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Terms and Conditions
StandUp Affiliates

19th February 2026 – Version 1

The below are terms and conditions relating to the affiliate program (the “Affiliate Program”) established by Ricky 168 Ventures Ltd, a company incorporated under the laws of Cyprus with registration number HE 474740 and having its registered office address at Athinon, 5, Agios Antonios, 1015, Nicosia, Cyprus (“us”, or “we”, or “our”), and thus, constitutes an agreement between us and yourself (“you” or the “Affiliate”), regulating the relationship between you and us (the “Affiliate Agreement”).

Please read the Affiliate Agreement carefully, to ensure you understand your rights and obligations and repercussions for you, should you breach the Affiliate Agreement.

By registering and participating in our Affiliate Program, and/or by accessing and utilising any of our marketing tools or accepting any reward, bonus or commission, whether contained in the Affiliate Agreement or elsewhere as a part of our Affiliate Program, you will be deemed to have read, understood and agreed to the Affiliate Agreement.

These terms and conditions have been amended and/or published on the date set forth above, and have been communicated to you in writing. Such amended terms and conditions will apply to any unbilled amounts and for the avoidance of doubt, will take effect from the first (1st) day of any unbilled calendar month (“Effective Date“) and by continuing with the Affiliate Program past this date you agree to be bound by this Affiliate Agreement as from the Effective Date, IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN IT IS YOUR RESPONSIBILITY TO TERMINATE IN ACCORDANCE WITH CLAUSE 8 BELOW. IF YOU DO NOT TERMINATE YOUR AFFILIATE AGREEMENT THEN THESE TERMS AND CONDITIONS WILL BE BINDING ON YOU.

1. Definitions and Interpretation:

  1. “Affiliate” means you, the person or entity, who applies to participate in the Affiliate Program.
  2. “Affiliate Account” means the account of the Affiliate set up after an Affiliate Application is made by the Affiliate to take part in the Affiliate Program and approved by us.
  3. “Affiliate Agreement” means (i) all the terms and conditions set out in this document, including all schedules attached hereto, (ii) the terms and conditions of the Commission Structures applicable to the different products and brands, (iii) the Privacy Policy, and (iv) any other rules and/or guidelines issued by us and/or visible on any Website(s), or as may be made known to the Affiliate from time to time.
  4. “Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Program.
  5. “Affiliate Links” means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) or any other any third-party website to our Website(s).
  6. “Affiliate Program” means the collaboration between us and the Affiliate whereby the Affiliate will promote our Website(s) and create the Affiliate Links from the Affiliate Website(s) to our Website(s) and thereby be paid a Commission as defined under the Affiliate Agreement depending on the traffic generated to the Website(s) subject to the terms and conditions of the Affiliate Agreement and to the applicable product-specific Commission Structure.
  7. “Affiliate Website(s)” means any website on the world wide web which is maintained, operated or otherwise controlled by the Affiliate.
  8. “Applicable data privacy laws” means all applicable data protection and privacy legislation in force from time to time within the European Economic Area that applies to the processing of Personal Data under this Affiliate Agreement, including without limitation Regulation (EU) 2016/679 (the “GDPR”); Directive 2002/58/EC (the “ePrivacy Directive”) as amended and as transposed into applicable national laws of EU Member States, and any legislation replacing or supplementing it; all applicable national data protection laws implementing or supplementing the GDPR and/or the ePrivacy Directive; and any legally binding guidance, codes of practice, or regulatory requirements issued by a competent supervisory authority, in each case as amended, extended, consolidated, re-enacted, or replaced from time to time.”
  9. “Commission” means a percentage of the Net Revenue as set out in the Commission Structures for each particular product or any other form of reward offered by us.
  10. “Commission Structures” means any of the commission structures specified by us and determined at our sole discretion, or any specific commission structure expressly agreed between us and the Affiliate.
  11. “Confidential Information” means any information of commercial or essential value relating to us, such as, but without limitation, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of our Website(s), technology, marketing plans and manners of operation.
  12. “Intellectual Property Rights” means any copyrights, trademarks, service marks, domain names, brands, business names, utility brands, and registrations of the aforesaid and/or any other similar rights of this nature.
  13. “Net Revenue” means:
    1. in relation to casino: all monies received by us from New Customers in relation to placed casino activities less: (a) monies paid out to New Customers as winnings, (b) bonus, (c) administration fees (including but not limited to applicable gambling taxes and VAT), (d) fraud costs, (e) charge-backs, (f) returned stakes and (g) less/add jackpot changes; and
    2. in relation to poker: the profit generated by the player less: (a) bonuses, loyalty bonuses, promotional amounts and/or rake backs, (b) administration fees (including but not limited to applicable gambling taxes and VAT), (c) fraud costs and (d) charge backs.
  14. “New Customer” means:
    1. a new first-time customer having made a first deposit amounting to at least the applicable minimum deposit of betting account on any Website(s) in accordance with the applicable terms and conditions of the said Website(s), but excluding the Affiliate, its employees, relatives and/or friends; and
    2. in respect of Commission Structures based on a Cost-Per-Acquisition (CPA) model and hybrid Commission Structures with a CPA component, a “New Customer” means: a new first-time customer having made a first deposit amounting to at least the applicable minimum deposit of betting account on any Website(s) in accordance with the applicable terms and conditions of the Website(s), within sixty (60) days of registering such account but excluding the Affiliate, its employees, relatives and/or friends.
  15. “Parties” means us and the Affiliate, and the term “Party” shall be construed accordingly.
  16. “Personal Data” means any infofrmation relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation any and all information in relation to New Customers and/or Affiliates.
  17. “Privacy Policy” means our privacy policy, as included in clause 4.4.
  18. “Sub-Affiliate” means an affiliate introduced to us by an Affiliate, having no previous history of affiliation with us.
  19. “Website(s)” means https://crashcasino.com/en, including any variations to the said domain name of such Website(s) as may be communicated to the Affiliate from time to time or otherwise.

