BETHARDAFFILIATES.COM - AFFILIATE PROGRAM AGREEMENT - TERMS & CONDITIONS (BETHARD.COM, FASTBET.COM) INTRODUCTION THE BELOW AFFILIATE PROGRAM AGREEMENT (THE AGREEMENT) SETS OUT THE TERMS AND CONDITIONS AGREED BETWEEN: - WORLDCLASS SERVICES LIMITED (THE COMPANY), A COMPANY DULY REGISTERED UNDER THE LAWS OF GIBRALTAR WITH REGISTRATION NUMBER 118129, HAVING ITS REGISTERED OFFICE AT SUITE 6, WATERGARDENS 4, GIBRALTAR GX11 1AA, GIBRALTAR; AND - THE PERSON/COMPANY SET OUT ON THE RELEVANT APPLICATION FORM (THE AFFILIATE) REQUESTING ACCESS TO PROZONE’S AFFILIATE PROGRAM (THE AFFILIATE PROGRAM). THE COMPANY AND THE AFFILIATE SHALL BE JOINTLY REFERRED TO AS THE PARTIES. WORLDCLASS SERVICES LTD IS THE COMPANY RESPONSIBLE FOR MARKETING THE OFFERING AND THE SERVICES, INCLUDING CASINO GAMES AND SPORTS-BETTING THROUGH PROZONE’S WEBSITES, AS DEFINED HEREUNDER. THE AFFILIATE MAINTAINS AND OPERATES THROUGH THE AFFILIATE SITE(S). THIS AGREEMENT DEFINES THE GENERAL AFFILIATE PROGRAM TERMS AND CONDITIONS BETWEEN THE COMPANY AND THE AFFILIATE. BY FILLING AND SUBMITTING THE AFFILIATE APPLICATION, THE AFFILIATE ACCEPTS AND AGREES TO COMPLY WITH ALL THE FOLLOWING TERMS & CONDITIONS AND WITH ALL APPLICABLE LEGISLATION. THIS AGREEMENT TAKES EFFECT AND IS BINDING FOR THE AFFILIATE WHEN THE AFFILIATE APPLICATION IS SUBMITTED. IT WILL NOT BE BINDING FOR THE COMPANY, OR TAKE ANY EFFECT UNTIL THE COMPANY HAS APPROVED THE AFFILIATE APPLICATION. PLEASE READ THE AGREEMENT CAREFULLY TO ENSURE YOU UNDERSTAND YOUR RIGHTS AND OBLIGATIONS IN THIS REGARD. 1. DEFINITIONS "AFFILIATE" MEANS YOU, THE PERSON OR PARTY THAT REQUESTS ACCESS TO THE AFFILIATE PROGRAM. "AFFILIATE PROGRAM" REFERS TO THE PROGRAM SET WITH THE COMPANY AND AFFILIATE, IN WHICH THE AFFILIATE IS MARKETING PROZONE’S WEBSITES, CREATES LINKS FOR THE AFFILIATE SITE(S) GIVEN BY SUCH PROZONE WEBSITES AND WILL RECEIVE COMPENSATION, WHICH IS DEFINED IN THIS AGREEMENT, BASED ON THE BETHARD.COM AND FASTBET.COM NET TURNOVER, AND IS DEFINED UNDER NET COMMISSION. "AFFILIATE-SITE(S)" MEANS ONE OR MORE SITES THAT ARE OPERATED AND MAINTAINED BY THE AFFILIATE. PROZONE’S WEBSITES SHALL MEAN THE WEBSITES WITH DOMAIN NAMES WWW.BETHARD.COM AND WWW.FASTBET.COM "COMMISSION" MEANS THE PERCENTAGE OF NET INCOME THAT IS DEFINED SEPARATELY FOR DIFFERENT PRODUCTS. CONFIDENTIAL INFORMATION MEANS ANY INFORMATION OF COMMERCIAL OR ESSENTIAL VALUE RELATING TO THE COMPANY (OR ANY OF THE COMPANIES FALLING WITHIN THE SAME GROUP) 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 PROZONES WEBSITES, TECHNOLOGY, MARKETING PLANS AND MANNERS OF OPERATION. 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 RELATING TO THE PROZONES WEBSITES. "NET COMMISSION" MEANS: FOR BETTING / CASINO: ALL THE MONEY THAT THE COMPANY RECEIVES FROM NEW CUSTOMERS WHO HAVE COME TO PROZONE’S WEBSITES TROUGH THE AFFILIATE-SITE IN RELATION TO THEIR BETS/CASINO-ACTION DEDUCTED WITH: - NEW CUSTOMER WINNINGS - BONUS PAYOUTS (NOT CANCELED BONUSES) - ADMINISTRATION COSTS 25% - 45%- COSTS DUE TO FRAUD - COLLETING/RECOVERIES - RETURNED STAKES - TAXES PAID IN CASH OR EQUIVALENT - ANY OTHER EXPENSES "NEW CUSTOMER" MEANS A NEW FIRST-TIME CUSTOMER OF THE COMPANY HAVING MADE A FIRST DEPOSIT AMOUNTING TO AT LEAST THE APPLICABLE MINIMUM DEPOSIT AT THE PROZONE WEBSITES BETTING ACCOUNT WITHIN THIRTY (30) DAYS FROM THE DATE OF REGISTRATION, AND IN ACCORDANCE WITH THE APPLICABLE TERMS AND CONDITIONS OF PROZONE’S WEBSITES, BUT EXCLUDES THE AFFILIATE, ITS EMPLOYEES, RELATIVES AND/OR FRIENDS. FOR THE AVOIDANCE OF DOUBT, A NEW CUSTOMER IS A CUSTOMER WHO DOES NOT ALREADY HAVE AN ACCOUNT WITH THE PROZONE WEBSITES. 2 AFFILIATE CONDITIONS OF APPROVAL 2.1. THE COMPANY WILL REVIEW THE APPLICATION SENT BY THE AFFILIATE AND WILL INFORM THE AFFILIATE VIA E-MAIL WHETHER THE APPLICATION HAS BEEN APPROVED OR DECLINED. THE COMPANY RESERVES ALL RIGHTS TO DECLINE ANY APPLICATION WITHOUT SPECIFYING ANY REASONS. 2.2. THE AFFILIATE DECLARES AND CONFIRMS THAT BOTH PRIOR TO, AND UPON APPROVAL OF THE AFFILIATE APPLICATION, IT POSSESSED THE LEGITIMATE RIGHT TO ENTER INTO THIS AGREEMENT AND TO GRANT THE RIGHTS CONTAINED HEREIN, AS WELL AS THE RIGHT TO CARRY OUT ALL AND ANY OBLIGATIONS UNDER THIS AGREEMENT. 