Version: 1 20 June 2024

1. DEFINITIONS

"Accounting period" means a time period, allotted for the accumulation and calculation of the Affiliate Profit.

The Accounting Periods are:

- First fifteen (15) working days of each calendar month for the Revenue Share and CPA payment plans; and

- Within the third week of the following calendar month (monthly net 30) for the Hybrid payment plan.

"Agreement" means and includes all the terms and conditions set out in this document, the General Terms and Conditions and any other rules and/or guidelines issued within the Affiliate Program, and appearing on this website.

"Affiliate" means you, a natural person or entity, who registers on this Website and who accepts this Agreement and will promote Operator’s Websites within the Affiliate Program.

"Affiliate Commission" means the percentage of the Net Gaming Revenue as set out in the Affiliate Commission Structure.

"Affiliate Commission Structure" means the commission structure contained under Clause 10.14 below and applicable for Revenue Share Payment Plan or any specific commission structure expressly agreed between Operator and the Affiliate.

"Affiliate Profit" means the income the Affiliate earns within any of the Payment Plans offered by Operator in a given Accounting Period based on the promotion of Operator’s Websites and by Players referred by the Affiliate to Operator’s Websites.

"Affiliate Links" means hyperlinks from the Affiliate Website(s) and/or other resources to the Operator’s Websites.

"Affiliate Program" means the collaboration between Operator and the Affiliate, whereby the Affiliate will create Affiliate Links to and promote the Operator’s Websites to New Players.

"Affiliate Services" means the Affiliate’s promotion of the Operator’s Websites and the creation of the Affiliate Links from the Affiliate Website(s) to the Operator’s Websites.

"Affiliate Website(s)" means one or more websites or other resources on the internet which are maintained and operated by the Affiliate.

“Anti-Money Laundering and Counter-Terrorism regulations” mean all regulations applicable in Curaçao, including but not limited to the National Ordinance on identification when rendering services (Landsverordening identificatie bij dienstverlening (LID), PB 2017, no. 92), and the National Ordinance on the reporting of unusual transactions (Landsverordening melding ongebruikelijke transacties (LMOT), PB 2017, no. 99.

"Branded traffic" means search traffic by requests which represent brand names and are leading to a domain/site similar to the main domain/site of the Operator.

"Confidential Information" means any information of commercial or essential value for any of the Parties such as but without limitation to, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Players, other customers and users of the Operator’s Website, technology, marketing plans and manners of operation.

“Economic Sanctions List” means all applicable economic sanctions lists, including but not limited to the SDN Lists as well as the European Consolidated list of persons, groups and entities subject to EU financial sanctions.

“Excluded Player” means any player whom is on a gaming authority’s exclusion list, or a player whom has made Monkey Tilt or the Affiliate reasonably aware that they are a problem gambler.

"General Terms and Conditions" means the general terms and conditions and privacy policies which can be found on the Operator’s Websites.

"Intellectual Property Rights" means any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, rights in computer software, source codes, rights in databases and know-how, design rights, Confidential Information, registrations of the aforesaid and/or any other rights in the nature of the aforesaid.

"NetGaming" means your Players’ bets minus winnings.

"Net Gaming Revenue" means all monies received by the Operator from Players in relation to the activities on the Operator’s Websites less the following:

-any chargebacks/refunds initiated by the players;

-any bonuses and promotions are given to the players;

-monies paid as any transactions fees, calculated as % of the total volume of Deposits and Withdraws;

-monies paid as any providers fees, calculated as % of Net Gaming;

-administration fee, calculated as % of Net Gaming

The aforesaid relates solely to the amounts generated from Players referred to the Operator’s Websites by the Affiliate. In the case of an introduction of another product or group of products in the future, Operator reserves the right to use an individual definition of the term Net Revenue for each product.

