in relation to such potential Players. In no event, shall the Company be liable and Affiliate specifically waives any claim or demand for failure of Affiliate or any Player to use the right Trackers or for potential Players' failure to properly enter a sign pp bonus codes. Affiliate understands and agrees that it shall not receive credit for Sub-Affiliates unless expressly registering them under Affiliate.
3.8 Disputes. Deposit of payment check, acceptance of payment transfer or acceptance of other payment by Affiliate will be deemed full and final settlement of Affiliate Fees due for the calendar month indicated. Hence, if you disagree with the reports or amount payable, do NOT accept payment for such amount and immediately send the Company a written notice of your dispute. Dispute notices must be received within thirty (30) days of the end of each month for which payment is made, or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard.
3.9 Player Verification. Affiliate Fees in relation to new Players will be dispatched only following Company's verification and checks concerning all new Players.
3.10 It is Affiliate's sole responsibility to comply with any tax laws that apply to referral fees, and Affiliate consents that to the extent required by applicable law and regulations, Company may provide information regarding Affiliate's fees to any government agency.

4. Additional Terms of Participation in the Program

4.1 Affiliate must provide true and complete information to the Company at all times including but not limited to, identity, contact information, payment instructions, nationality, residency, location and nature of marketing activities, and any other information that the Company may request from time to time.
4.2 Approved Marketing Materials. Without our prior written approval, you will only use our approved banners and will not alter their appearance. The appearance and syntax of the hypertext transfer link are designed and designated by us and constitute the only authorized and permitted representation of our site (collectively the "Marketing Materials"). Affiliate will not modify the Marketing Materials without Company's prior written consent. AFFILIATE WILL BE SOLELY RESPONSIBLE FOR THE CONTENT AND MANNER OF ITS MARKETING ACTIVITIES. ALL MARKETING ACTIVITIES MUST BE PROFESSIONAL, PROPER AND LAWFUL UNDER APPLICABLE RULES OR LAWS.
4.3 An Affiliate and its website may not be engaged, directly or indirectly, in conduct that Company, at its sole discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of the Site or detrimental to other users of the Site, including without limitation, directly or indirectly: (a) Operation of an illegal business, site or subscription email list; (b) Engaging in any illegal activity of any type, including but not limited to displaying illegal content on the Affiliate's website or in the Affiliate's subscription emails or offering any illegal good or service through the Affiliate's web Site or subscription emails; (c) Operation of a website that contains or promotes content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, or link to a website that does so; (d) Engaging in indiscriminate or unsolicited commercial advertising emails; (e) Placing links to the Site in unsolicited email, spam, banner networks, counters, guest books, IRC channels or through similar Internet resources; (f) Causing or enabling any transactions to be made that are not in good faith, including among others by means of any device, program, robot, hidden frames and redirects, and "bogus" traffic (in each case without derogating from other remedies Company may have in law, equity or otherwise); (f) Establishing or causing to be established, without the prior written consent of an authorized officer of Company, any promotion that provides any rewards, points or compensation for and any other activity that Company deems at its sole discretion to be of similar nature, or that allows third parties to place links to the Site; or (g) Diluting, blurring or tarnishing the value of Trademarks.
4.4 AFFILIATE MAY NOT ACTIVELY TARGET MARKETING TO ANY PERSONS WHO ARE LESS THAN 18 YEARS OF AGE, REGARDLESS OF THE AGE OF MAJORITY IN THE LOCATION WEHRE AFFILIATE IS MARKETING.

5. No Competitive Marketing
It is hereby clarified that you shall not be entitled to market to potential Players (i) on any Internet site on which we promote the Site; (ii) on any Internet search engine on which we promote the Website; (iii) in any other manner which results in your competing with us in relation to the promotion of the Website, including but not limited to the promotion of the Website through other Affiliates; and (iv) any other online software, application, or other platform enabling online gaming similar to and/or competitive with the Company Games. In the event that you are in breach of the foregoing provisions, we reserve the right to render the Tracking URLs assigned to you inoperative and you shall have no claims against #siteurl#, its owner or their directors, officers, shareholders or employees in respect of such action taken by us.

