Terms and Conditions
Last Updated: 1 November 2020 Version: 1.5
This affiliate agreement (the “Agreement”) set out the terms and conditions between Raketech Group Ltd, a company
incorporated and registered under the laws of Malta with number C48831 and having its registered office at Soho
office the Strand Fawwara Building, Triq l – lmsida, Gzira GZR1401, Malta ( the “Company”, “we” or “us”) and you
(the “Affiliate” or “you”), each a Party together the Parties.
By completing and accepting the Affiliate Application Form, you hereby agree to abide by all the terms and
conditions set out in this Agreement. If the Parties have agreed on terms deviating from these Terms and
Conditions in a separate agreement and/or insertion/purchase order(s), such agreements shall have precedence over
these Terms and Conditions.
The following capitalised terms shall have the meaning assigned below:
- ‘Agreement’ means the present Affiliate Application, Terms and Conditions and Privacy
Policy, the Payment Plan and any other rules, guidelines or instructions published on the Company Platform or
otherwise advised to the Affiliate.
- ‘Affiliate’ means the person or entity who submits an application to join the
- ‘Affiliate Program’ means the arrangement through the creation of an account for the
Affiliate on the Company Platform whereby the Affiliate is able to direct traffic towards offers made
available by the Gaming Operators on the Company Platform in exchange for a commission as defined in the
- ‘Affiliate Source’ means one or more of the following:-
- Website/s operated by the Affiliate and which are specifically listed in the Affiliate Application or
subsequently added by mutual agreement between the Parties.
- Social Media Platforms;
- Search Engine Optimisation;
- Pay Per Click programme;
- Media Buying Network which the Affiliate forms part of.
- ‘Charge back’ means when a credit card holder discovers irregular transactions made on
his/her Credit/Debit Card, which was not authorized by him/her. The credit card holder then requests his/her
bank to reverse these charges. Charge backs relate to fraudulent use by a third party of the credit card
holder's card or card number.
- ‘Company’ is defined in the preamble.
- ‘Company Platform’ means the platform operated by the Company with domain name
- ‘Confidential Information’ means information disclosed by a Party to this Agreement
(‘disclosing Party’) to the other Party (‘recipient’) in whatever form and of whatever nature which is
confidential in nature or may reasonably be considered to be commercially sensitive provided by it (directly
or indirectly) by any means to the recipient (or to any person authorized by the recipient to receive
Confidential Information on its behalf in accordance with Clause 7(d)) whether before or after the date of
this Agreement relating to the subject of this Agreement or the affairs of the disclosing Party:
- all data or information (whether technical, commercial, financial or of any other type) in any form
acquired under, pursuant to or in connection with this Agreement and any information used in or relating to
the disclosing Party’s (or any Group member’s) business (including information relating to products (bought,
manufactured, produced, distributed or sold), services (bought or supplied), operations, processes,
formulae, methods, plans, strategy, product information, know-how, design rights, trade secrets, market
opportunities, customer lists, commercial relationships, marketing, sales materials and general business
- information relating to the users, customers, suppliers, methods, products, plans, finances, trade secrets
or otherwise to the business or affairs of the disclosing Party (or any Group member); and
- all information acquired by observation by the recipient at the offices of the disclosing Party or other
premises (or any Group member); and
- all analysis, compilations, studies and other documents prepared by the recipient or any of its authorised
persons which contain or otherwise reflect or are generated from the information referred to above.
- Data Protection Act’ means Chapter 586 of the Laws of Malta regulating the processing
of personal data.
- GDPR’ means the General Data Protection Regulation (Regulation 2016/679(EU)).
- ‘Group member’ means any Related Company of the Company or of the Affiliate where the
Affiliate itself is a legal entity.
- ‘Intellectual Property Rights’ means copyright, patents, know-how, trade secrets,
trademarks, service marks, trade names, design rights, registered designs, get-up, database rights, chip
topography rights, mask works, utility models, domain names, rights in trade and business names and all
similar rights and, in each case:
- whether registered or not;
- including any applications to protect or register such rights;
- including all renewals and extensions of such rights or applications;
- whether vested, contingent or future;
- including rights in the nature of unfair competition rights and rights to sue in passing off;
- to which the Party licensing those rights or its licensor are or may be entitled.
