AFFILIATE TERMS & CONDITIONS

1.DEFINITIONS

1.1 “Affiliate Account” means the account of the Affiliate set up after an Affiliate Application is made by the Affiliate to take part in the Affiliate Program and approved by the Company Group.

1.2 “Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Program.

1.3 “Affiliate Links” means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) or any other third party website to Company Websites.

1.4 “Affiliate Wallet” means an online wallet in the name of the Affiliate into which Company pays the Commission (as this term defined herein) and any other payments due to the Affiliate, which the Affiliate can withdraw in accordance with the Affiliate Agreement;

1.5 “Affiliate Website” means any website which is maintained, operated or otherwise controlled by the Affiliate.

1.6 “Company Website(s)” means, collectively, (a) the websites, mobile apps, subdomains and mirror/successor domains for “Toxi” and “Toxicasino” brands (currently including https://toxicasino.com/), owned and/or operated by Futuro; and (b) the websites, mobile apps, subdomains and mirror/successor domains for “Gravira” brand (currently including https://gravira.com/), owned and/or operated by the Horizonix (each, a “Company Website”, and together, the “Company Websites”). The Company Group may add, remove, rebrand, or replace any Company Websites from time to time (including mirror or successor domains) by notice to the Affiliate or by updating the Affiliate Program.;

1.7 “Commission” means the percentage of the Net Gaming Revenue, or, where applicable, a fixed amount for a New Customer (CPA structure) as set out in the Commission Structures.

1.8 “Commission Structures” means any specific reward structures expressly agreed between the Companies and the Affiliate.

1.9 “Confidential Information” means any information of commercial or essential value relating to Companies such as, but not limited to, financial reports, trade secrets, know-how, prices and custom quotes, business information, products, strategies, databases, technology, information about New Customers, other customers and users of Company Websites, marketing plans and manners of operation.

1.10 “Intellectual Property Rights” means all rights in and to works of authorship and copyright (and neighbouring rights), trademarks, service marks, trade names, trade dress, logos, domain names and social handles, patents, utility models, inventions, designs, databases, trade secrets and know-how, moral rights, rights of publicity/personality, and all applications, registrations, renewals, extensions and associated goodwill, in each case now existing or hereafter arising, anywhere in the world..

1.11 “Marks” means all trademarks, service marks, trade names, business names, logos, symbols, brand elements, trade dress/get-up, slogans, style guides/brand guidelines, domain names and subdomains, social media handles/hashtags, and all registrations, applications, renewals and associated goodwill, owned by or licensed to the Company Group (or any Company), together with any confusingly similar variations, translations, transliterations, or misspellings.

1.12 “Net Gaming Revenue” or “NGR” means, for each brand, all monies received by the relevant Company from New Customers as placed bets, less (a) winnings returned to New Customers, (b) issued bonuses, (c) net balance corrections, (d) administration fees, (e) fraud costs and chargebacks. For the avoidance of doubt, NGR is calculated, recorded, and reported separately per brand/Company  and relates only to New Customers referred to the corresponding Company by the Affiliate Website(s).

1.13 “New Customer” and/or “Customer” means a new, first-time customer of the relevant Company who made a first deposit amounting to at least the applicable minimum deposit at the corresponding Company Websites’ player account, in accordance with the applicable terms and conditions of Company Websites’. This excludes the Affiliate, its employees, relatives and friends.

1.14 “Parties” means Group Company and the Affiliate (each a “Party”).

1.15 “Personal Data” means any information relating to an identified or identifiable natural person (a “data subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier (including cookie IDs and IP addresses), or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

2.AFFILIATE OBLIGATIONS

2.1 Registering as Affiliate

To become a member of our Affiliate Program you must accept this Affiliate Agreement by ticking the respective box while submitting the Affiliate Application. The Affiliate Application will form an integral part of the Affiliate Agreement.

We will, at our sole discretion, determine whether or not to accept an Affiliate Application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your Affiliate Application has been successful.