References to this Affiliate Agreement or to any other agreement or document referred to in this Affiliate Agreement, mean this Affiliate Agreement as amended, varied, supplemented, modified or novated from time to time and constitutes the entire agreement between the Parties in relation to the Affiliate Program, and supersedes and extinguishes any prior drafts, and all previous contracts, arrangements, representations, warranties of any nature, whether or not in writing, between the Parties relating to the same. If any of the terms and conditions in this document conflict with the provisions of a schedule, the provision(s) in the schedule shall prevail and govern with respect to their subject matter.

A reference to a clause or a schedule is a reference to a clause of, or schedule to, this Affiliate Agreement. A reference to a paragraph is, unless otherwise stated, a reference to a paragraph of the schedule in which the reference appears. Unless the context requires a contrary construction, the singular shall include the plural and the plural singular.

Clause and schedule headings do not affect the interpretation of this Affiliate Agreement.

Each of the Schedules shall have effect as if set out in this Affiliate Agreement.

In this Affiliate Agreement, any phrase introduced by the words “include”, “including”, “includes” and “such as” are to be construed as illustrative and shall not limit the sense of the words preceding those words.

Any words and expressions defined in the Affiliate Agreement and not otherwise defined within a schedule to this Affiliate Agreement shall have the meanings given to them in the Affiliate Agreement.