"New Player" means a new first-time customer referred to the Operator’s Website by the Affiliate, having made a first deposit amounting to at least the applicable minimum deposit at the Operator’s Website, in accordance with the applicable General Terms and Conditions of the Operator’s Website, but excluding the Affiliate itself, its employees, relatives and/or friends and not being already in the Operator’s player database (where the Player has previously closed its player account on Operator’s Website and opened a new one through the Affiliate Link). New Player shall have the same meaning of Referred Player. In order to qualify as a New Player the Player shall be:

a) a Player that is 18 years of age or over and is not in any Restricted Jurisdctions and is not in any Restricted Jurisdiction in accordance with the Operator’s Terms and Conditions

 b) a Player who have undergone Know Your Customer (“KYC”) verifications with:

1) True name and/or names used;

2) Full permanent address;

3) Issued accepted ID document including document number, issuing date and country;

4) E-mail address;

5) Date and country of birth;

6) Nationality;

7) Telephone number (where requested);

8) Details on the profession and other occupations of the customer (where requested);

9) Source of Wealth (where requested).

c) a Player that is not a Politically Exposed Person (“PEP”) or on any Economic Sanctions List (“Sanctions List”)

"Operator" means UmiiUmii B.V and its payment agent company Green Cage Limited (collectively referred as to “the Operator”).

"Operators Websites" means the online gaming websites http://affiliate.monkeytilt.com and/or any other websites which may be operated and/or managed by the Operator as may be communicated to the Affiliate from time to time.

"Parties" means Operator and the Affiliate (each a "Party").

"Payment Date" means the day when the payment for the corresponding Accounting Period is processed. The payments of affiliates who work with a Revenue Share or a CPA payment plan occur within the first fifteen (15) days of each calendar month. The affiliate payments of those who work with a Hybrid commission plan, typically occur within the third week of the following calendar month (monthly net 30).

"Payment Plan" means Revenue Share Plan, CPA Plan, Hybrid Plan or any other Payment Plan that may be offered to the Affiliate within the Affiliate Program and listed on Operator’s Website.

"Player"means a person or entity brought by the Affiliate to the Operator’s Website and having a player account on the Operator’s Website.

"Working Day" means any day which is not a Saturday, a Sunday or a bank or public holiday in Curacao or Cyprus.

2. INTRODUCTION

2.1 Operator is responsible for the Affiliate Program offered under this Agreement and it has the exclusivity right to promote the Operator’s brand(s) and its website(s).

2.1.1 The Operator’s website(s) promoted by this Affiliate Program is(are): https://www.monkeytilt.com/ By Accepting this Agreement and completing the application process hereto, you will be entering into an agreement with Operator, provided that:

-you will fulfil the acceptance conditions set out herein; and

-being approved by Operator.

3. CONDITIONS FOR THE ACCEPTANCE OF THE AFFILIATE

3.1 The approval of the application and its refusal is subject to the sole and absolute discretion of the Operator.

3.2 The Affiliate hereby represents and warrants that:

-it is aged 18 years old or over, in the case of a natural person;

-it fully understands and accepts the terms and conditions of this Agreement;

-it has, and will retain throughout the term of this Agreement, title and authority to enter into this Agreement, to grant the rights and perform all its obligations in this Agreement;

-is competent and duly authorized to enter into legally binding agreements;

-it has obtained and will maintain in force all necessary registrations, authorizations, consents and licenses necessary to fulfill its obligations under this Agreement;

-has provided complete, valid, truthful and satisfactory information at the sole and absolute discretion of the Operator;

-understands that the role of the Affiliate shall be limited to the promotion of the Operator’s website(s). The Affiliate is not authorized to enter into any direct or indirect communications with any New Players or any potential or existing Players of the Operator in relation to activities carried out on the Operator’s website(s) or any disputes or complaints arising therefrom.

3.3 In addition to any other right, which the Operator may be entitled to under this Agreement, the Operator reserves the right to:

-request information about each marketing channel through which the Affiliate refers New Players to the Operator’s website(s) at any time and how many times it deems necessary;

-refuse any applicant Affiliate and/or may close or suspend any Affiliate’s account if it in the sole opinion of the Operator is necessary to protect it’s own interests.

3.4 Players who stream their activities on any or all of the Operator’s Websites with his/her Affiliate Links implemented on the resource they use for streaming are considered solely as Affiliates and can not relate to any other Affiliates as referred Players.

4. AFFILIATE RIGHTS AND OBLIGATIONS

4.1 By registering on this Affiliate Program, the Affiliate accepts and agrees to abide by its terms and conditions.

4.2 Licensing. The Operator hereby grants a non-exclusive, revocable, non-transferable and royalty-free license and right, during the term of this Agreement, to use and promote its brand(s) and the Operator’s brand(s) and website(s), solely for the purposes of this Agreement, and limited to the terms and conditions set forth herein. This license shall terminate simultaneously with the termination of the Agreement.