2.3. THE AFFILIATE CONFIRMS THAT IT MAINTAINS, HAS ACQUIRED AND MADE ALL THE NECESSARY REGISTRATIONS, PERMITS, AUTHORIZATIONS AND LICENSES THAT MAY BE REQUIRED FOR THIS AGREEMENT, AND THE AFFILIATE FULLY UNDERSTANDS AND ACCEPTS THE TERMS AND CONDITIONS OF THIS AGREEMENT. 3 AFFILIATE RESPONSIBILITIES AND OBLIGATIONS 3.1 BY AGREEING TO PARTICIPATE IN THE COMPANYS AFFILIATE PROGRAM, THE AFFILIATE IS AGREEING TO USE ITS BEST EFFORTS TO ACTIVELY AND EFFECTIVELY ADVERTISE, MARKET AND PROMOTE THE PROZONE WEBSITES IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, ALL APPLICABLE LEGISLATION AND THE COMPANY’S INSTRUCTIONS FROM TIME TO TIME. THE AFFILIATE WILL ENSURE THAT ALL ACTIVITIES UNDERTAKEN BY IT UNDER THE AFFILIATE AGREEMENT WILL BE IN THE COMPANY’S BEST INTEREST AND WILL IN NO WAY HARM THE COMPANY’S REPUTATION OR GOODWILL, OR THE REPUTATION OR GOODWILL OF ANY OF THE COMPANIES FALLING WITHIN THE SAME GROUP OF COMPANIES. 3.2 THE AFFILIATE IS MARKETING AND BRINGING NEW PLAYERS TO THE PROZONE WEBSITES AT ITS OWN EXPENSE. THE AFFILIATE TAKES FULL RESPONSIBILITY FOR ITS OWN ACTIONS AND THE POSSIBLE RISKS. 3.3THE AFFILIATE MAY ONLY USE LINKS TO THE PROZONE WEBSITES USING THE AFFILIATE LINKS OR OTHER SUCH MATERIAL THAT HAVE BEEN SUBMITTED FROM THIS AFFILIATE PROGRAM OR THAT THE COMPANY MAY APPROVE FROM TIME TO TIME. THIS IS THE ONLY METHOD BY WHICH THE AFFILIATE MAY ADVERTISE UNDER THIS AFFILIATE PROGRAM. THE AFFILIATE IS SOLELY RESPONSIBLE FOR THE CONTENT AND DISTRIBUTION OF ITS MARKETING LEGALITY. ALL THE AFFILIATES’ MARKETING REGARDING THE PROZONE WEBSITES MUST BE APPROPRIATE, PROFESSIONAL, AND IN ACCORDANCE WITH THIS AGREEMENT AND WITH ALL RELEVANT LAWS, REGULATIONS AND GUIDELINES. 3.4 THE AFFILIATE ASSURES THAT THE AFFILIATE-SITE(S) DO NOT CONTAIN AND WILL NOT CONTAIN ANY MATERIAL THAT IS DISCRIMINATORY, ABUSIVE, LIBELOUS, ILLEGAL OR IN ANY WAY INAPPROPRIATE. 3.5 THE AFFILIATE WILL NOT ACTIVELY MARKET TO UNDER-AGED PERSONS OR OFFER GAMBLING IN AN ENVIRONMENT THAT IS DIRECTED TO CHILDREN AND YOUTHS. IT WARRANTS THAT IT HAS EFFECTIVE MECHANISMS IN PLACE TO PREVENT ACCESS TO THE AFFILIATE WEBSITES BY MINORS, INCLUDING BUT NOT LIMITED TO, A CLEAR SIGN INDICATING THE MINIMUM LEGAL AGE WHERE INDIVIDUALS MAY MAKE USE OF THE PRODUCT OR SERVICE AS STIPULATED IN THE LAWS OF THE TERRITORIES IN WHICH THE AFFILIATE IS PROMOTING THE PROZONE WEBSITES. THE AFFILIATE WILL NOT BE DIRECTING MARKETING TO ANY REGIONS OR COUNTRIES WHERE GAMBLING AND ITS MARKETING IS ILLEGAL. THE AFFILIATE WILL NOT BE CONTROLLING OR MARKETING UNLAWFUL OR FRAUDULENT ACTIVITY TO THE PROZONE WEBSITES. 3.6 THE AFFILIATE WILL NOT REGISTER A PLAYER ACCOUNT OR MAKE DEPOSITS TO ANY PLAYER ACCOUNT FOR IMPROVING HIS OWN AFFILIATE COMMISSION. THIS APPLIES TO ALL ACCOUNTS, FOR OWN PERSONAL OR RELATIVES PLAYER ACCOUNT, FRIENDS, OR OTHER THIRD PARTIES, OR BY ANY OTHER ARTIFICIAL OR FRAUDULENT WAY TO IMPROVE OR INCREASE THE AFFILIATES CONTRIBUTION TO THE COMMISSION. THE AFFILIATE DOES NOT SEEK TO OR IN ANY OTHER WAY TRY TO CHEAT THE COMPANY. ALL OF THESE TERMS ARE INTERPRETED AS FRAUD VIOLATION. 3.7 THE AFFILIATE SHALL NOT CREATE AND PRESENT THE AFFILIATE-SITE(S) IN A WAY THAT COULD LEAD TO CONFUSION OF BETHARD.COM OR FASTBET.COM SITES AND /OR THE COMPANY. THE AFFILIATE DOES NOT SUGGEST OR GIVE THE IMPRESSION THAT HIS AFFILIATE-SITE IS PARTIALLY OR TOTALLY CREATED OR OWNED BY ANY OF THE PROZONE WEBSITES. 3.8 THE COMPANY RESERVES THE RIGHTS TO FREEZE THE AFFILIATE ACCOUNT AND/OR TO REDUCE THE BALANCE OF THE AFFILIATE ACCOUNT IF THE TRAFFIC CREATED BY THE AFFILIATE HAS BEEN MADE THROUGH FRAUDULENT MEANS OR IN VIOLATION OF THIS AGREEMENT AND THE APPLICABLE TERMS & CONDITIONS AND RULES. 3.9 THE AFFILIATE IS RESPONSIBLE FOR CHANGING THE BONUS AND/OR PROMOTIONAL MATERIAL AND/OR TRACKING LINK AFTER RECEIVING OFFICIAL COMMUNICATION IN WRITING FROM THE COMPANY. THE COMPANY SHALL NOT BE HELD RESPONSIBLE TO THIS EFFECT. 