1. TERMS & CONDITIONS

V1.0 October 1, 2024

THESE TERMS AND CONDITIONS MUST BE CAREFULLY REVIEWED BEFORE ACCEPTANCE AND BECOMING AN AFFILIATE OF CONVERT STARS.  IF YOU DO NOT AGREE WITH AND ACCEPT THESE TERMS AND CONDITIONS, YOU WILL NOT BE AUTHORIZED TO SERVE AS A CONVERT STARS AFFILIATE.

The following are the complete terms and conditions of the Convert Stars Affiliate Program operated at www.convertstars.com.  As a member of the Convert Stars Affiliate Program, YOU ARE DEEMED TO HAVE AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT WHEN PROMOTING  ANY OF THE PARTICIPATING CONVERT STARS ONLINE CASINO BRANDS. 

THESE TERMS AND CONDITIONS HEREBY AMEND, REPLACE, SUPPLANT, AND SUPERSEDE ANY PRIOR AGREEMENT BETWEEN THE AFFILIATE AND CONVERT STARS.

IF YOU WOULD LIKE TO TERMINATE YOUR RELATIONSHIP WITH CONVERT STARS AS AN AFFILIATE OR, IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS AND CONDITIONS, PLEASE CONTACT US AT [email protected].

I. DEFINITIONS & INTERPRETATION

   Definitions. The following words, terms, and phrases shall have the following meanings:

   “Affiliate” means you, an individual sole proprietor marketer, and/or duly registered company, that is a party to this agreement.

   “Affiliate Services” includes accessibility to and promotion of Convert Stars mobile or Internet casino brands, games, and promotions, and may       include casino games offerings and information, and market analysis, research, and jurisdictional summaries through online sites, mobile               applications, SMS services, MMS services, or other method of communications.

   “Affiliate Site” means the website(s) or mobile application(s) of the Affiliate where Convert Stars and Convert Stars online casino Brands are           marketed, promoted, and made accessible.

   “Banners and Text Links” means the graphical artwork or text that includes tracker IDs and bonus codes “promo codes” that are made                   available by Convert Stars and that Affiliate may use to connect patrons to Convert Stars’s Services from or through Affiliate’s Site (or other           electronic method) or using other marketing materials.

   “Bet/Wager” means a real money wager made by a Qualified Patron on a casino brand Website and/or the Mobile Application on any offering       made available by Convert Star’s Brands over these platforms, including but not limited to any casino game offerings.

   “Brand(s) / Participating Brand(s)” means Convert Stars participating online casino brands listed on www.convertstars.com.  Brands are                 subject to change membership or be added to the program.

   “Commission” is the amount due and payable to Affiliate in accordance with these Terms, the published rate charts on convertstars.com,               and/or a Term Sheet separately agreed (if applicable) to between the Parties.

   “Convert Stars Website(s)” means the affiliate program website www.convertstars.com and all online casino Participating Brand sites,                     applications, or platforms that are owned, operated, promoted or controlled by or on behalf of Convert Stars.

   “Convert Stars’s Brand Marks” means the words “Omni Casino,” “Bet Omni “OmniCasino.com” “OmniBet,” “Omni Online Casino,” or “Convert             Stars,” and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of Convert Stars’s Brand             Marks or any other name or mark owned from time to time by Convert Stars or any of its participating Brands. The Affiliate shall not register           or attempt to register any logo, trademark, trade name, insignia, design, domain name or similar identifying material that contain the                     Company IP or are confusingly similar to or are comprised of any of the Licensed Marks or Company IP.

   “Confidential Information” means any and all information disclosed (whether directly or indirectly or orally or by any other means and whether       marked confidential or not) by a Party to another Party either before, on or after acceptance of these Terms which at the time of disclosure is       not already part of the public domain and which relates to any business, concept, stats, forecast, financials, user data, invention or idea or             the execution thereof or to any related manner, including any information that would be deemed confidential in the ordinary course of                   business.

   “Marketing Rules” means Convert Stars’s rules for marketing activities of the Brand(s), Convert Stars Website, and Mobile Applications,                     including any country specific marketing rules.

   “Fraud Traffic” means deposits, revenues, or traffic generated using Convert Stars Services through illegal means or any other action                       committed in bad faith to defraud Convert Stars (as determined by Convert Stars in Convert Stars’s sole discretion), regardless of whether or         not it actually causes Convert Stars harm, including but not limited to

   (a) deposits generated on stolen credit cards or by fraudulent activity or prohibited transactions;

   (b) collusion, manipulation of the service or system, bonuses, or other promotional abuse;

   (c) creation of false accounts for the purpose of generating Commission;

   (d) creation of Patron traffic with masked IP addresses;

   (e) sending disproportional amounts of traffic to meet the minimum Commission trigger requirements;

   (f) manipulation of the Trackers or including, but not limited, to cookie stuffing;

   (g) intentionally re-directing Patrons from a Convert Stars Brand to a different brand

   (h) unauthorized use of Convert Stars’s Intellectual Property Rights (“IPR”) or any third-party accounts, copyrights, trademarks, and other third-       party IPR; and,

   (i) ANY activity that in the reasonable, sole and BINDING opinion of Convert Stars constitutes “affiliate fraud.” 

   “Link” means a hyperlink, in whatever form, provided to and used by Affiliate in marketing and promotion which can be clicked on by a Patron       and will enable the tracking of a Qualified Patron’s access and use of the Convert Stars Brands and/or Mobile Application.

   “Mobile Application” shall mean any mobile application that is owned and operated by Convert Stars or its participating Brands that is being         offered for use of Qualified Patrons in any territory that does not qualify as a Restricted Territory.

   “Marketing Materials” means Banners and Text Links, e-mail communications, social media postings and placements, and any other                       marketing and promotional materials that may include Convert Stars’s Marks and that have been provided or otherwise made available to           Affiliate by Convert Stars and/or pre-approved by Convert Stars.

   “Minimum Required Deposit” means the minimum amount required to open a Patron Account as indicated on the Convert Stars participating         brand Website and Mobile Application.  Such deposits must add up to a cumulative deposit per Patron, in order to satisfy the qualifying                 criteria as a Qualified Patron.  Notwithstanding any other provisions contained elsewhere in these Terms, Convert Stars reserves the right to           alter the amount of the Minimum Required Deposit at any time by virtue of placing notice on the Convert Stars Website and/or directly                   contacting the Affiliate with such change.