You will provide any documentation required by the Company Group to verify the Affiliate Application and to verify the Affiliate Account information at any time during the term of the Affiliate Agreement. This documentation may include but is not limited to: bank statements, individual or corporate identity papers and/or proof of address.

It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Program is correct and that such information is kept up-to-date at all times.

2.2 Affiliate Account

It is your sole obligation and responsibility to ensure that login details for your Affiliate Account are kept confidential and secure at all times.

Any unauthorised use of your Affiliate Account resulting from your failure to adequately guard your login information shall be your sole responsibility, and you remain solely responsible and liable for all such activity occurring under your Affiliate Account user ID and password (whether such activity was undertaken by you or not). It is your obligation to inform us immediately if you suspect illegal or unauthorised use of your Affiliate Account.

By applying for and maintaining an Affiliate Account, you provide certain Personal Data (e.g., identity, contact, KYC/AML and payment details) and agree that the Company Group may process it for onboarding, compliance, security/fraud prevention, Affiliate Program communications, and Commission payments. The Privacy Policy (incorporated by reference) governs all such processing, including your rights and our disclosures/transfers. For clarity, the Affiliate does not receive player/Customer Personal Data under this Agreement.

2.3 Affiliate Program Participation

The Affiliate Program is intended for your direct participation. Opening an Affiliate Account for a third party, brokering or transferring an Affiliate Account is not accepted. Affiliates wishing to transfer an Affiliate Account to another beneficial owner must contact us and request permission. Besides, you shall not open more than one Affiliate Account without our prior written consent.

By agreeing to participate in the Affiliate Program, you agree to use your best efforts to actively advertise, market and promote the Company Websites in accordance with the Affiliate Agreement and Group Company’s instructions from time to time. You will ensure that all activities taken by you under the Affiliate Agreement will be in the best interest of the Company Group  and will in no way harm the Company Group reputation and/or goodwill.

You may link to the Company Website’s using the Affiliate Links or other such materials as we may from time to time approve. This is the only method by which you may advertise on our behalf.

The Affiliate shall not engage, appoint, authorize, broker, resell to, or otherwise permit any third party (including any “sub-affiliate,” network, media buyer, agent, or contractor) to promote the Company Websites under the Affiliate’s Affiliate Account, nor share, lease, or sublicense Affiliate Links or tracking. Any Sub-Affiliate activity is strictly prohibited and constitutes a material breach. The Company Group may suspend or terminate the Affiliate’s participation immediately, withhold, reverse, or claw back any related Commission (including by set-off), and deem any such traffic non-qualifying. The Affiliate shall indemnify the Company Group for all losses arising from any Sub-Affiliate activity.

2.4 Affiliate Website. Prohibited Practices

You will be solely responsible for the development, operation and maintenance of the Affiliate Website and for all materials that appear on the Affiliate Website. You shall at all times ensure that the Affiliate Website is compliant with all applicable laws, including General Data Protection Regulation (GDPR), and functions as a professional website.

You will not present the Affiliate Website in such a way so that it may cause confusion with the Companies Websites, or so that it may give the impression that it is owned or operated by the relevant Company.

The Affiliate Website will not contain any defamatory, libellous, discriminatory or otherwise unsuitable content (including, but not limited to, violent, obscene, derogatory or pornographic materials or content which would be unlawful in target country).

The Affiliate must ensure that all Affiliate Websites and promotional activities comply with this Agreement and applicable law; the Prohibited Practices (as this term defined hereunder) and corresponding enforcement and audit measures are specified below.

1. Legal and Policy Compliance. The Affiliate shall ensure that all Affiliate Websites and promotional channels (including email/SMS, social media, apps, toolbars, extensions, pre-landers and landing pages) comply at all times with all applicable laws, regulations, and industry codes relating to their activities, including, without limitation: privacy and data protection (e.g., GDPR and applicable national implementations; ePrivacy/cookie rules), electronic marketing (CAN-SPAM, UK PECR, CASL), consumer and advertising standards, intellectual property, unfair commercial practices, and (where relevant) gambling advertising and Responsible Gaming requirements (including age-gating and no targeting of minors or vulnerable persons).

