MARKETING SERVICES AGREEMENT

This document (the “Marketing Services Agreement”) outlines the terms and conditions agreed between SIA “JOKER LTD”, reg.Nr.40003266078, (hereinafter referred to as “Client”), and  you, (hereinafter referred to as “Contractor”), in respect to Contractor application to join Affiliate program and to promote the www.synottip.lv website and services.

1. AGREEMENT SUBJECT

1.1. The Contractor, based on the request of the Client, shall provide marketing services to attract players in the internet resource www.synottip.lv in accordance with the provisions of the Contract.

2. OBLIGATIONS OF THE PARTIES

2.1. The Contractor undertakes to:

2.1.1. provide services of high quality, in a timely manner, in compliance with the requirements of the Agreement and the existing laws and regulations;

2.1.2. timely inform the Client about the need to provide further information for the securing of the fulfilment of the Agreement, as well as provide information about the implementation of the Agreement upon the request of the Client.

2.1.3. The Contractor should endeavor that all Marketing Tools and casino related information on its site are current, accurate and updated. Client reserves the right to terminate this Agreement should the Contractor: (i) fail to complete the updates in a timely manner, (ii) continuously utilize and promote outdated casino related information and banners in a manner that is blatant, unreasonable and/or harmful to Client, or (iii) defame, disparage or discredit Client through false or misleading advertising, written or spoken words.

2.1.4. The Contractor understands and accepts the gambling laws as well as laws regulating the promotion and marketing in Latvia. The Contractor shall accept all relevant laws and regulations that apply to its activities and confirm to its complete satisfaction that it may participate in the Contractor Program without violating any applicable rules or laws.

2.1.5. The Contractor is responsible for ensuring that all the material posted on the Contractor or third party Site is legal and does not violate the rights of any third party. In addition, it is the responsibility of the Contractor to ensure that the Contractor Site does not contain any content or information that (i) is aimed at children or minors, (ii) promotes sexually explicit materials, (iii) promotes violence, (iv) promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age, or (v) promotes illegal activities.

2.1.6. The Contractor is prohibited from placing any Marketing Tools in unsolicited emails, or any unauthorized forms of marketing. Players, who are generated through either illegal or unauthorized means, as determined by Client at its sole discretion, will not be calculated in the Contractor’s commission. The Contarctor’s breach of this section shall constitute grounds for Client immediate termination of this Agreement without notice to the Contractor.

2.1.7. No Contractor may participate in or be involved, either directly or indirectly, in the planning, generation, processing or dissemination of SPAM (unsolicited emails and sms). Any form of SPAM will result in the commencement of a review and investigation of the Contractor’s conduct within the Client’s Program, as well as withholding any commissions pending the outcome of the investigation.

2.1.8. The Contractor shall not benefit from known, suspected or even unknown Player traffic that is generated dishonestly, whether or not it results in damage to the Client. For purposes of clarification and not limitation, if a Player, directed to a www.synottip.lv with the Contractor Tag, engages in fraudulent behaviour, Client reserves the right to withhold or retract the commissions paid to the Contractor for such Player. Client’s decision in this regard will be final and binding.

2.1.9. Under no circumstances shall a Contractor use or attempt to use any domain names to promote the brands which are or could be confusingly similar to the domain names registered by Clientr. For purposes of clarification and not limitation, Contractor may not use domain names which are identical or sound, appear or differ slightly from any of the Client’s domain names. Contractor’s breach of this section, as determined by Client, shall constitute grounds for Custpomer immediate termination of this Agreement without notice to the Contarctor and forfeiture of any commission owed, in addition to any other rights or remedies available to affiliate.synottip.lv. under this Agreement or at law.

2.2. The Client undertakes to:

2.2.1. promote the submission of all documents, tools and information necessary for the fulfilment of the Agreement that could promote the fulfilment of the Agreement;

2.2.2. upon the request of the Contractor, perform all other activities to promote the fulfilment of services;

2.2.3. in compliance with the Agreement, pay the Contractor for the provision of services, as well as secure the performance of other payments according to the established deadlines.

3. PAYMENT TERMS

3.1. The Client shall pay the Contractor commission of the net revenue (BET-WIN-risk-free rates-bank commissions-jackpot costs-game bonuses-administrative costs-platform and content costs-taxes), excluding VAT.

Commission is being calculated based on net revenue generated by players referred by the Contractor as stipulated in table below:

3.2. Client pays for the services according to the invoice submitted by the Contractor, once a month, by transferring the amount of Services to the bank account indicated in the invoice of the Contractor within 15 (fifteen) days from the date of receipt of the invoice.

3.3. The Contractor prepares an invoice about the services electronically. The Contractor sends the invoice to the e-mail of the client indicated in Paragraph 7.7 of the Agreement.

3.4. Invoice for services are rendered for payment to the Client once a month, if the Parties have not agreed on a different payment procedure.

3.5. In cases when obligations are not fulfilled according to the Agreement, the contractual penalty is first of all paid from the payment received.