2. Your obligations:

  1. Registering as an Affiliate. It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Program is correct and that such information is kept up to date at all times. To become a member of our Affiliate Program you must complete and submit the Affiliate Application and accept these terms and conditions. The Affiliate Application will form an integral part of the Affiliate Agreement. We will, at our sole discretion determine whether or not to accept an Affiliate Application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your Affiliate Application has been successful. You will provide any documentation required by us to verify the Affiliate Application and/or to verify the Affiliate Account information provided to us at any time during the term of the Affiliate Agreement. This documentation may include but is not limited to: (i) bank statements, (ii) individual or corporate identity papers, and (iii) proof of address documents.
  2. Additional verification checks. Without prejudice to the validation process to be carried out in accordance with clause 2.1 above, we may, at our sole discretion, conduct further verification checks at any time during the term of the Affiliate Agreement and require additional documentation from the Affiliate. In particular, upon request, you will provide – within thirty (30) days of receipt of such request – a copy of a valid identity document together with a proof of address (e.g. utility bill or bank statement) or, in case of a legal entity, a copy of the act of incorporation together with the memorandum and articles of association (or equivalent constitutive document) as well as any other document that we may consider necessary at our sole discretion. In the event that the Affiliate fails to provide the requested information or documents, in addition to the remedies set forth in clauses 5.1 and 5.3, we reserve the right to not consider, during the intervening time, the customers directed to our Website(s) as valid New Customers under the Affiliate Agreement and to temporarily withhold them from the Affiliate Account. In such case, the Affiliate shall not be entitled to claim any potential commission that might have otherwise accrued.
  3. Affiliate log in details. It is your sole obligation and responsibility to ensure that (and to put in place all necessary measures to ensure that) your log-in details for your Affiliate Account are kept confidential, safe and secure at all times. Any unauthorised use of your Affiliate Account resulting from your failure to adequately guard your log-in information shall be your sole responsibility and you remain solely responsible and liable for all activity and conduct occurring under your Affiliate Account user ID and password whether such activity and/or conduct was undertaken by you or not. It is your obligation to inform us immediately if you suspect illegal or unauthorised use of your Affiliate Account. As your log-in details are confidential, we do not have visibility of this information and cannot provide you with such information in case of loss.
  4. Affiliate minimum efforts. By agreeing to participate in the Affiliate Program, you are agreeing to use your best efforts to actively and effectively advertise, market and promote the Website(s) in accordance with the provisions of the Affiliate Agreement and our instructions issued from time to time, and relevant laws applicable to your activity. You will ensure that all activities taken by you under the Affiliate Agreement will be in our best interests and will in no way harm our reputation or goodwill. You may link to the Website(s) using the Affiliate Links approved by us as part of the Affiliate Application or as may be approved by us from time to time. The use of any materials for the purposes of advertising, marketing and promoting the Website(s), including but not limited to advertising layouts or creatives, shall require our prior approval as set out in this Affiliate Agreement. This is the only method by which you may advertise on our behalf.
  5. Valid traffic and good faith. You will not generate traffic to any of our Website(s) by registering as a New Customer whether directly or indirectly (for example by using associates, family members or other third parties). Such behaviour shall be deemed as fraud. You will also not benefit or attempt to benefit from traffic not generated in good faith whether or not it actually causes us damage.  Where you have any reasonable suspicion that any New Customer and/or Sub-Affiliate referred by you under the Affiliate Agreement is in any way associated to bonus abuse, money laundering, fraud, or other abuse of remote gaming sites, you will immediately notify us of the same.  You hereby recognise that any New Customer and/or Sub-Affiliate found to be a bonus abuser, money launderer or fraudster or who assists in any form of affiliate fraud (whether notified by you or later discovered by us) shall not constitute a valid New Customer and/or Sub-Affiliate under the Affiliate Agreement (and thereby no Commission shall be payable by us in relation to such New Customers and/or Sub-Affiliate). Accordingly, we retain the right to claim back from you and/or set-off from future Commissions payable to you, any amounts already received by you which can be shown to have been generated in breach of this Affiliate Agreement or applicable laws.
  6. Affiliate Website. You will be solely responsible for the development, operation, and maintenance of the Affiliate Website and for all materials that appear on the Affiliate Website. You shall at all times ensure that the Affiliate Website is compliant with all applicable laws and/or any guidelines or instructions issued by us from time to time, and appears and functions as a professional website.
  7. Affiliate Program. The Affiliate Program is intended for your direct participation and is intended for professional website publishers. You shall not open affiliate accounts on behalf of other participants. Opening an Affiliate Account for a third party, brokering an Affiliate Account or the transfer of an Affiliate Account is not accepted by us. Affiliates wishing to transfer an account to another beneficial account owner must request permission to do so by contacting us. Approval is solely at our discretion. You shall not open more than one Affiliate Account without our prior written consent.
  8. Affiliate Links. The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate’s Website and if you display or make accessible to visitors to the Affiliate Websites descriptive information regarding any vendors whose banners are displayed on the Affiliates Website you shall, subject to our prior written approval of the content thereof, include similar descriptive information regarding the applicable Website(s). You will only use Affiliate Links provided by us within the scope of the Affiliate Program. Masking your Affiliate Links (for example hiding the source of the traffic sent to our Website(s)) is also prohibited.
  9. Unsuitable websites. You will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring our Intellectual Property Rights (or in any other way link to or drive traffic to any Website) via, or on any unsuitable websites (whether owned by a third party or otherwise). Unsuitable websites include, but are not limited to, those that are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party (including for the avoidance of doubt, any illegal streaming websites) or breach in any manner whatsoever, any relevant advertising regulations or codes of practice in any territory or any jurisdiction where such Affiliate Links or digital advertisements may be featured.
