Terms & Conditions
Last updated: August 2025
1. Introduction
1.1. This Affiliate Program Agreement (the “Affiliate Agreement” or “Agreement”) incorporates: (i)the terms and conditions set out below (including without limitation the Schedule below); and (ii)the terms of any agreed upon IO (as defined below).
1.2. It is important that you read and understand these terms and conditions set out below and theterms of any agreed upon IO.
1.3. By ticking the box indicating your acceptance of the terms and conditions in this Agreement ("Agreement Acceptance"), you are agreeing to the terms and conditions of this Affiliate Agreement.
1.4. If you have any questions regarding the Affiliate Program or this Affiliate Agreement, please emailus at info@driveaffiliates.com.
1.2. It is important that you read and understand these terms and conditions set out below and theterms of any agreed upon IO.
1.3. By ticking the box indicating your acceptance of the terms and conditions in this Agreement ("Agreement Acceptance"), you are agreeing to the terms and conditions of this Affiliate Agreement.
1.4. If you have any questions regarding the Affiliate Program or this Affiliate Agreement, please emailus at info@driveaffiliates.com.
2. Definitions and Interpretation
2.1. In this Agreement, the following expressions shall have the meanings set out below:
Additional Payments means, where applicable, the Fixed Fee and/or the Listing Fee.
Administrative Fees means any administrative fees charged by the Company in connection with the Affiliate Program.
Affiliate, you or your means the individual, company, or other legal entity that completes and submits the Registration Form and is approved by the Company to participate in the Affiliate Program in accordance with this Agreement.
Affiliate Account means the online account created for you within the Affiliate Program, accessible through the Affiliate Program Site, and used to manage your participation in the Affiliate Program.
Affiliate Payments means, where applicable, the Revenue Share Commission, CPA Commission, Hybrid Commission, Fixed Fee, Listing Fee and/or Sub-Affiliate Fee payable to the Affiliate under this Agreement.
Affiliate Program means the DriveAffiliates affiliate program operated by the Company and made available through the Affiliate Program Site.
Affiliate Program Site means the website located at https://driveaffiliates.com/, including any subdomains used for registration, reporting, tracking, account management, or communications.
Affiliate Site or Affiliate Sites means the websites and/or mobile applications owned or operated by you and used to promote the Promoted Sites, as detailed in your Registration Form or otherwise approved by us from time to time.
Applicable Laws means all applicable laws, statutes, directives, regulations, marketing guidelines, mandatory codes of practice or conduct, regulatory requirements, judgments, orders, ordinances, and decrees imposed by any competent governmental, regulatory, or supervisory authority, including without limitation, all Privacy and Data Protection Requirements.
Application Approval means the Company’s approval of your Registration Form in accordance with Section 3.
Back Office means the software and systems used by the Company to manage and administer the Affiliate Program.Bonuses means any credits, bonus funds, bonus points, free bets, or other promotional amounts granted to Customers.
Commission means, where applicable, the Revenue Share Commission, CPA Commission and/or Hybrid Commission payable to the Affiliate.
Company, us, we or our means 3-102- 945295 SOCIEDAD DE RESPONSABILIDAD LIMITADA, a company incorporated under the laws Costa Rica, operating the Affiliate Program.
CPA Commission means, where applicable, a fixed commission payable to the Affiliate for each person who, during the term of the relevant IO or Custom Commission Arrangement (as applicable):
i. becomes a Customer on a Promoted Site;
ii. makes a minimum real-money deposit as specified in the applicable IO or Custom Commission Arrangement; and
iii. wagers a minimum amount as specified in the applicable IO or Custom Commission Arrangement.
For the avoidance of doubt, CPA Commission applies only where expressly agreed in an IO or a Custom Commission Arrangement and only for the duration thereof.
Customer means a person who is not located in a Prohibited Territory and who:
i. accesses a Promoted Site via a Tracking Link from an Affiliate Site;
ii. registers a new account with the relevant Operator;
iii. has not previously held an account with that Operator;
iv. has their registration validated by the Operator; and
v. satisfies any additional criteria set out in this Agreement, an IO, or a Custom Commission Arrangement (where applicable).
Cut-Off Date has the meaning given to it in Section 8.14.
Custom Commission Arrangement means a commission structure or payment arrangement that differs from the Standard Commission and is agreed between the Company and Affiliate and is recorded in the Back Office.
Deductible Costs means any third-party fees or costs incurred by the Company, any Group Company and/or an Operator, including licensing fees, payment processing fees, software or game royalties, jackpot contributions, verification costs, chargebacks, refunded transactions, and any amounts attributable to Fraud.
Direct Marketing Communication means any marketing communication sent directly to an individual through electronic communication channels, including email, SMS, instant messaging services, push notifications, or similar electronic means.
Fixed Fee means, where applicable, a fixed amount payable to the Affiliate as agreed in an IO or Custom Commission Arrangement, applicable only for the duration or period specified therein.
Fixed Fee Payment means the pro-rata portion of the Fixed Fee calculated by reference to the period elapsed up to the applicable Cut-Off Date or Jurisdiction Cut-Off Date.
Fraud means any fraudulent, abusive, deceptive, or bad-faith activity determined by the Company, any Group Company, or an Operator, including without limitation bonus abuse, chargebacks, collusion, VPN or proxy usage, unauthorised incentives, cashback schemes, Spam Traffic, artificial inflation of Customers or Commission, or any breach of Applicable Laws.
Guidelines means any guidelines, policies, or instructions issued by us from time to time, whether by email or via the Affiliate Program Site.
Group Company or Group Companies means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company.
Hybrid Commission means a commission structure combining a CPA Commission and a Revenue Share Commission in respect of a Customer, payable in accordance with this Agreement once the CPA qualification criteria are met, and applicable only where expressly agreed in an IO or a Custom Commission Arrangement and only for the duration thereof.
Intellectual Property Rights means all intellectual and industrial property rights of any kind, whether registered or unregistered, including copyrights, trademarks, trade names, domain names, designs, patents, databases, know-how, and all related rights and applications.IO or Insertion Order means a written insertion order signed by authorised representatives of the Company and the Affiliate, setting out specific commercial terms, commissions, and duration.
Jurisdiction Cut-Off Date has the meaning given to it in Section 8.15.
Legal Age or Legally of Age means the higher of (i) 18 years of age, and (ii) the legal age for participation in real-money gambling in the relevant jurisdiction.
Listing Fee means, where applicable, a one-time fee payable to the Affiliate for displaying Marketing Materials in agreed positions, as set out in an IO or Custom Commission Arrangement.
Listing Fee Repayment means the pro-rata repayment of a Listing Fee calculated in accordance with this Agreement.
Marketing Materials means the online marketing assets (including banners, text links, and other creatives) containing Tracking Links and made available by us for use in promoting the Promoted Sites.
Marks has the meaning given to it in Section 11.2.
Net Revenue means the net gaming revenue generated by Customers, calculated in accordance with this Agreement after deduction of applicable costs, charges, refunds, bonuses, taxes, and Fraud-related amounts.
Operator means the owner and/or operator of a Promoted Site.
Payment Method has the meaning given to it in Section 8.5.
Personal Data means any information relating to an identified or identifiable natural person.
Privacy and Data Protection Requirements means the Regulation (EU) 2016/679 (the General Data Protection Regulation or “GDPR”), UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the Regulation of Investigatory Powers Act 2000, the Electronic Communications Data Protection Directive (2002/58/EC) (as amended), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data, direct marketing and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction, as amended from time to time.
Prohibited Territory or Prohibited Territories means any jurisdiction from which a Promoted Site does not accept end users, as notified by us from time to time, including the jurisdictions listed in this Agreement until amended by us.
Promoted Site or Promoted Sites means any website or application operated by an Operator and promoted through the Affiliate Program.
Regulator means any governmental, regulatory, or supervisory authority with jurisdiction over the Company, any Group Company, or an Operator.
Registration Form means the application form made available through the Affiliate Program Site (or such other URL as we may designate) for applying to participate in the Affiliate Program.
Relatives means a spouse, partner, parent, child, or sibling.
Revenue Share Commission means a percentage of Net Revenue payable to the Affiliate as displayed in the Affiliate Program Site or otherwise notified by us, or as agreed in an IO or Custom Commission Arrangement, where applicable.
Spam means emails and messages that meet any one or more of the following criteria: (i) unsolicited mailing; (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating IP Address and/or the originating email address and/or you as sender of the email/message, and/ or indicates or implies that the message is sent by us (including by way of example and without limitation by naming us as the sender of a promotion mail); (iv) does not contain an online and real time remove/unsubscribe option, which is presented clearly in each communication;
(v) bundles certain software with other software, or (vi) inserts icons or causes software download or installation or similar action without the consent of the addressee.
Spam Traffic means any traffic, deposits, or revenue generated through unlawful, misleading, or bad-faith means.Standard Commission means the default commission structure applicable to the Affiliate under the Affiliate Program, as displayed on the Affiliate Program Site or otherwise notified by us from time to time, unless replaced or suspended by an IO or a Custom Commission Arrangement (as applicable).
Sub-Affiliate means a person or entity referred by the Affiliate via a sub-affiliate tracking link and approved by us to participate in the Affiliate Program.
Sub-Affiliate Fee has the meaning given to it in Section 19.5.
Tracking Link means a unique tracking URL used to identify Customers referred by the Affiliate.
2.2. Any phrase introduced by the terms "including", "include", "in particular" or any similar expressionshall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.3. If any provision in a definition is a substantive provision conferring rights or imposing obligationson any party, notwithstanding that it is only in the definition clause, effect shall be given to it as if itwere a substantive provision in the body of the Agreement.
2.4. The headings in this Agreement are for ease of reference only and shall not affect its construction.
2.5. In this Agreement, if the context so requires, references to the singular shall include the plural andvice versa.
2.6. A reference to any statute, statutory provision or statutory instrument includes a reference to thatstatute, statutory provision or statutory instrument together with all rules and regulations madeunder them and as from time to time amended, consolidated or re-enacted.
Additional Payments means, where applicable, the Fixed Fee and/or the Listing Fee.
Administrative Fees means any administrative fees charged by the Company in connection with the Affiliate Program.
Affiliate, you or your means the individual, company, or other legal entity that completes and submits the Registration Form and is approved by the Company to participate in the Affiliate Program in accordance with this Agreement.
Affiliate Account means the online account created for you within the Affiliate Program, accessible through the Affiliate Program Site, and used to manage your participation in the Affiliate Program.
Affiliate Payments means, where applicable, the Revenue Share Commission, CPA Commission, Hybrid Commission, Fixed Fee, Listing Fee and/or Sub-Affiliate Fee payable to the Affiliate under this Agreement.
Affiliate Program means the DriveAffiliates affiliate program operated by the Company and made available through the Affiliate Program Site.
Affiliate Program Site means the website located at https://driveaffiliates.com/, including any subdomains used for registration, reporting, tracking, account management, or communications.
Affiliate Site or Affiliate Sites means the websites and/or mobile applications owned or operated by you and used to promote the Promoted Sites, as detailed in your Registration Form or otherwise approved by us from time to time.
Applicable Laws means all applicable laws, statutes, directives, regulations, marketing guidelines, mandatory codes of practice or conduct, regulatory requirements, judgments, orders, ordinances, and decrees imposed by any competent governmental, regulatory, or supervisory authority, including without limitation, all Privacy and Data Protection Requirements.
Application Approval means the Company’s approval of your Registration Form in accordance with Section 3.
Back Office means the software and systems used by the Company to manage and administer the Affiliate Program.Bonuses means any credits, bonus funds, bonus points, free bets, or other promotional amounts granted to Customers.
Commission means, where applicable, the Revenue Share Commission, CPA Commission and/or Hybrid Commission payable to the Affiliate.
Company, us, we or our means 3-102- 945295 SOCIEDAD DE RESPONSABILIDAD LIMITADA, a company incorporated under the laws Costa Rica, operating the Affiliate Program.
CPA Commission means, where applicable, a fixed commission payable to the Affiliate for each person who, during the term of the relevant IO or Custom Commission Arrangement (as applicable):
i. becomes a Customer on a Promoted Site;
ii. makes a minimum real-money deposit as specified in the applicable IO or Custom Commission Arrangement; and
iii. wagers a minimum amount as specified in the applicable IO or Custom Commission Arrangement.
For the avoidance of doubt, CPA Commission applies only where expressly agreed in an IO or a Custom Commission Arrangement and only for the duration thereof.
Customer means a person who is not located in a Prohibited Territory and who:
i. accesses a Promoted Site via a Tracking Link from an Affiliate Site;
ii. registers a new account with the relevant Operator;
iii. has not previously held an account with that Operator;
iv. has their registration validated by the Operator; and
v. satisfies any additional criteria set out in this Agreement, an IO, or a Custom Commission Arrangement (where applicable).
Cut-Off Date has the meaning given to it in Section 8.14.
Custom Commission Arrangement means a commission structure or payment arrangement that differs from the Standard Commission and is agreed between the Company and Affiliate and is recorded in the Back Office.