- ‘Gaming Operator’ means gaming an operator accepting players and traffic from [specify
jurisdictions accepted] and registered on the Company Platform.
- ‘Links’ means the internet hyperlinks assigned to the Affiliate by the Company linking
the Affiliate Source(s) to the Company Platform.
- ‘Net Revenue’ means the Company’s net profits, that is, the Company’s income after
deducting therefrom all expenses and costs.
- ‘New User’ means any person registered for the first time with the Gaming Operator and
satisfying the following conditions:-
- He/she creates a new player account after having been referred from the Affiliate Source(s);
- He/she makes a first deposit amounting to the minimum deposit as specified in the Gaming Operator’s player
terms and conditions;
- He/she is not the Affiliate, an employee, relative or friend of the Affiliate;
- He/she is not already in the Gaming Operator’s user database.
Provided that, if a person registers with the Gaming Operator after a referral from the Affiliate Source(s) and
such person had previously been registered with the Company and closed his/her account, he/she shall not be deemed
a ‘new user’ if the closure of the account took place less than twelve (12) months prior to the subsequent
- ‘Parties’ means the Company and the Affiliate and each one shall be ‘a Party’.
- ‘Payment Plan’ means either of the payment plans listed in Clause 5 applicable to the
Affiliate as indicated in the Affiliate Application.
following link [https://admin.leadrepublik.com/legal/privacy-policy]
- ‘Related Company’ means any entity holding shares in the Company whether directly or
indirectly or in which the Company holds shares whether indirectly or directly or which is owned (directly or
indirectly) by the same shareholder where ‘ownership’ means holding even at least one share in the entity in
- AFFILIATE REGISTRATION PROCESS
- The Affiliate shall complete and submit the Affiliate Application subject to and in accordance with the
instructions thereon. The information provided by the Affiliate shall be complete and genuine in all material
respects and shall include the website address/es or other details of the Affiliate Source(s).
- The Company shall evaluate the Affiliate Application and shall notify the Affiliate in writing (including
via email) whether the Affiliate Application is accepted or not, and if accepted, the Payment Plan proposed as
well as any additional terms and conditions (if any) which the Company may deem fit to impose.
- Once accepted, and Affiliate account shall be created on the Company Platform allowing the Affiliate to log
on to the system.
- The Company reserves the right to refuse any Affiliate registration in its sole and absolute discretion. In
particular (but without prejudice to the generality of the foregoing) the Company reserves the right to refuse
an Affiliate registration if the Affiliate advertises with Internet Protocol (IP) addresses located in or
originating from within the geographical jurisdiction of the [Specify jurisdictions].
- If the Company accepts the Affiliate, it shall provide the Affiliate with all relevant information (as
further detailed in Clause 3 below) required for the Affiliate to perform its obligations in terms of this
- Once the Affiliate has been accepted, the Affiliate shall divert all traffic from the Affiliate Source(s) to
the Gaming Operator through the Company Platform. The Company shall have access to the traffic data in
anonymous form for the purpose of monitoring the Company Platform and calculating payments due to the
Affiliate, where applicable.
- The Affiliate recognises and agrees that, once registered the New User becomes the Gaming Operator’s
customer and the Gaming Operator assumes ownership thereof. The Company merely acts as an agent referring
traffic from the Affiliate to the Gaming Operator and the Affiliate as well as the New User must accept all
the Gaming Operator’s rules, policies and operating procedures applicable thereto.
- The Affiliate is aware that a Gaming Operator may refuse the registration of any New Users, suspend or close
their accounts if deemed necessary. This will be at the Gaming Operator’s sole and absolute discretion in
order to comply with any requirements it considers mandatory.
- COMPANY’S RIGHTS & OBLIGATIONS
- The Company reserves the right to refuse an Affiliate Application or to terminate an Affiliate account in
its absolute discretion.
