1. Grant of Promotion and Distribution License

1.1. Five Stars Poker Club 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 Club.

2. Obligations of the Club

2.1. Five Stars Poker Club shall retain the right to provide the Service and operate its Affiliate Program in any form the Club deems appropriate; and retains the right to change any part of the Service, at any time and in any manner the Club deems appropriate, and make alterations to its Affiliate Program without prior notice to the Referral Company. However, any strategic change of policy towards the Referral Company, such as the cancellation of any part of the Service at any time, shall be made with prior notice to the Referral Company.

2.2. Five Stars Poker Club shall retain the right to cancel any part of the Service or alter and/or close its Affiliate Program at any time and in any manner the Club deems appropriate. However, should the Club wish to cancel any Promotion Rights because of any failure or breach of these Terms and Conditions on behalf of the Referral Company, the Club shall give the Referral Company notice of this fact in order to give the Referral Company the opportunity to make desired modifications. Cancellation shall be effective five (5) days after notice of cancellation to the Referral Company unless the desired modifications have been made and/or other terms have been agreed upon within this five-day period.

2.3. Notwithstanding the terms of these Terms and Conditions, the Club 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 Club to deliver the Service and/or operate its Affiliate Program as stipulated in these Terms and Conditions for any reason whatsoever, whether the Club 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 and, optionally, the Club's Affiliate Program as widely as possible so as to maximize the benefit to the Referral Company and to the Five Stars Poker Club.

3.2. The Referral Company shall engage only in advertising, marketing and promotional efforts which do not violate any law, and which reflect positively upon the business reputation of the Club. In particular, the Referral Company agrees to market the Service and, optionally, the Club's Affiliate Program in a manner that is consistent with the content and style of the Service. In connection therewith, Five Stars Poker Club shall have the right to review and approve the manner and methods of advertising, marketing and promotion used by the Referral Company in connection with the Service and the Club's Affiliate Program. Approval shall not be unreasonably withheld.

3.3. Approval may be withheld if the Club determines, in its sole discretion, that the activities of the Referral Company would tend to impair or reduce the value of the goodwill and business reputation of the Club and/or would expose Five Stars Poker Club to legal liability.

3.4. Notwithstanding the approval by Five Stars Poker Club given in accordance with section 3.2 of these Terms and Conditions, the Club shall under no circumstances be held liable for--and the Referral Company shall indemnify, defend and hold the Club harmless against--any and all claims asserted against Five Stars Poker Club 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 and/or the Club's Affiliate Program; including without limitation, all costs directly related to marketing.

4. Compensation

4.1. As used herein, the Referral Company's compensation ("Referral Percentage") shall be defined as the compensation due to the Referral Company, based on (1) a percentage of actual monthly gross revenue ("Revenue share ") generated by the customers ("Users"), who have been identified as having utilized the Service as a result of having first been referred to the Service by the Referral Company and (2) a percentage of the Revenue share-based commission earned by each Five Stars Poker Club Affiliate Program participant, who has been identified as having been first referred to join the Five Stars Poker Club Affiliate Program by the Referral Company.

The Referral Company who refers others to join the the Club's Affiliate Program shall be defined as the "Parent Partner". Each referred program participant shall be defined as a "Sub-Partner" of the "Parent Partner". The Club's Affiliate Program allows the Referral Company, in the capacity of acting as a "Parent Partner", to earn compensation based on a percentage of the commission earned by each Sub-Partner on no more than five (5) "Sub-Levels" (wherein Sub-Partners on "Sub-Level 1" are those directly referred to the affiliate program through the links on the Parent Partner's web site and Sub-Partners on "Sub-Level 2" are those referred to the affiliate program through a link on a web site belonging to a Sub-Partner on Sub-Level 1 and so forth.)

