UBET Affiliate Program Terms

Version: 1.0
Effective Date: 08/27/2026
Last Updated: 08/27/2026

This Agreement takes effect on the Effective Date and supersedes all previous versions of the UBET Affiliate Program Terms between the Parties.

These UBET Affiliate Program Terms ("Agreement") govern participation in the UBET Affiliate Program and set out the rights and obligations between BetU Curaçao B.V., operator of UBET.io ("Company", "we", "our" or "us"), and each approved Affiliate ("Affiliate", "Partner", "you" or "your").

The purpose of this Agreement is to establish a transparent, fair and commercially sustainable framework governing the promotion of the Company's products and services, the referral of customers, the payment of commissions, and the respective rights and obligations of the Parties.

By submitting an application to join the Affiliate Program, accepting this Agreement, and receiving written confirmation that your application has been approved, you agree to be legally bound by this Agreement.

This Agreement comprises the following documents, which together constitute the entire agreement between the Parties in relation to the Affiliate Program:

these UBET Affiliate Program Terms;
the completed Registration Form;
the Acceptance Email;
the Default Commercial Terms contained within this Agreement; and
any Specific Commercial Terms expressly agreed in writing between the Parties in accordance with this Agreement.

Unless expressly agreed otherwise in writing, the Default Commercial Terms contained within this Agreement shall apply to every Affiliate accepted into the Affiliate Program.

Please read this Agreement carefully before applying to join the Affiliate Program. If you do not agree to these Terms, you must not apply for or participate in the Affiliate Program.

Questions regarding the Affiliate Program or this Agreement should be directed to [email protected].

Order of Precedence

In the event of any inconsistency between the documents forming this Agreement, they shall take precedence in the following order:

a) the applicable Specific Commercial Terms;
b) these UBET Affiliate Program Terms;
c) the Acceptance Email; and
d) the Registration Form.

To the extent of any inconsistency, the higher-ranking document shall prevail solely in respect of the conflicting provision. All remaining provisions shall continue in full force and effect.

1. Definitions & Interpretation

1.1 Definitions

In this Agreement, unless the context requires otherwise, the following definitions apply:

"Acceptance Email" means the written confirmation issued by the Company confirming that an applicant has been accepted into the Affiliate Program.

"Affiliate" or "Partner" means the individual or legal entity accepted by the Company to participate in the Affiliate Program.

"Affiliate Account" means the account provided to the Affiliate through the Affiliate Platform for accessing reports, marketing materials, Tracking Links, commission information and other Affiliate Program resources.

"Affiliate Platform" means the affiliate management and reporting platform designated by the Company from time to time.

"Affiliate Program" means the affiliate marketing program operated by the Company in relation to the UBET Website and any other products or services designated by the Company.

"Affiliate Property" means any website, mobile application, social media account, messaging platform, newsletter, comparison website, streaming platform, online community or other promotional property owned or controlled by the Affiliate and approved by the Company.

"Agreement" means these UBET Affiliate Program Terms together with the documents forming part of this Agreement as described in the Introduction.

"Bonus Abuse" means any activity intended to exploit promotions, bonuses, rewards, free bets or other incentives in a manner inconsistent with their intended purpose or the Company's promotional terms.

"Business Day" means any day other than a Saturday, Sunday or public holiday in Curaçao, or such other jurisdiction as the Company reasonably determines for operational purposes.

"Brand Assets" means the Company's logos, trademarks, trade names, graphics, creative materials, marketing assets, content, designs and any other branding materials made available to the Affiliate.

"Commercial Terms" means the Default Commercial Terms together with any applicable Specific Commercial Terms.

"Company", "we", "our" or "us" means BetU Curaçao B.V., operator of UBET.io.

"Default Commercial Terms" means the commission structure, payment terms and other commercial provisions contained within this Agreement that apply to all Affiliates unless expressly varied by Specific Commercial Terms.

"Effective Date" means the date on which the Company issues the Acceptance Email.

"Force Majeure Event" means any event beyond the reasonable control of the affected Party, including internet outages, cyber-attacks, malicious software, blockchain disruptions, failures of third-party service providers, natural disasters, war, terrorism, civil unrest, governmental action, regulatory changes, labour disputes or any other event materially preventing performance of this Agreement.

"Fraudulent Activity" means any dishonest, deceptive, manipulative or abusive conduct intended to improperly generate commissions, player activity or commercial benefit, including (without limitation) Self-Referrals, multi-accounting, identity fraud, stolen payment methods, click fraud, bot traffic, tracking manipulation, Bonus Abuse, collusion or any substantially similar activity.

"Gross Gaming Revenue (GGR)" means the total gaming revenue generated by Qualified Players before any deductions applied in calculating Net Gaming Revenue.

"Intellectual Property Rights" means all intellectual property rights worldwide, whether registered or unregistered, including copyrights, trademarks, service marks, trade names, domain names, patents, database rights, software, know-how, confidential information, trade secrets, designs and all similar proprietary rights.

"Manifest Error" means an obvious clerical, administrative, accounting, technical or computational error that is objectively identifiable and results in an incorrect report, commission calculation or payment.

"Net Gaming Revenue (NGR)" means Gross Gaming Revenue less applicable deductions as set out in this Agreement.

"Party" means either the Company or the Affiliate, and "Parties" means both collectively.

"Prohibited Content" means any content, material or communication that:

a) is unlawful, fraudulent, misleading or deceptive;
b) infringes any Intellectual Property Rights or other proprietary rights of a third party;
c) promotes hate speech, discrimination, violence, terrorism or other illegal activity;
d) contains malware, spyware, malicious code or other harmful software;
e) promotes or facilitates Fraudulent Activity, Bonus Abuse or other abusive practices;
f) is obscene, defamatory, harassing, threatening or otherwise offensive;
g) targets or is primarily intended for minors or vulnerable persons;
h) breaches applicable advertising, consumer protection or gambling regulations; or
i) is otherwise reasonably determined by the Company to present a material legal, regulatory or reputational risk to the Company or the Affiliate Program.

"Qualified Player" means a player whose activity qualifies for commission under this Agreement or any applicable Specific Commercial Terms, as determined in accordance with the Company's reporting systems.

"Registration Form" means the Company's online application form for participation in the Affiliate Program.

"Restricted Territory" means any jurisdiction in which the Company does not permit the promotion of its products or where such promotion would breach applicable law, regulatory requirements or licence conditions.

"Sanctions" means any economic, financial or trade sanctions, embargoes or restrictive measures administered or enforced by any applicable governmental or regulatory authority, including but not limited to the United Nations, the European Union, the United Kingdom, the United States Office of Foreign Assets Control (OFAC) or any other authority with jurisdiction over the Company or the Affiliate.

"Self-Referral" means any player account owned, controlled, funded or materially influenced by the Affiliate or any related person or entity for the purpose of generating affiliate commissions.

"Specific Commercial Terms" means any commercial terms expressly agreed in writing between the Company and the Affiliate that vary or supplement the Default Commercial Terms contained in this Agreement.

"Supported Payment Method" means any payment method, banking channel, cryptocurrency wallet, blockchain network or other payment mechanism designated by the Company from time to time for the payment of Affiliate commissions.

"Supported Cryptocurrency" means any cryptocurrency approved by the Company from time to time for commission payments under the Affiliate Program, together with any supported blockchain network, token standard or related technical requirements specified by the Company.

"Term" means the period commencing on the Effective Date and continuing until this Agreement is terminated in accordance with Section 13.

"Tracking Link" means any hyperlink, referral URL, tracking code, promotional code, QR code, API integration, tracking technology or other attribution mechanism supplied or approved by the Company for tracking referrals and attributing commission.

"UBET Website" means www.ubet.io and any other website, application or online platform operated by the Company from time to time.

1.2 Interpretation

Unless the context requires otherwise:

a) words importing the singular include the plural and vice versa;
b) references to one gender include all genders;
c) headings are included for convenience only and do not affect the interpretation of this Agreement;
d) references to legislation include any amendment, replacement or re-enactment of that legislation;
e) references to a person include any individual, company, partnership, trust, association or other legal entity; and
f) the words "including", "includes" and "including without limitation" shall be interpreted as illustrative and not as limiting the meaning of the words preceding them.

