Play North's affiliate program's (Honeygameaffiliates) terms  & conditions (version 3)
30/12/2021

1. Definitions and interpretations

Account Representative means the details of the person who shall act as the account representative and contact person for the Affiliate.

Affiliate means the legal person (the Affiliate Company) who applies to participate in the Affiliate Program to provide the Services to the Company.

Agreement means this Terms and Conditions binding the Affiliate and the Company.

Affiliate Application Process means the signing up process to the Affiliate Program that includes the filling in and signing of the Affiliate Signup Form, the provision of the Due Diligence Documentation, the acceptance of the Agreement and the approval of the Company in writing.

Affiliate Payments means monthly payments owed to the Affiliate in relation to the marketing Services provided to the Company.

Affiliate Program means the collaboration between the Company and the Affiliate, whereby the Affiliate promotes the Company’s Brands and thereby is paid a commission as defined under the Agreement. The Program includes i) the Terms and Conditions ii) the Affiliate Signup Form.

Affiliate Signup Form means the signup form in which personal information is collected from the Affiliate and the declaration signed.

Affiliate Website/s mean the website/s that the Affiliate have included in Section 3 of the Affiliate Signup Form and have subsequently been approved by the Company in writing.

Applicable Laws

means the laws that the Company or any of the third party that it is contracting with is obligated to follow whilst providing Services and consist of the following:

Applicable Laws in Malta mean all laws of Malta which pertain to online gaming, to the extent relevant to marketing and advertising but not limited to the Gaming Act, Gaming Commercial Communication Regulations, Gaming Player Protection Regulations, Consumer Affairs Act, Electronic Communications Act, GDPR, Prevention of Money Laundering and Funding of Terrorism Regulations.

Applicable Laws in the Netherlands mean all laws of the Netherlands, which pertain to the offering of the games of chance, to the extent relevant to marketing and advertising, including but not limited to Betting and Gambling Act (Wet op de Kansspelen), Remote Gambling Decree (Besluit kansspelen op afstand) the Media Act (Mediawet), the Unfair Commercial Practices Act (Wet oneerlijke handelspraktijken), GDPR (AVG), Telecom Act (Telecomwet), Decree and Regulation on the Acquisition, Advertising and Addiction Prevention of Games of Chance (Besluit en regeling werving, reclame en verslavingspreventie kansspelen), Guide to the Advertising of Games of Chance (Leidraad reclame voor kansspelen), Duty of Care Directive (Leidraad Zorgplicht), the Advertising Code for Games of Chance (Reclamecode voor de Kansspelen), the Dutch Advertising Code (Nederlandse Reclame Code), the Advertising Code for Social Media (branded content) (Reclamecode social media), the Code of Conduct for Games of Chance (Gedragscode voor kansspelen).

Applicable Laws in Estonia mean all laws of Estonia, which pertain to online gaming, to the extent relevant to advertising but not limited to the Gambling Act (Hasartmänguseadus)and the Advertising Act (Reklaamiseadus).

Brands mean the websites via which the Company is licensed to operate under in the relative markets and consist of:

The MGA Brands:

1. www.pikakasino.com

2. www.rocketcasino.com

The KSA Brand:

www.bataviacasino.nl

The Estonian Brand

www.kiirkasiino.ee

Commission means the percentage of the Net Gaming Revenue paid as set out in the Commission Plans expressly agreed between the Company and the Affiliate.

Commission Plans mean the plans available as to which the Affiliate will be paid.

Company means Play North Ltd and Play North OU:

Play North Ltd, is a company registered under the laws of Malta under the company registration number C86563, having its registered address at No 7. Triq San Trofimu, Sliema, Malta and is licensed and regulated by:

1. The Malta Gaming Authority (MGA), holding licence number MGA/B2C/775/2019, issued on 29/04/2020, to offer type 1 Gaming Services (the “MGA Licence”);

and

2. The Kansspelautoriteit (KSA)/ The Netherlands Gambling Authority, holding licence number 1653/01.24 7.167 (the “KSA Licence”), issued on 29/10/2021, to offer Games of Chance.