4.3 The Affiliate hereby warrants and undertakes:

-to use its best efforts to actively and effectively market and promote the Operator’s Website(s) as widely as possible in order to maximize the benefit to the Parties on the Affiliate Website(s), or via other marketing channels as may be approved in writing by Operator;

- to ensure that marketing communications related to Monkey Tily or gambling in general are not directed at persons under the age of eighteen (18) or any other minimum age depending on the Player’s state of residence;

- to ensure marketing communications and advertisements are not knowingly directed to any potential customers residing in the United States of America, United Kindgdom, Australia or in any other prohibited jurisdiction in accordance with Monkey Tilt’s Terms and Conditions;

-to ensure that all news, offers and promotions in relation to Operator are current and up to date;

-to market and refer potential Players to the Operator’s Website(s) at its own risk, cost and expense. The Affiliate will be solely responsible for the distribution, content, legality and manners of its marketing activities. All of the Affiliate’s marketing activities must be professional, proper and lawful under applicable laws and regulations and in accordance with this Agreement;

-to use only the Affiliate 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;

-not to amend or alter the marketing material without the prior written consent of Operator.

-to be responsible for the development, the operation, and the maintenance of the Affiliate Website(s) as well as for all material appearing on the Affiliate Website(s).

4.4 The Affiliate hereby undertakes, represents and warrants that it:

-will not target any jurisdiction where gambling and the promotion thereof is illegal;

-will not directly target Players in any blocked or restricted jurisdiction in accordance with the Operator’s general Terms and Conditions including but not limited to United States, United Kingdom and Australia;

-will not target any person who is under the legal age for gambling;

-will not generate traffic to the Operator’s Website(s) by illegal, unlawfulor fraudulent activity, particularly but not limited to by:

-sending spam or unsolicited mail/sms’ in an attempt to refer New Players to the Operator’s Website(s);

-registering as a Player or making deposits directly or indirectly to any player account through its Affiliate Links for 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 commission payable or to otherwise defraud Operator. Violation of this provision shall be deemed to be fraud;

-presenting the Affiliate Website(s) in such a way that it might evoke any risk of confusion with the Operator’s Website(s) or convey the impression that the Affiliate Website(s) is/are partly or fully originated with/from the Operator’s Website(s).

-will not send any material via direct marketing means to Players whom the Affiliate knows or should reasonably know to be self-excluded with the Operator;

-will not publish any inaccurate information that is intended to mislead Players;

-with the exception of the marketing material as may be forwarded by Operator and/or made available online through Operator’s Website, the Affiliate will not use trademarks and other Intellectual Property Rights of the Operator unless we consent to such use in writing;

-will not act in an offensive way that intentionally discredits the reputation of the Operator.

5. OPERATOR RIGHTS AND OBLIGATIONS

5.1 Operator shall provide the Affiliate with all required information and promotional materials necessary for the promotion of the Operator’s Website(s) on the Affiliate Website(s), as well as all the information necessary for the implementation of the Affiliate Links.

5.2 In the event that the Affiliate creates its own promotional materials, such marketing materials shall be compliant with the provisions of this Agreement and Operator shall not be held liable for any fines and/or sanctions which are incurred by the Affiliate for the non-adherence with applicable rules and regulations.

5.3 Operator shall administer the turnover generated via the Affiliate Links, record the Net Gaming Revenues and the total amount of Affiliate Profit earned by means of the Affiliate Links, provide the Affiliate with Affiliate Commission statistics, and handle all services applicable for Operator.

5.4 Operator shall pay the Affiliate its Affiliate Profit depending on the traffic generated subject to the terms and conditions of this Agreement.

5.5 Operator reserve(s) the right to refuse the registration of any New Players, suspend or close their accounts at our and/or Operator’s sole discretion in order to comply with any requirements we consider mandatory, including but not limited to the Operator’s KYC and onboarding rules. For the avoidance of doubts the Operator shall reserve the absolute discretionary right to refuse the registration of any Player that does not satisfy the definition of New Player as defined in this Agreement. New Players whose accounts have been refused, suspended or closed will not be considered for the calculation of the Affiliate’s commissions.

5.6 Operator hereby notifies the Affiliate, which accepts, that personal data pertaining to the Affiliate and/or any of its employees (if any) may be collected by Operator and shall be utilized 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 interest.

5.7 Operator reserves the right to request any information from the Affiliate for due diligence purposes in line with its obligations under applicable law as it may from time to time deem fit.

