Partner Agreement
of
Prudential Investments Ltd.
Suite 301
1441 Caribbean Shores
Belize City
Belize
(in the following “Lottery24” for short)



1. General

1.1. Lottery24 is an internet platform operated by Prudential Investments Ltd. Lottery24 procures state lottery products and brings prospective players together to form so called play groups.
1.2. The agreement partner maintains and operates one or more websites on the internet (in the following called jointly “the website”).

2. Agreement Purpose

2.1. The purpose of the agreement is to incorporate a link made available by Lottery24 on a website, with the objective of gaining mutual benefits through this advertising alliance. It is explicitly recorded that this advertising alliance is not mutually exclusive.

2.2. Lottery24 makes the agreement partner a selection of promotional material available, such as logos, banners, graphics or texts Lottery24 also provides instructions on integrating into the website which is an integral part of the agreement. Lottery24 is authorized to change or limit the promotional material or make new promotional material available at any time. By integrating one or more of the promotional materials on a website, the agreement partner allows the users of the website to click on the respective symbol and gain direct access to the Lottery24 website and take advantage of the offers advertised there (in the following “the link”).

2.3. All expenses associated with the graphic design of the links are paid by Lottery24. The agreement partner is responsible for the expense associated with integrating the links.

3. Requirements

3.1. Lottery24 explicitly states that advertising or procuring lottery products is subject to certain legal restrictions in some states and may even be entirely prohibited. The agreement partner therefore acknowledges, in the event that the advertising or procuring of Lottery24 lottery products is prohibited, in accordance with the provisions of his home state, he will not sign this agreement and thus is not authorized to establish a link on the website. In such case the agreement partner is also prohibited from sending the online application form. In the event Lottery24 or the agreement partner should suffer losses of any type because of the agreement partner’s disregard for the relevant bans in the home state, then solely the agreement partner is liable for such losses.

3.2. The agreement partner further confirms operating the website in his or her own name and has unlimited access authorization.

4. Development of the Agreement

4.1. Lottery24 makes an online application form available which, provided the requirements stated in item 3. have been fulfilled, must be completed online and sent out by the agreement partner. After mailing the completed form, the application is checked by Prudential Investments Ltd. and if accepted, a confirmation is emailed to the agreement partner. The partner must confirm this email by clicking on the link “I agree to the partner model". Thus also the partner accepts the partner agreement.

4.2. Upon concluding an agreement the agreement partner is issued the partner identification (link code). Via the issued link code customers, who are brokered to the agreement partner website via this link are registered as well as the products purchased.

5. Licenses and Rights

5.1. With the development of the agreement, the partner acquired a non-transferable right (can be cancelled at any time) to utilize the link made available to him for purposes of creating links to the Lottery24 website. This right does not provide authority to change or alter the link, unless Lottery24 agrees in advance. The license to use the links will expire upon termination of the agreement.

5.2. Advertising materials created on your own or not offered by Lottery24 (regardless of type) may only be used upon prior written approval from Lottery24.

5.3. The copyright for the design of the links made available as part of the partner program, as well as for all other information made accessible on the Lottery24 website remain exclusively with Lottery24. A change of the URL address of the agreement partner is not a change to the agreement and does not affect the rights and obligations set forth in this agreement, however, Lottery24 must be informed of this change by email, 1 week in advance of said change.

6. Layout and Maintenance of the Partner Website

6.1. The agreement partner connects the link of his choice made available through the partner program with his website and ultimately creates a link to the Lottery24 website. With the help from the issued link code, the Lottery24 registration system identifies the customers that have been brokered via the link of the agreement partner’s website.

7. Commission

7.1. As a reward for integrating the link as defined in Item 2., the agreement partner earns a commission. The commission is based on the partner model which especially regulates the scale and the commission rates. The partner model is an integrated component of this agreement. The partner earns a commission for brokering new customers who make sales transactions. New customers are those customers who are not yet registered with Lottery24.

Customers who registered for the first time via a partner link remain assigned to this partner, even if these customers make sales transactions via I-Frame sites of other partners or directly on the Lottery24 website.


7.2. Lottery24 reserves the right to make changes to the partner model at any time (percentage, scale, etc.).

7.3. Invoicing
a) The commissions are settled at month end and paid upon expiration of the prior period posting of 4 weeks, provided a minimum amount of Euro 50.00 has been reached. After the prior period posting has passed, the invoice for Lottery24 is automatically created. (Please click on "Create Invoice" in your account). Please send the invoice via email to: partner@lottery24.net.

b) If the minimum amount is not reached during the month, the commission is carried forward to the next month until a total of Euro 50 has been reached.

