AFFMORE AFFILIATE PROGRAM TERMS & CONDITIONS.

Document Name	Affiliate Programme T&Cs	Version Number	v. 2.`
Document Owner	ESPORT ENTERTAINMENT (MALTA) Limited	Date	2021-03-01
Approved by	Legal Representative of ESPORT ENTERTAINMENT (MALTA) Limited Head of Affiliates Head of Legal	Amended by	COO

Please read the below Affiliate Agreement (hereinafter “T&Cs”) between ESPORT ENTERTAINMENT (MALTA) Limited and yourself as the Affiliate carefully to ensure you understand all your rights and obligations. These T&Cs regulate the relationship between ESPORT ENTERTAINMENT (MALTA) Limited and yourself as the Affiliate and upon acceptance, these T&Cs will be considered binding on you.

When you open an account on the AFFMore’s Affiliate Programme, and/or when accessing and using any of our marketing tools or accepting any reward, bonus or commission, whether contained in these T&Cs or elsewhere, You will be deemed to have read, understood and agreed to the these T&Cs. Your continued use of AFFMore’s Affiliate Programme confirms Your implicit agreement to any updates or amendments done to these T&Cs. If you do not agree to any changes to these T&Cs it is your responsibility to terminate this Agreement.

This Agreement will govern the T&Cs of the promotions by the Affiliate of Our Brands. The Affiliate will be paid a commission as defined under this Agreement depending on the traffic generated to the Brands and is subject to this Agreement.

1. Definitions

“Admin Fee” means the value of free credits, fraud adjustments or cash handed out to Referred Players by the casino or any other direct costs incurred to maintain the loyalty of a Referred Player (e.g. the cost of a gift to a Referred Player).

“Affiliate” or “you” means yourself, however organised, whether as a private individual or legal entity, who has registered and been accepted by ESPORT ENTERTAINMENT (MALTA) Limited as an Affiliate participating in AFFMore’s Affiliate Programme.

“Affiliate Account” means an account in the name of the Affiliate.

“Affiliate Link/s” means any internet hyperlinks used by the Affiliate to link from the Affiliate Website/s or any other third-party website to the Websites.

“Affiliate Network” means an individual and/or entity which You have a business relationship with and who operates for You with the intention of driving traffic to the Websites, or that You direct in any appropriate manner to the Websites and who does not have an Affiliate Account directly with ESPORT ENTERTAINMENT (MALTA) Limited but is connected to Your Affiliate Account.

“Affiliate Programme” is the Affiliate Programme operated by ESPORT ENTERTAINMENT (MALTA) Limited (hereinafter the “Company”) as the marketing and advertising service company for ESPORT ENTERTAINMENT (MALTA) Limited (hereinafter the “Operator Company”) and its Brands.

“Affiliate Websites” means the websites maintained and operated or otherwise controlled (whether directly, or indirectly) by You on the world wide web or other marketing channels and/or refers potential customers through other online or offline channels.

“Agreement” means all the T&Cs set out in this document, the T&Cs of the Commission Structures applicable to all the different products, the General T&Cs of the Company, or any other rules and guidelines set by the Operator Company or its employees.

“Applicable data privacy laws” means all applicable data protection and privacy legislation in force from time to time, including without limitation Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR), guidance and codes of practice issued by the relevant data protection authorities, and all other legislation and regulatory requirements in force from time to time which are legally binding on either Party in relation to the processing of personal data under this Affiliate Agreement.

“Approved Marketing Material” any promotional materials, such as, but not limited to banners, text and/or any other online or offline material and any associated intellectual property rights which are either provided by the Company or is consented to by the Company.

“Chargeback” means the reversal of a payment made previously to by a Referred Player or the credit card-issuing bank or any other third-party payments solution provider. Chargebacks are considered as Fraud for the purposes of calculating net revenues.

“Commission” means the income the Affiliate earns based on the promotion of the Company’s products and services and based on figures set in the agreement or otherwise agreed on, which document/s shall be construed as to be part of this Agreement.

“Company” means “ESPORT ENTERTAINMENT (MALTA) Limited, incorporated in Malta with registered company number C84747 having its registered address at Penthouse Office, 13/14 Mannarino Road, Birkirkara, BKR 9088.

 “Confidential Information” means any information of commercial or essential value relating to the use such as, but without limitation, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of the Websites, technology, marketing plans and manners of operation.

“CPA Deal” means a Cost Per Acquisitions deal whereby We pay You a predetermined amount for each Referred Player.

“Fraud” means any form of fraud committed by an Affiliate and/or a Referred Player, which in the Company’s sole opinion, is deliberately practiced by a Referred Player and/or an Affiliate in order to secure a real or potential, unfair or unlawful gain, including but not limited to:

• Chargebacks;
• Bonus abuse by a Referred Player or group of Referred Players;
• Your (or a third party’s) encouragement to a Referred Player to abuse Our bonus offers;
• Collusion on the part of the Referred Player with any other Referred Player;
• Your (or a third party’s) offering or providing unauthorised incentives (financial or otherwise) to potential Referred Players to encourage them to sign up;
• Dropping or stuffing cookies;
• A Referred Player holding multiple accounts.

“Fraud Costs” means the costs incurred (financial or otherwise) by the Company as a direct or indirect result of Fraud committed by You, Your employees, Sub-Affiliates, business partners, Referred Players, and/or third parties linked to Your Affiliate Account to whom You, as an Affiliate, have introduced.

