WinBonanza, (a company incorporated under the laws of United Kingdom), trading in part as Oxygen Online Marketing Ltd ("THE COMPANY") is in the business of producing, marketing, and promoting online bingo services (the "Service"), which are accessed on the Internet through the use of a personal computer, modem and/or direct Internet access.

The Referral Company or person ("Referral Company") desires to obtain from THE COMPANY, and THE COMPANY agrees to grant the Referral Company, the non-exclusive right and license to advertise, market and promote the Service. THE COMPANY shall reimburse the Referral Company for these promotional services, in accordance with the following terms and conditions:

1. Grant of Promotion and Distribution License
   1.1. THE COMPANY grants the Referral Company the non-exclusive, non-transferable right and license to advertise, market and promote the Service ("Promotion Rights"), in accordance with the terms and conditions hereof. All other rights and licenses not expressly granted to the Referral Company herein are reserved by THE COMPANY.
   
   
2. Rights and Obligations of THE COMPANY
   2.1. THE COMPANY shall retain the right to provide the Service in any form THE COMPANY deems appropriate; and retains the right to change any part of the Service, at any time and in any manner THE COMPANY deems appropriate, without prior notice to the Referral Company. However, any strategic change of policy towards Referral such as cancel any part of the Service at any time, shall be made with prior notice to the Referral Company.
   
   2.2. THE COMPANY shall retain the right to cancel any part of the Service at any time and in any manner THE COMPANY deems appropriate. However, should THE COMPANY want to cancel any part of the Service, and /or any Promotional Rights, because of any failure or breach of these Terms and Conditions on behalf of the Referral Company, THE COMPANY shall give the Referral Company notice of this fact in order to give the Referral Company the possibility to correct the matter and overcome the failure. Cancellation shall be effective seven (7) days after notice of default to the Referral Company if the default has not been cured within such seven-day period.
   
   2.3. Notwithstanding the terms of these Terms and Conditions, THE COMPANY shall not be held responsible or liable for any loss of income, or loss of the ability to produce income, incurred by the Referral Company; even if such losses should arise from the inability of THE COMPANY to deliver the Services stipulated in these Terms and Conditions for any reason whatsoever, whether THE COMPANY is at fault or whether a third party is at fault.
   
   
3. Obligations of The Referral Company
   3.1. The Referral Company shall use its best efforts to actively and effectively advertise market and promote the Service as widely as possible so as to maximize the benefit to the Referral Company and to THE COMPANY.
   
   3.2. The Referral Company shall only engage in advertising, marketing and promotional efforts which do not violate any law, and which reflect positively upon the business reputation of THE COMPANY. In particular, the Referral Company agrees to market the Service in a manner that is consistent with the content and style of the Service. In connection therewith, THE COMPANY shall have the right to review and approve (approval shall not be unreasonably withheld) the manner and methods of advertising, marketing and promotion used by the Referral Company in connection with the Service.
   
   3.3. Approval of the manner and methods of advertising, marketing and promotion as referred to in clause 3.2 may be withheld if THE COMPANY determines, in its sole discretion, that the activities of the Referral Company would tend to impair or reduce the value of THE COMPANY goodwill and business reputation, or would expose THE COMPANY to legal liability.
   
   3.4. Notwithstanding the approval by THE COMPANY given in accordance with section 3.2 of these Terms and Conditions, THE COMPANY shall under no circumstances be held liable for--and the Referral Company shall indemnify, defend and hold THE COMPANY harmless against--any and all claims asserted against THE COMPANY by reason of the Referral Company's marketing and promotional efforts. The Referral Company shall bear all costs and expenses incurred in connection with the advertising, marketing and promotion of the Service; including without limitation, all costs directly related to marketing.
   
   
4. Compensation
   4.1. As used herein, the Referral Company's percentage ("Referral Percentage") shall be defined as the compensation paid to the Referral Company, based on the percentage of actual Net Revenue received from customers (the "Users"), who utilize the Service after being referred to the Service by the Referral Company. Our standard affiliate offering is 30% net revenue.
   
   Based on players monthly Net Revenue as defined in clause 4.2.
   
   4.2. "Net Revenue" shall be calculated as being Net Revenue = (Cash) Wagers - Wins - Pushes (excludes bonus wagering).
   
   4.3. THE COMPANY shall pay the Referral Company the Referral Percentage monthly in arrears each month for services rendered during the preceding calendar month. Payment shall be initiated by the 15th day of the calendar month following the calendar month in which the Referral Percentage accrued by making the funds available by Cheque, NETeller, Wire Transfer (minimum account balance for Wire Tranfers is £50).
   