2. Eligibility, Application & Acceptance

2.1 Eligibility

To participate in the Affiliate Program, an applicant must:

a) be at least eighteen (18) years of age, or the minimum legal age required in their jurisdiction, whichever is higher;
b) have the legal capacity and authority to enter into this Agreement;
c) provide complete, accurate and up-to-date information during the application process;
d) own, operate or otherwise control one or more Affiliate Properties suitable for promoting the Company's products and services;
e) comply with all applicable laws, regulations and licensing requirements relating to its marketing activities; and
f) satisfy any reasonable due diligence, compliance or verification requirements requested by the Company.

The Company reserves the right to reject any application that does not satisfy these requirements.

2.2 Application

Participation in the Affiliate Program is subject to the Company's approval.

Submission of a Registration Form does not guarantee acceptance into the Affiliate Program and does not create any contractual relationship between the Parties.

The Company may request additional information or documentation before approving an application.

2.3 Acceptance

This Agreement becomes legally binding on the Effective Date.

The Company shall notify successful applicants by issuing an Acceptance Email.

Applicants whose applications are declined shall not be entitled to any compensation or explanation, although the Company may provide one at its discretion.

2.4 Verification

The Company may, both before and after acceptance into the Affiliate Program, require the Affiliate to provide documentation or information reasonably necessary to verify:

its identity;
beneficial ownership;
business activities;
source of traffic;
ownership or control of Affiliate Properties;
payment details; and
compliance with applicable laws or regulatory obligations.

The Affiliate shall promptly provide any information reasonably requested by the Company.

Failure to do so may result in suspension or termination of this Agreement.

2.5 Ongoing Eligibility

Acceptance into the Affiliate Program does not guarantee continued participation.

The Affiliate must continue to satisfy the eligibility requirements set out in this Agreement throughout the Term.

The Affiliate shall promptly notify the Company of any material change affecting:

its legal status;
ownership or control;
primary Affiliate Properties;
regulatory status;
sanctions status;
or any other information that could reasonably affect its participation in the Affiliate Program.

2.6 One Affiliate Account

Unless otherwise approved in writing by the Company, an Affiliate may maintain only one Affiliate Account.

The Company may consolidate, suspend or close duplicate Affiliate Accounts where reasonably necessary to protect the integrity of the Affiliate Program.

This clause does not prevent the Company from approving multiple accounts where there is a legitimate commercial reason.

2.7 Independent Review

The Company reserves the right to review an Affiliate's application, Affiliate Properties and promotional methods before acceptance and periodically throughout the Term.

Acceptance into the Affiliate Program does not constitute the Company's approval of all current or future promotional activities.

The Affiliate remains solely responsible for ensuring that its activities comply with this Agreement and all applicable laws.

2.8 Right to Decline or Remove High-Risk Affiliates

The Company may decline an application or terminate participation where it reasonably determines that an Affiliate presents an unacceptable legal, regulatory, reputational or commercial risk to the Affiliate Program or the Company.

3. Affiliate Relationship

3.1 Independent Relationship

The relationship between the Company and the Affiliate is that of independent contracting parties.

Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, employment, franchise or fiduciary relationship between the Parties.

Neither Party has the authority to bind, represent or incur obligations on behalf of the other except where expressly agreed in writing.

3.2 Appointment

Subject to the terms of this Agreement, the Company appoints the Affiliate on a non-exclusive, revocable and non-transferable basis to promote the Company's products and services through approved Affiliate Properties and to refer prospective customers to the UBET Website using Tracking Links provided or approved by the Company.

The Affiliate accepts such appointment and agrees to perform its obligations in accordance with this Agreement.

3.3 Non-Exclusivity

Nothing in this Agreement restricts:

a) the Company from appointing other Affiliates;
b) the Company from marketing its products directly or through other marketing channels;
c) the Affiliate from promoting other products or services, provided such promotion does not breach this Agreement or create a conflict of interest.

3.4 Scope of Appointment

The Affiliate is authorised solely to market and promote the Company's products in accordance with this Agreement.

Unless expressly authorised in writing, the Affiliate shall not:

a) negotiate or conclude agreements on behalf of the Company;
b) make representations, warranties or guarantees on behalf of the Company;
c) modify or vary the Company's offers, promotions or terms;
d) accept payments or customer funds on behalf of the Company;
e) provide customer support or resolve customer complaints on behalf of the Company; or
f) hold itself out as an employee, representative or authorised agent of the Company.

3.5 Good Faith

The Parties agree to work together in good faith to promote the long-term success of the Affiliate Program.

The Company shall administer the Affiliate Program fairly and consistently.

The Affiliate shall promote the Company's products professionally, responsibly and in accordance with this Agreement.

Nothing in this clause shall require either Party to act contrary to its legitimate commercial interests or legal obligations.

3.6 No Guaranteed Referrals or Revenue

The Company does not guarantee:

acceptance of any applicant;
any minimum number of referrals;
any level of player activity;
any amount of commission; or
the continued availability of any particular product, promotion or market.

The Affiliate acknowledges that commissions depend upon the successful referral and activity of Qualified Players in accordance with this Agreement.

3.7 Changes to the Affiliate Program

The Company may, where necessary for commercial, operational, regulatory or legal reasons, modify or discontinue any aspect of the Affiliate Program, including products, services, promotional materials, commission structures or marketing tools.

Where a change materially affects the Affiliate's rights or obligations under this Agreement, the Company shall provide reasonable notice unless immediate implementation is required by law, regulation or to protect the integrity of the Affiliate Program.

3.8 Goodwill

Nothing in this Agreement grants the Affiliate any ownership rights in the Company's business, customer relationships, goodwill, brands or Intellectual Property Rights.

All goodwill arising from the Affiliate's promotion of the Company's products shall accrue exclusively to the Company.

4. Affiliate Obligations

4.1 General Obligations

The Affiliate shall at all times:

a) act honestly, professionally and in good faith when participating in the Affiliate Program;
b) comply with this Agreement and any policies, guidelines or reasonable instructions issued by the Company from time to time;
c) conduct its marketing activities in a lawful, responsible and ethical manner;
d) maintain accurate and up-to-date account information throughout the Term;
e) promptly provide any information reasonably requested by the Company in connection with this Agreement;
f) ensure that all information submitted to the Company remains complete, accurate and not misleading; and
g) immediately notify the Company of any actual or suspected breach of this Agreement, security incident, unauthorised use of its Affiliate Account or any matter that could reasonably affect its participation in the Affiliate Program.

4.2 Compliance with Laws

The Affiliate shall comply with all applicable:

laws;
regulations;
licensing requirements;
advertising standards;
consumer protection laws;
privacy and data protection legislation; and
anti-spam and electronic marketing requirements,

applicable to its marketing activities and the jurisdictions in which it operates.

Compliance with this Agreement does not relieve the Affiliate of its own legal obligations.

4.3 Affiliate Properties

The Affiliate is solely responsible for all Affiliate Properties used to promote the Company.

The Affiliate shall ensure that each Affiliate Property:

a) remains active, functional and accessible;
b) contains accurate and up-to-date information;
c) does not misrepresent the Company's products, services or promotions;
d) complies with this Agreement;
e) complies with all applicable laws; and
f) does not contain Prohibited Content.

The Company may require the Affiliate to modify or remove content that does not comply with this Agreement.

4.4 Professional Standards

The Affiliate shall:

a) promote the Company fairly and accurately;
b) avoid misleading, deceptive or unfair marketing practices;
c) act in a manner that protects the reputation of the Company and its brands;
d) cooperate reasonably with the Company in resolving any compliance issues; and
e) maintain professional standards expected of a reputable marketing partner.

4.5 Cooperation

The Affiliate shall cooperate with the Company in relation to:

compliance reviews;
fraud investigations;
regulatory enquiries;
customer complaints relating to the Affiliate's marketing activities;
verification requests; and
reasonable audits of compliance with this Agreement.

4.6 Account Security

The Affiliate is responsible for maintaining the confidentiality of its Affiliate Account credentials.

The Affiliate shall:

use appropriate security measures to protect its Affiliate Account;
promptly notify the Company of any suspected unauthorised access; and
remain responsible for all activities carried out through its Affiliate Account unless caused by the Company's negligence or security breach.

4.7 No Circumvention

The Affiliate shall not knowingly:

a) interfere with the operation or integrity of the Affiliate Program;
b) manipulate Tracking Links or attribution systems;
c) circumvent technical or commercial restrictions implemented by the Company;
d) attempt to gain unauthorised access to the Affiliate Platform or Company systems; or
e) knowingly assist any third party in undertaking such activities.