Deductible Costs means any third-party fees or costs incurred by the Company, any Group Company and/or an Operator, including licensing fees, payment processing fees, software or game royalties, jackpot contributions, verification costs, chargebacks, refunded transactions, and any amounts attributable to Fraud.
Direct Marketing Communication means any marketing communication sent directly to an individual through electronic communication channels, including email, SMS, instant messaging services, push notifications, or similar electronic means.
Fixed Fee means, where applicable, a fixed amount payable to the Affiliate as agreed in an IO or Custom Commission Arrangement, applicable only for the duration or period specified therein.
Fixed Fee Payment means the pro-rata portion of the Fixed Fee calculated by reference to the period elapsed up to the applicable Cut-Off Date or Jurisdiction Cut-Off Date.
Fraud means any fraudulent, abusive, deceptive, or bad-faith activity determined by the Company, any Group Company, or an Operator, including without limitation bonus abuse, chargebacks, collusion, VPN or proxy usage, unauthorised incentives, cashback schemes, Spam Traffic, artificial inflation of Customers or Commission, or any breach of Applicable Laws.
Guidelines means any guidelines, policies, or instructions issued by us from time to time, whether by email or via the Affiliate Program Site.
Group Company or Group Companies means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company.
Hybrid Commission means a commission structure combining a CPA Commission and a Revenue Share Commission in respect of a Customer, payable in accordance with this Agreement once the CPA qualification criteria are met, and applicable only where expressly agreed in an IO or a Custom Commission Arrangement and only for the duration thereof.
Intellectual Property Rights means all intellectual and industrial property rights of any kind, whether registered or unregistered, including copyrights, trademarks, trade names, domain names, designs, patents, databases, know-how, and all related rights and applications.IO or Insertion Order means a written insertion order signed by authorised representatives of the Company and the Affiliate, setting out specific commercial terms, commissions, and duration.
Jurisdiction Cut-Off Date has the meaning given to it in Section 8.15.
Legal Age or Legally of Age means the higher of (i) 18 years of age, and (ii) the legal age for participation in real-money gambling in the relevant jurisdiction.
Listing Fee means, where applicable, a one-time fee payable to the Affiliate for displaying Marketing Materials in agreed positions, as set out in an IO or Custom Commission Arrangement.
Listing Fee Repayment means the pro-rata repayment of a Listing Fee calculated in accordance with this Agreement.
Marketing Materials means the online marketing assets (including banners, text links, and other creatives) containing Tracking Links and made available by us for use in promoting the Promoted Sites.
Marks has the meaning given to it in Section 11.2.
Net Revenue means the net gaming revenue generated by Customers, calculated in accordance with this Agreement after deduction of applicable costs, charges, refunds, bonuses, taxes, and Fraud-related amounts.
Operator means the owner and/or operator of a Promoted Site.
Payment Method has the meaning given to it in Section 8.5.
Personal Data means any information relating to an identified or identifiable natural person.
Privacy and Data Protection Requirements means the Regulation (EU) 2016/679 (the General Data Protection Regulation or “GDPR”), UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the Regulation of Investigatory Powers Act 2000, the Electronic Communications Data Protection Directive (2002/58/EC) (as amended), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data, direct marketing and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction, as amended from time to time.
Prohibited Territory or Prohibited Territories means any jurisdiction from which a Promoted Site does not accept end users, as notified by us from time to time, including the jurisdictions listed in this Agreement until amended by us.
Promoted Site or Promoted Sites means any website or application operated by an Operator and promoted through the Affiliate Program.
Regulator means any governmental, regulatory, or supervisory authority with jurisdiction over the Company, any Group Company, or an Operator.
Registration Form means the application form made available through the Affiliate Program Site (or such other URL as we may designate) for applying to participate in the Affiliate Program.
Relatives means a spouse, partner, parent, child, or sibling.
Revenue Share Commission means a percentage of Net Revenue payable to the Affiliate as displayed in the Affiliate Program Site or otherwise notified by us, or as agreed in an IO or Custom Commission Arrangement, where applicable.
Spam means emails and messages that meet any one or more of the following criteria: (i) unsolicited mailing; (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating IP Address and/or the originating email address and/or you as sender of the email/message, and/ or indicates or implies that the message is sent by us (including by way of example and without limitation by naming us as the sender of a promotion mail); (iv) does not contain an online and real time remove/unsubscribe option, which is presented clearly in each communication;
(v) bundles certain software with other software, or (vi) inserts icons or causes software download or installation or similar action without the consent of the addressee.
Spam Traffic means any traffic, deposits, or revenue generated through unlawful, misleading, or bad-faith means.Standard Commission means the default commission structure applicable to the Affiliate under the Affiliate Program, as displayed on the Affiliate Program Site or otherwise notified by us from time to time, unless replaced or suspended by an IO or a Custom Commission Arrangement (as applicable).
Sub-Affiliate means a person or entity referred by the Affiliate via a sub-affiliate tracking link and approved by us to participate in the Affiliate Program.
Sub-Affiliate Fee has the meaning given to it in Section 19.5.
Tracking Link means a unique tracking URL used to identify Customers referred by the Affiliate.
2.2. Any phrase introduced by the terms "including", "include", "in particular" or any similar expressionshall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.3. If any provision in a definition is a substantive provision conferring rights or imposing obligationson any party, notwithstanding that it is only in the definition clause, effect shall be given to it as if itwere a substantive provision in the body of the Agreement.
2.4. The headings in this Agreement are for ease of reference only and shall not affect its construction.
2.5. In this Agreement, if the context so requires, references to the singular shall include the plural andvice versa.
2.6. A reference to any statute, statutory provision or statutory instrument includes a reference to thatstatute, statutory provision or statutory instrument together with all rules and regulations madeunder them and as from time to time amended, consolidated or re-enacted.
3. Registration and joining the Affiliate Program
3.1. To apply to join the Affiliate Program, you must complete and submit the registration form available at https://go.driveaffiliates.com/v2/sign-up (the “Registration Form”).
3.2. You represent and warrant that all information submitted by you in the Registration Form is true, accurate, complete, and not misleading. Submission of the Registration Form does not guarantee acceptance into the Affiliate Program.
3.3. Participation in the Affiliate Program is permitted only:
(a) if you are an individual, where you are Legally of Age; or
(b) if you are a legal entity, where no individual engaged by you in connection with the Affiliate
Program is below the Legal Age.
3.4. We may approve your Registration Form at our discretion. Approval may be granted immediately, conditionally, or following further communication with you, including via the Affiliate Program interface or other communication channels, in order to understand your traffic sources, business model, or proposed commercial terms.
3.5. You shall be permitted to participate in the Affiliate Program only once your Registration Form has been approved by us (“Application Approval”). We may approve your application even if no Insertion Order or Custom Commission Arrangement has been agreed.
3.6. We may, but are not obliged to, enter into an Insertion Order or agree a Custom Commission Arrangement with you. Unless and until an IO or Custom Commission Arrangement is expressly agreed in writing, the Standard Commission shall apply.
3.7. You shall not market or promote the Promoted Sites unless and until Application Approval has been granted. For the avoidance of doubt, no Affiliate Payments shall be payable in respect of any activity carried out prior to Application Approval.
3.8. We may, at any time and at our discretion, request additional information or documentation from you for compliance, verification, or operational purposes. You agree to provide such information promptly upon request.
3.9. You shall promptly update your Affiliate Account if any information previously provided becomes inaccurate, incomplete, or outdated.
3.10. Your Affiliate Account is personal to you. You shall not permit any third party to access or use your Affiliate Account credentials. You are fully responsible for all activity carried out through your Affiliate Account and must notify us immediately of any unauthorised use.
3.11. We may withhold Affiliate Payments and/or suspend your participation in the Affiliate Program if you fail to provide requested information, provide misleading or inaccurate information, or otherwise breach this Agreement.
3.2. You represent and warrant that all information submitted by you in the Registration Form is true, accurate, complete, and not misleading. Submission of the Registration Form does not guarantee acceptance into the Affiliate Program.
3.3. Participation in the Affiliate Program is permitted only:
(a) if you are an individual, where you are Legally of Age; or
(b) if you are a legal entity, where no individual engaged by you in connection with the Affiliate
Program is below the Legal Age.
3.4. We may approve your Registration Form at our discretion. Approval may be granted immediately, conditionally, or following further communication with you, including via the Affiliate Program interface or other communication channels, in order to understand your traffic sources, business model, or proposed commercial terms.
3.5. You shall be permitted to participate in the Affiliate Program only once your Registration Form has been approved by us (“Application Approval”). We may approve your application even if no Insertion Order or Custom Commission Arrangement has been agreed.
3.6. We may, but are not obliged to, enter into an Insertion Order or agree a Custom Commission Arrangement with you. Unless and until an IO or Custom Commission Arrangement is expressly agreed in writing, the Standard Commission shall apply.
3.7. You shall not market or promote the Promoted Sites unless and until Application Approval has been granted. For the avoidance of doubt, no Affiliate Payments shall be payable in respect of any activity carried out prior to Application Approval.
3.8. We may, at any time and at our discretion, request additional information or documentation from you for compliance, verification, or operational purposes. You agree to provide such information promptly upon request.
3.9. You shall promptly update your Affiliate Account if any information previously provided becomes inaccurate, incomplete, or outdated.
3.10. Your Affiliate Account is personal to you. You shall not permit any third party to access or use your Affiliate Account credentials. You are fully responsible for all activity carried out through your Affiliate Account and must notify us immediately of any unauthorised use.
3.11. We may withhold Affiliate Payments and/or suspend your participation in the Affiliate Program if you fail to provide requested information, provide misleading or inaccurate information, or otherwise breach this Agreement.
4. Your Use of the Marketing Materials
4.1. From the date of Application Approval until termination of your participation in the Affiliate Program, you may use the Marketing Materials solely for the purpose of marketing and promoting the Promoted Sites on the Affiliate Sites, strictly in accordance with this Agreement.
4.2. You shall use only the most current and up-to-date Marketing Materials made available to you by the Company.
4.3. You shall not alter, modify, adapt, or amend the Marketing Materials, including any Tracking Links, without our prior written approval. Without prejudice to any other rights or remedies, any unauthorised alteration may result in the relevant Tracking Links being rendered inoperative.
4.4. Your use of the Marketing Materials shall comply at all times with Applicable Laws.
4.5. You shall not use the Marketing Materials on any Affiliate Site that breaches Applicable Laws.
4.6. You shall not use the Marketing Materials on any Affiliate Site that infringes any third party Intellectual Property Rights.
4.7. We may require you, at any time and in our sole discretion, to change the positioning of the Marketing Materials, replace them with alternative Marketing Materials, or cease their use entirely, and you shall immediately comply with such request.
4.8. You shall not provide, sublicense, or otherwise make the Marketing Materials available to any third party.
4.9. You shall fully cooperate with the Company to establish, maintain, and properly implement the Marketing Materials, including the Tracking Links.
4.10. We may amend our tracking systems and reporting formats at any time in our sole discretion and will notify you of such changes by email.4.11. If your use of any Marketing Materials, including Tracking Links, does not comply with this Agreement, we may deactivate or disable the relevant Marketing Materials or Tracking Links without liability.
4.12. Any Insertion Order shall be agreed separately in writing and shall be governed by the terms of
this Agreement.
4.2. You shall use only the most current and up-to-date Marketing Materials made available to you by the Company.
4.3. You shall not alter, modify, adapt, or amend the Marketing Materials, including any Tracking Links, without our prior written approval. Without prejudice to any other rights or remedies, any unauthorised alteration may result in the relevant Tracking Links being rendered inoperative.
4.4. Your use of the Marketing Materials shall comply at all times with Applicable Laws.
4.5. You shall not use the Marketing Materials on any Affiliate Site that breaches Applicable Laws.
4.6. You shall not use the Marketing Materials on any Affiliate Site that infringes any third party Intellectual Property Rights.
4.7. We may require you, at any time and in our sole discretion, to change the positioning of the Marketing Materials, replace them with alternative Marketing Materials, or cease their use entirely, and you shall immediately comply with such request.
4.8. You shall not provide, sublicense, or otherwise make the Marketing Materials available to any third party.
4.9. You shall fully cooperate with the Company to establish, maintain, and properly implement the Marketing Materials, including the Tracking Links.
4.10. We may amend our tracking systems and reporting formats at any time in our sole discretion and will notify you of such changes by email.4.11. If your use of any Marketing Materials, including Tracking Links, does not comply with this Agreement, we may deactivate or disable the relevant Marketing Materials or Tracking Links without liability.
4.12. Any Insertion Order shall be agreed separately in writing and shall be governed by the terms of
this Agreement.
5. Your marketing of the Promoted Sites and your Affiliate Sites
5.1. You shall immediately comply with all guidelines, policies, instructions, terms and conditionsissued by us, as amended from time to time, whether provided to you by email or made availablethrough the Affiliate Program Site.
5.2. You shall comply with all Applicable Laws at all times, and the Affiliate Sites shall comply with allApplicable Laws.