   “Party/Parties” means either Convert Stars or Affiliate.

   “Patron(s)/Player(s)/User(s)” means any person using any products or services on the Convert Stars participating brand Website or Mobile             Application whether attached to Affiliate’s Tracker or not.

   “Participating Brands” shall mean any public website, mobile application, or downloadable application where a Qualified Patron signs up,               deposits cash, gambles and generates positive or negative commission earnings for the Affiliate.  Such Brands are listed on converstars.com

   “Patron/Player/User Account” means a uniquely assigned account that is created for a Patron when he/she successfully registers for Convert         Stars Services via a Tracker or Sign-up Bonus Code.

   “Person” means any individual, company (whether general or limited), partnership, limited liability partnership, limited liability company,                 corporation, trust, estate, association, nominee, or other entity.

   “Qualified Patron(s)” means any person who is attached to Affiliate’s Tracker who: (i) has not been a Patron with Convert Star’s brands before       October 1, 2024; (ii) is not located in a Restricted Territory; (iii) who has made the Minimum Required Deposit and real money wagering                   activity within 30 days after signing through  an Affiliate tracker; (iv) is accepted as a Patron under any applicable sign up, identity                         verification, and Know Your Customer (“KYC”) procedures required by Convert Stars participating brands, and has been verified by the                   systems used by participating brands to be allowed to place wagers; (v) has made use of a web browser to access and view the                           participating brand Website and/or installed the Mobile Application to their mobile device or tablet; (vi) places their first real money bet from         a deposited amount on the participating brand Website and/or Mobile Application; and (vi) has adequately fulfilled any other qualification           criteria that Convert Stars may introduce from time to time. Notwithstanding any other provisions contained elsewhere in these Terms,                   Convert Stars reserves the right to alter the above-mentioned qualifying criteria at any time by virtue of placing notice on the Convert Stars           Website and/or Mobile Application.

   “Restricted Territory” or “Restricted Territories” means any territory where Casino Internet or mobile gaming, as applicable, is prohibited under         law and/or without a gaming license. Convert Star’s shall not be responsible for any costs or damages for traffic delivered that cannot be             accepted for any reason. Convert Stars may, through notification to the Affiliate, may include any number of additional territories beyond               these listed here:

   United States of America and all it’s known territories, Providence of Ontario Canada, Australia, American Samoa, Curacao, China, Brazil,                 Estonia, Latvia, France, French Republic and its territories, French Guiana, Guadeloupe, Guam, Martinique , Mayotte, Macau, Netherlands and           its territories, Northern Mariana Islands, Philippines, Puerto Rico, Portugal, Réunion, Saint-Denis, Singapore, Statia, Sudan, Serbia, Syria, U.S.                 Virgin Islands, United Kingdom, Italy, Hong Kong, Hungary, Germany, Greece, Israel, Italy, Iraq, Iran, Libya, Ukraine, United Kingdom, Russia                 (during conflict), Turkey, Poland, Sint Maarten, Sweden, Saba, Spain, St Eustatius, Yemen, Zimbabwe. The affiliate will take all precautions to             redirect any of their visitors from the above countries that click on links/banners/promotions that ordinarily redirect to the Company.  No               commission will be generated from any traffic or players sent from these countries.

   “Spam” means any communication Affiliate sent that, promotes, or otherwise refers to Convert Stars, the Convert Stars Website or Mobile                Application, or Convert Stars’s participating Brands or that contains any Marketing Materials, Marks, or Trackers in breach of Convert Stars’s            marketing rules.

   “Term Sheet” means the separate written service proposal document which contains details of the Commission to which the Affiliate shall be         entitled, the trigger for payment of these Commissions, and amount of Commissions. The Term Sheet shall be agreed separately by the                 Parties and will be governed by these Terms.

   “Tracker(s)” means the unique Tracking URL or Sign-up Bonus Codes that Convert Stars provides exclusively to Affiliate through which                     Convert Stars tracks Patron and Qualified Patron activities to assist in the calculation of Commissions.

   “Tracking URL” means a unique hyperlink or other linking tool for referencing the Convert Stars Website or Mobile Application through which             Affiliate refers potential Qualified Patrons. When the relevant Patron open their Patron Account, Convert Stars’s system automatically logs the         Tracking URL and records the Affiliate.  A no-follow tag is appended to Convert Stars’s Tracker.  Affiliate is prohibited from making any                     changes to the code or Tracking URL.

II. AFFILIATE OBLIGATIONS AND MARKETING RULES

   A. The Affiliate shall always engage in conduct that represents the standards of the Participating  Brand(s), which is that of quality, trusted, secured,                     fair, honest, regulated and provides superior customer service.

   B. The Affiliate shall not permit its employees, agents, independent contractors, and representative to capture and retain personal information of                            Patrons (including Qualified Patrons), potential or otherwise, and shall not allow employees, agents, independent contractors, and representatives to              use personal mobile devices or computers for Patrons, potential or otherwise, to establish a Convert Stars account or enter any personal information                of such Patrons.

   C. The Affiliate will be solely responsible for the operation and content of the Affiliate’s Site, including its compliance with all the requirements of these                Terms.  The Affiliate will be solely responsible for ensuring the Affiliate Site and all content thereof is original or otherwise permitted to be published                  by the owner thereof, and complies with the applicable laws, regulations, and policies relating to Affiliate Site and to the content and nature of                          advertising or marketing, including, but not limited to, CAN-SPAM, TCPA, applicable consumer protection laws, and all/any regulation relevant to                        advertising a gambling product.

   D. The Affiliate shall keep the Affiliate Site and any other website, electronic medium, or mobile application where the Affiliate publishes the Link on, up                  to date and in good working order, ensure that the quality of the design, content, and functionality does not materially deteriorate, and ensure that all              content, marketing, and advertising activity  complies with all relevant laws, codes of practice and any guidelines, supporting documents, and training              material that (may) be provided by Convert Stars for the Term.

   E.  The Affiliate will not make any claims, representations, or warranties in connection with Convert Stars, Convert Stars Services, or the Convert Stars                  Website or Mobile Application and is not authorized to make any commitment or assume any liability or obligation on Convert Stars’s behalf.

   F.  The Affiliate shall use all reasonable commercial efforts to market and promote the Convert Stars participating brands and shall refer potential                            Qualified Patrons and traffic, excluding Fraud Traffic, to the Convert Stars participating brand’s platforms. Excluding the Link, the Affiliate will be solely              liable for the content and manner of such marketing activities.

