Terms and Conditions

Interactive Affiliates Guernsey Limited Affiliate Program Terms & Conditions

THESE TERMS AND CONDITIONS (INCLUDING SCHEDULE 1 AND ALL POLICIES, TERMS AND CONDITIONS INCORPORATED HEREIN) (“TERMS”) GOVERN YOUR RELATIONSHIP WITH INTERACTIVE AFFILIATES GUERNSEY LIMITED WILL RECEIVE FROM YOU AND DISTRIBUTE TO THE GROUP.

UPON SIGNING AN INSERTION ORDER (IO) OR ANY OTHER FORM AND/OR AGREEMENT THAT REFERS TO THESE TERMS, YOU AGREE TO THESE TERMS, EFFECTIVE ON THE DATE YOU SIGN. THESE TERMS AND THE IO SHALL BE REFERRED TO AS THE “AGREEMENT”.

Please ensure you read and understand these Terms before signing up. If you do not agree to these Terms (or are not authorized to do so) you cannot join the Affiliate Program and/or your subscription shall be considered as void and ineffective.

Reference to “You” or “Your” or “Affiliate” means a natural person or legal entity that has read, understood and accepted these Terms by registering for an Affiliate Account and signing of an IO; reference to “We” or “Our” or “Company” means Interactive Affiliates Guernsey Limited, a company incorporated and registered in Guernsey with company registration number 55896, and having registered office at PO Box 142, Suite 2, Block C, Hirzel Court St Peter Port, Guernsey, GY1 3HT.

Please note that if you are an individual, you must be at least 18 years of age.

It is up to the Company’s discretion to allow Company Players who have an existing Player Account to join the Affiliate Program.

You acknowledge and agree that we reserve the right to update, amend and/or change these Terms from time to time and we shall have the unilateral right to do so at our sole discretion. We will use our reasonable endeavours to publish any changes but we shall not be obliged to notify you of any such changes. Each time you navigate, log into your account, use the Affiliate Program, use any services or perform any activity through your Affiliate Account, you reaffirm and confirm that you accept the Terms and any changes made to them from time to time. 

You are strongly advised to check the Terms regularly for any changes and keep yourself updated. You can review the most current version of the Terms at any time at:

https://partners.marathonbet.com/terms_and_conditions.asp.

If you have any questions regarding the Affiliate Program or these Terms, please contact us by email to [email protected].

The official language of communication of the Company is the English language for all legal purposes is exclusively the English language. For the ease and convenience of Affiliate, the Company’s and/or the Group’s employs staff who can speak, in certain cases, the Affiliate’s native language. It should be noted that all documents and information provided by the Company and/or the Group shall be in English; if the Company and/or the Group provides such information in any languages other than English, it does so for informational purposes only and disclaims all and any liability for inaccuracies. The provision of any information, including, Marketing Material, any translated versions of these Terms and/or any other communication, in a language other than the Group’s official language version (English language) of such documentation shall not bind or commit the Company on any terms, conditions or information contained therein. The English version of such documents represents the final understanding between the Affiliate and the Company and, in the event of a dispute, the English version of the same shall at all times prevail. In case of conflict between the text in the English language and the same text in any other language, the text in the English language shall prevail.  The Company will not be legally responsible or liable regarding the accuracy of the translated information. It is advised that the Client refers to the English version of such information/documentation.

Prior or following the establishment of a business relationship, the Affiliate consents, accepts and agrees that the Company’s and the Group’s official language is exclusively the English language.

1. Definitions and Interpretation

Unless otherwise expressly provided in the IO and/or as reasonably expected for terms to be defined within the context of online marketing, the terms used in the Agreement shall have the meanings given to them herein.

1.1 "Affiliate Account" mean the uniquely assigned accounts created by the Group for an Affiliate when they successfully register for the same on the Sites. Affiliate Accounts are kept completely separate and their respective login combinations (username/password) will only work on the Affiliate Program Site with which they were originally registered.

"Affiliate Area" means the area of the Site that is accessible to you and which provides certain 'member only' functionality, including facilities to check relevant statistics, manage campaigns, update your profile, create additional Tracking Links, and manage Tracking Links and Marketing Materials.

“Affiliate Channel(s)” means the marketing channel(s) including but not limited to the Affiliate’s Program Site and/or a website or application which is promited through the Affiliate Program and/or any other online source through which the Affiliate chooses to promote the Group, as the same should be notified to the Group to be approved.

“Affiliate Earnings” means an affiliate’s earnings and/or commission (however calculated or otherwise arise) paid or payable to the Affiliate by the Company in accordance with the CPA Affiliate Program, the Revenue Share Affiliate Program and/or any other available Affiliate Program decided from time to time and based solely and exclusively on the Company’s tracking data, verification, checks and calculations. Such information shall be available to the Affiliate via the Affiliate Account.

"Affiliate Program” means the Company’s affiliate program which enables affiliates to promote the Brands supported by the Company in return for the Affiliate Earnings in accordance with these Terms. Such information shall be available to the Affiliate via the Affiliate Account.

“Affiliate Program Site” means the website located at https://lk.marathonbet.partners/partner

"Balance” means the Affiliate Earnings due to the Affiliate.

“Brands” means the brands promoted by the Group from time to time including but not limited to Marathonbet and Mbet.

“Campaign” means the Revenue Share, CPA, CPI, CPM, CPE, CPC or any other campaign agreed in the IO.

"Creatives" means advertisement materials that can be used by the Affiliate to promote any of the Group and/or the Brands, originated by or transmitted from the Company to the Affiliate and/or developed by the Affiliate in accordance with the marketing guidelines issued by the Group and as approved by the Group. These include but are not limited to banners, html mailers, editorial columns, images, logos, photos, drawings, sketches, emails, splash pages, web pages, CD-ROMs, business cards, flyers, pamphlets, brochures, guides, booklets, inserts, fold-outs, magazines, videos, software, flash movies, podcasts, video podcasts, multimedia images, banners, graphics, text, data, tags logs, circulars, other objects and microsites.

"Company Player” means a referral from the Affiliate via the Tracking Link and Marketing Materials on the Affiliate Channels, who is registered with the Group as a player and enters into a Player Contract but is yet to be categorised by the Group as a Qualified Acquisition or Unqualified Acquisition.

“Confidential Information” means all information or data in whatever form and however recorded or preserved (including, without limitation, in written, recorded, visual, tape, disk, electronic or oral form) including without limitation research, developmental, employee, customers, clients, claims, plans, intentions, market opportunities, engineering, manufacturing, technical, marketing, sales, financial, operating, trade secrets, performance, cost, business, product and process information or data, know-how, and computer programming and other software and software techniques provided, disclosed or made available directly or indirectly by the Group or their employees, officers, representatives or advisers to the Affiliate (including any information or analysis derived from the Confidential Information).

“Conversion” means any such action required under a Campaign, agreed in the IO, which may include but not be limited to (i) clicks, (ii) installations or installations and opening of applications (Install), (iii) first-time deposits (FTD), (iv) Company’s application installation and opening (Install & Open), (v) leads, (vi) registration of Referred User for an account with the Company (Registration) and/or (v) impressions/viewings, by Qualified Acqusition and/or traffic and/or any traffic under a Campaign.

“CPA” means cost per acquisition, the pricing model used in online marketing to determine the payment to be made by the Company to the Affiliate. A valid cost per acquisition per new Qualified Acquisition as shall be specified in the IO and detected by the Tracking Tool..

