The Terms and Conditions as setforth herein govern participation in the GameBonus Affiliate Program (hereinafter, either the "GameBonus Affiliate Program" or the "Program"), offered by GameBonus.com., its subsidiary corporations, affiliate corporations and successors (collectively referred to as "GameBonus").

You agree to read the terms of this Agreement carefully before registering as an Affiliate. By clicking on the "SUBMIT" button submitting an application (as described below) and participating in the Program, you acknowledge that you have read and agree to abide by the terms of this Agreement. If you do not agree to the terms, you may not participate in the Program as an Affiliate.

ABOUT PROGRAM
The GameBonus Affiliate Program enables users to add links and/or promotional features to their web sites for which they will be eligible for compensation in accordance with, and subject to, these Terms and Conditions. GameBonus reserves the right, in its sole discretion, to alter the Program at any time for any reason or for no reason at all.

ELIGIBILITY
By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that he or she is at least 18 years of age on the effective date of the Agreement and can lawfully participate in the Program in the jurisdiction(s) where Affiliate is located. No Affiliate may participate in the Program where doing so would be prohibited by law or regulations having the force of law applicable to Affiliate.

REGISTRATION
To register as an Affiliate, you must complete and submit a registration application via the page on the Company Web Site to which you will be linked after indicating your acceptance of the terms and conditions of this Agreement. The Company will evaluate your application and, upon acceptance, enroll you in the Program. The Company reserves the right, in its sole discretion, to reject your application or terminate your enrollment in the Program for any reason. The Company generally will reject or terminate Affiliates that operate sites containing pornographic or adult-themed material, get rich quick schemes, products or services involving deceptive marketing practices, hate messages or any other content which fails to maintain Company’s high standards, good image and reputation, or which Company believes to be obscene or indecent or otherwise objectionable.

Content of Affiliates Web Site(s).
By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that his/her web site(s) does not and will not contain, display, promote or include obscene, indecent, violent, discriminatory, illegal, pornographic, or adult content, including, but not limited to, text, graphics and images. By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that his/her web site(s) contains and displays content (including, but not limited to, text, graphics and images) in addition to the links, promotional materials, and branding made available pursuant to the Program.

By accepting these Terms and Conditions, Affiliate represents and warrants: (i) that all information submitted by Affiliate in registering for the Program is true, accurate, current, and complete; and (ii) that Affiliate shall maintain and update information submitted in registering for the Program in order to keep it true, accurate, current and complete at all times. If any information that Affiliate submits in the registration process is untrue, inaccurate, not current or incomplete, GameBonus shall have the right to terminate Affiliate's participation in the Program.

-Participation by Nonresident Aliens and Other Foreign Persons. If you are a nonresident alien or other foreign person (such as a foreign corporation), you will be entitled to participate in the Program only if the commissions you derive from participation in the Program are not effectively connected with the conduct of a trade or business in the United States.
-Modification and Amendment of Terms and Conditions. GameBonus reserves the right, in its sole discretion, to change, modify, add or remove all or part of these Terms and Conditions. GameBonus will notify Affiliate of any modifications or amendments to these Terms and Conditions.

OBLIGATIONS
Affiliate acknowledges and agrees that he or she shall be solely responsible for Affiliate's web site(s) and all content, products, services, and/or links displayed on or made available through or in connection with such web site(s).

Affiliate agrees that he or she will only use the links, promotional materials, and branding made available through the Program in the precise manner and mode by which such links, promotional materials, and branding are made available pursuant to the Program. Affiliate further agrees that he or she will only use such links, promotional materials, and branding for the purpose of establishing links to GameBonus., referring users to the services made available on the GameBonus web site, and promoting GameBonus.com. Affiliate further agrees that he or she will only use the links, promotional materials, and branding made available pursuant to the Program as additions to the content displayed on his/her web site(s) and that such links, promotional materials, and branding shall not be the sole content on his/her web site(s).