  10. Direct Marketing. Affiliate is an independent data controller solely responsible for its own actions toward its customers. Therefore, Affiliate will have to comply with all applicable data privacy laws toward its customers. If sending any direct marketing communications to individuals (including but not limited to email, SMS, push notifications and/or targeted pop ads) or using pop ads which: (i) include any of our Intellectual Property Rights; or (ii) otherwise intend to promote any Website(s), you must first have prior written permission from us to send such direct marketing communications and to make use of pop-ads. If such permission is granted by us, you must then ensure you have, where applicable, obtained each and every recipient’s explicit consent to receive marketing communications and that such individuals have not opted out of receiving such communication. Marketing communications shall contain appropriate means for the recipient to unsubscribe from future marketing communications. You must also make it clear, so that no confusion is caused (in regard to the sender of such communication) to the recipient that all marketing communications are sent from you and are not from us. For the avoidance of doubt, should you wish to engage any third parties in connection with the provision of such direct marketing communications and the use of pop-ads, you shall be responsible for ensuring such third parties comply with the requirements of this clause 2.10.
  11. Use of Intellectual Property Rights. Any use of our Intellectual Property Rights must be in accordance with any brand guidelines issued to you from time to time and are always subject to the approval required in clause 2.12 below. You will not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service or other search or referral service and which are identical or similar to any of the our trademarks or otherwise include any trademarks or variations thereof or include metatag keywords on the Affiliate Website which are identical or similar to any of our trademarks. You will not register (or apply to register) any trademark or domain name or any similar trademark or domain name which is similar to any trademark, domain name or brand used by or registered in our name, or any other name that could be understood to designate any of our brands.
  12. Approved creative. You will not use any advertising layout or creative (including banners, images, logos and/or any material containing) incorporating or in any way utilising our Intellectual Property Rights unless the advertising layout or creative has been provided to you by us or (where creative/advertising layouts are created by you) without the advance written approval of us in relation to each and every advertising layout or creative. You will not alter the appearance of any advertising layout or creative which has been provided to you or for which such approval has been granted by us. It is your responsibility to seek approval from us in time for release or launch of any advertising campaign or creative and to ensure you have written approval from us in relation to each and every advertising layout or creative and to be able to evidence such approval upon request.
  13. Loyalty Programs. You will not offer any rake-back/cash-back/value-back or similar Programs, other than such Programs as are offered on the Website(s).
  14. Compliance with laws. You have the obligation to be compliant with all relevant laws during the full duration of our cooperation. This includes but is not limited to:
    1. Affiliates must ensure they are compliant with all the relevant laws, regulations and codes of conduct, especially the ones relating to responsible gambling advertising which we are bound to comply with in the relevant jurisdictions;
    2. where applicable, Affiliate must obtain, maintain and comply with all licences that an Affiliate may require in order to fulfil their obligations depending on the local law and jurisdiction where such Affiliate operates;
    3. Affiliates will carry out their activities as if they were bound by the same licence conditions and/or subject to the same codes of practice as us including without limitation, the Tobique Gaming Act, 2023 and TGC General Code of Practice; and
    4. when it comes to Responsible Gaming, you are aware of the Company’s on-going commitment to responsible gaming and the prevention of gambling addiction, and you will actively co-operate with us to convey a responsible gaming message and reduce gambling addiction including (but not limited to) featuring such responsible gaming links, information or logos as required by us on the Affiliate Website. You will not use any material or in any way target any persons who have self-excluded and/or are under 18 (or older where you target a jurisdiction or territory where the minimum age to partake in gambling is greater than 18).
  15. Illegal activity. You will act legally and within the relevant and/or applicable law at all times and you will not perform any act which is illegal in relation to the Affiliate Program or otherwise.
  16. Cookies. You shall at all times comply with “Applicable Data Privacy Laws” (ADPL) including any new or amended data protection acts, regulations or law applicable to your territory, relating to the use of ‘cookies’ and similar tracking technologies such as beacons, scripts and tags (collectively “cookies”). You agree to comply with all necessary notification procedures of the use of cookies to all visitors to the Affiliate Websites by providing information, via the relevant privacy policy or other means, about the use/deployment of cookies; especially with respect to the processing of users’ personal data for targeted advertising purposes; each cookie deployed (cookie name, type, purpose, host, duration and category); and access of information stored on users’ devices. The Affiliate shall provide users with the opportunity to reject the installation of cookies and shall prevent cookies from executing unless consent is provided, where applicable. For the avoidance of doubt, should you wish to engage any third parties in connection with the provision of the services under this Affiliate Agreement, you shall be responsible for ensuring such third parties comply with the requirements of this clause 2.16.
  17. Cost and expense. You shall be solely responsible for all risks, costs and expenses incurred by you in meeting your obligations under the Affiliate Agreement.
  18. Monitoring of Affiliate activity. You will immediately provide us with all such assistance as is required, together with all such information as is requested by us to monitor your activity under the Affiliate Program and as we may require to allow us to comply with our reporting and other regulatory obligations.
  19. Commissions paid to the Affiliate incorrectly. The Affiliate agrees to immediately upon request by us, return all Commissions and/or Sub-Affiliate Commissions received based on New Customers and/or Sub-Affiliates referred in breach of the Affiliate Agreement or relating to fraudulent or falsified transactions.
  20. Notification of breach. You agree to notify us in writing as soon as practicable and in any event within five (5) working days of your becoming aware, of any breach of the Affiliate Agreement, including but not limited to breaches by you of any laws, regulations, licence conditions, codes of conduct or advertising rules which apply to you as a result of the Affiliate Agreement.