- The Company shall provide the Affiliate with all required information and marketing material necessary for
the promotion of the Gaming Operator’s Website on the Affiliate Source(s), as well as for the implementation
of the tracking Links/s thereon.
- The Company shall not be responsible for the content and presentation of any material specifically provided
to the Affiliate by the Gaming Operator. The Affiliate shall remain responsible for the manner in which the
material provided to it by the Company or by the Gaming Operator is presented on the Affiliate Source(s) or is
generally distributed (or any other medium to be used by the Affiliate for the purposes of this Agreement) and
for the suitability and compliance thereof with all applicable laws, rules and regulations and in strict
adherence to the Gaming Operator’s affiliate program terms and conditions.
- The Company may monitor the Affiliate Source(s) in order to ensure the Affiliate’s compliance with the terms
and conditions of this Agreement and the Affiliate shall provide the Company with all data reasonably
requested in order to perform such monitoring.
- The Company shall administer the turnover generated via the tracking Links, record the net revenues and the
total commission payable to the Affiliate through a unique tracking identification code assigned to all New
- The Company shall pay the Affiliate the payment due thereto as calculated pursuant to Clause 5 of this
Agreement, subject to the terms of this Agreement.
- The Company shall provide the Affiliate with a [daily/weekly/monthly] report showing the volume of traffic
generated by the Affiliate on the Company Platform.
- The Company reserves the right, in its absolute discretion, to request any information from the Affiliate
for due diligence purposes as deemed necessary for the purposes of this Agreement including information in
relation to its compliance procedures and applicable regulations in the jurisdictions in which it operates.
The Affiliate shall comply and cooperate with the Company in the event that such a request is made.
- The Company reserves the right to request the Affiliate to remove any and all marketing material within
24hours of written notice.
- AFFILIATES’ RIGHTS & OBLIGATIONS
- By completing and submitting the Affiliate Application in accordance with Clause 2, the Affiliate accepts,
and agrees to abide by all the terms and conditions of this Agreement.
- The Affiliate hereby represents and warrants that:-
- It has, and will retain through the terms of this Agreement, title and authority to enter into this
Agreement, to grant the rights and perform all its obligations in this Agreement.
- It has obtained and will maintain in force all necessary registrations, authorisations consents and
licenses as and where necessary to fulfil its obligations under this Agreement;
- It fully understands and accepts the terms and conditions of this Agreement.
- In particular, the Affiliate hereby expressly undertakes:
- to advertise, market and promote the Company’s Platform featuring the Gaming Operators’ website to
potential users, by providing Links and disseminating marketing material received from the Company or from
the Gaming Operator on the Affiliates Website(s), or via other marketing channels as may be approved in
writing by the Company. The Links shall be prominently displayed on or otherwise integrated in the Affiliate
Source(s) in accordance with what is agreed between the Company and the Affiliate.
- to use its professional skills and expertise to actively and effectively advertise, market and promote the
Company Platform and the Gaming Operators’ website as widely as possible, and in a manner which reflects
industry affiliate best practice, in order to maximize the benefit to the parties whilst abiding by the
present Agreement as well as the marketing guidelines and any further rules, regulations or guidelines which
may be notified to the Affiliate or published online as may be applicable to the Gaming Operator.
- to only use marketing material as shall be provided to the Affiliate by the Company or by the Gaming
Operator for the purposes of the advertisement, marketing and promotion of the Company Platform and the
Gaming Operators’ website. The Links and/or the marketing material shall not be amended or altered without
the prior written consent of the Company.
- to market and refer potential players to the Company Platform entirely at its own cost and expense. The
Affiliate will be solely responsible for the distribution and manner of its marketing activities. All of the
Affiliate’s marketing activities must be professional, proper and lawful and conducted in accordance with
applicable laws and all local conduct of business requirements.
- to use only a tracking link provided to the Affiliate within the scope of the Affiliate Program. In
default of this, no warranty whatsoever can be assumed for proper registration and sales accounting.
- to be generally responsible for the development, the operation, and the maintenance of its own Affiliate
Source(s) as well as for all material appearing on its own websites.
