Leo Vegas Affiliate Partner Terms and Conditions

Version No. 1.2
July 2015

1.0. Please see below a glossary of relevant terms and definitions in relation to an affiliate agreement with LeoVegas:

The Website and the games are offered by LeoVegas. In these T&Cs “LeoVegas” refers to all companies forming part of the LeoVegas Mobile Gaming Group and particularly Mobile Momentum N.V. (previously Leo Marketing N.V.), a company incorporated in Curaçao, having its registered office at Emancipatie Boulevard 29, Curaçao, holding company registration number 131499, and with services provided being licensed and regulated in Curaçao – Mobile Momentum N.V. is wholly owned by LeoVegas International Ltd, a company incorporated in Malta and construed in accordance to the laws of Malta.

LeoVegas is trading under the name www.leovegas.com. Any reference to LeoVegas or www.leovegas.com shall be construed as a reference to the LeoVegas Mobile Gaming Group. LeoVegas is operating under licences issued and regulated by the Malta Gaming Authority of Malta (“MGA”), the UK Gambling Commission (“UKGC”), and the Danish gambling authority Spillemyndigheden (“DGA”). LeoVegas is also in possession of a Curaçao licence. For further information about the MGA in Malta please go to www.mga.org.mt. For further information about the UKGC please go to http://www.gamblingcommission.gov.uk/. For further information about the DGA please go to https://spillemyndigheden.dk/en. Click here to read the Denmark terms and conditions if you are a Danish-registered entity.

It is solely Your responsibility to comply with all advertising guidelines and legislation in the relevant markets for the term of this Agreement, including but not limited Malta (www.mga.org.mt), the UK (http://www.gamblingcommission.gov.uk) and Denmark (https://spillemyndigheden.dk/en). These links are provided solely for informative purposes and shall not, under any circumstances, be construed as advice provided by LeoVegas as to your advertising obligations, nor shall LeoVegas be held responsible for the accuracy or completeness of their contents. If You have, intentionally or otherwise, through any act or omission, breached any of Your obligations in relation to the MGA, UKGC, or DGA, LeoVegas reserves the right to take any action it deems necessary, depending on the nature of the breach, including but not limited to an action for damages, injunctive relief, withholding any payment due to You retrospectively, or terminating this Agreement.

For the avoidance of doubt, Your acceptance of this Agreement forms a contractual relationship between You and Mobile Momentum N.V. This Agreement shall supersede, and be read in conjunction with, any other document or agreement entered into between You and LeoVegas in relation to the affiliate relationship.

For the avoidance of doubt, Your acceptance of this Agreement forms a contractual relationship between You and Mobile Momentum N.V. This Agreement shall supersede, and be read in conjunction with, any other document or agreement entered into between You and LeoVegas in relation to the affiliate relationship.

1.1 Affiliate
Someone who has registered and been accepted by LeoVegas as an Affiliate of the LeoVegas Affiliate Program.

1.2 Affiliate Program
The Affiliate Program operated by LeoVegas.

1.3 This Agreement
This Agreement replaces all previous terms and conditions for the affiliate program.

1.4 Chargeback
The reversal of a payment made previously to LeoVegas by a Player or the credit card issuing bank or any other third party payments solution provider. Chargebacks are regarded as fraud for the purposes of calculating net revenues.

1.5 Commission
Commissions will be paid as outlined below.

1.6 Customer / Player or Active Customer / Player
An individual referred / directed by You in any appropriate manner to a Product or service provided by LeoVegas who can be linked to Your unique Leo Vegas Affiliate account / identity who registers a customer / player account with LeoVegas. By opening an account with LeoVegas, that Customer will become our Customer and, accordingly, all LeoVegas’s rules, policies, and operating procedures will apply to them.

1.7 Fraud
A deception which in the sole opinion of LeoVegas is deliberately practiced by a Player and/or an Affiliate in order to secure a real or potential, unfair or unlawful gain and shall include Fraud Costs.

1.8 Fraud Costs
The costs incurred (financial or otherwise) by LeoVegas as a direct or indirect result of Fraudulent Activity by Yourself, Your employees and/ or Customers whom You, as an Affiliate, have introduced to Our Products.