“Intellectual Property” means any and all intellectual property rights associated with the Company or the Operator Company and any and all of the Brands, of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trade marks, word marks, database rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URL, trade names or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.

“Net Revenue Share” means the amounts due to You in exchange for the provision of the services in accordance with the conditions of these T&Cs, calculated under the profit-share model, cost-per-acquisition-model, hybrid model or fixed-fee model as the case may be.

“New Customer” means a new unique customer which has been referred to any the Operator’s Brands through any Affiliate’s websites, having made at least a minimum deposit set in Operator’s T&Cs. This excludes Affiliates, family members, associates and their relative employees.

“Operator’s Brands” or “Brands” this includes but is not limited to any of the websites owned and operated by the Operator Company under the following URLs or any of their variations: luckydino.com, casinojefe.com, justwow.com, olaspill.com, hipspin.com, vie.bet, sportnation.com. This further includes without limitation to any and all of Our trademark applications and registrations, any taglines or marketing slogans as well as any other brands (registered or unregistered) owned by Us as may be indicated to You from time to time.

“Operator Company” means Penthouse Office, 13/14 Mannarino Road, Birkirkara, BKR 9088, incorporated in Malta with registered company number C84747 having its registered address at Penthouse Office, 13/14 Mannarino Road, Birkirkara, BKR 9088.

“Referred Player/Customer” means an individual who has, for the first time and in an appropriate manner, registered for an account with the Company directly through one of Your Affiliate Websites. For the avoidance of doubt, players which are already the Company’s customers shall not be considered “Referred Players”. By opening an account with Us, any Referred Player will become Our customer and must comply with all Our applicable rules, policies, terms and conditions and operating procedures.

“Sub-Affiliate/s” means an individual/corporate entity/organisation that You have a business relationship with and who operates for You with the intention of driving traffic to the Websites, or that You direct in any appropriate manner to the Websites.

“Spam” means any unwanted or unsolicited email or SMS or any other form of communication sent indiscriminately to one or more mailing lists, individuals, or newsgroups. This shall include not having appropriate opt-ins and/or opt-outs prior to the sending of such communication and the lack of maintaining records of the same.

“Us/ We/ Our” the Company, Operator Company and all related Brands.

“Website/s” means the URLs reflecting the Brands and/or any other website belonging to, operated by or associated with Us or Our Brands, and any other website as may be added by Us from time to time.

“Your” means pertaining to you, the Affiliate.

2.1 General Information

The Company is in the business of marketing, general support services in connection with remote gaming. The Company has entered into an agreement with the Operator Company, an online betting company incorporated in Malta and licensed by the Malta Gaming Authority (MGA/B2C/522/2018 issued on 30th of April 2018), to interalia assume responsibility for the advertising, marketing and promotional aspects of the online betting business carried out under the Brands and as part of this function the Company is operating the Affiliate Programme through the mentioned Websites.

3. Becoming an Affiliate with AFFMore

3.1 Registration

Once You register to become an Affiliate, Your registration will be reviewed and You will be notified of Our acceptance or rejection, this is exclusively at our sole discretion and shall be done in a timely manner. By completing the affiliate application to the Affiliate Programme and clicking “I agree” to T&Cs, the Affiliate agrees to abide by all these T&Cs. You will then be notified by us in writing to confirm your Affiliate status; until you receive such written confirmation you may not hold yourself out to be our Affiliate and any other applicable terms of this Agreement do not apply. This includes different commission structures set by the Company. All commission structures specified herein shall be deemed to form an integral part thereof as well as the Affiliate application form. These T&Cs will overrule any additional agreements between Us and you as the Affiliate.

You are fully responsible to ensure that any and all the information and documentation provided to us is true and correct. Your information needs to be kept up to date continually. If the information provided to Us is considered to be insufficient We reserve the right to, request further information or documentation at any stage, to reject Your application and to withhold any pay-outs due. Such information or documentation is to be provided to the Company within thirty (30) days of receipt of such request and shall include but not limited to – a copy of a valid bank or reference letters/statements, individual or legal identity papers as well as proof of address statements.

In the event that You fail to the submit to the request of information or documentation, in addition to the remedies set forth in these T&Cs We reserve the right, until the requested information or documentation is fully provided, to not consider, during the intervening time, the New Customers directed to Our Websites as valid New Customers under the Affiliate Agreement and to temporarily withhold them from the Affiliate Account. In such case the Affiliate shall not be entitled to claim any potential commission that might have otherwise accrued in relation to the target country and the suspended New Customers during the intervening time.

Any auto-approvals do not imply that re-evaluations may not occur at a later stage.

Furthermore, You guarantee that You:

• are of the legal age in the applicable country or jurisdiction to agree to enter into an Affiliate agreement;
• are the owner or legal representative of the provided Affiliate Website and own all possible licenses and permits to promote Brands in the applicable country or jurisdiction;
• will comply with all the laws and regulations in connection to promote Brands;
• do shall not have a criminal record in his/her country of residence or origin.

You acknowledge that this Agreement does not grant You an exclusive right or privilege to assist Us in the provision of services arising from Your referrals and that You shall have no claims to any fees or other compensation on business secured by or through persons or entities other than You.