“CPC” means cost per click, the pricing model used in online marketing to determine the payment to be made by the Company to the Affiliate. Valid CPC means a click that may be deemed valid by the Company when it meets certain criteria as specified in the IO.

“CPI”  means valid cost per Install of the Group’s mobile application or any other Conversion as shall be specified in the IO. A valid CPI means an Install that may be deemed valid by the Company when it meets certain criteria.

“CPM” means cost per mile, a pricing model used in online marketing to determine the payment to be made by the Company to the Affiliate. A valid Cost Per Mile impressions/viewings (one thousand impressions) of the Campaign as shall be specified in the IO.

“CPL” means cost per lead and/or Conversion, a pricing model used in online marketing to determine the payment to be made by the Company to the Affiliate. A valid CPL means a referral of a Qualified Acquisition that successfully completed his/her Registration as shall be specified in the IO.

“Data Protection Legislation” means the applicable local legislation with regards to the protection of Personal Data and any other directly applicable regulation relating to privacy including but not limited (if applicable) the provisions  of the Regulation (EU) 2016/679 on the Protection of Personal Data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without  limitation,  the privacy  of  electronic communications) in order  to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of the relevant data subject(s); and  the guidance and  codes of practice  issued  by the  relevant data  protection  or supervisory authority and applicable to a party.

“Doorways” shall mean web pages, websites, or digital properties that are primarily created to manipulate search engine results or drive traffic to another site without offering meaningful, original, or user-focused content. This includes, but is not limited to, pages that use redirection, cloaking, or keyword stuffing for the sole purpose of funneling traffic, or that exist solely to improve search engine rankings rather than provide genuine value to users. The use of such Doorways shall only be accepted with approved pre-landings only.

"Fraud Traffic" means transactions, deposits, withdrawals, revenues or traffic generated on or through the Services by any means that are illegal, deceptive, manipulative, or otherwise made  in bad faith with the intent to defraud or mislead us (as determined by the Group in its sole and absolute discretion),  whether or not such actions actually causes us harm. This  includes, but is not limited to: (i) transactions involving stolen or unauthorised credit/debit cards, (ii) chargebacks,  (iii) collusion, (iv) automated or non-human traffic (such as the use of bots, robots, crawlers, scripts, or any other form of artificial or automated intelligence) (v) the use or distribution of malware, spyware, trojans, keyloggers, or similar malicious code (vi) manipulation of the Service or system, (vii) false or misleading advertising practises, (viii) abuse of bonuses or other promotional offers, (ix) the creation or use of false  or duplicate accounts (including fabricated identities or identities generated by artificial means)  for the purpose of generating Affiliate Earnings or any other advantage, and (x) any unauthorized use of any third-party accounts, data, copyrights, trademarks, patents or other intellectual property rights (including, for the avoidance of doubt, our Intellectual property rights). For further avoidance of doubt, any revenue, traffic, or benefit generated by or arising from such shall be deemed invalid and shall not be included in  the calculation of Affiliate Earnings.

“Gross Revenue” means stake minus winnings by Company’s Players. For the avoidance of doubt winnings means the total return from a stake including the original stake.

"Group", “we”, “our”, “us” means, mean any entity directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise; including but not limited, as appropriate, any of the Company, Panbet Curacao N.V., Marathonbet Spain, S.A., Marathon Alderney Ltd and Marathonbet Italy S.r.l and any other related companies of the Company from time to time.

"Intellectual property rights" means rights to all existing and future (whether registered or unregistered) patents, rights to inventions copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other Intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Marketing Materials" means the Creatives and all other marketing materials and promotional elements and material including but not limited to, the Marks and any Promotional Codes that have been originated by or transmitted from the Group to the Affiliate and/or developed by the Affiliate in accordance with the marketing guidelines issued by the Group and as approved by the Group or otherwise made available to You by the Group and/or pre-approved by the Group, which the Affiliate may use solely for the purpose authorised under these Terms. "Marks" means any trade marks, service marks, logos, devices and trade names of the Group from time to time including MARATHONBET and MBET.

“Negative Carry Over Rule” means if the Balance at the end of a settlement period is negative, then, unless otherwise agreed in writing by the Company and the Affiliate, the negative Balance will be carried over to the upcoming settlement period and may offset future Affiliate Earnings.

“Net Revenue” means the monthly Gross Revenue less costs (which includes but is not limited to: taxes, betting duties, third party commissions/fees for providing games and game software etc, financial transaction fees, bonuses, free bets, loyalty bonuses, cashbacks and charge backs).

“Personal Data, or personal information” means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (known as “anonymous data”).

"Player Account" means the unique personified account registered in the name of the Company Player in accordance with the Player Contract.

“Player Contract” means the Company Player’s terms and conditions that the Company Player accepts prior to opening an account with the Company and/or Affiliate to the Group, as amended from time to time.

“Privacy Policy” means the privacy policy issued by the Group via the [LINK], as amended from time to time.

"Promotional Code" means an alphanumeric code that is made available to the Affiliate to provide to prospective Company Players and which allows us to determine the origin of a Player.

“Process/processing, controller, processor, data subject and supervisory authority”  shall have the same meaning as prescribed in the Data Protection Legislation.

"Qualified Acquisition" means a Company Player who has met one of the following conditions in order to be considered a true value Company Player. The criteria for qualification will be configured by the Group on a campaign basis and includes, but is not limited to, the following actions:

• First deposit amount (channel specific)
• Total deposit amount (channel specific)
• Total handle (channel specific)
• Minimum bet/buy amount (product and channel specific)
• Turnover amount (product and channel specific)
• Revenue amount (product specific)
• Is not a prior or existing customer or Player
• Is subject to the Group’s verification
• Uses a unique Promotional Code

“Related Persons” means any person associated (either directly and/or indirectly with the Affiliate) including any member of the Affiliate’s family, any legal person (of any form or manner) whether incorporated or not, whether directly or indirectly controlled, controlling or under common control by the Affiliate.

“Revenue Share” means commission (%) to be paid to the Affiliate by the Company in accordance with these Terms, based on the Net Revenue earned from the Company Players.

"Site(s)" mean any websites and any other online site or platform that is used, owned, operated or controlled by or on behalf of the Group from time to time.

"Services" mean the service(s) offered by us to Company Players on the Sites from time to time.

"Spam" means any unsolicited email or other electronic communication that you send.

“Tipster Affiliate” means any Affiliate registered to promote any Site who provides sports betting outcome predictions on their Tipster Affiliate Platform.

“Tipster Affiliate Platform” means any Affiliate Channel operated by a Tipster Affiliate for the purposes of directing users to a Site.

“Tracking ID” means the unique identifying code allocated to each Affiliate that assists in identifying the Affiliate’s activities and used to calculate the Affiliate’s Earnings.

“Tracking Link(s)” means one or more Tracking ID’s and feeds (RSS) made available by the Group in the Affiliate Area which you may use to connect Company Players to our Services from your Affiliate Channel or using other Marketing Materials.

“Tracking Tool” means the Company’s customary tracking tool as may be amended from time to time.

“Turnover” means the total money wagered by each Company Player on the Sites during the relevant period, used by the Group to calculate a Player’s activity on a particular product.

“Unqualified Acquisition” means a Company Player who is not considered to be a Qualified Acquisition.

1.2. The clause headings are included for convenience only and shall not affect the interpretation of these Terms.

1.3. Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words prior to those terms.

