Agreement

	Affiliate Program Terms and Conditions The following are our complete terms and conditions to apply as a member of the Sunny Diamonds Affiliate program. Please read this agreement completely. By submitting the application form or linking to the Sunny Casino sites you are deemed to have agreed to be bound to the terms and conditions set out in this agreement. You can enroll as a member of Sunny Diamonds Affiliate Program by creating unique links to the Sunny Diamonds websites using text or our banners located on our banner farms. 1. Definitions 1.1 "Site" means the Mapau, Mapau German, Casino Fortune, Miami Beach and Goldgate Casino websites located at http://www.casinofortune.com/ http://french.mapau.com/ http://italian.mapau.com/ http://german.mapau.com/ http://www.mapau.com/ http://www.mapaubingo.com/ http://www.casinofortune.co.uk/ http://www.casinomb.com/ http://www.goldgatecasino.com/ and its related pages. 1.2 "Player(s)" means a person that enters the Site via your Tracker(s) and deposited 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 "CPA" means a one-time fee paid to an Affiliate based on the number of new unique real money players referred by the Affiliate each month who download, register, make an INITIAL FIRST deposit of $50 and play at one or more at our Partner Casinos. 1.6 "Deposit(s)" means funds transferred by Players to their Real Money Site account. 1.7 "Redeem(s)" means any and all funds withdrawn or cashed-out by Players from their Site account plus amount pending on the players account plus any Deposits reversed (or credits given) by us, in our sole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. 1.8 "Casino Gross Revenue" will mean the sum of Deposits less Redeems 1.9 "Revenue Share" is the percentage of Casino Gross Revenue due and payable to you, at the end of each calendar month, based solely on our system's data. 1.10 "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. 1.11 "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. 1.12 "Sub-Affiliates" means all webmasters generated via your dedicated links and who refers a minimum of 3 Real Active Players. 1.13 "Webmasters" A Webmaster is defined as a person who has referred at least 3 Real Active players. A Webmaster may refer himself, as long as he is one of the 3 people. Webmasters referring less than the minimum of 3 Active players can only receive payments upon completion of a thorough Audit of the same Webmaster's traffic. 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 Play For Affiliates electing to participate in the Revenue Share option we will track players play and will provide you with remote online access to reports of customer activity and the Revenue Share generated. For Affiliates electing to participate in our CPA program, we will provide you with access to stats detailing number of Players who sign up with our Partner Casinos and who make qualifying deposits under this program. 2.3 Pay a marketing Fee For Affiliates electing to participate in the Revenue Share option we will pay you Revenue Share (defined in 4.3 below) we earn from players directed from your site after they open an account with us and based on deposits they make for real money. For Affiliates electing to participate in our CPA program, we will pay you a one-time fee, to as negotiated during the approval process, based on the number of new, unique real money Players who download, register and deposit a minimum of $50 at one of our Partner Casinos. Only the first such registration and purchase by any customer shall count for CPA payment. We retain the right to pass on any financial costs to your account that we may incur due to fraudulent activity actioned by your Players. WE RETAIN THE RIGHT TO ACCEPT OR DECLINE ADMITTANCE TO THE CPA PROGRAM TO ANY PROSPECTIVE AFFILIATE FOR ANY REASON WHATSOEVER IN OUR SOLE DISCRETION. YOU MUST HAVE OUR PRIOR CONFIRMED APPROVAL TO PARTICIPATE IN THE CPA OPTION. FURTHERMORE, IF WE, IN OUR SOLE DISCRETION, DETERMINE THAT YOU HAVE ENROLLED IN THE CPA OPTION TO ABUSE THE CPA OPTION BY REFERRING TO US PLAYERS WHO ARE NOT LEGITIMATELY INTERESTED IN PLAYING FOR REAL MONEY AT OUR PARTNER CASINOS, WE RESERVE THE RIGHT TO TERMINATE YOUR PARTICIPATION IN OUR AFFILIATE PROGRAM OR SWITCH YOUR PARTICIPATION TO THE REVENUE-SHARE OPTION IMMEDIATELY, AND IF SO, NO CPA FEES WILL BE PAID. 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 CPA and Revenue Share, fee schedules, and Affiliate 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 Sunny Diamonds By agreeing to participate in this Affiliate Program, you agree to create a unique link from your site to Sunny Casinos. 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 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 site 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 Revenue Shares and/or CPAs and/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 Sunny Diamonds 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 Revenue Shares and/or CPAs 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 Sunny Diamonds intellectual-property marks (licensed, in turn by us, from their owner) 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 licensor's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. 4. Fees 4.1 Charge-backs A charge-back is defined as un-collectable deposit transaction from the financial institution involved as a result of customer non payment or fraudulent use of any deposit method. All charged back amounts and fees will be deducted from your payment. Charge back fees will be paid to the financial institution involved and will be administered by Sunny Diamonds. 4.2 Fee Payment We will pay you Revenue Shares or CPAs* on players directly referred from your site to ours. Affiliates electing to participate in the Revenue Share option receive a given percentage of the Casino's Gross Revenue on all players directly referred. We also pay Affiliates electing to participate in the Revenue Share option, Revenue Shares on earnings paid to qualifying webmasters referred by them up to 2 tiers down. The percentage payable on the earnings of a referred affiliate for each tier is: Tier 1: 10% Tier 2: 8% These will be paid on a monthly basis, by the 15th of each month, but not less than $50 per payment and based on a minimum of 3 new depositing players. If you fail to achieve the amount of $50 total fees payable to you and the 3 new depositing player minimum on a certain month, the earned amount will be forwarded to the next calendar month. In addition, for the account to remain active, the Affiliate must have referred at least 3 new depositing players within the last 6 months. If there were no new depositing player referrals within the last six month, the account will be deemed to be inactive and deactivated. Webmaster traffic less than the minimum (3) would be subjected to an Audit before any payments can be made to the Webmaster. Payments will be made in US dollars unless otherwise stated. We will, for Affiliates electing to participate in the Revenue Share option whose account is in a negative position (e.g. because customer winnings have exceeded customer losses), zero out such a negative balance at the beginning of the new month so that the negative balance will not be carried over into the following month(s). Advertising Revenue will be based upon our good faith calculation based on our statistics. 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 Revenue Share or CPA 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 to fraudulently increase the Advertising Revenue payable to you. 6. Indemnity You shall defend, indemnify, and hold Sunny Diamonds, 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 Affiliate Program. 7. Disclaimers We make no express or implied warranties or representations with respect to the Affiliate Program, Sunny Diamonds 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 Sunny Diamonds behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this paragraph. 9. Sub affiliates Sub Affiliates are totally obligated to these terms and conditions. We will make payments to you and your sub affiliates separately. Sunny Diamonds will not be held responsible for any dispute between you and your sub affiliates. 10. 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 Affiliate 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 Revenue Share or CPA 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. 11. 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 AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 12. Miscellaneous 12.1 Governing Law The laws of Antigua shall govern this agreement. Any action relating to this Agreement must be brought in Antigua and you irrevocably consent to the jurisdiction of its courts. 12.2 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. 12.3 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. 12.4 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.