5.3. You represent and warrant that you are the lawful owner and operator of the Affiliate Sites.
5.4. The Affiliate Sites shall not infringe any third party Intellectual Property Rights.
5.5. You shall promptly comply with any instructions issued by us relating to the marketing andpromotion of the Promoted Sites.
5.6. The Affiliate Sites shall not be designed to appeal to, or target, individuals below the Legal Age.
5.7. The Affiliate Sites shall not be designed to distribute, promote, or contain any malware, spyware,adware, trojans, viruses, worms, spybots, keyloggers, or any other malicious or unwanted software orcode.
5.8. Content Restrictions. The Affiliate Sites shall not contain any content which we reasonablydetermine to be unlawful, harmful, threatening, defamatory, obscene, harassing, or otherwiseinappropriate, including without limitation:
(a) hard or soft adult content, pornographic or sexually explicit material (collectively, “ExcludedContent”);
(b) discriminatory content, including on the basis of gender, race, religion, disability, or sexualorientation;
(c) offensive, profane, hateful, threatening, harmful, defamatory, libellous, or harassing content; or
(d) violent content.
5.2. You shall comply with all Applicable Laws at all times, and the Affiliate Sites shall comply with allApplicable Laws.
5.3. You represent and warrant that you are the lawful owner and operator of the Affiliate Sites.
5.4. The Affiliate Sites shall not infringe any third party Intellectual Property Rights.
5.5. You shall promptly comply with any instructions issued by us relating to the marketing andpromotion of the Promoted Sites.
5.6. The Affiliate Sites shall not be designed to appeal to, or target, individuals below the Legal Age.
5.7. The Affiliate Sites shall not be designed to distribute, promote, or contain any malware, spyware,adware, trojans, viruses, worms, spybots, keyloggers, or any other malicious or unwanted software orcode.
5.8. Content Restrictions. The Affiliate Sites shall not contain any content which we reasonablydetermine to be unlawful, harmful, threatening, defamatory, obscene, harassing, or otherwiseinappropriate, including without limitation:
(a) hard or soft adult content, pornographic or sexually explicit material (collectively, “ExcludedContent”);
(b) discriminatory content, including on the basis of gender, race, religion, disability, or sexualorientation;
(c) offensive, profane, hateful, threatening, harmful, defamatory, libellous, or harassing content; or
(d) violent content.
Exception.
Not with standing the above, the Affiliate Sites may contain Excluded Content only where we have provided our prior written consent, which may be granted:
• expressly in an IO; or
• expressly in writing by email.
Where consent is granted:
• such consent shall apply only for the duration and scope expressly approved; and
• we may withdraw such consent at any time by written notice, upon which you shallimmediately remove all Excluded Content from the Affiliate Sites.
• expressly in an IO; or
• expressly in writing by email.
Where consent is granted:
• such consent shall apply only for the duration and scope expressly approved; and
• we may withdraw such consent at any time by written notice, upon which you shallimmediately remove all Excluded Content from the Affiliate Sites.
5.9. Prohibited Territories. You shall not, directly or indirectly, market or promote any Promoted Siteto any person located in a Prohibited Territory, and no person located in a Prohibited Territory shallqualify as a Customer.
5.10. Bonus Codes and Promotions. Subject to our prior written consent, you may promote thePromoted Sites by publishing bonus codes or promotional offers. All such promotions shall complywith this Agreement and all Applicable Laws.
5.11. You shall market and promote the Promoted Sites at all times:(a) in compliance with Applicable Laws;(b) without infringing any third party Intellectual Property Rights; and(c) exclusively to persons above the Legal Age.
5.12. Social Responsibility. You shall market and promote the Promoted Sites in a socially responsiblemanner and shall not engage in marketing which:
(i) encourages socially irresponsible behaviour or emotional harm;
(ii) claims gambling is risk-free or free from financial loss;
(iii) promotes gambling as a solution to financial or personal problems;
(iv) misrepresents the likelihood of winning or expected returns;
(v) implies skill influences games of pure chance;
(vi) suggests anonymous gambling is possible;
(vii) targets or appeals to individuals under the age of 18;
(viii) condones criminal or antisocial behaviour;
(ix) presents gambling as central to personal success or identity;
(x) promotes gambling as employment or financial investment;
(xi) exploits vulnerable persons;
(xii) links gambling with sexual success or attractiveness; or
(xiii) applies peer pressure or disparages abstention from gambling.
5.13. Subject to Sections 11.5 and 11.6, you may engage in keyword bidding and pay-per-clickadvertising in relation to the Promoted Sites.
5.14. You are solely responsible for the operation and content of the Affiliate Sites, including theaccuracy, completeness, and legality of such content.
5.15. Except for authorised use of the Marketing Materials, the Affiliate Sites shall not contain contentcopied from, or designed to resemble, the Promoted Sites.
5.16. You shall not advertise or promote the Promoted Sites using any method or channel notexpressly approved by us in advance.
5.17. You shall not engage in any Direct Marketing Communications unless expressly authorised underan IO or Custom Commission Arrangement, and only for the duration of such authorisation, inaccordance with Section 6.
5.18. Where a Listing Fee applies, you shall ensure that the Marketing Materials are displayed at alltimes in the agreed positions on the Affiliate Sites in accordance with the applicable IO or CustomCommission Arrangement.
5.10. Bonus Codes and Promotions. Subject to our prior written consent, you may promote thePromoted Sites by publishing bonus codes or promotional offers. All such promotions shall complywith this Agreement and all Applicable Laws.
5.11. You shall market and promote the Promoted Sites at all times:(a) in compliance with Applicable Laws;(b) without infringing any third party Intellectual Property Rights; and(c) exclusively to persons above the Legal Age.
5.12. Social Responsibility. You shall market and promote the Promoted Sites in a socially responsiblemanner and shall not engage in marketing which:
(i) encourages socially irresponsible behaviour or emotional harm;
(ii) claims gambling is risk-free or free from financial loss;
(iii) promotes gambling as a solution to financial or personal problems;
(iv) misrepresents the likelihood of winning or expected returns;
(v) implies skill influences games of pure chance;
(vi) suggests anonymous gambling is possible;
(vii) targets or appeals to individuals under the age of 18;
(viii) condones criminal or antisocial behaviour;
(ix) presents gambling as central to personal success or identity;
(x) promotes gambling as employment or financial investment;
(xi) exploits vulnerable persons;
(xii) links gambling with sexual success or attractiveness; or
(xiii) applies peer pressure or disparages abstention from gambling.
5.13. Subject to Sections 11.5 and 11.6, you may engage in keyword bidding and pay-per-clickadvertising in relation to the Promoted Sites.
5.14. You are solely responsible for the operation and content of the Affiliate Sites, including theaccuracy, completeness, and legality of such content.
5.15. Except for authorised use of the Marketing Materials, the Affiliate Sites shall not contain contentcopied from, or designed to resemble, the Promoted Sites.
5.16. You shall not advertise or promote the Promoted Sites using any method or channel notexpressly approved by us in advance.
5.17. You shall not engage in any Direct Marketing Communications unless expressly authorised underan IO or Custom Commission Arrangement, and only for the duration of such authorisation, inaccordance with Section 6.
5.18. Where a Listing Fee applies, you shall ensure that the Marketing Materials are displayed at alltimes in the agreed positions on the Affiliate Sites in accordance with the applicable IO or CustomCommission Arrangement.
6. Electronic Marketing of the Promoted Sites
6.1. Where expressly permitted under an IO or a Custom Commission Arrangement, you may engagein Direct Marketing Communications in relation to the Promoted Sites. You represent and warrantthat all Direct Marketing Communications and all direct marketing activities conducted by you shallcomply with this Agreement (including this Section 6) and all Applicable Laws.
6.2. You acknowledge and agree that you are solely responsible for all Direct MarketingCommunications initiated by you, including full compliance with all Applicable Laws, privacy laws, , andany successor legislation.
6.3. You represent and warrant that each Direct Marketing Communication:
(a) clearly and unambiguously identifies that you are advertising the Promoted Sites and that thecommunication is sent by you, and not by the Company, any Group Company, or any Operator;
(b) clearly identifies itself as a commercial communication;
(c) is not sent to individuals below the Legal Age;
(d) contains accurate sender information, including a true and identifiable sender name, and doesnot conceal, falsify, or misrepresent your identity or suggest that the communication is sent onbehalf of the Company;
(e) includes a clear, functional, and easily accessible opt-out or unsubscribe mechanism, togetherwith a valid contact method allowing recipients to opt out of future communications;
(f) is not sent to any individual who has opted out of receiving marketing communications;
(g) includes a clear and accessible link to a privacy policy; and
(h) where any third party is engaged to send Direct Marketing Communications on your behalf, youremain fully responsible for ensuring such third party’s compliance with this Agreement and allApplicable Laws.
6.4. Prior to sending any Direct Marketing Communication, you shall obtain the recipient’s valid prioropt-in consent. Such consent must be freely given, specific, informed, and provided by a clearaffirmative action.
6.5. Any Direct Marketing Communication promoting the Promoted Sites shall comply with allapplicable marketing guidelines, Applicable Laws, and any additional guidelines notified to you via theAffiliate Program Site. All unsubscribe or opt-out mechanisms must remain functional at all times.
6.6. You shall maintain accurate, complete, and up-to-date records of all opt-out requests and ensurethat no further Direct Marketing Communications are sent to recipients who have opted out.
6.7. You shall implement and maintain effective suppression measures to ensure that Direct MarketingCommunications are not sent to:
(a) individuals who are self-excluded from any gambling platform, including any Promoted Site; or
(b) any other individuals who should not receive marketing relating to the Promoted Sites underApplicable Laws.
You shall ensure that no Direct Marketing Communication is sent to any individual following self-exclusion. You remain solely responsible for the content and manner of all Direct MarketingCommunications.
6.8. If you receive any complaint relating to a Direct Marketing Communication, you shall notify uspromptly and in any event within twenty-four (24) hours. Where we receive any complaint, request, orinquiry from a recipient or a competent authority relating to your Direct Marketing Communications,you shall, upon request, provide us within five (5) days with all relevant information, includingevidence of opt-in consent, the source of personal data, and any other information reasonablyrequired.
6.9. You authorise us to disclose your identity and contact details as the data controller responsible forDirect Marketing Communications to any recipient, regulator, or competent authority, and to provideany information supplied by you under this Section 6 as required to address complaints or regulatoryinquiries.
6.10. Any breach of this Section 6 shall be deemed a material breach of this Agreement.
6.2. You acknowledge and agree that you are solely responsible for all Direct MarketingCommunications initiated by you, including full compliance with all Applicable Laws, privacy laws, , andany successor legislation.
6.3. You represent and warrant that each Direct Marketing Communication:
(a) clearly and unambiguously identifies that you are advertising the Promoted Sites and that thecommunication is sent by you, and not by the Company, any Group Company, or any Operator;
(b) clearly identifies itself as a commercial communication;
(c) is not sent to individuals below the Legal Age;
(d) contains accurate sender information, including a true and identifiable sender name, and doesnot conceal, falsify, or misrepresent your identity or suggest that the communication is sent onbehalf of the Company;
(e) includes a clear, functional, and easily accessible opt-out or unsubscribe mechanism, togetherwith a valid contact method allowing recipients to opt out of future communications;
(f) is not sent to any individual who has opted out of receiving marketing communications;
(g) includes a clear and accessible link to a privacy policy; and
(h) where any third party is engaged to send Direct Marketing Communications on your behalf, youremain fully responsible for ensuring such third party’s compliance with this Agreement and allApplicable Laws.
6.4. Prior to sending any Direct Marketing Communication, you shall obtain the recipient’s valid prioropt-in consent. Such consent must be freely given, specific, informed, and provided by a clearaffirmative action.
6.5. Any Direct Marketing Communication promoting the Promoted Sites shall comply with allapplicable marketing guidelines, Applicable Laws, and any additional guidelines notified to you via theAffiliate Program Site. All unsubscribe or opt-out mechanisms must remain functional at all times.
6.6. You shall maintain accurate, complete, and up-to-date records of all opt-out requests and ensurethat no further Direct Marketing Communications are sent to recipients who have opted out.
6.7. You shall implement and maintain effective suppression measures to ensure that Direct MarketingCommunications are not sent to:
(a) individuals who are self-excluded from any gambling platform, including any Promoted Site; or
(b) any other individuals who should not receive marketing relating to the Promoted Sites underApplicable Laws.
You shall ensure that no Direct Marketing Communication is sent to any individual following self-exclusion. You remain solely responsible for the content and manner of all Direct MarketingCommunications.
6.8. If you receive any complaint relating to a Direct Marketing Communication, you shall notify uspromptly and in any event within twenty-four (24) hours. Where we receive any complaint, request, orinquiry from a recipient or a competent authority relating to your Direct Marketing Communications,you shall, upon request, provide us within five (5) days with all relevant information, includingevidence of opt-in consent, the source of personal data, and any other information reasonablyrequired.