- not to send any material via direct marketing means to users whom the Affiliate knows or should reasonably
know to be self-excluded with the Gaming Operators.
- to, at all times, abide by all the relevant advertising and/or marketing rules, legislation and guidelines
issued by the competent authority/ies of the country in which the Affiliate intends to advertise, market and
promote the Company Platform, as well as the country in which the Company is registered.
- The Company reserves the right to request the Affiliate to immediately remove any promotional material which
may be brought to its attention and which it deems, in its sole absolute discretion, to be in breach of any
relevant advertising and/or marketing rules.
- The Affiliate further agrees:
- that it will not perform any act which is libellous, discriminatory, obscene, immoral, unlawful or
otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent
material. The Affiliate shall not advertise (or cause to be advertised) the Company Platform on any sites
which may, in any manner, be considered to be obscene, immoral, unsuitable, aimed at minors or are otherwise
black-listed. The Affiliate shall ensure that it is aware of the location of each of such advertisements.
- The Company reserves the right to periodically request a list of all locations used by the Affiliate to
promote the Company Platform to ensure continued compliance. Accordingly, the Affiliate can only advertise
the Company Platform on websites and through media accounts and channels that have been disclosed to and
approved in advance by the Company.
- that it will not allow the targeting of any jurisdiction where gambling and/or the promotion thereof is
unlawful and/or illegal.
- that it will not generate traffic to the Company Platform by unlawful, illegal or fraudulent means,
particularly, but not limited to, by:
that the Affiliate Source(s) and any other medium which may be used by the Affiliate to advertise, market
and promote the Company Platform in terms of this Agreement shall at all times uphold the standards of best
practice by including, without limitation, the promotion of responsible gambling and containing ‘18+’ (or
any other higher age restrictions that may apply to different jurisdictions) and responsible gambling
warning messages and logos and links to the sites of agencies/organisations that help vulnerable customers
on any pages/sites/media that links the potential customer to the Company’s Website.
that it will not present its own websites in any way that might evoke any risk of confusion with the
Company Platform or that of any Related Company or that of any Gaming Operator and/or convey the impression
that the Affiliate Source(s) are partly or fully originated from the Company or from any Related Company or
from a Gaming Operator.
with the exception of the marketing materials as may be forwarded by the Company and/or made available
online through the website [LINK], the Affiliate may not use the Intellectual Property Rights that are
vested in the Company and/or ultimately owned by any Related Company unless the Company or such Related
Company expressly consents to such use in writing.
that it will not purchase, attempt to register, or register keywords, search terms or other identifiers
for use in any search engine, portal, sponsored advertising service or other search or referral service
which are identical or similar to any of the Company Platform, the Company’s or Related Companies’ trademarks,
trade names or otherwise, including the words [NAME], or variations thereof held by or operated by such
that it will not use any of the Company Platform trademarks, trade names or otherwise include the terms
[NAME], or variations that are confusingly similar, in affiliate URLs. Brand names may not be used in a
derivative URL or subdomain.
The Affiliate acknowledges and agrees that the New User(s) shall be registered with and the customer
database shall belong to the Gaming Operator and warrants and represents that throughout the term of this
Agreement and following termination it shall not have access to the customer database nor to a database of New
Users and shall refrain from attempting to or contacting any New User in relation to any matter without the
prior written approval of the Gaming Operator.
The Affiliate further warrants and represents that it shall at all times comply with its obligations under
the GDPR. The Affiliate further acknowledges that the Company shall not have access to New Users’ personal
data as such cannot be held responsible for any breach in respect thereof.
The Affiliate shall be entitled to receive a commission in respect of all New Users forwarded to the Gaming
Operators through the Company Platform which commission shall be calculated and be payable on the basis of the
Payment Plan specified by the Company in the Affiliate Application and as detailed in Clause 5.
- Sending spam. This includes all formats of spam, including but not limited to emails and/or SMS that
meet any one of the following criteria: are unsolicited and sent to a large number of addressees, contain
false or misleading statements, does not honestly identify the source of the originating email address,
does not contain an online and real time ‘Remove’ option or causes software download, installation or
similar action with addressee consent.