PROHIBITED CONDUCT
Affiliate represents and warrants as follows:
• Affiliate will not alter the links, promotional materials, and branding made available pursuant to the Program and will only use such links, promotional materials, and branding in the exact shape, colors, design, and configuration in which such items are made available pursuant to the Program.
• Affiliate will display all links, promotional materials, and branding made available pursuant to the Program alone, with reasonable spacing between each side of such item and other graphic or textual elements.
• Affiliate will not use any links, promotional materials, and branding of GameBonus other than those made available through the Program.
• Affiliate will not claim or hold itself out as claiming any sponsorship by, endorsement by, or affiliation with GameBonus or its parent corporation, subsidiary corporations, successors, and assigns.
• Affiliate will not use the word "GameBonus" or any variation thereof in its domain name.
• Affiliate will not use any computer program, robot, or other device which causes GameBonus to record a click through where no such click through has occurred.
• Affiliate will not violate or encourage any third party or entity to violate any law or regulation having the force of law, including, but not limited to, laws prohibiting the sale of certain goods and services, laws prohibiting the export of certain goods or services, and laws prohibiting the obscenity.
• Affiliate will not defame, impersonate or invade the privacy of any third party or entity or encourage any third party or entity to do the same.
• Affiliate will not engage in any conduct that infringes the rights of any third party, including, but not limited to, the intellectual property, business, contractual, or fiduciary rights of others or encourage any third party or entity to do the same.
• Affiliate will not place links, promotional materials or branding made available through this Program on a web site(s) that violates or encourages others to violate any applicable law or regulation having the force of law, or that includes offensive or hate content, or that promotes discrimination based on race, sex, religion, sexual orientation, nationality, disability, or age.
• Affiliate will ensure that its web site(s) will not inhibit a user's ability to return to the GameBonus Site.
Audit. GameBonus shall make available to Affiliate subscription activity reports from which the number of GameBonus membership subscriptions made by visitors to Affiliate.

AFFILIATE'S AUTHORITY
Affiliate represents and warrants as follows:
• that Affiliate has full power and authority under all applicable laws and regulations having the force of law to accept and by bound by these Terms and Conditions;
• that Affiliate has full power and authority under all applicable laws and regulations having the force of law to promote GameBonus by displaying the links, promotional materials, and branding offered through the Program, including but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials, and branding;
• that Affiliate has full power and authority under all applicable laws and regulations having the force of law to receive compensation in accordance with these Terms and Conditions for displaying the links, promotional materials, and branding offered through the Program, including but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials, and branding; and
• that Affiliate has full power and authority under all applicable laws and regulations having the force of law to copy and display the materials (including but not limited to text, graphics and images) used or displayed at Affiliate's web site(s), including but not limited to holding all necessary licenses with respect to materials owned by third parties.

PROPRIETARY RIGHTS
License. Affiliate is hereby granted a non-exclusive, non-transferable license to copy onto and display from Affiliate's web site(s) the links, promotional materials, and branding made available through the Program in accordance with, and subject to, these Terms and Conditions during such time as Affiliate is eligible to participate, and is, in fact, participating, in the Program. Except as expressly stated herein, Affiliate shall not make any other use of GameBonus.

INTELLECTUAL PROPERTY
Affiliate acknowledges and agrees that the content available through the Program, including, but not limited to, links, promotional materials, and branding, and the content and Services available through GameBonus.com are protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in above.
-Unauthorized Access Affiliate shall not attempt directly or indirectly to gain unauthorized access to any servers controlled, in whole or in part, by GameBonus or any other third party that may provide services in connection with the Program.
Notifications of Claimed Infringement by Affiliate. Affiliate agrees to assume sole responsibility for compliance by Affiliate and Affiliate's web site(s) with all applicable intellectual property laws and all other laws. In the event that GameBonus should receive any notification of claimed infringement by Affiliate, Affiliate agrees to cooperate with GameBonus in expeditiously responding to such notification and resolving any claim of infringement.

COMMISSION
GameBonus shall compensate each Affiliate in accordance with GameBonus' then current commission schedule for each click through resulting in a GameBonus registration and/or deposit by a visitor to Affiliate
If you are a United States citizen or resident or other non-foreign person, participation in the Program and payment of commissions is conditioned upon your satisfactory completion of Internal Revenue Service Form W-9 and any other tax forms that GameBonus, in its sole discretion, determines to be necessary or appropriate.
If you are a nonresident alien of the United States or other foreign person (such as a foreign corporation), participation in the Program and payment of commissions is conditioned upon your satisfactory completion of a Certification Form, the form of which shall be determined by GameBonus, by which you certify that commissions you derive from participation in the Program are not effectively connected with the conduct of a trade or business in the United States. If your commissions become effectively connected with the conduct of a trade or business in the United States, you will immediately become ineligible for participation in the Program and must notify GameBonus of this change in status within 30 days of the change. If no date of change is given in the notice, the change will be deemed to have occurred 30 days prior to receipt by GameBonus of the notice.
Nonresident aliens participating in the Program who become a United States citizen or resident will immediately become ineligible for participation in the Program and must notify GameBonus of their change in status within 30 days of the change. If no date of change is given in the notice, the change will be deemed to have occurred 30 days prior to receipt by GameBonus of the notice. A former nonresident alien will thereafter become entitled to re-enter the Program upon satisfactory completion of Internal Revenue Service Form W-9 and any other tax forms that GameBonus, in its sole discretion, determines to be necessary or appropriate.
It is each Affiliate's (and not GameBonus') obligation to ensure that the Affiliate obtains, completes in full and provides GameBonus with the necessary and appropriate Internal Revenue Service or other tax forms so that GameBonus may pay such Affiliate any commissions due Affiliate. GameBonus shall not make any commission payments to an Affiliate unless and until the Affiliate provides GameBonus with the necessary and appropriate Internal Revenue Service or other tax forms. GameBonus may ask you to provide the W-9.