3.10 THE AFFILIATE IS HEREBY AGREEING THAT IT WILL NOT CREATE ITS OWN, OR AMEND IN ANY WAY WHATSOEVER, CREATIVE MEDIA SUPPLIED TO IT BY THE COMPANY UNLESS IT HAS RECEIVED PRIOR WRITTEN CONSENT TO DO SO. ANY AMENDMENTS TO THE COMPANY’S CREATIVE MEDIA IS CONSIDERED A BREACH OF THESE TERMS AND CONDITIONS. 3.11 THE AFFILIATE WILL ONLY USE THE PROMOTIONAL BANNERS, IMAGES AND CREATIVE MEDIA WHICH ARE SUPPLIED THROUGH THE COMPANYS ONLINE PORTAL OR OTHERWISE SUPPLIED BY THE COMPANY. DURING THE TERM OF THIS AGREEMENT, THE AFFILIATE SHALL USE ITS REASONABLE ENDEAVORS TO DISPLAY THE MOST UP-TO-DATE CONTENT ON THE AFFILIATE SITE IN A MANNER AND LOCATION AS AGREED BETWEEN THE PARTIES. THE AFFILIATE SHALL NOT ALTER THE FORM OR OPERATION OF THE CONTENT WITHOUT THE COMPANYS PRIOR WRITTEN CONSENT. 3.12 THE AFFILIATE WILL USE ALL REASONABLE ENDEAVOURS TO MARKET THE AFFILIATE DOMAIN IN THE ALLOWED TERRITORY IN ORDER TO MAKE THE COOPERATION UNDER THIS AGREEMENT PROFITABLE FROM THE START. 3.13 THE AFFILIATE SHALL MARKET THE AFFILIATE DOMAIN AND THE SERVICES AND SHALL DO SO IN COMPLIANCE WITH ALL APPLICABLE LEGISLATION, GUIDELINES, DIRECTIVES AND/OR ANY OTHER BINDING DOCUMENTS IN ORDER TO ENSURE THAT ALL ADVERTISING AND PROMOTIONS IN THE APPROVED JURISDICTION ARE COMPLIANT AT ALL TIMES. THE OPERATOR MAY ISSUE GUIDELINES TO THE AFFILIATE WHICH THE AFFILIATE MUST FOLLOW. 3.14 THE AFFILIATE SHALL REQUEST THE OPERATORS PRIOR WRITTEN APPROVAL FOR ALL ADVERTISING AND PROMOTIONAL MATERIALS AND SHALL ONLY ISSUE SUCH ADVERTISING AND PROMOTIONAL MATERIALS ONCE THE OPERATORS PRIOR WRITTEN APPROVAL IS OBTAINED. 3.15 THE AFFILIATE HEREBY DECLARES THAT IT HAS OBTAINED OR SHALL OBTAIN ANY LICENSE, APPROVAL, AUTHORIZATION, PERMIT OR SATISFY ANY OTHER REQUIREMENT TO ENSURE THAT IT COMPLIES WITH THE PROVISIONS OF THIS AGREEMENT. 3.16 THE AFFILIATE MUST FURNISH THE OPERATOR WITH THE APPROPRIATE INFORMATION AND KNOW-YOU-CUSTOMER DOCUMENTATION OF THE INVOLVED PARTIES AS DEEMED NECESSARY AND AS MAY BE REQUESTED FROM TIME TO TIME BY THE COMPANY. TO THIS EFFECT, THE AFFILIATE SHALL ENSURE AND UNDERTAKE THAT ALL INFORMATION AND DOCUMENTATION PROVIDED TO THE COMPANY IS COMPLETE, ACCURATE AND UP-TO-DATE. 3.17 DIRECT MARKETING. IF THE AFFILIATE WISHES TO SEND ANY DIRECT MARKETING COMMUNICATIONS TO INDIVIDUALS (INCLUDING BUT NOT LIMITED TO EMAIL, SMS AND/OR PUSH NOTIFICATIONS) WHICH (I) INCLUDE ANY OF THE COMPANY AND/OR ITS ASSOCIATED COMPANIES OR PROZONES WEBSITES INTELLECTUAL PROPERTY RIGHTS; OR (II) OTHERWISE INTEND TO PROMOTE PROZONES WEBSITES, THE AFFILIATE MUST FIRST OBTAIN EXPRESS WRITTEN PERMISSION FROM THE COMPANY AND/OR ITS ASSOCIATED COMPANIES IN ORDER TO SEND SUCH DIRECT MARKETING COMMUNICATIONS. IF SUCH PERMISSION IS GRANTED, THE AFFILIATE MUST THEN ENSURE THAT IT HAS OBTAINED EACH AND EVERY RECIPIENTS EXPLICIT CONSENT TO RECEIVE MARKETING COMMUNICATIONS AND THAT SUCH INDIVIDUALS HAVE NOT OPTED OUT OF RECEIVING SUCH COMMUNICATION AND ARE NOT EXPERIENCING ANY SORT OF PERIOD OF SELF-EXCLUSION FROM GAMBLING. FOR THIS PURPOSE THE AFFILIATE IS TO CROSS-CHECK ITS MARKETING DATABASES AGAINST ALL RELEVANT REGISTERS WHICH INDIVIDUALS MAY REGISTER WITH TO PREVENT THEM FROM RECEIVING MARKETING COMMUNICATIONS. IF APPROVAL FOR DIRECT MARKETING IS GIVEN, THE AFFILIATE MUST ALSO MAKE IT CLEAR TO THE RECIPIENT THAT ALL MARKETING COMMUNICATIONS ARE SENT FROM THE AFFILIATE ITSELF, AND ARE NOT SENT FROM ANY OF THE PROZONE WEBSITES, THE COMPANY, OR ANY OF ITS ASSOCIATED COMPANIES. FOR THE AVOIDANCE OF DOUBT, SHOULD THE AFFILIATE WISH TO ENGAGE ANY THIRD PARTIES IN CONNECTION WITH THE PROVISION OF SUCH DIRECT MARKETING COMMUNICATIONS, THE AFFILIATE SHALL BE RESPONSIBLE FOR ENSURING SUCH THIRD PARTIES COMPLY WITH THE REQUIREMENTS OF THIS CLAUSE. DIRECT MARKETING FOR CUSTOMERS RESIDING IN SWEDEN IS STRICTLY PROHIBITED, AND IT IS THE RESPONSIBILITY OF THE AFFILIATE TO ENSURE THAT NO SUCH DIRECT MARKETING IS CARRIED OUT FOR CUSTOMERS RESIDING IN THESE TERRITORIES. 4. THE COMPANY'S RESPONSIBILITIES AND OBLIGATIONS 4.1 THE COMPANY WILL CONVEY ALL THE NECESSARY INFORMATION, AFFILIATE-LINKS AND MARKETING MATERIAL TO THE AFFILIATE. 