6. Links; Trademarks and Logos; Data
Subject to the terms of this Agreement, Affiliate may display a link on Affiliate's website, which website has been confirmed by Company as included in the Program, to the homepage of the Site (but no other page). Company grants to Affiliate, a nonexclusive, non-transferable, non-sublicensable license to display on such Affiliate's website the Company Mark for the sole purpose of providing a link from such Affiliate's site to the Site. No framing of any webpage of the Site is permitted. 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. The Trademarks are registered and unregistered trademarks of Company or others. Except as explicitly permitted in this Section, nothing in this Agreement or on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark. All Players shall be considered as customers of Company only and an Affiliate may not contact a Player without receiving the Company written approval for such contact. If in the Company's opinion you either try to or do make contact with a Player without the Company's written approval, the Company shall be entitled to immediately terminate this Agreement and to withhold all commissions owed to you at such time. Further, if following your receipt of Company 's written approval for your contacting or corresponding with a Player, Company deems that such contact or correspondence is against the best interests of Company, Company shall have the right both to revoke the approval previously granted and to terminate this Agreement and to withhold all commissions owing to you at such time. Affiliate further agrees that Company will access information from or about visitors to Affiliate's website, and may use such information for any purpose.

7. LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR DATA, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, COMPANY'S SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), AND INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OR MALFUNCTION OF ANY SOFTWARE, HARDWARE, COMMUNICATION TECHNOLOGY OR OTHER SYSTEM. COMPANY' LIABILITY, AND THE LIABILITY OF COMPANY' SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO AFFILIATE OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF THE FEES PAID BY COMPANY TO AFFILIATE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.

8. NO WARRANTIES; INDEMNIFICATION
THE FOLLOWING DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PROGRAM, THE SITE, LINKS IN THE SITE, OR THE SITE BEING ACCESSIBLE OR FREE OF ERRORS, VIRUSES OR SECURITY THREATS.
Affiliate agrees to indemnify, defend and hold harmless Company and its subsidiaries, directors, officers, employees and suppliers from and against any and all liability, claims, costs, expenses, injuries and losses, including reasonable attorneys' fees and costs, arising directly or indirectly in connection with Affiliate's operations or website or out of any disputes between Affiliate and any other party relating to this Agreement, the Site or to services provided by Company.

9. 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 OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS AFFILIATION PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

10. Miscellaneous
Company and Affiliate are independent contractors, and nothing this Agreement creates any partnership, joint venture or agency relationship between them, grants to Affiliate authority to make any representation on Company' behalf or make public any information regarding Company, or prohibits Company' from operating websites that are similar to or compete with Affiliate's website. This Agreement comprises the entire agreement between Affiliate and Company, supersedes all prior oral and written agreements pertaining to this Agreement's subject matter, and applies in addition to any other term or condition of the Site (such as Company Privacy Policy), unless expressly provided otherwise in this Agreement. Company may modify any of the terms of this Agreement (including without limitation the terms of the referral fees) at any time(s) and in its sole discretion, upon posting notice on the Site. Affiliate's sole remedy if such modification is not acceptable to it, is to terminate this Agreement. Company may terminate this Agreement at any time, with or without cause, by giving the other party a seven day prior written notice by email (or by posting a notice on the Site by Company if Company terminates this Agreement with all of its Affiliates), except if Affiliate violated any of the terms of this Agreement, in which case termination will be effective immediately. Affiliate may terminate this Agreement at any time, with or without cause, by giving the Company a six (6) months prior written notice (such written notice may be provided by facsimile or email). Upon termination of this Agreement for any reason, Affiliate will immediately cease use of, and remove from Affiliate's website, all links to the Site, sections 4, 5 and 6 of this Agreement shall survive such termination and the enforceability of the terms and conditions of this Agreement as they related to acts and omissions during the period before such termination shall survive such termination. This Agreement shall be governed by the laws of the State of Israel without giving effect to its conflict of law principles. Affiliate agrees to submit to the exclusive jurisdiction and venue of the courts in Tel Aviv, Israel for any dispute arising from or relating to this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. A party's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are used solely for convenience and may not be used in the interpretation of this Agreement. Company may assign this Agreement to any party at any time.