Play North OU, is a company registered under the laws of Estonia under the company registration number 12767675, having its registered address at Harju maakond, Tallinn, Kesklinna linnaosa, Narva mnt 7d-A-korpus, 6, Korrus, Estonia and is licensed and regulated by:

Maksu- Ja Tolliamet/ The Tax and Customs Board of Estonia, holding operating licence number HKT000042, gambling operating permit HKL000295 (“the Estonian Licence”) issued on 30/11/2018 for organising games of chance.

Confidential Information means information relating but not limited to the business, know-how, designs, market opportunities, transactions, operations, customer affairs, products, services or underlying technology of the Company and/or the Affiliate Program (including referral fees earned by the Affiliate under the Program and this Terms and conditions in whatever medium.

Due Diligence Documentation means the statutory and personal documentation requested from the Affiliate.

End- User/s mean as applicable, the registered customers of the Company.

Referral End-User/s mean as applicable, the registered customers of the Company via the Affiliate Website/s.

Material/s mean the marketing material provided by the Company to the Affiliate and includes but is not limited to text links, sub-affiliate links, banners and logos containing the Brand that is supplied through the Company’s websites, for the Affiliate to make use of to conduct its Services.

Minors, underage persons mean persons below the age of 18 for the jurisdictions targeted under the KSA and the MGA licence and persons below the age of 21 for the jurisdiction of Estonia.

Net Gaming Revenue (NGR) Means Referral End Users’ bets less any winnings, bonuses (complimentary money, free money and other incentives), jackpot contribution, jurisdictional gaming duties, taxes and administration (including game providers and financial transactions) fees.

Parties mean the Company and the Affiliate.

Services means the marketing services that the Affiliates engage in for the purposes of promoting any of the Brands of the Company.

Vulnerable persons mean minors or persons demonstrating an affinity for high-risk gaming behaviour, persons with an intellectual disability or young adults (persons between the ages of 18-24) or persons that are currently suffering from gambling addiction or persons that have a history of gambling addiction.

2. Purpose & Scope

2.1. This Agreement sets out the terms and conditions between the Company, and the Affiliate who has applied for the Affiliate Program.

2.2. The purpose of this Agreement is to reward enrolled Affiliates for promoting the Brands and for directing potential end-users to the Company’s Brands in accordance with the Applicable laws and to regulate the Parties’ obligations.

2.3. The Affiliate may be promoting either one or multiple Brands of the Company. Whilst the Clause 4 of this Agreement is applicable for the promotion of all the Brands, the Affiliate is further obliged to abide by Clauses 5, 6 or 7 or all, depending on which Brand it has been approved to promote by the Company.

3. Effectiveness

3.1. By completing the Affiliate Application and ticking the “I agree to the terms and conditions” tickbox and signing the Affiliate Signup Form, the Affiliate is agreeing with this Agreement which shall only become effective when the Affiliate Application is accepted by the Company in writing.

3.2. For the avoidance of any doubt, the Company reserves the right to refuse any Affiliate Applications to enroll in the Affiliate Program or request further documentation or information to reprocess the Affiliate Application. Once a decision is reached by the Company, this is deemed to be final and is not open for appeals from the Affiliates.

3.3. Upon acceptance of the Agreement, the Affiliate understands that the Company may at any time (directly or indirectly) solicit potential customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to the Affiliate Websites or that compete with the Affiliate Websites

3. Effectiveness

3.1. By completing the Affiliate Application and ticking the “I agree to the terms and conditions” tickbox and signing the Affiliate Signup Form, the Affiliate is agreeing with this Agreement which shall only become effective when the Affiliate Application is accepted by the Company in writing.

3.2. For the avoidance of any doubt, the Company reserves the right to refuse any Affiliate Applications to enroll in the Affiliate Program or request further documentation or information to reprocess the Affiliate Application. Once a decision is reached by the Company, this is deemed to be final and is not open for appeals from the Affiliates.