3.2 Acceptance and Rights

Congratulations on becoming an AFFMore Affiliate! Upon Our acceptance this Agreement has now entered into force and gives You a certain amount of rights. These are:

3.2.1 Right to direct potential Referred Customers to Our Websites

We grant You a non-exclusive, non-transferable, revocable license, during the term of this Agreement, to direct potential Referred Customers to the Website, in accordance with the terms of this Agreement. The Affiliate shall have no claim to commission or other compensation on business secured by or through persons or entities other than oneself.

Approved affiliate accounts are automatically included into the Affiliate Programme and can use Our affiliate website and marketing tools.

3.2.2 Right to use certain Intellectual Property

During the term of this Agreement, You are granted a non-exclusive, non-transferable, revocable right and license to use the Approved Marketing Material as defined below (hereinafter referred to as “Licensed IP”). The license in conjunction with the Licensed IP granted to You in terms of this Clause shall be conditional and strictly contingent upon the following:

• it may be used solely and strictly as required for you to fulfil your obligations under these T&Cs;
• it may not be sub-licensed, assigned or otherwise transferred by you to any third party without Our prior written permission;
• You may not in any manner whatsoever, modify, alter, adjust, remove, crop, manipulate and create any derivative works of the Licensed IP;
• You shall not, during the term of this Agreement or at any time thereafter, assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property rights in any action or proceeding of whatever kind or nature, and further You shall not take any action that may prejudice Our rights in the Intellectual Property, render the same generic, or otherwise weaken their validity or diminish their associated goodwill;
• You may not use the Licensed IP or any Intellectual Property in a manner that would create a confusion to customers, notably without limitation as to the origin of the marketed goods and services, portray Affiliate as forming part of Our Company or linked to Our Brand;
• You shall, at all times, fully comply with all the terms of this Agreement (including any restrictions contained herein);
• All rights, titles or interest in the trademarks, trade names, service marks or other intellectual property rights not expressly granted herein shall remain strictly with Us;
• Your use of any other Intellectual Property belonging to Us or linked to the Brand shall be strictly subject to prior written approval;
• We shall have a right to add any further additional obligations;
• We shall have a right to revoke the right as provided herein at any time and without cause and without the need of prior notice to you.

3.2.3 Right to use Approved Marketing Material

Once successfully registered as an Affiliate, you will gain access to all Approved Marketing Material. You may place said Approved Marketing Material on Your site, and/or utilize them via e-mail and/or direct marketing and/or social media and/or print media. Such rights must not create confusion as to the origin and/or nature of the goods and services provided. It will be your responsibility to ensure that the use of such Approved Marketing Material is strictly in accordance with any specifications, obligations and/or limitations in these Terms and Conditions, any guidelines issued and any Applicable Law. We reserve to request You to take down any form of use of the Approved Marketing Material which We deem to be non-compliant with this Agreement, Applicable Law or infringing Our Intellectual Property Rights within the timeframe we stipulate.

Should you be in any doubt, please contact Us before publication. All Approved Marketing Material must be kept current and You shall utilise new Approved Marketing Material forthwith after it is made available to you by Us.

3.3 Responsibilities

3.3.1
By signing up to Our Affiliate Programme the Affiliate warrants and undertakes:

3.3.1.1
if you are not an individual, the person submitting the application has the full right power and authority to enter into this Agreement on behalf of such company;

3.3.1.2
the execution of this Agreement does not violate any other agreement to which You are party or by which You are otherwise bound;

3.3.1.3
ensure the reliability and proper training of Your employees, officers and representatives;

3.3.1.4
to use Your best efforts to actively and effectively advertise, market and promote Brands within the guidelines set by Us and Our employees. Efforts undertaken will be in Our best interest and will in no way harm Our reputation or goodwill;

3.3.1.5
maintain and develop Your Affiliate Website in the best possible way. To be responsible for the development, the operation, and the maintenance of Your Affiliate Website;

3.3.1.6
to market Brands to potential New Customers at Your own cost. The Affiliate is solely responsible for distribution, content and manners of its marketing. All marketing activities must be proper and lawful in the region or area where these marketing activities takes place;

3.3.1.7
to send valid traffic and market in good faith. Registering New Customers whether directly or indirectly not in good faith (example using associates, employees, family members) shall be deemed as Fraud. You will also not attempt to benefit from traffic not generated in good faith whether or not it actually causes us damage. Where you have any reasonable suspicion that any New Customer referred by you under the Affiliate Agreement is in any way associated to bonus abuse, money laundering, fraud, or other abuse of remote gaming sites, you will immediately notify us of the same. You hereby recognise that any New Customer found to be a bonus abuser, money launderer or fraudster or who assist in any form of affiliate fraud (whether notified by you or later discovered by us) does not constitute a valid New Customer under the Affiliate Agreement (and thereby no Commission shall be payable by Us in relation to such New Customers).

3.3.1.8
ensure the use of tracking links provided by Us to ensure correct tracking of potential New Customers. Not change or modification of any marketing material may be done without Our written approval;

3.3.1.9
to prominently display as least as any other sales link on the Affiliate’s Website the Affiliate Links and if applicable to provide the any descriptive information;

3.3.1.10
to comply with the T&Cs of this Agreement and thegeneral T&Cs andprivacy policy on any of the Operator Company Brand’s Websites.

