This Affiliate Agreement ("Agreement") contains the terms and conditions between Affiliated Web Attractions ("AWA", also referred to by the words "we", "us" and "our") and you that apply to your application to participate and to any subsequent participation as an affiliate of AWA ("Affiliate") in AWA’s Affiliate program (the "Affiliate Program" or “United Partner Program”). If you are accepted as an Affiliate, this Agreement will describe the terms that govern the establishment of links from your Web site that you identify in your Affiliate Application (your "Site") to any of AWA’s online properties and brands accessed at www.affiliatedweb.com (the "AWA Online Properties"). By clicking below and by submitting your Affiliate Application, you are confirming that you have read this Agreement, that it is a legally binding document, and that you agree to be bound by the terms and conditions contained in this Agreement. PLEASE BE SURE TO PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

1. How to Become an Affiliate. To begin the enrollment process for our Affiliate Program, you will need to review the terms of this Agreement and indicate your acceptance of these terms by checking the "I Agree" box at the bottom of the Partner Registration page. (If you do not check the "I Agree" box, you will not be considered for participation in the Affiliate Program.). Once you complete and submit an application, we will evaluate it and notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that your Site is unsuitable for our Affiliate Program for any reason, including, but not limited to, business criteria that we may establish, or your inclusion in your Site of content or links to content that we believe to be discriminatory, illegal, offensive, or infringing of third party intellectual property rights.

2. Tagging Players. When you select different Promotional Opportunities to promote, you will be presented with unique URLs or encoded links incorporating your PID, along with complete instructions as to how to use, distribute or display them. When properly implemented, the accounts of players who register with an AWA property through those URLs or links will be tagged as belonging to your partner account. It is your responsibility to implement the links correctly and to verify that they are functioning as intended (we provide instructions for testing). We accept no responsibility for tracking mis-tagged or un-tagged players.

3. Tracking Player Activity. The Program's tracking system will record every wager, game outcome and financial transaction made through player accounts that have been tagged with your PID.

4. Payment Methods. Payments will be made by your choice of

• NETELLER
• moneybookers
• Cheque by air mail
• Visa Credits
• Electronic Transfer to bank in US
• Electronic Transfer to bank outside US

Each of these methods has a minimum payment amount. If at the time of payment the amount owed to you is less than the minimum, it will be added to the balance of the next payment period. Through your secure partner account, you can configure payment methods and check the status of your account at any time.

5. Payment Schedule. Each week we process player activity tracking data for the previous week to determine the revenue generated for that period by those players tagged to your partner account. Your expected earnings will be calculated and listed as "pending" in your account balance while our operators perform post-processing procedures. Post processing, which includes game data analysis, financial verification and fraud screening, takes about a week.

At the end of that time, your earnings for the payment period will be adjusted if necessary (for example, if we have to reverse credits to a winning player because of fraud, your earnings would go up), and your payment is released. Thus, while payments are made every week, there is about a week's delay between the end of the period and the release of payment for that period. After you've been generating revenue for a couple of weeks, your regular weekly payments should start to arrive at your location.

6. Negative Balance Carried Forward. Your earnings are calculated on the aggregate revenue generated by all your tagged player accounts. When these combined player accounts lose more than they win over a weekly period, you will earn a profit. If your players win more than they lose, the gaming property is losing money. Naturally, you won't have to pay any of those losses, those are covered by the AWA properties. However, the amount of the loss is a "negative balance" that is carried forward to the next weekly period. Your combined player account activities from the next period will have to make up that negative balance before you start earning profits again.

7. Adjustments for Processing Fees. AWA properties provide a wide variety of deposit methods to players. Some of these (such as credit cards) involve processing fees that must be absorbed by the gaming property. AWA adjusts player wagers by .5% to compensate for these fees. Since the gaming property is not receiving these funds as revenue, partner commissions are adjusted to compensate for these fees as well. Based on player or market changes, AWA reserves the right to modify this fee at any time.

8. Adjustments for Fraud. AWA properties use the most sophisticated fraud prevention and detection systems in the world. We work hard to prevent fraud from occurring in the first place, but it does happen. When it is detected, we will adjust the combined player account balance for the next period by the amount of the fraud. Sometimes this works in your favor, as when we stop payment to a "winning" player who turns out to be underage or using a stolen card. Then the aggregate losses increase and your profits are bigger. On the other hand, it may reduce your profits when fraud stems from unauthorized credit card use. Again, you don't have to pay any of the loss that we face, but it does affect the balance on which future earnings are calculated.