4.2 THE COMPANY WILL HANDLE THE REVENUE AND TRAFFIC THAT THE AFFILIATE HAS CREATED THROUGH THE AFFILIATE-LINKS. THE COMPANY WILL REPORT TO THE AFFILIATE THE EXACT NUMBERS OF EARNINGS GENERATED FROM THE AFFILIATE-LINKS, SUCH AS NET-REVENUE AND AFFILIATE COMMISSIONS. THE COMPANY HANDLES ALL CUSTOMER SERVICES RELATED TO THE COMPANY'S BUSINESS. ALL THE AFFILIATES PLAYERS WILL BE CONNECTED WITH A UNIQUE IDENTIFICATION CODE (TAG) FOR MONITORING PURPOSES. 4.3 THE COMPANY WILL PAY AFFILIATE COMMISSIONS ACCORDING TO THE TERMS & CONDITIONS OF THIS AGREEMENT 5. THE COMPANYS RIGHTS 5.1 THE COMPANY MAY REFUSE AT ANY TIME ANY NEW CUSTOMER, AND/OR MAY CLOSE A CUSTOMER'S ACCOUNT IF THE COMPANY BELIEVES THAT IT IS NECESSARY TO COMPLY WITH THE COMPANY'S POLICIES, AND/OR OF PROTECTION OF THE COMPANYS BEST INTERESTS. 5.2THE COMPANY RESERVES THE RIGHT TO DETERMINE ADD AND/OR CHANGE ITS BONUSES AT ANY TIME AND AT ITS OWN DISCRETION, AND THIS WITHOUT THE NEED FOR ANY PRIOR NOTICE GIVEN TO THE AFFILIATE 5.3THE COMPANY MAY REFUSE ANY AFFILIATE APPLICANT OR CLOSE ANY AFFILIATE ACCOUNT, IF THE COMPANY REASONABLY BELIEVES THAT IT WOULD BE NECESSARY TO COMPLY WITH THE COMPANY'S POLICIES, OR FOR THE PROTECTION OF THE COMPANYS BEST INTERESTS. IF THE AFFILIATE DOESNT COMPLY- OR BREAKS ANY PART OF THIS AGREEMENT, THE COMPANY MAY CLOSE THE AFFILIATES ACCOUNT(S) AND TAKE OTHER LEGAL ACTIONS OR ANY OTHER LEGAL MEASURES TO PROTECT THE COMPANYS INTERESTS. 5.4 THE COMPANY RESERVES THE RIGHT TO REMOVE AN AFFILIATE TAG ON INACTIVE PLAYER ACCOUNTS, WHERE THE ACCOUNT WOULD HAVE BEEN INACTIVE FOR A CONSECUTIVE PERIOD OF AT LEAST SIX (6) MONTHS. FOR THE AVOIDANCE OF DOUBT, A PLAYER ACCOUNT WILL BE CLASSED AS INACTIVE IF NO ACTIVITY OCCURS (INCLUDING LOGGING IN/OUT) AFTER SIX (6) SUCCESSIVE MONTHS. 5.5 THE COMPANY RESERVES THE RIGHT TO REMOVE AN AFFILIATE TAG FROM A NEWLY REGISTERED CUSTOMER ACCOUNT IF NO DEPOSITS ARE MADE ON THE ACCOUNT WITHIN THIRTY (30) DAYS FROM DATE OF REGISTRATION. 5.6 THE COMPANY RESERVES THE RIGHTS TO CHANGE ANY DEAL (WITHOUT ANY FURTHER NOTICE) OF ANY AFFILIATE THAT GENERATES LESS THAN FIVE (5) NEW CUSTOMERS PER MONTH OR ANY AFFILIATE THAT CEASES TO PROMOTE THE PROZONES WEBSITES. 5.7 THE COMPANY RESERVES THE RIGHT TO ISOLATE PLAYERS WHO HAVE GENERATED AT LEAST €50,000 IN NEGATIVE COMMISSIONABLE REVENUE WITHIN A SINGLE MONTH FROM THE AFFILIATE’S UNIQUE IDENTIFICATION CODE. 5.7.1 ISOLATE: PROZONE RESERVES THE RIGHT TO ISOLATE PLAYERS WHO MEET THE THRESHOLD OF €50,000 IN NEGATIVE COMMISSIONABLE REVENUE IN A GIVEN MONTH FROM THE AFFILIATE’S UNIQUE IDENTIFICATION CODE. IN THIS REGARD, ANY NEGATIVE REVENUE THE PLAYER GENERATES IN A GIVEN MONTH WILL BE CARRIED FORWARD AND OFFSET AGAINST FUTURE REVENUE FROM THAT SAME CUSTOMER UNTIL THE NEGATIVE BALANCE IS CLEARED. A CUSTOMER IS CONSIDERED A HIGH ROLLER IF THEY GENERATE AT LEAST €50,000 IN NEGATIVE COMMISSIONABLE REVENUE (AFTER TAX) IN A MONTH, LEADING TO AN OVERALL NEGATIVE BALANCE FOR THAT AFFILIATE. NEGATIVE BALANCES FROM HIGH ROLLERS CANNOT OFFSET POSITIVE REVENUE FROM OTHER CUSTOMERS. THE NEGATIVE BALANCE WILL BE REDUCED BY FUTURE POSITIVE REVENUE FROM THE SAME HIGH ROLLER AND WILL NOT BE CONSIDERED AFTER TWELVE (12) MONTHS. THE NEGATIVE REVENUE FROM A HIGH ROLLER WILL BE ISOLATED AND WILL NOT IMPACT THE OVERALL COMMISSION DUE FROM OTHER CUSTOMERS THAT MONTH. 5.7.2 REINCLUDE: ONCE THE NEGATIVE COMMISSIONABLE REVENUE GENERATED BY THE PLAYER RETURNS TO ZERO, PROZONE WILL RELIST THE PLAYER. 5.7 IN THE EVENT OF A SUSPECTED BREACH OF THIS AGREEMENT OR THE AFFILIATES SUSPECTED NEGLIGENCE IN PERFORMANCE OR SUSPECTED FAILURE IN ANY WAY TO MEET ITS OBLIGATIONS UNDER SUCH AGREEMENT, THE COMPANY RESERVES THE RIGHT TO SUSPEND (FOR UP TO 180 DAYS) ANY AFFILIATES PARTICIPATION IN THE AFFILIATE PROGRAM FOR ANY SUCH PERIOD AS MAY REQUIRED FOR THE COMPANY AND/OR ITS ASSOCIATED COMPANIES TO INVESTIGATE THE ACTIVITIES OF THE AFFILIATE CONCERNED. 6. AFFILIATE COMMISSION PAYMENTS 6.1 THE COMPANY AGREES TO PAY THE AFFILIATE COMMISSION IN ACCORDANCE WITH THE TERMS & CONDITIONS OF THIS AGREEMENT. 