2.Data & Cookies. The Affiliate shall (i) provide a compliant privacy notice and cookie notice; (ii) obtain, record, and honor valid consent for cookies/trackers and direct marketing where required; (iii) maintain appropriate security measures; and (iv) promptly (within 48 hours) notify the Company Group of any personal data breach affecting Affiliate Program-related data that the Affiliate controls.

3.Prohibited Practices (non-exhaustive). The following are strictly prohibited and constitute a material breach (“Prohibited Practices”):

-Unsolicited Communications: any bulk or targeted email/SMS/push in violation of CAN-SPAM, GDPR/ePrivacy, UK PECR, CASL, or any applicable law; or any activity that constitutes or appears to constitute unsolicited commercial communication (“spam”).

-Misrepresentation: misleading or attempting to mislead anyone in connection with the Affiliate Program, including misrepresenting the relationship with the Company Group or any brand, using the Marks or brand identifiers as your own, or posing as an official representative.

-Cookie Stuffing/Forced Clicks: any technique that sets cookies or triggers tracking without an informed, intentional user action (including hidden iframes, auto-redirects, click-jacking, toolbars, extensions).

-Self-Referral: referring yourself, your employees, agents, or connected persons; creating duplicate or fictitious accounts.

-Promo/Coupon Placements: posting Links on websites whose primary purpose is the distribution of promo codes/coupons, unless expressly authorized in writing.

-Altering Links: modifying, cloaking, masking, or otherwise tampering with Links, tracking parameters, or attributions.

-Fraudulent Activity: any pattern we deem fraudulent or potentially fraudulent at or toward the Company Websites, including multiple Affiliate Accounts from the same user/household/device cluster, bonus abuse, chargeback schemes, or use of bots/automated traffic.

-Brand Bidding/Typo-Squatting: bidding on, or using in ad copy/display URLs, the Marks, brand names, misspellings, or restricted keywords; registering confusingly similar domains or social handles.

-Incentivized/False Claims: incentivized sign-ups/deposits (cash-back/value-back) without prior written approval; fake news/celebrity endorsements; unsubstantiated “risk-free/guaranteed winnings” claims; or any content that breaches our policies.

-IP Infringement/Illegal Content: use of third-party IP without rights; unlawful content (including hate speech, incitement, illegal pornography), or links to illegal streaming/piracy.

-Restricted Territories & Geo-Evading: the Affiliate shall not target, direct, or accept traffic, leads, or New Customers from any jurisdiction designated for that Affiliate as a restricted territory by written notice or schedule issued by the Company Group from time to time (the “Affiliate Territory List”). This prohibition includes, without limitation: using local languages, country-code domains, local currencies/payment methods, or geo-targeted ads in relation to jurisdictions on the Affiliate Territory List; failing to implement reasonable geo/language/IP targeting or blocking to avoid such jurisdictions; promoting, facilitating, or instructing on the use of VPN/proxy/TOR or other geo-masking methods to circumvent territorial restrictions; or representing that use of the Company Websites is permitted where it is prohibited. Updates to the Affiliate Territory List may be provided from time to time and shall take effect upon notice to the Affiliate.

-Responsible Gaming (RG) & Minors. Any activity that contravenes Responsible Gaming requirements or targets under-age or vulnerable persons, including (without limitation): (i) targeting, directing, or appealing to individuals under eighteen (18) or below the applicable legal gambling age; (ii) using content or placements likely to appeal primarily to minors (e.g., cartoons, school/college imagery, youth culture, under-age celebrities/influencers); (iii) omitting required RG/18+ notices, limits/self-exclusion links, or other mandated warnings; (iv) contacting, retargeting, or failing to suppress marketing to self-excluded users or those on suppression lists; (v) claims such as “risk-free,” “guaranteed winnings,” “no loss,” or portraying gambling as a solution to financial or personal problems; (vi) incentivising continued play after time-outs, limits, or during cooling-off periods; (vii) offering or facilitating credit for gambling; (viii) failing to implement reasonable age-gating/age checks on Affiliate Websites or placing ads adjacent to content aimed at minors.