6.9. You authorise us to disclose your identity and contact details as the data controller responsible forDirect Marketing Communications to any recipient, regulator, or competent authority, and to provideany information supplied by you under this Section 6 as required to address complaints or regulatoryinquiries.
6.10. Any breach of this Section 6 shall be deemed a material breach of this Agreement.
7. Commission
7.1. Standard Commission. From the date of Application Approval, the default revenue share commission applicable to the Affiliate Program (the “Standard Commission”) shall apply to Customers referred by you in accordance with this Agreement, unless replaced by a Custom Commission Arrangement or an IO. The Standard Commission shall be as displayed in the Affiliate Program Site.
7.2. Custom Commission Arrangements. We may, from time to time, agree with you a negotiated commission structure (a “Custom Commission Arrangement”), which shall apply instead of the Standard Commission for the duration of the Custom Commission Arrangement. During the term of a Custom Commission Arrangement:
(a) the Standard Commission shall be suspended; and
(b) no Commission shall be payable in respect of any Customers generated prior to the Custom Commission Arrangement coming into force.
Upon termination or expiry of the Custom Commission Arrangement (whichever occurs first), the Standard Commission shall apply to Customers generated thereafter.
7.3. Insertion Orders (IOs). Where a Custom Commission Arrangement is in force, we may additionally agree an insertion order (“IO”). For the duration of an IO:
(a) the applicable Custom Commission Arrangement and the Standard Commission shall both be
suspended;
(b) no Commission shall be payable in respect of Customers generated prior to the IO coming into
force.
Upon termination or expiry of an IO:
(i) if the Custom Commission Arrangement remains in force, the Custom Commission Arrangement shall apply to Customers generated thereafter; or
(ii) if the Custom Commission Arrangement has terminated, the Standard Commission shall apply to Customers generated thereafter.
7.4. CPA and Hybrid Commission Rules. Notwithstanding Sections 7.2 and 7.3:
7.4.1. CPA Commission. Where you are paid solely a CPA Commission in respect of a Customer, once such CPA Commission has been paid, no further Commission shall be payable in respect of that Customer.
7.4.2. Hybrid Commission. Where a Hybrid Commission applies:
(a) once the CPA component has been paid, no further CPA Commission shall be payable in respect of that Customer;
(b) if a person begins but does not complete the Customer qualification criteria for the CPA component during the applicable IO or Custom Commission Arrangement, no Commission shall be payable in respect of that person.
7.4.3. Suspended Structures. Where an IO applies a CPA-only structure and a suspended Custom Commission Arrangement provided for Hybrid or Revenue Share Commission, no Commission shall be payable in respect of Customers generated during the IO once the IO terminates or expires.7.5. Non-Retroactivity. Any amendment to an IO or a Custom Commission Arrangement shall apply only on a prospective basis and shall not affect Customers generated prior to the effective date of such amendment.
7.6. Additional Payments. We may agree to make Additional Payments to you under an IO and/or a Custom Commission Arrangement.
7.7. Expiry of IOs and Custom Commission Arrangements. The terms of an IO and/or a Custom Commission Arrangement shall not survive its termination or expiry unless expressly stated otherwise.
7.8. Ineligible Customers. You shall not register as a Customer and shall not be entitled to receive Commission in respect of yourself. If you are an individual, no Commission shall be payable in respect of any of your Relatives. If you are an entity, no Commission shall be payable in respect of any directors, officers, employees, or their Relatives. Only one Customer is permitted per household, device, or IP address.
7.9. Final Calculations. You acknowledge and agree that our tracking, measurement, and calculation of Customers, Commission, and Sub-Affiliate Fees shall be final, and any review shall be at our sole discretion.
7.2. Custom Commission Arrangements. We may, from time to time, agree with you a negotiated commission structure (a “Custom Commission Arrangement”), which shall apply instead of the Standard Commission for the duration of the Custom Commission Arrangement. During the term of a Custom Commission Arrangement:
(a) the Standard Commission shall be suspended; and
(b) no Commission shall be payable in respect of any Customers generated prior to the Custom Commission Arrangement coming into force.
Upon termination or expiry of the Custom Commission Arrangement (whichever occurs first), the Standard Commission shall apply to Customers generated thereafter.
7.3. Insertion Orders (IOs). Where a Custom Commission Arrangement is in force, we may additionally agree an insertion order (“IO”). For the duration of an IO:
(a) the applicable Custom Commission Arrangement and the Standard Commission shall both be
suspended;
(b) no Commission shall be payable in respect of Customers generated prior to the IO coming into
force.
Upon termination or expiry of an IO:
(i) if the Custom Commission Arrangement remains in force, the Custom Commission Arrangement shall apply to Customers generated thereafter; or
(ii) if the Custom Commission Arrangement has terminated, the Standard Commission shall apply to Customers generated thereafter.
7.4. CPA and Hybrid Commission Rules. Notwithstanding Sections 7.2 and 7.3:
7.4.1. CPA Commission. Where you are paid solely a CPA Commission in respect of a Customer, once such CPA Commission has been paid, no further Commission shall be payable in respect of that Customer.
7.4.2. Hybrid Commission. Where a Hybrid Commission applies:
(a) once the CPA component has been paid, no further CPA Commission shall be payable in respect of that Customer;
(b) if a person begins but does not complete the Customer qualification criteria for the CPA component during the applicable IO or Custom Commission Arrangement, no Commission shall be payable in respect of that person.
7.4.3. Suspended Structures. Where an IO applies a CPA-only structure and a suspended Custom Commission Arrangement provided for Hybrid or Revenue Share Commission, no Commission shall be payable in respect of Customers generated during the IO once the IO terminates or expires.7.5. Non-Retroactivity. Any amendment to an IO or a Custom Commission Arrangement shall apply only on a prospective basis and shall not affect Customers generated prior to the effective date of such amendment.
7.6. Additional Payments. We may agree to make Additional Payments to you under an IO and/or a Custom Commission Arrangement.
7.7. Expiry of IOs and Custom Commission Arrangements. The terms of an IO and/or a Custom Commission Arrangement shall not survive its termination or expiry unless expressly stated otherwise.
7.8. Ineligible Customers. You shall not register as a Customer and shall not be entitled to receive Commission in respect of yourself. If you are an individual, no Commission shall be payable in respect of any of your Relatives. If you are an entity, no Commission shall be payable in respect of any directors, officers, employees, or their Relatives. Only one Customer is permitted per household, device, or IP address.
7.9. Final Calculations. You acknowledge and agree that our tracking, measurement, and calculation of Customers, Commission, and Sub-Affiliate Fees shall be final, and any review shall be at our sole discretion.
8. Payment
8.1. Currency. All Affiliate Payments shall be made in Euros. You shall bear all currency conversion costs and any fees or charges associated with transferring funds to your selected Payment Method.
8.2. Reporting and Tracking. We shall make available to you, through the Affiliate Program Site, details of Customers, Commission and Sub-Affiliate Fees generated during each calendar month, together with any Additional Payments payable in the following month. Accurate tracking and reporting require that all Marketing Materials, including Tracking Links, are correctly implemented and formatted. In the event of any discrepancy between the information displayed in the Affiliate Account, the Back Office, or any other reports, statements, correspondence, or calculations, the records maintained in the Back Office shall prevail for all purposes, including the calculation of Customers, Commission, and Affiliate Payments.
8.3. Minimum Payment Threshold. If Affiliate Payments payable for any calendar month are less than EUR 300, such amount shall be carried forward until the total payable amount reaches at least EUR 300.
8.4. Payment Timing and Invoicing. Unless otherwise agreed in an IO and subject to your full compliance with this Agreement:
(a) Commission and Sub-Affiliate Fees shall be payable monthly in arrears, subject to receipt of a valid and undisputed invoice;
(b) Listing Fees shall be payable upon receipt of a valid invoice following execution of the relevant IO or the Custom Commission Arrangement coming into force (as applicable);
(c) Fixed Fees shall be payable monthly in arrears (where applicable), subject to receipt of a valid and undisputed invoice.
We shall pay all undisputed invoices within twenty (30) days of receipt.
8.5. Payment Method. Affiliate Payments shall be made to the payment method selected by you in the Application Form (the “Payment Method”). We shall have no liability for non-payment, mispayment,or delayed payment resulting from incorrect, incomplete, or outdated payment details provided by you.
8.6. Administrative Deductions. Where incorrect or incomplete payment details require investigation or additional administrative work, we may deduct a reasonable administrative fee from the Affiliate Payments. We are under no obligation to carry out such investigation or additional work.
8.7. Unclaimed Payments. If for six (6) consecutive calendar months we are unable to transfer Affiliate Payments due to incorrect or incomplete payment details or for reasons beyond our control, we may retain such Affiliate Payments and shall have no further liability to pay them to you.
8.8. Amendments under Custom Commission Arrangements. Where a Custom Commission Arrangement applies, we may amend the Commission structure, Commission amount, and/or Customer qualification criteria by giving you prior notice of the change and its effective date.
8.9. Breach-Related Payments. We may withhold or retain any Affiliate Payments generated in breach of this Agreement.
8.10. Operator Receipt Condition. Affiliate Payments shall only be payable to the extent the Company has received the corresponding payment from the relevant Operator.
8.11. Taxes. You are solely responsible for all taxes, duties, levies, or similar charges payable in connection with Affiliate Payments in any jurisdiction. Payments made to you are inclusive of all such amounts. We may deduct and withhold amounts required by Applicable Laws and remit them to the relevant authorities, and any such withholding shall be deemed payment to you.
8.12. No Negative Carry Over. A No Negative Carry Over Policy applies to Revenue Share Commissions and the Revenue Share component of Hybrid Commissions. If Net Revenue is negative in any calendar month, the applicable Revenue Share Commission shall be zero for that month. Where negative Net Revenue results from Fraud or breach of this Agreement, we may set off the negative balance against future Affiliate Payments.
8.13. Set-Off. We may set off any amounts owed by you to us against any Affiliate Payments payable to you, including liabilities arising from breach of this Agreement or any other agreement between the parties.
8.14. Promoted Site Removal. If a Promoted Site ceases to participate in the Affiliate Program, no Affiliate Payments shall be payable in respect of that Promoted Site after the applicable cut-off date (“Cut-Off Date”). Where an IO and/or Custom Commission Arrangement with Additional Payments is in force at the Cut-Off Date, the parties shall attempt in good faith to apply the Pro Rata Repayment to alternative advertising. Failing agreement within fourteen (14) days:
(a) any applicable Fixed Fee shall be paid on a pro rata basis and no further Fixed Fees shall be payable;
(b) unpaid Listing Fees shall not be payable; and
(c) paid Listing Fees shall be repaid in accordance with the Pro Rata Repayment provisions.
You shall immediately cease use of the Marketing Materials for the affected Promoted Site.
8.15. Jurisdiction Changes. Where a jurisdiction becomes a Prohibited Territory during the term of this Agreement, no Commission shall be payable in respect of Customers located in that jurisdiction from the applicable cut-off date (“Jurisdiction Cut-Off Date”). Where Additional Payments apply, the parties shall attempt in good faith to apply the Pro Rata Repayment to substitute advertising. Failing agreement within fourteen (14) days, the payment and repayment mechanics set out in Section 8.14 shall apply. You shall immediately cease marketing the Promoted Site in the affected jurisdiction.8.16 Crypto Payments. We may, at our sole discretion, remit your commissions or other amounts payable under this Agreement in cryptocurrency (“Crypto Payments”). Crypto Payments shall be made only to a valid digital wallet address provided in writing by you and verified by Us. You acknowledge and agree that:
(i) cryptocurrency values are volatile;
(ii) We shall calculate the amount owed in fiat currency (EUR/USD or other agreed currency) and convert such amount into cryptocurrency at the exchange rate applicable at the time the payment is executed; and
(iii) We shall not be liable for any fluctuations in the value of the cryptocurrency after the payment has been initiated. You shall ensure that any wallet address provided is accurate and under your full control. We shall not be responsible for payments sent to an incorrect, compromised, or misdirected wallet address supplied by you. You shall bear all network, or transaction fees associated with the transfer You represent and warrant that it complies with all applicable laws, tax obligations, reporting
requirements, sanctions restrictions, and regulatory frameworks relating to the receipt, holding, transfer, or conversion of cryptocurrency. You further agree to undergo any KYC/AML checks reasonably required by Us and acknowledge that You may withhold or suspend payment if such checks are incomplete, unsatisfactory, or raise compliance concerns. Crypto Payments shall be deemed final and irrevocable once broadcast to the relevant blockchain network. We may modify or discontinue the availability of cryptocurrency as a payment method upon written notice.
8.2. Reporting and Tracking. We shall make available to you, through the Affiliate Program Site, details of Customers, Commission and Sub-Affiliate Fees generated during each calendar month, together with any Additional Payments payable in the following month. Accurate tracking and reporting require that all Marketing Materials, including Tracking Links, are correctly implemented and formatted. In the event of any discrepancy between the information displayed in the Affiliate Account, the Back Office, or any other reports, statements, correspondence, or calculations, the records maintained in the Back Office shall prevail for all purposes, including the calculation of Customers, Commission, and Affiliate Payments.