IN ORDER FOR AFFILIATE TO BE ENTITLED TO AND PAID ANY COMMISSIONS FOR ACTIVITIES IN A CALENDAR YEAR, GAMEBONUS MAY REQUIRE FROM AFFILIATE THE NECESSARY TAX FORMS WITHIN THIRTY (30) DAYS FOLLOWING THE END OF THE CALENDAR YEAR IN WHICH SUCH COMMISSIONS WERE EARNED. IF GAMEBONUS DOES NOT RECEIVE THE NECESSARY TAX FORMS BY THE AFOREMENTIONED DEADLINE, AFFILIATE WILL NO LONGER BE ENTITLED TO RECEIVE ANY COMMISSIONS FOR SUCH CALENDAR YEAR.
Payments to Affiliate shall be sent to the address provided on the tax forms submitted by Affiliate to GameBonus.

PAYMENT SCHEDULE.
Commissions shall be paid to Affiliate as requested by Affiliate on Affiliate site; provided that Affiliate earns the right to receive at least $25 in commissions per request. GameBonus reserves the right to deduct from Affiliate's next monthly commission payment any and all commissions corresponding to any cancelled and refunded GameBonus membership. Where no subsequent commission is due and owing, GameBonus will send Affiliate a bill for the balance of such refunded membership.
FORFEIT
Any Affiliate who violates these Terms and Conditions will immediately forfeit any right to accrued commissions.
TERMINATION
Affiliate's participation in the Program is terminable at any time and for any reason or for no reason at all, in GameBonus' sole discretion. Without limitation, Affiliate's participation in the Program shall be deemed automatically terminated immediately upon Affiliate's change in taxpayer status pursuant to Section 6.1 or upon Affiliate's violation of these Terms and Conditions or of any applicable law or regulation having the force of law. In addition, without limitation, Affiliate's participation in the Program may be terminated where GameBonus, in its sole discretion determines: (1) that any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s) are obscene, indecent, vulgar, offensive, dangerous, or are otherwise deemed inappropriate by GameBonus, in its sole discretion; (2) that Affiliate or Affiliate's web site(s) is or has become the subject of a government complaint or investigation; or (3) that Affiliate or Affiliate's web site(s) threatens to violate either the letter of these Terms and Conditions or the spirit behind them.

GameBonus shall provide notice of termination pursuant to Section 15.0 governing notices. Where Affiliate's participation in the Program is terminated automatically as described above, no notice of termination need be provided for such termination to be effective.

Upon termination, Affiliate shall immediately cease and desist from exercising any rights conferred by these Terms and Conditions, including, without limitation, from making any use of the links, promotional materials, and branding made available through the Program. Upon termination, Affiliate may not register for any subsequent participation in the Program or rejoin the Program, without the prior, written consent of GameBonus.
A ffiliate expressly waives any statutory or other legal protection in conflict with the provisions of this Section.

Social Security Number or Taxpayer Identification Number.
Any Affiliate who is a United States citizen or resident or other non-foreign person acknowledges that Affiliate's United States social security number or taxpayer identification number will be provided on any Internal Revenue Service Forms 1099 or any other tax forms required to be furnished to Affiliate and provided to the Internal Revenue Service to reflect commissions earned pursuant to the Program.

PASSWORD
Affiliate shall receive a password to access Affiliate's account. Affiliate is entirely responsible for any and all activities which occur under Affiliate's password. Affiliate agrees to keep its password confidential, to allow no other person or company to use its password, and to notify GameBonus promptly if Affiliate has any reason to believe that the security of its account has been violated.

Affiliate acknowledges and agrees that the technical processing of Affiliate's registration information is and may be required: (a) for the Program to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Program; or (d) to conform to other, similar technical requirements. Affiliate also acknowledges and agrees that GameBonus may access Affiliate's account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Program; provided, however, that nothing in this Section shall impose such a duty on GameBonus.

PRIVACY POLICY
Except as expressly provided in these Terms and Conditions, information submitted by Affiliate in connection with the Program shall be governed by the GameBonus Privacy Policy.