-Unsuitable Websites & Placements. You shall not use any Affiliate Links, nor place any digital advertisements or creatives featuring the Marks or other Company Group Intellectual Property, on unsuitable websites, apps, channels or placements (whether owned by you, a third party, or via networks). ‘Unsuitable’ includes, without limitation, properties that: (i) are aimed at or primarily appeal to minors; (ii) display illegal pornography or other unlawful sexual content; (iii) promote or incite violence, self-harm, or terrorism; (iv) promote discrimination or hate based on race, sex, religion, nationality, disability, sexual orientation or age; (v) promote unlawful activities; (vi) infringe third-party IP or any Company Group rights; (vii) breach applicable advertising codes or platform policies (including gambling advertising standards, age-gating and placement restrictions); or (viii) are otherwise prohibited under the Prohibited Practices clause. We may require immediate removal or relocation of any placement we deem unsuitable; you must comply within 24 hours of notice.

4.Enforcement. Without limiting any other right or remedy, the Company Group may, in its sole discretion, (i) suspend or terminate the Affiliate’s participation and/or access; (ii) withhold indefinitely, reverse, deny, or reject any Commission (including by set-off) arising from or connected to any breach or Prohibited Practice; and (iii) require repayment of any Commission already paid that relates to such activity. We may also require immediate takedown or modification of any placement, creative, or claim; failure to comply within 24 hours constitutes an additional material breach.

On reasonable notice, the Affiliate shall provide campaign records, media plans, traffic source disclosures, sample creatives, and (where applicable) read-only access to relevant ad accounts to verify compliance with this clause.

2.5 Valid Traffic and Good Faith

You will not generate traffic to Company Websites by registering as a New Customer whether directly or indirectly (for example by using associates, family members or other third parties). Such behaviour shall be deemed as fraud.

You will also not attempt to benefit from traffic not generated in good faith. If you have any reasonable suspicion that any New Customer referred to by you is in any way associated with bonus abuse, money laundering, fraud, or other abuse of remote gaming websites, you will immediately notify us of this.

You hereby recognise that any New Customer found to be a bonus abuser, money launderer or fraudster or who assists in any form of affiliate fraud (whether notified by you or later discovered by us) does not count as a valid New Customer under the Affiliate Agreement, and thereby no Commission shall be payable in relation to such New Customers.

The Affiliate shall earn Commission only in respect of Qualified Traffic. For the purposes of this Agreement, “Qualified Traffic” means New Customers validly referred by the Affiliate to the Company Websites in accordance with this Agreement and the applicable Commission Structure, provided that the referral meets all of the criteria set out below (the “Criteria”). Only traffic/referrals satisfying all of the Criteria shall generate Commission:

A New Customer (and the underlying activity) qualifies only where all of the following Criteria are met :

1.New and Unique Customer. The individual is a New Customer (not previously registered with any Company Website under any email, device, payment instrument, or identity) and is not the Affiliate, its employees, agents, or connected persons.

2.Valid Tracking & Attribution. The customer arrives via the Affiliate’s authorized Links and is attributed to the Affiliate under the AffiliateProgram’s tracking rules (including the Tracking Period/Cookie Window) without tampering, masking, or alteration.

3.Registration & KYC. The customer completes a valid account registration and, where required, successfully passes KYC/AML/age verification and any other onboarding checks imposed by the Company Group or applicable law.

4.Qualifying Deposit/Activity. The customer makes at least the minimum qualifying first deposit and places genuine real-money wagers in accordance with the applicable Commission Structure (and not merely account creation or non-qualifying activity).

