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Affiliate Agreement

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Please read and understand the agreement below before signing up as a Casino San Fran Affiliate.

MARKETING AGREEMENT

THIS MARKETING AGREEMENT (the "Agreement") is entered into by and between GFB International Ltd., its affiliates and wholly owned subsidiaries ("GFB"), a company with offices located in the Cook Islands, and the Marketer.

RECITALS

A. GFB is in the business of producing, marketing and promoting online casino Services.

B. Marketer desires to market and promote the Service. This Service will be advertised, marketed and promoted under the name "Casino San Fran" or "Casino San Fran Online Casino".

C. Marketer desires to obtain from GFB and GFB agrees to grant Marketer the non-exclusive right and license to advertise, market and promote the Service, in accordance with the following terms and conditions.

DEFINITIONS

1. Site. Shall be defined as the website at http://www.casinosanfran.com and its related pages, plus the downloadable GFB casino software application and all of its included files.

2. Player(s). A person that enters the Site via links from the Marketer's Link Source Location.

3. Link Source Location(s). Shall mean the web page location or URL tat which the Marketer will place ads or text links to the Site.

4. Banners and Links. Shall mean online graphics or text at the Marketer's Link Source Location that describe the Site and permit a person to click on those graphics or text to hyperlink to the Site.

5. Purchase(s). Shall mean funds purchased at Site by Players.

6. Withdrawal(s). Shall mean funds withdrawn at Site by Players.

7. Net Revenue. Shall mean the sum of Purchases, when actually received by GFB, less Withdrawals, adjusted for credit-card chargebacks, to be shared between GFB and Marketer in accordance with this Agreement. Net Revenue shall be determined on a monthly basis on the last day of each month, as calculated by GFB in good faith and fairness.

8. Spam. Shall mean emails that are sent by Marketer, directly or indirectly, which 1). Contains false or misleading statements; 2). Do not truthfully identify the sender or the originating mail's IP Address; and/or 3). Do not contain a substantial and well-maintained Remove option.

9. Fraudulent Activity. Shall mean Purchases and/or Withdrawals initiated by Players that cause damage or the loss of revenue to GFB. Such Fraudulent Activity includes but is not limited to Spam by Marketer, false advertising by Marketer, unauthorized use of GFB's copyrights or trademarks by Marketer, and Marketer -made Purchases or Withdrawals that are not in good faith, as determined by GFB using reasonable discretion.

TERMS AND CONDITIONS

1. Marketing Rights and Restrictions

1.1 GFB grants to Marketer the non-exclusive, non-transferable right to advertise, market and promote the Service, in accordance with the terms and conditions hereof.

1.2 All other rights and licenses not expressly granted to Marketer herein are reserved by GFB.

1.3 Marketer acknowledges that GFB will not allow people residing in the United States, Switzerland, or St. Kitts and Nevis, or any place where gambling is expressly prohibited by law to place a wager through the use of the Services contemplated herein.

2. Obligations of GFB.

2.1 GFB will provide access to casino style games on its Site. GFB will provide all financial and accounting services necessary to support its Site in accordance with standard and commercially reasonable practices and procedures. The choice of content for the Service, and the choice of persons retained to deliver the Service's, shall be determined by GFB in its sole discretion.

2.2 GFB will provide software on its Site to register referred customers and to record which Marketer referred them. GFB reserves the right to refuse Players according to the Player Eligibility Requirements posted on the Site. GFB's software will track the Purchases and Withdrawals of every Player. GFB will provide a monthly report to Marketer listing the number of new referrals and the total amount of Net Revenue generated by all Players referred by Marketer during that month.

2.3 GFB may, at its sole discretion, with or without notice, use any available means to block or restrict certain Purchases so as to reduce the number of fraudulent, uncollectible or unprofitable purchases, including but not limited to daily or monthly purchase limits, address verification, and negative and positive credit card databases.

2.4 GFB may, at its sole discretion, develop and implement promotional programs involving bonuses of additional chips and other items to Players.

2.5 GFB shall retain the right to provide the Service in what ever form GFB deems appropriate. GFB shall retain the right to change any part of the Service at anytime, without notice to Marketer, in whatever manner GFB deems appropriate. GFB shall retain the right to cancel any part of the Service at any time, without notice to Marketer, in whatever manner GFB deems appropriate.

2.6 Notwithstanding anything in this Agreement, GFB shall not be held responsible or liable for any loss of income or loss of ability to produce income, on the part of the Marketer, arising from any inability of GFB to deliver the Services contemplated in this Agreement for any reason whatsoever, whether GFB is at fault or whether a third party is at fault.

3. Obligations of Marketer.

3.1 Marketer shall not become a Player, directly or indirectly, for purposes of generating or affecting Net Revenue, except as necessary to test the Site.