3.6. Notwithstanding the provisions of the immediately preceding clause, Client reserves the right to alter referral commission rates applicable to Client in certain exceptional circumstances, and within reasonable limits.

4. RESPONSIBILITY

4.1. Parties are responsible to each other for the non-fulfilment or improper fulfilment of the obligations determined in this Agreement and they have to reimburse the other Party for losses that have occurred in this respect. Reimbursement of losses does not release the Party from the further fulfilment of obligations.

4.2. If payment is not made within the time period indicated in the Agreement, the Client has to pay a contractual penalty in the amount of 0.1% (zero point one percent) from the amount of the unpaid value for each day of delay. Calculation of the contractual penalty is added to/included in the next invoice of the Contractor.

4.3. The Contractor does not have the obligation to secure the provision of services, if the Client has not made payments according to the provisions of the Agreement.

5. VALIDITY PERIOD OF THE AGREEMENT, TERMINATION OF THE AGREEMENT

5.1. Agreement shall enter into force at the moment of signing and is concluded for a period of one year. If none of the Parties have expressed a written desire to terminate the Agreement before the end of the validity period of the agreement, it is automatically extended for a new period of one year.

5.2. The Party has the right to withdraw from the Agreement before the end of the validity period, if the other Party has failed to fulfil its obligations according to the provisions of the Agreement.

5.3. If either Party wants to unilaterally withdraw from the Agreement before the end of the validity period, it has to notify the other Party in written form 30 days in advance.

6. FORCE MAJEURE

6.1. Neither Party is liable for the losses incurred to the other Party due to the non-fulfilment or improper fulfilment of the contractual obligations, if the Agreement cannot be executed due to circumstances which could not have been foreseen and prevented, i.e., on the grounds of force majeure circumstances, including but not limited to natural disasters, fire, war, military operations, as well as the introduction of new legislation that restricts or prohibits the activities provided in the Agreement.

6.2. In the case of force majeure, fulfilment of the services is suspended for the period of time of the respective force majeure event and the validity periods of the Agreement are extended accordingly. After the force majeure event, the Parties agree about the new fulfilment terms of the Agreement, taking into account all the force majeure event conditions.

6.3. If the force majeure event lasts for longer than 3 (three) months, either Party can terminate this Agreement by notifying the other Party in written form.

7. OTHER PROVISIONS

7.1. The Parties undertake to strictly adhere to the confidentiality of financial, commercial, technological and other types of information received within the framework of this Agreement and perform all necessary activities to prevent disclosure of the above-mentioned information to third parties.

7.2. Without affecting Paragraph 7.1 of the Agreement, the Parties agree that the Agreement, its appendixes and amendments are confidential. Parties undertake not to disclose the contents of this Agreement, its appendixes or amendments to third parties without mutual consent.

7.3. The Contractor has the right to collect, receive and process the information that is associated with the Client, in so far as it contributes to the fulfilment of the Agreement. The Contractor is entitled to use such information at its sole discretion, if the Agreement is terminated due to the non-fulfilment of the Client’s obligations.

7.4. The Parties undertake to inform each other in due time about all significant events that may affect the fulfilment of the Agreement.

7.5. Notices, agreements, invoices and other information that is related to the Agreement is passed to the authorized representative of the Party personally against signature, by registered mail or e-mail.

7.6. Information indicated in Paragraph 7.5 of the Agreement shall be considered received:

7.6.1. If issuing to the authorized representative of the Party against signature – immediately;

7.6.2. If sending to the postal address indicated by the authorized representative of the Party via registered mail - on the seventh day after the submission of the shipment in the postal office;

7.6.3. If sending to the e-mail address indicated by the authorized representative of the Party – during the next business day after shipment.

7.7. E-mail address for sending the invoice: gramatvediba@joker.lv

7.8. Authorized representatives are entitled to provide consents anticipated in the Agreement, express the opinion of the respective Party, as well as submit and receive information from the other Party without special additional authorization.

7.9. If one or more provisions of the Agreement become invalid, illegal or infeasible, it does not affect or limit the validity, legitimacy or the fulfilment of other provisions of this Agreement.

7.10. The Agreement is binding to the Parties and the successors of their rights and obligations.

7.11. The Agreement enters into force at the moment when Contractor has approved it on in affiliate.synottip.lv. Amendments and additions are added as appendixes to the Agreement (consecutive numeration) and only acquire legal force when Contractor has approved it in affiliate.synottip.lv.

7.12. All issues that are not stipulated in this Agreement shall be settled in compliance with the existing laws and regulations of the Republic of Latvia. All legal relations arising from this Agreement are negotiated in compliance with the existing laws and regulations of the Republic of Latvia.

7.13. All questions and disputes arising from the provisions of this Agreement shall be resolved in the form of negotiations, if the occurred disputes can’t be regulated in the form of mutual negotiations, the particular dispute is settled in compliance with the existing laws and regulations of the Republic of Latvia in accordance with the procedure laid down by the Court.

             7.14. Confirmation of the terms of this agreement on the Client’s website affiliate.synottip.lv cancels any previously concluded agreement between the Contractor and the Client.