   G. The Affiliate will be solely liable for the content and manner of marketing activities. All such marketing activities must be professional, proper, and                      lawful under applicable rules, regulations, or laws (including any laws in relation to the content and nature of any advertising or marketing and                            otherwise comply with these Terms. Affiliate shall not:

      (1) Operate an Affiliate Site or place Marketing Materials or publish a Link on any online site or other medium which is any way unlawful,                       noncompliant with any applicable laws and/or regulations, harmful, threatening, defamatory, obscene, harassing or racially, ethnically                   or otherwise objectionable, which may include, amongst other things, any of the following: (i) pornographic or obscene content; (ii)                       speech, or any pictures, that are offensive, profane, hateful, threatening, harmful defamatory, libelous, obscene, harassing or                                   discriminatory (whether based on race, creed, nationality, ethnicity, religion, gender, sexual orientation, age, disability or otherwise); (iii)                   graphic violence; (iv) any unlawful behavior, including without limitation including any illegal gambling content; (v) that any portion of                   the Affiliate site is designed to appeal to minors under the age of 18 and may have any adverse and negative effect on their nature as                   content designed for minors, or that is, in Convert Stars’s sole discretion otherwise unsuitable.

      (2) Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of                     marketing of Convert Stars, the Convert Stars Website or Mobile Application to any persons who are less than 18 years of age (or such                   higher age as may apply to engage in Convert Stars Services in the jurisdiction where Affiliate is targeting).                                             

      (3) Breach the Marketing Rules.

      (4) Use Marketing Materials or publish the Link in a manner that may potentially confuse a Patron or potential Patron or is misleading to a                    Patron or potential Patron.

      (5) Place Marketing Materials on any online site or other medium where the content and/or material on such online site or medium that:

            (i) Infringes or aids in the infringement of any third party IPR;

            (ii) Copies or resembles any site in whole or in part that is not owned by Convert Star’s Brands;

            (iii) Disparages Convert Stars or otherwise damages Participating Brand(s) reputation in any way; or

            (iv) Frames any page of any site in whole or in part that is not owned by Affiliate.

      (6) Place any Marketing Materials or publish the Link on any chat forum, newsgroup, message board, guestbook, comments section, or on                    any site that does not permit commercial gambling advertising without an expressed agreement with the site owner or operator.

      (7) Distribute marketing materials or publish the Link in any communication which could be considered Spam or other unauthorized                            solicitation.

      (8) Cause the Convert Stars Website and/or participating brands websites (or any parts or pages thereof) to open in a Qualified Patron’s                    browser (or anywhere else used for accessing the participating brands) other than because of the Qualified Patron clicking on the Link.

      (9) Attempt to intercept or redirect (including via user-installed software) traffic from or on any online website or other place that is an                        authorized marketing affiliate of participating brands.

      (10) Use any means (other than the Link) to promote the Convert Stars participating brands and Mobile Application that resemble in any                       way the look and/or feel of either the Convert Stars Website or Mobile Application, whether in whole or in part.

      (11) Use Convert Stars’s and/or participating brands Marks or any IPR or any third-party accounts, copyrights, trademarks, and other third-                    party IPR in an unauthorized manner, including bidding on any of Convert Stars’s and/or participating brands Marks as part of a pay-                    per-click program or campaign with any search engine or other entity that is not authorized by Convert Stars.

      (12) Attempt to communicate to Patrons (including Qualified Patrons), whether directly or indirectly, to solicit them to move to any website                   or mobile application other than the Convert Stars participating brands Website or Mobile Application.

      (13) Intentionally market or promote the Convert Stars participating brands, Mobile Application, or Convert Stars Services within the                               Restricted Territories.

      (14) Offer prospective Patrons any cash back, promise, warrantee, guarantee, or rebate without the direct and written approval of the                            Brand(s).

  H. The Affiliate may publish the Link on any website, application, or other medium (Social Media’s etc..) subject to the following requirements, that include,          but are not limited to:

      (1) Displaying the Link on the Affiliate’s website, mobile or web-based applications, and/or other electronic mediums controlled by the                       Affiliate.

      (2) Sending the Link to a potential Qualified Patron by embedding it in an e-mail message.

      (3) Sending the Link to a potential Qualified Patron by embedding it in an electronic document; or

      (4) By any other means as approved in advance by Convert Stars and/or participating brands.

  I. The Affiliate is not required to seek permission from Convert Stars before placing the Link on any new medium on any other locations as long as such               placement adheres to these terms.

  J. The Affiliate acknowledges and agrees that Trackers are for Affiliate’s sole use and Affiliate shall not assign or sublicense (as appropriate) the Tracker              IDs, Bonus Codes, or any Commissions to any third party without Convert Stars’s prior written consent.

  K. The Affiliate understands and accepts that as provided in this section, Convert Stars has a zero-tolerance policy for Spam or any traffic deemed to be              stolen.  Affiliate acknowledges that Convert Stars may terminate the services of Affiliate pursuant to these Terms and Affiliate shall cease and desist                any further activities pursuant to these Terms if Convert Stars has reasonable information demonstrating Affiliate has sent or distributed Spam without          proof that opt-in consent has been obtained as per all applicable laws and regulations and that communications sent were in accordance with such                  opt-in consent.  Any upheld complaints about Spam sent or distributed by Affiliate will result in the immediate termination of Affiliate’s business                        relationship with Convert Stars as governed by these Terms and the forfeiture of any Commissions owed to the Affiliate.

  L. Affiliate shall comply with and ensure that its directors, officers, employees, agents, independent contractors, and representatives comply with any and           all marketing compliance materials, guidelines, and training provided by Convert Stars and prepared in accordance with the guidelines provided by the             applicable gaming authorities and any other regulatory bodies charged with licensing or monitoring the marketing practices of Internet or mobile sports           wagering or casino gaming in jurisdictions where Convert Stars operates.

  M. If Convert Stars determines, in its sole discretion, that Affiliate has engaged in any of the activities prohibited in this section, Convert Stars may                       (without limiting any other rights or remedies available to Convert Stars) withhold any Commission or fees to the extent that they are equivalent to the            loss to Convert Stars caused by such breach and/or terminate the business relationship with Affiliate governed by these Terms immediately upon                      written notice to Affiliate.