 

5.Good-Faith Conduct. The customer’s behavior is bona fide and consistent with ordinary consumer use (no bonus abuse, fraud, chargeback schemes, collusion, bot/automated play, or similar).

 

6.Compliance with Policies and Law. At the time Commission is processed, the customer and the underlying traffic comply with this Agreement and all applicable Affiliate Program documents (including the Privacy Policy, Cookies Policy, Brand Guidelines, Responsible Gaming requirements etc), and applicable laws/regulations (including advertising, ePrivacy/GDPR, and age/gambling rules).

 

7.Territory Eligibility. The traffic and a customer are not from any jurisdiction restricted for the Affiliate under the Affiliate Territory List (as updated from time to time), and the Affiliate has implemented reasonable geo/language/IP controls to avoid restricted jurisdictions.

8.Payment status. The customer is an active, qualified account holder and is not subject to refund, cancellation, self-exclusion refund, suspension, or chargeback at the time the Commission is calculated.

The following, without limitation, shall not constitute Qualified Traffic and will not generate Commission. Determination as to whether any traffic or activity qualifies shall be made by the Company Group in its sole discretion (acting reasonably) and shall be final and binding, absent manifest error.

1.Self-referrals/connected persons and duplicate, fictitious, or previously registered accounts.

 

2.Traffic generated through any Prohibited Practices (including, without limitation, spam, cookie stuffing/forced clicks, brand-bidding/typo-squatting, incentivized sign-ups/deposits without written approval, misleading claims, or IP/toolbars/extensions that set cookies without informed action).

 

3.Traffic from Restricted Territories (per the Affiliate Territory List) or any attempt to circumvent territorial restrictions, including VPN/proxy/TOR promotion or instruction.

 

4.Customers failing KYC/AML/age checks or otherwise blocked by regulatory/ Responsible Gaming requirements.

 

5.Activity refunded, voided, reversed, or charged back (including RG refunds or regulator-mandated returns).

 

6.Any activity where the Affiliate Links or tracking parameters were altered, masked, or otherwise tampered with.

 

Program tracking records maintained by the Company Group shall be determinative for attribution and qualification, subject to the Company Group’s good-faith review of any Affiliate query raised within 14 days of the relevant statement.

2.6 Affiliate Links

The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate Website.

You will only use Affiliate Links provided by the Company Group within the scope of the Affiliate Program. Masking your Affiliate Links (for example hiding the source of the traffic sent to Company’s Websites) is also prohibited.

 

2.7 Email and SMS marketing

If sending any emails or SMS communications to individuals which (i) include any of Company Group Intellectual Property Rights; or (ii) otherwise intend to promote Company Websites, you must first obtain our permission to send such emails.

If such permission is granted by the relevant Company, you must then ensure you have each and every recipient’s explicit consent to receive marketing communications in the form of communication to be sent (i.e. by SMS or email) and that such individuals have not opted out of receiving such communication. You must also make it clear to the recipient that all marketing communications are sent from you and are not from any of the Company Group.

2.8 Intellectual Property Rights

The Affiliate acknowledges and agrees that all right, title and interest, including all Intellectual Property Rights, in and to the Company Websites, the Affiliate Program, all promotional materials, creatives and the Affiliate Links, together with the Marks, are and shall remain owned by or licensed to the Company Group (or the relevant Company) and its licensors. All goodwill arising from use of the Marks shall inure exclusively to the benefit of the Company Group.

Subject to this Agreement, the Company Group grants the Affiliate a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence, for the term of this Agreement, to (i) use and display the Marks and (ii) use the Affiliate Links, in each case solely to advertise, market and promote the Company Websites in accordance with the then-current Commission Structure(s) and this Agreement.