3.3. Upon acceptance of the Agreement, the Affiliate understands that the Company may at any time (directly or indirectly) solicit potential customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to the Affiliate Websites or that compete with the Affiliate Websites


4. Affiliate’s Obligations and Responsibilities

4.1. The Affiliate agrees and acknowledges that:

4.1.1. it is only permitted to make use of Materials provided by the Company, for all other content or materials that are not designed by the Company, the Affiliate shall obtain written approval of the Company and shall ensure that it is at all times in compliance with Clause 4.3 of this Agreement;

4.1.2. any presentation of content that is not part of the Material provided to the Affiliate that is deemed to be unsuitable by the Company may result in the termination of this Agreement with immediate effect and for Clause 15 to be invoked by the Company;

4.1.3. where applicable it shall notify to end users that the Company is the licence holder in the relevant jurisdictions;

4.2. The Affiliate hereby warrants and undertakes:

4.2.1. its employees possess the required knowledge of the Applicable laws to the extent relevant to providing the Services including that no person shall be allowed to participate in the games of chance unless at least 18 years of age (21 in the Estonian jurisdiction);

4.2.2. that the information provided to the Company during the Affiliate Application Process and on the Affiliate Signup Form is accurate, complete and that such information shall always be kept up to date by the Affiliate;

4.2.3. to provide the Company with any information reasonably required for this purpose within the framework of the Services and the Agreement;

4.2.4. To comply with any written instructions given by the Company for compliance purposes;

4.2.5. to provide the demographics of the Affiliate Website/s to the Company in a correct manner and keep the Company up to date of any changes that take place;

4.2.6. to only promote the Brands on the Affiliate Websites that have been approved by the Company;

4.2.7. to record and provide the Company with all the advertising/promotion displayed on any of the Affiliate Website/s and present it to the Company quarterly or upon request made by the Company;

4.2.8. to only promote the Brand/s and provide the Services in accordance with the Applicable Laws and shall comply with any written instructions of the Company for compliance purposes at all times;

4.2.9. to not to actively target the Company’s content and its promotion in jurisdictions where gambling and its promotion is illegal, or any other jurisdictions as may be advised by the Company from time to time;

4.2.10. that the Affiliate Websites used to promote the Brands are not:

i) aimed at children;

ii) aimed at vulnerable groups;

ii) promoting violence;

iii) containing any pornographic or narcotic material;

iv) promoting discrimination based on race, sex, religion, nationality, disability, sexual orientation, agism, illegal activities;

v) not infringing any intellectual property rights.

4.2.11. it shall not outsource any of the services and promotions it provides to the Company to any third party without:

i) obtaining written approval from an authorised person in the Company and;

ii) in so far as the Company has given its prior written consent, the Affiliate further warrants to have an agreement in place with the third party containing the same level of protection of this Agreement, including safeguarding confidentiality, non-solicitation and non-competition, data protection, compliance with the Applicable Laws, at least as encompassing as those contained in this Agreement and that such agreement is to be complied with by the third party in question at all times;

the Affiliate agrees and acknowledges to remain fully responsible and liable for any activities by a third party for the Services that fall within the scope of this Agreement and the Company shall reserve the right to exercise any of its rights and legal remedies including those stated under Clause 15.

4.2.12. not to market or promote any of the MGA Brands and the Estonian Brand in the Netherlands including but not limited to:

i) on websites that end with ".nl", or ".be;

ii) websites or other channels which are in Dutch, irrespective of the top-level domain;

iii) websites or other channels which are in English that make specific reference to the Netherlands (such as Top Dutch Online Casinos or Casinos that Accept Dutch Customers or any similar sites or channels, including but not limited to social media channels);

iv) any website or other channel alongside any article which makes reference to the Netherlands, including also the legal situation in the Netherlands;

v) websites or other channels on which the iDeal payment method is referenced;

vi) websites or other channels where there are specific Dutch themes;

vii) websites or other channels that have a name which is typically associated with the Netherlands;

viii) websites or other channels where the audience is typically Dutch;

ix) any channel of an affiliate, if the affiliate itself promotes its brand in the Netherlands such as in bars, on bus stops, on Dutch TV or Dutch radio etc.


4.2.13. not to market or promote any of the Brands in Finland including but not limited to on:

i) websites that end with .fi

ii) websites or other channels which are in Finnish, irrespective of the top-level domain;

iii) websites or other channels which make specific reference to Finland

(such as Top Finnish Online Casinos or Casinos that Accept Finnish Customers or any similar sites or channels, including but not limited to social media channels);

iv)any website or other channel alongside any article which makes reference to Finland;

v)websites or other channels where there are specific Finnish themes;

vi) websites or other channels that have a name which is typically associated with Finland;

vii) websites or other channels where the audience is typically Finnish;

any channel of an affiliate, if the affiliate itself promotes its brand in Finland such as in bars, on bus stops, on Finnish TV or radio etc.