1.4. Any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists).

1.5. This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.

1.6. Any reference to a statute, statutory provision, ordinance, subordinate legislation, code or guideline ("legislation") is a reference to that legislation and all other subordinate legislation made under the relevant legislation as amended and in force from time to time and to any legislation that re-enacts or consolidates (with or without modification) any such legislation.

2. Signing Up and Registration

2.1. In order to participate in the Affiliate Program and enjoy the accompanying privileges and benefits, you must complete the appropriate affiliate sign up form and relevant application procedure for an Affiliate Account. It is up to the Company’s sole discretion to accept or reject any applicant as an Affiliate or request additional information and/or documentation from the applicant for further review by the Company.

2.2. You and the Company shall mutually agree upon the terms of an Insertion Order which shall confirm the details of the advertising services and Campaign, subject to the Company’s final approval, which details may include among others: the type price model used to determine the Affiliate Earnings, the maximum budget allotted to the Campaign, the Campaign dates, and which shall incorporate by reference these Terms.

2.3. The Affiliate Program is intended for professional website publishers. You represent and undertake that:

2.3.1 if you are an individual, you are 18 years of age or above; and

2.3.2 all information supplied by you when registering and completing the affiliate sign up form is accurate, true and complete in all respects. You shall also provide us with such other information as we may reasonably request from time to time. You acknowledge and agree that inaccurate, incomplete or inadequate information provided by you may cause the delay or retention of payment of your Affiliate Earnings until such time as such information is provided to us. For the avoidance of doubt, we have the right during the registration procedure and at any time thereafter to request for you to complete a KYC procedure for verification purposes. Such KYC documents may include: any documents (in the requisite form) for proof of identity/registration, date of birth or registration, address, tax identification number, ownership, licensing etc. If the Affiliate refuses and/or fails to submit the KYC documents, it will be construed as a withdrawal from participating and/or refusal to participate in the Affiliate Program and therefore the Company may upon its discretion de-activate its Affiliate Account and/or limit its access to the Affiliate Program and/or terminate the Agreement immediately and without notice.

2.4. It is also your sole responsibility to ensure that the laws applicable to you do not prohibit you from participating in the Affiliate Program and performing your obligations hereunder.

2.5. We may require further evidence of identification to verify your application particulars as in our sole discretion consider necessary.

2.6. If there is any change to your registration details as originally supplied by you, you shall notify us of the relevant change without delay. We reserve the right to confirm your application particulars details by any means available to us.

2.7. We reserve the right at our sole discretion, without liability to you, to reject your application without reference to you or assigning any reason thereto.

2.8. Employees of the Group or its related corporations, partners, agents, contractors, representatives and suppliers (including their immediate family members, spouses, partners and housemates) are not eligible to participate in the Affiliate Program.

2.9. The Affiliate Program specifically promotes Sites that do not provide gambling to people residing in territories where said/such activities are prohibited, including but not limited to: the American Samoa, Antarctica, Australia, Bouvet Island, Bulgaria, Cocos (Keeling) Islands, Cyprus, Czech Republic, Denmark, France, French Guyana, French Polynesia, French Southern Territories, Germany, Guadeloupe, Guam, Heard Island And McDonald Islands, Hungary, Israel, Latvia, Libya, Martinique, Mayotte, Netherlands, New Caledonia, Niue, Northern Mariana Islands, Pitcairn islands, Puerto Rico, Republic of Ireland, Reunion, Romania, Serbia, Singapore, Slovakia, South Georgia And The South Sandwich Islands, Syria, Turkey, U.S.Virgin Islands, United States Minor Outlying Islands, United States Of America (the "Prohibited Territories"). The Affiliate is prohibited at all times and shall ensure that any Affiliate Channel, including any Tipster Affiliate Platform, does not target players in these countries whatsoever and you warrant that you do not and will not offer or promote gambling services to players within the Prohibited Territories.

2.10. Upon approval of your application,  we grant to you the non-exclusive, non-assignable, non-transferable right to direct Company Players to the Sites in accordance with these Terms.

2.11. The Affiliate acknowledges that third-party services such as Tipster Affiliate Platform are subject to their own terms and conditions, and the Company shall not be liable for any issues arising from the use of such third-party services.

3. Affiliate Obligations

3.1. You shall in good faith use your best efforts in accordance with industry practises, to actively and effectively execute the Campaign in order to market and promote the Group (as defined in the IO) and its online Services, through the Affiliate Platform and/or the Tipster Affiliate Platform in accordance with these Terms and in turn the Company shall pay you the Affiliate Earnings.

3.2. You give to us the non-exclusive, non-transferable, royalty-free, non-assignable right to use your name and/or trademark for free for the duration of this Agreement so that we may fulfil our obligations under this Agreement.

3.3. You shall ensure (and take adequate and appropriate measures to ensure) that any Company Player referred by you to us are not from Prohibited Territories and is able to lawfully participate in the Services and that any such Company Player shall comply with the rules outlined on the Sites and any legislation or regulations applicable to any member of the Group, or in respect of any Brand, including, but not limited to the Alderney eGambling Regulations and Ordinance 2009, as amended.

3.3. Any player referred by you to us is considered to be a Company Player, and you relinquish all rights and/or ownership to such Company Players and their details once referred to us. Such Company Players shall be registered as Company Players before they are categorised as Qualified Acquisitions or Unqualified Acquisitions (subject to any other applicable criteria).

3.4. You will be solely responsible for the development, operation, and maintenance of your Affiliate Channels (including without limitation for taking appropriate precautions to protect against damage to or destruction of the hardware, software, files and data on your Affiliate Channels) and for your own materials that appear on your Affiliate Channels. For example, you will be solely responsible for ensuring that materials posted on your Affiliate Channels are not misleading, libellous, discriminatory, defamatory, offensive or otherwise illegal. Neither the Company nor any of the Group shall be liable for any such material on your Affiliate Channels with respect to such matters. Further, you will indemnify the Group from all claims, damages, and expenses (including, without limitation, legal fees) arising directly or indirectly out of the content, development, operation and maintenance of your Affiliate Channels.

3.5. The Affiliate Program is intended for your direct participation. You shall not:

3.5.1    open an Affiliate Account on behalf of a third party;

3.5.2    broker an Affiliate Account; or

3.5.3    transfer an existing Affiliate Account to a third party beneficial account owner without the prior written approval of the Company (such approval being solely at the Company’s discretion).

3.6. You must ensure that your Marketing Materials, Affiliate Channel(s), Tracking Links and all other advertising or other promotional activity used by the Affiliate shall comply with all applicable domestic and European legislation, regulations and guidance. This shall include but not be limited to the specific legal frameworks in the jurisdictions specified in Schedule 1 (Jurisdiction specific legal frameworks).

3.7. The Affiliate acknowledges, accepts and confirms that:

3.7.1. The Company will purchase the Affiliate’s services and pay for the Campaign(s) under this Agreement, in order to provide marketing services and/or support to the Group,

3.7.3. The Group may be subject to regulatory supervision and/or bound by the terms of any license issued in their name and under which they are permitted to provide their services in accordance with specific requirements, laws and/or regulations (Requirements).

Breach of this Agreement by YOU in any way, including without limitation to clause 4 (Marketing & Advertisements) and the Schedule 1 (Jurisdiction specific legal frameworks), of these Terms below, shall be considered as material breach and may lead to the breach of the Requirements and therefore may cause high monetary damages and/or fines (governmental or otherwise) to the Group and/or may lead to even the suspension and/or cancellation of their license (if applicable).