The Affiliate shall not, and shall not permit any third party to: (i) modify, adapt, translate, reverse engineer, decompile or create derivative works from any Company materials (except to the extent expressly permitted in writing); (ii) alter, obscure or remove any proprietary notices; (iii) use the Marks in a manner not compliant with this Agreement or that is misleading, defamatory, unlawful or harmful to the reputation or goodwill of any Company or brand; (iv) register, acquire or use any domain name, social handle, keyword, app name or other identifier that is identical or confusingly similar to the Marks (including misspellings, translations or transliterations); (v) assert, challenge or assist any challenge to the validity or ownership of the Marks or any Intellectual Property Rights of the Company Group; or (vi) use the Marks except as expressly licensed in this Agreement.

All Affiliate use of the Marks and creatives shall conform to the Agreement and any written instructions issued from time to time. The Company Group may require prior written approval of specific creatives/placements and may at any time require the Affiliate to amend or cease any use of the Marks or Affiliate Links that the Company Group considers non-compliant; the Affiliate shall comply within 24 hours of notice.

As between the Parties, the Affiliate retains ownership of its own names, logos and materials. The Affiliate grants the Company Group a limited, non-exclusive, royalty-free licence, for the term of this Agreement, to use the Affiliate’s name and logo solely to identify the Affiliate as a participant in the Affiliate Program (e.g., in internal lists or partner pages), unless the Affiliate objects in writing.

The Affiliate shall promptly notify the Company Group upon becoming aware of any actual or suspected infringement, misuse or challenge relating to the Marks or Links. The Company Group shall control enforcement and defence of its Intellectual Property Rights, and the Affiliate shall reasonably cooperate at the Company Group’s request and expense.

The licence in this Agreement automatically terminates upon expiration or termination of this Agreement (for any reason). Upon termination, the Affiliate shall immediately cease all use of the Marks and Affiliate Links, remove or disable all creatives containing the Marks, and, upon request, certify compliance in writing.

Except for the limited licence expressly set out in this Agreement, no rights, licences or interests (whether by implication, estoppel or otherwise) are granted to the Affiliate in respect of any Intellectual Property Rights of the Company Group.

2.9 Approved Creative

You will not use any advertising layout or creative (including banners, images, logos) incorporating our Intellectual Property Rights unless the advertising layout or creative was provided to you by the Company Group or (if advertising layouts are created by you) without the advance written approval of the relevant Company. You will not modify the appearance of any advertising that has been provided to you or for which approval was granted.

It is your responsibility to seek approval from Company Group in time for launch of any advertising campaign or creative, to ensure you have written approval from the relevant Company in relation to advertising, and to be able to evidence such approval upon request.

2.10 Cost and Expense

You shall be solely responsible for all risk, costs and expenses incurred by you in meeting your obligations under the Affiliate Agreement.

2.11 Company Monitoring of Affiliate Activity

You will immediately give Company Group all such assistance as is required and provide us with all such information as is requested by Company Group to monitor your activity under the Affiliate Program.

2.12 Commissions Paid Incorrectly

The Affiliate agrees to immediately upon request by any relevant Company, return all Commissions received based on New Customers referred to Company Group in breach of the Affiliate Agreement or relating to fraudulent or falsified transactions.

3.COMPANY OBLIGATIONS

3.1. We shall use our best efforts to provide you with all materials and information required for necessary implementation of the Affiliate Links.

3.2. At our sole discretion, we will register any New Customers directed to the Company Websites by you and we will track their transactions. We reserve the right to refuse New Customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish.

3.3. We shall make available monitoring tools which enable you to monitor your Affiliate Account and the level of your Commission and the payment thereof.

3.4. Subject to your strict adherence to the Affiliate Agreement, we shall pay you the Commission in accordance with Clause 5.