III. PAYMENTS AND REPORTING

   A. Reporting: All reporting is in USD through its’ third-party software provider Mexos.  Convert Stars will track and report Qualified Patron activity for the              purpose of calculating Affiliate’s Commissions.  Such data is accessed by the Affiliate logging into their Convert Stars Account online.  Data may                        include: the number of new Qualified Patrons that signed up in a month per Tracker, Gaming results, and/or the total amount net due (“commission”) to          Affiliate after any deductions or offsets  that Convert Stars is entitled to make under these Terms.  Convert Stars hereby excludes any and all liability for          the accuracy or completeness of any such reports generated by third-party software suppliers, OR, that may include, but are not limited to tracking                  errors, dropped trackers/cookies, loss of data, broken landing pages, activity miscalculations and/or over and under calculations.

   B. Payments: Unless otherwise specified in the Term Sheet, Convert Stars shall pay a USD Commission due to the Affiliate on monthly basis. This means,             each reporting and earnings month runs from the 1st day to the last day of a month. Approved Commission earnings must be requested by the Affiliate             using their Convert Stars Affiliate account online. Payment of commissions may be requested from the 15th day onward following the close of the prior             month.  Payments requested shall be paid within 30 days of the request date; but no later than 45 days from the close of the prior month.  (Generally,               commission payment requests are settled by the end of each requested month)  While rare, payments may be extended at the discretion of Convert                 Stars should Convert Stars require further time to confirm the legitimacy of the Qualified Patron(s), transactions made, and/or winnings gained.                         Notwithstanding the above, where the Commission owed to Affiliate is less than $50 USD (the “Minimum Payment”), Convert Stars may continue to roll           the Commission due over to the following month until the Minimum Payment is reached.  Affiliates may not use Convert Stars as a bank account.                       Convert Stars holds all rights to limit the amount of accumulated earnings to a maximum of $5,000 USD unless otherwise agreed between the parties.

   C. Payment minimum and methods: $50 via Skrill or Neteller (free). Bank Wire Transfers are available for a $85 fee per wire and subject to a minimum of                  $750 and KYC documents.  Please note that if you are based in the USA, Convert Stars can only send wire transfers to a company’s bank account.                      Conversion payments in EUR are available at the exchange rate which Convert Stars receives from our bank at the time of the actual payment.

   D. Commission Structures: The Affiliate will be entitled to Commission at the rates and upon fulfilment of the conditions set out on the Convert Stars                    website (or) in a Term Sheet separately agreed to between the Parties. The following options for Commission may apply:

      (1) “CPC”, “Cost Per Click” and “Click Commission” means the Commission which the Affiliate will receive for each unique Patron who follows a             Link and is directed to the Convert Stars Website or Mobile Application.

      (2) “CPA” and “Cost Per Acquisition” means the Commission which the Affiliate will receive a one-time payment for each unique Patron who                follows a Link and is directed to the Convert Stars Brand’s Website or Mobile Application and who then performs an action (to be defined                by Convert Stars) which identifies him as a potential Qualified Patron and may also include a requirement for depositing minimums and                placing Bets up to a determined monetary value.

      (3) “CPM” and “Cost Per Impression” means the Commission which the Affiliate will receive for each new impression viewed by a potential                    Qualified Patron. The amount stated will be the cost for 1,000 impressions.

      (4) “CPL” and “Cost Per Sign-Up” means the Commission which the Affiliate will receive for each new Qualified Patron that signs-up with a                    valid online gaming account at participating brands. 

      (5) “Revenue Share” means the Commission which Affiliate will receive for each Qualified Patron’s net DEPOSITED CASH losses calculated as a              percentage of the Net Revenue produced by a Qualified Patron who follows a Link and is directed to the Convert Stars Brands Website or                Mobile Application resulting in a Bet from deposited cash funds.

   E. “Net Revenue” shall mean and apply only to revenue share commission plans to the real money DEPOSITED CASH wagers collected by Convert Stars                  from Qualified Patrons generated directly through the Affiliate in respect of:

      Bets less winnings less:

      (1) Chargebacks, returns, reimbursements, and/or credits paid to Qualified Patrons;

       (2) Promotional or retention bonuses, gifts, comps, awards, jackpot bets and re-seed contributions;

       (3) Any funds confiscated due to fraudulent activity, bonus terms breaches, or Fraud Traffic;

       (4) Any other unrecoverable costs from Qualified Patrons acquired through the Affiliate Link;

      = Gross Gaming Revenue (“house earnings”)

      (5) Less –  Operational costs deduction to be applied as a total percentage of the Gross Gaming to account for any taxes imposed on the Qualified                           Patrons’ transactions, bank fees, deposit and withdrawal transaction fees, any software “PAM” platform fees, license fees paid to game                                         providers, and any fees paid for KYC and/or compliance checks for Qualified Patrons; and if applicable, any Government taxes. (For avoidance of                         doubt and clarity, the standard operational costs deduction shall be 38.5% and will be reviewed on an annual basis and subject to change if                                 warranted. Any changes to Operational costs percentages (increase/decrease) come with 45 days’ notice to the Affiliate to ensure that they                               remain accurate and reflect the actual costs incurred by Convert Stars and Brands )

       = Net Gaming Revenue 

      Multiplied by Affiliate Revenue % 

      = Affiliate Commission Payable 

   F. Negative balances: If your Qualified Patron(s) win during a month, such negatives will not be carried over to the following month.  Negative balances will         default to zero at the beginning of the following month in order to give Affiliates a fresh start for the next month.

   G. High Roller Negative Carry Over Protection: In the event a Qualified Patron(s) cause high fluctuations from month to month negatively impacting an                 Affiliate’s earnings, Convert Star’s explicitly reserves the right to a) segment a Qualified Patron as a High Roller and, b) to segment such Qualified                       Patron(s) with negative carry-over as determined for specific situations.  This is necessitated as an effort to protect an Affiliate’s general population                 earnings and therefore Affiliates will be paid for general population Patrons as customary, but negative carry-over will apply to segmented High Roller               Patron(s). While Convert Stars reserve the right to classify and de-classify any Patron as a High Roller at our discretion, the general criterion for                         determining a High Roller is if in any given month a Patron(s) generates negative revenue of $5,000 or greater for any Participating Brand, said Player(s)           can/shall be considered a high roller and subject to negative carry over protection status.

   H. Jackpot Winners: In the event a Patron wins a progressive jackpot, any subsequent Patron earnings that are not derived from a Patron’s cash deposits,            are not subject to Revenue Share commission plans.