- Registering as a player or making deposits directly or indirectly to any player account through his
tracker(s) for his/her/its own personal use and/or the use of its relatives, friends, employees or other
third parties, or in any other way attempt to artificially increase the amounts payable, or to otherwise
defraud the Company.
- Popups, popunders and cookie dropping. This includes but is not limited to popups, popunders and
dropping customer cookies. The Affiliate shall seek the Company’s prior approval for any pop ads
INTELLECTUAL PROPERTY RIGHTS
- The Payment Plan which shall apply to the Affiliate shall be either of the plans detailed in this Clause 5.
(or a hybrid thereof) as shall be agreed to in writing by the Parties on a case-by-case basis.
- Revenue Share Plan: The Affiliate shall receive a percentage of the Company’s Net Revenue by way of
Commission. The applicable percentage shall be that specified in the Affiliate Application
- The Revenue Share commission is calculated in the beginning of each month and shall be calculated on the
previous month. The Company shall endeavour to effect payment of the commission due in terms of this payment
plan by the fourteenth day of each calendar month, provided that the amount due exceeds €100 (minimum
threshold). If the balance due is less than the minimum threshold, it shall be carried over to the following
calendar month and shall be payable when the accrued balance exceeds the stipulated minimum threshold.
- For the sake of clarity, it is expressly stated that, should the Net Revenue generated from the New Users
introduced by the Affiliate in any given month fall below zero (“Negative Net Revenue”), such negative
balance shall not be carried over to the following month for the purposes of the calculation of the Net
Revenue and commission for that same month.
- All Revenue Share commissions will mirror the Gaming Operator’s own Terms and Conditions with regards to
negative carry over and life-time revenue share earnings for referred players
- Pay per New User Payment Plan - the Affiliate shall receive a commission calculated on the volume of New
User traffic generated by the Affiliate from the Affiliate Source(s) through the Company Platform to the
Gaming Operators registering with the Gaming Operators at the rate per New User specified in the Affiliate
Application. Provided that for the purpose of this Payment Plan, the number of New Users registered with each
of the Gaming Operators during a particular month shall be derived from the Company’s own reporting tools.
- Upfront Payment Plan – the Affiliate shall receive a lump sum commission per month to cover all New User
registrations during that particular amount. The lump sum commission shall be in the amount indicated in the
- The payment of the lump sum commission shall be subject to the minimum number of New User Registrations
specified in the Affiliate Application;
- The Affiliate accepts and understands that no further payments, fees and/or commissions beyond lump sum
commission shall be due to the Affiliate.
- The Affiliate understands that the Payment Plan that shall be applicable shall be as identified by the
Company in the Affiliate Application. The particular terms pertaining to either the Revenue Share Plan, the
Pay per New User Plan or the Upfront Payment Plan as listed in this Clause 5 shall be applicable depending on
the plan so identified.
- The Company shall issue a self-billed invoice on the Affiliate’s behalf at the end of each month which shall
include the commission due to the Affiliate for the past month. The Affiliate shall have twenty-four hours
(24) within which to contest the contents of the invoice. If the Affiliate does not contest the invoice within
the established time-frame, the Company shall consider such as a tacit approval of the invoice by the
Affiliate and proceed to effect payment in accordance with the provisions of this Agreement. Furthermore, in
view of the agreed procedure herein, any documentation referring to commissions due which are issued by the
Affiliate shall not be binding and shall not be considered to constitute an invoice.
- Payment shall be made by the Company within fifteen (15) days from the date of the invoice.
- The Affiliate's acceptance of the payment shall be deemed to constitute the full and final settlement of the
balance due for the relevant period.
- The Company may delay payment of any balance to the Affiliate for up to one hundred and eighty (180) days,
while it investigates and verifies that the relevant transactions comply with the provisions of the terms.
- It is expressly agreed that no payment shall be due when the traffic generated is illegal or contravenes any
provision of this Agreement.
- The Affiliate agrees to return all payment received based on fraudulent or falsified transactions, plus all
costs for legal causes or actions that may be brought against the Affiliate to the fullest extent of the law.