5.8 Operator reserves the absolute discretionary right to freeze or close accounts. In addition to any other right, which the Operator may be entitled to under this Agreement, the Operator reserves the right to:

-in case of having any reason to suspect that the Affiliate is in breach with the terms of this Agreement, the Affiliate account may be blocked, and payouts maybe are frozen for the period of investigation. If the investigation proves the violation of the Agreement to have taken place, Operator reserves the right to withhold the Affiliate Profit;

-close any Affiliate’s account if it in the sole opinion of Operator is necessary to comply with our policy and/or to protect the interest of Operator. If the Affiliate is in breach of this Agreement, Operator may, besides closing the Affiliate’s account take any other steps at law to protect its interest;

-terminate immediately the Agreement for Affiliates who allow themselves to communicate with Operator ‘s representatives in an aggressive and/or offensive manner that goes beyond the scope of business relations. Under no circumstance shall Operator be held liable for eventual loss or damage caused to the Affiliate pursuant clause 5.8;

-terminate immediately the Agreement for Affiliate accounts where the Net Gaming Revenue does not cover Operator’s costs for maintaining the account and the payout procedure. Under no circumstance shall Operator be held liable for eventual loss or damage caused to the Affiliate pursuant clause 5.8.

Operator reserves the right to initiate an internal investigation of the Player’s accounts on all the Operator’s Websites in case the Operator suspects the Player in violation of the Operator’s rules on one of the Operator’s Websites.

6. OPERATIONAL RULES

6.1 The Affiliate acknowledges that the use of the Internet and compliance with the terms of this Agreement is at the Affiliate’s own risk. Operator makes no guarantee in relation to the accessibility of the Operator’s Website(s) at any particular time or any particular location and 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 by failures, delays or interruptions of the Operator’s Website(s).

6.2 During the term of this Agreement, the Affiliate Links shall be prominently displayed on the Affiliate Website(s) in accordance with what is agreed between Operator and the Affiliate.

6.3 The Affiliate shall at all times comply with data protection and privacy regulations, legislation and subsidiary legislation as may be applicable from time to time.

6.4 Operator reserves the right to monitor the Affiliate Website(s) in order to ensure the Affiliate’s compliance with the terms and conditions of this Agreement and the Affiliate shall provide the Operator with all data reasonably requested in order to perform such monitoring.

6.5 The Affiliate warrants not to entirely copy the design of our Operator’s Website(s) to the degree of confusion with the original Operator’s Website(s) for the purpose of consequently attracting organic "branded" traffic and earning Affiliate Commissions by means of positioning your site as the original Operator’s Website(s).

6.6 Operator reserves the right to request the Affiliate to immediately remove any promotional material which may be brought to attention and which it deems, in its sole absolute discretion, to be in breach of any relevant advertising and/or marketing rules.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 IP Ownership: Parties agree that ownership of copyright and all other intellectual property rights and title in and to the brand(s)/website(s) appointed by the Operator under this Agreement shall reside in Operator and that Affiliate possesses no ownership or claim to ownership of any such rights or title.

7.2 Each of the Parties agrees to refrain from any act or omission that derogates from or infringes upon the exclusive proprietary rights of the other. In the event that a Party becomes aware that a third-party or third-parties are improperly using the intellectual property, or any Party thereof, or infringing upon any proprietary rights of the other, it will promptly notify the other Party of all facts known to it relating to such use.

7.3 By accepting this Agreement the Affiliate agrees to hold Operator free from and against any Intellectual Property claims that were related or caused by its infringement of any third party’s intellectual property rights and approves that any of its to-be-used resources are free from any type of unsolicited copyright materials. In case of one Affiliate claims unsolicited usage of its Intellectual Property by another Affiliate, Operator will not consider any of these claims and all negotiations must be held between these Affiliates privately.

8. CONFIDENTIALITY

8.1 During the term of this Agreement and for a period of 3 (three) years from the expiration or termination of this Agreement, a receiving Party shall (i) not disclose Confidential Information to any third-party; (ii) restrict disclosure of Confidential Information to only those employees, agents or consultants of the receiving Party and affiliates, if any of the receiving Party who must be directly involved with the Confidential Information for the purposes of this Agreement and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not reverse, engineer, decompile or disassemble any Confidential Information for source discovery or other purposes; (iv) use the same degree of care as for its own information of like importance, but at least the care of a prudent businessman, in safeguarding against disclosure of Confidential Information; and (v) promptly notify the disclosing Party upon discovery of any unauthorised use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorised actions or other breach of this Agreement.