   I.   No Commission shall be payable in respect to a Qualified Patron who is found to be acting fraudulently or fails to pass the verification process used by            Convert Stars and/or its Associated Companies as to be eligible to use Convert Stars Services, the Convert Stars Website, or the Mobile Application.

   J.  The maximum revenue share commission payable per each individual qualified patron is $10,000 USD at the commission rate provided and/or under a                term sheet.  Thereafter, the affiliate shall receive a 5% commission going forward for that Qualified Patron.

   K.  Affiliate forfeits all Commission governed by these Terms and the Term Sheet should it be found in the sole discretion of Convert Stars to be engaged in          fraudulent activity, including Fraud Traffic. Additionally, in the event that Convert Stars, in its sole, but reasonable discretion, suspects any violations of          these Terms, Convert Stars may delay or wholly withhold payment of the Commissions to the Affiliate for up to one hundred and eighty (180) days while          Convert Stars investigates and verifies the relevant matters.

   L.  Affiliate shall not be entitled to any Commission in relation to (i) any use of the Convert Stars participating brands by the Affiliate (a person), its                        officers, directors, employees, consultants, or agents and the Relatives of such persons. For purposes of this section, “Relatives” shall mean a spouse,            partner, parent, sibling, or child.

   M. All taxes due in connection with any Commission fees paid to the Affiliate are the Affiliate’s sole liability.  The Affiliate is responsible for complying with            the jurisdiction where Affiliate Services are provided.

IV. TERM & TERMINATION

   ATerm. The business relationship between Convert Stars and Affiliate governed by these Terms will take effect upon the Effective Date during the                        acceptance of these terms and conditions when the affiliate signs up for an Affiliate Account. This agreement will continue until terminated in                            accordance with these Terms and Conditions.

   B. Termination. Notwithstanding any other term, either Party may terminate the relationship between Convert Stars and Affiliate governed by these Terms           with immediate effect where:

      (1) Either Party commits a serious, material, or persistent breach of these Terms including, but not limited to, the non-performance, neglect, or            default of any obligations outlined herein as notified in writing by the non-breaching Party.  Parties may agree to permit the defaulting                  Party to cure and remedy the breach within 30 days after such notice is given.

      (2) Either Party ceases to conduct business or hold proper licenses, permits, authorizations, or approvals to conduct business.

      (3) Written notice is given to the other Party at least sixty (60) days in advance of termination for convenience.

   C. These Terms may be terminated with immediate effect by Convert Stars if Convert Stars determines, in its good faith and reasonable                     judgment that Affiliate’s Services governed by these Terms should be terminated for Just Cause, at which time Affiliate’s right to all                         compensation and benefits shall cease as of the date of termination.   As used herein, “Just Cause” shall mean (i) willful misconduct or gross         negligence in the performance of obligations hereunder, including any field marketing activities of Affiliate; (ii) breach of any provision of               these Terms, willful refusal or failure to perform the Affiliate’s obligations hereunder; (iii) Affiliate committing fraud or embezzlement in the               performance of obligations under these Terms; (iv) Affiliate’s arrest and/or conviction for a felony or serious misdemeanor crime, or a crime           of moral turpitude, at any time prior to or during the Term; (v) Affiliate cannot professionally provide the services hereunder; (vi) Affiliate’s               commitment of any act that jeopardizes any business operating license or permit held by Convert Stars or its Associated Companies, or                 causing the revocation or suspension of any such license or permit; (viii) Affiliate’s violation of federal, state, or local laws, regulations, or                 rules; or (vii) Affiliate making public defamatory or disparaging statements during the term of the business relationship governed by these             Terms regarding Convert Stars, or any of its Associated Companies, that have the effect of criticizing or projecting Convert Stars or its                     Associated Companies in a negative light.

   D. In the event Convert Stars terminates the relationship with Affiliate pursuant to these Terms, Convert Stars shall be entitled to automatically            and immediately render any Links provided to the Affiliate inoperable.  Convert Stars, in its sole discretion, may leave open, redirect, or                    deactivate any Trackers and/or Tracker URLs without any obligation to pay Affiliate for Patrons who subsequently become Qualified Patrons.

   E. The termination of the business relationship between Convert Stars and Affiliate shall end the Affiliate’s association with Convert Stars and its         Associated Companies.

   F. In addition to its right to terminate, Convert Stars may, at its sole discretion and without prejudice to its further rights and remedies, suspend          this these Terms as they apply to Affiliate.  During the period of any suspension, Convert Stars may withhold the payment of any Commission.        Provided that they are not required to be withheld under these Terms, payment of any withheld Commission will be made to the Affiliate                when suspension has been cancelled and rescinded.

   G. Upon termination of the business relationship between for any reason: (a) each Party shall return to the other party all property of the other           party in its possession or control (including all Confidential Information); (b) the Affiliate shall immediately cease displaying any Links, the               Convert Stars Website and/or the Mobile Application, the Convert Stars Marks, and any other names, marks, symbols, copyrights, logos,                   designs, or other proprietary designations or properties owned, developed, licensed or created by Convert Stars and/or provided by or on               behalf of Convert Stars to the Affiliate pursuant to these Terms; and (c) all rights granted to the Affiliate hereunder will immediately cease.

   H. Except as otherwise provided herein, following the termination of the business relationship between Affiliate and Convert Stars governed by             these Terms, Affiliate shall be entitled to payment of all Commission as earned up until the point of termination and, if applicable, for any               Commission that will accrue during the remaining Eligibility Period stated.

   I. All clauses and Convert Stars rights shall survive the termination or expiration of the business relationship between Affiliate and Convert Stars       governed by these Terms.  For avoidance of doubt, if Convert Stars continues to permit activity from Qualified Patrons after termination, this           shall not constitute a continuation or renewal of the business relationship governed by these Terms, or a waiver of termination.

V. CONVERT STARS RIGHTS

   AWithout prejudice to any other rights or remedies available to Convert Stars under these Terms or otherwise, Convert Stars shall be entitled to offset               any payments otherwise payable by it to the Affiliate, against any liability of the Affiliate to Convert Stars, including any claims Convert Stars has                       against the Affiliate resulting from its breach of these Terms.

   B. Convert Stars may monitor the Affiliate’s Site to ensure Affiliate is complying with these Terms and Affiliate will provide Convert Stars with all data and               information to enable Convert Stars to perform such monitoring at no cost to Convert Stars.