7.4. The agreement partner will obtain access to his personal online statistics, in order to view at any time the current sales status and any payments due. The data records are continuously updated.

7.5. Commission on orders that are not executed or are reversed where Lottery24 is not responsible, are deducted from the commission and are settled in the subsequent invoice.

8. Lottery24 Obligations

8.1. Lottery24 will provide the agreement partner with all information necessary for integrating the links. The instructions developed by Lottery24 for integrating the links are material for this purpose.

8.2. Lottery24 manages the sales transactions completed via the link and calculates the commissions earned. Lottery24 provides the agreement partner with sales statistics and conducts the entire customer service associated with conducting the business.

9. Agreement Partner Obligations

9.1. It is the agreement partner’s exclusive responsibility for technically incorporating the links correctly. Therefore, only those links may be used that have been provided through the partner program, else no warranty for the correct registration and sales settlement may be provided.

9.2. The agreement partner responsibility refers to the technical operation of the website, especially the links to the Lottery24 website, as well as making sure that the contents of the website do not infringe upon third party rights or violate laws in any other way.

9.3. The agreement partner is responsible for the development, the operation and maintenance of his website, as well as for all material appearing on the website.
The agreement partner especially guarantees that the website does not contain violence, sexual content or discriminating statements or illustrations in terms of race, gender, religion, nationality, disability, sexual orientation or age.

9.4. The agreement partner assures that the material presented on his website does not infringe third party rights (including copyright and trademark rights, general personal rights or other rights) and that the material presented on his website are neither offensive, slanderous nor violate any other rights.

9.5. The agreement partner may not design his website in any manner that could confuse the website with the Lottery24 website, or could cause the impression that the agreement partner's website originates entirely or in part from Lottery24.

9.6. The agreement partner is not allowed to use Lottery24’s name or other designations or brands of Lottery24 in any manner other than by installing the advertising materials on his own website. Here the agreement partner is also prohibited in using designations that are similar to those of Lottery24 and that could cause confusion.

10. Term

a) The agreement may be cancelled at any time by both partners without providing reason and without a cancellation period.

10.1. In this case the agreement partner is obligated to delete all Lottery24 integrated links. The agreement partner does not have a right of retention or right to contest.

10.2. Lottery24 is obligated to settle and pay the outstanding commission due from sales. Lottery24 is entitled to offset outstanding commission to the agreement partner with possible claims due.

10.3. After agreement cancellation the agreement partner is not entitled to any further pay or other form of compensation from Lottery24.

11. Confidentiality

a) All information, especially business and financial customer and buyer lists, as well as price and sales information are treated confidentially and may not be used directly or indirectly for your own financial or other purposes.

11.1. This does not apply for such information that is commonly known or can be obtained from generally accessible sources that are not sources of the respective agreement party. Every party is entitled to forward such information if requested by judicial order, if the information to be forwarded is to individuals who are subject to legal professional secrecy, or if there is legal obligation to release such information.

11.2. E-mail addresses and all user data may only be used for internal purposes. The agreement partner is obligated to comply with the provisions of the Data Protection Act and the legal data protection provisions set forth in the Telecommunication Act.

12. Warranty and Liability

12.1. Lottery24 assures that the Lottery24 website is operated according to the current technical possibilities. There is no liability for other claims.

12.2. The liability of legal representatives and assistants of Lottery24 are limited to intent and gross negligence. The liability of Lottery24, for any reason whatsoever, is limited to the commission amount paid to the agreement partner over the last six months. If the agreement is terminated before six months have expired, then the commission paid up to date is material for calculating the damage.

13. Agreement Change

13.1. Lottery24 reserves the right to change regulations and provisions to this agreement at any time. The partner is informed about the changes by email. If the agreement is not cancelled within one week after receipt of the change, then the change is considered as accepted. Lottery24 reserves the right to assign all rights and obligations from this agreement to another company of the Prudential Investments Ltd. corporate group.


14. Severability Clause

14.1. If one of the contractual regulations should become or is ineffective, then the ineffective provision is replaced by such that comes closest to the economic purpose of the ineffective provision. The remaining provisions of the agreement will remain unaffected.


15. Miscellaneous

15.1. Amendments and changes to this agreement must be made in writing to become legally effective. There are no verbal additional agreements.

15.2. This agreement and resulting disputes are under the jurisdiction of the Prudential Investment Ltd. Headquarters. The responsible court is the court located at the company headquarters.


Belize, 2007-01-11