3.8. THIS SECTION 3 CONSTITUES A MATERIAL/IMPORTANT SECTION OF THESE TERMS. IF WE IDENTIFY OR HAVE REASONABLE GROUNDS TO BELIEVE THAT YOU ARE IN ANY WAY IN BREACH OF THIS SECTIONS, WE SHALL HAVE THE RIGHT TO TERMINATE THE AGREEMENT IMMEDIATELY WITHOUT ANY NOTICE AND WITHOUT ANY OBLIGATIONS TO PAY ANY FEES (INCLUDING BUT NOT LIMITED TO FEES/COMMISSION/ AFFILIATE EARNINGS) AND/OR DAMAGES (DIRECT, INDIRECT, CONSEQUENTIAL OR OTHERWISE) TO THE AFFILIATE. WE RESERVE THE RIGHT TO TAKE LEGAL ACTION AGAINST THE AFFILIATE IN THE EVENT OF BREACH.

4. Marketing & Advertisements

4.1.You will only use Marketing Materials which have been approved by the Group in writing, and will not alter their appearance nor refer to us in any promotional materials other than those that are available from us or which have been approved by us in in advance in writing.

4.2. We hereby grant to you and you accept a worldwide, revocable, non-exclusive, personal, non-transferable, non-assignable, and non-sub-licensable right to display, use, copy, paste and disseminate,  during the term of this Agreement, to use the Marks and the Marketing Material solely in connection with the display of the Marketing Materials on your Affiliate Channels in accordance with these Terms. You shall not sub-license, assign, transfer, charge, or otherwise encumber the right to use, reference, or designate the Marks to any other party and at all times:

4.2.1. the Marks and Marketing Material remain the property of the Company and as applicable of the Group at all times;

4.2.2. any rights not granted under this Agreement are expressly reserved by the Company;

4.2.3. this Agreement does not confer any right of ownership in the Marks and Marketing Material and/or any of the Group’s brands and/or domain names and IPs and all use therefore by you shall inure to the benefit of the Group; and

4.2.4. If you intend to amend, alter, or modify the Group’s Information and/or functionalities and/or Marks and/or Marketing Material in any way, that were initially provided and/or approved by the Company or the Group, a new prior written approval of the Company must be secured by you.  No such changes shall have effect, unless a prior approval and/or consent is secured.

4.3. Your right to use the Marketing Materials and/or Marks is limited to and arises only out of the licence granted by this Agreement. You shall not assert the invalidity, unenforceability, or contest the ownership of the Marketing Materials and/or Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our rights in the Marketing Materials and/or Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You agree that all use by you of the Marketing Materials and/or Marks is to our sole benefit and that you will not obtain any rights in the Marks as a result of such use. You must notify us immediately if you become aware of the misuse of the Marketing Materials and/or Marks by any third party.

4.4. You shall keep the Group informed of any Affiliate Channels used on a regular basis and shall inform the Group immediately if you are proposing to use any new Affiliate Channel of which the Group was not previously aware and obtain prior written approval from the Group before such use.

4.5. You shall cross-check all marketing databases against all relevant registers which individuals may have registered with to prevent them from receiving marketing communications and shall maintain records evidencing such checks to be produced to the Group upon request.

4.6. You shall not register or attempt to register any domain names, trademarks or names that contain, are confusingly similar to or are comprised of the Marks, and you hereby agree, at your cost, to transfer any such registration obtained by you to us upon demand.

4.7. You shall not purchase 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 Marks, misspellings or variations thereof.

4.8. For the avoidance of doubt, all Intellectual property rights in and to the Affiliate Program, the Sites, the Marketing Materials and the Services vest in and remain the sole and exclusive property of the Group. By accepting these Terms, you agree that you do not gain any rights to any such Intellectual property rights.

4.9. You shall ensure that all marketing communications sent to individuals shall clearly identify the sender of such communications as well as the relevant member of the Group and shall contain simple, free and appropriate means for the recipient to unsubscribe from future marketing communications. You shall immediately notify the Group in the event that You receive, or have a reason to believe You could receive, a complaint from an individual or a competent regulator in respect of data protection and Your marketing practices.

4.10. You shall ensure that all of your marketing activities are professional, proper and lawful under applicable rules, regulations or laws including any laws in relation to the content and nature of any advertising or marketing and you shall also ensure that all marketing is socially responsible and complies with the all applicable laws and regulations including the provisions of Schedule 1 (Jurisdiction specific legal frameworks) and otherwise comply with the terms of this Agreement and You shall not, and shall not authorize, procure, assist or encourage any third party to:

1. Place the Marks and/or Marketing Materials on any online site or other medium where the content and/or material on such website or medium is potentially libellous, defamatory, harassing, deceitful, untruthful, violent, unlawful, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or in breach of any third party rights and shall not link to any such material, which is, in our sole discretion otherwise unsuitable;ii. Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing the Sites, Services or gaming in general to any persons who are less than 18 years of age (or such applicable age as may apply in the relevant jurisdiction);

iii. Infringe any third party's Intellectual property rights;

1. Disparage us or otherwise damage our goodwill or reputation in any way;
2. Copy or otherwise create a site that substantially resembles the "look and feel "of the Sites, or promote a site of this nature, whether in whole or in part, nor utilize any such means or site to create the impression that such sites are in fact the Sites (or any part of such);
3. Frame any page of the Site(s) in whole or in part;

vii. Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any other person;

viii. In any way alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof or otherwise attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in the Affiliate Program;

1. Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the Sites or Services on which any functions or transactions are occurring;
2. Attempt to communicate to Company Players whether directly or indirectly on our Sites to solicit them to move to any online site not owned by the Group or for other purposes without our prior written approval including but not limited to via email or chat boards;
3. Cause a betting pattern of any end-user that is indicative of abuse of the Affiliate Program and associated remuneration structure, and is not consistent with the aims of the Affiliate Program and good faith business opportunities offered therein;

xii. modify links and banner codes provided from time to time in the Affiliate Area. Without prejudice to the foregoing, if you do make any such modification, the Group is not liable for any incorrect tracking or any consequent loss of profit of the Affiliate;

xiii. use the practice of brand bidding, including Google Ads, displays/SEO ads;

xiv. in the case of doorways, using persons’ names and brand names of other companies as keywords. Doorways shall only be accepted with approved pre-landings only.

4.11. If we determine, in our sole discretion, that you have engaged in any of the activities in clause 4.10 above, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Earnings and/or terminate this Agreement immediately, without notice to you.

4.12. Unless agreed with you in writing, the Company will not, in any way, promote the Affiliate.

4.13. For the avoidance of doubt, you are responsible for all costs associated with your marketing and advertisement obligations under this Agreement. We shall not be responsible for any expenses incurred by you unless such expenses have been agreed by us in writing in advance.

4.14. Without prejudice to clause 4.11, we reserve the right to terminate this Agreement immediately without liability if in our sole opinion:

4.14.1. there is any form of spamming and/or cookie stuffing originating and/or any kind of trigger from you or if you advertise our Services in any other way than in accordance with or permitted by the terms of this Agreement.

4.14.2. opening Affiliate Account(s) with the Group, from one IP address or multiple IPs and by your Affiliate link(s), and allow/ offer relatives, friends and other people you know to register by your link(s) or do so yourself.

4.14.3. using instant direct redirect from your or any domain to the Group domain.

