Operating Agreement - BingoPaycheck

1. Overview of BingoPaycheck
To participate in the BingoPaycheck program, you have indicated your agreement to do so by clicking the "Submit" button on the sign-up form. By downloading any of the banners and placing them on your site, or accepting any reward, bonus or commission, whether contained in this agreement or elsewhere on our website, you are deemed to have agreed to be bound by all terms and conditions as laid out in this agreement.

If you do not wish to accept all terms and conditions in this agreement, please do not utilize any creative or information pertaining to any affiliate program listed on BingoPaycheck.

Please do not register a site that is considered unsuitable as this will immediately terminate this agreement. See below for some of the criteria of an unsuitable site.

2. Definitions
"Affiliate Program" - is a program owned and operated by BingoPaycheck as a marketing agent only for a third party bingo operating company which the Affiliate can join.

" Real Player" - is a person who registers with a participating merchant and makes a valid real-money purchase.

3. Policies
Your membership in BingoPaycheck and your participation in the affiliate program will be temporarily revoked and any pending commissions will be withheld, pending a review, if you are caught spamming. Spamming is not allowed and will not be tolerated! You need to be aware that merchants on BingoPaycheck are liable to incur expenses in dealing with spam-generated mail and these same expenses will be deducted from your account should recourse be sought. In this instance, compensation will be determined fairly. We do not allow leads/sales from spamming or listing on newsgroups, or any other fraudulent method. In the event any of the above conditions exist, we will invalidate all current traffic and terminate your account without notice.

Should these expenses not be covered by funds in your account we reserve the right to investigate alternative means for obtaining payment including recourse to file a claim against you for unpaid amounts. Should you require further information regarding our spam policy, or wish to report an incidence of spam, please contact support@bingopaycheck.com.

4. Relationship of Parties
You and BingoPaycheck are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.

5. Disclaimers
We make no express or implied warranties or representations with respect to the BingoPaycheck website or the affiliate programs (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Due to the policies governing the Affiliate Programs on BingoPaycheck, we reserve the right to refuse or restrict applications from or sending traffic from the following countries.

Albania, Armenia, Azerbaijan, Belarus, Bosnia And Herzegovina, Bulgaria, Croatia, Czech Republic, Denmark, Estonia, Hungary, Indonesia, Jiangsu, Kazakhstan, Latvia, Lithuania, Malaysia, Pakistan, Republic Of Moldova, Romania, Russian Federation, Slovakia, Slovenia, South Africa, Ukraine, Uzbekistan, Yugoslavia.

Furthermore the Affiliate Program reserves the right to close Real accounts registered from certain countries. This policy was introduced after high volume credit card fraud originated in these countries.

The countries are: Albania, Armenia, Azerbaijan, Belarus, Bosnia And Herzegovina, Bulgaria, Croatia, Czech Republic, Estonia, Hungary, Indonesia, Jiangsu, Kazakhstan, Latvia, Lithuania, Malaysia, Pakistan, Republic Of Moldova, Romania, Russian Federation, Slovakia, Slovenia, South Africa, Ukraine, Uzbekistan, Yugoslavia.

6. Representations and Warranties
You hereby represent and warrant to us as follows:
- This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
- The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other right of any person or entity.

7. Limitation of Liability
We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or BingoPaycheck, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the BingoPaycheck Program's will not exceed the total commissions paid or payable to you under this Agreement. We can assume no liability in the event our merchant declines payment or contract with BingoPaycheck for whatever reason.

8. License Ownership & Use of Trademark
We grant you a non-exclusive, non-transferable, revocable right to access our site and those of participating merchants through the display of creative materials solely in accordance with the terms of this Agreement, for the sole purpose of linking your site to a participating site, solely for the purpose of identifying your site as a participant in a BingoPaycheck Affiliate Program. You may not alter, modify, or change the Links in any way. You are only entitled to use the Links to the extent that you are a member in good standing of BingoPaycheck. We may revoke your license any time by giving you written notice.

9. Affiliate Obligations
By agreeing to participate in any available affiliate program on BingoPaycheck, you are agreeing to place banners, text or other creative materials on one of your sites, or to utilize it in email promotion. We will terminate this agreement immediately if there is any form of spamming or if you discredit any parties through false advertising. You shall not make any claims, representations, or warranties in connection with us or participating merchants.

By this Agreement, we grant you the non-exclusive right to direct customers to participating sites and services, in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege to assist BingoPaycheck in the provision of services arising from your referrals, and we obviously intend to contract with and obtain the assistance from others at any time to perform services of the same or similar nature as yours. You shall have no claims to commissions or other compensation on business secured by or through persons or entities other than you.

Without our prior written approval, you will only use our approved creative materials and will not alter their appearance. The appearance and syntax of the links are designed and designated by us and constitute the only authorized and permitted representation of participating sites.

You will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes damage. Should fraudulent activity arise through a person directed to a site via your link, we retain the right to retract the commissions paid to you at any time. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge. Even if you have not knowingly generated such traffic, we reserve the right to withhold referral fees with respect to such traffic.

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

You will submit all URL's that you will be using in your affiliate marketing for our approval.

10. Merchant Obligations
We will register your customers and will track their purchases in co-operation with our Merchant partners. The Merchant reserves the right to refuse customers (or to close their accounts) if necessary to comply with any requirements they may periodically establish.

We will track all customers' play and will supply reports to you on all of their activity.

We will pay you commissions, as laid out on our site, for all legitimate customers after they open an account with a participating merchant. The basis for the fee is dependant on the program you have signed up for.

We will pay your commission on a monthly basis. All payments of any fees earned by you in the previous month are completely processed by the 15th day of the new month, by check, to the postal address you provided when you signed up, or to any new postal addresses submitted at a later stage. All payments will be made in United States Dollars.

11. Termination
The term of this Agreement will begin when you establish an affiliate link from one of your sites to a participating merchant's site and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY.

Upon termination:
- You must remove banners from your site and disable any links from your site to ours or theirs.
- All rights and licenses given to you in this Agreement shall immediately terminate.
- You will be entitled only to those unpaid commissions, if any, earned by you on or prior to the date of termination. You will not be entitled to commissions occurring after the date of termination.
- If you have failed to fulfill your obligations and responsibilities, we will not pay you the commissions otherwise owing to you on termination.
- We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
- If we continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
- You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of BingoPaycheck and its participating merchants.
- You and we will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination.

WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE. Unsuitable sites may include those that: are aimed at children or those below the age of 18, promote sexually explicit content, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights. Further, we may terminate this agreement if our Merchant should refuse to pay for affiliate commission for any reason at their discretion.

12. Confidentiality
Except as otherwise provided in this Agreement or with the consent of any other parties hereto, all parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business information and technology concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its 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 through a source or sources other than such party hereto or its affiliates.

During the term of this Agreement, you may be entrusted with Confidential Information relating to the business, operations, or underlying technology of our Clients and/or the affiliate program (including, for example, referral fees earned by you under the program). You agree to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless you have our prior written consent and that you will use the Confidential Information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.

13. Indemnification
You agree to indemnify, defend, and hold us and any participating merchants harmless from all claims, damages, and expenses relating to the development, operation, and contents of your site.

14. Modification
BingoPaycheck may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, and a change notice will be posted on our site. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in BingoPaycheck after a change notice has been posted will constitute binding acceptance of the change.

15. Assignment of Agreement
This Agreement and the rights and obligations herein may not be assigned by you without prior written consent of BingoPaycheck.