3.2 Transport, Billing and Collection. Marketer accepts "AS IS" the Site and the entire underlying system, network, administration, content, billing, collection, prize payments, etc., including modifications thereof. Marketer shall not be entitled to any modification thereof, unless otherwise agreed in writing by GFB. GFB agrees to use good faith efforts to have the Site in an operational manner at all times, but GFB shall not have any obligation to provide redundant components or alternatives sites.

3.3 Marketing Limits. Marketer shall not benefit from known or reasonably suspected Fraudulent Activity. GFB reserves the right to withhold Marketing Fees if GFB has reasonable cause to believe that Fraudulent Activity has been caused with Marketer's knowledge. If it is determined that marketer acted fraudulently, GFB shall be entitled to retain all amounts due to Marketer under this Agreement.

3.4 Monthly Minimums. Marketer shall endeavor to generate at least $50.00 per month of Net Revenue by referred Players.

3.5 Marketing Activities. Marketer shall, at its sole cost and expense, implement an advertising plan to direct Players to the Site. Marketer shall use best commercially reasonable efforts to actively and effectively advertise, market and promote the Service as widely and aggressively as possible so as to maximize the financial benefit to Marketer and to GFB. Marketer shall only engage in advertising, marketing and promotional efforts which do not violate any law and which reflect positively upon the business reputation of GFB. In particular, Marketer agrees to market the product in a manner that is consistent with the content and style of the Service. In connection therewith, GFB 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 Marketer in connection with the Service. Approval may be withheld if GFB determines, in its sole discretion, that any such activities would tend to reduce the value of, or would impair GFB's goodwill and business reputation, or would expose GFB to legal liability.

3.6 Liability. Notwithstanding any approval by GFB given in accordance with sections 3.1 or 3.5 of this Agreement, GFB shall under no circumstances be held liable for, and Marketer shall indemnify, defend and hold GFB harmless against, any and all claims asserted against GFB by reason of Marketer's marketing and promotional efforts undertaken hereunder.

3.7 Expenses. Marketer shall bear all costs and expenses incurred in connection with its advertising, marketing and promotion of the Service.

3.8 Honesty. Marketer must provide true and complete information to GFB upon sign-up and at all times thereafter, including but not limited to, Marketer's identity, payment instructions, tax ID, location of Banners and Links.

4. Compensation.

4.1 As used herein, "Marketer Percentage" shall mean the percentage paid to Marketer of the actual Net Revenue received from the approved Players that the Marketer has referred to the Site. The actual Marketer Percentage shall be determined by the total amount of Net Revenue generated during the calendar month by all Players referred by that Marketer. The Marketer Percentage will be determined according to the following schedule:

Total Referred Net Revenues (In US$)

Marketer Percentage

$0 - $10,000

20%

$10,001 - $30,000

30%

$30,001 - $50,000

40%

$50,001 or Greater

50%

4.2 The fee paid to the Marketer each month shall equal the total Net Revenue generated during the calendar month by all Players referred by that Marketer, multiplied by the Marketer Percentage.

4.3 GFB shall pay Marketer monthly for the preceding calendar month, as long as the total fees earned by Marketer in that month exceed US$35. Amounts less than US$35 shall be carried forward until the next month. Payment for the preceding month shall be made prior to the 20th day of each month. Payment shall be made by bank draft or wire transfer as selected by Marketer (wire fee is $35.00 per wire and will be deducted from amounts due and payable). Deposit of amount tendered shall be deemed full and final acceptance thereof. GFB payments will be due and paid in United States dollars.

4.4 GFB shall hold back 10% of each month's payment due to Marketer (the "Hold Back Amount"). The Hold Back Amount shall be retained by GFB for a period of 90 days. If the chargebacks pertaining to the sales made by Marketer for any given month are less than 10% of the Marketer Percentage, then GFB shall pay the difference to Marketer with the next monthly installment after the 90 day hold back period. If the chargebacks pertaining to the sales made by Marketer for any given month are greater than 10% of the gross sales on which commissions are paid to Marketer, then GFB shall adjust the payment due to Marketer accordingly.

4.5 All payments due to Marketer by GFB shall be made on or before the twentieth (20) day of each month for the immediately preceding calendar month and shall be accompanied by a written statement which specifies the gross revenues received by GFB with respect to the Marketer customers, the number of Marketer Customers wagering and the calculation of the monies being paid to Marketer. Additionally, statements may be adjusted by GFB from time-to-time to reflect overpayments, consumer chargebacks and/or, credits or underpayments by GFB.

5. Term and Termination.

5.1 This Agreement shall commence and be deemed effective on the date when accepted by an authorized representative of the Marketer (the "Effective Date"). This Agreement shall be deemed to be accepted by the Marketer when the Marketer hits the submit button on the Affiliate Sign-Up page on the Site. This Agreement is in effect for a period of one (1) year (the "Term") and shall continue thereafter on a month-to-month basis.