3. Your rights:

  1. Right to direct New Customers. We grant you the non-exclusive, non-assignable, right, during the term of this Affiliate Agreement, to direct New Customers to the Website(s) as we have agreed with you in strict accordance with the terms and conditions of the Affiliate Agreement. You shall have no claim to Commission or other compensation on business secured by or through persons or entities other than you.
  2. Subject to our agreement, you may introduce potential Sub-Affiliates to us and receive additional commission in accordance with the Sub-Affiliate Terms and Conditions set out below.
  3. Licence to use Intellectual Property Rights. We grant you a non-exclusive, non-transferable licence, during the term of this Affiliate Agreement, to use our Intellectual Property Rights, which we may from time to time approve solely in connection with the display of the promotional materials on the Affiliate Website or in other such locations as may have been expressly approved (in writing) by us. This licence cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use our Intellectual Property Rights is limited to and arises only out of this licence. You shall not assert the invalidity, unenforceability, or contest the ownership of any such Intellectual Property Rights in any action or proceedings of whatever kind or nature, and shall not take any action that may prejudice our rights in the said Intellectual Property Rights, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of any of our Intellectual Property Rights by any third party.
  4. For the purpose of the services to be delivered under this Affiliate Agreement, it is understood that as a general rule, the Affiliate shall not have access to any Personal Data relating to any of our customers, except in those circumstances where we are obliged to share Personal Data pursuant to a legal obligation. In such limited circumstances, we shall enter into a separate agreement as required by applicable data privacy laws.

4. Our obligations:

  1. We shall use our best endeavours to supply you with all such materials and information required for the necessary implementation of the Affiliate Links.
  2. At our sole discretion, we may register any New Customers directed to any of our Website(s) by you and we will track their transactions. We reserve the right to refuse New Customers, or to close New Customer accounts, at our sole and absolute discretion.
  3. We shall make available monitoring tools which enable you to monitor your Affiliate Account and the level of your Commission and the payment thereof.
  4. Privacy information about processing of personal data of Affiliates: As an independent data controller, We shall use and process the following personal data of an Affiliate or any Affiliate employee in accordance with applicable privacy law, as follows: your username for the purpose of logging in, your email address, full name, date of birth, your country and address, telephone number, information about revenue and target achiever, financial and other data necessary for legally required verifications and checks. Furthermore, as noted in clause 3.4, as a general rule we do not share Personal Data of any of our customers for the purpose of this cooperation except for limited circumstances where a legal obligation is imposed on us, however, you may be required to share some information with us (for example customer e-mail address) in exceptional situations where you have reasonable suspicion that New Customer and/or Sub-Affiliates referred by you under the Affiliate Agreement is in any way associated with money laundering, fraud, or other abuse of remote gaming sites. All this data will be used in the first place in order to conduct cooperation with you and for the performance of the Affiliate Agreement (to register your account, to report and follow your revenue and KPI, to make necessary payments to you) but also in order to fulfill our legal obligations coming from relevant laws such as AML and Gaming laws. Finally, we have to process your data based on our legitimate interest to prevent violation and abuse of these Terms and Conditions, to ensure security, to manage our business relationship, and in the defense of legal or other claims. Please note that all this data is necessary so we can establish and conduct cooperation with you, and therefore if you refuse to provide such data, we will not be able to cooperate with you. We have to keep your personal data for the duration of our cooperation and after the end of the cooperation as required by relevant laws and in order to establish, defend and/or exercise legal claims.
    1. Please note that your data will only be shared with any third parties (recipients) that help us maintain the relationship with you based on data processing agreements. The list of recipients with whom we share your personal data includes providers of databases and technical systems to manage the relationships with affiliates, consultants, and other technical providers. Please note that we process your personal data within the EEA and that if we engage third-party vendors or independent contractors outside the EEA, we will only do that by applying appropriate safeguards as required by the GDPR, such as Standard Contractual Clauses. You can always get more information about recipients and safeguards for transfers of data by contacting our Data Protection Officer at [email protected].
    2. With respect to your personal data you have rights as mandated by the GDPR, including: (i) right to get a copy of your data, (ii) right to correct data, (iii) right to delete data, (iv) right to object (for example, right to unsubscribe from marketing communications), (v) right to ask for restriction of processing, (vi) right to transfer data, and (vii) right not to be subject to automated decision making including profiling without meaningful human intervention in accordance with requirements defined in the GDPR. If you have any questions or wish to exercise your rights, you can send an email to our Data Protection Officer at [email protected].
    3. Please note that the data controller responsible for processing Affiliate personal data is: Ricky 168 Ventures Ltd, a company incorporated under the laws of Cyprus with registration number HE 474740 and having its registered office address at Athinon, 5, Agios Antonios, 1015, Nicosia, Cyprus.
    4. You can always lodge a complaint on the processing of your personal data with the regulatory authorities overseeing applicable privacy laws. Insofar as GDPR applies, you may file a complaint with the supervisory authority in the country of your habitual residence, place of work or place of alleged infringement, with the mention that our Lead Supervisory Authority, being Office of the Commissioner for Personal Data Protection in Cyprus.