4.8 Ongoing Duty to Inform

The Affiliate shall promptly notify the Company of any material change affecting:

its legal entity;
ownership or beneficial ownership;
regulatory status;
sanctions status;
contact information;
payment details;
primary Affiliate Properties; or
any other matter that could reasonably affect this Agreement.

4.9 Duty to Mitigate Harm

Where the Affiliate becomes aware of any activity that may reasonably:

damage the Company's reputation;
compromise customer safety;
facilitate fraud;
breach applicable law; or
materially affect the integrity of the Affiliate Program,

the Affiliate shall promptly notify the Company and, where reasonably possible, take appropriate steps to mitigate any ongoing harm.

5. Marketing & Promotional Standards

5.1 General Marketing Principles

The Affiliate shall market and promote the Company's products and services responsibly, professionally and in good faith.

All marketing activities shall:

a) be accurate, truthful and not misleading;
b) comply with this Agreement;
c) comply with all applicable laws, regulations and advertising standards;
d) respect the Company's brand, reputation and Intellectual Property Rights;
e) be directed only at audiences where such marketing is legally permitted; and
f) not damage or be likely to damage the reputation of the Company or the integrity of the Affiliate Program.

5.2 Accuracy & Content Maintenance

The Affiliate shall use reasonable efforts to ensure that all promotional content relating to the Company remains accurate, current and not misleading.

The Affiliate shall promptly update any changes to:

bonuses;
promotions;
promotional codes;
wagering requirements;
payment methods;
product features;
licensing information;
responsible gambling messaging; and
any other material information provided by the Company.

Where the Company notifies the Affiliate that any promotional content is inaccurate, outdated, discontinued or otherwise non-compliant, the Affiliate shall update, replace or remove such content within five (5) Business Days, unless:

a) a shorter period is reasonably required due to legal, regulatory or compliance requirements; or
b) the Company specifies an alternative timeframe in writing.

Where immediate removal is reasonably necessary to protect customers, comply with applicable law, safeguard the Company's licence or prevent material harm to the Company or its reputation, the Affiliate shall remove or disable the relevant content without undue delay and, in any event, within the timeframe specified by the Company.

5.3 Marketing Materials

The Affiliate may only use marketing materials, creative assets, logos, trademarks, promotional content and Brand Assets supplied or approved by the Company.

Approval may be withdrawn by the Company where reasonably necessary for legal, regulatory, operational or branding reasons.

The Affiliate shall not modify any marketing materials in a manner that:

misrepresents the Company;
creates misleading impressions;
alters regulated messaging;
infringes Intellectual Property Rights; or
otherwise breaches this Agreement.

5.4 Promotions & Bonuses

The Affiliate shall accurately describe all promotions, bonuses and offers.

The Affiliate shall not:

exaggerate promotional offers;
omit material terms;
advertise expired promotions;
create its own promotions on behalf of the Company;
imply guaranteed winnings; or
present promotional terms in a misleading manner.

5.5 Search Engine Optimisation (SEO)

The Affiliate may optimise Affiliate Properties for search engines provided that such optimisation:

complies with this Agreement;
does not mislead users;
does not infringe third-party Intellectual Property Rights;
does not constitute search engine spam; and
does not otherwise damage the Company's reputation.

5.6 Paid Advertising (PPC)

Unless expressly authorised in writing by the Company, the Affiliate shall not:

a) bid on the Company's trademarks or confusingly similar keywords;
b) bid on combinations including the Company's trademarks;
c) use the Company's trademarks in paid advertising copy;
d) use the Company's domain name or confusingly similar domains as display URLs; or
e) engage in any paid advertising activity intended to compete directly with the Company's own advertising campaigns.

5.7 Social Media, Streaming & Influencer Marketing

The Affiliate may promote the Company through social media, streaming platforms and influencer marketing provided that:

a) all content complies with this Agreement;
b) any legally required advertising disclosures are clearly displayed;
c) the Affiliate does not misrepresent its relationship with the Company;
d) the Affiliate does not impersonate the Company; and
e) all promotional statements remain accurate and capable of substantiation.

5.8 AI-Generated Content

The Affiliate may use artificial intelligence tools to assist in the creation of promotional content.

However, the Affiliate remains solely responsible for ensuring that all published content:

is accurate;
is original or appropriately licensed;
complies with applicable law;
complies with this Agreement; and
does not misrepresent the Company's products or services.

The use of AI does not relieve the Affiliate of any obligations under this Agreement.

5.9 Email & Direct Marketing

The Affiliate shall not send marketing communications relating to the Company unless:

the recipients have provided any legally required consent;
applicable anti-spam laws are complied with; and
the communication clearly identifies the Affiliate as the sender.

The Affiliate shall not represent any communication as originating from the Company.

5.10 Responsible Gambling

The Affiliate shall ensure that its marketing:

is socially responsible;
is not directed at minors;
does not target vulnerable persons;
does not encourage excessive gambling;
does not portray gambling as a financial solution;
does not imply guaranteed success; and
includes any responsible gambling messaging required by the Company or applicable law.

5.11 Prohibited Marketing Practices

The Affiliate shall not:

use malware;
use spyware;
use adware;
use forced redirects;
use cookie stuffing;
engage in click fraud;
generate artificial traffic;
purchase incentivised traffic unless expressly authorised;
use misleading pop-ups;
impersonate the Company;
create fake reviews;
publish false testimonials;
use fake social proof;
manipulate tracking technologies;
engage in domain spoofing; or
engage in any deceptive or unfair marketing practice.

5.12 Right to Require Changes

The Company may, acting reasonably, require the Affiliate to amend, suspend or remove marketing content that:

breaches this Agreement;
breaches applicable law;
infringes Intellectual Property Rights;
creates regulatory risk;
creates reputational risk;
contains inaccurate or outdated information; or
is otherwise reasonably considered unsuitable for continued publication.

Unless immediate action is required for legal, regulatory or security reasons, the Company shall provide the Affiliate with a reasonable opportunity to remedy the issue before taking further action under this Agreement.

5.13 Fair Representation of the Company

The Affiliate shall present the Company, its products and services fairly, accurately and in good faith.

The Affiliate shall not publish or distribute any content that:

a) contains information that the Affiliate knows, or reasonably ought to know, is false, inaccurate or misleading;
b) misrepresents the Company's products, services, promotions, features, licensing status or regulatory position;
c) makes factual claims that cannot reasonably be substantiated;
d) attributes statements, endorsements, testimonials or reviews to customers or third parties that are fabricated, manipulated or otherwise misleading;
e) creates the false impression that content has been produced, approved or endorsed by the Company where this is not the case; or
f) deliberately omits material information where such omission would make the overall representation misleading.

Nothing in this Agreement prevents the Affiliate from expressing genuine opinions, reviews or editorial commentary regarding the Company, provided such content is honest, based on the Affiliate's genuine assessment and does not contain materially false or misleading factual statements.

Where the Company reasonably identifies factual inaccuracies in promotional content, it may request that such content be corrected, updated or removed in accordance with Section 5.2.

Tracking, Attribution & Reporting

6.1 Tracking Links

Following acceptance into the Affiliate Program, the Company shall make available to the Affiliate one or more Tracking Links and other marketing tools through the Affiliate Platform.

The Affiliate shall use only Tracking Links and tracking methods supplied or approved by the Company.

The Company shall have no obligation to recognise referrals generated through tracking methods that have not been approved by the Company.

6.2 Attribution

Subject to this Agreement and any applicable Specific Commercial Terms, customer attribution shall be determined on a last-click attribution model.

Where multiple Affiliates may claim attribution for the same customer, the customer shall be attributed to the Affiliate whose valid Tracking Link was most recently used immediately prior to the customer's successful registration, as determined by the Company's Affiliate Platform and reporting systems.

The Company may implement alternative attribution models for specific Affiliates or commercial arrangements where expressly agreed in writing as part of the applicable Specific Commercial Terms.

6.3 Tracking Integrity

The Affiliate shall not knowingly:

a) manipulate or interfere with Tracking Links;
b) alter tracking parameters;
c) overwrite attribution belonging to another Affiliate;
d) use software or technology intended to manipulate tracking results;
e) interfere with cookies, browser storage or other attribution mechanisms; or
f) engage in any activity intended to artificially generate commissions.