9. Email Correspondence. Our automated systems require a valid email address for important notifications and other correspondence necessary for the management of your partner account. You agree to receive periodic email correspondence from us, and we agree to protect the privacy of your information and to only use your email address for legitimate Partner Program messages and correspondence. We will not give your email address to any third party.

10. Long-term Relationship. We look forward to a long and prosperous relationship with all of our partners. Nominally, you will enjoy a share of the revenue from players you attract for one full year from the date of each player's registration. However, you can easily extend that in perpetuity by continuing to actively promote our gaming properties. As long as you are bringing in new real-money players in good faith, we will keep renewing your existing player base indefinitely.

11. IMPORTANT: Good Web Manners. As an AWA Licensee, you will exercise good Web manners in your promotion of AWA properties and programs. This means that you will not engage in any unsavory, intrusive, deceitful, deceptive, pernicious, obnoxious or socially irresponsible practices. You will respect the privacy, integrity and intelligence of your audience and you will not treat them in any way you would not want to be treated. Failure to promote within the bounds of good manners will result in the immediate and irrevocable termination of your partner account with forfeiture of all payments and earnings, as well as possible civil and criminal actions against you. The following are just some of the pernicious practices we prohibit:

12. Partners as Players Under Their Partner Account. The Partner Program is to reward affiliate partners for advertising AWA properties and recruiting new real money players. It has not been created to give partners a discount on their own wagers. Therefore, if an AWA Licensee is the only active player on his partner account or represents a significant or majority portion of the total partner earnings during any calendar month, management reserves the right to withhold player and partner payments.

13. Inactive Accounts. Any Partner Account that remains inactive for a period of 1 year or longer will be closed and any balances shall be forfeited. Inactive is defined as no partner earnings from qualified players.

14. Your Site and the AWA online properties (websites). You will not use any other graphic or link to identify or refer to AWA online properties or to link to said Sites other than Links provided by us via the UPP Interface. You further agree that your Site will not, in any way, copy or resemble the look and feel of the AWA online properties and that you will not do anything to create the impression that your Site is (or is a part of) any AWA online properties. Specifically, you agree that you will not frame AWA online properties in any manner. You also hereby agree that your Site will not contain any content of our AWA online properties or any materials which are proprietary to us, except 1) with our prior permission or 2) the materials that are obtained via the UPP Interface and used by you in accordance with the terms of this Agreement and any associated instructions.

15. Domain Names. You further hereby agree that your domain name does not and will not contain any of the following words: Everestpoker.com, Everestpoker.net, Everest Poker, Everestcasino.com, Everestcasino.net, Everest Casino, or any variation or misspelling thereof, or any country domain extension, or any other Everest Brand Trademark (as defined in the " Licenses and Use of the Everest Brand Logos and Trademarks" section of this Agreement) or any variation or misspelling thereof (collectively, "Prohibited Domain Names"). If AWA determines, in its sole discretion, that you are using (whether for purposes of the Affiliate Program or not) or own a Prohibited Domain Name in violation of the above restrictions, you agree, that upon demand by AWA, you will immediately transfer ownership of such Prohibited Domain Name to AWA. In addition to seeking transfer of a Prohibited Domain Name, AWA may also pursue any and all remedies available to it at law or in equity, including but not limited to the remedies set forth in the "KEYWORDS INVOLVING EVEREST BRAND TRADEMARK "EVEREST POKER", "EVEREST CASINO" AND VARIATIONS THEREOF" subsection of this Agreement.

16. KEYWORDS INVOLVING EVEREST BRANDS TRADEMARK "EVEREST POKER", "EVEREST CASINO" AND VARIATIONS THEREOF. You shall not purchase search engine keywords that use any Everest Brand Trademark, including but not limited to "Everest Poker", "Everest Casino" and/or certain variations or misspellings thereof. You shall not purchase or register keywords, AdWords, search terms or other identifying terms that include the word "Everest" or certain variations or misspellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Without limiting the generality of the foregoing, this policy prohibits you from bidding on:

• AWA's trademark, "Everest", and any keyword string that includes this term. For example, "Everestpoker.com", "Everest", "Everest Casino gaming", "Everest poker tips", etc.;
  
  
• Variations or misspellings of AWA's trademark: for example "everest-poker", "Everest-Poker.com", www.Everest-poker.com", "www.Everest_Poker.com", "www.everstpoker.com".