4.14.4. publishing false information in order to attract more users, visitors, traffic, the triggering of any and/or potential Company Players.

4.15. You may only offer any form of compensation and/or bonuses and/or promotions to Company Players representing that there may be a welcome/deposit, bonus/ re-deposit bonus, gifts/ gadgets and/or cash rebates or any other form of  compensation and/or bonuses and/or promotion on the Group’s behalf if you have our prior written consent. Where any such consent is granted, you shall ensure that the Group’s promotion/bonus header and terms and conditions for these compensations, bonuses and/or promotions use the Group’s prescribed wording and are communicated and specified in any publication of the same on your Affiliate Channel. Where there is a discrepancy between the terms communicated in your offering of the bonus or promotion and the terms specified to you by us, then we shall without limitation to any other rights and remedies be entitled to recover by way of set off of any commission owed to you or other means, the loss suffered by the Group as a result of your non- compliance with the provision of this Clause 4.15.

4.16.THIS SECTION 4 CONSTITUTES A MATERIAL/IMPORTANT SECTION OF THESE TERMS. IF WE IDENTIFY OR HAVE REASONABLE GROUNDS TO BELIEVE THAT YOU ARE IN ANY WAY IN BREACH OF THIS SECTIONS, WE SHALL HAVE THE RIGHT TO TERMINATE THE AGREEMENT IMMEDIATELY WITHOUT ANY NOTICE AND WITHOUT ANY OBLIGATIONS TO PAY ANY FEES (INCLUDING BUT NOT LIMITED TO FEES/COMMISSION/ AFFILIATE EARNINGS) AND/OR DAMAGES (DIRECT, INDIRECT, CONSEQUENTIAL OR OTHERWISE) TO THE AFFILIATE. WE RESERVE THE RIGHT TO TAKE LEGAL ACTION AGAINST THE AFFILIATE IN THE EVENT OF BREACH.

5. Affiliate Earnings & Payments

5.1. Please take note that we shall not issue any credit to you.

5.2. For tracking, reporting and billing purposes, all conversions or any other relevant actions under any shall be calculated only on the basis of the records, data produced and as per the results of the Company’s Tracking Tool, unless explicitly agreed otherwise between the Affiliate and the Company. The Affiliate Earnings shall be calculated and a report will be produced in accordance with section 6.

5.3. Subject to clause 6.2, each report issued by the Company shall be accepted by the Affiliate as final with no right or power to dispute or challenge it and such report shall prevail at all times over any report that may be produced by the Affiliate.

5.4. When you join the Affiliate Program, your account will be set to our default Affiliate Commission of Net Revenue unless otherwise agreed with the Company’s official representative.

5.5. Should you elect to receive CPA instead, your Affiliate Earnings are per Company Player subject to actual playing for real money after deposit without chargeback, where withdrawal without playing or disproportionate chargeback by your referred Company Players, may at our discretion disqualify your entitlement to CPA earnings.

5.6. Your Affiliate Earnings are personal to you and you shall have no claim to Affiliate Earnings or other compensation on business secured by or through persons or entities other than you. You cannot withdraw payments for or on behalf of a third party.

5.7. The Company reserves the right, at its sole discretion, to change, modify, add or remove, at any time, any criteria applying to any Affiliate Earnings structure (or any part thereof) from time to time, including without limitation, setting any baseline, threshold, minimum deposits/ earning and/or other requirements for Company Players and for the calculations of the Affilaite Earnings, for any reason it deems fit for purpose.

5.8. All Affiliate Earnings payments will be paid to the Affiliate Account you designated in your Affiliate sign up form in the currency of our choice. Payment will be made by wire transfer, NETeller, Skrill, Webmoney or any other method as we in our sole discretion decide; however, we will use reasonable endeavours to accommodate your preferred payment method. The Affiliate acknowledges, represents and warrants to the Company that all payment details made available from time to time in writing, to the Company shall be accurate, correct and up-to-date and that it shall exclusively bear the responsibility to inform the Company in case of any changes that would affect any payments due hereunder.

5.9.The Affiliate agrees and accepts that if any Related Persons have been registered by and/or via the Affiliates will not be paid any Affiliate Earnings for referring themselves or Related Persons.

5.10. Any charges for conversion, processing and delivering payment to you will be deducted from your Affiliate Earnings. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your designated account.

5.11. You shall at all times prohibited to engage to Fraud Traffic activity. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Affiliate Earnings in full, (ii) recalculate them in light of such suspected Fraud Traffic or contravention, (iii) delay payment of the Affiliate Earnings while we investigate and verify the relevant transactions; and/ or (iv) not pay any Affiliate Earnings.

5.12. You acknowledge that any deposit we make of your Affiliate Earnings to your nominated account, or your acceptance of any such payment transfer or other payment from us, will be deemed full and final settlement of the Affiliate Earnings due and payable to you. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Affiliate Earnings, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you or to reduce any future payment in order to bring your Affiliate Earnings into balance.

5.13. Payment requests shall be processed on the 15th day of the month following the month in which the traffic was generated. The Affiliate must meet the following requirements in order to be eligible to receive any payments for the Affiliate Earnings:

5.13.1. the Affiliate has to have a verified Affiliate Account with the Company;

5.13.2. the Affiliate must have signed and executed an IO with the Company;

5.13.3. the minimum payout request for your Affiliate Earnings is 20 euros (or the equivalent amount in the payout currency chosen in accordance with clause 5.5).5.14. Without prejudice to the rights of the parties pursuant to this Agreement, the Affiliate herein agrees that if you are reasonably deemed suspicious in any way, in our sole discretion, or if we suspect that you are in breach of this Agreement, or the occurrence of Fraud Traffic, we reserve the right and we may in our absolute discretion hold over any payment request you make for investigation, and/or to suspend your Affiliate Account, in each case in order to look into and verify the suspicious activities, until the matter is resolved to our satisfaction. For the avoidance of doubt, if any of your activity, is reasonably deemed suspicious in any way. Including without limitation any deduction made by the Tracking Tool which detection shall be enough evidence to be accepted as Fraud Traffic and is hereby accepted as such by you.

5.15. You shall comply with all applicable laws and any policy notified by us to you through our Sites or otherwise in relation to money laundering and/or suspicious transactions.

5.16. You are responsible for paying any applicable taxes arising on your Affiliate Earnings under any laws applicable to you. You undertake to indemnify and free the Company of any responsibility and/or sanctions applicable to the Company in relation to your failure to fulfil your tax obligations.

5.17. You may not offer any incentives to potential Company Players without first obtaining prior written approval from us. In the event that you do not receive such approval but offer such incentives, we reserve the right to cancel your participation in the Affiliate Program, and refuse payment of any previously earned, but unpaid, Affiliate Earnings.

5.18. If your Balance at the end of any month is negative, then unless agreed in writing by the Group, the Negative Carry Over Rule will apply until any net loss is recovered in full from Net Revenues generated in each succeeding month.

5.19. We may ask you in writing to provide us with one or more forms of documentation to verify your identity before we can make a payment to you.

6. Reports

6.1. We will track and report Company Player activity for the purposes of calculating your Affiliate Earnings. The form and content of the reports may vary from time to time in our sole discretion. Generally, you can at your own initiative and timing, generate your own reports regarding the Qualified Acquisitions signed up in a particular period and/or the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement.