   C. Convert Stars may, at any time, directly or indirectly, solicit Qualified Patron referrals on terms that may differ from those contained in these Terms or               operate websites that are similar to or compete with the Affiliate’s Site.

   D. Convert Stars may, at any time, directly or indirectly, enter into marketing terms with other marketing affiliates on the same or different terms as those             provided to the Affiliate in these Terms and the Affiliate acknowledges that such marketing affiliates may be competitors to Affiliate.

   E. For an Affiliate on Revenue Share Commission Plans (either entirely or partially in combination with another form of Commission) that refers a minimum          six (6) or fewer Qualified Patrons to Participating Brands during any 90-day period, OR, refers less than 30% of the Affiliate’s prior 90-day average of                Qualified Patrons. Convert Stars reserves the right, and at our sole discretion, to adjust the Revenue Share percentage of Net Revenue to 10%,15%,20%          or 25% until the Affiliate account is in good standing for 90 continuous days.  Thereafter, should the Affiliate not refer Qualified Patron’s for a 365-day              period, Convert Stars reserves the right to terminate all Revenue Share commission plans and agreements.

   F. For an Affiliate on Revenue Share Commission Plans (either entirely or partially in combination with another form of Commission) that have inactive                  Qualified Patron’s that do not deposit or wager for a period of seven (7) months such Qualified Patron shall be deemed lost/inactive and be removed                from the Affiliate’s commission plan.

VI. DATA PROTECTION

   A. Parties acknowledge and agree that any information Affiliate stores, processes, or transmits on behalf of Convert Stars shall be deemed Confidential               Information, but that Affiliate shall not store, process, or transmit any personally identifiable information under applicable law for every jurisdiction that           Affiliate conducts marketing efforts.

VII. MUTUAL CONFIDENTIALITY OBLIGATIONS

   A. Parties each undertake and convey that at no time, whether during the Term of the business relationship between the Parties governed by these Terms          or thereafter, shall they disclose or permit to be disclosed to a third person any Confidential Information which it receives from the other Party without            expressed written consent from said  Party  or as if compelled by any court or administrative body of competent jurisdiction, in which case the Party                required to disclose Confidential Information will give the other Party reasonable advance notice of any such required disclosure to the minimum                      required by the law or regulation and notify the third party recipient of such information of the confidential nature thereof.

   B.  Where either Party provides services to the other Party through a delegate such as an employee, consultant, or subcontractor, that Party will ensure                 that the said delegate is bound by terms of confidentiality, not less restrictive than these Terms.  Affiliate shall be responsible for any breach of these            Terms, including this section, by its employee, consultant, or subcontractor.

   C.  Notwithstanding anything else to the contrary, Convert Stars shall be entitled to disclose information, including Confidential Information, relating to                 the services to be provided by Affiliate or the identity of Affiliate to regulators having jurisdiction over Convert Stars’s business.

   D.  The provisions of this Clause VII shall survive the expiration or earlier termination of any relationship between the Parties governed by these Terms.

VIII. INTELLECTUAL PROPERTY

   A. Other than the payment of the Commission accrued, Affiliate shall not have any rights relating to any Qualified Patrons and shall not be entitled to any             further consideration.

   B. Each Party shall retain ownership of its own IPR and acknowledge that any third parties and their licensors shall retain ownership of all their respective            Third Party IPR..

   C. Affiliate warrants that it is the rightful owner of the Affiliate’s IPR and/or has secured all requisite licenses, permission, and consent from third parties for         use of any Third Party IPR by the Affiliate and that it is legally authorized to provide such IPR for Convert Stars’s use.

   D. Affiliate grants to Convert Stars a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable license to use,               reproduce, copy and/or modify the Affiliate’s IPR for the purpose of enabling the Affiliate to provide Affiliate Services in accordance with these Terms and         to enable Convert Stars to engage in its own separate marketing and advertising activities.

   E. Affiliate shall use reasonable efforts to procure for Convert Stars a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable, non-                           sublicensable, revocable license to use any Third Party IPRs for the purpose of enabling the Affiliate to provide Affiliate Services to Convert Stars in                   accordance with these Terms.

   F.  The Convert Stars Website, Participating Brands, all Mobile Application, and any content thereon, including all of Convert Stars’s marketing and/or                      promotional materials and demographic and other information and data therein, Qualified Patrons, and any other IPR attached and/or related thereto                and any derivatives and/or modifications thereof, are and shall remain the sole and exclusive property of Convert Stars and/or its licensors. Nothing in              these Terms shall confer in the Affiliate any rights of ownership and all use thereof by the Affiliate shall inure to the benefit of Convert Stars.

   G.  Any use by the Affiliate of content or materials that fall under the scope of Convert Stars’s and/or its Associated Companies’ IPR, can only be carried                 out by the Affiliate in relation to these Terms and any such use is conditional upon the prior approval and/or instruction of Convert Stars with regard to           the proposed use of Convert Stars’s and/or its Associated Companies’ IPR.

   H. Termination or expiration of the business relationship between Affiliate and Convert Stars governed by these Terms shall extinguish or affect any IPR                 granted or established herein over Convert Stars’s IPR, the Convert Stars Website, and the Convert Stars Mobile Application.

IX. AVAILABILITY AND SECURITY

   A. While Convert Stars and its participating brands shall make every reasonable effort to ensure the availability and security of the participating brands                 platforms, Convert Stars makes no guarantee or warranty of any kind, whether express or implied, as regard to any of the following:

      (1) The uninterrupted or stable availability or accessibility of the Convert Stars Website, participating brands or any of the content therein.

      (2) The suitability or compatibility of the Convert Stars Website, participating brands, or any of the content therein with any computer system,               software, or information storage or retrieval system.

      (3) The security of the Convert Stars Website, participating brands, or any of the content therein, or any information submitted by the                           Qualified Patrons.

      (4) The absence of viruses or malicious software or machine reasonable code anywhere on the Convert Stars Website, participating brands,               or the content therein.

   B. Affiliate acknowledges that the Convert Stars Website and participating brands may include links to other online resources provided by third party                    providers.  Convert Stars does not operate or monitor these online resources or their content and assumes no responsibility or liability for any third-                party content or the availability of such content.

X. INDEMNIFICATION

   A. The Affiliate shall indemnify and hold harmless Convert Stars and participating brands against any loss or damage, demands, claims, costs, expenses               and liabilities (including but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and any taxes or duties                         thereon if applicable) suffered or incurred, directly or indirectly, by Convert Stars and/or any third party, which results from the Affiliate’s or any of the               Affiliate’s Associated Companies’ breach of these Terms or their failure to abide by any of these Terms.  This clause will survive termination of the                     business relationship between Affiliate and Convert Stars or these Terms for any reason.