8.2 The disclosing Party consents to the disclosure of the Confidential Information to the extent strictly necessary for informing any subcontractors or suppliers of other Party who need to know such limited information in order to perform any assignments or handle any orders of a Party pursuant to this Agreement provided however that such subcontractors or suppliers shall first have agreed with the other Party to be bound by its confidentiality obligations hereunder or obligations which protect the Information to the extent protected hereunder in respect of such limited Confidential Information they will receive including appropriate obligations not to disclose the same to others and not to use it for other purposes as well as to return all such information to the Party upon completion of their assignment or other required performances.

8.3 The foregoing restrictions on use and disclosure of the Confidential Information do not apply to information that: a) is in the possession of the receiving Party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; b) or becomes publicly known, through no wrongful act or omission of the receiving Party; c) or is received without restriction from a third-party free to disclose it without obligation to the disclosing Party; d) or is developed independently by the receiving Party without reference to the Confidential Information; e) or is required to be disclosed by the law, regulation, or court or governmental order, provided that the Party subject to such law, regulation or court or governmental order shall use reasonable efforts to minimise such disclosure and shall notify the other Party contemporaneously of such disclosure and provide the copy of such order or legal act to the opposite Party.

9. LIABILITY AND INDEMNITY

9.1 Operator shall not be liable for:

-any economic losses, including but without limitation, loss of profits, revenues, business, contracts or anticipated savings;

-any indirect or consequential losses;

-any loss of goodwill or reputation.

9.2 The Affiliate hereby agrees to indemnify, defend and hold harmless the Operator, its shareholders, officers, directors, employees, agents, successors and assigns (collectively, the “Indemnified Parties”), from and against any and all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, any the Indemnified Parties related to or arising from:

-any breach of Affiliate’s representations, warranties or obligations set forth in this Agreement;

-Affiliate’s use (or misuse) of the marketing material and Operator’s Intellectual Property Rights;

-all conduct and activities occurring under Affiliate’s user ID and password;

-any defamatory, libellous or illegal material contained on the Affiliate Website(s) or Affiliate’s information and data;

-any claim or contention that the Affiliate Website(s) or the Affiliate’s information and data infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity;

-third party access or use of the Affiliate Website(s) or the Affiliate’s information and data;

-any claim related to Affiliate Website(s) or the Links;

-any violation of this Agreement or any applicable laws.

9.3 In the event of any enforcement action or regulatory proceeding initiated against the Company, the Affiliate shall be liable for all costs, damages, fines, penalties, and expenses incurred, without limitation or cap, arising from or related to such action or proceeding, including but not limited to legal fees, settlements, and judgments, if such action or proceeding is attributable to:

-any breach of Affiliate’s representations, warranties or obligations set forth in this Agreement;

-Affiliate’s use (or misuse) of the marketing material and Operator’s Intellectual Property Rights;

-all conduct and activities occurring under Affiliate’s user ID and password;

-any defamatory, libellous or illegal material contained on the Affiliate Website(s) or Affiliate’s information and data.

9.4 Operator reserves the right to participate, at its own expense, in the defence of any matter or claim in relation to the above.

10. PAYMENT AND COMMISSION STRUCTURE

10.1 Payment. The default payment plan which is to apply in the absence of any agreement to the contrary shall be the Revenue Share Payment Plan. In case of any specific agreement with the Affiliate, the Commission Structure defined in the Agreement shall prevail over any conflicting provision present in these Terms and Conditions.

10.2 Operator shall calculate Affiliate Profit and process payouts within five (5) Working Days at the beginning of each calendar month (for the Revenue Share and CPA commission plans) and within the third week of the following calendar month (for the Hybrid commission plan) provided that the amount due exceeds the minimum threshold of $10 (the minimum threshold for Wire Transfer is $500). The minimum threshold for the first payout is one (1) FTD.

10.3 The Affiliate Profit is calculated automatically by default once a month upon the end of the corresponding Accounting Period. Payments shall be processed on the Payment Dates corresponding to the Accounting Periods. For all New, Affiliates Operator reserves the right to hold up the Affiliate Profit for a calendar month if deemed necessary.

