pogo.com Affiliate Program
Terms and Conditions

1. Agreement
By completing and sending the attached Affiliate Program application form or by clicking on "I Accept" below, you ("The Affiliate", "you", "your") are entering into a legal agreement with pogo.com, Inc. ("pogo.com", "we", "our") in accordance with and governed by the terms and conditions contained below. Clicking on "I Accept" below and submitting an Affiliate Program application form signifies that you have read and understood these terms and agree to be governed by them.

2. Enrollment in the Program
To begin the enrollment process, you must submit a complete an Affiliate Program application via our site (http://www.pogo.com.com/affiliates/application.html) or by clicking on "I accept" below after reading the terms and conditions. We will evaluate your application and notify you if your site is not accepted for participation in the pogo.com Affiliates Program. We retain the right to terminate this agreement at any time for any reason, including if we later determine (at our sole discretion) that your site is unsuitable for our Affiliate Program.

3. Affiliate Eligibility
To sign up to be a pogo.com Affiliate, you must be at least 18 (eighteen) years of age. THE FOLLOWING TYPES OF SITES ARE UNSUITABLE FOR THE POGO AFFILIATE PROGRAM:
— SITES THAT CONTAIN OR PROMOTE SEXUALLY EXPLICIT MATERIALS
— SITES THAT PROMOTE VIOLENCE -SITES THAT PROMOTE ILLEGAL ACTIVITES OR CONTAIN MATERIAL THAT VIOLATES ANY PROPERTY RIGHTS OR STATE, LOCAL, FEDERAL OR OTHER LAWS AND REGULATIONS
— SITES THAT PROMOTE DISCRIMINATION BASED ON RACE, RELIGION, SEX, NATIONALITY, AGE, DISABILITY OR SEXUAL ORIENTATION
You hereby agree that our acceptance of your application does not constitute a permanent or final determination of your site's present or future suitability for our Affiliate Program, but that we retain the right to terminate this Agreement at any time for any reason, including if we later determine (at our sole discretion) that your site is unsuitable for our Affiliate Program.

4. Linking to pogo.com
If we approve your application and you become an affiliate site, we will make available to you a variety of graphic and textual links that, subject to the terms and conditions contained herein, you may display as often and in as many areas on your site as you desire, subject to the restrictions below. The links will serve to identify your site as a member of the Affiliate Program and will establish a link from your site to ours (or to an intermediary). We provide access to a toolkit with an HTML generator. You must use the generator to create your links in order to meet the criteria in these terms and conditions. You may not alter, in any manner whatsoever, the generator, banners, logos, or other content available through the link generator. We may modify, add or remove text or graphical images that we make available to you from time to time at our sole discretion. It is your sole responsibility to be aware of what links or graphics are available to you. You may not misrepresent yourself or your site as a part of pogo.com. We may, at our discretion, request that you alter the presentation of our graphics or links on your site to protect our trademarks, tradenames or images and failure to do so could result, at the minimum, in termination of this Agreement. All links or graphics associated with the pogo.com Affiliate Program must be placed solely on your site(s) and may not be placed in third party areas, such as, but not limited to, newsgroups, unsolicited emails, banner networks, chatrooms or guestbooks.

5. Ownership
pogo.com retains the right, title and interest in and ownership to its trademarks, tradenames, technology, ideas, know-how, images and other intellectual property rights ("Intellectual Property Rights"). You acknowledge and agree that such Intellectual Property Rrights shall be and remain the sole property of pogo.com. You shall not be an owner of, or have any interest in, the Intellectual Property Rights, but rather shall have a limited, revocable license for use pursuant to this Agreement.

6. Term
This Agreement shall begin on the date that pogo.com receives your application and you have agreed to these terms and conditions. This Agreement shall remain in effect until terminated by either you or pogo.com. If you breach any covenant, representation and/or any warranty of this agreement or if you engage in any activity that, in pogo.com's sole discretion, reflects poorly on pogo.com or disparages or devalues pogo.com's trademarks, tradename, reputation or goodwill, pogo.com may terminate this agreement immediately upon notice to you. Either party may terminate this agreement on 5 (five) days written notice to the other party for any reason. Such notice shall be sent to: affiliates@pogo.com. In the event that either party terminates this Agreement, you shall immediately remove all links and any other reference to pogo.com or pogo.com related materials from your Web Site and shall immediately return to pogo.com all Web Site materials provided to you by pogo.com. Any monies owed to you by pogo.com for activities before and up to the date of termination will be paid to you, unless they are determined to have been acquired by fraudulent means or as a result of a breach of this Agreement.