8.3. Minimum Payment Threshold. If Affiliate Payments payable for any calendar month are less than EUR 300, such amount shall be carried forward until the total payable amount reaches at least EUR 300.
8.4. Payment Timing and Invoicing. Unless otherwise agreed in an IO and subject to your full compliance with this Agreement:
(a) Commission and Sub-Affiliate Fees shall be payable monthly in arrears, subject to receipt of a valid and undisputed invoice;
(b) Listing Fees shall be payable upon receipt of a valid invoice following execution of the relevant IO or the Custom Commission Arrangement coming into force (as applicable);
(c) Fixed Fees shall be payable monthly in arrears (where applicable), subject to receipt of a valid and undisputed invoice.
We shall pay all undisputed invoices within twenty (30) days of receipt.
8.5. Payment Method. Affiliate Payments shall be made to the payment method selected by you in the Application Form (the “Payment Method”). We shall have no liability for non-payment, mispayment,or delayed payment resulting from incorrect, incomplete, or outdated payment details provided by you.
8.6. Administrative Deductions. Where incorrect or incomplete payment details require investigation or additional administrative work, we may deduct a reasonable administrative fee from the Affiliate Payments. We are under no obligation to carry out such investigation or additional work.
8.7. Unclaimed Payments. If for six (6) consecutive calendar months we are unable to transfer Affiliate Payments due to incorrect or incomplete payment details or for reasons beyond our control, we may retain such Affiliate Payments and shall have no further liability to pay them to you.
8.8. Amendments under Custom Commission Arrangements. Where a Custom Commission Arrangement applies, we may amend the Commission structure, Commission amount, and/or Customer qualification criteria by giving you prior notice of the change and its effective date.
8.9. Breach-Related Payments. We may withhold or retain any Affiliate Payments generated in breach of this Agreement.
8.10. Operator Receipt Condition. Affiliate Payments shall only be payable to the extent the Company has received the corresponding payment from the relevant Operator.
8.11. Taxes. You are solely responsible for all taxes, duties, levies, or similar charges payable in connection with Affiliate Payments in any jurisdiction. Payments made to you are inclusive of all such amounts. We may deduct and withhold amounts required by Applicable Laws and remit them to the relevant authorities, and any such withholding shall be deemed payment to you.
8.12. No Negative Carry Over. A No Negative Carry Over Policy applies to Revenue Share Commissions and the Revenue Share component of Hybrid Commissions. If Net Revenue is negative in any calendar month, the applicable Revenue Share Commission shall be zero for that month. Where negative Net Revenue results from Fraud or breach of this Agreement, we may set off the negative balance against future Affiliate Payments.
8.13. Set-Off. We may set off any amounts owed by you to us against any Affiliate Payments payable to you, including liabilities arising from breach of this Agreement or any other agreement between the parties.
8.14. Promoted Site Removal. If a Promoted Site ceases to participate in the Affiliate Program, no Affiliate Payments shall be payable in respect of that Promoted Site after the applicable cut-off date (“Cut-Off Date”). Where an IO and/or Custom Commission Arrangement with Additional Payments is in force at the Cut-Off Date, the parties shall attempt in good faith to apply the Pro Rata Repayment to alternative advertising. Failing agreement within fourteen (14) days:
(a) any applicable Fixed Fee shall be paid on a pro rata basis and no further Fixed Fees shall be payable;
(b) unpaid Listing Fees shall not be payable; and
(c) paid Listing Fees shall be repaid in accordance with the Pro Rata Repayment provisions.
You shall immediately cease use of the Marketing Materials for the affected Promoted Site.
8.15. Jurisdiction Changes. Where a jurisdiction becomes a Prohibited Territory during the term of this Agreement, no Commission shall be payable in respect of Customers located in that jurisdiction from the applicable cut-off date (“Jurisdiction Cut-Off Date”). Where Additional Payments apply, the parties shall attempt in good faith to apply the Pro Rata Repayment to substitute advertising. Failing agreement within fourteen (14) days, the payment and repayment mechanics set out in Section 8.14 shall apply. You shall immediately cease marketing the Promoted Site in the affected jurisdiction.8.16 Crypto Payments. We may, at our sole discretion, remit your commissions or other amounts payable under this Agreement in cryptocurrency (“Crypto Payments”). Crypto Payments shall be made only to a valid digital wallet address provided in writing by you and verified by Us. You acknowledge and agree that:
(i) cryptocurrency values are volatile;
(ii) We shall calculate the amount owed in fiat currency (EUR/USD or other agreed currency) and convert such amount into cryptocurrency at the exchange rate applicable at the time the payment is executed; and
(iii) We shall not be liable for any fluctuations in the value of the cryptocurrency after the payment has been initiated. You shall ensure that any wallet address provided is accurate and under your full control. We shall not be responsible for payments sent to an incorrect, compromised, or misdirected wallet address supplied by you. You shall bear all network, or transaction fees associated with the transfer You represent and warrant that it complies with all applicable laws, tax obligations, reporting
requirements, sanctions restrictions, and regulatory frameworks relating to the receipt, holding, transfer, or conversion of cryptocurrency. You further agree to undergo any KYC/AML checks reasonably required by Us and acknowledge that You may withhold or suspend payment if such checks are incomplete, unsatisfactory, or raise compliance concerns. Crypto Payments shall be deemed final and irrevocable once broadcast to the relevant blockchain network. We may modify or discontinue the availability of cryptocurrency as a payment method upon written notice.
9. Fraud
9.1. We reserve the right, at any time, to investigate any actual or suspected Fraud, whether committed by you, any Customer, or any third party.
9.2. Any investigation into suspected Fraud may last for up to ninety (90) days. During the course of such investigation, we may suspend your Account in accordance with this Agreement.
9.3. Without prejudice to Section 13.4, if your Account is suspended due to an investigation into suspected Fraud:
9.3.1. we may withhold any Commission and Sub-Affiliate Fees accrued but unpaid prior to the suspension;
9.3.2. no Commission or Sub-Affiliate Fees shall accrue or be generated during the period of suspension;
9.3.3. where an IO and/or Custom Commission Arrangement is in force (including where suspended), we shall have no obligation to make any Affiliate Payments in respect of any Additional Payments that would otherwise become due during the suspension; and
9.3.4. you shall immediately cease all marketing and promotion of the Promoted Sites, including ceasing all use of the Marketing Materials.
9.4. If, following completion of a Fraud investigation, we lift the suspension of your Account:
9.4.1. you may resume use of the Marketing Materials to market and promote the Promoted Sites;
9.4.2. we shall pay any Commission accrued but unpaid prior to the suspension to the extent such Commission does not relate to Fraud;
9.4.3. we may retain any Commission relating to Fraud;
9.4.4. we shall pay any Sub-Affiliate Fees accrued but unpaid prior to the suspension;
9.4.5. any IO and/or Custom Commission Arrangement in force following the suspension shall continue in accordance with its terms; and
9.4.6. where, prior to the suspension, an IO and/or Custom Commission Arrangement was in force (including where suspended) and a Listing Fee had been paid, upon lifting the suspension the Affiliate shall immediately reinstate the Marketing Materials in the agreed positions. If the duration of such IO and/or Custom Commission Arrangement is not based on the number of Customers delivered, the Affiliate shall immediately pay the Company a pro rata repayment of the Listing Fee, calculated inproportion to the number of days the Account was suspended relative to the total duration of the IO or Custom Commission Arrangement (as applicable).
9.5. Any act of Fraud shall constitute a material breach of this Agreement by you.
9.6. We reserve the right to set off any amounts previously paid to you that relate to Fraud against any future Affiliate Payments payable to you.
9.2. Any investigation into suspected Fraud may last for up to ninety (90) days. During the course of such investigation, we may suspend your Account in accordance with this Agreement.
9.3. Without prejudice to Section 13.4, if your Account is suspended due to an investigation into suspected Fraud:
9.3.1. we may withhold any Commission and Sub-Affiliate Fees accrued but unpaid prior to the suspension;
9.3.2. no Commission or Sub-Affiliate Fees shall accrue or be generated during the period of suspension;
9.3.3. where an IO and/or Custom Commission Arrangement is in force (including where suspended), we shall have no obligation to make any Affiliate Payments in respect of any Additional Payments that would otherwise become due during the suspension; and
9.3.4. you shall immediately cease all marketing and promotion of the Promoted Sites, including ceasing all use of the Marketing Materials.
9.4. If, following completion of a Fraud investigation, we lift the suspension of your Account:
9.4.1. you may resume use of the Marketing Materials to market and promote the Promoted Sites;
9.4.2. we shall pay any Commission accrued but unpaid prior to the suspension to the extent such Commission does not relate to Fraud;
9.4.3. we may retain any Commission relating to Fraud;
9.4.4. we shall pay any Sub-Affiliate Fees accrued but unpaid prior to the suspension;
9.4.5. any IO and/or Custom Commission Arrangement in force following the suspension shall continue in accordance with its terms; and
9.4.6. where, prior to the suspension, an IO and/or Custom Commission Arrangement was in force (including where suspended) and a Listing Fee had been paid, upon lifting the suspension the Affiliate shall immediately reinstate the Marketing Materials in the agreed positions. If the duration of such IO and/or Custom Commission Arrangement is not based on the number of Customers delivered, the Affiliate shall immediately pay the Company a pro rata repayment of the Listing Fee, calculated inproportion to the number of days the Account was suspended relative to the total duration of the IO or Custom Commission Arrangement (as applicable).
9.5. Any act of Fraud shall constitute a material breach of this Agreement by you.
9.6. We reserve the right to set off any amounts previously paid to you that relate to Fraud against any future Affiliate Payments payable to you.
10. Additional Restrictions
10.1. You shall not, and shall not permit, assist, or encourage any third party to, directly or indirectly:
10.1.1. alter, redirect, interfere with, or otherwise disrupt the operation, functionality, or accessibilityof any Promoted Site or any part thereof;
10.1.2. copy, imitate, or resemble the look and feel of any Promoted Site, in whole or in part;
10.1.3. acquire, access, or attempt to acquire or access any rights to, or data relating to, Customers;
10.1.4. register as a Customer, or authorise, encourage, or assist any person to register as a Customer,other than by promoting the Promoted Sites in accordance with this Agreement;
10.1.5. cause any Promoted Site, or any page thereof, to open in a user’s browser other than as a directresult of the user clicking on the Marketing Materials;
10.1.6. intercept, divert, or redirect traffic from any Promoted Site, including through the use of user-installed software or similar mechanisms;
10.1.7. violate the terms of use or applicable policies of any search engine, advertising platform, orsimilar service;
10.1.8. market or promote any Promoted Site to persons located in any Prohibited Territory;
10.1.9. attempt to circumvent any restriction designed to prevent persons located in ProhibitedTerritories from becoming Customers, or disguise or misrepresent the geographical location of anyCustomer; or
10.1.10. disclose, transfer, sell, or otherwise provide any Customer data or details to any third party,whether during the term of this Agreement or at any time thereafter.
10.2. You shall not use the Marketing Materials in any manner that is detrimental to the Company, anyGroup Company, or any Operator, including any use that damages or is likely to damage their goodwillor reputation.
10.3. You shall not market or promote the Promoted Sites in any manner that competes with,undermines, or interferes with the marketing activities of the Company, any Group Company, or anyOperator in respect of the Promoted Sites, including (by way of example only) placing MarketingMaterials on websites or platforms where the Company, a Group Company, or an Operator is activelyadvertising the Promoted Sites.
10.1.1. alter, redirect, interfere with, or otherwise disrupt the operation, functionality, or accessibilityof any Promoted Site or any part thereof;
10.1.2. copy, imitate, or resemble the look and feel of any Promoted Site, in whole or in part;
10.1.3. acquire, access, or attempt to acquire or access any rights to, or data relating to, Customers;
10.1.4. register as a Customer, or authorise, encourage, or assist any person to register as a Customer,other than by promoting the Promoted Sites in accordance with this Agreement;
10.1.5. cause any Promoted Site, or any page thereof, to open in a user’s browser other than as a directresult of the user clicking on the Marketing Materials;
10.1.6. intercept, divert, or redirect traffic from any Promoted Site, including through the use of user-installed software or similar mechanisms;
10.1.7. violate the terms of use or applicable policies of any search engine, advertising platform, orsimilar service;
10.1.8. market or promote any Promoted Site to persons located in any Prohibited Territory;
10.1.9. attempt to circumvent any restriction designed to prevent persons located in ProhibitedTerritories from becoming Customers, or disguise or misrepresent the geographical location of anyCustomer; or
10.1.10. disclose, transfer, sell, or otherwise provide any Customer data or details to any third party,whether during the term of this Agreement or at any time thereafter.
10.2. You shall not use the Marketing Materials in any manner that is detrimental to the Company, anyGroup Company, or any Operator, including any use that damages or is likely to damage their goodwillor reputation.