3.3.1.11
to comply with the Malta Gaming Commercial Communications Regulations(2018) ;

3.3.1.12
to ensure that (and to put in place all necessary measures to ensure that) one’s logindetails for the affiliate account are kept confidential, safe and secure at all times. Any unauthorised use of the Affiliate Account resulting from the Affiliate’s failure to adequately guard one’s login information shall be his/her sole responsibility and the Affiliate remains solely responsible and liable for all activity and conduct occurring under his/her affiliate account user ID and password, whether such activity and / or conduct was undertaken by him/her or not. It is the Affiliate’s obligation to inform Us immediately if the Affiliate suspects illegal or unauthorised use of one’s Affiliate Account. As one’s login details are confidential, the Company does not have visibility of this information and cannot provide the Affiliate with such information in case of loss.

3.4 Obligations

3.4.1
The Affiliate warrants and undertakes that it will:

3.4.1.1
not perform any abuse, discriminatory, obscene, unlawful or otherwise unsuitable act(s), which contains sexually explicit, pornographic, obscene or graphically violent materials;

3.4.1.2
not intentionally target any jurisdiction where gambling, advertising, marketing and or promoting gambling is illegal;

3.4.1.3
not operate Affiliate Websites or any other marketing channel which contain material that may give an impression or cause a risk of confusing that it is operated by Brands;

3.4.1.4
not open more than one Affiliate Account without our prior written consent;

3.4.1.5
not open Affiliate Accounts on behalf of others, transferring of Affiliate Accounts is not permitted without our prior written consent;

3.4.1.6
not register for the Affiliate Programme if Your Affiliate Website is considered unsuitable;

3.4.1.7
not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service or other search or referral service and which are identical or similar to any of the Our trademarks and Brands or otherwise include the Our trademarks or variations thereof, or include metatag keywords on the Affiliate Website which are identical or similar to any of the Operator Company trademarks and Brands. The Affiliate will not register (or apply to register) any trademark or domain name or any similar trademark or domain name which is similar to any trademark, domain name or brand used by or registered in the name of any member of Operator Company, or any other name that could be understood to designate any of Our Brands.

3.4.1.8
not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring our Intellectual Property Rights (or in any other way link to or drive traffic to Us) via any unsuitable websites (whether owned by a third party or otherwise). Unsuitable websites include, but are not limited to, those that: are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party (including for the avoidance of doubt, any illegal streaming websites);

3.4.1.9
only use marketing materials which are available on Our Affiliate Programme or has been provided by the Operator Company’s employee. The Affiliate may not use brand trademarks or other intellectual property rights without Operator Company’s or its employee’s written agreement;

3.4.1.10
immediately, upon request, return all Commissions received based on New Customers referred to us in breach of these T&Cs or relating to fraudulent or falsified transactions;

3.4.1.11
immediately give Us any and all such assistance as is required and provide us with all such information as is requested to monitor Your activity under the Affiliate Programme.

4. All about Us

4.1 Our Rights

4.1.1
We shall have the right, at our sole discretion, to:

4.1.1.1
approve or reject any affiliate application without any further notice to the Affiliate;

4.1.1.2
modify or terminate the commission deal with the Affiliate if no new players are sent to the Company within one hundred and eighty (180) days permanently close any account and immediately terminate any Affiliate agreement if You violate any of these T&C’s. We will retain any earnings from the Affiliate’s Account.

4.1.1.3
to move an Affiliate back to standard revenue share ladder from any special deals if the Affiliate fails to deliver private deal agreements e.g. Affiliate stops sending traffic or sends traffic from different sources than agreed for the private deal;

4.1.1.4
permanently terminate this Agreement if the Affiliate fails to send any New Customers within 180 days;

4.1.1.5
modify, delete and add any of the provisions of these T&Cs at any time without giving any notice to the Affiliate in advance;

4.1.1.6
may refuse any player or close a player’s account if it is necessary to comply with the Company’s and/or any of the Brands Policy and/or protect the interest of the Company;

4.1.1.7
may require Affiliates to submit fresh ‘know your customer’ documentation before a withdrawal can be accessed. If an error is made in the calculation of the commission, the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate;

4.1.1.8
may refuse any affiliate applicant and/or may close any Affiliate’s account if it is necessary to comply with the Company’s Policy and/or protect the interest of the Company. If the Affiliate is in breach of this Agreement or of the Company’s General T&Cs or other rules, policies and guidelines of the Company. The Company may besides closing the Affiliate’s account, take any other steps of law to protect its interest.

4.2 Our Responsibilities and Obligations

4.2.1
The Company shall:

4.2.1.1
provide to the Affiliate all information necessary and marketing material for the implementation of the unique tracking link;

4.2.1.2
administrate the turnover generated through Affiliates Links, records the commission amounts earned through these links and provide customer service for the customers who enter the Websites through these Affiliates Links;

4.2.1.3
pay the Affiliate on a monthly basis depending on the traffic generated subject to these T&C.

5. Payment Terms

5.1 Commissions

5.1.1
The Company agrees to pay the Affiliate a commission which is calculated on the Net Revenue Share which is generated from the Affiliate Website or through other marketing channels. A New depositing Customer is a customer who doesn’t have an account at the particular brand they are registering into, registers an account through an Affiliate Link and makes a real money deposit to the Brands gaming account. Commission includes VAT (value added tax) or any other tax if applicable.