Affiliate Program Terms and Conditions

The following are our complete terms and conditions to apply as a member of the Sunny Diamonds Affiliate program. Please read this agreement completely.
By submitting the application form or linking to the Sunny Casino sites you are deemed to have agreed to be bound to the terms and conditions set out in this agreement.

You can enroll as a member of Sunny Diamonds Affiliate Program by creating unique links to the Sunny Diamonds websites using text or our banners located on our banner farms.

1. Definitions

1.1 "Site" means the Mapau, Mapau German, Casino Fortune, Miami Beach and Goldgate Casino websites located at
http://www.casinofortune.com/
http://french.mapau.com/
http://italian.mapau.com/
http://german.mapau.com/
http://www.mapau.com/
http://www.mapaubingo.com/
http://www.casinofortune.co.uk/
http://www.casinomb.com/
http://www.goldgatecasino.com/
and its related pages.

1.2 "Player(s)" means a person that enters the Site via your Tracker(s) and deposited 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 "CPA" means a one-time fee paid to an Affiliate based on the number of new unique real money players referred by the Affiliate each month who download, register, make an INITIAL FIRST deposit of $50 and play at one or more at our Partner Casinos.

1.6 "Deposit(s)" means funds transferred by Players to their Real Money Site account.

1.7 "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.

1.8 "Casino Gross Revenue" will mean the sum of Deposits less Redeems

1.9 "Revenue Share" is the percentage of Casino Gross Revenue due and payable to you, at the end of each calendar month, based solely on our system's data.

1.10 "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.

1.11 "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.

1.12 "Sub-Affiliates" means all webmasters generated via your dedicated links and who refers a minimum of 3 Real Active Players.

1.13 "Webmasters"
A Webmaster is defined as a person who has referred at least 3 Real Active players. A Webmaster may refer himself, as long as he is one of the 3 people. Webmasters referring less than the minimum of 3 Active players can only receive payments upon completion of a thorough Audit of the same Webmaster's traffic.

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 Play
For Affiliates electing to participate in the Revenue Share option we will track players play and will provide you with remote online access to reports of customer activity and the Revenue Share generated. For Affiliates electing to participate in our CPA program, we will provide you with access to stats detailing number of Players who sign up with our Partner Casinos and who make qualifying deposits under this program.

