Membership Agreement with Ganabetģ through GANABET

The parties to this Agreement are Ganabetģ through GANABET (ĎGANABETí or ĎGanabetí) and the individual or entity participating in its Membership Program (the ĎMemberí).

This Agreement shall be effective by and between GANABET and the Member for all Acquired Customers (as such term is defined below) through the Ganabet.mx Membership Program (as such term is defined below).

The purpose of this Agreement is to implement a link provided by Ganabet to the Memberís website, enabling him/her to establish an advertising cooperation (the ĎMembership Programí) for the mutual benefit of both parties.

This Agreement sets forth the terms and conditions governing the Memberís participation in the Membership Program. The following terms and conditions shall be an integral part of this Agreement.


1. General Terms

These terms and conditions are aimed at protecting both Ganabet and the Member, whereby the latter may receive the best return possible from our relationship. If the Member has any questions about these terms, he or she should contact GANABET at afiliados@ganabet.mx.

For the purpose of this Agreement, the parties agree to the following definitions to be used in either the singular or plural form.

1.1 ACQUIRED CUSTOMER in this Agreement means those in Mexico who:

1. Still do not have a betting account with Ganabet.mx.

2. Have reached the Ganabet.mx domain site following a link from a Memberís website.

3. Create an account at www.Ganabet.mx.

1.2 An ACTIVE CUSTOMER means an Acquired Customer who has placed at least one real cash bet during the past 90 days.

1.3 AFFILIATED PAGE(S) means each Memberís Website, the address and description of which is specified in Exhibit ďCĒ attached hereto. Said pages may be updated from time to time with prior notice and the mutual Agreement of the parties.

1.4 FOLLOW-UP LINK means the digital link provided by Ganabet that is associated with each Customer registration for the purpose of setting up a link between the Customer and the Memberís Page.

1.5 FRAUDULENT PRACTICES means registrations, deposits and/or any other bad faith act for the purpose of manipulating the link between the Customer and the Memberís Page.

The latter may include but is not limited to:

††††† Deposits made with stolen or cloned credit cards

††††† Collusion and/or manipulation of the service or the system for misusing promotions and bonuses

††††† The creation of false accounts to generate membersí commissions


††††† The unauthorized use of any third party account, copyright, registered trademark or any other third party intellectual property.

1.6 GANABET reserves the right to change any of the terms of this Agreement at any time at its discretion. Nevertheless, if it needs to change any of the terms, it shall inform the Member:

(1) Of the change by e-mail

(2) By publishing a new version of the Agreement on the Membership Program website

The Member is responsible for visiting the Membership Program website frequently to make sure he or she is up-to-date with the latest version of the Agreement

1.7 This Agreement is written is Spanish. If we translate the Agreement into another language, the Spanish version shall have precedence in any event.


2. Memberís rights and obligations

2.1 As a Member, you are responsible for marketing to Acquired Customers and referring them to Ganabet. You are solely liable for the contents and manner in which said marketing activities are performed.

The Member undertakes that all his or her marketing activities as a Member are professional, correct and lawful under any rules, regulations and/or laws. The Member shall also comply with the terms of this Agreement.

2.2 During the effective term of this Agreement, the Member shall make sure that he or she is proactively incorporating and displaying links that lead to the Ganaber.mx domain.

The Member is not authorized to alter the form, location or operations of the links without the prior written consent of Ganabet. If the links connecting with Ganabet.mx are not generated by the Ganabet membership system, this Agreement shall be terminated.

2.3 As a Member, you are not authorized to, nor shall you authorize, help or encourage third parties to:

(1) Place marketing material in any on-line site or in other media where the content and/or material in said site or media is potentially defamatory, harmful, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent, or that in GANABETíS opinion is improper.

(2) Place links in the Memberís pages targeting underage minors.

(3) Market or promote Ganabet.mx in any excluded territory, or be involved in traffic originating from any excluded territory, or allow, help or encourage evasion of any restriction set forth by Ganabet in connection with excluded territories.

(4) Open more than one Memberís account without the prior written consent of GANABET.

(5) Register as a player or make deposits into another playerís account from your own account or though links to a Sub-member for your personal use or that of your relatives, friends, employees, agents and/or advisors, or any other attempt to artificially increase the memberís commissions or to commit fraud. Any breach of this provision shall be deemed a fraud.

(6) Perform any act making the Memberís site or any other site a copy or resemblance of Gabanet.mx or that passes itself off as GANABET or confuses potential players in connection with said site.

(7) Register or apply for the registration of a domain name similar to any domain name used by or registered by Ganabet, or any other name that might be understood to be that of Ganabet.


(8) Purchase or register key words, search terms or other identifiers to be used in any search engine, portal or advertising service sponsored by or that refers to another service and that are identical or similar to the names registered by Ganabet or that somehow include the word ďGanabetĒ or variations thereof or that include labels in the Memberís site that are identical or similar to any of Ganabetís registered trademarks.

(9) Use any kind of spam (including search engine spam) or unsolicited e-mails to acquire new Customers; this would be deemed fraudulent.

2.4 Changing the URL address of the Memberís site will not constitute an amendment to this Agreement and will not affect the rights and obligations set forth in this Agreement. Nevertheless, Ganabet must be previously informed about the change to assure the integrity of the links.