1.9 Product
An online gaming or sportsbook product (including casino, poker, bingo, rummy and sports betting) for which professional services are rendered by LeoVegas.

1.10 Second-Tier Affiliates (Sub Affiliates)
An individual and/or entity that You direct in any appropriate manner to LeoVegas and who can be linked to Your unique Affiliate account / identity, which person or entity becomes an Affiliate of LeoVegas.

1.11 Spam
Unwanted and unsolicited email sent indiscriminately to one or more mailing lists, individuals, or newsgroups. This practice is strictly prohibited by any LeoVegas Affiliate or Partner.

1.12 This Agreement/ These Terms of Use / This Terms of Use Agreement.

1.13 Us/ We/ Our
The LeoVegas Mobile Gaming Group and all related brands including LeoVegas Online Casino, LeoVegas Mobile Casino, LeoVegas Rush Poker and LeoVegas Sport.

1.14 You/ Your/ Member
You in Your capacity as a Leo Vegas Affiliate and Partner.

2.0 Terms of Use of this Agreement

Your use of this website / affiliate portal or any other domain that may be registered by any company within the LeoVegas Mobile Gaming Group (collectively, the “Site”), during the course of this Agreement, and all information, data, text, software, information, images, sounds or other materials (collectively, the “Content”) contained therein, confirms your acceptance of this Agreement and is subject to Your continued compliance with the terms and conditions of this Agreement. We urge you to not register with the LeoVegas Affiliate Program if Your website is unsuitable. We reserve the right to immediately terminate the Agreement if Your site is determined by Us to be unsuitable. See paragraph 6.4 below for a list of some of the types of sites that we regard as unsuitable.

3.0 LeoVegas Affiliates: Your Rights and Obligations

3.1 Appointing You as an Affiliate
Your application will be reviewed on submission and we will notify You in a timely manner of Our acceptance or rejection of your application to become a LeoVegas Affiliate. On acceptance, We shall and hereby grant You a non-exclusive right to direct Customers to LeoVegas websites and/or Our Products’ websites and services, in accordance with the terms and conditions of this Agreement. We intend to and shall contract with and obtain the assistance of others at any time to perform services of the same or similar nature as Yours.

3.2 Licence to use Intellectual Property
On registration We grant You a non-exclusive, non-transferable licence, during the term of this Agreement, to use Our trademarks, service marks, trade names, logos, designations, copyrights and other proprietary rights (“Intellectual Property”) solely in connection with the display of the banners and relevant, appropriate content on Your site. For the avoidance of doubt, You may not use Our Intellectual Property as keywords or other similar content in any mobile applications. This right of use of intellectual property may also be subject, at LeoVegas’s sole discretion, to a written agreement signed by both Parties detailing any other terms which LeoVegas at its sole discretion deems appropriate, such as any payment terms, methods of giving notices, other rights and obligations of both Parties and including a term during which You are allowed to make use of such Intellectual Property provided you abide by the terms set forth by Us which shall be clearly stated within such agreement. Failure to sign or otherwise abide by such an agreement should LeoVegas so require You to will constitute a direct violation of these terms and conditions and will result in Your account being placed under review immediately.

3.3 Register Players / Customers
We will register Players / Customers and will track their gaming activity. LeoVegas has the right to refuse Customers (or to close their accounts) if necessary to comply with any requirements that they may periodically establish.

3.4 Financial reporting on player / customer activity
We will track Players gaming activity. The style, form, content and frequency of generated reports may, at Our discretion, vary from time to time. You will be provided with remote online access to generated reports of Player activity and the commission attracted by that activity. To gain access to these online reports You will need to use your username and password as provided to you by LeoVegas. We will provide You with a unique tracking link but it is Your responsibility to ensure that the tracking links You use are in the correct syntax. We cannot track players referred by You if the links You use are incorrect, so it is vital that You make sure to copy the code exactly as presented in the LeoVegas Affiliate centre. We will not be liable to pay Commission on any Players who are not tracked due to modified tracking codes or links.

3.5 Commissions
Based on income earned through the promotion of LeoVegas Products and services and by players referred by You, We will facilitate payment of agreed Commissions. We reserve the right to change payment options and payment terms at any time and for any reason. See paragraph 5 below in relation to Commission.