5.1.2
The commission is a percentage of the Net Revenue Share in accordance with what is set out in the commission structures. The net revenue calculation is product specific, and all brands are combined in calculating final commission due.

5.1.3
The commission is calculated at the end of each month and payments will be paid out by the last day of the following month of each calendar month, provided that the amount due exceeds €100 for Bank Wires and €100 for Skrill. If the commission is less than the minimum requirement for the payout, it will be carried towards the following month until the minimum payment amount is exceeded.

5.1.4
Payment of commissions shall be made as per the payment method chosen by the Affiliate in the Affiliate’s account. If payment method cannot be used for any reason (for instance the bank account doesn’t exist anymore), that month’s payment will move automatically to the following month). If an error is made in calculating the commission, the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate. We will only process Bank Wire payments to banks located within the EEA area.

5.1.5
Acceptance of payment by the Affiliate shall be deemed to be full and final settlement of the balance due for the period indicated.

5.1.6
If the Affiliate disagrees with the balance due as reported, it shall within a period of thirty (30) days send an email to the Company on affiliates@AFFMore.com and indicate the reasons for such dispute. Failure to send an email within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the balance due for the period indicated.

5.1.7
The Company may delay payment of any balance to the Affiliate for up to one hundred and eighty (180) days, while it investigates and verifies that the relevant transactions comply with the provisions of these T & Cs.

5.1.8
No payment shall be due when the traffic generated is illegal or contravenes any provision of these T & Cs.

5.1.9
Any commission that is generated by users that have been self-excluded will be de-tracked from the respective partner and no commission shall be paid to the partner for the respective users’ activity.

5.1.10
For the sake of clarity the parties specifically agree that upon termination of this Agreement by either party, the Affiliate shall no longer be entitled to receive any payment whatsoever from the Company, provided that payments already due (earned and unpaid commissions) shall be paid out.

5.1.11
At the sole discretion of the Company the Affiliate may be provided with the opportunity to restructure its revenue structure. Examples of alternative revenue sources could include a CPA, Fixed fee (certain time period) or a Hybrid (any combination of these). Therefore once an Affiliate opts to accept the Company’s offer for a different revenue structure to the standard Commission Structure detailed in this Agreement, then the Affiliate is aware and hereby agrees and understands that the new proposed revenue structure shall replace his/her existing commission structure from the commissions change date of onwards. Notwithstanding the above, all the Affiliate’s obligations assumed under this present Agreement will still continue to apply to the Affiliate up until the termination of this Agreement and thereafter in accordance with the T&Cs contained in this Agreement.

5.1.12
The Affiliate shall be exclusively responsible for the payment of any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity by the Affiliate as a result of the revenue generated under this Agreement, unless the taxes are automatically deducted from the players revenues by the company. The Company shall in no manner whatsoever be held liable for any amounts unpaid but found to be due by the Affiliate and the Affiliate hereby indemnifies the Company in that regard.

5.1.13
High Rollers: If in any given calendar month, a Player from any Affiliate generates negative commissionable revenue of at least twenty thousand Euro (€20,000) then such Player shall be deemed to be a high roller (“High roller(s)”).

In calculating Commission for High Rollers; where commission earned by an Affiliate in relation to a High Roller(s) results in a negative amount in any calendar month then the Company shall have the right to carry forward any such negative amounts and the negative amounts will be applicable to and set off against any future commission payable to the Affiliate in relation to the High Roller(s) until the negative balance has been fully set off against future positive commission.

If any High Roller(s) has a negative commissionable revenue in excess of twenty thousand Euro (€20,000) in the last calendar month prior to the current unbilled calendar month then this negative commissionable revenue will be considered as negative carryover and used to calculate Commission for the current unbilled calendar month.

Provided that We have the right to exclude any and all High Rollers from an Affiliate Account at the Our sole discretion.

Provided further that all commission periods start from 0. There is no negative commission carryover between the commission periods. Commission period is always a full calendar month.

5.2 Commission Structure:

5.2.1
Commissions are paid out as a percentage of the NET Revenue Share. Net revenue is calculated as:

Net Revenue = Bets – Wins – 25% Admin Fee (Game provider fees (incl. branded game fees), Transaction Costs, Chargebacks, Jackpot Contribution fees) – Taxes (where applicable) – Bonus costs.

Whereof the Admin Fee is a value which contains the License Fee, Game Provider Fee and Platform Fee and Jackpot games contribution cost.

5.2.2
The Net Revenue Share percentage is determined by the amount of new depositing customers referred by the Affiliate within the month the commission is paid for.

Number of New Depositing Customers		Affiliate Net Revenue Share
0-5	25%
6-15	30%
16-29	35%
30+	40%

The amount of commission earned when reaching a tier will apply to all customers, also those referred to reach that tier.

5.2.3
Bonuses in this case means Paid Bonuses to the customer, not Granted Bonuses. The difference is that a Paid Bonus is a type of bonus money where the customer has actually reached the wagering requirement and/or physically received the funds in his real money wallet

5.2.4
The Net Revenue terms are specified in the relevant Commission Structures detailed herein. In the case of a future introduction of another product or brand, the Company reserves the right to modify definitions of the terms of the Net Revenue Share for each product or Brand.