6.2. If you disagree with any report we issued , or the Affiliate Earnings payable to you, or do not accept payment for such amounts the following shall apply:

• in the event of any discrepancy of up to 10%, between the Company’s report and any report of the Affiliate, you shall immediately, but no later than 5 calendar days from the date of submission of the Company’s report (Notification Date), send us written notice by recorded  delivery post to Interactive Affiliates Guernsey Ltd, PO Box 142 The Beehive Rohais St Peter Port GUERNSEY GY1 3HT and/or email to [email protected] of your dispute with a clear description of the discrepancy. In the event that you fail to notify us within the appropriate time, then the Company’s Report shall be treated as final and undisputed in accordance with clause 5.2. It is further agreed that the parties shall work together in good faith to resolve the dispute and in case that the parties do not come into an agreement within 5 working days from the Notification Date, then the payment shall be made in accordance with the Company’s Report.
• Any other discrepancies shall be treated in the manner as described in clause 5.2.

6.3. If your Affiliate Account is suspended for a continuous period of 180 days, or you fail to provide us with any documentation requested pursuant to clause 5.19 within 180 days, or funds remain in your Affiliate Account for a continuous period of 180 days with no withdrawals during that time, then your Affiliate Account will become dormant Affiliate Account. We will issue a written warning to you advising that your Affiliate Account is dormant and that unless the position is rectified to our satisfaction, or you provide the documentation requested, in each case within 90 days of our warning; then we reserve the right to charge your account with an administrative fee equal to the total Balance and permanently close your dormant Affiliate Account with no further notice to you.

6.4. In the case of CPA deals, if we do not receive any traffic for a continuous period of 60 days, your Affiliate Account will become dormant. We will issue a written warning to you advising that we will charge your account with an administrative fee equal to the total Balance remaining in your Affiliate Account and if no new traffic is received within the following 30 days, we reserve the right to charge your account with an administrative fee equal to the total Balance remaining in your Affiliate Account and permanently close your Affiliate Account with no further notice to you.

6.5. It should be made clear that any administrative fees shall not exceed the total balance of such dormant Affiliate Account.

7. Term and Termination and Consequences

7.1. This Agreement will take effect upon successful activation of the Affiliate Account, and continues until terminated in accordance with the terms of this Agreement.

7.2. Without affecting any other right or remedy available, either party may terminate this Agreement, without cause at any time, after providing the other party with a forty-eight (48) working hours written notice via email in accordance with clause 11, with 'Termination” in the subject line.

7.3. We may terminate this Agreement and/or any IO, without cause at any time, upon written notice to you.

7.4. We may terminate this Agreement and/or any IO immediately and without notice and without prejudice to any other legal and/or equitable rights available to us, in the event that:

7.4.1. you are unable to complete, execute and deliver your obligations under these Terms;

7.4.2. there are reasonable grounds to believe that you attempt to breach or breaches any part of this Agreement;

7.4.3. we have reasonable grounds to believe that you breach any regulation, rule and/or law of any competent jurisdiction which is applicable to this Agreement and/or IO;

7.4.4.  we determine (in our sole discretion) that any of your Affiliate Channels are unsuitable. Unsuitable sites include, but are not limited to, those that: are aimed at children or vulnerable adults, display pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or violate a third party’s Intellectual property rights;

7.4.5. There are reasonable grounds to believe that YOU, actually have become directly or indirectly involved in any type of fraud and/or Fraud Activity;

7.4.6. We have reasonable suspicion to believe and/or in case of detection of violation of rules and/or guidelines specified by this Agreement, as well as in case of any indications of fraud when conducting financial transactions after the Company Player has made a deposit, we at our absolute discretion without prejudice to any other right and/or remedy available to us reserve the right to cancel such transaction and suspend the flow of funds on the Affiliate Account;

7.4.7. the Affiliate, for any reason, fails to act, in the sole opinion of the Company in good faith and/or for any other reason, which in the sole opinion of the Company merits such termination;

7.4.8. you have an application, order, resolution or other announcement issued against it relating to a voluntary or involuntary liquidation, or insolvency or bankruptcy proceedings.

7.5. For the avoidance of doubt, termination (howsoever caused) of the Agreement will automatically end your participation in the entire Affiliate Program and revocation of all privileges and licences granted hereunder. In particular:

1. You shall no longer be entitled to derive any further Affiliate Earnings from any Company Players, although subject to the terms of this Agreement, the Company shall pay to you Affiliate Earnings accrued prior to the date of termination;
2. You shall no longer be able to access the Affiliate Area except when authorised in writing to do so by the Company for a specific purpose;

iii. You shall immediately stop sending traffic and/or promoting the Sites and all rights and licences given to you under this Agreement will terminate immediately;

1. You shall return all Confidential Information and cease use of any of the Marks and Marketing Materials (including deleting and purging the same from your computer systems);
2. Any provisions as are necessary for the interpretation or enforcement of this Agreement after termination, shall survive any termination or expiry of this Agreement;
3. any links used by the Affiliate for the purposes of this Agreement shall be disable and shall not be operative.

7.6. For the avoidance of doubt, all and any Company Player directed by and/or otherwise connected with the Affiliate to the Group, in the sole discretion of the Company, remain as clients/ players of the Group, irrespective of the termination of this Agreement.

7.7. Subject to the above, termination will not release You from any liability arising from any breach of this Agreement that occurred prior to termination.

8. Warranties and Representations

8.1. You represent, warrant and undertake that:

1. any KYC documents and any information, personal or otherwise, provided or to be provided to us is/shall be true, accurate and up to date and that you will inform us immediately in the event of any changes;
2. You have independently evaluated the desirability of marketing the Sites and Services.

iii. You have independently evaluated the laws that apply to your activities and believe that you may participate in the Affiliate Program without violating any rules or laws applicable to you including but not limited to the Data Protection Legislation.

1. You will at all times act in a professional manner and in accordance with the best practice, using all due skill, care and due diligence as reasonably expected.
2. You are solely responsible for any and all activities that occur under the access to and use of the Services under your username, account number, Affiliate Accounts and password regardless of whether such access and/or use was authorized by or known to you or not.
3. You shall not upload or distribute any files or data that contain viruses, corrupted files or data or any other program, files or data that may affect the operational performance of the Services and/or Site(s).

vii. You shall not use any device, robot, spider, software, routine or other method (or anything in the nature of the foregoing) to interfere or attempt to interfere with the proper functioning of the Services and/or Site(s), information or any transactions offered at the foregoing.

viii. The Company Players that you refer to the Group are lawfully able to participate in the Services under the laws that are applicable to them for the purposes of their use of the Services.

1. The Company Players that you refer to the Group comply with the Group’s general terms and conditions as may be modified from time to time.
2. You shall not post or transmit to any other users, any unlawful, harassing, abusive, threatening, libellous, defamatory, obscene, indecent, deliberating misleading, inflammatory, racially or ethnically objectionable, pornographic or profane material, or any material that could constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise violate any applicable law.
3. You shall not conduct criminal or otherwise unlawful or unauthorized activities and/or allow your account opened with us to be used for any criminal or otherwise unlawful activities including, without limitation, money laundering, under any law applicable to you or us.

xii. The contents and offerings on your Affiliate Channel do not infringe any third party's Intellectual property rights.

xiii. The contents and offerings on your Affiliate Channel (including the manner of offering the same) are consistent (and continue to be consistent) with the Group’s general terms & conditions as may be modified from time to time.

xiv. You shall only use the Affiliate Area, Site, Services, Marks and Marketing Materials in accordance with the express terms of this Agreement.