3.6 Modification of this Agreement
We may amend, alter, delete, interlineate or add to any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Commissions, fee schedules, payment procedures, and referral program rules. Any amendments, alterations, deletions, interlineations or additions to this Agreement shall be effective immediately upon notice, by display on the Site (hereinafter, “Notice”). Your use of the Site and/ or continued marketing of Us or Our Products after such Notice is given to You will be deemed acceptance of such amendments, alterations, deletions, interlineations or additions or the new Agreement should this Agreement be replaced in its entirety. Be sure to review this Agreement periodically to ensure familiarity with its most current version. PLEASE NOTE: NO PURPORTED MODIFICATIONS, AMENDMENTS, ALTERATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT BY YOU ARE PERMITTED OR WILL BE RECOGNIZED BY US. No employees, officers or agents of LeoVegas may verbally alter, modify or waive any provision of this Agreement.

4.0 Your Rights and Obligations

4.1 Your Warranties
By applying to be registered as a LeoVegas Affiliate, You warrant the following:
– the information You provide Us on registration is complete, valid and truthful;
– in the event You are a juristic person, the person submitting the application has the full right, power and authority to enter into this Agreement on behalf of such entity; and
– the execution of this Agreement by such person, and the performance by You of Your obligations and duties hereunder, do not and will not violate any agreement to which You are a party or by which You are otherwise bound.

4.2 Spam
Please note that Affiliates of LeoVegas undertaking activities that may be categorised as Spam, face severe consequences. In the giving of effect to this Agreement You may not, either directly or indirectly, be a party to the generation, processing, dissemination or the like of Spam.

We consider any unsolicited, unexpected, or unwanted SMS text message sent to the mobile subscriber in order to extort their valuables from them or to mislead them, or any message originating from someone you have not authorized to have your mobile number to be Spam.

Our users specifically agree NOT to send out any SMS messages to any mobile subscribers without the express written consent of LeoVegas or use Bulk SMS Sender to send Spam. Once such consent has been granted by LeoVegas, SMS messages may only be sent by Affiliates if they comply with the following principles:

No false, invalid or misleading information in the subject line or the body of SMS message should be sent using Bulk SMS Sender.
No SMS must be sent to mobile subscribers without having previously obtained her/his consent.
Text displayed must clearly state or illustrate the service that is offered.
Marketing campaigns must clearly identify who is providing the service (originator) and clearly state the expense of the service promoted.

An Opt-Out option should be present in all SMS messages sent out, allowing the Customer to choose to no longer receive the message/campaign effective immediately.
Additionally, unsolicited e-mail, sending unsolicited e-mail messages, unsolicited bulk e-mail or any e-mail classified as “Spam” is strictly and explicitly prohibited. Any volume of unsolicited e-mail is prohibited, and also considered as Spam. You must ensure that all email recipients have “opted-in”, meaning that they have consented to receiving emails from You. All E-Mails must also include an “opt-out’ so that the recipient may choose to inform You that he/she would like to stop receiving e-mails and that you no longer have their consent to do so. Once a recipient opts-out, You are prohibited from sending any further e-mails to that recipient. The usage of harvested e-mail address is expressly prohibited, and therefore You should not use any software or providers which will automatically generate email lists by harvesting e-mail addresses from the Internet, websites, forums or e-mail correspondence. You must also ensure your e-mail “from”, “return to” or “reply to” (sender) address or addresses are valid.
Complaints related to Spam are seen in direct violation of these terms and conditions and may lead to the immediate suspension of your service and possible closure of your account.
Any form of Spam whatsoever will result in Your account being placed under review immediately and any commissions due to You being withheld pending an investigation. If LeoVegas incurs expenses and/ or damages in dealing with such Spam generated mail or being blocked by third party Internet Service Providers these same expenses and/ or damages will be deducted from Your account. If this occurs the amount of such expenses and/ or damages will be deemed fair and final and acceptable to You. Should these expenses and/ or damages not be covered by funds in Your account we have the right to investigate other alternative means for obtaining payment from you. Should your account not be active nor be generating profit through commission payments We shall have the right to demand payment from You.
Should You require more information regarding Our Spam policy, please contact us at spamreport@leovegas.com.
Should You wish to report any incidences of Spam, please contact us at spamreport@leovegas.com.