5.2 After the initial one-year term, GFB shall have the right to terminate this contract if the total amount of Purchases made by Marketer's referred Players falls below US$50.00 in a calendar month. Marketer may terminate this agreement without cause at any time. Upon termination of this Agreement, GFB shall retain the rights to and all income generated by Marketers referred Players.

5.3 Notice of termination by either party must be sent in writing, at least thirty (30) days prior to the effective date of the termination.

5.4 If GFB terminates the operation of the site and the Services, or transfers ownership of the Site to another party, then GFB may terminate this agreement on the same termination or transfer date, provided that adequate notice is given to Marketer.

5.5 To the extent possible or unless otherwise agreed, GFB will pay Marketer for all Net Revenue generated by Marketer's referred Players up until the effective date of termination. Payments will be made according to the schedule defined in Section 4.3 of this agreement. After termination of this agreement Marketer shall be entitled to no future payments from Players that continue to play at the Site.

6. Information Ownership. Customers using GFB's facilities and all information relating to these customers shall remain the property of GFB at all times during the operation of this contract and after termination.

7. Exclusivity, Non-Competition and Ownership of Service Name.

7.1 Marketer agrees, understands and acknowledges that GFB may enter into Agreements of this type with third parties to promote the Service or a similar version thereof.

7.2 Marketer has not paid consideration for the use of GFB's or GFB licensors' trademarks, logos, copyrights, tradenames, the Service name referred to in Recital B, or designations, and nothing contained in this agreement shall give Marketer any right, title or interest in or to any of them. Marketer shall not at any time during or after this agreement, assert or claim any interest in or to, or do anything which may adversely affect the validity or enforceability of, any trademark, tradename, copyright, servicemark or logo belonging or licensed to GFB or Radiate Software Sarl (including any act or assistance to any act which may infringe or lead to the infringement of any copyright in the "Software").

8. Eligibility

8.1 Marketer is an independent person or business entity, and is not an employee of GFB. Employees of GFB are not eligible to participate in this program.

8.2 Marketer must be at least 18 years of age.

8.3 Individuals or organizations who are licensees of the Radiate Internet Casino software from Radiate Software Sarl are not eligible to be Marketers under this agreement.

9. Confidentiality and Non-Disclosure.

9.1 Marketer and GFB each agrees that:

- during the course of this Agreement, each may have access to and become acquainted with Confidential Information of the other.

- it shall not misuse, misappropriate or disclose any such Confidential Information, directly or indirectly, to any third party or use any such Confidential Information in any way, either during the Term of this Agreement or at any time thereafter.

- the sale or unauthorized use or disclosure of any such Confidential Information obtained by the other during the Term of this Agreement shall constitute unfair competition and shall cause the party owning the Confidential Information to suffer great and irreparable harm.

- except as otherwise provided in this Agreement, all such Confidential Information is and will remain the sole and exclusive property of the disclosing party.

The terms of this Section shall survive the expiration or termination of this Agreement.

9.2 For purposes of this section 9, "Confidential Information" means (a) discoveries, concepts and ideas, whether patentable or not; (b) business or technical information, including but not limited to product or Service plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development, and know-how; (c) any information designated as "confidential", "proprietary", or "secret" or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential, proprietary or secret.

9.3 The obligations of section 9.1 shall not apply to the extent that any Confidential Information (a) becomes generally available to the public through no fault of the party to whom it was disclosed; (b) is or has been disclosed to such party directly or indirectly by a person under no obligation of non-disclosure to the disclosing party; or (c) is required to be disclosed under any laws, rules, regulations or governmental orders provided, however, that the party to whom it was disclosed shall have the burden of proving any of the foregoing exceptions by conclusive relevant evidence

9.4 Notwithstanding anything to the contrary contained herein, the parties agree that the financial terms and conditions of this Agreement are to remain strictly confidential, and that neither party will disclose such financial terms and conditions to any third party without the prior written consent of the other party. This section shall not apply to disclosures which are required by law (such as GFB reporting requirements), by order of a court with competent jurisdiction, or to each party's respective attorneys, accountants, and business advisors under a similar duty of confidentiality.

10. Representations, Warranties and Indemnity.

10.1 Marketer warrants, represents and covenants to GFB that: (a) Marketer has the full legal right, power and authority to enter into and perform this Agreement, and to grant to GFB the rights set forth in this Agreement; and (b) Marketer will obtain all necessary rights, licenses, permissions, business permits, and will comply with end-users.