4.3. The Affiliate hereby further agrees and acknowledges that the Affiliate shall not receive any remuneration in whatever kind or form in case of any infringement of Clauses 4.2.12 and 4.2.13 and such default shall be deemed to be material breach of the Agreement and the Company reserves the right to exercise its legal remedies.

4.4. Whilst the Affiliate may only act in accordance with the written instructions and approvals, Affiliate hereby further warrants to comply with the requirements stipulated under:

4.3.1 ‘Clause 5 - MGA Brands Compliance’ when promoting any of the MGA Brands;

4.3.2 ‘Clause 6 - Estonian Brand Compliance’ when promoting the Estonian Brand;

4.3.3 ‘Clause 7 - KSA Brand Compliance’ when promoting the KSA Brand;

in addition to the requirements contained under this Clause 4.


5. MGA Brands Compliance

5.1. All commercial communications carried out by the Affiliate must clearly display:

i) the name of the relevant authorised person: Play North Ltd;

ii) Reference to the entity which issued the relevant authorisation and authorisation reference number: MGA - MGA/B2C/775/2019;

iii) educational responsible gaming messaging and a sign that shows underage gambling is not permissible.

5.2. All commercial communications executed by the Affiliate must be socially responsible, with particular regard to protect minors and vulnerable persons as defined under the Applicable Laws in Malta from harm and exploitation.

5.3. It is imperative that any commercial communication executed by the Affiliate is not targeted to any end-user who has self-excluded or has shown signs or made it known that s/he has developed a gambling problem or any individual who has shown the intention to stop a particular gambling session.


6. Estonian Brand Compliance

6.1. Advertising shall, given ordinary attention, be clearly distinguishable from other information and its content, design and presentation shall ensure that it is recognised as advertising.

6.2. Advertising of gambling shall not contain an incitement to participate in gambling or visit a gaming location or information which may suggest that gambling contributes towards social success.

6.3. Advertising shall contain, in a clearly distinguishable manner, the name of the person placing advertising, the Estonian or European Community trademark thereof which is under registration or has been registered or the domain name thereof.

6.4. Advertising of gambling shall include the textual warning: "Tähelepanu! Tegemist on hasartmängu reklaamiga. Hasartmäng pole sobiv viis rahaliste probleemide lahendamiseks. Tutvuge reeglitega ja käituge vastutustundlikult!" ["Attention! This is advertising of gambling. Gambling is not a suitable means for solving financial problems. Examine the rules and behave responsibly!"]. The warning shall, given ordinary attention, be noticeable, understandable and clearly distinguishable from other information.

6.5. Advertising of games of chance is prohibited except:

i) on the premises where a games of chance is organised;

ii) on board a water craft or aircraft used for international carriage of passengers;

iii) in the building of a passenger terminal of an airport or port which provides international regular services;

iv) in a hotel where gaming premises for games of chance are located;

v) on the website of an organiser of games of chance;

vi) advertising communicated by post, e-mail or phone provided that the client has subscribed to it, it is communicated only to the client's own postal or e-mail address or the telephone number used by the client and the client is able to terminate the communication of advertising at any time by notifying the organiser of the games of chance of one's wish.

6.6. Advertising shall not:

i) be contrary to good morals and customs;

ii) incite to act lawfully or violate prevailing standards of decency, justify offences or degrade lawful behaviour;

iii) incite to behave violently or incite to use violence;

iv) incite to activities harmful to human health or the environment;

v) exhibit technology and equipment in a manner which may contribute to the feeling of safety not corresponding to the reality or cause dangerous behaviour;

vi) incite to activities endangering public order and national security and support or favour such activities;

vii) take advantage of the effect of an accident or emergency situation on a person's capacity to exercise will;

viii) play on people's superstition or take advantage of the credulity of the target group arising from age;

ix) directly or by implication degrade or in some other manner denigrate a person, a person's name, trademark, a geographical indication, activity, area of activity, goods, services or an event;

x) contain denigration or discrimination on the grounds of nationality, race, age, colour, sex, language, origin, religion, political or other beliefs, financial or social status or other circumstances;