5. Our rights and remedies:

  1. In the case of your breach (or, where relevant, suspected breach) of the Affiliate Agreement, or failure to in any way meet your obligations hereunder (including without limitation, those obligations referred to in clause 2 hereof), we shall have the following remedies available:
    1. the right to suspend any Affiliate’s participation in the Affiliate Program for such period as is required to investigate any activities of the Affiliate that may be in breach of the Affiliate Agreement or until such time that the Affiliate provides all requested documentation requested by us and in the case of such suspension, clause 6.11 shall apply;
    2. the right to withhold any Commission or any other payment payable or owing to the Affiliate arising from or relating to any specific campaign, traffic, content or activity conducted or created by the Affiliate under the Affiliate Agreement which is in breach of (or otherwise not in accordance with) the Affiliate’s obligations under the Affiliate Agreement;
    3. the right to withhold and/or set-off such monies as we deem reasonable from the Commission and/or Sub-Affiliate Commission to cover any indemnity given by the Affiliate hereunder or to otherwise cover any of our liability arising as a result of the Affiliate’s breach of the Affiliate Agreement or the Affiliate’s negligent performance hereunder;
    4. immediately terminate the Affiliate Agreement.
  2. Our rights and remedies detailed above shall not be mutually exclusive. Therefore, the exercise of one or more of the right or remedies listed above shall not preclude the exercise of any other right or remedy. You also acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of the Affiliate Agreement and, in the event of a breach or threatened breach of any provision of the Affiliate Agreement; we may seek enforcement or compliance by specific performance, injunction, or other equitable remedy. Nothing contained in the Affiliate Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of the Affiliate Agreement, the intention of this provision is to make clear that our rights shall be enforceable in equity as well as at law or otherwise.
  3. Account Activity. In addition, and without prejudice to the above:
    1. in case you are non-compliant with applicable laws and/or any of our instructions, guidelines and/or policies issued to you from time to time, we may, at our discretion, (i) suspend your Affiliate Account(s), fully or partially, for a period of time (in which case, clause 6.11 shall apply) and terminate the Affiliate Agreement with immediate effect where the relevant circumstance(s) has not been rectified by you within the period of time allocated by us; or (ii) terminate the Affiliate Agreement, fully or partially, with immediate effect;
    2. any of the following instances shall cause the Affiliate Agreement to be automatically terminated, fully or partially, upon the lapse of the mentioned six (6) month period: (i) failure to generate less than ten (10) New Customers over a period of six (6) consecutive months; or (ii) failure to access your Affiliate Account for a period of six (6) consecutive months; or (iii) where Commission earned by you results in a negative amount over a period of six (6) consecutive months.
  4. We reserve the right, at our sole discretion, to immediately cease or otherwise amend the Affiliate Program with regards to any Website(s), in its entirety, or partially with respect to one or more jurisdictions, if applicable. In this instance, we will not be liable to pay you any Commission which has accrued to your benefit that is attributable to such jurisdiction(s), with immediate effect and without notice to you. Your Affiliate Agreement shall be automatically amended to reflect the aforementioned accordingly.