In addition to the foregoing, direct linking to any Everest Brand Sites from a search engine listing/ad based upon a keyword, AdWord, search term or other identifying terms not including an AWA Trademark is prohibited. By way of example, and without limiting the generality of the foregoing, you may not bid on a search term such as "poker" and have the link from the search engine direct the visitor directly to an Everest Brand Site without first visibly landing on your Site. In addition, your display URL shall not be "www.everestpoker.com".

You are further prohibited from using the term "official site" in your ad or otherwise presenting your site as an official site.

If AWA determines, in its sole discretion, that you have purchased or attempted to make any purchase in violation of the above restrictions, then AWA may (without limiting any other remedies available to it) pursue any or all of the following actions:

• Withhold all compensation otherwise payable to you;
  
  
• Contact the search engine in which your ad was found to ask that these ads be removed immediately and permanently;
  
  
• Terminate this Agreement as provided in the section titled "Termination", and remove you from the Affiliate Program permanently.

17. Licenses and Use of the AWA and Everest Brands Logos and Trademarks

1. We grant you a non-exclusive, non-transferable, revocable right to (i) access AWA online properties through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links provided by us to you via the UPP Interface, to display our logos, trade names, trademarks, and similar identifying material relating to us (collectively, the "AWA Trademarks"), for the sole purpose of directing visitors of your Site to the AWA online properties as provided in this Agreement. You may not modify the AWA Trademarks in any way. We may terminate your right to use the AWA Trademarks for any reason at any time in our sole and absolute discretion.
   
   
2. You shall not make any specific use of any AWA Trademarks for purposes other than directing visitors to your Site or to the AWA online properties as provided in this Agreement, without first submitting a sample of such to us and obtaining our prior written consent which we may withhold in our sole and absolute discretion. You agree not to use the AWA Trademarks in any manner that is disparaging or that otherwise portrays us in a negative light. You shall not sublicense any of the AWA Trademarks. You acknowledge that we (or certain related corporations or other entities) retain all right, title and interest in the AWA Trademarks, and you agree that you will not at any time dispute or contest, directly or indirectly, such exclusive right and title to the AWA Trademarks or the validity thereof. You agree that you do not acquire any rights in the AWA Trademarks, and acknowledge that they are licensed AS IS without warranty of any kind. You further agree that you will comply with all federal, state and local laws and regulations in connection with your use of the AWA Trademarks. Your use of the AWA Trademarks shall include the appropriate trademark, copyright or other legal symbol or notice of our right to the AWA Trademarks and our interest therein. We reserve all of our rights in the AWA Trademarks and of our other proprietary rights. This license will terminate automatically upon the termination of this Agreement, and you will immediately discontinue all uses of the AWA Trademarks.
   
   
3. You grant to us a non-exclusive license to utilize your names, titles, and logos (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to advertise, market, promote, or publicize our rights, your Site or your Affiliate Trademarks in any way. This license shall terminate upon the effective date of the termination of this Agreement.

18. Compliance with Applicable Law. AWA is accessible worldwide on the World Wide Web. It is the sole responsibility of the partner to thoroughly research any and all applicable law and only utilize AWA's offerings in the manner and to the extent allowed by applicable law in partner's jurisdiction. If AWA offerings are in conflict with applicable law, partner should not utilize AWA offerings in any manner whatsoever. AWA accepts no liability or responsibility of any nature whatsoever for any claims arising out of partner's use of the program in contravention with applicable law.

19. Disclaimer of Liability. AWA accepts no liability or responsibility of any nature whatsoever for any claims arising out of partner's actions, including but not limited to: advertising via techniques known as "spam", posting or distributing deceptive information aimed to mislead existing or prospective customers, using materials copyrighted or owned by a third party, or any other unlawful actions undertaken by partner.

20. Translations. In any discrepancies between translated versions of this Agreement, the meaning of the English language version shall prevail.

21. Termination. To maintain our integrity and safeguard the rights of Internet users and the online player community, we reserve the right to terminate any partner's account for misrepresentation, fraudulent or abusive activity, SPAM, or violation of the spirit of this program. AWA Management's determinations and decisions in this matter are final and binding on all parties.

22. Modifications. AWA reserves the right to modify or amend this Agreement at any time. If it is amended or modified, you will be notified by email through the email address we have on record for you at the time of the notification. Please keep your email address up to date and make sure it is accurate.