10.3. You shall not market or promote the Promoted Sites in any manner that competes with,undermines, or interferes with the marketing activities of the Company, any Group Company, or anyOperator in respect of the Promoted Sites, including (by way of example only) placing MarketingMaterials on websites or platforms where the Company, a Group Company, or an Operator is activelyadvertising the Promoted Sites.
11. Intellectual Property Rights
11.1. Licence. From the date of Application Approval and for the duration of this Agreement, subject toyour compliance with its terms, we grant you a non-exclusive, revocable, non-transferable, non-assignable and non-sublicensable licence to use the Marketing Materials solely for the purpose ofdisplaying them on the Affiliate Sites in accordance with this Agreement.
11.2. Ownership. You acknowledge that the Company, its Group Companies and/or the Operators (asapplicable) own or are duly licensed to use all Intellectual Property Rights in and to the MarketingMaterials and the brands, trade names and trademarks relating to the Promoted Sites (collectively, the“Marks”). Any use of the Marketing Materials or the Marks by you shall inure exclusively to the benefit of the Company, its Group Companies and/or the Operators, and no rights, title or interest in theMarketing Materials or the Marks shall vest in you as a result of such use.
11.3. Reservation of Rights. All Intellectual Property Rights and any goodwill arising from theMarketing Materials shall remain the exclusive property of the Company, its Group Companies and/orthe Operators (as applicable).
11.4. No Imitation. The Affiliate Sites shall not imitate, copy, or resemble the look and feel of thePromoted Sites, nor create the impression that any Affiliate Site is operated by, affiliated with, orforms part of any Promoted Site.
11.5. Restrictions. You shall not, directly or indirectly:
(i) register, acquire, or apply to register any domain name that incorporates, consists of, or isconfusingly similar to any of the Marks;
(ii) bid on, purchase, or use keywords or search terms incorporating or similar to the Marks;
(iii) include metatags or metadata on the Affiliate Sites that are identical or similar to the Marks;
(iv) use any sub-domain name that incorporates, consists of, or is confusingly similar to the Marks;
(v) create, operate, or maintain any social media account incorporating or referencing the Marks;
(vi) register or apply to register any trademark, service mark, or trade name that incorporates, consistsof, or is confusingly similar to the Marks; or
(vii) purchase or register any identifiers, keywords or search terms for use in search engines, portals,social networks or advertising services that are identical or similar to the Marks, including any variationof the names or domain names of the Promoted Sites or any websites or applications operated by the Company, its Group Companies or any Operator.
11.6. Infringement and Transfer. If you become aware of any actual or potential non-compliance with Section 11.5, you shall immediately notify us. Upon our request, you shall promptly and fully cooperate to transfer to the Company or its nominated entity any domain name, keyword, search term, sub-domain, trademark, mark, or application that infringes or may infringe the Marks. You shall not allow any such registration or application to lapse prior to transfer and shall execute all document sand take all actions reasonably required to effect such transfer.
11.7. Survival and Enforcement. Your obligations under this Section 11 apply to any IntellectualProperty Rights registered or applied for before or after the effective date of this Agreement. We may,at our sole discretion, withhold any Affiliate Payments otherwise due to you until all relevantIntellectual Property Rights have been transferred and vested in the Company or its nominated entity to our satisfaction.
11.2. Ownership. You acknowledge that the Company, its Group Companies and/or the Operators (asapplicable) own or are duly licensed to use all Intellectual Property Rights in and to the MarketingMaterials and the brands, trade names and trademarks relating to the Promoted Sites (collectively, the“Marks”). Any use of the Marketing Materials or the Marks by you shall inure exclusively to the benefit of the Company, its Group Companies and/or the Operators, and no rights, title or interest in theMarketing Materials or the Marks shall vest in you as a result of such use.
11.3. Reservation of Rights. All Intellectual Property Rights and any goodwill arising from theMarketing Materials shall remain the exclusive property of the Company, its Group Companies and/orthe Operators (as applicable).
11.4. No Imitation. The Affiliate Sites shall not imitate, copy, or resemble the look and feel of thePromoted Sites, nor create the impression that any Affiliate Site is operated by, affiliated with, orforms part of any Promoted Site.
11.5. Restrictions. You shall not, directly or indirectly:
(i) register, acquire, or apply to register any domain name that incorporates, consists of, or isconfusingly similar to any of the Marks;
(ii) bid on, purchase, or use keywords or search terms incorporating or similar to the Marks;
(iii) include metatags or metadata on the Affiliate Sites that are identical or similar to the Marks;
(iv) use any sub-domain name that incorporates, consists of, or is confusingly similar to the Marks;
(v) create, operate, or maintain any social media account incorporating or referencing the Marks;
(vi) register or apply to register any trademark, service mark, or trade name that incorporates, consistsof, or is confusingly similar to the Marks; or
(vii) purchase or register any identifiers, keywords or search terms for use in search engines, portals,social networks or advertising services that are identical or similar to the Marks, including any variationof the names or domain names of the Promoted Sites or any websites or applications operated by the Company, its Group Companies or any Operator.
11.6. Infringement and Transfer. If you become aware of any actual or potential non-compliance with Section 11.5, you shall immediately notify us. Upon our request, you shall promptly and fully cooperate to transfer to the Company or its nominated entity any domain name, keyword, search term, sub-domain, trademark, mark, or application that infringes or may infringe the Marks. You shall not allow any such registration or application to lapse prior to transfer and shall execute all document sand take all actions reasonably required to effect such transfer.
11.7. Survival and Enforcement. Your obligations under this Section 11 apply to any IntellectualProperty Rights registered or applied for before or after the effective date of this Agreement. We may,at our sole discretion, withhold any Affiliate Payments otherwise due to you until all relevantIntellectual Property Rights have been transferred and vested in the Company or its nominated entity to our satisfaction.
12. Representations and Warranties
12.1. You represent and warrant to the Company that:
12.1.1. all information and documentation provided by you to the Company, including any informationsubmitted through the Application Form, is true, accurate, complete, and not misleading;
12.1.2. you will promptly comply with all instructions issued by the Company and with the Guidelines,as amended from time to time;
12.1.3. you will comply with all Applicable Laws throughout the term of this Agreement, and allmarketing and promotion of the Promoted Sites carried out by you shall comply with all ApplicableLaws;
12.1.4. you will comply with any schedules, appendices, or addenda forming part of this Agreement;
12.1.5. you have obtained, and will maintain throughout the term of this Agreement, all approvals,permits, licences, certificates, authorisations, and consents required to perform your obligationsunder this Agreement and as required by Applicable Laws or any Regulator;
12.1.6. you will not provide, sublicense, or otherwise make available the Marketing Materials to anythird party except as expressly permitted under this Agreement;
12.1.7. there are no legal, contractual, commercial, or other restrictions that would prevent ormaterially impair your ability to perform your obligations under this Agreement;
12.1.8. if you are an individual (and not a legal entity), you are Legally of Age;
12.1.9. you have independently assessed all laws applicable to your activities under this Agreement,including laws relating to the promotion of online gambling, and have determined that you may enterinto and perform this Agreement without breaching any Applicable Laws; and
12.1.10. you shall comply with all applicable gambling integrity and social responsibility requirements,including ensuring:
(i) gambling is not a source of crime or disorder and is not used to support crime;
(ii) gambling is conducted in a fair and open manner; and
(iii) children and other vulnerable persons are protected from being harmed or exploited by gambling.
12.2. The representations and warranties set out in this Section 12 shall be deemed repeated on eachday during the term of this Agreement.
12.1.1. all information and documentation provided by you to the Company, including any informationsubmitted through the Application Form, is true, accurate, complete, and not misleading;
12.1.2. you will promptly comply with all instructions issued by the Company and with the Guidelines,as amended from time to time;
12.1.3. you will comply with all Applicable Laws throughout the term of this Agreement, and allmarketing and promotion of the Promoted Sites carried out by you shall comply with all ApplicableLaws;
12.1.4. you will comply with any schedules, appendices, or addenda forming part of this Agreement;
12.1.5. you have obtained, and will maintain throughout the term of this Agreement, all approvals,permits, licences, certificates, authorisations, and consents required to perform your obligationsunder this Agreement and as required by Applicable Laws or any Regulator;
12.1.6. you will not provide, sublicense, or otherwise make available the Marketing Materials to anythird party except as expressly permitted under this Agreement;
12.1.7. there are no legal, contractual, commercial, or other restrictions that would prevent ormaterially impair your ability to perform your obligations under this Agreement;
12.1.8. if you are an individual (and not a legal entity), you are Legally of Age;
12.1.9. you have independently assessed all laws applicable to your activities under this Agreement,including laws relating to the promotion of online gambling, and have determined that you may enterinto and perform this Agreement without breaching any Applicable Laws; and
12.1.10. you shall comply with all applicable gambling integrity and social responsibility requirements,including ensuring:
(i) gambling is not a source of crime or disorder and is not used to support crime;
(ii) gambling is conducted in a fair and open manner; and
(iii) children and other vulnerable persons are protected from being harmed or exploited by gambling.
12.2. The representations and warranties set out in this Section 12 shall be deemed repeated on eachday during the term of this Agreement.
13. Duration, Termination and Consequences of Termination
13.1. This Agreement shall commence upon Agreement Acceptance and shall continue until terminated in accordance with this Agreement.
13.2. Either party may terminate this Agreement, or any IO and/or Custom Commission Arrangement, by giving not less than twenty-four (24) hours’ prior written notice to the other party by email. Your termination shall be effective only upon delivery of such notice in accordance with this Section.
You may not terminate this Agreement, any IO, or any Custom Commission Arrangement while your Account is suspended.
13.3. Upon termination of this Agreement for any reason, your participation in the Affiliate Program shall immediately cease.
13.4. We may terminate this Agreement, or any IO and/or Custom Commission Arrangement, with immediate effect by written notice if:
13.4.1. you breach, or we reasonably believe you have breached, this Agreement;
13.4.2. you breach Applicable Laws, or we reasonably believe you have breached Applicable Laws;
13.4.3. you take any action which we reasonably believe may expose the Company, any Group Company or any Operator to regulatory, legal, or reputational risk; or
13.4.4. the Company, any Group Company or any Operator is required by a Regulator to terminate its relationship with you.
13.5. Upon termination of this Agreement, any IO and/or Custom Commission Arrangement in force (including any suspended IO or Custom Commission Arrangement) shall automatically and immediately terminate.
13.6. Where this Agreement is terminated in accordance with Section 13.2 or Section 22 (Force Majeure), we shall pay you, subject to this Agreement, all Commission and Sub-Affiliate Fees accrued and payable as of the effective date of termination.
13.7. Where, at the effective date of termination, an IO and/or Custom Commission Arrangement was in force (including where suspended) and Additional Payments had been agreed:
13.7.1. Fixed Fees Any Fixed Fee in force shall be paid on a pro rata basis for the number of days elapsed from the date the Fixed Fee became applicable up to the effective date of termination.13.7.2. Listing Fees
(a) If the Listing Fee has not been paid, no Listing Fee shall be payable;
(b) If the Listing Fee has been paid, the Affiliate shall immediately repay the applicable Listing Fee Repayment to the Company.
13.7.3. Following payment of the amounts set out above, no further Affiliate Payments shall be due. We may withhold final payments of Commission, Fixed Fees and Sub-Affiliate Fees for up to ninety (90) days to ensure accuracy.
13.8. If this Agreement is terminated under Sections 3.11, 13.4 or 19.9, we shall be entitled to retain all Affiliate Payments and shall have no obligation to make any further Affiliate Payments. Any paid Listing Fee shall be immediately repaid in accordance with the Listing Fee Repayment provisions.
13.9. Where an IO and/or Custom Commission Arrangement is terminated independently of this Agreement pursuant to Section 13.2:
13.9.1. Sections 7.2–7.4 shall apply as relevant;
13.9.2. any Fixed Fee shall be paid on a pro rata basis;
13.9.3. no unpaid Listing Fee shall be payable; and
13.9.4. any paid Listing Fee shall be repaid in accordance with the Listing Fee Repayment provisions.
13.2. Either party may terminate this Agreement, or any IO and/or Custom Commission Arrangement, by giving not less than twenty-four (24) hours’ prior written notice to the other party by email. Your termination shall be effective only upon delivery of such notice in accordance with this Section.
You may not terminate this Agreement, any IO, or any Custom Commission Arrangement while your Account is suspended.
13.3. Upon termination of this Agreement for any reason, your participation in the Affiliate Program shall immediately cease.
13.4. We may terminate this Agreement, or any IO and/or Custom Commission Arrangement, with immediate effect by written notice if:
13.4.1. you breach, or we reasonably believe you have breached, this Agreement;
13.4.2. you breach Applicable Laws, or we reasonably believe you have breached Applicable Laws;
13.4.3. you take any action which we reasonably believe may expose the Company, any Group Company or any Operator to regulatory, legal, or reputational risk; or
13.4.4. the Company, any Group Company or any Operator is required by a Regulator to terminate its relationship with you.