2.3 Pay a marketing Fee
For Affiliates electing to participate in the Revenue Share option we will pay you Revenue Share (defined in 4.3 below) we earn from players directed from your site after they open an account with us and based on deposits they make for real money.

For Affiliates electing to participate in our CPA program, we will pay you a one-time fee, to as negotiated during the approval process, based on the number of new, unique real money Players who download, register and deposit a minimum of $50 at one of our Partner Casinos. Only the first such registration and purchase by any customer shall count for CPA payment. We retain the right to pass on any financial costs to your account that we may incur due to fraudulent activity actioned by your Players. WE RETAIN THE RIGHT TO ACCEPT OR DECLINE ADMITTANCE TO THE CPA PROGRAM TO ANY PROSPECTIVE AFFILIATE FOR ANY REASON WHATSOEVER IN OUR SOLE DISCRETION. YOU MUST HAVE OUR PRIOR CONFIRMED APPROVAL TO PARTICIPATE IN THE CPA OPTION. FURTHERMORE, IF WE, IN OUR SOLE DISCRETION, DETERMINE THAT YOU HAVE ENROLLED IN THE CPA OPTION TO ABUSE THE CPA OPTION BY REFERRING TO US PLAYERS WHO ARE NOT LEGITIMATELY INTERESTED IN PLAYING FOR REAL MONEY AT OUR PARTNER CASINOS, WE RESERVE THE RIGHT TO TERMINATE YOUR PARTICIPATION IN OUR AFFILIATE PROGRAM OR SWITCH YOUR PARTICIPATION TO THE REVENUE-SHARE OPTION IMMEDIATELY, AND IF SO, NO CPA FEES WILL BE PAID.

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 CPA and Revenue Share, fee schedules, and Affiliate 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 Sunny Diamonds
By agreeing to participate in this Affiliate Program, you agree to create a unique link from your site to Sunny Casinos. 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 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 site 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 Revenue Shares and/or CPAs and/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 Sunny Diamonds 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 Revenue Shares and/or CPAs 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 Sunny Diamonds intellectual-property marks (licensed, in turn by us, from their owner) 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 licensor's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

4. Fees

4.1 Charge-backs
A charge-back is defined as un-collectable deposit transaction from the financial institution involved as a result of customer non payment or fraudulent use of any deposit method. All charged back amounts and fees will be deducted from your payment. Charge back fees will be paid to the financial institution involved and will be administered by Sunny Diamonds.

4.2 Fee Payment
We will pay you Revenue Shares or CPAs* on players directly referred from your site to ours.

Affiliates electing to participate in the Revenue Share option receive a given percentage of the Casino's Gross Revenue on all players directly referred.

We also pay Affiliates electing to participate in the Revenue Share option, Revenue Shares on earnings paid to qualifying webmasters referred by them up to 2 tiers down. The percentage payable on the earnings of a referred affiliate for each tier is:
Tier 1: 10%
Tier 2: 8%

*These will be paid on a monthly basis, by the 15th of each month, but not less than $50 per payment and based on a minimum of 3 new depositing players. If you fail to achieve the amount of $50 total fees payable to you and the 3 new depositing player minimum on a certain month, the earned amount will be forwarded to the next calendar month. In addition, for the account to remain active, the Affiliate must have referred at least 3 new depositing players within the last 6 months. If there were no new depositing player referrals within the last six month, the account will be deemed to be inactive and deactivated.

Webmaster traffic less than the minimum (3) would be subjected to an Audit before any payments can be made to the Webmaster. Payments will be made in US dollars unless otherwise stated. We will, for Affiliates electing to participate in the Revenue Share option whose account is in a negative position (e.g. because customer winnings have exceeded customer losses), zero out such a negative balance at the beginning of the new month so that the negative balance will not be carried over into the following month(s). Advertising Revenue will be based upon our good faith calculation based on our statistics.

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 Revenue Share or CPA 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 to fraudulently increase the Advertising Revenue payable to you.

6. Indemnity
You shall defend, indemnify, and hold Sunny Diamonds, 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 Affiliate Program.

7. Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program, Sunny Diamonds 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 Sunny Diamonds behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this paragraph.

9. Sub affiliates
Sub Affiliates are totally obligated to these terms and conditions. We will make payments to you and your sub affiliates separately. Sunny Diamonds will not be held responsible for any dispute between you and your sub affiliates.

10. 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 Affiliate 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 Revenue Share or CPA 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.

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

12. Miscellaneous

12.1 Governing Law
The laws of Antigua shall govern this agreement. Any action relating to this Agreement must be brought in Antigua and you irrevocably consent to the jurisdiction of its courts.

12.2 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.

12.3 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.

12.4 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.