The actual Referral Percentage shall be equal to:

(1) 30% of gross monthly revenue ("Revenue share") up to € 100,000 generated by Users who utilize the Service after first having been referred to the Service by the Referral Company. The actual percentage on any and all gross revenue in excess of € 100,000/month (received from Users who utilize the Service after having first been referred to the Service by the Referral Company) shall be subject to a separate agreement between the parties, plus

(2) 10%-1% of the monthly Revenue share-based commission sums earned by the Referral Company's Sub-Partners on Sub-Levels 1-5. The actual percentages for each Sub-Level applied in the calculation of the Referral Percentage payable to the Referral Company are specified in the table below:

Sub-Level	Applied Percentage
1	10%
2	8%
3	5%
4	2.5%
5	1%

4.2. Boss Casinos shall, upon the request of the Referral Company, pay the Referral Company each month for services rendered during and/or before the preceding calendar month. Payments that have been requested and approved shall be made prior to the 20th day of each month by making the funds payable to the Referral Company. If the total payable amount of compensation to the Referral Company in any given month is less than € 50.00, the amount shall be made payable a succeeding month, when the accumulated amount is greater than or equal to € 50.00

4.3. "Revenue share" shall mean the sum total of all New Members' contributions to "rakes" the New Members were involved in while playing at the Club's poker room, less any credits, bonus or promotional amounts given to New Members, processing charges, chargebacks or any uncollectable revenue attributable to the New Members. A New Member's contribution to a "rake" shall be determined by multiplying the quotient obtained when dividing the actual amount to a hand contributed by the New Member by the total bet of each hand, by the total "rake" of the hand in question.

4.4. Five Stars Poker Club shall have the right to withhold any and all payments to the Referral Company if the Referral Company is in breach of these Terms and Conditions.

5. Term of Duration and Cancellation

5.1. Five Stars Poker Club has the right to cancel Promotion Rights with immediate effect if 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 goodwill and business reputation of the Club or would expose the Club to legal liability.

5.2. Upon the cancellation of Promotion Rights, the Referral Company shall immediately return to the Club any and all materials, over which the Club 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 Five Stars Poker Club 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 Promotion Rights are canceled, 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 as defined in Section 4.1 for one month after the day Promotion Rights are cancelled.

5.4. Users that utilize the facilities and services of the Five Stars Poker Club, and all information relating to such Users, shall remain the property of the Club at all times.

6. Account Statements

6.1. All payments due to the Referral Company shall be made on or before the twentieth (20th) day of each month, and will reflect payment for services rendered during and/or before the preceding month. Payment shall be accompanied by a written statement that specifies the calculation of the sum to be paid to the Referral Company based on the terms defined in Section 4.1. In addition, statements may be adjusted by the Club from time to time to reflect overpayments, customer chargebacks and/or credits or underpayments to customers by the Club.

6.2. The Referral Company shall have the ability to monitor the Referral Percentage and payments in real time on a secure web site through the use of an online monitoring system.

7. Exclusivity, Non-Competition and Ownership of Servicename

7.1. The Referral Company agrees, understands and acknowledges that Five Stars Poker Club 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 for the use of the trademarks, logos, copyrights, trade names or designations belonging to the Club, and nothing contained in these Terms and Conditions shall give the Referral Company any right to, title to or interest in any of them.

7.3. The Referral Company acknowledges that Five Stars Poker Club owns and retains all copyrights and other proprietary rights, as well as any software supplied by the Club, in all of the foregoing. The Referral Company shall not assert any claim or interest in any trademark, trade name, copyright, service mark or logo belonging or licensed to Five Stars Poker Club, or do anything to adversely affect their validity or enforceability. This includes any act or assistance in any act that may infringe upon, 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 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 Five Stars Poker Club. 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 Club to any non-Club product. The Referral Company shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by Five Stars Poker Club.

8. Confidentiality and Non-Disclosure

The Referral Company and Five Stars Poker Club each agree that each may have access to, and become acquainted with, confidential information of the other. The Referral Company and the Club 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 Five Stars Poker Club 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 and/or the Club's Affiliate Program to Users and others.

9.2. The Referral Company agrees to indemnify and render Five Stars Poker Club 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. Governing Law

The validity of this Agreement, its construction, interpretation, and enforcement, and the rights of the parties hereto will be determined under, governed by, and construed in accordance with the laws of United Kingdom.