6. Commission and payment:

  1. Subject to your adherence with the provisions of the Affiliate Agreement, you will earn Commission in accordance with the Commission Structure on Net Revenue of New Customers referred by you to the Website(s). We may unilaterally make changes to the Commission percentage and method of calculation. If such change is not acceptable to an Affiliate, the Affiliate may terminate the Affiliate Agreement in accordance with clause 10. The Commission shall be deemed to be exclusive of value added tax or any other applicable tax. VAT shall be payable to the Affiliate in addition to the Commission except where it is us who have to account for VAT in Cyprus in relation to the Affiliate Program (under reverse charge). In case of any change in the applicable VAT, the Commission shall be adjusted so our position remains one which is not more onerous than prior to the change. Unless You are notified by us to the contrary, we operate a ‘no negative carryover’ policy with the exception of the ‘high roller policy’ as defined in clause 6.9.
  2. The Commission is calculated at the end of each month and payments shall be made on a monthly basis in arrears, upon presentation an invoice raised by you, not later than the tenth (10th) of the following calendar month, provided that the amount due exceeds fifty Euro (€50) (the “Minimum Threshold”). If the balance due is less than the Minimum Threshold, it shall be accumulated and carried over to the following month and each month thereafter until the total Commission collectively exceeds the Minimum Threshold. The said total Commission shall be included in the invoice to be raised in the month following that when the Minimum Threshold is reached.
  3.  Due to regulations applicable to us from time to time, Affiliates may be required to provide documentation for verification and ‘know your customer’ purposes before a withdrawal can be accessed. If an error is made in the calculation of the Commission, we reserve the right to correct such calculation at any time – in the event of an overpayment, this shall be set-off against any forthcoming invoices to be raised by the Affiliate.
  4. The Affiliate’s acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.
  5. If either Party disagrees with the balance due, it shall notify the other Party within fifteen (15) days and state the reasons of disagreement. The disputed amount shall then be compared by us to reports offered in the Affiliate Account system and our database, and the final amount payable shall be as per the figure reported on the database.
  6. The Affiliate may, at our sole discretion, be provided with the opportunity to restructure its commission structure. Examples of alternative commission structures could include a Cost Per Acquisition (CPA) model. However, and for the avoidance of doubt, only one type of Commission Structure for the same product may be applied at the same time. Therefore, once an Affiliate accepts our offer to apply a new commission structure, different to the standard Commission Structure detailed in the Affiliate Agreement, the Affiliate hereby agrees and understands that the new proposed commission structure shall replace the existing commission structure in its entirety. Notwithstanding the above, the Affiliate’s obligations assumed under the Affiliate Agreement will still continue to apply to the Affiliate even if a new commission structure is applicable.
  7. The Affiliate shall have the sole responsibility to pay any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity as a result of the compensation generated under the Affiliate Agreement. We shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall indemnify us in that regard.
  8. If in any given calendar month, a player from any Affiliate generates negative commissionable revenue of at least fifty thousand Euro (€50,000) then such player shall be deemed to be a high roller (“High roller(s)”). In calculating Commission for High Rollers, where commission earned by an Affiliate in relation to a High Roller(s) results in a negative amount in any calendar month then we shall have the right to carry forward any such negative amounts and the negative amounts will be applicable to, and set off against, any future commission payable to you in relation to the High Roller(s) until the negative balance has been fully set off against future positive commission. If any High Roller(s) has a negative commissionable revenue in excess of fifty thousand Euro (€50,000) in the last calendar month prior to the current unbilled calendar month then this negative commissionable revenue will be considered as negative carryover and used to calculate Commission for the current unbilled calendar month.
  9. If at any time and for any reason, any monies received by us from New Customers need to revert back to said New Customers, any Commissions paid to you based on said monies shall accordingly revert back to us. We shall also be entitled to set-off from future Commissions and/or Sub-Affiliate Commissions payable to you any amounts already received by you in these circumstances.
  10. Notwithstanding anything to the contrary contained herein, if your Affiliate Account is suspended for any reason whatsoever, you will not generate and/or accumulate any Commission (including Sub-Affiliate Commission) during any such suspension period. Therefore, no Commission shall be generated during such period and you will also not be entitled to receive any payments of such Commission and/or Sub-Affiliate Commission:Provided that for the avoidance of doubt, this clause 6.10 shall apply notwithstanding:
    1. that the Commission that would have otherwise been generated by you during the suspension period, relates to New Customers registered prior to the said suspension period; and/or
    2. any New Customers that may have completed their registration on any of the Website(s) during the said suspension period; and/or
    3. any traffic that may have been generated to any of our Website(s) during the said suspension period.

7. Sub-Affiliate Terms and Conditions:

  1. The following terms and conditions shall apply to you in respect of Sub-Affiliates. Potential Sub-Affiliates will be required to complete and submit an Affiliate Application. We will assess the Sub-Affiliate application and may, at our sole and absolute discretion, accept or otherwise reject such Affiliate Application pertaining to potential Sub-Affiliates.
  2. Upon our acceptance of a Sub-Affiliate to the Affiliate Program, each Sub-Affiliate will be required to accept the terms and conditions of the Affiliate Agreement, as set out herein.
  3. Upon our acceptance of a Sub-Affiliate to the Affiliate Program, Sub-Affiliates will receive Commission from us in accordance with the Affiliate Agreement. You shall be entitled to receive Commission from us based on the Commissions received by the Sub-Affiliates introduced by you to us (the “Sub-Affiliate Commission”). The Sub-Affiliate Commission due to you shall depend on the Commission Structure agreed between such Sub-Affiliate and us, regardless of the Commission Structure applicable to you. For the sake of clarity, where a Sub-Affiliate’s account is suspended resulting in the cessation of said Sub-Affiliate’s Commission payments, Sub-Affiliate Commission shall also cease during said time where the Sub-Affiliate account is suspended. In such case you shall not be entitled to claim any potential commission that might have otherwise accrued in relation to this period of suspension.
  4. For the sake of clarity, nothing herein shall entitle you to receive any Commission for sub-affiliates introduced by a Sub-Affiliate to us.
  5. None of the following is permissible and is strictly forbidden at all times: (a) introducing yourself, an employee or a relative as a Sub-Affiliate, or, where the person entering into this Affiliate Agreement is a legal entity, neither the directors, officers nor employees of such legal entity or the relatives of such individuals, or legal entities forming part of the same group of companies as the Affiliate entity. For the avoidance of doubt, you shall not be entitled to any Sub-Affiliate Commission if: (i) you are a legal person, and the relevant Sub-Affiliate is your director, an officer of the entity, employee or agent or in any case an entity within the same group of companies as you; or, (ii) you are a natural person, and the relevant Sub-Affiliate is your employee, agent or relative; (b) offering, making available to or providing a Sub-Affiliate (including a potential Sub-Affiliate) an incentive – whether financial or otherwise – to act as, or, become a Sub-Affiliate; (c) attempt to use the Sub-Affiliate structure in any manner whatsoever in bad faith against us.
  6. If we determine, in our sole and absolute discretion, that you have done or attempted to do any of the aforesaid, we may immediately block your Affiliate Account/s, and/or retain any Commission and/or Sub-Affiliate Commission (as we may unilaterally decide) otherwise payable to you, and you will no longer be entitled, and, we will no longer be liable, to pay such Commission and/or Sub-Affiliate Commission to you.