6.4 Tracking Limitations

The Affiliate acknowledges that tracking technologies may be affected by circumstances beyond the Company's reasonable control, including:

browser privacy settings;
browser privacy technologies
cookie restrictions;
ad-blocking software;
device limitations;
operating system restrictions;
third-party software;
internet connectivity issues; and
user actions.

The Company shall use reasonable efforts to maintain accurate tracking but does not guarantee uninterrupted or error-free attribution in every circumstance.

6.5 Reporting

The Affiliate shall have access to reporting through the Affiliate Platform.

Reports made available through the Affiliate Platform shall include, where applicable:

registrations;
Qualified Players;
deposits;
wagering activity;
commissions;
payment history; and
any other reporting information the Company makes available from time to time.

6.6 Reporting Accuracy

The Company shall use reasonable efforts to ensure that reporting made available through the Affiliate Platform is accurate.

The Affiliate acknowledges that reports may occasionally require correction due to:

delayed data;
fraud investigations;
payment reversals;
duplicate accounts;
technical errors;
regulatory requirements; or
other legitimate operational reasons.

The Company may correct reporting where reasonably necessary to ensure accurate commission calculations.

6.7 Reporting Disputes

The Affiliate shall notify the Company of any suspected reporting discrepancy as soon as reasonably practicable and, in any event, within thirty (30) days of the relevant report becoming available through the Affiliate Platform.

The Affiliate shall provide reasonable information supporting its query.

The Company shall investigate the matter in good faith and respond within a reasonable period.

If no dispute is raised within the applicable period, the relevant report shall be deemed accepted except in cases of manifest error, fraud or legal or regulatory requirements.

6.8 Technical Issues

Where either Party becomes aware of a technical issue that may materially affect tracking or reporting, that Party shall notify the other Party as soon as reasonably practicable.

The Parties shall cooperate in good faith to investigate and resolve the issue.

6.9 Company Records

Subject to applicable law and this Agreement, the records maintained by the Company's Affiliate Platform and internal reporting systems shall be the primary source for determining:

customer attribution;
Qualified Players;
commission calculations; and
payments due under this Agreement.

Nothing in this clause prevents either Party from raising a genuine reporting discrepancy in accordance with Section 6.7.

7. Commercial Terms, Commissions & Payments

7.1 Commercial Models

The Company may offer one or more commission models under the Affiliate Program, including, but not limited to:

a) Revenue Share;
b) Cost Per Acquisition ("CPA");
c) Hybrid (Revenue Share and CPA); and
d) any other commission model agreed in writing between the Parties.

Unless otherwise agreed in writing through Specific Commercial Terms, the Default Commercial Terms set out in this Agreement shall apply.

Where Specific Commercial Terms expressly conflict with the Default Commercial Terms, the Specific Commercial Terms shall prevail solely in respect of the matters they expressly address. All other provisions of this Agreement shall remain in full force and effect.

7.2 Commission Entitlement

The Affiliate shall be entitled to commissions only in respect of Qualified Players validly attributed to the Affiliate in accordance with Section 6 and the applicable Commercial Terms.

No commission shall be payable in respect of:

a) Fraudulent Activity;
b) Self-Referrals;
c) duplicate or duplicate-attributed accounts;
d) players excluded under this Agreement;
e) activity generated in breach of this Agreement; or
f) any other activity that the Company reasonably determines does not qualify for commission under the applicable Commercial Terms.

Commission shall accrue only after the relevant player activity has been fully settled and recognised within the Company's reporting systems.

7.3 Revenue Methodologies

The Company may calculate commission using one or more revenue methodologies depending on the applicable products and Commercial Terms.

Unless otherwise agreed in writing, the applicable revenue methodology shall be specified in the Affiliate's Commercial Terms.

The Company currently supports the following revenue methodologies.

7.3.1 Traditional Net Gaming Revenue Model

Under the Traditional Net Gaming Revenue Model, commission is calculated using Net Gaming Revenue generated by Qualified Players.

Unless otherwise specified in the applicable Commercial Terms, Net Gaming Revenue shall be calculated as Gross Gaming Revenue less applicable deductions in accordance with Section 7.4.

Where the Traditional Net Gaming Revenue Model applies, negative carryover shall apply unless expressly stated otherwise in the applicable Commercial Terms.

7.3.2 House Edge Revenue Model (Casino)

Under the House Edge Revenue Model, commission is calculated using the theoretical house edge of each settled wager rather than the player's actual gaming result.

For the purposes of this Agreement:

House Edge Revenue is calculated as:

Total Stakes × Applicable House Edge

The applicable House Edge shall be determined by the theoretical return-to-player ("RTP") configured by the relevant game provider.

Commission shall be calculated using the resulting House Edge Revenue, less any applicable deductions specified in the Commercial Terms.

For illustrative purposes only:

A player wagers USD 100 on a game with a published RTP of 99%.

The applicable House Edge is 1%.

House Edge Revenue = USD 100 × 1% = USD 1.00.

Affiliate commission is calculated from this theoretical revenue (less applicable deductions), irrespective of whether the player ultimately wins or loses.

As commissions are calculated using theoretical gaming revenue rather than actual player outcomes, negative carryover does not apply under the House Edge Revenue Model.

7.3.3 Sportsbook Net Gaming Revenue

Unless otherwise specified in the applicable Commercial Terms, Sportsbook Net Gaming Revenue ("Sportsbook NGR") shall be calculated as Gross Gaming Revenue (stakes less player winnings) less applicable deductions, which may include, without limitation:

a) player winnings and payouts;
b) bonuses, free bets and promotional credits;
c) chargebacks, refunds and payment reversals;
d) payment processing and transaction fees;
e) gaming duties, consumption taxes and regulatory levies;
f) fraud-related losses and write-offs; and
g) other reasonable, regulator-compliant operating costs directly attributable to player activity.

Unless otherwise specified in the applicable Commercial Terms, negative carryover shall apply to Sportsbook NGR.

7.4 Net Gaming Revenue

Where commission is calculated using a Net Gaming Revenue model, Net Gaming Revenue shall be determined using the Company's finalised reporting systems and calculated in accordance with the applicable Commercial Terms.

Unless otherwise specified, applicable deductions may include:

a) player winnings;
b) bonuses, promotional credits and free bets;
c) chargebacks, refunds and payment reversals;
d) payment processing fees;
e) gaming duties, taxes and regulatory levies;
f) fraud-related losses;
g) voided or cancelled transactions; and
h) any other reasonable, directly attributable operating costs disclosed in the applicable Commercial Terms.

The Company shall apply the relevant calculation methodology consistently across Affiliates participating under the same Commercial Terms.

7.5 Commission Payments

7.5.1 Payment Frequency

Unless otherwise specified in the applicable Commercial Terms, earned commissions shall be paid monthly, on a Net-30 basis.

Commission payments shall be processed within thirty (30) calendar days following the end of the calendar month in which the relevant commissions were earned, provided all payment conditions under this Agreement have been satisfied.

7.5.2 Minimum Payment Threshold

The Company shall process commission payments only where the Affiliate's approved commission balance equals or exceeds USD 100 (or the equivalent value in USDT or another supported payment currency) at the time the payment is processed.

Where the minimum payment threshold has not been reached, the unpaid commission balance shall automatically roll forward to the following payment period until the threshold is met.

No negative adjustment shall arise solely because commission is carried forward under this clause.

7.5.3 Payment Method

Commission payments shall be made using the payment method(s) supported by the Company from time to time.

The Affiliate shall ensure that all payment details provided to the Company are complete, accurate and up to date.

The Company shall not be responsible for payment delays, failed transfers or losses resulting from inaccurate or outdated payment information provided by the Affiliate.

Where a payment is returned, rejected or otherwise cannot be completed due to incorrect payment information supplied by the Affiliate, the Company may require the Affiliate to bear any reasonable third-party costs incurred in reprocessing the payment.

The Company shall not exercise this right in bad faith.

7.5.4 Payment Currency

Unless otherwise agreed in writing, commission shall be paid in USD, USDT or such other payment currency or cryptocurrency as the Company may make available from time to time.

Where commissions are converted between currencies or cryptocurrencies, the Company shall apply a reasonable exchange rate determined at the time the payment is processed.

The Company shall not be responsible for fluctuations in exchange rates, cryptocurrency market values or blockchain network conditions occurring before or after payment has been made.

