It is mandatory that each applicant reads these terms before applying to the Zodiac Bingo affiliate program and that these conditions are adhered to throughout the duration of their membership.

The following are our complete terms and conditions to apply as a member of the Zodiac Bingo affiliate program. Please read this agreement in its entirety.

By submitting the application form or linking to Zodiac Bingo you are deemed to have agreed to be bound to the terms and conditions set out in this agreement.

1. Definitions

1.1 "Partner Program" means the advertising revenue program operated by Intercontinental Casinos Ltd for Zodiac Bingo.

1.1a "Site" means one or more of the Casino or Bingo websites included in this Partner Program and their related pages.

1.2 "Player(s)" means a person that enters the Site via your Tracker(s) and deposits a certain amount of money.

1.3 "Tracker(s)" means the unique tracking URL that we provide exclusively to you, during the term of this Agreement, through which we track your efforts and calculate your Advertising Revenue.

1.4 "Banners and Text Links" means the graphical artwork or text that will be directed to our Site's home pages through your Tracker, to permit a Player to hyperlink from your website to our Site.

1.5 "Deposit(s)" means funds transferred by Players to their Site account.

1.6 "Redeem(s)" means any and all funds withdrawn or cashed-out by Players from their Site account plus amount pending on the players account plus any Deposits reversed (or credits given) by us, in our sole discretion, to negate fraud, error, Player non satisfaction or through charge-backs.

1.7 "Net Revenue" will mean the sum of Deposits less Redeems generated on your Tracker(s) based solely on our log files.

1.8 "Advertising Revenue" is the percentage of Net Revenue due and payable to you, at the end of each calendar month, based solely on our system's data. The Advertising Revenue will be an agreed percentage of the "Net Revenue" according to the amount of wagers made by players you send within 1 month of activity (see chapter 4).

1.9 "Spam" means emails and messages that are sent by you, directly or indirectly, which: 1), contain false or misleading statements; 2), do not truthfully identify the source or the originating IP Address; or 3), do not contain an online and real time Remove option.

1.10 "Fraud Traffic" means Deposits or traffic generated at the Site through illegal means or in bad faith to defraud the system, regardless of whether or not it actually causes us harm. Fraud Traffic includes but is not limited to Spam, false advertising and unauthorized use of any third party copyrights or trademarks.

1.11"Restricted Jurisdictions" presently the territories of the United States of America, Antigua and Barbuda, Cyprus and Bulgaria, as amended from time to time at our sole discretion.

2. Our Rights and Obligations

2.1 Register your players
We will register your players and will track their play. We reserve the right to refuse customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish.

2.2 Track players
We will track players play and will provide you with remote online access to reports of customer activity and the Advertising Revenue generated.

2.3 Pay a marketing Fee
We will pay you Advertising Revenue (defined above) we earn from players directed from your site after they open an account with us and based on Deposits they make for real money.

2.4 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 site which we will notify you of. Modifications may include, for example, changes in the scope of available Advertising Revenue, fee schedules, and Partner 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 SITE (WHICH WE WILL NOTIFY YOU OF) WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

3. Your Rights and Obligations

3.1 Linking to our Sites
By agreeing to participate in this affiliation Program, you agree to create links from your site to our Sites. You may link to us with one of our banners or with a text link. With our written permission, you may link directly to our downloadable .exe file. These are the only methods by which you may advertise on our behalf. We will terminate this agreement immediately if there is any form of spamming or if you advertise our casino or bingo games in any other unauthorized way. 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.

3.2 Agency Appointment
By this Agreement, we grant you the non-exclusive right to direct customers to our sites 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 referrals, and we obviously 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 Advertising Revenue or other compensation on business secured by or through persons or entities other than you.

3.3 Approved Layouts
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. You may only use banners from our authorized banner farms.

3.4 Good Faith
You will not benefit from known or suspected traffic not generated in good faith whether or not it actually causes us damage. 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. Even if you have not knowingly generated such traffic, we reserve the right to withhold Advertising Revenue with respect to such traffic.

3.5 Responsibility for Your Site
You will be solely responsible for ensuring that materials posted on your site 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 site.

3.6 License to use Marks
We hereby grant to you a non-exclusive, non-transferable license, during the term of this Agreement, to use Zodiac Bingo's intellectual-property marks solely in connection with the display of the banners on your site. 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 licensors' rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

3.7 You shall not yourself, nor shall you authorize, assist or encourage any third party to attempt advertising, promoting or marketing Zodiac Bingo Banners and Text Links within Restricted Jurisdictions.

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4. Fees

4.1 Charge-backs
A charge-back is defined as un-collectable CC transaction from the CC companies as a result of customer non payment or fraudulent credit card use. Fifty percent of all charged back amounts will be deducted from your payment or the reserved funds. Charge back fees will be paid to CC companies and will be administered by ICC.

4.2 Fee Payment
We will pay you Advertising Revenue on a monthly basis, by the seventh of each month, but not less than $50 per payment. If you fail to achieve the amount of $50 Advertising Revenue on a certain month, the earned amount will be forwarded to the next calendar month. All payments will be due and paid in United States dollars. If the account is in a negative position (e.g. because customer winnings have exceeded customer losses) the negative position will be zeroed at the start of the following month(s). Advertising Revenue will be based upon our good faith calculation based on our statistics. Only one claim for payment may be made in each calendar month. If more than one is made, only the first claim will be considered - any subsequent claims will be carried forward to the next calendar month.

5. Term and Termination

5.1 The term of this Agreement will begin when you create a unique link to our site and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. 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 all of our banners/icons from your site and disable the link from your site to ours.

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

If you have failed to fulfill your obligations and responsibilities, we will not pay you the Advertising Revenue otherwise owing to you on termination.

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

If we continue to permit play from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.

5.3 Confidential Information
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE. Unsuitable sites include those that: are aimed at children, display child pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, violate intellectual property rights.

5.4 Commercial Use Only.
This Marketing opportunity is for commercial use only, and you, your family members, friends, associates may not make Deposits, directly or indirectly, through your Tracker for your own personal use or to fraudulently increase the Advertising Revenue payables to you. If you wish to make test transactions to evaluate the system, including Deposits, please contact affiliates@zodiacbingo.com so we can refund the charges once you have completed your testing. Transactions made in violation of this provision will be deemed Fraud Traffic and we will deduct such Deposits or traffic from your Advertising Revenue.

6. Indemnity

You shall defend, indemnify, and hold ICC, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, 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 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 Partner Program.

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7. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program, Sites or marketing 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.

8. 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 ICC's behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this paragraph.

9. 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 Partner 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 Program will not exceed the total Advertising Revenue 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. Any liability arising under this Agreement shall be satisfied solely from the marketing fee generated and is limited to direct damages.

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

11. Miscellaneous

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

11.2 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. None of our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement.

11.3 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.

11.4 Waiver
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. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective. IN WITNESS WHEREOF, you expressly agree to the terms and conditions of this Agreement by downloading our banner and creating a link from your site to ours.

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