6.2 THE MINIMUM PAYOUT IS 100 6.3 IF THE BALANCE IS LESS THAN THE MINIMUM PAYOUT LIMIT OF 100, THE COMMISSION WILL BE CARRIED FORWARD TO THE FOLLOWING MONTH AND WILL BE PAID OUT ONCE THE TOTAL COMMISSIONS EXCEED THE MINIMUM PAYOUT LIMIT. 6.4 THE COMMISSION WILL BE PAID TO THE PAYMENT METHOD SELECTED BY THE AFFILIATE IN THE AFFILIATE APPLICATION IF CHANGING PAYMENTS METHOD, THE AFFILIATE IS OBLIGED TO NOTIFY THE MANAGEMENT. IF AN ERROR OCCURS WITH THE COMMISSION PAYOUT, THE COMPANY RESERVES THE RIGHT TO CORRECT ANY ERROR AT ANY TIME, AND PERFORM A DEFICIENCY PAYMENT IMMEDIATELY OR TO COLLECT THE INCORRECTLY PERFORMED OVER-PAYMENT. 6.5 WHERE A STATEMENT SHOWS A BALANCE OWING BY THE OPERATOR TO THE AFFILIATE, THE AFFILIATE SHALL IMMEDIATELY ISSUE THE OPERATOR WITH AN INVOICE IN RESPECT OF ANY FEES DUE AS SET OUT IN THE STATEMENT ANY CLAIM FOR PAYMENT BY THE AFFILIATE SHOULD BE MADE BY THE ISSUANCE OF AN INVOICE; OTHERWISE. THE COMPANY RESERVES THE RIGHT, AT ITS OWN DISCRETION, TO NOT CONSIDER THE CLAIM.MOREOVER THE AFFILIATE HEREBY AGREES THAT ANY PENDING FEES/COMMISSION DUE WILL BE FORFEITED, SHOULD THE AFFILIATE FAILS TO PROVIDE THE COMPANY WITH A VALID INVOICE WITHIN 6 MONTHS OF THE DATE THAT COMMISSION FELL DUE. 6.6 A RECEIVED AFFILIATE COMMISSION PAYOUT WILL BE INTERPRETED AS FINAL TO EVEN OUT THE AFFILIATE ACCOUNT FOR THE CURRENT PERIOD. 6.7 IF THE AFFILIATE DISAGREES WITH THE REPORTED COMMISSION HE SHALL REPORT IT IMMEDIATELY TO THE COMPANY. THE REPORT SHALL BE HANDED TO THE COMPANY WITHIN THIRTY (30) DAYS AND SHALL INDICATE THE GROUND OF ANY DIFFERING OPINION. IF THE AFFILIATE DOES NOT REPORT ITS DIFFERING OPINION TO THE COMPANY WITHIN THE GIVEN TIME, THIS WILL BE INTERPRETED TO MEAN THAT THE AFFILIATE HAS GIVEN THEIR APPROVAL FOR THE BALANCE FOR THAT CURRENT PERIOD. 6.8.THE COMPANY DOES NOT HAVE ANY OBLIGATION TO ANY AFFILIATE PAYMENTS IF THE COMPANY HAS REASON TO BELIEVE THAT AFFILIATE TRAFFIC IS IN ANY WAY ILLEGAL OR IF THE AFFILIATE IS IN BREACH OF ANY PROVISION OF THIS AGREEMENT OR THE APPLICABLE RULES. 6.8.1 THE COMPANY DOES NOT HAVE ANY OBLIGATION TO ANY AFFILIATE PAYOUT IF THE COMPANY HAS REASON TO BELIEVE THAT THE AFFILIATE HAS STEERED HIS TRAFFIC IN ANY ILLEGAL WAY OR THE AFFILIATE HAS BROKEN ANY OF ANY TERMS & CONDITIONS OF THIS AGREEMENT. 6.9 THE AFFILIATE AGREES TO RETURN ALL RECEIVED COMMISSIONS THAT HAVE BEEN BASED ON FRAUDULENT OR FALSIFIED TRANSACTIONS AND TO COMPENSATE THE COMPANY FOR ANY COSTS AND LOSSES RELATED TO THESE TRANSACTIONS (INCLUDING LEGAL FEES AND COSTS). 6.10 THE COMPANY MAY, AT ITS OWN DISCRETION, REFRAIN FROM PAYING THE BALANCE OF THE AFFILIATE UP TO TWO HUNDRED AND TEN (210) DAYS, IF THE COMPANY NEEDS TO INVESTIGATE AND TO CONFIRM THAT THE RELEVANT TRANSACTIONS HAVE TAKEN PLACE IN ACCORDANCE WITH THIS AGREEMENT. 6.11 PAYMENTS BY THE COMPANY WILL START TO BE PROCESSED FROM THE 15TH OF THE NEXT MONTH 6.12 THE AFFILIATE IS COMPLETELY RESPONSIBLE FOR ANY TAX COMPENSATIONS, OTHER COMPENSATIONS, COSTS AND OTHER POTENTIAL DOMESTIC AND INTERNATIONAL COSTS. THE COMPANY MAY NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY OF THE LISTED OR OTHER UNPAID COSTS OR AMOUNTS THAT ARE REQUESTED FROM THE AFFILIATE, AND THE AFFILIATE HAS NO RIGHT TO DEMAND COMPENSATION OF ANY KIND FROM THE COMPANY. 6.13 IF, IN ANY GIVEN CALENDAR MONTH, A PLAYER FROM ANY AFFILIATE GENERATES NEGATIVE COMMISSIONABLE REVENUE OF 50,000 (FIFTY THOUSAND EURO) OR MORE THEN THE PLAYER SHALL BE DEEMED TO BE A HIGH ROLLER (HIGH ROLLER(S)). IN CALCULATING COMMISSION FOR HIGH ROLLERS, WHERE COMMISSION EARNED BY AN AFFILIATE IN RELATION TO A HIGH ROLLER(S) RESULTS IN A NEGATIVE AMOUNT IN ANY CALENDAR MONTH, THEN THE COMPANY SHALL HAVE THE RIGHT TO CARRY FORWARD ANY SUCH NEGATIVE AMOUNTS, AND SUCH NEGATIVE AMOUNTS WILL BE APPLICABLE TO AND SET OFF AGAINST ANY FUTURE COMMISSION PAYABLE TO THE AFFILIATE IN RELATION TO THE HIGH ROLLER(S) UNTIL THE NEGATIVE BALANCE HAS BEEN FULLY SET OFF AGAINST FUTURE POSITIVE COMMISSION. IF ANY HIGH ROLLER(S) HAS A NEGATIVE COMMISSIONABLE REVENUE IN EXCESS OF 50,000 (FIFTY THOUSAND EURO) IN THE LAST CALENDAR MONTH PRIOR TO THE CURRENT UNBILLED CALENDAR MONTH, THEN SUCH NEGATIVE COMMISSIONABLE REVENUE WILL BE CONSIDERED AS NEGATIVE CARRYOVER AND WILL BE USED TO CALCULATE COMMISSION FOR THE CURRENT UNBILLED CALENDAR MONTH. 