7.5.5 Payment Approval

The Company may withhold processing a commission payment where it reasonably believes that:

a) the commission has been generated through Fraudulent Activity;
b) a material reporting discrepancy exists;
c) verification or compliance checks remain outstanding;
d) the Affiliate is in material breach of this Agreement; or
e) payment would otherwise breach applicable law or regulatory requirements.

Where reasonably practicable, the Company shall notify the Affiliate of the reason for the delay and shall process any undisputed commission promptly once the relevant issue has been resolved.

7.5.6 Cryptocurrency Payments

Where commissions are paid in cryptocurrency, the Affiliate shall provide and maintain a valid wallet address compatible with the payment currency and blockchain network supported by the Company.

The Affiliate is solely responsible for ensuring that:

a) the wallet address provided is accurate and under the Affiliate's control;
b) the selected blockchain network is compatible with the payment currency being transferred;
c) the wallet is capable of receiving the relevant cryptocurrency; and
d) any changes to the Affiliate's payment details are promptly updated through the Affiliate Platform or otherwise notified to the Company in accordance with its payment procedures.

The Company shall not be responsible for any loss, delay or failed payment resulting from:

a) incorrect or incomplete wallet information provided by the Affiliate;
b) the Affiliate selecting an unsupported or incompatible blockchain network;
c) restrictions, failures or technical issues affecting the Affiliate's wallet provider;
d) blockchain congestion, validator delays or other network conditions beyond the Company's reasonable control; or
e) any subsequent transfer, conversion or handling of cryptocurrency by the Affiliate after payment has been successfully transmitted by the Company.

Blockchain transactions are irreversible. Once a commission payment has been successfully transmitted to the wallet address provided by the Affiliate, the payment shall be deemed complete and the Company shall have no obligation to recover, replace or reissue the transferred funds unless the error resulted directly from the Company's negligence or manifest error.

The Company may, where reasonably necessary to comply with applicable law, regulatory obligations or internal compliance procedures, delay or withhold a cryptocurrency payment pending completion of appropriate verification, sanctions screening or other compliance checks.

The Company reserves the right to change the cryptocurrencies or payment methods supported under the Affiliate Program from time to time upon reasonable notice to Affiliates.

7.5.7 Commission Adjustments

The Company may adjust, reverse or recalculate commissions where reasonably necessary to ensure the accuracy and integrity of commission calculations.

Such adjustments may include, without limitation:

a) Fraudulent Activity;
b) Self-Referrals;
c) duplicate or duplicate-attributed player accounts;
d) chargebacks, refunds or payment reversals;
e) voided, cancelled or reversed wagers or transactions;
f) Manifest Errors;
g) reporting or calculation errors;
h) regulatory, tax or legal adjustments affecting the underlying player activity;
i) incorrectly attributed players or Tracking Links; or
j) any other adjustment reasonably necessary to ensure that commissions accurately reflect Qualified Player activity in accordance with this Agreement.

Where reasonably practicable, the Company shall record such adjustments within the Affiliate Platform and make supporting information available to the Affiliate upon reasonable request, provided that doing so does not:

a) breach applicable law;
b) compromise fraud prevention measures;
c) disclose confidential information relating to other Affiliates or customers; or
d) prejudice any ongoing investigation.

The Company shall not make arbitrary or retrospective commission adjustments unrelated to the circumstances described in this Section.

7.5.8 Payment Disputes

If the Affiliate believes that a commission payment or commission calculation is incorrect, the Affiliate shall notify the Company in writing as soon as reasonably practicable and, in any event, within thirty (30) calendar days of the relevant payment date or the relevant report becoming available through the Affiliate Platform, whichever is later.

The Affiliate shall provide reasonable supporting information to enable the Company to investigate the matter.

The Company shall investigate all genuine payment disputes in good faith and use reasonable efforts to respond within thirty (30) calendar days, although more complex investigations may require additional time.

Where an error is identified, the Company shall make any necessary adjustment in the next applicable payment cycle, unless the Parties agree otherwise.

No payment dispute may be raised after the expiry of the above period, except where the dispute relates to Fraudulent Activity, Manifest Error, legal or regulatory requirements, or circumstances that could not reasonably have been identified within the applicable period.

7.5.9 Taxes

Each Party shall be solely responsible for its own tax obligations arising under this Agreement.

Unless otherwise required by applicable law, all commissions payable under this Agreement are stated exclusive of any taxes, duties, levies or similar governmental charges.

The Affiliate is solely responsible for:

a) determining any tax liabilities arising from commission payments;
b) reporting commission income to the relevant tax authorities; and
c) paying any taxes due in connection with such commission payments.

Where the Company is required by applicable law to deduct, withhold or remit taxes in respect of any commission payment, the Company may make such deduction or withholding and shall, where reasonably practicable, provide the Affiliate with evidence of the deduction if required by law.

7.5.10 Lifetime Attribution & Active Promotion

Unless otherwise specified in the applicable Commercial Terms, Qualified Players validly attributed to an Affiliate shall remain attributed to that Affiliate for the lifetime of the relevant player.

Lifetime attribution is conditional upon the Affiliate continuing to actively and genuinely promote the Company in accordance with this Agreement.

For the purposes of this Agreement, an Affiliate shall not be regarded as having ceased active promotion solely because:

a) referral volumes fluctuate;
b) player registrations reduce;
c) commission levels vary over time; or
d) marketing performance changes due to market conditions or customer behaviour.

The Company may review an Affiliate's continued entitlement to lifetime attribution where it reasonably determines that the Affiliate has materially ceased promoting the Company or has otherwise abandoned its participation in the Affiliate Program.

In determining whether an Affiliate has materially ceased promotion, the Company may consider all relevant circumstances, including, without limitation:

a) whether Affiliate Properties promoting the Company remain publicly accessible;
b) whether promotional content has been removed, materially reduced or allowed to become substantially outdated without reasonable justification;
c) whether the Affiliate continues to maintain and support its promotional content in accordance with this Agreement;
d) the Affiliate's ongoing engagement with the Affiliate Program; and
e) any explanation or evidence provided by the Affiliate.

Before removing, adjusting or terminating lifetime attribution under this Section, the Company shall:

a) notify the Affiliate of its concerns;
b) provide the Affiliate with a reasonable opportunity to respond or resume active promotion; and
c) consider any reasonable explanation provided by the Affiliate before making a final determination.

Nothing in this Section limits the Company's rights to suspend, terminate or otherwise take action under this Agreement where the Affiliate is in breach of this Agreement or where Fraudulent Activity has been identified.

8. Compliance, Fraud & Risk Management

8.1 General Compliance

The Affiliate shall comply at all times with:

a) this Agreement;
b) all applicable laws, regulations and regulatory guidance;
c) any applicable licensing requirements;
d) any reasonable compliance requirements communicated by the Company; and
e) any applicable policies or guidelines published by the Company from time to time in relation to the Affiliate Program.

The Affiliate shall conduct all marketing and promotional activities honestly, professionally and in a manner that protects the integrity of the Affiliate Program and the reputation of the Company.

8.2 Programme Integrity

The Affiliate shall not engage in, facilitate, encourage or knowingly benefit from any activity that compromises, or is reasonably likely to compromise, the integrity of the Affiliate Program.

Without limitation, prohibited activities include:

a) Fraudulent Activity;
b) Self-Referrals;
c) Bonus Abuse;
d) duplicate or multiple player accounts intended to generate affiliate commissions;
e) manipulation of Tracking Links, attribution systems or reporting mechanisms;
f) artificial, automated, incentivised or non-genuine traffic, unless expressly approved in writing by the Company;
g) the use of bots, scripts or automated software to generate traffic, registrations or player activity;
h) impersonation of the Company or its representatives; and
i) any other activity reasonably determined to undermine the legitimate operation of the Affiliate Program.

8.3 Traffic Quality

The Affiliate shall use commercially reasonable efforts to refer genuine prospective customers with a legitimate interest in the Company's products and services.

The Affiliate shall not knowingly generate or procure traffic that:

a) is fraudulent, automated or artificially generated;
b) has been purchased from sources that conceal or misrepresent its origin;
c) is generated through malware, spyware, forced redirects, cookie stuffing or similar deceptive techniques;
d) originates from illegal or prohibited activities; or
e) otherwise breaches this Agreement.

The Company reserves the right to disregard traffic or player activity that it reasonably determines does not represent genuine customer acquisition.

8.4 Compliance Monitoring

The Company may monitor the Affiliate's participation in the Affiliate Program to verify ongoing compliance with this Agreement.