4.3 Marketing Material
Once successfully registered as an Affiliate of LeoVegas, You will have access to LeoVegas banners, text and/ or other online and offline promotional materials and trademarks (collectively “Approved Marketing Material”). You may place said materials on Your site, and/ or utilize them via e-mail and/ or direct marketing and/ or print media but You may not include any LeoVegas related trademarked material as keywords for any mobile applications. These are the designated methods by which You may advertise on behalf of LeoVegas. You may not alter any of the Approved Marketing Materials or make use of other marketing materials without Our prior written consent. Should You be in any doubt, please contact affiliates@leovegas.com -before publication. All Approved Marketing Material must be kept current and You shall utilize new Marketing Material forthwith after it is made available to You by Us. A breach of this clause 4.3 in any shall entitle Us to terminate this Agreement with immediate effect.

4.4 Affiliate Appointment
You hereby accept the appointment as an Affiliate partner of LeoVegas in terms of clause 3.1 above. You acknowledge that this Agreement does not grant You an exclusive right or privilege to assist Us in the provision of services arising from Your referrals. You shall have no claims to Commissions or other compensation on business secured by or through persons or entities other than You.

4.5 Approved Layouts
In the absence of Our prior written approval, You will only be permitted to use Our Approved Marketing Material as made available at the LeoVegas Affiliate Centre, or as supplied directly to You by Us, and will not alter its appearance nor refer to Us, Our Products or Our/ their partners in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by Us and constitute the only authorized and permitted representation of Our Products sites.

4.6 Good Faith / Ethical Conduct
You will not knowingly benefit from known or suspected traffic not generated in good faith, including via Spam or through the use of LeoVegas’ trademarked material as keywords in mobile applications, whether or not it actually causes damage to LeoVegas. Fraudulent activity will result in LeoVegas retaining commissions and Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you, either current or future, under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge. Even if you have not knowingly generated such traffic, we reserve the right to withhold referral fees with respect to such traffic.

4.7 Responsibility for Your Site and/or Marketing Methods and Activities
You will be solely responsible for the development, operation, and maintenance of Your site and/or Marketing methods and activities and for all materials that appear on Your site and/or distributed via Your Marketing methods and activities. For example, You will be solely responsible for ensuring, amongst other things, that materials posted on Your site are not libelous or otherwise illegal. In the case of Approved Marketing Material You are required to ensure that all news, offers and promotions in relation to LeoVegas are current and up to date.

4.8 Copying of Sites or Theft of Site Content
Due to an increase in complaints regarding the above, if it can be proven that affiliate earnings have been lost due to an incident of copying theft, revenue generated by the offending affiliate may be paid to the aggrieved party. Complaints should be sent to affiliates@leovegas.com -for investigation.

4.9 Licence to use Intellectual Property
The licence granted to You in terms of clause 3.2 above may not be sub-licensed, assigned or otherwise transferred by You to any third party without our prior permission. You shall not during the term of this Agreement nor at any time thereafter assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice Our rights in the Intellectual Property, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

4.10 Restrictions – You
– are not permitted more than one LeoVegas Affiliate account.
– shall not earn Commission on the Net Win and/ or Net Rake of any Second-tier Affiliate if, in the case that You are a legal person, they are Your employee, director, shareholder or agent or, in the case that You are a natural person, they are Your employee, agent or direct family member.
– shall not earn Commission on the Net Win and/ or Net Rake on Your own Customer Account nor on the Customer Account/s of Your employees or family members.
If You or Your employees sign up as a Customer at one of Our Products We shall have the right to terminate this Agreement.

4.11 Confidential Information
Except as otherwise provided in this Agreement or with the consent of any other parties hereto, all parties agree that all information, including, but not limited to, the terms of this Agreement, business information and technology concerning Us or You, respectively, or any of Our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Affiliates. During the term of this Agreement, You may be entrusted with Confidential Information relating to the business, operations, or underlying technology of LeoVegas and/ or the Affiliate Program (including, for example, Commission earned by You under the Affiliate Program). You agree to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless you have Our prior written consent and that You will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.