6. Spam and Direct Marketing

6.1
Affiliates shall not direct customers to Brands by fraudulent activity like sending spam emails, using incorrect information on links or register as a player and make a deposit through that player account, or any other way which will artificially increase the commission or the number of generated customers;

6.2
If sending any direct marketing communications to individuals (including but not limited to email, SMS and/or push notifications) which include any of Our Intellectual Property Rights; or otherwise intend to promote Our Websites, You must:

6.2.1
obtain consent from individuals to send third party (indirect) marketing communications, state the purpose of such communication and that such purpose is properly identified to such individuals, and that their consent fully covers such communications as well as the respective channel used;

6.2.2
cross check all marketing databases against all relevant registers which individuals may have registered with to prevent them from receiving marketing communications (such as the TPS);

6.2.3
ensure that all marketing communications sent to individuals shall clearly identify the sender of such communications as well as the Brand, and shall contain simple, free and appropriate means for the recipient to unsubscribe from future marketing communications;

6.2.4
comply with (and ensure that its performance under this Agreement does not put You and/or the Group in breach of) all applicable Data Protection Laws, privacy, marketing and electronic marketing legislation, including, without limitation, Directive 95/46/EC, Directive 2002/58/EC, all national legislation implementing the foregoing Directives (including the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011, the Malta Data Protection Act and all subsidiary legislation), and (where applicable) Regulation (EU) 2016/679, and any other amendments relating to above legislation, or any new legislation pertaining to data protection, including the EU General Data Protection Regulation. Any form of processing (as defined under the GDPR) and/or storing of personal data (including without limitation any email addresses, IP addresses, opt in record information) on the Our behalf shall be covered by a separate and relevant data protection agreement;

6.2.5
immediately notify Us in the event of any breach of this Clause;

6.2.6
immediately notify Us in the event that You receive, or have a reason to believe You could receive, a complaint from an individual or a competent regulator in respect of data protection and Your marketing practices;

6.2.7
upon the termination of this Agreement or following receipt of notice of termination, immediately cease sending any marketing communications to any individuals in respect to all our Brands and products;

6.2.8
upon Our request, provide all documents, information, data or other materials required by Us to evidence compliance with these T&Cs and with any data protection and electronic marketing communications requirements (including, without prejudice, evidence of all opt-in consent received by individuals in respect of receiving marketing for the Products and/or services, when and how such opt-in consents were achieved, and the language provided to individuals to obtain such opt-in consent);

6.2.9
Any complaints related to Spam or any sort of Direct Marketing in contravention of the rules above or contained in the data protection agreement hereunder shall be deemed to be a direct violation and breach of this Agreement.

6.2.10
Should We receive any complaints or legal claims regarding Spam or Direct Marketing sent by You (or someone under Your control), all the powers and rights conferred on Us under this Clause or elsewhere in this Agreement shall apply mutatis mutandis as relevant.

7. Responsible Gaming

You will actively cooperate with Us to convey a responsible gaming message and reduce gambling addiction including (but not limited to) featuring such responsible gaming links, information or logos as required by law on the Affiliate Website.

You will not use any material or in any way target persons who are under 18 (or older where you target a jurisdiction or territory where the minimum age to partake in gambling is greater than 18). You will furthermore ensure that you are compliant with the relevant laws, regulations and codes of conduct relating to responsible gambling advertising which We are bound to comply with the respective jurisdictions, including with the EGBA Code of conduct on responsible gambling advertising.

8. Data Protection and Privacy

You shall at all times comply with the General Data Protection Regulation (GDPR) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any new or amended data protection acts, regulations or law applicable to Your territory.

Should any activity which You are carrying out pursuant to this Agreement  result  in any form of processing or storage of personal data, the relationship between Us and you will need to be assessed to ensure the role of each Party, and  thereafter a separate and relevant data protection agreement will be entered into.

You warrant that you will cooperate with Us fully and promptly in the event that We request information on your data protection practices (the Affiliate shall provide proof within 7 days of the receipt of any request) and you agree that We (as separate data controllers protecting their own interests) may monitor such data protection practices to ensure compliance with applicable Data Protection Laws.

You shall make clear to any users on your Affiliate Website, or any other website that is used by You in conjunction with this Agreement, that third parties, including Us, may be placing and reading cookies on the user’s browser or placing web beacons to collect information. You shall obtain the respective user’s informed consent to the use of such third party cookies and post a prominent link to its privacy/cookie policy which shall provide detailed information about third party cookies and an explanation as to how these can be disabled (for example, by providing information about how users can customize cookie settings in browser settings for Internet Explorer, Firefox and Chrome). You warrant full compliance, throughout the term of this Agreement with any cookie–related laws that may be applicable.

We process, as a data controller, Your own personal data as an Affiliate, including without limitation the name and surname of Your employees, email addresses, IP addresses, payment details under the following conditions:

Purpose of processing

• performance of this Agreement and fulfilment of the obligations contained herein;
• to comply with legal obligations laid down by the applicable laws;
• to pursue various legitimate interests, such as public relations and customer relations management, defense of legal or other claims.

Legal basis of the processing

• necessity for the performance of the contract;
• compliance with legal obligations;
• legitimate interests.

Recipients of the data

• payment providers and other similar processors;
• other companies related to Us;
• authorities and state bodies;
• customers, players and complainants, as the case may be;
• Legal advisors.

Transfer of the personal data

• Yes.

Retention period

Your data will be stored for the duration of the contract and following the termination of the Agreement Your data will be stored in line with the requirements laid down by the applicable laws (notably without limitation tax regulations) and in order to establish, defend and/or exercise legal claims.