13.5. Upon termination of this Agreement, any IO and/or Custom Commission Arrangement in force (including any suspended IO or Custom Commission Arrangement) shall automatically and immediately terminate.
13.6. Where this Agreement is terminated in accordance with Section 13.2 or Section 22 (Force Majeure), we shall pay you, subject to this Agreement, all Commission and Sub-Affiliate Fees accrued and payable as of the effective date of termination.
13.7. Where, at the effective date of termination, an IO and/or Custom Commission Arrangement was in force (including where suspended) and Additional Payments had been agreed:
13.7.1. Fixed Fees Any Fixed Fee in force shall be paid on a pro rata basis for the number of days elapsed from the date the Fixed Fee became applicable up to the effective date of termination.13.7.2. Listing Fees
(a) If the Listing Fee has not been paid, no Listing Fee shall be payable;
(b) If the Listing Fee has been paid, the Affiliate shall immediately repay the applicable Listing Fee Repayment to the Company.
13.7.3. Following payment of the amounts set out above, no further Affiliate Payments shall be due. We may withhold final payments of Commission, Fixed Fees and Sub-Affiliate Fees for up to ninety (90) days to ensure accuracy.
13.8. If this Agreement is terminated under Sections 3.11, 13.4 or 19.9, we shall be entitled to retain all Affiliate Payments and shall have no obligation to make any further Affiliate Payments. Any paid Listing Fee shall be immediately repaid in accordance with the Listing Fee Repayment provisions.
13.9. Where an IO and/or Custom Commission Arrangement is terminated independently of this Agreement pursuant to Section 13.2:
13.9.1. Sections 7.2–7.4 shall apply as relevant;
13.9.2. any Fixed Fee shall be paid on a pro rata basis;
13.9.3. no unpaid Listing Fee shall be payable; and
13.9.4. any paid Listing Fee shall be repaid in accordance with the Listing Fee Repayment provisions.
14. Indemnification
14.1. You shall, upon written demand, indemnify and hold harmless the Company, its GroupCompanies, the Operator, and each of their respective shareholders, directors, officers, employees, agents, successors and assigns (each an “Indemnified Party”) from and against any and all losses, liabilities, damages, penalties, fines (including those imposed by any Regulator), claims, demands, actions, proceedings, costs and expenses (including reasonable legal costs), whether incurred directly or indirectly, arising out of or in connection with:
14.1.1. any breach of this Agreement by you, including any breach of your representations, warranties,covenants or obligations;
14.1.2. any breach of Applicable Laws by you;
14.1.3. any claim, demand or action relating to the Affiliate Sites;
14.1.4. any claim, demand or action arising from or relating to your marketing or promotion of thePromoted Sites;
14.1.5. any claim relating to your use of the Marketing Materials on the Affiliate Sites;
14.1.6. any investigation, enforcement action, fine, penalty or other measure taken by a Regulatorarising out of your acts or omissions; and
14.1.7. any act or omission by you in connection with this Agreement.
14.2. The indemnity in this Section 14 shall apply regardless of whether the relevant loss or liabilityarises during or after the term of this Agreement.
14.1.1. any breach of this Agreement by you, including any breach of your representations, warranties,covenants or obligations;
14.1.2. any breach of Applicable Laws by you;
14.1.3. any claim, demand or action relating to the Affiliate Sites;
14.1.4. any claim, demand or action arising from or relating to your marketing or promotion of thePromoted Sites;
14.1.5. any claim relating to your use of the Marketing Materials on the Affiliate Sites;
14.1.6. any investigation, enforcement action, fine, penalty or other measure taken by a Regulatorarising out of your acts or omissions; and
14.1.7. any act or omission by you in connection with this Agreement.
14.2. The indemnity in this Section 14 shall apply regardless of whether the relevant loss or liabilityarises during or after the term of this Agreement.
15. Confidentiality
15.1. Any information disclosed or made available by us to you, whether before or during the term of this Agreement, which is identified as confidential or which by its nature ought reasonably to be regarded as confidential, shall constitute our confidential information (“Confidential Information”).
You shall use the Confidential Information solely for the purpose of performing your obligations under this Agreement and for no other purpose.
15.2. You shall not disclose any Confidential Information to any third party, except to your employees, officers, representatives, or professional advisers who have a need to know such information for the purposes of performing your obligations under this Agreement, provided that such persons are boundby confidentiality obligations no less protective than those set out in this Section 15. You shall remain responsible for any breach of this Section 15 by such persons.
15.3. You shall not make any public announcement, press release, or other public communication relating to this Agreement or your relationship with us without our prior written consent.
You shall use the Confidential Information solely for the purpose of performing your obligations under this Agreement and for no other purpose.
15.2. You shall not disclose any Confidential Information to any third party, except to your employees, officers, representatives, or professional advisers who have a need to know such information for the purposes of performing your obligations under this Agreement, provided that such persons are boundby confidentiality obligations no less protective than those set out in this Section 15. You shall remain responsible for any breach of this Section 15 by such persons.
15.3. You shall not make any public announcement, press release, or other public communication relating to this Agreement or your relationship with us without our prior written consent.
16. Disclaimers
16.1. Your marketing and promotion of the Promoted Sites is carried out entirely at your own risk. AllMarketing Materials, instructions, policies, guidelines and any related content provided or made available by us are provided on an “as is” and “as available” basis. To the fullest extent permitted byApplicable Laws, we expressly disclaim all warranties and representations, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, compliance withApplicable Laws, and non-infringement, as well as any warranties arising from a course of performance, dealing, or trade usage.
16.2. You are solely responsible for ensuring that your marketing and promotion of the Promoted Sites complies with all Applicable Laws. If you believe, have reason to believe, or become aware that anyMarketing Materials, instructions, policies, guidelines or content provided or made available by us donot comply with Applicable Laws, your sole and exclusive remedy shall be to immediately cease marketing and promoting the Promoted Sites, including without limitation ceasing all use of theMarketing Materials.
16.3. To the fullest extent permitted by Applicable Laws, we, our Group Companies and/or theOperators shall have no liability whatsoever in connection with your marketing and promotion of thePromoted Sites, your use of the Marketing Materials, or your compliance with any instructions, policies, guidelines or content provided or made available by us.
16.4. We, our Group Companies and/or the Operators make no warranties or representations, whether express or implied, with respect to the Affiliate Program, the Promoted Sites or the AffiliateProgram Site. Without limitation, we do not warrant that the operation of the Promoted Sites, theMarketing Materials or the Affiliate Program Site will be uninterrupted, timely, secure, or error-free, and we shall not be liable for any interruptions, outages, errors, or related consequences.
16.2. You are solely responsible for ensuring that your marketing and promotion of the Promoted Sites complies with all Applicable Laws. If you believe, have reason to believe, or become aware that anyMarketing Materials, instructions, policies, guidelines or content provided or made available by us donot comply with Applicable Laws, your sole and exclusive remedy shall be to immediately cease marketing and promoting the Promoted Sites, including without limitation ceasing all use of theMarketing Materials.
16.3. To the fullest extent permitted by Applicable Laws, we, our Group Companies and/or theOperators shall have no liability whatsoever in connection with your marketing and promotion of thePromoted Sites, your use of the Marketing Materials, or your compliance with any instructions, policies, guidelines or content provided or made available by us.
16.4. We, our Group Companies and/or the Operators make no warranties or representations, whether express or implied, with respect to the Affiliate Program, the Promoted Sites or the AffiliateProgram Site. Without limitation, we do not warrant that the operation of the Promoted Sites, theMarketing Materials or the Affiliate Program Site will be uninterrupted, timely, secure, or error-free, and we shall not be liable for any interruptions, outages, errors, or related consequences.
17. Limitation of Liability
17.1. To the fullest extent permitted by Applicable Laws, the Company shall not be liable to you,whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:
(i)indirect, incidental, special or consequential loss or damage;
(ii)loss of opportunity, loss ofanticipated savings or wasted expenditure;
(iii)loss of contracts, business, profits or revenues;
(iv)loss of goodwill or reputation; or
(v) loss of data.
17.2. Subject to Section 17.1 and to the extent permitted by Applicable Laws, the Company’saggregate liability to you arising out of or in connection with this Agreement shall not exceed the lower of:
(a) the total Commission paid to you under this Agreement during the three (3) months immediately preceding the event giving rise to the liability; and
(b) EUR 10,000.
(i)indirect, incidental, special or consequential loss or damage;
(ii)loss of opportunity, loss ofanticipated savings or wasted expenditure;
(iii)loss of contracts, business, profits or revenues;
(iv)loss of goodwill or reputation; or
(v) loss of data.
17.2. Subject to Section 17.1 and to the extent permitted by Applicable Laws, the Company’saggregate liability to you arising out of or in connection with this Agreement shall not exceed the lower of:
(a) the total Commission paid to you under this Agreement during the three (3) months immediately preceding the event giving rise to the liability; and
(b) EUR 10,000.
18. Personal Data
18.1. We collect and process your Personal Data and it may include certain personal information suchas your e-mail addresses and transaction details, IP addresses, your name and surname and the nameof your employees, if applicable.
18.2. By participating in the Affiliate Program and by using the Affiliate Program Site, you herebyacknowledge and accept our Privacy Policy, available at https://driveaffiliates.com/privacy-policy which is an inseparable part of this Agreement ("Privacy Policy"). We encourage you to read thisPrivacy Policy carefully as it sets out the terms of our processing of any Personal Data we collect fromyou, or that you provide voluntarily to us.
18.3. You shall comply with all Privacy and Data Protection Requirements and take all reasonableprecautions to ensure that all Customer data is sourced, held, used and otherwise processed ethicallyand in full compliance with all Privacy and Data Protection Requirements. This shall include, withoutlimitation, ensuring that the individuals concerned have, where legally required, provided consent,been afforded the opportunity to opt in to receive, and the opportunity to unsubscribe from, anyrelevant marketing material promoted under this Agreement. You accept and agree that you shall besolely responsible and liable for selecting the individuals to whom promotion communications(including without limitation emails and messages) will be sent or otherwise communicated, and forensuring that such activities are carried out in compliance with all applicable Privacy and DataProtection Requirements, and that you will therefore be the entity sending and instigating the sendingof all such communications.
18.4 In addition and without derogating from any of the above, you will not at any time by yourself, nor will you allow, assist or encourage others to, do any of the following:
(i) use or cause or instigate the sending or other communication of Spam, or of other communications which breach the Privacy and DataProtection Requirements;
(ii) undertake any marketing activities which might indicate or imply that you are part of the Company, or under direct or indirect common ownership with the Company.
18.5 You shall:
i. keep at your normal place of business detailed, accurate and up-to-date records relating to compliance with all applicable Privacy and Data Protection Requirements (including without limitation all evidence of measures taken to comply with such requirements)(the “Records”;
ii. provide copies of the Records within 24hrs upon receipt of a written request for the same from theCompany; permit the Company and the Company’s third-party representatives, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of Privacy andData Protection Requirements, to:
(a) gain access to, and take copies of, the Records; and
(b) inspect allRecords, for the purpose of auditing the Contractor’s compliance with the Contractor’s obligations under this Agreement.
18.2. By participating in the Affiliate Program and by using the Affiliate Program Site, you herebyacknowledge and accept our Privacy Policy, available at https://driveaffiliates.com/privacy-policy which is an inseparable part of this Agreement ("Privacy Policy"). We encourage you to read thisPrivacy Policy carefully as it sets out the terms of our processing of any Personal Data we collect fromyou, or that you provide voluntarily to us.
18.3. You shall comply with all Privacy and Data Protection Requirements and take all reasonableprecautions to ensure that all Customer data is sourced, held, used and otherwise processed ethicallyand in full compliance with all Privacy and Data Protection Requirements. This shall include, withoutlimitation, ensuring that the individuals concerned have, where legally required, provided consent,been afforded the opportunity to opt in to receive, and the opportunity to unsubscribe from, anyrelevant marketing material promoted under this Agreement. You accept and agree that you shall besolely responsible and liable for selecting the individuals to whom promotion communications(including without limitation emails and messages) will be sent or otherwise communicated, and forensuring that such activities are carried out in compliance with all applicable Privacy and DataProtection Requirements, and that you will therefore be the entity sending and instigating the sendingof all such communications.
18.4 In addition and without derogating from any of the above, you will not at any time by yourself, nor will you allow, assist or encourage others to, do any of the following:
(i) use or cause or instigate the sending or other communication of Spam, or of other communications which breach the Privacy and DataProtection Requirements;
(ii) undertake any marketing activities which might indicate or imply that you are part of the Company, or under direct or indirect common ownership with the Company.
18.5 You shall:
i. keep at your normal place of business detailed, accurate and up-to-date records relating to compliance with all applicable Privacy and Data Protection Requirements (including without limitation all evidence of measures taken to comply with such requirements)(the “Records”;
ii. provide copies of the Records within 24hrs upon receipt of a written request for the same from theCompany; permit the Company and the Company’s third-party representatives, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of Privacy andData Protection Requirements, to:
(a) gain access to, and take copies of, the Records; and
(b) inspect allRecords, for the purpose of auditing the Contractor’s compliance with the Contractor’s obligations under this Agreement.