10.4 In the calculation of Affiliate Commission where Net Gaming Revenue and the balance is negative due to Players winnings and/or administration fees and/or cash items and/or progressive contributions the said balance will be set to zero except for the cases stated under Clause 10.14.

10.5 If the Affiliate fails to provide and confirm actual payment details five (5) days before the end of the Accounting Period, fails to provide the requested invoices in the proper time, chooses "suspend payments" option in its settings of the affiliate account or does not reach the minimum threshold, the balance is carried over to the following accounting period and can be affected by the earnings of the following Accounting Period.

10.6 In case a claim about Affiliate Profit arises on the Affiliate’s side, the claim must be expressed to Operator in writing no later than thirty (30) days after the end of the Accounting Period for which the claim arose and state the reasons of the disagreement. Failure to notify Operator within the prescribed time period shall be considered as an irrevocable acknowledgement of the balance due for the period indicated.

10.7 If an error is made in calculating the Affiliate Profit, Operator reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.

10.8 Operator has the right to withhold the payment of any balance to the Affiliate for up to one hundred-and-eighty (180) days if we need to verify that the relevant transactions comply with the provisions of the Agreement.

10.9 No payment shall be due if Operator has reasons to believe that the traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement.

10.10 The Affiliate agrees to return all Commissions received for the traffic which is in breach of any of the provisions of the Agreement and indemnify the Operator for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees, and costs).

10.11 The Affiliate shall have the sole responsibility to pay all taxes, levies, fees, charges, and any other money payable or due both locally and abroad (if any) to any tax authority as a result of the compensation generated under this Agreement. Operator shall under no circumstances be held liable for any such amounts unpaid but found to be due by the Affiliate.

10.12 The Affiliate accepts that the payment of the Affiliate Profit due may be delayed by an additional fifteen-days period, provided that such delay shall be communicated by Operator to the Affiliate.

10.13 Affiliate Commission Structure. Under Revenue Share Payment Plan the Affiliate will be awarded Affiliate Commission to its balance on a daily basis. Affiliate Commission is calculated as the percentage of Net Gaming Revenue in accordance with the amount of FTDs referred by the Affiliate in the past thirty (30) days.

0-5 FTDs 25% on NGR

6-20 FTDs 30% on NGR

21-40 FTDs 35% on NGR

41+ FTDs 40% on NGR

10.14 Minimum threshold for the balance zeroing is five (5) FTDs in the applicable period. In case cumulative wins of a single Player result in Affiliate Negative Balance of more than USD $5,000 in a given month, this Player will be isolated and won’t generate any Net Gaming Revenue to the affiliate until the full amount of the negative balance has been satisfied.

10.15 CPA Payment Plan. Affiliate Profit within CPA Payment Plan shall be based on CPA rates. CPA rate means a "one-time" fee paid by Operator to the Affiliate for each New Player who does and has not had a player account with any Operator’s Website and who accesses the Operator’s Website via the Affiliate Link and who properly registers and makes real money transfers at least equivalent to the minimum deposit into its player account. CPA rate is agreed with each Affiliate individually depending on but not limited to the GEO. The Affiliate accepts and understands that no further payments, fees and/or commissions beyond the one-time fee shall be due to the Affiliate.

10.16 For certain GEOs a baseline can be used. The amount of the baseline depends on the GEO, traffic quality, and player value. Provided that a corresponding agreement is in place, if the Player makes the first deposit of less than the baseline but in the following thirty (30) days this Player accumulates the number of deposits equal to the CPA rate agreed between the Affiliate and Operator manager, the Affiliate Profit will be credited.

10.17 All New Players referred to the Operator’s Website(s) within the CPA Payment Plan and not demonstrating any activity on the Operator’s Website(s) are put on hold. In a regular case, the hold period is fourteen (14) calendar days but it can be extended to up to thirty (30) days at the sole discretion of Operator.

10.18 Operator has the right to withhold Affiliate Profit within CPA Payment Plan from Players that:

-attempt to deceive the Operator or demonstrate fraudulent actions in regard to the Operator (including fraudsters, carders and other types of violators);

-are underaged;

-are gambling-addicted;

-have blocked their account;

-have not completed the Operator’s KYC verification process;

-have registered from any Blocked or Restricted jurisdictions as defined in the Operator’s general Terms and Conditions;

-already have an account in any of the Operator’s Website(s);

-make a single deposit and do not take any actions on the Operator’s Website(s) till the end of the hold period;

-come from a GEO unspecified by the Affiliate.

