Dream&Win Affiliate Agreement

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between Dreammakers Gaming Tech S.A. (Costa Rica) ("Dreammakers" or "we" or "us"), and you, regarding your application to participate as an affiliate (an "Affiliate") of "Dreammakers". As an affiliate your role will be to promote the DreamAndWin.com site owned and operated by DreamTec Online LTD (England) ("Dream&Win Site")

By submitting the application form, you are deemed to have agreed to be bound to the terms and conditions set out in this Agreement.

• Affiliate Program Application. To become an Affiliate you will have to submit a completed Affiliate Program Application. We will evaluate your application and, where applicable, notify you of your acceptance. We may reject your application if we determine, in our sole discretion, that your site is not suitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content on your site that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable. Similarly, we shall reject your application if we determine, in our sole discretion, that your site is designed to appeal to minors.
  
  
• Links. Upon conclusion of the Agreement, a partner identification code is assigned to the Affiliate. By means of the assigned link codes, Dream&Win registration system identifies customer referrals from the link of the Affiliate's web site. In the event of your acceptance to the Affiliate Program, we will make available to you, banner advertisements, button links, text links and other links as determined by us which shall link to the Dream&Win Site (the "Links"), which you may display on your sites, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. The use of Spam mails is not allowed!
  
  
• New Players. A "New Player" shall mean an Internet user without a prior account with Dream&Win who accesses the Dream&Win Site directly through the Links and purchases online raffle tickets (minimum 1 ticket - 12£ or 15€) . We shall make the number of New Players and the relevant Gross Revenue figures available to you through our Affiliate Program information site. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your site and the Dream&Win Site are properly formatted throughout the term of this Agreement.
  
  
• Commissions. Depending on which commission plan you choose to participate in, Dreammakers will pay you either:
  • Revenue Share Plan. The table below specifies the incremental steps that apply to a Gross Revenue Share Commission
    
    

    Dream&Win GrossRevenue per Calendar Month:	% of Gross Revenue you receive:
    $0-2,000	12%
    $2,000-5,000	15%
    $5,001+	20%

    
    
    
  • CPA per New Player Plan. The table below specifies the incremental steps that apply to number of New Players Commission:
    
    

    Monthly number of new members:	%Amount that you earn per New Player:
    1-10	$15
    11-40	$20
    41+	$25

    
    
    

    For these purposes, the term " Gross Revenue" shall mean the sum total of all of a Player's purchases of raffle tickets, less any credits, bonus or promotional amounts given to a Player, less e-commerce processing, less any chargeback (including amounts paid as a result of credit card abuse or fraud, or paid to a Player by Dreammakers to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible revenue attributable to a Player. All commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each month. Payments of commissions shall be made directly to you as per your preferred payment method elected by you as part of your application process. In the event that you provide Dream&Win with incorrect or incomplete details in relation to your preferred payment method and Dreammakers is not able to transfer the commissions to you, Dreammakers reserves the right to subtract from the commissions due to you an amount of money to reflect the required investigation and additional work created by your having provided incorrect or incomplete details. Dreammakers shall be entitled to set-off from the amount of commission to be paid to you any associated costs related to the transfer of such commission. In the event that the commission to be paid to you in any calendar month is less than $100 (the "Minimum Amount"), Dreammakers shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount. Dream&Win retains the right to review all commissions for possible fraud, where such fraud may be on the part of the New Player or on your part. Any incidence of fraud on your part constitutes a breach of this Agreement, and Dreammakers retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that Dreammakers deems that fraud has occurred, either on your part or on the part of a New Player, you shall not be entitled to receive any commissions which have accrued to your benefit at such time whether such commissions were generated through fraud or otherwise. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving commissions and Dreammakers shall not be held liable for your delayed receipt of commissions due to your provision of inaccurate details.

• Intellectual Property. In the event of your acceptance to the Affiliate Program, we shall grant you a non-transferable, non-exclusive, revocable license to place the Links on your site during the term of this Agreement, and solely in connection with the Links, to use our logos, trade names, trademarks, service marks and similar identifying material (collectively, "Licensed Materials"), solely for the purpose of promoting the Dream&Win Site. You may not sub-license, assign or otherwise transfer the license. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may not use any Licensed Materials for purposes other than promoting the Dream&Win Site, without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Dream&Win or anyone else negatively. We reserve all of our intellectual property rights in the Licensed Materials.
  
  
• Obligations Regarding Your Site. You will be solely responsible for the technical operation of your site and the accuracy and appropriateness of materials posted thereon. You agree that your site will not, in any way, copy or resemble the look and feel of the Dream&Win Site nor will you create the impression that your site is the Dream&Win Site. You also agree that your site will not contain any content of the Dream&Win Site or any materials which are proprietary to Dream&Win, except (i) with our prior permission, or (ii) materials obtained by you via the Affiliate Program information site in accordance with the provisions hereof or the policies or instructions therein. You will indemnify and hold Dream&Win harmless from all claims, damages, and expenses (including, without limitation, attorney's fees and expert witness fees) relating to the development, operation, maintenance, and contents of your site or any materials, products or services linked thereto. You hereby acknowledge that your conduct as an Affiliate shall reflect on Dream&Win and has the potential to cause substantial damage to Dream&Win reputation and goodwill and that you shall at all times consider the goodwill and reputation of Dream&Win. You shall guarantee that the material shown on its web site does not infringe any rights of third parties (including copyright and trademark rights, the general right of personality or any other rights) and that the material presented on its Website is neither libelous nor defamatory or illegal in any other way. You acknowledges that - should the promoting or soliciting of raffles/sweetstakes/lottery be prohibited under the rules and regulations of its country of domicile or be permissible only under certain preconditions not met here - it may not enter into this Agreement and shall, consequently, also not be entitled to post the link on its web site.
  
  
• Contact with New Players. All New Players shall be considered to be customers of Dream&Win only.
  
  
• Term. The term of this Agreement will begin upon your acceptance to the Affiliate Program and will end when terminated by either Party. At any time, either Party may immediately terminate this Agreement, with or without cause, by giving the other Party written notice of termination, where such notice may be served via fax or e-mail. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Affiliate Program. We shall have no obligation to make any further payments of commissions to you.
  
  
• Your Representations and Warranties. You hereby represent and warrant to us the following: (i) this Agreement has been duly and validly executed by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; (ii) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; and (iii) you are an adult of at least 18 years of age. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law.
  
  
• Indemnification. You hereby agree to indemnify, defend and hold harmless Dream&Win, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by you or any representation or warranty made by you herein; or (ii) any claim related to your site.
  
  
• Confidentiality. We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.
  
  
• Governing Law. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the London courts.
  
  
• Modifications. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. Posting on our Affiliate Program information site a change of terms notice or a new agreement is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our Web site will constitute binding acceptance of the change.