    B. The Affiliate shall indemnify Convert Stars in full for any loss or damage, demands, claims, costs, expenses and liabilities (including, but not limited to,              consequential losses and loss of profit, reasonable legal costs and expenses and any taxes or duties thereon) suffered or incurred, directly or indirectly,          due to the receipt or use by Convert Stars of the Affiliate’s IPR or any Third Party IPR used by the Affiliate during the Term of the business relationship              between Affiliate and Convert Stars governed by these Terms, or the use of such in connection with Convert Stars’s and/ participating brands or any                content or material that falls under the scope of Convert Stars’s and/or its participating brand’s IPR.

XI. VARIATION

   A. Convert Stars may modify any of these Terms at any time and at its sole discretion. These modifications may include, but are not limited to, changes in            the scope of the available Commission, payment schedules, payment procedures, and policies affecting Affiliate.  If any of the modifications are                        unacceptable to the Affiliate, the only recourse is to terminate the business relationship between Affiliate and Convert Stars as governed by these                    Terms.  IF THE AFFILIATE CONTINUES PARTICIPATION, IT WILL BE CONSIDERED AS ACCEPTANCE OF THE AMENDMENTS(S).

   B. Convert Stars shall notify Affiliate of any amendments to these Terms in writing and/or publication of the amended terms to the Convert Stars Website.           Amendments will become effective 14 days after said method of notification, unless stated differently in the notification of amendment.

XII. LIMITATION OF LIABILITY

   A. Except as otherwise provided by law and to the fullest extent permitted by law, the following provisions set out the entire liability of Convert             Stars (including any liability for the acts and omissions of its participating brands and its and their employees, agents, and subcontractors)           to the Affiliate whether in contract, tort, statute, equity or otherwise: 

      (1) Affiliate acknowledges and agrees that (except as expressly provided in these Terms) the Links, Trackers, and Sign-Up Bonus Code are provided “as                  is”, without warranties of any kind (whether express or implied); and

      (2) All conditions, warranties, terms, and undertakings (whether express or implied), statutory or otherwise, relating to the delivery, performance,                          quality, accuracy, uninterrupted use, fitness for purpose, occurrence or reliability of the Links, Trackers, Sign-Up Bonus Code or the software or                          platform utilized for the provision of these Terms are hereby excluded to the fullest extent permitted by law.

      (3) CONVERT STARS AND/OR PARTICIPATING BRANDS MAKES NO WARRANTIES HEREUNDER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR                  IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  WITHOUT LIMITING THE                    FOREGOING, CONVERT STARS FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE CONVERT STARS                          WEBSITE, PARTICIPATING BRANDS, OR/AND CONVERT STARS SERVICES MADE AVAILABLE THEREBY DO NOT INFRINGE OR OTHERWISE VIOLATE ANY                      INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION.  IN ADDITION, CONVERT STARS MAKES NO                          REPRESENTATION THAT THE OPERATION OF THE LINKS, TRACKERS, SIGN-UP BONUS CODES, CONVERT STARS WEBSITE, OR MOBILE APPLICATION WILL                BE UNINTERRUPTED OR ERROR-FREE AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

      (4) CONVERT STARS AND/OR PARTICIPATING BRANDS SHALL HAVE NO LIABILITY UNDER THESE TERMS OR OTHERWISE FOR ANY INDIRECT,                                            CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.                    IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONVERT STARS’S MAXIMUM LIABILITY TO THE AFFILIATE UNDER THESE TERMS FOR                      ANY CLAIM OR DAMAGES ARISING WHATSOEVER WILL BE LIMITED TO THE COMMISSION ACTUALLY PAID TO THE AFFILIATE BY CONVERT STARS DURING                THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE DAMAGES.

      (5) Convert Stars shall not be liable for any delay or failure in performing its obligations or duties under these Terms which results from circumstances                   outside its reasonable control including, but not limited to acts of God, industrial action, war, fire, threat of terrorism, civil disturbance or rioting,                       pandemics, the outbreak and spread of coronavirus (COVID-19) or similar diseases, government or regulatory action, breakdown in plant or                                 machinery, or shortage of raw materials or supplies. (“Force Majeure”).

      (6) To the extent that such events do not demonstrably prevent the Affiliate from accessing, reviewing, or monitoring the mediums allowed under these                 Terms or the Affiliate Site and provided that Affiliate has shown that it has taken all reasonable measures, the Affiliate shall not be liable for any                         delay or failure in performing its obligations or duties under these Terms which results from Force Majeure.

XIII. PRIVILEGED LICENSES

   AAffiliate acknowledges that Convert Stars and participating brands are businesses that are subject to and exist because of privileged licenses issued by         governmental authorities.  If requested to do so by Convert Stars, Affiliate shall obtain and maintain any license, permit, registration, qualification,                     approval, or the like requested or required of Affiliate by any regulatory authority having jurisdiction over Affiliate, Convert Stars, or Associated                           Companies of either Party.  If Affiliate fails to satisfy such requirements or if Convert Stars or participating brands is directed to cease business with                 Affiliate by any such authority, or if Convert Stars shall in good faith determine, in Convert Stars’s sole and exclusive judgment, that Affiliate or any of its         officers, directors, employees, agents, designees, or representatives (i) is or might be engaged in, or about to be engaged in, any activity or activities, or         (ii) was in or is involved in any relationship which could or does jeopardize Convert Stars’s business or such licenses, or those of its Associated                           Companies, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, then Convert Stars shall have the right under this             section to immediately terminate the business relationship between Affiliate and Convert Stars governed by these Terms by written notice to Affiliate               without any further liability to Affiliate; provided that Affiliate shall be entitled to any amounts due at the time of such termination unless otherwise                 prohibited by any regulatory authority.