10.19 Activity within CPA Payment Plan can be suspended without payout of the Affiliate Profit due, but not limited, to the following reasons:

-the Affiliate refers Players from countries that are on the restricted list on the Operator’s Website(s);

-the Affiliate is found to participate in such activities as fraud, spam, deposits made by the Affiliate itself with the IP substitution or the use of anonymizers, such as VPN, Proxy, Freegate, Hola, TOR browser, etc;

-the Affiliate continues to deliver traffic after a written request being sent by Operator to suspend traffic.

10.20 If the limits for the traffic delivery were agreed with the Affiliate ("limits" meaning the number of New Players referred) and the Affiliate refers more New Players, Operator has the right to carry forward the Affiliate Profit for those New Players for the following Accounting Period or not to pay out such Affiliate Profit neither transfer the New Players referred by the Affiliate on top of the amount agreed to Revenue Share Payment Plan.

10.21 The Affiliate Program reserves the right to change CPA Plan to Revenue Share Plan retroactively due to unsatisfactory quality of traffic.

10.22 New Players’ moderation and approval take place in accordance with the payout schedule, upon the closure of the corresponding Accounting Period and before the Payment Date for the corresponding Accounting Period.

11. TERM AND TERMINATION

11.1 The Company reserves the discretionary right to terminate this Agreement at any time and for any reason. On the contrary, this Agreement may be terminated by the Affiliageby giving ten (10) days written notification to the Company. Written notification may be given by email.

11.2 The Parties hereby agree that on termination of this Agreement:

-the Affiliate must remove all references to Operator and Operator’s Website(s) from the Affiliate Website(s) and communications, irrespective of whether the communications are commercial or otherwise;

-all rights granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease the use of any and all trademarks, service marks, logos and other designations vested in the Operator and the Operator’s Website(s);

-the Affiliate will only be entitled to such Commission that is earned but unpaid as of the effective termination date of this Agreement; however, the Operator 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 after the effective termination date;

-if this Agreement is terminated by the Operator due to the Affiliate’s breach of any terms and conditions of this Agreement, the Operator shall be entitled to withhold the Affiliate’s earned but unpaid Commissions as of the termination date as collateral for any claim arising from such breach;

-the Affiliate must return to the Operator any and all Confidential Information (and all copies and derivations thereof) in the Affiliate’s possession, custody and control; and

-the Affiliate will release the Operator 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 in relation to Confidential Information even if the breach arises at a time following the termination of this Agreement.

11.3 The Termination of this Agreement, for any reason, shall not affect any of the Parties’ rights in accordance with Section 9 hereof, and such rights shall remain in full force and effect.

12. MISCELLANEOUS

12.1 Relationship of the Parties. Nothing contained in this Agreement, nor any action taken by any Party to this Agreement, shall be deemed to constitute either Party (or any of such Party’s employees, agents, or representatives) as an employee, agent or legal representative of the other Party, nor to create any partnership, joint venture, association or syndication among or between the Parties, nor to confer on either Party any express or implied right, power or authority to enter into any agreement, commitment or to impose any obligation on behalf of the other Party.

12.2 Amendments to this Agreement. Operator reserves the right to, at any time and at its sole discretion, with or without giving any prior notice to the Affiliate, amend, alter, delete or add any of the provisions of this Agreement. If applicable, 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 Operator. 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.

12.3 Severability. Each of the provisions contained in this Agreement shall be construed as independent of every other such provision, so that if any provision of this Agreement shall be determined by any Competent Authority to be illegal, invalid or unenforceable, then such determination shall not affect any other provision of this Agreement, all of which other provisions shall remain in full force and effect.

12.4 Notice. Any notice given or made under this Agreement to Operator shall be sent by email to and marked for the attention of the Affiliate Manager of Operator unless otherwise notified by Operator. We shall send all notices by email to the email address supplied by the Affiliate while registering on Operator Website.

12.5 No Waiver. Operator’s failure to enforce the Affiliate’s adherence to all terms outlined in the Agreement shall not be construed to constitute a waiver of the right to enforce such right.

12.6 Force Majeure. 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 labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualties. 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.

12.7 Governing Law and Jurisdiction. This Agreement is to be construed and governed by the laws of Curacao. The courts of Curacao shall have sole jurisdiction in case of dispute.