xi) provide inaccurate information;

xii) contain directly or by implication a feature which is a well-known feature distinguishing other persons, goods or services from other similar persons, goods or services if advertising of the other persons, goods or services is prohibited at the given time or place or in the given manner;

xiii) contain advertising of other persons, goods or services if advertising of such persons, goods or services is prohibited at the given time or place or in the given manner;

xiv) suggest that the information presented has a scientific basis if it actually has not;

xv) contain the words "keskkonnasõbralik" ["environment-friendly"] or "ökoloogiliselt ohutu" ["ecologically safe"] or other words or expressions with the same meaning if there is no such evidence;

xvi) claim or suggest that the goods or services have special features if such features are characteristic to all similar goods or services of the same type;

xvii) refer to properties of the goods or services which cure, treat, mitigate or prevent diseases, malfunctioning or malformations, except in the cases provided by law;

xviii) ignore the principle of gender equality within the meaning of the Gender Equality Act, degrade one sex or depict one sex as a dominating or subordinate sex;

xiv) depict persons as sexual objects, contain inappropriate nudity, or use expressions or images with a sexual undertone

xx) contain visual or audible presentation of a sexual act.

xi) be misleading as defined under Article 4 of the Advertising Act of Estonia.

6.7. There shall be no direct comparison of a competitor operating in the same sector if such advertising shall:

i) create confusion or likely confusion between the person placing advertising and a competitor thereof or between the trademarks, names, goods or services or material features or conditions of sale of goods and services of the person placing advertising and a competitor thereof;

ii) be based on taking advantage of the reputation of the trademarks, names or other distinguishing marks of a competitor or the designation of origin of the competing goods;

iii) in the case of goods with a designation of origin, relate to goods with a different designation;

iv) present goods or services as replicas or imitations of the goods or services bearing a trade mark which has been granted legal protection in Estonia.


7. KSA Brand Compliance

7.1. The Affiliate hereby warrants that when providing the Services the Affiliate shall not:

i) target minors or vulnerable persons in any manner or form including the use of language which may appear appealing to a younger crowd;

ii) include it its advertising any person younger than the age of 25 or is perceived to be younger than 25;

iii) include it is advertising any persons or role models that has a substantial reach among minors or vulnerable persons;

iv) promote socially irresponsible behaviour;

v) mislead any persons in any manner including by presenting an unrealistic or incorrect picture of the games of chance advertised or suggesting that gambling is a solution to any sort of problem including but not limited to financial, educational, or personal life problems;

vi) suggest that gambling is to take priority over any other commitments such as family, friends or carrier;

vii) suggest that gambling can make a person appear in any way that is superior than others, such as strong, tough, attractive, loved or admired;

viii) abuse any superstitions, cultural belief or traditions;

ix) suggest that gambling is harmless or that it will always or most of the times result in a win which would be misleading as well;

x) suggest that gambling is to be actioned in isolation from society;

xi) trigger an impulsive decision in persons or a sense of urgency or attach conditions or feeling of a “one-off chance” in consumers (such as “today only” or “early bird discount” offers)

xii) create the impression that persons participating in the games of chance can generally exercise a dominant influence on the outcomes of a game of chance offered;

xii) make use of websites that have or is promoting video games, social games or any other types of games that are not games of chance.

7.2. Any Material, communication or content used for the Services in relation to the KSA Brand shall include:

i) “Wat kost gokken jou? Stop op tijd. 18+

ii) and the url of the KSA Brand.


8. Commission Plans

The Company offers 3 Commission Plans; revenue share, cost-per acquisition (CPA) and a hybrid plan, combining the above 2 plans:

8.1. Revenue Share Plan

8.1.1. An Affiliate on the Revenue Share Plan will earn Commissions based on the monthly NGR generated by the Referral End-User(s);

8.1.2. Commissions will be earned for the life of the Referral End-Users, on all transactions that the Referral End-Users undertake at the Company’s Brands, for as long as the Affiliate remains a member of the Affiliate Program.

8.1.3. The Affiliate will begin each month on a zero balance. Should the Affiliate close the month with a positive overall NGR, Commissions will be paid on the positive balance. Should the Affiliate close the month with a negative balance, this balance will not be carried forward to the next month.