Such monitoring may include reviewing:

a) Affiliate Properties;
b) marketing content;
c) traffic sources;
d) referral quality;
e) attribution data;
f) player activity;
g) commission calculations; and
h) any other information reasonably relevant to the administration of the Affiliate Program.

The Company shall carry out such monitoring in accordance with applicable law and its legitimate business interests.

8.5 Investigations

Where the Company reasonably suspects:

a) Fraudulent Activity;
b) a material breach of this Agreement;
c) regulatory or legal non-compliance;
d) sanctions-related concerns;
e) money laundering or other financial crime; or
f) any activity that may materially affect the integrity of the Affiliate Program,

the Company may conduct an investigation.

The Affiliate shall cooperate fully and in good faith with any such investigation and shall promptly provide any information or documentation reasonably requested by the Company.

8.6 Temporary Protective Measures

Where reasonably necessary during an investigation, the Company may take one or more temporary protective measures, including:

a) suspending commission payments;
b) suspending or restricting access to the Affiliate Account or Affiliate Platform;
c) withholding the attribution of new Qualified Players;
d) temporarily disabling Tracking Links; or
e) implementing any other proportionate measure reasonably necessary to protect the Company, its customers or the Affiliate Program.

Any temporary measure shall remain in place only for as long as reasonably necessary to complete the investigation or otherwise protect the legitimate interests of the Company.

8.7 Investigation Outcomes

Following completion of an investigation, the Company may:

a) determine that no further action is required;
b) issue a warning or compliance notice;
c) require the Affiliate to implement corrective measures within a specified period;
d) adjust commissions in accordance with Section 7;
e) suspend or terminate this Agreement in accordance with Section 13; or
f) take any other action reasonably permitted under this Agreement.

Where reasonably practicable, the Company shall notify the Affiliate of the outcome of the investigation unless doing so would:

a) prejudice fraud prevention activities;
b) compromise an ongoing investigation;
c) breach applicable law; or
d) conflict with a request or requirement from a competent authority.

8.8 Reporting Obligations

The Affiliate shall promptly notify the Company if it becomes aware of:

a) suspected Fraudulent Activity relating to the Affiliate Program;
b) unauthorised use of Tracking Links or Brand Assets;
c) any material security incident affecting the Affiliate's marketing activities;
d) sanctions, regulatory action or criminal investigations affecting the Affiliate;
e) any actual or suspected data breach relating to information obtained through the Affiliate Program; or
f) any circumstance reasonably likely to have a material adverse effect on the Company, its customers or the Affiliate Program.

8.9 Sanctions & Restricted Persons

The Affiliate represents and warrants that neither it, nor any person who owns or controls the Affiliate, is:

a) subject to any applicable Sanctions;
b) acting on behalf of a person or entity subject to Sanctions; or
c) located, organised or resident in a jurisdiction that would make participation in the Affiliate Program unlawful for the Company.

The Affiliate shall promptly notify the Company if any such circumstance changes during the Term.

The Company may suspend or terminate this Agreement immediately where it reasonably believes continued participation may expose the Company to legal, regulatory or sanctions-related risk.

8.10 Records & Audit Cooperation

The Affiliate shall maintain accurate records reasonably necessary to demonstrate compliance with this Agreement for a minimum period of two (2) years, or such longer period as may be required by applicable law.

Upon reasonable notice, the Affiliate shall make such records available to the Company where reasonably necessary to verify compliance with this Agreement, provided that the Company shall not be entitled to access information unrelated to the Affiliate Program or commercially sensitive information beyond what is reasonably required for that purpose.

8.11 Sub-Affiliate Networks

The Affiliate shall not operate, resell or otherwise make available the Affiliate Program through a sub-affiliate network, white-label affiliate programme or similar intermediary arrangement without the Company's prior written approval.

9. Intellectual Property & Brand Assets

9.1 Ownership

All Intellectual Property Rights relating to the Company, the Affiliate Program, the Platform, the Brand Assets and all associated products and services shall remain the exclusive property of the Company or its licensors.

Nothing in this Agreement transfers or assigns any Intellectual Property Rights to the Affiliate except for the limited licence expressly granted under this Section.

9.2 Limited Licence

Subject to this Agreement, the Company grants the Affiliate a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence during the Term to use the Brand Assets solely for the purpose of promoting the Company's products and services in accordance with this Agreement.

The Affiliate shall not use the Brand Assets for any other purpose without the Company's prior written consent.

9.3 Brand Guidelines

The Affiliate shall use the Brand Assets in accordance with:

a) this Agreement;
b) any brand guidelines, style guides or marketing requirements published or communicated by the Company from time to time; and
c) applicable laws and regulations.

The Affiliate shall promptly implement any reasonable changes requested by the Company to ensure continued compliance with such requirements.

9.4 Marketing Materials

The Company may make banners, logos, graphics, landing pages, promotional content or other marketing materials available for use by the Affiliate.

Unless expressly agreed otherwise in writing:

a) all such materials remain the property of the Company;
b) the Company may update, replace or withdraw any marketing material at any time;
c) the Affiliate shall promptly cease using any material that has been withdrawn or replaced by the Company; and
d) the Affiliate shall not materially alter, edit or modify Company marketing materials without the Company's prior written approval.

9.5 Prohibited Use of Brand Assets

The Affiliate shall not:

a) register or attempt to register any trademark, business name, company name, domain name, social media account or other identifier that incorporates or is confusingly similar to the Company's Brand Assets;
b) challenge or contest the validity or ownership of the Company's Intellectual Property Rights;
c) represent itself as the Company or as acting on behalf of the Company except as expressly authorised under this Agreement;
d) use the Brand Assets in a misleading, deceptive or unlawful manner; or
e) take any action that is reasonably likely to damage the reputation, goodwill or distinctiveness of the Company's Brand Assets.

9.6 Affiliate Intellectual Property

Except for the licence granted under this Agreement, the Affiliate retains ownership of its own Intellectual Property Rights.

Nothing in this Agreement grants the Company ownership of the Affiliate's websites, content, trademarks or other intellectual property.

9.7 Feedback

If the Affiliate provides suggestions, recommendations, ideas or other feedback relating to the Affiliate Program or the Company's products or services, the Company may use such feedback without restriction and without any obligation to pay compensation, provided that the Company shall not acquire ownership of the Affiliate's pre-existing Intellectual Property Rights.

9.8 Infringement

The Affiliate shall promptly notify the Company if it becomes aware of:

a) any suspected infringement of the Company's Intellectual Property Rights;
b) unauthorised use of the Brand Assets; or
c) any activity that may reasonably confuse customers as to the identity of the Company or its products.

The Affiliate shall not commence legal proceedings relating to the Company's Intellectual Property Rights without the Company's prior written consent.

9.9 Withdrawal of Licence

The Company may revoke or restrict the licence granted under this Section where reasonably necessary to:

a) protect its Intellectual Property Rights;
b) protect its reputation;
c) comply with applicable law or regulatory requirements; or
d) enforce this Agreement.

Upon suspension or termination of this Agreement, or upon written request from the Company, the Affiliate shall promptly cease using the affected Brand Assets and remove them from its Affiliate Properties within a reasonable period specified by the Company.

9.10 Goodwill

All goodwill arising from the Affiliate's authorised use of the Brand Assets shall accrue solely to the benefit of the Company.

The Affiliate shall not acquire any ownership rights or other proprietary interest in the Brand Assets by virtue of its use of them under this Agreement.

10. Confidentiality & Data Protection

10.1 Confidential Information

Each Party may receive Confidential Information from the other Party in connection with this Agreement.

Each Party shall:

a) keep the other Party's Confidential Information confidential;
b) use such Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement;
c) not disclose such Confidential Information to any third party except as permitted by this Agreement or required by applicable law; and
d) take reasonable measures to protect such Confidential Information against unauthorised access, disclosure or misuse.

10.2 Permitted Disclosures

A Party may disclose Confidential Information where:

a) the information is already lawfully in the public domain through no breach of this Agreement;
b) the information was lawfully obtained from a third party without restriction;
c) disclosure is required by applicable law, regulation, court order or a competent regulatory authority; or
d) disclosure is made to the Party's professional advisers, auditors, insurers or service providers who are subject to appropriate confidentiality obligations.

Where legally permitted, the receiving Party shall provide reasonable notice of any compulsory disclosure to the other Party.