- The Affiliate shall be exclusively responsible for the payment of 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 by the Affiliate as a result of the revenue generated under this Agreement. The Company shall
in no manner whatsoever be held liable for any amounts unpaid but found to be due by the Affiliate and the
Affiliate hereby indemnifies the Company in that regard.
- For the sake of clarity, the Parties specifically agree that upon termination of this Agreement by either
party, the Affiliate shall no longer be entitled to receive any payment whatsoever from the Company, provided
that payments already due (earned and unpaid commissions) shall be paid out. And no life-time revenue share
deals shall survive if the Agreement is terminated according to clause 10. c-d.
- The Company reserves the right to change the Payment Plan upon giving written notice to this effect to the
- Nothing contained in this Agreement will grant the Affiliate any right, title or interest in the
Intellectual Property Rights of the Company or of any Related Company. At no time during or after the term
will the Affiliate allure, attempt, challenge, assist or allow others to challenge or to register or to
attempt to register the marks of the Company or of any Related Company. Provided also that the Affiliate shall
not register nor attempt to register any mark or website domain which is identical or similar to any mark
which belongs to the Company or to any Related Company.
- All Intellectual Property Rights created and/or deriving from this Agreement, (including, but without
limitation, advertising materials, databases and personal data) shall be and become the sole property of the
Company without any rights to the Affiliate.
- Throughout the term of the Agreement and following its termination for whatsoever cause or reason, neither
Party shall attempt, challenge, assist or allow others to challenge or to register or attempt to register the
Intellectual Property Rights or any rights similar to the Intellectual Property Rights of the other Party or
of any group companies of the other Party.
- The Parties acknowledge that the Confidential Information is of significant commercial value and importance
to the disclosing Party and is being disclosed in confidence solely for the purpose of this Agreement.
- Each recipient of Confidential Information undertakes to the disclosing Party that it will, and will procure
that any person authorised by it to receive Confidential Information shall:-
- keep the Confidential Information secret and confidential;
- not Use the Confidential Information in any way except to the extent reasonably necessary for the purpose
of this Agreement;
- not disclose the Confidential Information or any part of it to any person other than in accordance with
this Clause 7(d);
- not Use or benefit from any Confidential Information received by it so as to procure any commercial
advantage over the disclosing Party;
- The obligation to keep the Confidential Information confidential in accordance with this Agreement shall
survive and subsist (notwithstanding the prior termination or expiry of this Agreement or service of any
notice by either Party).
- Authorised disclosures: A recipient may disclose some or all of the Confidential Information received by it
to any person authorised by it to receive such Confidential Information, provided that such disclosure is made
only to such persons and to the extent reasonably necessary for the purpose of this Agreement and is made
under no less strict obligations of confidentiality than those set out in this Agreement. Each recipient
undertakes to procure that any such person authorised by it to receive Confidential Information will comply
with the confidentiality obligations set out above as if such person were a party to this this Agreement.
- Excluded information: The obligations under this Clause 7 shall not apply to, and the term Confidential
Information does not include any information with the recipient can prove:-
- was known to the recipient, otherwise than under any obligation of confidentiality, prior to its
disclosure by the disclosing Party;
- was developed by any employee of the recipient who has not had any direct or indirect access to or
knowledge of the Confidential Information;
- was disclosed to the recipient without any obligation of confidence by a third party who has not derived
it directly or indirectly in breach of an obligation of confidentiality owed to the disclosing Party;
- was at the time of disclosure by the disclosing Party, or subsequently becomes, published, accessible to
the public or otherwise in the public domain, other than through any breach by the recipient or any person
authorised to received Confidential Information under Clause 8(d) above or of any other obligation of
- has been agreed by the Parties in writing as being excluded from Confidential Information.
- A Recipient shall not be in breach of its obligations under this Clause 7 if and to the extent that
Confidential Information received by it may be required by law; or the rules of any court or other body of
competent jurisdiction; or any governmental or regulatory body to be disclosed provided in each case the
recipient, to the extent practicable and permitted, immediately notifies the disclosing Party in writing of
any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure.