8.2. Cost-Per Acquisition (CPA) Plan

8.2.1. An Affiliate on the CPA plan will earn a Commission based on each successful Referral End-User that places a deposit on the Company’s Brands.

8.2.2. The amount earned for each successful referral will be agreed upon by both Parties and will be confirmed in writing.

8.2.3. Commissionable earnings will be earned for the life of the Referral End-User, on all transactions that the Referral End-Users undertake at the Company’s Brands.

8.2.4. The Company reserves the right to move CPA Affiliates into the Revenue Share Plan by giving the Affiliate a minimum of 15 days’ notice. Should the Affiliate not agree with this, the Affiliate may terminate the Agreement.

8.3. Hybrid Plan

The Company also offers a tailormade Hybrid Plan of the 2 Commission Plans explained above.


9. Affiliate Payments

9.1. Affiliate Commissions are affected via bank wire transfers to a bank account of the Affiliate’s choice, subject that the bank account shall be held in the legal person’s name. It is the responsibility of the Affiliate to ensure that the bank account details provided in the Affiliate Signup Form are correct.

9.2. Payments are made to the Affiliate following 10 business days after the close of the preceding month.

9.3. All payments shall be made inclusive of VAT, if applicable. The Affiliate is individually responsible for withholding tax, VAT and social fees where applicable.

9.4. The minimum monthly payment threshold is Eur 100. Payments less than Eur 100 will be carried forward until the Affiliate’s earnings exceed such threshold.

9.5. If the Affiliate disagrees with the balance due as reported by the Company, the Affiliate shall notify the Company within 20 days and state the reason for this disagreement. Failure to notify The Company within the prescribed time shall be deemed to be considered as an irrevocable acknowledgement of the balance due for the period in question.

9.6. The Company reserves the right to withhold payment from any Affiliate that violates any of the Terms and Conditions of this Agreement.


10. Intellectual Property Rights

10.1. For the avoidance of doubt, nothing in this Agreement shall operate to transfer any interest or ownership of intellectual property and the Affiliate shall only use the intellectual property for the sole purpose of providing the Services.

10.2. Upon termination of this Agreement, the Affiliate shall return to the Company all proprietary material or information and destroy in a manner acceptable to the Company all remaining copies of the same. Notwithstanding any disposition contrary to this Agreement, the Affiliate acknowledges that upon such termination – it shall not keep a copy of the Material, Personal Data (as defined in the GDPR) or Confidential Information, and may not exploit, directly or indirectly, the Company proprietary information, Materials or works. On request of the Company the Affiliate will send a confirmation to the Company stating that all proprietary material or information has been deleted or destroyed.


11. Term and Termination

11.1. The term of this Agreement shall begin when the Affiliate application is accepted by the Company and will be continuous unless and until either of the Parties notifies the other in writing via email to [email protected] that it wishes to terminate the Agreement, in which case this Agreement shall be terminated immediately.

11.2. The Company may terminate the Agreement with immediate effect by written notice to the Affiliate if:

i) The Affiliate commits a material breach of its obligations under this Agreement and, in the case of a remediable breach, fails to remedy it within 15 days starting from the date of receipt of the notice;

ii) The Affiliate becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium;

iii) The Affiliate sells its business, or any part herein, and/or registers any change of beneficial ownership;

iv) The Company determines (in our sole discretion) that the Affiliate has engaged in disreputable activities;

v) The Company determines (in our sole discretion) that the Affiliate’s Website or content is unsuitable. Unsuitable sites/content include but are not limited to those websites that are aimed or targeted at persons under the legal age for gambling, and in particular at children and minors and vulnerable persons, promote sexually explicit materials, promote violence, drug use, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age. Websites that promote illegal activities, contain libellous, obscene, unlawful or otherwise unsuitable content or violate intellectual property rights and any of the Compliance Clauses (4-7) stipulated in this Agreement that pertain to the Brand that the Affiliate is providing its Services for;

vi) If the Affiliate has consecutively targeted the wrong market and made no rectifications or efforts to retract such content;

vii) The Company have reasonable grounds, knowledge or suspicion that the Affiliate has engaged in fraudulent, money laundering and/or funding of terrorism activities;

viii) If the Affiliate was or has become a Politically Exposed Person, has been sanctioned or is known to have a criminal record (excluding traffic fines) and

ix) If the Affiliate does not provide the Due Diligence Documentation, code of conduct that may be required from time to time. Such documentation will be requested to ensure that the Company complies with its legal requirements and policies.