4.COMPANY RIGHTS AND REMEDIES

4.1. In the case of your breach (or, where relevant, suspected breach) of this Agreement or your negligence in performance under the Affiliate Program, or failure to meet your obligations hereunder, the Company Group shall have the following remedies available:

1.the right to suspend your participation in the Affiliate Program for the period required to investigate any activities that may be in breach of the Affiliate Agreement. During such period of suspension payment of Commissions will also be suspended;

2.the right to withhold any Commission or any other payment to the Affiliate arising from or relating to any specific campaign, traffic, content or activity conducted or created by the Affiliate which is in breach of the Affiliate’s obligations under the Affiliate Agreement;

3.the right to withhold from the Commission monies which Company deems reasonable to cover any indemnity given by the Affiliate hereunder or to cover any liability of Company which arises as a result of the Affiliate’s breach of the Affiliate Agreement;

4.immediately terminate the Affiliate Agreement;

5.the right to withhold monies held in the Affiliate Wallet if they are not withdrawn within a period of 3 (three) months from the date of the termination of the Affiliate Agreement in accordance with Clause 7.1.

Our rights and remedies detailed above shall not be mutually exclusive.

5.COMMISSION AND PAYMENT

5.1. Subject to your adherence to this Affiliate Agreement, you will earn Commission only in respect of Qualified Traffic (as defined herein) and in accordance with the applicable Commission Structure. We retain the right to change the Commission percentage and method of calculation of Commission in accordance with this clause. The specific tiers, rates, triggers, tracking rules and any brand-specific terms for the Commission and Commission Structure will be made available (and may be updated from time to time) in your Affiliate Account dashboard.

5.2 The Commission is calculated at the end of each month and payments shall be made on a monthly basis in arrears, not later than the tenth (10th) day of the following calendar month.

5.3. Payment of Commission will be made through our Affiliate Wallet. Due to existing regulations, Affiliates may be required for verification and KYC (“Know Your Customer”) documentation before a withdrawal can be accessed.

5.4. A minimum amount of €20 (twenty euro) may be withdrawn from the Affiliate Wallet at one time.

5.5. If an error is made in the calculation of the Commission, the relevant Company has the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.

5.6. The Affiliate may, at the relevant Company sole discretion, be provided with the opportunity to restructure its commission structure.

5.7. The Affiliate’s acceptance of a Commission payment shall constitute the full and final settlement of the balance due for the relevant period. In case the Affiliate disagrees with the balance due as reported, he or she shall notify the relevant Company within fourteen (14) calendar days and clearly state reasons of the disagreement. Failure to notify the Company within this time limit shall be considered as an irrevocable acknowledgment of the balance due for the relevant period.

5.8. The Commission shall be deemed to be exclusive of value added tax or any other applicable tax. The Affiliate shall have the sole responsibility to pay any and all taxes, levies, charges and any other money payable or due to any tax authority, department or other competent entity as a result of the compensation generated under the Affiliate Agreement.

6.CONFIDENTIAL INFORMATION

6.1. During the term of the Affiliate Agreement, you may from time to time be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, the Commissions earned by you under the Affiliate Program).

You agree to avoid disclosure or unauthorised use of any such confidential information to third persons or outside parties unless you have our prior written consent. You also agree that you will use the confidential information only for the purposes of the Affiliate Agreement. Your obligations in regards to this clause survive the termination of this Agreement.

In addition, you must not issue any press release or similar communication to the public with respect to your participation in the Affiliate Program without the prior written consent of the Company Group (with approval of the exact content to also be approved by the Company Group).

7.TERM AND TERMINATION

7.1. Term

The term of the Affiliate Agreement will begin when you are approved as an Affiliate and will be continuous unless and until either Party notifies the other in writing that it wishes to terminate the Agreement (the “Term”). In this case the Agreement will be terminated thirty (30) calendar days after such notice is given. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

For the avoidance of doubt, Company Group may also terminate (in accordance with Clause 5 above) upon immediate notice at any time for the Affiliates failure to meet their obligations under the Agreement or otherwise for the Affiliate’s negligence.

8.2. Affiliate Actions upon Termination

Upon termination you must immediately remove all of Company Group banners or creatives from the Affiliate Website and disable all Affiliate Links from the Affiliate Website to all Company Websites.

All rights and licenses given to you in the Affiliate Agreement shall immediately terminate.

