4.6.2 For the avoidance of doubt, these links are provided solely for indicative and informative purposes and shall not, under any circumstances, be construed as advice provided by LeoVegas as to Your binding obligations, nor shall We be held responsible for the accuracy or completeness of their contents.

4.6.3 The Marketing Guidelines form part of this Agreement, and any breach of them shall constitute a breach of this Agreement.

4.7 Good Faith / Ethical Conduct

4.7.1 You will not knowingly benefit from known or suspected traffic which, in Our reasonable opinion, is not generated in good faith, including but not limited to traffic generated via Spam or through the use of Intellectual Property Rights owned by or licensed to the Group (notably without limitation the Brand(s)) contrary to this Agreement, whether or not this actually causes damage to LeoVegas or the Group or otherwise. For the avoidance of doubt, this includes undertaking any fraudulent activity whatsoever. Without prejudice to the foregoing, where We determine that the quality of the Referred Players under a CPA Deal or Hybrid Deal does not meet reasonable player quality standards, we reserve the right to review and adjust the applicable CPA rates or convert your payment model in accordance with clause 5.

4.8 Copying of Sites or Theft of Site Content

4.8.1 You shall not copy, reproduce, scrape, or misappropriate the content, design, layout or other materials from the affiliate websites of any other affiliate within the Affiliate Programme. If it is reasonably demonstrated that earnings of any other affiliate within the Affiliate Programme have been lost as a result of such conduct by You, We reserve the right to redirect revenue generated by You to the aggrieved affiliate, without prejudice to any other rights or remedies available to Us. Complaints in relation to this clause should be sent to affiliateteam@leovegas.com for investigation.

4.9 Your Restrictions

4.9.1 You shall not be entitled to any Fees in relation to any Sub-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.

4.9.2 You shall not earn any Fees on Your own customer account registered with Us nor on the customer account/s registered with Us of Your employees or family members.

4.10 Traffic Generated Through an Unsuitable Medium

4.10.1 You shall ensure that Your Affiliate Website, and any other approved medium through which You send traffic to Our Websites, are not in any way unsuitable. Traffic shall be considered unsuitable if it is generated from any medium that, without limitation:

a. is aimed at children;

b. promotes violence;

c. includes pornographic or narcotic material;

d. promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, wealth, social status, or age;

e. promotes illegal activities;

f. violates any Intellectual Property Rights of the Group or any third party;

g. promotes gambling activities of entities without an operating licence; or

h. is otherwise considered by Us to bring the Group into disrepute, prejudice its interests in any way or is capable of creating confusion among customers or potential customers. The generation of traffic from any such unsuitable medium constitutes a serious breach of this Agreement. We may terminate this Agreement if We determine, in Our sole discretion, that Your Affiliate Website is unsuitable.

4.10.2 In addition, You are not permitted to pursue any link building strategies to promote non-compliant/ infringing content on Your Affiliate Websites and/or social media pages. Any attempt in restricting LeoVegas access to viewing Your content is prohibited and may result in immediate action taken on Your Affiliate Account. For avoidance of doubt, use of any other methods in order to mask and misdirect website tracking tools/ LeoVegas auditors, and/ or utilisation of bridge pages (websites whose sole purpose is to drive traffic to another site), link schemes (a technique to manipulate links to the content, or a certain domain), hidden texts/ links (a technique to hide text and links from the site visitor) and/ or keyword stuffing (technique to manipulate site ranking by stuffing the page with irrelevant keywords) is strictly prohibited.

4.10.3 It shall be Your sole responsibility to regularly monitor any and all of Your networks and traffic sources to ensure full compliance with this clause at all times.

4.11 Manipulation/Advising Referred Players to the Detriment of the Group

4.11.1 You shall not advise, incentivise or indicate to Your Referred Players any manner of activity that would negatively affect, statistically prevent or otherwise undermine the profitability of the affiliate relationship between You and LeoVegas, including any activity that would negatively affect the profitability of the Websites or Products. Prohibited activities include, but are not limited to, advising Referred Players about ways in which the Website or Products could be abused, manipulated or exploited, sports betting arbitrage, ‘sure betting’, ‘safe betting’, ‘matched betting’, ‘bonus abuse’, casino systems and other similar strategies.