7. AFFILIATE-SITE(S) AND LINKS 7.1 THE AFFILIATE AGREES THAT ANY USE OF THE AFFILIATE PROGRAM ON THE INTERNET IS AT ITS OWN RISK. THE COMPANY DOES NOT GUARANTEE THAT BETHARD.COM AND FASTBET.COM SITES ARE AVAILABLE AT ANY GIVEN TIME OR PLACE. THE COMPANY IS NOT LIABLE FOR ANY LACK OF PRECISION, ERRORS, OR FOR ANY LOSS, HARM OR DAMAGE CAUSED BY PARTIAL OR TOTAL FAILURES, DELAYS AND/OR INTERRUPTIONS CAUSED BY THE AFFILIATE AND/OR ANY OTHER PARTY ON BETHARD.COM AND FASTBET.COM WEBSITES OR AFFILIATE PROGRAMS. 7.2 DURING THE TIME OF THIS AGREEMENT, THE AFFILIATE-LINKS ARE CLEARLY DISPLAYED ON THE AFFILIATE-SITE(S) AT ALL TIMES, IN THE MANNER AS AGREED UPON BETWEEN THE COMPANY AND THE AFFILIATE. THE COMPANY HAS THE RIGHT TO REVIEW THE AFFILIATE SITE(S) TO ENSURE COMPLIANCE WITH THIS AGREEMENT AND ITS TERMS AND CONDITIONS, AND THE AFFILIATE IS RESPONSIBLE FOR PROVIDING ALL THE INFORMATION REQUIRED IN ORDER TO ENSURE THAT THE TERMS AND CONDITIONS HAVE BEEN FOLLOWED AND ADHERED TO. 8. TERM & TERMINATION OF THIS AGREEMENT 8.1 THE TERM OF THIS AGREEMENT WILL CONTINUE UNTIL EITHER PARTY NOTIFIES THE OTHER, IN WRITING THAT IT WISHES TO TERMINATE THE AGREEMENT. THE NOTIFICATION OF TERMINATION SHALL BE SENT TO THE OTHER PARTY IN WRITTEN FORM (E-MAIL) AND THE NOTICE TIME FOR THE TERMINATION SHALL BE FOURTEEN (14) DAYS. 8.2 THE COMPANY MAY TERMINATE THIS AGREEMENT IMMEDIATELY BY WRITTEN NOTICE: a) IF THE AFFILIATE DOES NOT GENERATE ANY NEW CUSTOMERS FOR A CONSECUTIVE PERIOD OF SIX (6) MONTHS, EXCEPT IN MARKETS WHERE AFFILIATE ACTIVITY IS RESTRICTED; b) IF THE COMPANY SUSPECTS AND HAS REASONABLE PROOF TO THIS EFFECT THAT THE AFFILIATE IS ENGAGING IN ILLEGAL ACTIVITIES OR HAS REPEATEDLY BREACHED THE PROVISIONS OF THIS AGREEMENT. 8.3 THE COMPANY RESERVES THE RIGHT TO PROTECT ITSELF FROM BETTING PLAYERS WHO ARE ATTEMPTING TO BENEFIT FROM THE COMPANY'S PROGRAM. THESE PLAYERS, OFTEN REFERRED TO AS "ARBITRAGE" (PROFITS WITHOUT RISK), ARE PLAYERS WHO TRY TO TAKE ADVANTAGE OF THE AFFILIATE PROGRAM IN ORDER TO GET COMMISSION FOR THEIR LOSSES. IF THE COMPANY HAS REASON TO BELIEVE SUCH ACTIVITIES ARE TAKING PLACE, THE COMPANY MAY, AT ITS DISCRETION, TERMINATE THIS AGREEMENT IMMEDIATELY. 8 .4 IN CASE OF TERMINATION OF THIS AGREEMENT THE PARTIES HEREBY AGREE ON THE FOLLOWING: 8.4.1 ALL RIGHTS AND LICENCES, INCLUDING INTELLECTUAL PROPERTY RIGHTS, THAT HAVE BEEN GRANTED TO THE AFFILIATE UNDER THE AFFILIATE PROGRAM WILL BE IMMEDIATELY TERMINATED. THE AFFILIATE WILL IMMEDIATELY REMOVE ALL REFERENCES TO PROZONE’S WEBSITES FROM ITS AFFILIATE-SITE(S) AND MARKETING CHANNELS, REGARDLESS OF WHETHER THE MARKETING CHANNELS ARE COMMERCIAL OR OTHERWISE. UPON TERMINATION, THE AFFILIATE SHALL RETURN TO THE COMPANY ALL CONFIDENTIAL INFORMATION AND/OR PROPRIETARY MATERIAL OR INFORMATION (INCLUDING ANY AND ALL COPIES THEREOF) BELONGING TO THE OTHER PARTY. 8.4.2 THE AFFILIATE IS ONLY ENTITLED TO A COMMISSION THAT HAS BEEN EARNED BUT NOT YET PAID AT THE TIME OF TERMINATION OF THIS AGREEMENT, HOWEVER, ON THE CONDITION THAT THE COMPANY HAS THE RIGHT TO ABSTAIN FROM THE FINAL PAYMENT FOR A REASONABLE PERIOD UNTIL IT IS CONFIRMED THAT THE CORRECT AMOUNT IS PAID. THE AFFILIATE IS NOT ALLOWED TO MAKE OR RECEIVE ANY COMMISSION AFTER THE DATE OF TERMINATION OF THIS AGREEMENT. 8.4.3 THE AFFILIATE RELEASES THE COMPANY FROM ALL OBLIGATIONS AND LIABILITIES THAT MAY OCCUR OR ARISE AFTER TERMINATION OF THIS AGREEMENT. ENDING OF THE CONTRACT DOES NOT RELIEVE THE AFFILIATE’S LIABILITY THAT INCURRED BEFORE THE END OF THE CONTRACT, SUCH AS VIOLATING ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT OR VIOLATING ANY AGREEMENTS OF CONFIDENTIAL INFORMATION. SUCH OBLIGATIONS AND LIABILITIES SHALL CONTINUE TO BIND THE AFFILIATE EVEN IF THE VIOLATION TAKES PLACE AFTER THE CONTRACT HAS BEEN TERMINATED. 