INDEMNITY
Affiliate agrees to indemnify and hold harmless GameBonus, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including, without limitation, penalties, interest, reasonable attorneys' fees and costs claimed, demanded, or incurred in connection with any claim or demand, made by any third party due to or arising directly or indirectly out of Affiliate's conduct, Affiliate's web site(s), Affiliate's participation in the Program, any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s), any claim that GameBonus is obligated to pay tax obligations in connection with compensation paid to Affiliate pursuant to the Program, any alleged violation of these Terms and Conditions, any alleged violation of any applicable law or regulation, or any alleged violation of any rights of another, including but not limited to Affiliate's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Affiliate's web site(s). GameBonus reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate, but doing so shall not excuse Affiliate's indemnity obligations. GameBonus shall have the right to participate in the defense of all claims pursuant to this Section.

TAX OBLIGATIONS
Affiliate shall be solely responsible for all tax obligations due to all taxing authorities arising from or in connection with Affiliate's participation in the Program, including, without limitation, foreign taxes, United States federal, state, and local withholding taxes, FICA, FUTA, Social Security, Medicare, SUI, and any other such taxes and deductions ("Taxes") with respect to any earnings or payments made hereunder, whether or not GameBonus legally is required to deduct said Taxes from the payments due to Affiliate hereunder. Affiliate understands and agrees that GameBonus shall not be responsible for withholding any Taxes from any payments due to Affiliate. Affiliate agrees to indemnify and reimburse GameBonus from any claim for assessment of Taxes by any foreign, United States federal, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operation of this Section.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE PROGRAM, INCLUDING ALL SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM, ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, GameBonus DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PROGRAM, INCLUDING THE SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH PARTICIPATION IN THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL GAMEBONUS BE LIABLE TO AFFILIATE ON ACCOUNT OF AFFILIATE'S PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, INABILITY TO PARTICIPATE IN THE PROGRAM, OR FOR THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE PROGRAM. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF GameBonus HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, FROM INABILITY TO PARTICIPATE IN THE PROGRAM, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PROGRAM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PROGRAM OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, GAMEBONUS.COM. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

EXPORT CONTROL
Any text, designs, or other materials (collectively, "Materials") available through the Site may be subject to United States export controls. No such Materials from this site may be downloaded or otherwise exported or re-exported (1) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, Sudan, Syria, North Korea, or any other country to which the United States has embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals. By using or downloading any Materials from the Site, you are warranting that you are not located in, under the control of, or a national or resident of any such country or on any Restricted List.

RELEASE
Affiliate hereby agrees to release GameBonus and its parents, subsidiaries, affiliates, officers, directors, shareholders, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that Affiliate may have against them arising out of or in any way related to such disputes and/or to the Program. Affiliate hereby agrees to waive all laws that may limit the efficacy of such releases.

NO RESALE, ASSIGNMENT, OR SUBLICENSING
Affiliate agrees not to resell, assign, sublicense, or otherwise transfer its rights or obligations under the Terms and Conditions without the prior express written authorization of GameBonus.

NO LIABILITY
Under no circumstances shall GameBonus be liable for any delay or failure in performance under these Terms and Conditions resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet and/or computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of nature, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

NOTICES
Notices or communications pursuant to these Terms and Conditions shall be sent by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the following addresses: (a) to GameBonus, such notices shall be addressed to affiliates@GameBonus.com, (b) to Affiliate, such notices shall be addressed to the electronic or mailing address specified at initial registration, or (c) such other address as either party may give the other by notice as provided above.

ENTIRE AGREEMENT
These Terms and Conditions constitute the entire agreement between the parties and supersedes all previous proposals, both oral and written, between the parties.

CHOICE OF LAW AND FORUM
These Terms and Conditions shall be governed by and construed in accordance with, and all legal issues arising from or related to Affiliate's participation in the Program shall be determined by, the laws of the State of New York without regard to that state's conflict of law provisions. The state and federal courts of New York shall be the exclusive forum and venue to resolve any and all disputes arising out of or relating to these Terms and Conditions or to Affiliate's participation in the Program. Affiliate and GameBonus consent to personal jurisdiction and venue in the appropriate state court in County of New York, State of New York or the United States District Court for the District of New York.

LIMITATION OF ACTIONS
Affiliate agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to participation in the Program or to these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

CONSTRUCTIONS
All headings in these Terms and Conditions are for convenience only and shall have no legal or contractual effect. Whenever the context permits, the use of a particular gender shall include the masculine, feminine and neuter genders, and any reference to the singular or the plural shall be interchangeable with the other.

RELATIONSHIP OF PARTIES
GameBonus and Affiliate are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other. Under these Terms and Conditions, Affiliate is contracting solely to provide advertising services for GameBonus in accordance with these Terms and Conditions.

These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

Last Updated: July, 2003.