You will return to Company Group any confidential information and all copies of it in your possession and control, and will cease all uses of all Company Group Intellectual Property Rights.

8.3. Commission

Upon termination of the Affiliate Agreement for any reason, all Commission relating to any New Customers directed to the relevant Company during the term shall not be payable to the Affiliate as from the date of termination.

8.MISCELLANEOUS

8.1. Disclaimer

We make no express or implied warranties or representations with respect to the Affiliate Program, about Company Group or the Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement). In addition, we make no representation that the operation of our sites will be uninterrupted or error-free and will not be liable for the consequences if there are any. In the event of a discrepancy between the reports offered in the Affiliate Account system and the Company Group database, the database shall be deemed accurate.

8.2. Indemnity and Limitation of Liability

You shall indemnify and hold Company Group, our directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs, including legal fees, resulting from or in any way connected with (a) any breach by you of any provision of the Affiliate Agreement, (b) the performance of your duties and obligations under the Affiliate Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorised use of our creatives and links or this Affiliate Program.

The Company Group shall not be held liable for any direct or indirect, special, or consequential damages (or any loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Affiliate Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages.

8.3. Non-Waiver

Our failure to enforce your strict performance of any provision of the Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of the Affiliate Agreement.

8.4. Governing Law/Jurisdiction

This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of Curaçao, excluding its conflict-of-laws rules. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Curaçao (including the Court of First Instance of Curaçao) to settle any dispute arising out of or in connection with this Agreement. Each Party waives any objection to the courts of Curaçao on grounds of forum non conveniens or otherwise. Nothing in this clause limits a Party’s right to seek interim or injunctive relief in any court of competent jurisdiction.

8.5. Relationship of Parties

The Company Group and the Affiliate are independent contractors and nothing in the Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this Affiliate Agreement.

8.6. Force Majeure

Neither Party shall be liable to the other for any delay or failure to perform its obligations under the Affiliate Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) calendar days then either Party may terminate the Affiliate Agreement with immediate effect by providing a written notice.

8.7. Assignability

You may not assign the Affiliate Agreement, by operation of law or otherwise, without our prior written consent.

8.8. Severability

If any provision of the Affiliate Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of the Affiliate Agreement or any provision hereof.

8.9. English Language

The Affiliate Agreement was first drafted in English. Should there be any conflict or discrepancy between the English language version and any other language, the English version shall prevail.

8.10. Notices

All notices and other communications under this Agreement (Notices) must be in English and in writing, and may be delivered by: (i) email; (ii) via the Affiliate Account dashboard/message-center notification (if available); or (iii) courier/registered mail.

To the Company Group: [email protected] (or such other addresses notified from time to time).

To the Affiliate: the email address and/or postal address set in the Affiliate Account (as updated from time to time); and any Notices posted to or delivered via the Affiliate Account.

A Notice is deemed received: (i) when sent by email, provided no bounce-back or similar error is received (if sent outside 09:00–18:00 on a Business Day at the recipient’s location, deemed received at 09:00 on the next Business Day); (ii) upon posting to the Affiliate Account or the in-portal/message-center; (iii) two (2) Business Days after courier dispatch; or (iv) seven (7) calendar days after registered mail posting. “Business Day” means a day other than Saturday, Sunday or public holiday at the recipient’s location.

Either Party may change its Notice details by giving Notice under this clause. The Affiliate must keep its Affiliate Account contact details accurate and current.

Nothing in this clause limits either Party’s right to effect service of legal process in any manner permitted by applicable law.

8.11. Modification of this Agreement

We may modify any of the terms and conditions contained in the Affiliate Agreement or replace it at any time and in our sole discretion by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available Commissions and Affiliate Program rules.

If any modification is unacceptable to you, you need to terminate the Affiliate Agreement. Your continued participation in our Affiliate Program following our posting of a change notice or new agreement will constitute binding acceptance of the modification or of the new agreement.

8.12. Contact Us

If you have any questions about this Agreement, you can contact our support team at: [email protected]