11.3. The Affiliate may terminate the Agreement with immediate effect by written notice to the Company if:

i) The Company commits a material breach of its obligations under the Agreement and, in the case of a remediable breach, fails to remedy it within 15 days of the date of the receipt of the notice;

ii) The Company becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.

11.4. Upon termination, the Affiliate hereby agrees;

i) to remove the Company’s content from the Affiliate Website/s and all marketing channels;

ii) to disable any links tagged to the Company’s websites from all marketing channels;

iii) that all rights and licences given to the Affiliate in this Agreement shall immediately terminate;

iv) it will be entitled only to those unpaid commissions, if any, earned by the Affiliate on or prior to the date of termination. Therefore, the Affiliate shall not be entitled to any commissions occurring after the date of termination;

v) the Company may withhold the final payment for a reasonable time to ensure that the correct amount is paid or that the Affiliate has honoured clause (a) and (b) above;

vi) if the Company decides to continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination;

vii) the Affiliate is to return any Confidential Information and all copies of it in their possession, custody and control and will cease all uses of any trade name, trademarks, service marks, logos and other designations of the Company.

viii) both Parties shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination.

ix) Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement which occurred prior to termination.


12. Data Protection

Affiliate is the data controller within the meaning of the General Data Protection Regulation (GDPR) for the collection of personal data in connection with its activities under this Agreement and it undertakes to fully comply with all applicable privacy laws and regulations in its activities under this Agreement, including and local laws pertaining to data protection. The Affiliate shall fully indemnify the Company against all damages and/or costs of whatever nature in this respect.


13. Amendments

The Company may unilaterally amend the provisions of these Terms & Conditions. The Company will inform Affiliate of the changes in a timely manner via its website and applications or by any other appropriate means such as via the e-mail address registered by the Affiliate. The Affiliate only recourse is to terminate the Agreement should it not agree with the amendments.

14. Audit & Incidents

14.1. The Affiliate warrants to provide,, throughout the term of this Agreement and for a period of three (3) calendar years after information and access to its system when the Company requires for the purposes of compliance, and this right shall extend to all the competent regulatory authorities for the purposes of enabling them to perform their legal duties;

14.2. The Company shall be entitled to contact the Affiliate at any time annually and to make reasonable enquiries to check whether:

i) the Affiliate or any third party that it is contracted with continues to act in accordance with the Agreement;

ii) The information provided the Affiliate is still correct and the Due Diligence Documents are up to date;

iii) the Affiliate or any third party that it is contracted with continues to comply with Applicable Laws; and

iv) the risk analysis which the Company has conducted for the purposes of outsourcing its work is still adequate.

Where necessary, the Company may adopt measures based on the findings of this evaluation.

14.3 The Affiliate acknowledges that the Company is obliged to inform the regulatory authorities immediately, yet in any case no later than 72 hours, about any situation that could damage consumer confidence in the Company's offering of the games of chance. To this end, the Affiliate agrees to immediately inform the Company of (a suspicion of) situations that could damage consumer confidence in the Company’s offering of games of chance, this includes but is not limited to directing any content, material to minors, being involved in a fraud incident any other non-compliance with the Applicable Laws.


15. Penalty Clause

Without prejudice to any other legal remedy that the Company may have, if the Company determines that the Affiliate is in breach of either of the Compliance Clauses (5-7) and is providing Services to pertaining Brands or any of the warranties, the Affiliate shall forfeit and immediately payable penalty of € 5,000 that is to be increased by € 1,000 for each calendar day that the breach subsist for.


16. Assignment

The Affiliate shall not, without the Company’s prior written consent, assign at law or in equity (including without limitation by way of a charge or declaration of trust), sublicense or deals related to this Terms & Conditions or any other rights under it, or subcontract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this article shall confer no rights on the purported

assignee.


17. Governing Law and Jurisdiction

This Agreement is construed in accordance with and governed by Maltese law and any disputes arising from

this Agreement will be settled by the competent court of Malta.