   4.4. THE COMPANY shall have the right to withhold any and all payments to the Referral Company if the Referral Company is in breach of this these Terms and Conditions.
   
   4.5. THE COMPANY shall pay only where players have completed such wagering and purchasing requirements as may be specified on THE COMPANY's affiliate website.
   
   
5. Term of Duration and Cancellation
   5.1. THE COMPANY has the right to cancel the Promotion Rights with immediate effect if with the Referral Company is in material breach of these Terms and Conditions. Such breach includes, but is not limited to, situations when the Referral Company engages in advertising, marketing, distribution and promotional efforts that would impair THE COMPANY goodwill and business reputation, or would, in the opinion of THE COMPANY, expose THE COMPANY to legal liability.
   
   5.2. Upon the cancellation of the Promotion Rights, the Referral Company shall immediately return to THE COMPANY any and all materials, over which THE COMPANY has a proprietary right, that are in the Referral Company's possession and/or in the possession of the Referral Company's agents, servants and employees. The Referral Company shall also immediately remove any hyperlinks and materials, over which THE COMPANY has a proprietary right, from the Referral Company's web site and/or the web sites of the Referral Company's agents.
   
   5.3. If the Promotion Rights are cancelled, and the Referral Company is not in default of these Terms and Conditions, the Referral Company shall have the right to continue to receive a Referral Percentage on referred Users who continues to utilize the Service after being referred to the Service by the Referral Company during one month after the day of the cancellation.
   
   5.4. Users that utilize THE COMPANY facilities and services and all information relating to such Users shall remain the property of THE COMPANY at all times.
   
   
6. Statement
   6.1. Payments to the Referral Company under clause 4.2 above shall be accompanied by a written statement that specifies the calculation of the sum to be paid to the Referral Company. In addition, statements may be adjusted by THE COMPANY from time to time to reflect overpayments and/or credits or underpayments to consumers by THE COMPANY.
   
   
7. Exclusivity, Non-Competition and Ownership of the Service
   7.1. The Referral Company agrees, understands and acknowledges that THE COMPANY may enter into Agreements of this type with third parties to promote the Service or a similar version thereof.
   
   7.2. The Referral Company has not paid consideration for the use of the trademarks, logos, copyrights, trade names, or designations belonging to THE COMPANY, and nothing contained in these Terms and Conditions shall give the Referral Company any right, title or interest in or to any of them.
   
   7.3. The Referral Company acknowledges that THE COMPANY own and retain all copyrights and other proprietary rights, as well as any software supplied by THE COMPANY, in all of the foregoing. The Referral Company shall not assert any claim or interest in or to any trademark, trade name, copyright, servicemark or logo belonging or licensed to THE COMPANY, or do anything to adversely affect their validity or enforceability. This includes any act or assistance to any act that may infringe, or lead to the infringement of, any software copyright.
   
   7.4. Without limiting the generality of the foregoing terms, the Referral Company shall not itself attempt, or assist any third party in attempting, to register any domain name, trademark, trade name or other proprietary right with any governmental agency (federal, provincial, local or otherwise) or with any other entity or authority, without the express, unequivocal and unambiguous prior written consent of THE COMPANY. The Referral Company shall not attach any additional trademarks, logos or trade designations to the Software; and shall ensure that none of the trademarks (or any variations thereof) appear in any portion of the Referral Company's name, or any name under which the Referral Company conducts business. The Referral Company shall not affix a trademark, logo or trade name of THE COMPANY to any non-THE COMPANY product. The Referral Company shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by THE COMPANY.
   
   
8. Confidentiality and Non-Disclosure
   8.1. The Referral Company and THE COMPANY each agree that each may have access to, and become acquainted with, Confidential Information of the other. The Referral Company and THE COMPANY each specifically agree not to misuse, misappropriate or disclose any such Confidential Information, directly or indirectly, to any third party.
   
   
9. Representations, Warranties and Indemnity
   9.1. The Referral Company warrants, represents and covenants to THE COMPANY that that it has all necessary rights, licenses, permissions and business permits; and will comply with all applicable laws, rules and regulations in connection with promoting the Service to Users.
   
   9.2. The Referral Company agrees to indemnify and render THE COMPANY harmless against claims, liabilities, causes of action, damages, judgments, costs and expenses arising out of, or in any way connected with, any breach or alleged breach by the Referral Company of any representation, warranty or agreement contained in this Section 9, or elsewhere in these Terms and Conditions.
   
   
10. Disclaimer
    10.1 THE COMPANY make no express or implied warranties or representations with respect to the affiliate programme or affiliate 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 site will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.
    
    
11. Governing Law
    This Agreement shall be governed by and construed in accordance with the English Law.