If the recipient is unable to notify the disclosing Party before such disclosure is required it will, if
permitted, notify the disclosing Party immediately after the disclosure has been made. The recipient will use
all reasonable endeavours to resist any requirement for disclosure (and to assist the disclosing Party in
resisting the requirement for disclosure) and to maintain the confidentiality of the Confidential Information.
LIABILITY & INDEMNIFICATION
- The Parties hereby declare and agree that each shall be responsible to comply with the GDPR and the Data
Protection Act when processing personal data.
- The Affiliate shall be responsible to and shall inform any users that tracking technology will be installed
on the users’ device when the user clicks on the Links and provide the user with an option to reject such
- Each Party notifies the other that personal data (as defined by the GDPR) pertaining to the other or to the
other Party’s employees (if any) may be collected and shall be utilised solely in the context of, and as is
necessary, for the performance of this Agreement or in the pursuance of any legal obligation or legitimate
TERM & TERMINATION
- The Affiliate expressly acknowledges and agrees that the use of the internet and the Affiliate Program is at
the Affiliate’s own risk. The Company makes no guarantee in relation to the accessibility of the Company
Platform at any particular time or any particular location. The Company shall in no event be liable to the
Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole
or in part by failures, delays or interruptions of, the Company Platform or the Affiliate Program.
- The Company shall not be liable (in contract, tort, for breach of statutory duty or in any other way) for
(i) any economic losses, including but without limitation, loss of profits, revenues, business, contracts or
anticipated savings of the Affiliate (ii) any indirect or consequential losses of the Affiliate; or (iii) any
loss of goodwill or reputation of the Affiliate.
- The Affiliate agrees to defend, indemnify and hold the Company as well as any Related Company, their
successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and
against any and all claims, fines and liabilities, including reasonable legal and expert fees, related to or
- i. any breach of Affiliate’s representations, warranties or obligations under this Agreement;
- ii. Affiliate’s use (or misuse) of the marketing material and the Company or any Related Company’s
Intellectual Property Rights;
- iii. any breach of the Affiliate’s obligations under the GDPR or under the Data Protection Act.
APPLICABLE LAW & JURISDICTION
- This Agreement shall enter into force and be binding on the Affiliate once the Affiliate Application has
been submitted in accordance with Clause 2 but shall not be binding or enter into effect in relation to the
Company until the Company approves the Affiliate Application under Clause 2.
- This Agreement may be terminated by either party by giving a thirty (30) day advance written notification to
the other party. Written notification may be given by an email.
- The Company may, however, terminate the Agreement with immediate effect in the event that the Affiliate is
in default of its obligations under this Agreement or is otherwise in breach of the representations and
warranties provided herein. In this case, no notice period shall be applicable and the Agreement shall be
considered terminated as of the date on which the Company notifies the Affiliate of its decision to terminate
the Agreement on the strength of this Clause 10(c). In this event, the Parties agree that the Company may take
any action it deems appropriate, including the withholding of any unpaid commissions as of the date of
termination as security for any perceived/anticipated/contingent liabilities or claims that may arise against
the Company due to the breach or activities of the Affiliate.
- The Company further reserves the right to terminate this Agreement with immediate effect if it determines
that the Affiliate Source(s) or any one of them is unsuitable. Unsuitable sites may include those that:
promote sexually explicit materials, are targeted towards children or minors, promote violence, promote
discrimination based on race, sex, religion, nationality, disability, sexual orientation, promote illegal
activities, or violate Intellectual Property Rights.
- The Parties hereby agree that upon the termination of this Agreement, howsoever occasioned:
- the Affiliate must, within seventy two (72) hours of receipt of the abovementioned notification, remove
all references to the Company or any Related Company and/or its/their brands and/or the Company Platform
and/or the Gaming Operator from the Affiliate’s Website(s) and/or other marketing channel and
communications, irrespectively of whether the communications are commercial or non-commercial
- the Affiliate will be entitled only to those earned and unpaid amounts in terms of Clause 5 as of the
effective date of termination; however provided, the Company may withhold the Affiliate’s final payment for
a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or
receive commissions or other payments after this date.