1. You will at all times comply with any data protection legislation (as may be applicable) in relation to the use of customer and/or Company Player data and contact information. You are considered a controller of personal data for the purposes of this Agreement and shall be solely responsible for full compliance with all legislation, obligations and requests, as required by the Group or by any authority in accordance with applicable EU data protection legislation or any legislation of the jurisdiction in which you and the Group operate.

xvi. You shall take appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and/or marketing databases, and against the accidental loss or destruction of, or damage to personal data and/or marketing databases, including:

1. implementing suitable encryption of personal data and/or marketing database;
2. pseudonymising personal data and/or marketing databases;
3. regularly testing its security measures; and
4. notifying and training staff and sub-processors (if applicable) of obligations under applicable data protection and marketing legislation

xvii. You will at all times comply with any legislation (as may be applicable) in relation to 'cookies'.

xviii. You will at all times comply with any legislation (as may be applicable) in relation to 'spam' or unsolicited emails and contact with customers and/or Company Players.

xix. You will inform Company Players, either through your privacy policy or other means, that tracking technology will be installed on their computers once they click on Group related content.

1. You have all requisite authorisations to enter into the Agreement and to be fully bound hereby and all necessary action has been taken by it in connection hereon. If you are a company or a legal entity, it is duly organized, validly existing and is in good standing under the laws of its jurisdiction of registration. In the event that you are a natural person, you are of legal age and capable of contracting in accordance with applicable laws and is not a person from Prohibited Territories.

xxi. You have obtained all applicable approvals, authorizations, qualifications and/or certificates under any applicable regulatory requirements you are subject to; you have successfully obtained all authorizations and completed all registrations, qualifications and/or requirements of all jurisdictions and regulatory bodies to the extent that such authorisations, registrations, qualifications and/or other requirements are applicable to you and shall maintain them as such and be in strict compliance thereof during the term of the Agreement;

xxii. there are no actions or proceedings pending against you or any of your officers or directors (if applicable), before any Court, administrative agency and/or other tribunal and no director, officer, key employee or members of your senior management has a criminal record or criminal prosecution and/or any investigation pending.

9. Confidentiality and Personal Data

9.1. The Parties agree to keep confidential and not to disclose to any third party any Confidential Information given by the other party under the Agreement including without limitation all the communication, documentation or other information exchanged between them, both during the term of the Agreement as well as after its termination, except as permitted by clause 9 herein.

9.2. Each party may disclose the other party’s Confidential Information:

9.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this clause 9; and

9.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3. Subject to this, the Company and the Group have the right, without prior notice to the Affiliate, to disclose and/or consent to the disclosure of Personal Data, including without limitation to any data connected to confidential information and/or details of the transactions of the Affiliate (i) in order to comply with the requirements of the regulatory authorities they are bound and regulated by, and/or (ii) to its auditors/consultants, companies belonging to the group of companies the Group and the Company belong to and/or to any other company which may be directly or indirectly controlled by the Company, for the purpose of facilitating the performance of the Agreement, provided that they are informed and committed to the confidentiality of the information communicated. All of the Affiliate’s Personal Data shall be processed in strict accordance with the provisions of the Data Protection Legislation.

9.4. No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement (Permitted Purpose).

9.5. Each party shall, at its own expense, ensure that it complies with and provides any assistance that may be required to the other party to comply with the requirements of Data Protection Legislation and regulatory requirements in force from time to time relating to the use of personal data. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

9.6. During the term of this Agreement, you may be entrusted with Confidential Information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, Affiliate Earnings earned by you). You shall not disclose or permit unauthorized use of any such Confidential Information to any third parties without our prior written consent and you will use the Confidential Information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.

9.7. The Company reserves the right to inform a Company Player that he is under an Affiliate.

9.8. In order to comply with regulatory requirements, the Affiliate acknowledges and agrees that nothing in this Agreement shall prohibit or restrict the Group from reporting the details of any affiliate (including the Affiliate) or transaction hereunder to any applicable regulator or pursuant to any applicable legislation.

9.9. The Group may disclose to third parties any information relating to your Agreement with us and other information disclosed by you to us, in so far as is necessary for use by i) any other member of the Group; ii) payment settlement service providers, data verifiers, marketing and operational service providers and financial institutions, to the extent necessary for the completion of payments, online and offline marketing campaigns, facilitate the opening of new accounts, customer services and fraud prevention for services provided through our Sites; or iii) to any auditors, contractors or other advisers auditing any of the Group's business processes; or iv) under compulsion of any applicable law or regulation.

10. Indemnity, Disclaimers and Limitation of Liability

10.1. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE PROGRAM, OUR SITES, ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITES, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.

10.2. We may, in our sole discretion, use any available means to block, restrict, remove or discount from your tracker, certain Company Players, deposits or play patterns or reject the applications of potential Company Players and/or affiliates so as to reduce the number of fraudulent or unprofitable transactions for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention.

10.3. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, advisers, agents, representatives, employees, vendors or suppliers of the Sites or Services other than as provided under this Agreement.

10.4. WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES TO THE AFFILIATE OR ANY PERSON (INCLUDING WITHOUT LIMITATION, ANY PAYMENT FOR LOST REVENUES, LOST DATA, LOST PROFITS OR LOSS OF GOODWILL), WHETHER FORESEEABLE OR NOT, FOR ANY CAUSE WHATSOEVER WHETHER OR NOT CAUSED BY OUR NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. UNDER NO CIRCUMSTANCES WILL ANY FORECASTS BY US BE BINDING AS COMMITMENTS OR PROMISES BY US AND/OR GIVE RISE TO ANY LIABILITY. IN NO EVENT WILL WE OR OUR PARTNERS/CLIENTS TOTAL LIABILITY TO YOU OR TO ANY OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CUASES OF ACTIN ARISING OUT OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY OR OTHERWISE) EXCEED THE ONE (1) MONTH’S AFFILIATE EARNINGS, FEES, PAYOUT AMOUNT AND/OR PAYMENT (CALCULATED AS THE AVERAGE MONTHLY AFFILIATE EARNINGS EARNED BY YOU OVER THE PREVIOUS THREE (3) MONTHS) DURING ANY TWELVE (12) MONTHS PERIOD.  THIS LIMITATION APPLIES DESPITE THE AMOUNT OF INJURIES CAUSED BY AND THE NUMBER OF SEPARATE OCCURRENCES OF LIABILITY DURING ANY TWELVE MONTH (12) PERIOD. However, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.

10.5. All promotions can only be claimed once per person, household, family, household address, email address, credit card number, or shared computer environment such as a library, workplace, fraternity, university or school.

10.6. The Group does not accept liability for the content or accuracy of external websites.

10.7. You shall defend, indemnify, and hold the Company and the Group, and its directors, employees and representatives harmless from and against any and all liabilities, omissions, losses, damages and costs, including legal fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation or term contained in this Agreement, (b) the performance of your duties and obligations under this Agreement, (c) your negligence, (d) Fraud Traffic attributable to you or your referred Company Player or (e) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of the Affiliate Area, Sites, Services, Marks, Marketing Materials and any other part of the Affiliate Program.

10.8. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with the breach of any applicable Data Protection Legislation by you, your employees or agents.

10.9. In each event of breach or non-compliance, in addition to any other remedy that we may have under these Terms or applicable law, including the indemnity in clause above, we shall also have the right, at any time, to seek damages from you for any new or continuing violation of any of the above provisions and to terminate your Agreement with us.