8.4.4 SHOULD THIS AGREEMENT BE TERMINATED BY THE COMPANY DUE TO A VIOLATION OF THE TERMS & CONDITIONS OF THIS AGREEMENT ON BEHALF OF THE AFFILIATE, THE COMPANY RESERVES THE RIGHT TO KEEP ALL UNPAID COMMISSIONS WHICH MAY HAVE BEEN DUE TO THE AFFILIATE. 9. CLOSURE OF A MARKET THE TERMS OF THIS AGREEMENT SHALL NO LONGER BE CONSIDERED APPLICABLE IN THE EVENT THE COMPANY IS OBLIGED TO LEAVE A MARKET DUE TO MARKET CONDITION CHANGES, LEGAL AND/OR REGULATORY CHANGES. IN SUCH CASES, THE EXISTING CUSTOMER ACCOUNTS OPENED WITHIN THAT MARKET CAN BE CLOSED. 10. INDEMNITY & LIMITATION OF LIABILITY 10.1 THE AFFILIATE SHALL INDEMNIFY ON DEMAND AND HOLD HARMLESS THE COMPANY AND EACH OF ITS ASSOCIATED COMPANIES, ASSOCIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND PARTNERS FROM AND AGAINST ANY AND ALL LOSSES, DEMANDS, CLAIMS, DAMAGES, COSTS, EXPENSES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL LOSSES AND LOSS OF PROFIT, REASONABLE LEGAL COSTS AND EXPENSES AND VAT THEREON IF APPLICABLE) AND LIABILITIES SUFFERED OR INCURRED, DIRECTLY OR INDIRECTLY, BY THE COMPANY RESULTING FROM OR IN ANY WAY CONNECTED WITH: a. ANY BREACH, NON-PERFORMANCE OR NON-OBSERVANCE BY THE AFFILIATE OF ANY OF THE OBLIGATIONS OR WARRANTIES SPECIFIED UNDER THIS AGREEMENT; b. THE AFFILIATES NEGLIGENCE; c. ANY INJURY CAUSED DIRECTLY OR INDIRECTLY BY THE AFFILIATES NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS, OR THE UNAUTHORISED USE OF THE COMPANYS BANNERS AND LINKS OR THIS AFFILIATE PROGRAM; d. THE AFFILIATES USE OR ABUSE OF THE MARKETING MATERIAL AND THE COMPANY'S INTELLECTUAL PROPERTY RIGHTS. e. ALL CHARGES AND CLAIMS, THAT THE AFFILIATE-SITE(S) OR ITS INFORMATION AND/OR FILES INFRINGE A THIRD PARTY'S PATENT, COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHTS, OR CLAIMS OF VIOLATION TO A THIRD PARTY'S RIGHT TO PRIVACY OR PUBLICITY; f. ANY ACTIVITIES CARRIED OUT UNDER THE AFFILIATES USERNAME AND PASSWORD; g. ANY ABUSIVE, OFFENSIVE, ILLEGAL MATERIAL, WHICH CAN BE FOUND UNDER THE AFFILIATE-SITE(S) AND ITS FILES, FOLDERS OR DOCUMENTS; h. ANY VIOLATION OF APPLICABLE LAW. 10.2 THE COMPANY AND ALL OF ITS ASSOCIATED COMPANIES, ASSOCIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND PARTNERS 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. 10.3 THE COMPANY AND ITS ASSOCIATED COMPANIES RESERVE THE RIGHT, AT THEIR OWN EXPENSE, TO PARTICIPATE AND DEFEND ANY OF THE ABOVE-MENTIONED CLAIMS SHOULD THE NEED ARISE. 11.CONFIDENTIALITY AND CONFIDENTIAL INFORMATION 11.1 DURING THE TERM OF THE AFFILIATE AGREEMENT, THE AFFILIATE MAY FROM TIME TO TIME BE ENTRUSTED WITH CONFIDENTIAL INFORMATION RELATING TO THE COMPANYS (OR ANY OTHER COMPANY WITH THE SAME GROUP OF COMPANIES) BUSINESS, OPERATIONS, OR UNDERLYING TECHNOLOGY AND/OR THE AFFILIATE PROGRAMME (INCLUDING, FOR EXAMPLE, THE COMMISSIONS EARNED BY THE AFFILIATE UNDER THE AFFILIATE PROGRAM).THE AFFILIATE SHALL NOT USE ANY CONFIDENTIAL INFORMATION OF ANY KIND FOR ITS OWN COMMERCIAL OR OTHER PURPOSES, AND MAY NOT SHARE SUCH CONFIDENTIAL INFORMATION WITH ANY PERSON OR WITH ANY THIRD-PARTY, EITHER DIRECTLY OR INDIRECTLY WITHOUT THE PRIOR WRITTEN CONSENT FROM THE COMPANY. THE AFFILIATE WILL NOT USE CONFIDENTIAL INFORMATION FOR ANY PURPOSES OTHER THAN FOR FULFILLING THE OBLIGATIONS OF THIS AGREEMENT. 11.2 THE AFFILIATE COMMITS TO RESPECT PARAGRAPH 10 EVEN ONCE THIS AGREEMENT ENDS OR HAS BEEN TERMINATED. 12. RELATIONSHIP BETWEEN THE PARTIES THE PARTIES ARE INDEPENDENT CONTRACTORS AND NOTHING IN THE AFFILIATE AGREEMENT WILL CREATE ANY PARTNERSHIP, JOINT VENTURE, AGENCY, FRANCHISE, SALES REPRESENTATIVE, OR EMPLOYMENT RELATIONSHIP BETWEEN US. THE AFFILIATE WILL HAVE NO AUTHORITY TO MAKE OR ACCEPT ANY OFFERS OR REPRESENTATIONS ON THE COMPANYS BEHALF. THE AFFILIATE WILL NOT MAKE ANY STATEMENT, WHETHER ON ITS SITE OR OTHERWISE, THAT WOULD CONTRADICT ANYTHING IN THIS AFFILIATE AGREEMENT. 12 MISCELLANEOUS 12.