19. Sub Affiliates
19.1. You may introduce potential sub-affiliates (“Sub-Affiliates”) to the Affiliate Program.
19.2. Any potential Sub-Affiliate must complete and submit an Application Form. We shall review each Application Form and, at our sole discretion, may approve or reject the application.19.3. Each approved Sub-Affiliate shall be required to accept and comply with the terms and conditions of this Agreement.
19.4. Sub-Affiliates shall receive commission from us in accordance with the commission structure agreed between us and the relevant Sub-Affiliate, subject at all times to the terms of this Agreement.
19.5. Subject to our agreement, you may receive a percentage of the commission paid to a Sub-Affiliate, provided that such percentage is recorded through the Back Office (the “Sub-Affiliate Fee”).
The Company may amend or discontinue the Sub-Affiliate Fee at any time in accordance with Section 20.
19.6. For the avoidance of doubt, you shall not be entitled to receive any payment in respect of any Sub-Affiliate introduced by another Sub-Affiliate, including where such Sub-Affiliate forms part of a multi-tier or cascading referral structure.
19.7. You represent and warrant that:
(i) if you are an individual, no Sub-Affiliate introduced by you shall be any of your Relatives; and
(ii) if you are an entity, no Sub-Affiliate introduced by you shall be a director, officer, employee, or any member of your group of companies, nor any Relative of such individuals.
19.8. You further undertake that you shall not:
(i) use or attempt to use the Sub-Affiliate scheme in bad faith; or
(ii) offer or provide any incentive, whether financial or otherwise, to any Sub-Affiliate or potential Sub-Affiliate to induce them to become a Sub-Affiliate, unless expressly approved by us in writing.
19.9. If we determine, acting reasonably, that you are in breach of Sections 19.7 or 19.8, we may terminate this Agreement with immediate effect.
19.2. Any potential Sub-Affiliate must complete and submit an Application Form. We shall review each Application Form and, at our sole discretion, may approve or reject the application.19.3. Each approved Sub-Affiliate shall be required to accept and comply with the terms and conditions of this Agreement.
19.4. Sub-Affiliates shall receive commission from us in accordance with the commission structure agreed between us and the relevant Sub-Affiliate, subject at all times to the terms of this Agreement.
19.5. Subject to our agreement, you may receive a percentage of the commission paid to a Sub-Affiliate, provided that such percentage is recorded through the Back Office (the “Sub-Affiliate Fee”).
The Company may amend or discontinue the Sub-Affiliate Fee at any time in accordance with Section 20.
19.6. For the avoidance of doubt, you shall not be entitled to receive any payment in respect of any Sub-Affiliate introduced by another Sub-Affiliate, including where such Sub-Affiliate forms part of a multi-tier or cascading referral structure.
19.7. You represent and warrant that:
(i) if you are an individual, no Sub-Affiliate introduced by you shall be any of your Relatives; and
(ii) if you are an entity, no Sub-Affiliate introduced by you shall be a director, officer, employee, or any member of your group of companies, nor any Relative of such individuals.
19.8. You further undertake that you shall not:
(i) use or attempt to use the Sub-Affiliate scheme in bad faith; or
(ii) offer or provide any incentive, whether financial or otherwise, to any Sub-Affiliate or potential Sub-Affiliate to induce them to become a Sub-Affiliate, unless expressly approved by us in writing.
19.9. If we determine, acting reasonably, that you are in breach of Sections 19.7 or 19.8, we may terminate this Agreement with immediate effect.
20. Amending the Agreement
20.1. We may amend this Agreement at any time and at our sole discretion by posting an updatedversion on the Affiliate Program Site. Any such amendment shall take effect from the date theamended Agreement is posted on the Affiliate Program Site, whether or not you have reviewed theamended terms. You acknowledge and agree that such posting constitutes sufficient notice of anyamendment.
20.2. Your continued participation in the Affiliate Program after the posting of any amendedAgreement shall constitute your binding acceptance of the amended terms. You are responsible forregularly reviewing the Affiliate Program Site to remain informed of any changes to this Agreement.
20.3. If you do not agree to any amendment to this Agreement, your sole and exclusive remedy shallbe to terminate this Agreement in accordance with Section 13.2. This termination right shall be youronly remedy in respect of any amendment.
20.4. Notwithstanding the foregoing, any IO may only be amended by a written document signed byduly authorised representatives of both the Company and the Affiliate.
20.2. Your continued participation in the Affiliate Program after the posting of any amendedAgreement shall constitute your binding acceptance of the amended terms. You are responsible forregularly reviewing the Affiliate Program Site to remain informed of any changes to this Agreement.
20.3. If you do not agree to any amendment to this Agreement, your sole and exclusive remedy shallbe to terminate this Agreement in accordance with Section 13.2. This termination right shall be youronly remedy in respect of any amendment.
20.4. Notwithstanding the foregoing, any IO may only be amended by a written document signed byduly authorised representatives of both the Company and the Affiliate.
21. Suspension
21.1. Without prejudice to Section 13.4, we may suspend your Affiliate Account at any time and at oursole discretion. During any period of suspension:
21.1.1. we may withhold all Commission and any Sub-Affiliate Fee accrued but not yet paid prior to thesuspension;
21.1.2. no Commission or Sub-Affiliate Fee shall accrue or be generated;
21.1.3. where an IO and/or Custom Commission Arrangement is in force (including where a CustomCommission Arrangement is suspended) and any Additional Payments would otherwise become due, we shall have no obligation to make any Affiliate Payments; and
21.1.4. you shall immediately cease all marketing and promotion of the Promoted Sites, includingwithout limitation ceasing all use of the Marketing Materials.
21.2. If we lift the suspension of your Account:
21.2.1. you may resume use of the Marketing Materials to market and promote the Promoted Sites;
21.2.2. we shall pay any Commission accrued but unpaid prior to the suspension, to the extent suchCommission does not relate to a breach of this Agreement;
21.2.3. we may retain any Commission relating to any breach of this Agreement;
21.2.4. we shall pay any Sub-Affiliate Fee accrued but unpaid prior to the suspension;
21.2.5. any IO and/or Custom Commission Arrangement in force following the suspension shall continue in accordance with its terms; and
21.2.6. where, during the suspension, an IO and/or Custom Commission Arrangement was in force(including where a Custom Commission Arrangement was suspended) and a Listing Fee had been paid by the Company, upon lifting the suspension the Affiliate shall immediately reinstate the MarketingMaterials in the agreed positions. If the duration of such IO and/or Custom Commission Arrangement is not based on the number of Customers delivered, the Affiliate shall immediately pay the Company a pro rata repayment of the Listing Fee, calculated in proportion to the number of days the Account was suspended relative to the total remaining duration of the IO or Custom Commission Arrangement (as applicable).
21.3. We reserve the right to set off any amounts already received by you which relate to a breach of this Agreement against any future Affiliate Payments payable to you.
21.1.1. we may withhold all Commission and any Sub-Affiliate Fee accrued but not yet paid prior to thesuspension;
21.1.2. no Commission or Sub-Affiliate Fee shall accrue or be generated;
21.1.3. where an IO and/or Custom Commission Arrangement is in force (including where a CustomCommission Arrangement is suspended) and any Additional Payments would otherwise become due, we shall have no obligation to make any Affiliate Payments; and
21.1.4. you shall immediately cease all marketing and promotion of the Promoted Sites, includingwithout limitation ceasing all use of the Marketing Materials.
21.2. If we lift the suspension of your Account:
21.2.1. you may resume use of the Marketing Materials to market and promote the Promoted Sites;
21.2.2. we shall pay any Commission accrued but unpaid prior to the suspension, to the extent suchCommission does not relate to a breach of this Agreement;
21.2.3. we may retain any Commission relating to any breach of this Agreement;
21.2.4. we shall pay any Sub-Affiliate Fee accrued but unpaid prior to the suspension;
21.2.5. any IO and/or Custom Commission Arrangement in force following the suspension shall continue in accordance with its terms; and
21.2.6. where, during the suspension, an IO and/or Custom Commission Arrangement was in force(including where a Custom Commission Arrangement was suspended) and a Listing Fee had been paid by the Company, upon lifting the suspension the Affiliate shall immediately reinstate the MarketingMaterials in the agreed positions. If the duration of such IO and/or Custom Commission Arrangement is not based on the number of Customers delivered, the Affiliate shall immediately pay the Company a pro rata repayment of the Listing Fee, calculated in proportion to the number of days the Account was suspended relative to the total remaining duration of the IO or Custom Commission Arrangement (as applicable).
21.3. We reserve the right to set off any amounts already received by you which relate to a breach of this Agreement against any future Affiliate Payments payable to you.
22. Force Majeure
If the Company is prevented from or delayed in performing any of its obligations under this Agreement due to a Force Majeure Event, the Company shall not be liable for any failure or delay in the performance of such obligations for the duration of the Force Majeure Event. For the purposes of thisAgreement, a “Force Majeure Event” means any event or circumstance beyond the reasonable control of the Company, including (without limitation): acts of God; war; terrorism; civil unrest; riot; fire; explosion; flood; storm; theft or malicious damage; pandemic or epidemic; strike, lock-out or other industrial dispute (whether involving the workforce of the affected party or any other party);injunctions or actions by third parties; national defence requirements; acts, orders or regulations of any governmental or regulatory authority (including legislation or regulations restricting, preventing or otherwise prohibiting the provision or availability of online gambling services); failure orinterruption of utilities; inability to obtain essential power, raw materials or labour; or malfunction of machinery or systems. If a Force Majeure Event continues for a period exceeding thirty (30)consecutive days, the Company shall be entitled to terminate this Agreement with immediate effect by written notice.
23. General
23.1. In the event of any inconsistency or discrepancy between the English language version of this Agreement and any translated version, the English language version shall prevail.
23.2. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes and replaces all prior or contemporaneous agreements, understandings, negotiations, or arrangements, whether oral or written, relating to such subject matter.
23.3. You may not assign, transfer, novate, or subcontract all or any of your rights or obligations under this Agreement without our prior written consent. We may assign, transfer, novate, or subcontract all or any of our rights or obligations under this Agreement to any Group Company without your consent.
23.4. We may exercise any of our rights or perform any of our obligations under this Agreement, including payment obligations, through any Group Company.
23.5. The parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
23.6. Any failure or delay by the Company to enforce strict performance of any provision of this Agreement shall not constitute a waiver of its right to enforce that provision or any other provision at any time thereafter.
23.7. Except for any Group Company, no person or entity who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
23.8. If any provision of this Agreement (or any part thereof) is held to be invalid, illegal, or unenforceable by a court or authority of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties shall agree in good faith a valid and enforceable replacement provision that most closely reflects the original intent of the invalid or unenforceable provision.
23.9. During the term of this Agreement and thereafter, you shall not make or publish any disparaging, defamatory, or derogatory statements, whether directly or indirectly, regarding the Company, any Group Company, or their respective business interests, including the Affiliate Program, the Promoted Sites, or the Operator.
23.10. Any provisions of this Agreement which expressly or by their nature are intended to survive termination or expiration shall survive for so long as necessary to give effect to their purpose. Without limitation, Sections 8.11, 8.13, 9.6, 13.6 (if applicable), 13.7 (if applicable), 14, 15, 16, 17, 21.3, and this Section 23 shall survive termination of this Agreement.
23.11. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
23.2. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes and replaces all prior or contemporaneous agreements, understandings, negotiations, or arrangements, whether oral or written, relating to such subject matter.
23.3. You may not assign, transfer, novate, or subcontract all or any of your rights or obligations under this Agreement without our prior written consent. We may assign, transfer, novate, or subcontract all or any of our rights or obligations under this Agreement to any Group Company without your consent.
23.4. We may exercise any of our rights or perform any of our obligations under this Agreement, including payment obligations, through any Group Company.
23.5. The parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
23.6. Any failure or delay by the Company to enforce strict performance of any provision of this Agreement shall not constitute a waiver of its right to enforce that provision or any other provision at any time thereafter.
23.7. Except for any Group Company, no person or entity who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
23.8. If any provision of this Agreement (or any part thereof) is held to be invalid, illegal, or unenforceable by a court or authority of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties shall agree in good faith a valid and enforceable replacement provision that most closely reflects the original intent of the invalid or unenforceable provision.
23.9. During the term of this Agreement and thereafter, you shall not make or publish any disparaging, defamatory, or derogatory statements, whether directly or indirectly, regarding the Company, any Group Company, or their respective business interests, including the Affiliate Program, the Promoted Sites, or the Operator.
23.10. Any provisions of this Agreement which expressly or by their nature are intended to survive termination or expiration shall survive for so long as necessary to give effect to their purpose. Without limitation, Sections 8.11, 8.13, 9.6, 13.6 (if applicable), 13.7 (if applicable), 14, 15, 16, 17, 21.3, and this Section 23 shall survive termination of this Agreement.
23.11. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