10.3 Player Information

Nothing in this Agreement entitles the Affiliate to receive personally identifiable information relating to the Company's customers.

The Company may provide the Affiliate with aggregated, anonymised or statistical information relating to referrals, commissions or marketing performance where appropriate for the operation of the Affiliate Program.

10.4 Data Protection

Each Party shall comply with all applicable data protection and privacy laws in relation to any Personal Data processed in connection with this Agreement.

Each Party shall be independently responsible for determining its own obligations under such laws.

Nothing in this Agreement creates a joint controller, controller-to-processor or processor-to-controller relationship between the Parties unless expressly agreed in writing.

10.5 Data Security

Each Party shall implement appropriate technical and organisational measures to protect Personal Data and Confidential Information against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or unauthorised access.

Each Party shall promptly notify the other Party if it becomes aware of any security incident or Personal Data breach that is reasonably likely to affect the other Party's rights, obligations or legitimate interests under this Agreement.

10.6 Return or Destruction of Confidential Information

Upon termination of this Agreement, or upon reasonable written request, each Party shall promptly return or securely destroy the other Party's Confidential Information, except where:

a) retention is required by applicable law;
b) retention is required for regulatory, accounting or audit purposes; or
c) the information forms part of routine electronic backups, provided such information remains subject to the confidentiality obligations contained in this Agreement.

10.7 Survival

The obligations contained in this Section shall survive termination of this Agreement for a period of five (5) years, except where applicable law requires a longer period or where the Confidential Information constitutes a trade secret, in which case the obligations shall continue for so long as the information remains protected as a trade secret under applicable law.

11. Representations, Warranties & Indemnities

11.1 Mutual Representations

Each Party represents and warrants that, on the Effective Date and throughout the Term:

a) it has full power, authority and legal capacity to enter into and perform this Agreement;
b) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms;
c) entering into and performing this Agreement does not breach any other agreement or legal obligation binding upon it; and
d) it shall comply with all applicable laws and regulations in connection with this Agreement.

11.2 Affiliate Representations & Warranties

The Affiliate represents and warrants that:

a) all information provided to the Company is complete, accurate and not misleading;
b) it owns or has all necessary rights, licences and permissions to operate its Affiliate Properties and carry out its marketing activities;
c) its marketing activities shall comply with this Agreement and all applicable laws, regulations and industry standards;
d) it shall not knowingly engage in any conduct that is unlawful, fraudulent, misleading or deceptive;
e) its Affiliate Properties shall not contain Prohibited Content;
f) it shall obtain and maintain all licences, approvals and consents required for its activities under this Agreement;
g) it shall not knowingly infringe any Intellectual Property Rights or other rights of any third party;
h) it shall promptly notify the Company of any matter that may materially affect its eligibility to participate in the Affiliate Program; and
i) it shall perform its obligations under this Agreement with reasonable skill, care and professionalism.

11.3 Company Representations

The Company represents and warrants that:

a) it has the authority to operate the Affiliate Program and enter into this Agreement; and
b) it shall administer the Affiliate Program in good faith and in accordance with this Agreement.

Except as expressly stated in this Agreement, the Company makes no representation or warranty regarding:

i) uninterrupted availability of the Platform or Affiliate Platform;
ii) any minimum volume of traffic, registrations, Qualified Players or commissions;

iii) the profitability of participation in the Affiliate Program; or

iv) the suitability of the Affiliate Program for the Affiliate's particular business objectives.

11.4 Disclaimer of Warranties

Except as expressly provided in this Agreement, the Affiliate Program, Affiliate Platform, Tracking Links and all related services are provided on an "as available" and "as is" basis.

To the fullest extent permitted by applicable law, the Company disclaims all implied warranties, conditions and representations, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

Nothing in this Agreement excludes any warranty that cannot lawfully be excluded.

11.5 Affiliate Indemnity

The Affiliate shall indemnify and keep indemnified the Company, its Affiliates, directors, officers, employees and agents against all losses, liabilities, damages, costs, expenses (including reasonable legal fees), claims, actions and regulatory penalties arising directly from or in connection with:

a) any breach of this Agreement by the Affiliate;
b) any breach of applicable law by the Affiliate;
c) any negligent, fraudulent or unlawful act or omission of the Affiliate;
d) any infringement or alleged infringement of a third party's Intellectual Property Rights by the Affiliate;
e) any claim arising from the Affiliate's marketing activities, Affiliate Properties or promotional content; or
f) any tax, employment or similar liability arising from the Affiliate's business or its relationship with its employees, contractors or agents.

This indemnity shall apply only to the extent that the relevant loss was caused by the acts or omissions of the Affiliate.

11.6 Mitigation

A Party seeking to rely on an indemnity under this Agreement shall take reasonable steps to mitigate its losses.

The indemnifying Party shall not be liable for any loss that could reasonably have been avoided through such mitigation.

11.7 Survival

The representations, warranties and indemnities contained in this Section shall survive termination of this Agreement to the extent necessary to give effect to their purpose.

12. Limitation of Liability

12.1 Exclusion of Certain Losses

To the fullest extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any loss of profit, loss of revenue, loss of business opportunity, loss of goodwill or loss of anticipated savings, arising out of or in connection with this Agreement.

This exclusion shall not apply to commissions properly payable under Section 7 or to losses that are the direct and foreseeable consequence of a Party's breach of this Agreement.

12.2 Liability Cap

Subject to Sections 12.3 and 12.4, the aggregate liability of either Party arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total commissions paid or payable by the Company to the Affiliate under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Where the claim arises within the first twelve (12) months of the Term, the liability cap shall be the total commissions paid or payable up to the date of the event giving rise to the claim.

12.3 Excluded from the Liability Cap

Nothing in this Agreement limits or excludes either Party's liability for:

a) fraud or fraudulent misrepresentation;
b) wilful misconduct;
c) death or personal injury caused by negligence where such liability cannot lawfully be excluded;
d) any liability that cannot lawfully be excluded or limited under applicable law; or
e) the Affiliate's obligations under the indemnities contained in Section 11.5.

12.4 Company Liability

The Company shall not be liable for any loss arising from:

a) temporary interruptions to the Platform, Affiliate Platform or Tracking Links;
b) failures or delays caused by third-party service providers, payment providers, blockchain networks, internet service providers or telecommunications networks;
c) events constituting Force Majeure under Section 15;
d) the Affiliate's failure to comply with this Agreement or to implement reasonable technical requirements communicated by the Company; or
e) any unauthorised access to the Affiliate Account resulting from the Affiliate's failure to maintain appropriate account security.

Nothing in this Section excludes liability where the relevant loss results directly from the Company's fraud, wilful misconduct or any liability that cannot lawfully be excluded.

12.5 Duty to Mitigate

Each Party shall take reasonable steps to mitigate any loss arising from a breach of this Agreement.

A Party shall not recover damages to the extent that such loss could reasonably have been avoided through mitigation.

13. Suspension & Termination

13.1 Suspension

The Company may suspend the Affiliate's participation in the Affiliate Program, in whole or in part, where it reasonably considers such suspension necessary to:

a) investigate suspected Fraudulent Activity or other misconduct;
b) investigate a suspected breach of this Agreement;
c) comply with applicable law, regulatory requirements or the requirements of a competent authority;
d) protect the security or integrity of the Affiliate Program, the Platform or the Affiliate Platform;
e) address sanctions-related, anti-money laundering or other financial crime concerns;
f) protect the legitimate business interests, reputation or customers of the Company; or
g) prevent or mitigate actual or potential loss, damage or legal liability.

The Company shall notify the Affiliate of any suspension as soon as reasonably practicable, unless doing so would prejudice an investigation, breach applicable law or conflict with the requirements of a competent authority.

13.2 Effect of Suspension

During any period of suspension, the Company may, where reasonably necessary:

a) restrict or suspend access to the Affiliate Account or Affiliate Platform;
b) suspend the payment of commissions;
c) temporarily disable Tracking Links or other tracking mechanisms;
d) suspend the attribution of new Qualified Players; and
e) take any other reasonable protective measure consistent with this Agreement.

Suspension shall not, of itself, constitute termination of this Agreement.

13.3 Termination for Convenience

Either Party may terminate this Agreement at any time by giving the other Party not less than thirty (30) days' prior written notice.

Unless otherwise agreed in writing, the Affiliate shall remain bound by this Agreement throughout the applicable notice period.

