Referral Partner Agreement This Referral Partner Agreement (this “Agreement”) contains the complete terms and conditions by and between Sports Events 365 Ltd. (“Sports365”) and you (as defined below), the individual or entity participating in the Sports365 Referral Partner Program (the "Program"). In this Agreement, “You” or “Your” mean the applicant. Your participation in the Program and this Agreement are subject to Sports365 acceptance (as detailed below). 1. Enrollment in the Program. To begin the enrollment process, You will submit a complete Program application via one of Sports365’s Sites including but not limited to www.sportsevents365.com and/or http://www.sportsevents365.es and/or http://www.sportsevents365.fr and/or http://www.sportsevents365.de and/or http://www.sportsevents365.se and/or http://www.sportbilet.pl and/or http://www.sportsevents365.ru and/or http://www.724bilet.com and/or http://www.tazaker365.com and/or http://www.ticketingo.co.il and/or any other of Sports365 owend and operated cobranded websites to be referred herenafter as: "the Site". Sports365 will evaluate your application in good faith and will notify You of Your acceptance or rejection. Sports365 may reject your application if Sports365 determines, at its sole discretion, that your site is unsuitable for the Program. Sites not suitable for the Program include, without limitations: Sites that promote sexually explicit material; Sites that promote violence or discrimination of any kind and Sites that promote illegal activities. You should also note that if Sports365 accepts your application and Your Site is thereafter determined, at Sports365’s sole discretion, to be unsuitable for the Program, Sports365 may terminate this Agreement immediately. 2. Links to Sports365’s Site. Once You have been notified by Sports365 that Your site has been accepted into the Program, You may provide on Your Site one or more of the following types of links to Sports365’s Site: Tickets Links: You may select one or more Tickets to list on your site. A "Ticket" is any Ticket listed on Sports365’s Site. For each selected Ticket, You will display on Your Site a short description, review, or other reference. You will provide a Special Link (as defined below) from each Ticket reference on Your Site to the corresponding Sports365 web page. You may add or delete Ticket (and related links) from your site at any time without Sports365’s approval. Special Link to Sports365’s Site Home Page: You may provide a special link on your Site to one of Sports365’s Sites home pages. Upon acceptance into the Program and in order to permit accurate tracking, reporting, and referral fee accrual, Sports365 will provide you with special link formats to be used in all links between Your Site, including any Sport365's white label sites which may be operated by you, and Sports365’s Site (“Special Link”). Such special Links shall be limited to text links, banners links, search box links and any other links in the form provided or approved in advance by Sports365. You must ensure that each of the links between your site and Sports365’s site properly utilizes such Special Link formats. You will earn referral fees only with respect to activity on Sports365’s site occurring directly through Special Links. You will be exclusively responsible that each Special Link includes your affiliate ID in order to enable efficient tracking of transactions. Sports365 will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. 3. Sports Events 365 Search Engine Web Service API (a) In addition to joining the Program, you may also elect to promote Sports365 site by using an API solution, in the form of web service via simple HTTP/XML or PHP Class (the: “API Solution”). The use of Sports365 API Solution must be approved in advance by Sports365. (b) If approved, Sports365 shall provide you with its proprietary data via an API Solution which will be created, maintained, updated, and provided by and at Sports365's expense. The API Solution will be used by you to market and promote Sports365's site and services on your website. For this purpose, You will be provided with Sports365's Search Engine Web Service – API Integration Guide which will instruct you how to integrate the Sports365 Web Service. (c) You will be responsible for the development, operation and maintenance of your own Website, and for all technical operation, such as the integration of, and all other issues pertaining to the maintenance of the API Solution at your site as described in the Sports365's Search Engine Web Service – API Integration Guide. (d) The access to our API Solution is made by a personal username and password which Sports365 will allocate you. These login details are confidential and must be kept on complete secrecy. You must not share these details with any other third party not authorized to use them. (e) License - all Intellectual Property Rights related and/or connected to Sports365's site and/or its API Solution and/or any development thereof shall remain at all times at the sole exclusive ownership of Sports365. If approved, Sports365 will grant you a non-exclusive, worldwide, royalty-free license for the term of this agreement to utilize and integrate its API Solution and to use the data received from Sports365 solely for the purpose of this agreement. (f) Sports365 reserves the right to remove your API access, in any time, at its sole discretion, inter alia, in case you do not comply with Sports365's rules, regulations and policies for the use of the API Solution as determined by Sports365 and amended from time to time, such as: inactive XML access; no sufficient site content in your website; misuse of Sports365 database, inter alia, not for the purpose of promoting Sports365's site and products ; infringement of this Agreement, inter alia, due to promotion of inappropriate content as described in section 1 above, etc.