MEMBER REWARD PROGRAMS

To participate, you must be an active Member in good standing with Vegas Affiliates. Members participating in any reward program agree to be bound by the decisions of Vegas Affiliates, which will be final and binding in all respects. All interpretations of the Rules and decisions by Vegas Affiliates are final.

Vegas Affiliates reserves the right to terminate any and all Member Rewards programs for any reason, including, but not limited to, if for any reason the Rewards Program is not capable of running as planned or if the administration, security, fairness, integrity, or proper conduct of the Rewards Program is corrupted or adversely affected, including by reason of infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond Vegas Affiliates' control. Vegas Affiliates reserves the right to cancel, terminate, modify or withdraw the Reward Program without prior notice and without liability to the Member.

All taxes, fees, and surcharges, if any, on Rewards are the sole responsibility of the prizewinner. Acceptance of a prize constitutes permission for Vegas Affiliates and its advertising and promotional agencies to use the recipients name, photograph and/or likeness for advertising and promoting and publicizing the services of Vegas Affiliates in any medium without compensation, unless otherwise prohibited by law.

Members release and hold harmless Vegas Affiliates and their Merchants and their respective members, subsidiaries, directors, officers, agents, employees, and all others associated with the development and execution of the Reward program from any and all liability with respect to or in any way arising from the Reward program and the awarding, use or misuse of the prize, including liability for personal injury or damage to property including any injury or damage to Member's or any other person's computer.

CONFIDENTIAL INFORMATION

As used herein, "Confidential Information" shall mean all oral or written information, of whatever kind and in whatever form, relating to past, present or future products, software, research, development, inventions, processes, techniques, designs or other technical information and data, and marketing plans (including such information of third parties that a party hereto is obligated to hold as confidential), provided that such information has been reasonably identified as or could be reasonably considered to be proprietary or confidential, that either party:

(a) may have received prior to the date of this Agreement, whether directly from the other or indirectly from third parties; or (b) may receive hereunder from the other.

Each party agrees that, with respect to its receipt of Confidential Information of the other party, it shall:

(i) use the same care and discretion to prevent disclosure of such Confidential Information as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care;

(ii) accept such Confidential Information and use such Confidential Information only for the purposes permitted hereunder; and

(iii) restrict disclosure of Confidential Information solely to those of its employees and agents who have a need to know and are obligated not to disclose such Confidential Information to any third parties.

The foregoing restrictions shall not apply to information that:

(a) is or hereafter becomes part of the public domain through no wrongful act, fault, or negligence on the part of the recipient;

(b) the recipient can reasonably demonstrate is already in its possession and not subject to an existing agreement of confidentiality;

(c) is received from a third party without restriction and without breach of this Agreement;

(d) was independently developed by the recipient as evidenced by its records; and

(e) the recipient is required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the recipient shall first have given notice to the disclosing party and shall give the disclosing party a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. The termination of this section 4 shall survive the termination of this Agreement.

LIABILITY

The Member acknowledges that Vegas Affiliates does not advocate or endorse the purchase or the use of any services offered by the Merchant through the Merchant's sites or through its software, nor does it guarantee the quality, fitness, or results of any such service or compliance with any law or regulation. The Merchant represents and warrants that:

(a) The Merchant has the right to enter into this Agreement and to grant the rights and licenses granted herein; and"

(b) The Merchant's software, and the reproduction, distribution, transmission, public performance and public display of the Merchant's Material in connection with the Member site, do not:

(i) invade the right of privacy or publicity of any third person; or

(ii) contain any libelous, obscene, indecent or otherwise unlawful material.

The Member represents and warrants that:

a. The Member has the right to enter into this Agreement;

b. The Member site does not, and the reproduction, distribution, transmission, public performance and public display of the Member Materials as permitted herein, do not:

(i) invade the right of privacy or publicity of any third person,

(ii) contain any libelous, obscene, indecent or otherwise unlawful material, or

(iii) infringe any patent, copyright or trademark right in any jurisdiction; and

c. The Member has received no notice of such invasion, violation or infringement of rights.

d. The Member shall not deploy or use any Unsolicited Mass Communications, also known as "spam". Should it become evident to Vegas Affiliates that the Member does not adhere to this obligation, Vegas Affiliates shall have the right to terminate this Agreement immediately in addition to other remedies available to Vegas Affiliates at law. Moreover, should the Member use spam, Vegas Affiliates will close all account(s) of the Merchant Company and withhold funds immediately.

TERM AND TERMINATION

The term of this Agreement will begin when you download a banner and link it to our site or the Merchant's Site(s) 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. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification. Upon termination The Affiliate is to remove any and all material related to the Merchant Site(s).

Should there be no reasonable marketing activity on the part of the Member for over sixty days this Agreement will be deemed to have been terminated by the Member (Applicable only to new member accounts created after 1st September 2009).