8. Modification of terms and conditions:

We may modify any of the terms and conditions contained in the Affiliate Agreement or replace it at any time at our sole discretion, with immediate effect and in such case, written notification to this effect shall be given to you, If any modification is unacceptable to you, your only recourse is to terminate the Affiliate Agreement with immediate effect, otherwise your continued participation in our Affiliate Program will constitute binding acceptance of any modifications or amendments to the Affiliate Agreement, irrespective of whether or not you have actually learned of, or read the relevant changes.

9. Confidential Information and Publicity:

During the term of the Affiliate Agreement, you may from time to time be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, the Commissions earned by you under the Affiliate Program). You agree to avoid disclosure or unauthorised use of any such confidential information to third persons or outside parties unless you have our prior written consent. You also agree that you will use confidential information only for purposes necessary to further the purposes of the Affiliate Agreement. Your obligations in regard to this clause survive the termination of the Affiliate Agreement. You must not issue any press release or similar communication to the public with respect to your participation in the Affiliate Program without our prior written consent (with approval of the exact content to also be approved by us).

10. Term and Termination:

  1. Term. The term of the Affiliate Agreement will begin when you are approved as an Affiliate and will be continuous. Without prejudice to any other provision, the Affiliate Agreement may be terminated by either Party by giving thirty (30) days written notice to the other Party, provided that this Affiliate Agreement shall be automatically terminated in the event that we are precluded from offering the online gaming services to customers through any Website(s). For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification. For the avoidance of doubt, we may also terminate (in accordance with clause 5 above) upon immediate notice at any time for the Affiliates failure to meet their obligations under the Affiliate Agreement or otherwise for the Affiliate’s negligence.
  2. Affiliate actions upon termination. Upon termination you must immediately remove all of our banners/icons from the Affiliate Website and disable all Affiliate Links from the Affiliate Website to all our Website(s). All rights and licenses given to you in the Affiliate Agreement shall immediately terminate. You will return to us any confidential information and all copies of it in your possession, custody and control and will cease all uses of all of our Intellectual Property Rights.
  3. Commission. Upon termination of the Affiliate Agreement for any reason, all Commission relating to any New Customers directed to any of our Website(s) during the term shall not be payable to the Affiliate as from the date of termination. All monies earned by us from such New Customers shall, as from the date of termination, be retained solely by us.

11. Miscellaneous:

  1. Disclaimer. We make no express or implied warranties or representations with respect to the Affiliate Program, about ourselves, or the Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement), and do not express nor imply any warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our Website(s) will be uninterrupted or error-free and will not be liable for the consequences if there are any. In the event of a discrepancy between the reports offered in the Affiliate Account system and our database, the database shall be deemed accurate.
  2. Indemnity. You shall defend, indemnify, and hold us, as well as our directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs, including legal fees, resulting from, arising out of, or in any way connected with: (a) any breach by you of any provision of the Affiliate Agreement, (b) the performance of your duties and obligations under the Affiliate Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorised use of our banners and links or this Affiliate Program.
  3. Limitation of Liability.  We shall not be held liable for any direct or indirect, special, or consequential damages (or any loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Affiliate Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages.
  4. Non-Waiver. Our failure to enforce your strict performance of any provision of the Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of the Affiliate Agreement. No modifications, additions, deletions or interlineations of the Affiliate Agreement are permitted or will be recognised by us. None of our employees or agents has any authority to make or to agree to any alterations or modifications to the Affiliate Agreement or its terms.
  5. Relationship of Parties. We and the Affiliate are independent contractors and nothing in the Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this Affiliate Agreement.
  6. Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform its obligations under the Affiliate Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) days then either Party may terminate the Affiliate Agreement with immediate effect by providing a written notice.
  7. Assignability. You may not assign the Affiliate Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, the Affiliate Agreement will be binding on, inure to the benefit of, and be enforceable against you and us and our respective successors and assigns.
  8. Severability. Each provision of the Affiliate Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of the Affiliate Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of the Affiliate Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
  9. English language. Where the Affiliate Agreement is translated into the languages, please be aware that the Affiliate Agreement was first drafted in English and where there is any conflict or discrepancy between the English language version and any other language, the English language version shall prevail.
  10. Governing Law. The validity, construction and performance of the Affiliate Agreement and any claim, dispute or matter arising under or in connection to the Affiliate Agreement or its enforceability shall be governed and construed in accordance with the laws of Cyprus and the Vourts of Cyprus shall have exclusive jurisdiction to determine any claim, dispute or matter under or in connection with the Affiliate Agreement and/or its enforceability.