13.4 Immediate Termination

The Company may terminate this Agreement immediately by written notice if the Affiliate:

a) commits Fraudulent Activity;
b) engages in Bonus Abuse, Self-Referrals or other prohibited conduct under this Agreement;
c) materially breaches this Agreement where the breach is incapable of remedy;
d) fails to remedy a material breach in accordance with Section 13.5;
e) provides materially false, misleading or fraudulent information to the Company;
f) infringes or misuses the Company's Intellectual Property Rights or Brand Assets in a material respect;
g) engages in unlawful, misleading or materially non-compliant marketing activities;
h) becomes subject to applicable Sanctions or continued participation would expose the Company to material legal or regulatory risk;
i) becomes insolvent, enters liquidation, administration, bankruptcy or any analogous insolvency process; or
j) otherwise engages in conduct that materially damages or is reasonably likely to materially damage the reputation, integrity or legitimate business interests of the Company or the Affiliate Program.

13.5 Opportunity to Remedy

Where the Company reasonably considers that a breach is capable of remedy, it may provide written notice requiring the Affiliate to remedy the breach within a reasonable period specified in the notice.

If the Affiliate fails to remedy the breach within the specified period, the Company may suspend or terminate this Agreement in accordance with this Section.

Nothing in this Section requires the Company to provide an opportunity to remedy where immediate suspension or termination is reasonably necessary.

13.6 Regulatory or Business Withdrawal

The Company may immediately suspend or terminate this Agreement, without liability, where it reasonably determines that continuation of the Affiliate Program or the Affiliate's participation would:

a) breach applicable law or regulatory requirements;
b) conflict with the conditions of any licence held by the Company;
c) expose the Company to unacceptable legal, regulatory or commercial risk;
d) become impracticable due to changes in law, regulation or the Company's business operations; or
e) result from the discontinuation of the Affiliate Program, the Platform or the relevant products or services.

13.7 Termination Date

Termination of this Agreement shall take effect:

a) immediately, where termination is expressed to take immediate effect under this Section; or
b) upon expiry of the applicable notice period, where termination is by notice.

Termination shall be without prejudice to any rights, remedies, obligations or liabilities accrued before the effective termination date.

14. Effect of Termination

14.1 Cessation of Rights

Upon termination of this Agreement, all rights granted to the Affiliate under this Agreement shall immediately cease, except where expressly stated otherwise.

The Affiliate shall immediately cease promoting the Company's products and services and shall no longer represent itself as a participant in the Affiliate Program.

14.2 Removal of Brand Assets

Upon termination, the Affiliate shall promptly:

a) remove all Brand Assets from its Affiliate Properties;
b) cease using the Company's trademarks, logos, trade names and other Brand Assets;
c) remove or disable all Tracking Links and other promotional links to the Company's products and services; and
d) cease using any marketing materials supplied by or on behalf of the Company.

The Company may specify a reasonable period for completing such removal where immediate removal is not reasonably practicable.

14.3 Affiliate Account

Following termination, the Company may:

a) disable or close the Affiliate Account;
b) revoke access to the Affiliate Platform;
c) deactivate Tracking Links; and
d) retain Affiliate Account information where required by applicable law, regulatory requirements or the Company's legitimate business purposes.

14.4 Outstanding Commissions

Termination of this Agreement shall not affect the Affiliate's entitlement to commissions properly accrued before the effective termination date, subject always to:

a) this Agreement;
b) the applicable Commercial Terms;
c) any ongoing investigation under Section 8;
d) any lawful right of set-off, withholding or adjustment under this Agreement; and
e) the Affiliate satisfying any applicable payment requirements under Section 7.

No commissions shall accrue in respect of activity occurring after the effective termination date unless expressly provided otherwise in the applicable Commercial Terms.

14.5 Continuing Obligations

Termination of this Agreement shall not affect any provision which expressly or by its nature is intended to survive termination, including (without limitation):

a) payment obligations;
b) confidentiality obligations;
c) Intellectual Property Rights;
d) indemnities;
e) limitations of liability;
f) record retention obligations;
g) dispute resolution provisions; and
h) any accrued rights or remedies.

14.6 Return or Destruction of Company Property

Upon reasonable request, the Affiliate shall promptly return or securely destroy any Confidential Information, documentation or other property belonging to the Company, except where retention is permitted or required under this Agreement or applicable law.

14.7 No Continuing Relationship

Termination of this Agreement shall not create any continuing right for the Affiliate to:

a) promote the Company;
b) receive new Qualified Players;
c) access the Affiliate Platform;
d) use the Brand Assets; or
e) hold itself out as an authorised Affiliate of the Company.

14.8 No Waiver of Existing Rights

Termination of this Agreement shall be without prejudice to any rights, remedies, claims or liabilities that accrued before the effective termination date.

15. General Provisions

15.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior discussions, negotiations, representations, understandings and agreements relating to the Affiliate Program.

Each Party acknowledges that it has not relied upon any representation, statement or promise not expressly set out in this Agreement, except where such reliance cannot lawfully be excluded.

15.2 Amendments

The Company may amend this Agreement from time to time where reasonably necessary to:

a) comply with applicable law or regulatory requirements;
b) reflect changes to the Affiliate Program, Platform or Company's business operations;
c) address security, fraud prevention or technical requirements; or
d) improve the administration of the Affiliate Program.

The Company shall provide reasonable notice of any material amendment by email, through the Affiliate Platform or by any other reasonable means.

Continued participation in the Affiliate Program after the effective date of a notified amendment constitutes acceptance of the amended Agreement.

If the Affiliate does not agree to a material amendment, it may terminate this Agreement in accordance with Section 13 before the amendment takes effect.

15.3 Assignment

The Affiliate shall not assign, transfer, sublicense or otherwise dispose of any of its rights or obligations under this Agreement without the Company's prior written consent.

The Company may assign or transfer this Agreement to any Affiliate or successor in connection with a corporate restructuring, merger, acquisition, sale of business or similar transaction, provided that such assignment does not materially reduce the Affiliate's rights under this Agreement.

15.4 No Waiver

No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy.

Any waiver shall be effective only if made in writing and shall apply solely to the specific circumstances for which it is given.

15.5 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

If such modification is not possible, the relevant provision shall be deemed severed from this Agreement without affecting the validity or enforceability of the remaining provisions.

15.6 Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by an event beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental action, labour disputes, failures of telecommunications or internet services, cyberattacks, widespread outages, blockchain network failures, or other events of a similar nature.

The affected Party shall use reasonable efforts to mitigate the effects of the Force Majeure event and resume performance as soon as reasonably practicable.

15.7 Independent Contractors

Nothing in this Agreement creates or shall be construed as creating any partnership, joint venture, agency, employment or fiduciary relationship between the Parties.

Neither Party has authority to bind or incur obligations on behalf of the other except where expressly authorised in writing.

15.8 Third Party Rights

Except as expressly provided in this Agreement, a person who is not a Party to this Agreement shall have no right to enforce any provision of this Agreement.

15.9 Notices

Any notice required or permitted under this Agreement shall be given in writing and may be delivered by email, through the Affiliate Platform or by any other method agreed between the Parties.

Notices shall be deemed received:

a) immediately if delivered through the Affiliate Platform;
b) at the time of transmission if sent by email, unless the sender receives an automated notification that delivery has failed; or
c) on actual receipt where delivered by any other agreed method.

Each Party shall keep its contact details accurate and up to date throughout the Term.

15.10 Electronic Execution

This Agreement may be entered into electronically.

The Parties agree that electronic acceptance, electronic signatures and electronic records shall have the same legal effect as handwritten signatures to the fullest extent permitted by applicable law.

15.11 Governing Law & Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Curaçao.

The Parties submit to the exclusive jurisdiction of the competent courts of Curaçao, except where applicable law requires otherwise.

15.12 Language

This Agreement is drafted in the English language.

If this Agreement is translated into another language, the English version shall prevail to the extent of any inconsistency, unless applicable law requires otherwise.

15.13 Anti-Bribery & Anti-Corruption

Each Party shall comply with all applicable anti-bribery, anti-corruption and anti-money laundering laws and shall not offer, promise, authorise, request or accept any improper financial or other advantage in connection with this Agreement.

15.14 Public Announcements

Neither Party shall issue any press release, public announcement or public statement regarding this Agreement or the commercial relationship between the Parties without the prior written consent of the other Party, except where disclosure is required by applicable law or a competent authority.