- the Affiliate will return to the Company any and all Confidential Information (and all copies and
derivations thereof) in the Affiliate’s possession, custody, and control.
- the Affiliate will release the Company from all obligations and liabilities occurring or arising after the
date of such termination, except with respect to those obligations that by their nature are designed to
survive termination. Termination will not relieve the Affiliate from any liability arising from any breach
of this Agreement, which occurred prior to termination and/or to any liability arising from any breach of
Confidential Information even if the breach arises at any time following the termination of this Agreement.
The Affiliate’s obligation of confidentiality towards the Company shall survive the termination of this
- The Affiliate shall no longer have access to the Affiliate Program and shall surrender in favour of the
Company any records and information in relation to all New User(s) registered with the Company in terms of
- This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual
disputes or claims) is governed by, and interpreted in accordance with, the laws of Malta.
- The Parties irrevocably submit to the exclusive jurisdiction of the courts of law in Malta to settle any
disputes or claims which may arise out of or in connection with this Agreement including non-contractual
disputes or claims.
- For the sake of clarity, it is expressly stated that all annexes found hereunder, as well as any further
annexes added from time to time, and the obligations contained therein, shall form an integral part of this
- The Company reserves the right to, at any time and at its sole discretion, amend, alter, delete or add any
of the provisions of this Agreement. In such cases, a written notice of the amendments will be sent to the
Affiliate’s registered email address and such notice will be deemed to be served once sent by the Company. The
Affiliate’s continuing participation in the Affiliate Program after any amendments or modifications have been
made public will be deemed as the Affiliate’s acceptance of the new terms and conditions.
- The Affiliate shall not assign this Agreement, by operation of law or otherwise, without the Company’s prior
written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and
enforceable against the Parties Affiliate and their respective successors and assigns.
- The Company’s failure to enforce strict performance of any provision of this Agreement will not constitute a
waiver of the Company’s right to subsequently enforce such provision or any other provision of this Agreement.
NO MODIFICATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT ARE PERMITTED OR WILL BE
RECOGNIZED BY THE COMPANY. None of the Company’s employees, officers or agents may verbally alter, modify or
waive any provision of this Agreement.
- The Company’s rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or
more of the provisions of this Agreement shall not preclude the exercise of any other provision. The Affiliate
acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this
Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the
respective rights and obligations of the Parties may be enforceable by specific performance, injunction, or
other equitable remedy. Nothing contained in this Agreement will limit or affect any of the Company’s rights
at law, or otherwise, for a breach or threatened breach of any provision of this agreement, it being the
intent of this provision to make clear that the Company’s respective rights and obligations shall be
enforceable in equity as well as at law or otherwise.
- Whenever possible, each provision of this agreement will be interpreted in such a manner as to be effective
and valid under applicable law, however; if any provisions of this Agreement are 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 this 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.
- The Parties are independent contractors, and nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative, or employment relationship between the Parties. The
Affiliate will have no authority to make or accept any offers or representations on the Company’s behalf. The
Affiliate will not make any statement, whether on the Affiliate Source(s) site or otherwise, to contradict
anything in this paragraph or be reasonably deemed to contradict this paragraph.
- The Company makes no express or implied warranties or representations with respect to the commission payment
arrangements (including, without limitation, their functionality, warranties of fitness, merchantability,
legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or
trade usage). In addition, the Company makes no representation that the operation of our site will be
uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.
- In case of any discrepancy between the meanings of the English version of this Agreement and any non-English
translation of this Agreement, the English version shall prevail.
- Any notice given or made under this Agreement to the Company shall be sent by email to and marked for the
attention of the Affiliate Manager of the Company Platform unless otherwise notified by the Company. The
Company shall send all notices by email to the email address supplied by the Affiliate in the Affiliate
- The Company and the Affiliate will work in close cooperation at all times for the mutual benefit of making
the Affiliate Program a successful collaboration.
- Neither Party shall be liable to the other for any delay or failure to perform its obligations under this
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 this Agreement with immediate effect by providing a written notice.