10.10. In the event of any claim against US, in relation to or in connection with the Agreement, WE reserve the right, at OUR sole discretion, to withhold wholly or partly any amount from the Affiliate Earnings/ payout, and such amount shall not be rendered payable, in order to offset any costs, suspected or anticipated costs associated with any potential or pending regulatory or legal actions.

11. Miscellaneous

11.1. All notices pertaining to this Agreement will be given by us by email to the address provided by you in the affiliate sign up form (or as subsequently updated by you to us in the event of change), and by you to us to [email protected]. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.

11.2. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you and us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

11.3. You understand that we may at any time (directly or indirectly), enter into marketing terms with other affiliates on the same or different terms as those provided to you in this Agreement and that such affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from any of the Sites to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.

11.4. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-licence or deal in any other manner with this Agreement or any rights under this Agreement, or sub- contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee. WE may at any time assign, transfer, subcontract or sub-license, or deal in any other manner with, in whole or in part the Agreement or any of its rights or obligations hereunder determined.

11.5. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.

11.6. This Agreement embodies the complete Agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior Agreement or understanding between the parties in relation to such subject matter. Unless approved by our internal legal processes, no modifications, additions, deletions or interlineations of this Agreement are permitted or will be recognized by us. None of our employees or agents has any authority to make or to agree to any alterations or modifications to this Agreement or its terms.

11.7. Except insofar (and only to such extent) as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under any law or statute to rely upon or enforce any term of this Agreement.

11.8. For the avoidance of doubt the benefit of this Agreement shall not transfer to any personal representative, successors and permitted assigns on the demise of the Affiliate.

11.9. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

11.10. Our rights and remedies hereunder shall not be mutually exclusive, that is to say that the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree 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; we may seek enforcement or compliance by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, its being the intention of this provision to make clear that our rights shall be enforceable in equity as well as at law or otherwise.

11.11. Our relationship is of an independent contractors basis, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

11.12  Other than any Group Company, no person and/or entity who is not a party to this Agreement shall have any right to enforce any term of this Agreement.

11.13 If any clause in the Agreement (or any part thereof) is rendered void or unenforceable by any court or authority of competent jurisdiction then all other provisions of the Agreement will remain in full force and effect and will not in any way be impaired. With respect to the provision which is rendered void or unenforceable the parties shall agree a replacement provision which is as close as is legally permissible to the provision found invalid or unenforceable.

11.14. During the term of the Agreement and after, you shall not in any way directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements with regards to us, any Group Company, any of their respective business interests which includes the Affiliate Program.

11.15 Any provisions hereof which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose

12. Force majeure

A party shall not be liable for any failure to perform its obligations under this Agreement if that failure is beyond the reasonable control of that party including as a direct result of "Acts of God", nature, a federal, state or local governmental agency, war, civil disturbance or the inability or refusal of a common carrier to provide communications capabilities. The affected party shall promptly notify the other parties of the nature and extent of the circumstances giving rise to an event of Force Majeure. If the event of Force Majeure in question prevails for a continuous period in excess of three months after the date on which it began, any non-affected party may give notice to the affected party terminating this Agreement. The notice to terminate must specify the termination date, and once a notice has been validly given, this Agreement will terminate on the termination date set out in the notice. Any unsettled amounts under the Agreement and/or IO shall be settled as soon as possible by the affected party.

13. Governing Law and Jurisdiction

13.1. This Agreement (including any variation or modification thereto) and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Guernsey without giving effect to conflicts of law principles.

13.2. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the laws of arbitration in Guernsey, as amended from time to time, and the provisions of which are deemed to be incorporated herein by reference. The decision of Guernsey arbitration shall be binding upon both parties. If the parties fail to agree on the appointment of an arbitrator within 7 business clear days, then the competent authority in Guernsey shall appoint an arbitrator:

(a) the number of arbitrators shall be one.

(b) the sear or legal place of arbitration shall be Saint Peter Port.

(c) the language to be used in arbitral proceedings shall be English.

13.3. You irrevocably waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.  

Schedule 1 – Jurisdiction specific legal frameworks

Pursuant to clause 3.6 of these Terms, you must ensure that your Affiliates’ Marketing Materials, Affiliate Channel(s), Tracking Links and all other advertising or other promotional activity used by the Affiliate shall comply with all applicable domestic and European legislation, regulations and guidance. This shall include but not be limited to the following in the specific legal frameworks in the following jurisdictions:

(a) marathonbet.co.uk (UK) site

If you have agreed via your Affiliate Account with the Group to promote the Marathonbet.co.uk (UK) Site, you shall read and comply with the following at all times with:

Advertising Standards Authority and the Code of Practice provisions of Part II of the Gambling Commission of Great Britain's 'Licence Conditions and Codes of Practice' from time-to-time) CAP Code

Guidance on the rules for gambling advertising

Gambling Industry Code for Socially Responsible Gambling

(b) marathonbet.es (SPAIN) site

If you have agreed via your Affiliate Account with the Group to promote the Marathonbet.es (SPAIN) Site, you shall read and comply with the following at all times:

Código De Conducta Sobre Comunicaciones Comerciales De Las Actividades De Juego Real Decreto 958/2020

In addition to the legislative and regulatory requirements set out above, if you act as a Tipster Affiliate in any way you shall at all times make a report available on your Affiliate Channel that outlines your actual spend on bets on the sports bets that you have recommended and/or predicted on any Affiliate Channel in accordance with Real Decreto 958/2020 Article 27 (“Report”). You shall ensure that the Report shall:

• be updated within 24 hours of a new recommendation and/or prediction being added to any website;
• be freely downloadable and easily located on your Affiliate Channel; and
• be in a clear and accessible format (e.g. Microsoft Excel document specifying the bets, stake and returns); and the data contained in the Report shall be verifiable as true and accurate reflection of the Tipster Affiliate’s bets placed with the Group.

If you act as a Tipster Affiliate, then in doing so, you shall only push website traffic to a Site from your Tipster Affiliate Platform after you have received clear written approval to do so from the Group at [email protected] (the “Written Approval”), and you shall comply with any restrictions as to the website traffic pushed to a Site which are specified in the Written Approval.

(c) marathonbet.it (ITALY) Site

If you have agreed via your Affiliate Account with the Group to promote the Marathonbet.it (ITALY) Site you shall:

• read and comply with the terms of Article 9 of the Decree-Law no. 87/2018, converted into Law no. 96/2018 (Dignity Decree). Your Affiliate services, as indicated by the Authority for guarantees in communications at point 5.6 of its Guidelines (attached to Resolution 132/19 / CONS), must be non-misleading, transparent and not constitute a form of advertising; and
• ensure that its Affiliate Channel only displays information, marketing or advertising materials on gaming operators who hold a gambling license issued by the Italian competent authority (Customs and Monopoly Agency, ADM). The Group may reject your application to hold an Affiliate Account or terminate your existing Affiliate Account in the event that you promote or provide information on operators or sites that are not licensed.

(d) marathonbet.dk (DENMARK) Site

If you have agreed via your Affiliate Account with the Group to promote the Marathonbet.dk (Denmark) Site you shall read and comply with the following at all times:

Danish Gambling Authority’s guide on sales promotion

The Danish Gambling Authority’s guide on duty of disclosure when marketing and advertising gambling