4.12 Data Protection
You shall comply with any relevant data protection laws in the jurisdiction in which You are domiciled and any jurisdictions in which You operate.

4.13 Money Laundering
You may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities.
It is recorded that some jurisdictions in which We operate have strict laws on money laundering that may impose an obligation upon Us to report You to the federal or local authorities within such jurisdictions if We know, suspect or have reason to suspect that any transactions in which You are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the LeoVegas Affiliate Program to facilitate criminal activity.
If we have any knowledge or suspicion envisaged for points 4.11, 4.12 and/or 4.14 We may (a) immediately suspend, deregister or terminate Your membership of the Affiliate Program; and/ or (b), in our absolute discretion, not pay You any funds due to You as Commission.
We reserve the right to report you to the aforementioned federal or local authorities should we, in our absolute discretion, determine that we are obliged, by law, to do so.

4.14 Limitations of Advertising
The use of domain names, brand names or any bid made by you to any Internet search engine or mobile application on keywords including without limitation, Leovegas, LeoVegas, LeoVegas Casino, LeoVegas Sport or LeoVegas Poker trademarks, variations thereof or words that are confusingly similar, shall be considered to be a breach of the good faith provisions contained in LeoVegas Affiliates Terms and Conditions (see point 4.6). You may not place digital advertisements on websites providing unauthorised access to copyrighted content. Should You do so, LeoVegas shall terminate this Agreement with immediate effect and shall retain the right to take any further action against You which it deems necessary, including but not limited to injunctive relief, compensation for any damages suffered by LeoVegas, or any other additional remedy to which LeoVegas is entitled.

4.15 Limitations of URLs
The use of Leo Vegas brand names, including without limitation Leovegas, LeoVegas, Leo Vegas, LeoVegas Casino, LeoVegas Sport or LeoVegas Poker trademarks or any variation of these names or any use of any words that are confusingly similar, in affiliate URLs is restricted. Brand name may not be used in a derivative URL or Subdomain. Examples:

www.yoursite.com/leovegas.html – ALLOWED
leovegas.yoursite.com – NOT ALLOWED
http://www.yoursiteLeoVegas.com/ – NOT ALLOWED
Any infringement of the above guidelines shall be considered to be a breach of the good faith provisions contained in LeoVegas Affiliates Terms and Conditions (see point 4.6).

4.16 Restricted Territories
Please note that individuals who are residents of France, Spain, Italy, Belgium, Afghanistan, Curaçao, Cyprus, Ethiopia, Iran, Iraq, Kuwait, Somalia, Syria, U.S.A or Yemen or any other jurisdiction where participation would be in conflict with any applicable law are not allowed to register and play at any of the LeoVegas sites. LeoVegas reserves the right to take legal measures against You should You advertise LeoVegas to any individuals within the abovementioned jurisdictions.

4.17 Restricted Terms
The use of the term ‘Rakeback’ when promoting LeoVegas Products and services is prohibited. Any infringement of this term shall be considered to be a breach of the good faith provisions contained in LeoVegas Affiliates Terms and Conditions (see point 4.6).

4.18 Information Security
You are obliged to abide by the LeoVegas Information Security Policy at all times.

5.0 Commission:
During the term of the Agreement, we will pay you commission on a Revenue Share basis, based on Income generated by Your referred players and through the continued promotion of LeoVegas Products and services. The Affiliate Commission structure is outlined below.

We reserve the right to change such Affiliate Commission Structure at any time without notice.

5.1 Calculation of Affiliate Commission
Revenue Share is calculated as follows.
Earnings between €0.01 and €5000 – 25% Net Win across all Products by Referred Players.
Earnings between €5000.01 and €15,000 – 30% Net Win across all Products by Referred Players.
Earnings between €15,000.01 and €30,000 – 35% Net Win across all Products by Referred Players.
Earnings over €30,000.01 – 40% Net Win across all products by Referred Players.

5.2 Calculation of Sub Affiliate Commission
Sub affiliate commission is calculated as 5% of the total commission received from your Sub Affiliates.