   B. Parties hereby acknowledge that it may be unlawful for a denied gaming license applicant or a revoked license (pursuant to the laws, rules, and                          regulations of gaming regulatory authorities) or a business organization under the control of a denied license applicant or a revoked license, to enter                into, or attempt to enter into, a contract with the other party without the prior approval of the appropriate gaming regulatory authorities.  Parties hereby          affirm, represent, and warrant to the other Party that it is not a denied license applicant, a revoked license, or a business organization under the control          of a denied license applicant or a revoked license, and Parties agree that the business relationship between Convert Stars and Affiliate governed by                  these Terms is subject to immediate termination by the other Party (without any liability to either Party) if a Party should become a denied license                    applicant, a revoked license, or a business organization under the control of a denied license applicant or a revoked license

   C. If applicable, prior to the commencement of work pursuant to these Terms, Affiliate agrees to promptly file the necessary forms with any gaming                         regulatory authority where Convert Stars operates or has an application pending to operate Convert Stars Services, as may be required.  Affiliate                       acknowledges and agrees that (i) the satisfaction of gaming regulatory authority requirements is a condition precedent to any payment obligations of             Convert Stars hereunder; (ii) Affiliate shall be required to maintain its license, registration, certificate, permit, or other approval with the gaming                         regulatory authority in good standing throughout the Term of the business relationship between Convert Stars and Affiliate governed by these Terms               and shall provide all required documentation to any gaming regulatory authority, whether requested of Convert Stars or Affiliate, in a timely manner;                 (iii) Affiliate will be responsible for all costs associated with any gaming regulatory authority requirements; and (iv) Affiliate shall require any of its                      permitted  subcontractors or Associated Companies to obtain a license, registration, certificate, permit, or other approval, to the extent required by                  any  gaming regulatory authority.

   D. Convert Stars shall have the right to terminate the business relationship between Affiliate and Convert Stars governed by these Terms without penalty            and without further liability to Affiliate if the terms of this section are not satisfied to Convert Stars’s satisfaction.

XIV. ANTI-CORRUPTION AND ANTI MONEY LAUNDERING

   A. Each Party hereby represents and warrants that in carrying out such Party’s responsibilities pursuant to these Terms, neither Party will offer, provide, or          promise anything of value (including money, gifts, preferential treatment, and any other sort of advantage), either directly or indirectly, to a Foreign                  Government Official (defined below) for the purposes of influencing an act or decision in that Foreign Government Official’s official capacity, or inducing          the Foreign Government Official to use his or her influence with the foreign government to assist the party, its subsidiaries or affiliates, or anyone else,            in obtaining or retaining business or securing an improper advantage.  A “Foreign Government Official” is defined to include officers, office holders, and            employees, full or part time, regardless of rank, of local governments, national governments, companies partially owned or controlled by a government,            and public international organizations, such as the United Nations or World Bank. “Foreign Government Official” also includes political parties, party                  officials, candidates for public office, and family members of Foreign Government Officials.

   B. Each Party further represents that, except as otherwise notified in writing to the other party at the time of acceptance of these Terms by Affiliate, none           of its partners, employees, agents, or contractors (as well as any partners, owners, principals, employees, and agents of the contractors) are a Foreign             Government Official.

   C. In the event that either Party has a reason to believe that a breach of any of the anti-corruption representations and warranties has occurred or will                  occur, said Party will have the right to audit the other party in order to satisfy itself that no breach has occurred. The Parties shall fully cooperate in any          such audit.

   D. In the event of a breach of any of the anti-corruption representations and warranties, the business relationship between Convert Stars and Affiliate                 governed by these Terms may be cancelled upon written notice by either party upon service of written notice upon the breaching party.

   E. Convert Stars and participating brands follow all international Anti-Money Laundering laws, rules, regulations and standards.  In the event that Convert           Stars and/or participating brands has a reason to believe that a breach of any anti-money laundering laws or standards has occurred or will occur, said             Parties will have the right to audit the Affiliate in order to satisfy itself that no breach has occurred. The Affiliate shall fully cooperate in any such audit or         face immediate termination, and the Affiliate shall forfeit any and all commissions due and/or earned at the time of termination. 

XV. NOTICE, AGREEMENT AND GOVERNING LAW

   A. Any notice required or permitted to be given pursuant hereto shall be in writing and be deemed given when delivered personally or when deposited in a           sealed envelope in Curacao mail postage prepaid, addressed to Convert Stars’s mailing address listed below or to mailing address of Affiliate provided to         Convert Stars or to such address as either party may direct by notice given to the other as provided by this sentence.  Either party may change its                     address for notices from time to time by sending a written notice of the change to the other party as set forth herein.

   B. Whole Agreement. This document supersedes any prior representations which may have been made between the Parties, whether orally or in writing.

   C. Governing Law and Venue. These Terms and any Term Sheet shall be governed by and in accordance with the laws of Curacao without regard to the                  choice of laws principles.  Venue and jurisdiction of any dispute brought to enforce the provisions of these Terms shall lie exclusively in Curacao and be            settled by ABRITRATION in accordance with the laws, rules and procedures of Arbitration proceedings in Curacao.  For all purposes, this Agreement shall          be deemed to have been negotiated and executed in Curacao.  Affiliate hereby waives any and all objections to venue and jurisdiction of any dispute                hereunder.

   D. Severability. All clauses, sub-clauses, and parts thereof shall be severable and shall be read and construed independently.  Should any part of these                  Terms be found invalid this will not affect the validity or enforceability of any other provision or of these Terms as a whole.

   E. Successors and Assigns.  All terms, conditions, and covenants contained in these Terms shall bind the Parties and their heirs, legal representatives,                 successors to title, and permitted assignees.  Any part of these Terms that by their nature that extend beyond its expiration or termination shall remain           in effect and shall apply to respective heirs, legal representatives, successors to title, and permitted assignees.

   F. Third Parties.  Nothing in these terms and conditions shall incur any rights on a third party and no third party may enforce any provision of this contract.

   G. Assignment.  Affiliate may not assign its rights pursuant to these Terms, without receiving prior written approval of Convert Stars. Convert Stars shall                have the right to assign the obligations of these Terms to a related party in its corporate group at its discretion.

   H. Acknowledgment.  Affiliate acknowledges that it has read these Terms, that it has independently evaluated the desirability of participating as an Affiliate          to Convert Stars, and that it is not relying on any representation, guarantee or statement other than as contained in these Terms or the Term Sheet.

YOUR CONSIDERATION AND ACCEPTANCE, AGREED TO BY YOU ELECTORNICALLY UPON SIGNING UP FOR A CONVERT STAR AFFILIATE ACCOUNT, ARE HEREBY EFFECTIVE ON YOUR SIGN-UP DATE.

Convert Stars c/o Omni Casino Mailing:

Groot Kwartierweg 10, Livestrong Building, Willemstad, Curacao