10.2 Marketer agrees to indemnify and hold GFB harmless, and further agrees to defend GFB through the service of an attorney chosen and approved by GFB, from and against any and all claims, liabilities, causes of action, damages, judgments, costs and expenses (including reasonable attorney's fees) arising out of or in any way connected with any breach or alleged breach by Marketer of any representation, warranty or agreement contained in this section 10, or elsewhere in this Agreement.

10.3 GFB does not warrant that Site's computer system or network will be error free or uninterrupted. GFB makes no warranties, express or implied, with respect to the legality, quality, merchantability, intellectual property, fitness for particular purpose or suitability of the Site's system, network, services, products or billing arrangements as provided by GFB or its underlying third party suppliers. The obligations of GFB under this Agreement do not constitute personal obligations of the directors, officers or shareholders of GFB. Any liability arising under this Agreement shall be satisfied solely from the revenues generated hereunder. GFB's liability is limited to direct damages, and in no event shall GFB be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether GFB has been advised of the possibility of such loss).

10.4 In no event shall GFB be liable to the Marketer, Marketer's customers or any other third party claim for any indirect, special, or consequential damages, including lost profits, whether based upon a claim or action of contract, warranty, negligence, or other tort or breach of any statutory duty, indemnity or contribution, or otherwise arising out of this agreement, or the use and promotion of the Service, and/or any other Service, even if, in any such case, GFB has been advised of the possibility of such damages.

10.5 Marketer agrees to indemnify and hold harmless, and further agrees to defend GFB through the service of an attorney chosen and approved by GFB, from and against any and all claims, liabilities, causes of action, damages, judgements, costs and expenses asserted by or on behalf of Marketer's customers or any other third party claim.

11. No Representation or Guarantee Regarding Profits or Income Marketer agrees, understands and acknowledges that the GFB, its parent company, its sub entities, its agents, its officers, its directors, its shareholders, and/or accountants have made no representation of any nature whatsoever to Marketer and/or "Marketer's agents, servants and/or employees regarding profits, income, or money which Marketer may obtain or generate from the Service and/or from entering into this "Agreement" and/or from marketing and/or promoting any version of this Service, and/or form any other matter relating to this "Agreement" and/or to the subject matter of this "Agreement". Any expression by GFB in this regard is an expression of opinion only and Marketer agrees understands and acknowledges that they have not been induced to, and/or persuaded thereby to, enter into this "Agreement" and that Marketer has entered in to the Agreement of their own free will and choice, without any force or duress, and only after thorough, complete, full, and thoughtful investigation and after obtaining independent advice and counsel from their accountant, their attorney, and their financial advisors.

12. Assignment. This Agreement and rights and duties hereunder may not be assigned or transferred, either in whole or in any part by Marketer without the express prior written consent of GFB, which consent shall not be unreasonably withheld.

13. Binding Effect. This Agreement and the provisions hereof shall be binding upon and inure to the benefit of the subsidiaries, affiliates, officers, directors, employees, agents, families, heirs, beneficiaries, executors, administrators, personal representatives, successors-in-interest and assigns of the respective parties hereto, and any entity which acquires either of the respective parties hereto.

14. Severability. If it is determined by a court of competent jurisdiction that any provision contained in this Agreement is illegal or unenforceable, such determination shall solely affect such illegal or unenforceable provision and shall not affect the validity or enforceability of the remaining provisions of this Agreement.

15. Further Acts. Each party agrees to perform such further acts and to execute and deliver to the other party any and all further documents which are required to carry out the purpose and intent of this Agreement or any of the provisions contained herein.

16. Notices. Except as otherwise provided herein, all notices, payments, or any other communications delivery, or by mail, certified or registered, postage prepaid, return receipt requested, sent to the other party to this Agreement to whom it is given at the address set forth below, or such other address as either party to this Agreement may direct by notice given in accordance with the provisions of this Section. All notices shall be deemed effective upon three (3) days following delivery through electronic mail (email) as follows: to GFB at [email protected]; and, to Marketer at address provided at sign-up. Each party shall notify the other of any changes of email within three (3) days of such change.

17. Relationship of the Parties. This Agreement does not create a partnership or joint venture between the parties hereto and neither party shall have the power or authority to obligate or bind the other in any manner whatsoever.

18. Entire Agreement. This Agreement supersedes all prior negotiations, understandings and agreements between the parties hereto concerning the subject matter hereof. This Agreement may not be changed nor modified, nor may any provision hereof be waived, except in a writing signed by the parties hereto.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Cook Islands.

20. Survival of Rights. Notwithstanding anything to the contrary contained in this Agreement, any obligations which remain executory after expiration of this Agreement shall remain in full force and effect until discharged by performance and such rights as pertain thereto shall remain in full force and effect until their expiration.

21. Headings. The headings used in connection with the paragraphs and subparagraphs of this Agreement are inserted only for purposes of reference. Such headings shall be not deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.

 

Copyright © 1999 GFB International Ltd.

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