5.3 For the purposes of clause 5.1
The following terms shall have the following meanings

5.3 (a) Fraud
Any conduct that LeoVegas in its sole discretion determines to be fraudulent conduct which includes, but is not limited to:
A chargeback executed by a Player.
Bonus abuse by Player or group of Players.
Encouragement by you (or third party) to a Player to abuse Our bonus offers.
Collusion on the part of the referred Player with any other Player or Players.
Offering or providing unauthorised incentives (financial or otherwise) by you or any third party to Players to encourage them to sign up.
Dropping or stuffing cookies.
We have and reserve the right to pass on any Fraud Costs to Your account and/or terminate this Agreement at our discretion.

5.3 (b) Referred Player
A player who has accessed any of the LeoVegas Products and registered for a cash account directly through one of Your affiliate links.

5.3 (c) Gross Win
The total revenue generated by all LeoVegas Products as a result of all bets and/or deposits by players introduced to the casino by You.

5.3 (d) Admin Fee
The value of free credits, fraud adjustments or cash handed out to players by the casino or any other direct costs incurred to maintain the loyalty of a player (e.g. the cost of a gift to a player)

5.3 (e). Progressive Contributions
A percentage of revenue generated on any progressive game that is paid over by the casino into the network’s progressive pool.

5.3 (f) Net Win
Net Win = Gross Win minus bonuses, fraud costs, progressive contributions and any other network fees.

5.3 (g) Balances carried over
In the calculation of Commission where Net Win is negative due to Customer winnings and/ or Admin Fees and/ or Cash Items and/ or Progressive Contributions said balance will be set to zero. A negative balance due to Fraud costs will however be carried over where applicable.

5.4 Commission Payment
We endeavour to process the Commission earned by You in the previous calendar month on the 15th following month. We shall not be liable to You in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising.

5.5 Payment Options
Payment shall be made by Us to You by way of the method selected by You on registration, at the market exchange rate of the day of payment should currency exchange be necessary. Should You fail to register a valid payment method either upon registration or acceptance of these Terms and Conditions, LeoVegas will contact You to inform You to update Your details. Failure to respond or update Your Payment details after a period of three months will result in This Agreement being terminated as per point 6.0.

5.6 Qualifying Balance for Payment
Referral fees will be based upon our good faith calculation based on our statistics. Affiliates will only be paid referral fees once they have a balance of €100 or more owing to them.

5.7 Cross-Tracking
LeoVegas will endeavour to make sure all players are cross-tracked to Products that you have chosen to promote, should a player choose to play a product other than the Product advertised. (i.e. a referred player to LeoVegas Online Casino, who then goes on to play at LeoVegas Poker).
We reserve the right to change the Commission schedule and method of calculation of Commission.

6.0 Term and Termination

6.1 Term
The term of this Agreement will commence on approval of Your registration to LeoVegas and shall endure until terminated for any reason on notice by either Party.

6.2 Termination
Notice of termination shall be given in writing by either Party to the other. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.

6.3 Consequences of Termination
In the event of termination of this Agreement for any reason:
You will return to Us any Confidential information and/ or Customer Information, and all copies of it in Your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations relating to Us or to Our Products. You will take immediate steps to transfer ownership to LeoVegas any derivative URL established by You, at a cost to LeoVegas not exceeding that incurred by You in registering the derivative URL, but not the costs incurred in developing the derivative URL. You and LeoVegas and our electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate You from any liability arising from any breach of this Agreement, that occurred prior to termination. You will be entitled only to those unpaid referral fees (if any) earned by You on or prior to the date of termination. You will not be entitled to any revenue generated after the date of termination. LeoVegas may withhold the final payment for up to three months to ensure that the correct amount has been calculated and paid. If we continue to permit activity (generation of revenue) from Customers after termination, this shall not and shall not be construed to constitute a continuation or renewal of this agreement or a waiver of termination.