Further to the above, You acknowledge that it may be necessary for the performance of this Agreement to share Your data, including Your personal data, with other companies within the Group including without limitation in order to grant or enforce the license to the Licensed IP and/or to process payments and manage the relations with the Affiliates. Likewise, You understand and acknowledge that We and/or any company within the Group may be obliged to share Your data, including Your personal data, with authorities and/or data subjects to comply with legal obligations or to exercise legitimate interests as discussed above.

Likewise, please note that to the extent that You may be deemed a data subject in terms of the Data Protection Laws and under certain conditions and in certain circumstances, You have the right to at any time:

• Request access to the personal data
• Rectification of the personal data
• Erasure of the personal data
• Restriction of processing of the personal data
• Object to the processing of the personal data
• Withdraw your consent at any time
• Lodge a complaint with a supervisory authority

9. Information Security

You are obliged to abide by the Our Information Security Policy at all times.

10. Anti- Money Laundering

If We know, suspect or have reason to suspect that any transactions in which You are directly or indirectly involved in, amongst other things, involved funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Affiliate Programme to facilitate criminal activity We will take the necessary steps according to law which may include reporting you to the concerned authorities.

You shall comply fully and promptly with any anti-money laundering related requests as We may require from You from time to time and in default of this we may terminate this Agreement without any notice.

11. Fraud

We reserve the right not to pay any commission to an Affiliate if there is a suspicion of fraud and/or if We identify that the active accounts have not verified according to the T&Cs of Our players. 

Furthermore, the Affiliate agrees to return all commissions received based on fraudulent or falsified transactions, plus all costs for legal causes or actions that may be brought against the Affiliate to the fullest extent of the law.

12. Confidentiality:

All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of the Company shall be treated confidentially. Such information must not be used for own commercial or other purposes or divulged to any person or third party either directly or indirectly unless the prior is explicit and with Our consent. This provision shall survive the termination of this Agreement.

The Affiliate obliges himself not to use the confidential information for any purpose other than the performance of its obligations under this Agreement.

13. Termination

13.1
This Agreement may be terminated by either Party by giving a thirty (30) day written notification to the other Party. Written notification may be given by an email.

13.2
The Contracting Parties hereby agree that on termination of this Agreement:

13.2.1
The Affiliate must remove all references to Brands from the Affiliate’s websites and/or other marketing channel and communications, irrespective of whether the communications are commercial or otherwise;

13.2.2
All rights and licenses granted to the Affiliate under this Agreement shall immediately terminate and all rights shall revert to the respective licensors, and the Affiliate will cease the use of any trademarks, service marks, logos and other designations;

13.2.3
The Affiliate will be entitled only to those earned and unpaid commissions as of the effective date of termination; however provided, the Company may withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive commissions after this date;

13.2.4
If this Agreement is terminated by the Company on the basis of the Affiliate’s breach, the Company shall be entitled to withhold the Affiliate earned but unpaid commissions as of the termination date as collateral for any claim arising from such breach. It is further specified that termination by the Company due to a breach by the Affiliate of any of the clauses in this Agreement shall not require a notice period and such termination shall have immediate effect upon simple notification by the Company to the Affiliate.

13.2.5
The Affiliate must return to the Company any and all confidential information (and all copies and derivations thereof) in the Affiliate’s possession, custody and control.

13.2.6
The Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach of confidential information even if the breach arises at any time following the termination of this Agreement. The Affiliate’s obligation of Confidentiality towards the Company shall survive the termination of this Agreement.

14. Relationship of the Parties

We are independent contractors, and nothing in this Agreement will create any legal partnership, joint venture, agency, franchise, sales representative, employment relationship or data controller-processor relationship between the Parties, unless otherwise agreed to by both in writing. You shall have no authority to make or accept any offers or representations on Our behalf. You shall not make any statement, whether on Your site or otherwise, that conflicts with this Clause.

For the avoidance of doubt, You shall be solely responsible for the actions of any subcontractors or other third parties which You engage, and for the actions of Your Affiliate Networks and for monitoring Your Affiliate Networks to ensure compliance with the terms of this Agreement. You shall be held solely responsible for a breach of the terms of this Agreement by Your sub-contractors or Your Affiliate Network, and We shall be entitled to take any action against You, without limitation, available under this Agreement or at law in respect of such breach.

15. Contractual Penalty

Notwithstanding anything to the contrary, in case of Your breach or threatened breach of any of the provisions of this Agreement as well as any direct violation thereof, You shall be liable to pay a penalty of fifty thousand Euro (€50,000) to Us for each such individual breach or threatened breach of this Agreement as provided herein (hereinafter referred to as ‘Penalty’). The payment of the Penalty shall be without prejudice to Our right to claim compensation for any damage (including without limitation any indirect or consequential damage, loss of profits or any expenses incurred in relation to the breach or threatened breach) that exceeds the Penalty, which right shall not be affected nor limited by the payment of the Penalty. Furthermore, without prejudice to the Penalty, We shall be entitled to seek any equitable relief as a remedy for such breach, including injunctive relief concerning any threatened or actual breach of any of the provisions of this Agreement as well as any direct violation thereof.

The Penalty becomes due as of the moment of the occurrence of the breach or the moment of threatened breach, and if this is not paid on the first demand, the late payment interest in the maximum amount allowed by the Laws of Malta shall accrue.