2.5 As a Member, you undertake to provide reasonable assistance to Ganabet regarding proper operations of the links.

2.6 Each Member is required to refer at least 5 Active Customers within three months after joining the Membership Program, Nevertheless, if a Member fails to fulfill this requirement and his or her withdrawable balance is more than USD $200, payment of the Memberís commissions may be qualified, in which case the Member must express his or her agreement.

2.7 GANABET may reject a new Customerís application or close the account of an Acquired Customer if he or she fails to comply with GANABET policies or any applicable laws.

3. Ganabet rights and obligations

3.1 When this Agreement takes effect, Ganabet will assign the member a partner identification code so he or she may access the platform, carry out campaigns and monitor results. The Ganabet registration system uses the assigned link codes to identify Customersí preferences by means of the link to the Memberís website.

3.2 Ganabet shall develop marketing tools and make them available for the Memberís advertisement space, and may update links as it sees fit.

3.3 Ganabet is entitled to monitor the Memberís site to assure compliance with the terms of this Agreement.

3.4 Ganabet will assume any expenses incurred in creating graphic representations of the link. Ganabet shall manage the volume of business generate through the links, record revenue and the total amount of commissions earned through the link, and provide the Member with on-line yield statistics and the possibility of providing all business-related services to the Customer.

3.5 When there is suspicion of fraud that requires processing payment to any Member, Ganabet shall withhold the commission for 180 days while it investigates and verifies the respective transaction. Ganabet is not obligated to pay Members commissions in connection with Customers somehow involved in fraud. If Ganabet detects any activity considered fraudulent or that somehow represents a breach of this Agreement, then Ganabet may:

(1) Pay the entire commission to the Member,

(2) Calculate it again taking into account its suspicion of fraud, and /or

(3) Withhold indefinitely any of the Memberís current or future commissions earned based on fraud (according to each case).

3.6 Ganabet shall withhold Membersí commissions in connection with Customers who do not pass the verification process pursuant to the provisions of the Federal Law on the Prevention and Identification of Operations from Illicit Sources applicable in Mexico.


3.7 Ganabet reserves the right to lower commission rates if the Member reduces his or her efforts to recruit new Customers. The commission rate shall drop automatically to 10% after 3 months with no new Customer registered. After said period, any lack of or continually low activity by the Member in promoting Ganabet.mx shall be deemed sufficient grounds for terminating this Agreement.


4. Payment Terms

4.1 The standard commission offered by Ganabet to its Members is a percentage of DISTRIBUTABLE WIN (Net Revenue Share), consisting of the volume of bets placed by Customers in any of the products at the betting site www.ganabet.mx during a certain period, minus returns, prizes and bonuses awarded to Customers, minus a deduction percentage to cover licensing costs and expenses for using the software of sports betting suppliers as well as special taxes on the industry in Mexico minus return charges from credit card payments.

4.2 Net revenue is processed in Mexican pesos (MXN) and will be converted according to the standard Ganabet policy for currency exchange.

4.3 If you prefer to have a commission based on CPA (Cost per Acquisition), you must send an e-mail to afiliados@ganabet.mx. Your application will be reviewed by our Member Service Team and we shall give you an answer within a reasonable time.

4.4 Commissions, if earned by the Member, shall be paid on a monthly basis. Commissions earned and not paid during said period, whether negative or positive, will carry over to the following period. In the event of an NNCO (No Negative Carry Over) payment system, uncollected positive commission payments will carry over to the following period.

4.5 Upon request, Members shall be paid on a monthly basis prior to the 15th day of the following month after delivery of the respective commissions invoice by the Member.†


5. Term and termination

The term of this Agreement shall start when the Member is registered with an on-line GANABET form approved by Ganabet. The terms shall be for an indefinite time unless and until either party gives the other party written notice of its wish to terminate the Agreement, or in the event of any grounds for termination in which case this Agreement shall be terminated immediately.

Either party may terminate this Agreement at any time. An e-mail is considered a written notice of immediate termination. The Member will no longer be eligible to earn and receive commissions as of the effective date of termination.


6. Disclaimer

Ganabet will not be liable for indirect, special or consequential damages (or for any loss of income, earnings or data) occurring in connection with this Agreement.

Furthermore, Ganabetís total liability in connection with this Agreement and with the Membership Program shall not surpass total commissions pending payment to the Member by virtue of this Agreement.

Nothing in this Agreement may be construed as bestowing rights, resources or benefits to any individual or entity that is not party to this Agreement.

Ganabetís obligations under this Agreement do not constitute the personal obligations of our directors, employees or shareholders.

This Agreement does not create any employer-employee relationship between Ganabet and the Member.


7. Miscellaneous

7.1 Nothing in this Agreement grants any kind of license, assignment, transfer or any intellectual property right, including but not limited to patents, trademarks, service marks, registered designs, copyrights, database rights, design rights, inventions and confidential information and so forth that may emerge as the result of complying with or performing this Agreement.

7.2 For the avoidance of doubt, the statistics provided during a month may present some inaccuracies due to continuous activities or incomplete transactions with the Memberís Customers.

7.3 This Agreement shall be governed by and construed under the applicable laws of Mexico. Any disputes arising from this Agreement shall be resolved by Mexican courts. The parties agree on the courts of competent jurisdiction of the First Judicial District for the State of Jalisco located in Zapopan, Jalisco.

 

7.4 If any of the contractual provisions are or become void, all other provisions of this Agreement shall continue to be in full force and effect.