7.0 Prohibited Activities

7.1 Traffic Generated Through an Unsuitable Medium
We may terminate this Agreement with immediate effect and reserve the right to withhold any and all payments due to You and/or to take legal action against You if we determine (in our sole discretion) that your site is unsuitable. Any form of traffic that is generated from any medium that is aimed at children, promotes violence, includes Pornographic or Narcotic material, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates intellectual property rights, or are otherwise considered by Us to bring LeoVegas into disrepute or prejudice the interests of LeoVegas in any way is considered unsuitable and constitutes a serious breach of Agreement. It shall be Your sole responsibility to regularly monitor your networks and traffic sources to ensure full compliance with this Clause 7.1 at all times.

7.2 Advising Players to the Detriment of LeoVegas
You shall not advise or incentivise Your referred Players in any manner which would negatively affect the mutual profitability of the affiliate relationship between You and LeoVegas. Prohibited activities include but are not limited to advising Players about ways in which LeoVegas’ game or betting systems could be abused or manipulated. If 50% or above of Your referred Players are betting on a single outcome in relation to a LeoVegas Product, this shall be a material breach of this Agreement.

8.0 Relationship of Parties

8.1 LeoVegas and LeoVegas Affiliate relationship
You and we are independent contractors, and nothing in this Agreement will create any legal partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You shall have no authority to make or accept any offers or representations on Our behalf. You shall not make any statement, whether on Your site or otherwise, that conflicts with this clause 7.1.

8.2 Local legislation
You will not be treated as an employee with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Acts, or any other federal, state, or local statute, ordinance, rule, or regulation of any country whatsoever similar in purpose to the aforementioned Code and Acts.

8.3 Representation of LeoVegas
You shall not make any claims, representations, or warranties in connection with LeoVegas and You shall have no authority to, and shall not, bind Us to any obligations outside of this Agreement, unless agreed to in writing by LeoVegas.

9.0 Indemnity, disclaimers and Limitation of Liability

9.1 Indemnity
You shall defend, indemnify, and hold LeoVegas and our electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with

– any breach by You of any warranty, representation, or agreement contained in this Agreement,
– the performance of Your duties and obligations under this Agreement,
– Your negligence or
– any injury caused directly or indirectly by Your negligent or intentional acts or omissions, or the unauthorized use of Our banners and link or this Affiliate Program. Further, You will indemnify and hold Us harmless from all claims, damages, and expenses (including, and without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of Your site.

9.2 Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program, LeoVegas or Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, Product-ability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, We make no representation that the operation of Our site (including service and tracking) will be uninterrupted or error-free. We will not be liable for the consequences of any such interruptions or errors.

9.3 Limitation of Liability
We will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Program, even if We have been advised of the possibility of such damages. Further, Our aggregate liability arising with respect to this Agreement and the Program shall not exceed the total Commission paid or payable by Us to You under this Agreement. Our obligations under this Agreement do not constitute personal obligations of Our directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.

10.0 Miscellaneous

10.1 Governing Law and Jurisdiction
This Agreement will be governed by the laws of Malta. The MGA in Malta has licensed LeoVegas, the operators of the LeoVegas Online Casino, Dash Online Casino, LeoVegas Sport and LeoVegas Online Poker Room, under the provisions of the Lotteries & Other Games Act, the Remote Gaming Regulations, and any other subsidiary or complementary legislation applicable in Malta.

Any disputes arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the Arbitration Act (Chapter 387 of the Laws of Malta) as presently in force, and the Rules of the Malta Arbitration Centre or any other competent courts and/or tribunals in Malta. The language of the proceedings shall be English and the arbitration shall take place in Malta.

10.2 Mutual Support
Both Parties shall give each other their mutual support in the giving of effect to the spirit, purport and object of this Agreement.

10.3 Third Parties
Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.

10.4 Assignability and Inurement
You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against You and Us and Your and Our respective successors and assigns.

10.5 Non-Waiver
Our failure to enforce Your strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of Our right to subsequently enforce such provision or any other provision of this Agreement.

10.6 Remedies
Our rights and remedies hereunder shall be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. 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, the respective rights and obligations of the parties may be enforceable 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, it being the intent of this provision to make clear that Our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

10.7 Severability/Waiver
Whenever possible, each provision of this Agreement shall 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 provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

10.8 General
This agreement will stay in effect for so long as LeoVegas makes this service available, unless this agreement is terminated prior thereto in terms of clause 6.0 above.