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR DELAY OR FAILURE OF THIS AGREEMENT, ITS OBLIGATIONS AND/OR RESPONSIBILITIES, IF THE DELAY OR FAILURE ARISES FROM A REASON OUT OF OUR REACH (FORCE MAJEURE), INCLUDING LABOR DISPUTES, STRIKES, INDUSTRIAL PROBLEMS, ACTS OF GOD, ACTS OF TERRORISM, NATURAL DISASTERS, FLOODS, LIGHTNING, POWER DISTRIBUTION AND COMMUNICATION NETWORK FAILURE, EARTHQUAKES, OR OTHER ACCIDENTS. IF A SIMILAR SITUATION OCCURS UNEXPECTEDLY, THE PARTY THAT EXPERIENCES THIS WILL BE RELEASED FROM ITS OBLIGATIONS, ON CONDITION THAT THE FORCE MAJEURE CONTINUES FOR A PERIOD EXCEEDING THIRTY (30) DAYS. EITHER PARTY MAY TERMINATE THIS AGREEMENT WITH IMMEDIATE EFFECT BY SENDING A WRITTEN NOTICE TO THE OTHER PARTY. 12.2 NOTHING IN THIS AGREEMENT PROVIDES EITHER PARTY WITH ANY RIGHTS OR INTERESTS OVER ANY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS. FOR PURPOSES OF CLARITY, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO ANY KIND OF LICENSE, ASSIGNMENT, TRANSFER OR ANYTHING ELSE WHICH IS RELATED TO INTELLECTUAL PROPERTY RIGHTS.ALL INTELLECTUAL PROPERTY RIGHTS CREATED AND/OR DERIVING OUT OF THIS AGREEMENT ARE THE SOLE PROPERTY OF THE COMPANY AND/OR THE PROZONES WEBSITES, AND THE AFFILIATE SHALL HAVE ABSOLUTELY NO RIGHTS THEREIN. THE AFFILIATE AGREES TO NOTIFY THE COMPANY IMMEDIATELY IF IT BECOMES AWARE OF THE MISUSE OF THE INTELLECTUAL PROPERTY RIGHTS BY ANY THIRD PARTY. 12.3 ALL NOTICES RELATING TO THIS AGREEMENT SHALL BE SUBMITTED TO THE COMPANY AND DIRECTED TO THE PROZONES WEBSITES AFFILIATE MANAGER UNLESS THE COMPANY INFORMS THE AFFILIATE OTHERWISE. THE COMPANY SUPPLIES ALL THE NOTIFICATIONS TO THE AFFILIATES E-MAIL ADDRESS THAT IT HAD GIVEN THE COMPANY WHILE FILLING THE AFFILIATE APPLICATION FORM. 12.1 THE AFFILIATE SHALL NOT DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF ONE (1) YEAR THEREAFTER RECRUIT OR REQUEST SERVICES FROM EMPLOYEES OR AGENTS OF THE COMPANY OR WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. IN CASE OF BREACH OF THIS OBLIGATION, THE OPERATOR SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT UNILATERALLY FOR SUCH A BREACH. 13. ASSIGNABILITY THE AFFILIATE MAY NOT TRANSFER THIS AGREEMENT OR ANY RIGHTS RELATED TO THIS AGREEMENT TO ANY OTHER PARTY WITHOUT OBTAINING PRIOR WRITTEN CONSENT FROM THE COMPANY. THE COMPANY MAY ASSIGN/TRANSFER THIS AGREEMENT AND ITS RIGHTS TO ANY OF ITS ASSOCIATED COMPANIES OR ANY THIRD-PARTY. THE COMPANY DOES NOT WAIVE ITS RIGHT TO EXERCISE SUCH RIGHT TO ASSIGN/TRANSFER, NOTWITHSTANDING THE EXISTENCE OF ANY LACK OF SUPERVISION OVER THE AFFILIATES ADHERENCE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. 14. CHANGES TO THIS AGREEMENT THE COMPANY RESERVES THE RIGHT TO CHANGE AND/OR MODIFY ALL OR ANY PART OF THIS AGREEMENT AT ANY TIME AND AT ITS SOLE DISCRETION, PROVIDED WRITTEN NOTICE THEREOF IS GIVEN BY EMAIL TO AFFILIATES REGISTERED EMAIL ADDRESS, AND WILL BE DEEMED TO BE SERVED IMMEDIATELY WHEN SENT BY THE COMPANY. IF THE AFFILIATE DOES NOT AGREE TO SUCH CHANGES, THE AFFILIATE MAY TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. HOWEVER, SHOULD THE AFFILIATE CONTINUE TO PARTICIPATE IN THE AFFILIATE PROGRAM AFTER THE COMPANY HAS MADE THE CHANGES/MODIFICATIONS, THIS WILL CONSTITUTE BINDING ACCEPTANCE OF SUCH CHANGES/MODIFICATIONS. 15. SEVERABILITY IF ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL BE FOUND BY ANY AUTHORITY TO BE INVALID OR UNENFORCEABLE, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE OTHER PROVISIONS OF THIS AGREEMENT WHICH SHALL REMAIN IN FULL FORCE AND EFFECT. 16. GOVERNING LAW THE VALIDITY, CONSTRUCTION AND PERFORMANCE OF THE AFFILIATE AGREEMENT AND ANY CLAIM, DISPUTE OR MATTER ARISING UNDER OR IN CONNECTION WITH THE AFFILIATE AGREEMENT OR ITS ENFORCEABILITY SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF MALTA. EACH PARTY IRREVOCABLY SUBMITS TO THE MALTA ARBITRATION CENTRE, MALTA, OVER ANY CLAIM, DISPUTE OR MATTER UNDER OR IN CONNECTION WITH THE AFFILIATE AGREEMENT AND/OR ITS ENFORCEABILITY. 17. AFFILIATE COMMISSIONS 17.1 CASINO COMMISSION: NET REVENUE/MONTH AFFILIATE NET COMMISSION % 0-5 000: 25% 5 001-15 000: 30% 15 001-30 000: 35% 30 001-50 000: 40% 50 001-UNLIMITED: 50% 17.2 BETTING COMMISSION: NET REVENUE/MONTH EUROS AFFILIATE NET COMMISSION % 0-5 000: 20% 5 001-15 000: 30% 15 001-30 000: 35% 30 001-50 000: 40% 50 001-UNLIMITED: 50% THESE TERMS WERE LAST UPDATED ON THE 27/09/2024 [PG1]. |