16. Remedies

Our rights and remedies in these T&Cs shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision.

You acknowledge that if You have committed a breach of this Agreement, or if We are not satisfied with the information You are required to provide to us in terms of this Agreement, We may, without prejudice to any other right available:

• immediately suspend Your membership of the Affiliate Programme; and/or
• in Our absolute discretion, not pay You any funds due to You as Fees.

Additionally, if Your Account is not active or generating profit through Fee payments, We shall have the right to demand payment of the Penalty as well as any Admin Fee.

We further reserve the right to report You to the relevant authorities should We, in Our absolute discretion, determine that We are obliged to do so in compliance with Applicable Law.

You acknowledge, that damages or a Penalty may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the Parties may be enforceable by specific performance, injunction, or other equitable remedy.

Nothing contained in this Agreement shall limit or affect any of Our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that the enforcement of Our respective rights and obligations shall not be limited in any way.

The rights and remedies outlined in this Clause, and in this Agreement, may be exercised against any or Your Account in Our sole discretion.

17. Warranties

We make no express or implied warranties or representations with respect to Us, Our Affiliate Programme or payment arrangements (including, without limitation, their functionality, warranties of fitness, product-ability, legality, non-infringement, or any express or implied warranties arising out of a course of performance, dealing, or trade usage).

You expressly acknowledge and agree that the use of the internet is at Your own risk. No guarantee is made that it will make access to its website possible at any particular time or any particular location.

We shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions (including that of service and tracking) of any of the Brand’s or the Affiliate Programme.

18. Indemnification and Limitation of Liability

18.1 Indemnification

The Affiliate agrees to defend, indemnify and hold the Company and its affiliates, successors, officers, employees, agents, directors, shareholders and attorneys, electronic cash providers, suppliers and contractors, free and harmless from and against any and all claims and liabilities, including reasonable attorneys’ and experts’ fees, related to or arising from:

18.1.1
any breach of Affiliate’s representations, warranties or covenants under these T&Cs;

18.1.2
affiliate’s use (or misuse) of the marketing materials;

18.1.3
all conduct and activities occurring under Affiliate’s user ID and password;

18.1.4
any defamatory, libelous or illegal material contained within the Affiliate’s site or the Affiliate’s information and data;

18.1.5
any claim or contention that the Affiliate site or the Affiliate’s information and data infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity;

18.1.6
third party access or use of the Affiliate’s site or Affiliate’s information and data;

18.1.7
any claim, damages and expenses (including but not limited to, attorneys’ fees) related to the development, operation, maintenance, and contents of the Affiliate’s site;

18.1.8
any violation of this Agreement;

18.1.9
the performance of the Affiliate’s duties and obligations under these T&Cs;

18.1.10
the Affiliate’s negligence;

18.1.11
any proceedings, penalties or sanctions imposed by the relevant authorities as well as any costs and expenses of legal representation, attorney’s fees incurred in relation to, arising out of or resulting from any breach or non-compliance, non-performance of this Agreement or any part thereof, or non-compliance with Applicable Law.

18.2 Limitation of Liability

Your liability, whether under contract, tort or otherwise (including any liability for negligent act or omission), shall not be in any manner excluded or limited and shall include, without limitation, also any liability for any indirect and consequential damages incurred by Us including loss of profits, revenue, business, contracts, anticipated savings.

For the avoidance of doubt, You shall also be solely liable towards Us for breaches of this Agreement by Your Affiliate Networks or any subcontractors or third parties You engage.

We will not be liable for any damages whatsoever, including direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Programme, even if We have been advised of the possibility of such damages.

Our obligations under this Agreement do not constitute personal obligations of Our directors, officers, employees, representatives, consultants, agents or shareholders.

19. Severability

Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be in effective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

Furthermore, the Company’s failure to enforce the Affiliate’s adherence to all terms outlined in this Agreement shall not constitute a waiver of the right of the Company to enforce said terms at any time.

20. Changes to this Agreement

The Company reserves the right to amend, alter, delete or add to any of the provisions of this Agreement, at any time and at its sole discretion, without giving any advance notice to the Affiliate subject to the T&Cs set out in this Agreement.

In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.

21. Assignment

The Affiliate may not assign this Agreement, by operation of law or otherwise, without obtaining the prior written consent of the Company. In the event that the Affiliate acquires or otherwise obtains control of another Affiliate Account, then the accounts will coexist on individual terms.

We may assign this Agreement, by operation of the law or otherwise, at any time without obtaining the prior consent of the Affiliate.

22. Force Majeure

Neither Party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labour disputes, strikes, industrial disturbances, government decrees, acts of God, acts of terrorism, epidemic, pandemics, floods, lightning, utility or communications failures, earthquakes or other casualty. If a force majeure event occurs, the non-performing Party is excused from whatever performance is prevented by the force majeure event to the extent prevented.

Provided that, if the force majeure event subsists for a period exceeding thirty (30) days then either party may terminate the Agreement. Advance written notice on behalf of the Affiliate is required to terminate this Agreement.

23. Governing Law and Jurisdiction

This Agreement shall be governed and construed in accordance with the laws of Malta and any action or dispute relating to this Agreement must be brought in Malta and the Affiliate irrevocably consents to the jurisdiction of the Maltese law courts.