7. Affiliate Referral Commissions
pogo.com will pay to you a referral fee of $0.50 for each unique person you send to our site if they meet the following requirements:
— the person must register as a member of pogo.com on pogo.com's registration site
—the person must NOT have previously been a member of pogo.com
— the person must play 2 of the following games on pogo.com: Bridge, Euchre, Hearts, Spades, Video Poker, Roulette, Backgammon, Checkers, Chess.
— the person is a unique and real person.
The commission rates and requirements are subject to change at any time, in our sole and absolute discretion. Commission payments will be made quarterly, on all events generated by your site that qualify for payment during that period. If the referral fees payable to you for any quarter are less than $25.00, we will hold those referral fees until the next quarter's payment schedule and until total amount due is at least $25.00 or until this Agreement is terminated. If pogo.com's records show activity from your site that we determine is inconsistent with valid user registration and gameplay, or is otherwise unusual, then pogo.com reserves the right to withhold payment of referral fees for a reasonable time pending an investigation by pogo.com. pogo.com will promptly notify you in this event. No referral fees will be paid for any activity determined to be of a fraudulent manner or as a result of a breach of this Agreement.

8. Confidentiality
During the term of this Agreement, you may be given certain confidential information (non-public) by representatives of pogo.com, which a reasonable person would consider confidential or is marked "confidential" of pogo.com. You agree not to disclose or cause to be disclosed any confidential information received from pogo.com and that you will not use any such information for any purpose other than to carry out the rights and responsibilities of this Agreement. You agree that pogo.com owns all rights to all information that is collected or created in connection with this Agreement including any contact information collected from any person who enters our site from a link from your site and any information regarding click-through rates, registrations, or game play. pogo.com grants you a revocable, royalty-free limited license, subject to the terms and conditions of this Agreement to use information such as, click-through rates, registrations or gameplay necessary to fulfill your obligations under this Agreement and for your internal research purposes and you agree not to disclose or cause to be disclosed any of this information to any third party.

9. Privacy
pogo.com is committed to respecting our customers' privacy and you warrant that you will uphold privacy policies that meet or exceed our pogo.com's standards. If you do not currently have a formal privacy policy posted on your site, you agree to adopt pogo.com's privacy policy as your own.

10. Warranties
pogo.com warrants that it has full power and authority to enter into this Agreement, but pogo.com does not warrant that the links or graphics provided to affiliates will meet all of the affiliate's requirements or that the performance of the links or graphics will be uninterrupted or error-free. pogo.com makes no other warranty of any kind, whether express or implied. You warrant that you have full power and authority to enter into this Agreement and that the content and/or technology used in connection with your site or the means that which users access your site, are owned, validly licensed for use by you or are in the public domain and does not infringe or violate any copyright, patent, trademark or other intellectual property right or rights of any person or entity and does not result in consumer fraud, product liability or breach of contract in which you are a party or cause of injury to a third party. You further warrant and represent that your site meets the eligibility requirements of pogo.com's Affiliate Program.

11. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site and without any obligation to provide notice other than posting such change notice or new agreement. Modifications may include, for example, and without limitation, changes in the scope of available referral fees, fee schedules, payment procedures, and Affiliate Program rules. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications.

12. Relationship of Parties
pogo.com and the affiliate are independent contractors, and nothing in this agreement will create or imply any partnership, joint venture, agency, franchise, or employment relationship between pogo.com and the affiliate. You will have no authority to make or accept any offers or representations on pogo.com's behalf. You will not make any statement, whether on your site or otherwise, that would reasonably contradict anything in this section, either expressly or implied.

13. Limitation of Liability
POGO.COM WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ( INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE PROGRAM UNDER ANY CAUSE OF ACTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. FURTHER, OUR TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER TO THIS AGREEMENT.

14. Indemnification
You hereby agree to indemnify, defend and hold harmless pogo.com, its shareholders, officers, directors, employees, agents, and affiliates, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever ("Claims") incurred or suffered by us in so far as such losses (or actions in respect thereof) arise out of, are related to, or are based on i) the breach of any representation, warranty, or covenant made by you herein or in your application; ii) or any claim related to your site;, or iii) misrepresentation of our product and services. pogo.com reserves the right to control the defense of any such Claims.

15. Miscellaneous
This Agreement shall be governed by the law of the State of California, without reference to conflict of laws principles. Notwithstanding any termination of this Agreement, the following provisions shall survive Sections 5, 8, 9, 13, 14 and 15. All other rights and licenses granted hereunder will cease upon termination. You may not sell, transfer, assign, or subcontract this agreement or any right or obligation set forth herein, without the prior written consent of pogo.com . pogo.com may assign or transfer this Agreement at any time at our sole discretion. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.