4.12 Confidential Information

4.12.1 During the term of this Agreement, You may be entrusted with confidential information relating to the business, operations, or underlying technology of the Group, and any members thereof, and/or the Affiliate Programme (including, for example, Fees earned by You under the Affiliate Programme) (“Confidential Information”). You agree not to disclose or make any unauthorised use of Confidential Information to or for the benefit of any third party without Our prior written consent, and that You shall only use such Confidential Information solely, and to the extent necessary, for the purposes of performing Your obligations under this Agreement. The foregoing shall not apply to information that: (a) is or becomes publicly available through no fault of Yours; (b) was already known to You prior to disclosure; or (c) is required to be disclosed by Applicable Law or by order of a competent authority, provided You give Us prompt written notice of such requirement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.

4.13 Data Protection and Privacy

4.13.1 You shall at all times comply with all Applicable Data Protection Laws in relation to the processing of personal data carried out in connection with this Agreement.

4.13.2 Where any activity carried out by You pursuant to this Agreement involves the processing of personal data, the Parties shall assess the respective roles of each Party under Applicable Data Protection Laws and, where required, enter into an appropriate Data Protection Agreement or Data Sharing Agreement governing such processing.

4.13.3 You warrant that You will cooperate fully and promptly with LeoVegas and/or any company within the Group in the event that We request information regarding Your data protection practices. You acknowledge that LeoVegas and/or any company within the Group, may monitor such practices to ensure compliance with Applicable Data Protection Laws.

4.13.4 You shall ensure that any Affiliate Website used by You in connection with this Agreement provides clear and transparent information to users regarding the use of cookies or similar tracking technologies such as but not limited to beacons, scripts and tags and, where required by Applicable Data Protection Laws, obtain the user’s valid consent for the use of such technologies and the opportunity to reject the use of certain cookies or similar tracking technologies. You shall also make available an appropriate privacy and/or cookie policy describing such processing and the rights available to users. Should you wish to engage any third parties for the provision of services under these Terms and Conditions, you are responsible for ensuring that these third parties abide by the requirements under this Clause 4.13.

4.13.5 You acknowledge that it may be necessary for the performance of this Agreement for LeoVegas and/or companies within the Group to process and share Your or Your employee’s personal data including but not limited to name and surname, age, email address, telephone number, gender, nationality, social media account, bank account information, including with other companies within the Group and any necessary third parties that help us maintain the relationship with you, for purposes including, but not limited to, the management of the affiliate relationship, payment processing, legal obligations, and the protection or enforcement of the Group’s legal rights. LeoVegas processes personal data in accordance with its Privacy Policy , which forms part of and is incorporated by reference into these Terms and Conditions.

4.13.6 For any data protection or privacy queries or issues, kindly contact us at dpo@leovegasgroup.com.

4.14 Anti-Money Laundering and Anti-Fraud

4.14.1 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 Affiliate Programme to facilitate criminal activity.

4.14.2 You shall comply fully and promptly with any anti-money laundering related requests as We may require from You.

4.14.3 You shall at all times:

a. comply with all Anti-Corruption Requirements and all Applicable Laws relating to anti-corruption, anti-bribery and anti-fraud (including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act 2010, the UK Economic Crime and Corporate Transparency Act 2023, the Canadian Corruption of Foreign Public Officials Act and/or relevant European Union legislation and decisions) (together, the “ABC/F Applicable Laws”), and take appropriate steps to ensure strict compliance therewith and not cause or request any action which would cause Us or any other person to be in violation thereof;

b. have and maintain in place and enforce throughout the term of this Agreement adequate anti-bribery, anti-corruption and anti-fraud policies and procedures to ensure compliance with the ABC/F Applicable Laws, and enforce them where appropriate;

c. promptly notify Us in writing if You become aware of any breach of this clause 4.14 or have reason to believe that You or any person associated with You has:
i. received a request or demand for any undue financial or other advantage of any kind; or
ii. received a request or demand to commit a fraud offence, in each case in connection with the performance of the Agreement; and

d. immediately notify Us in writing if a foreign public official becomes an officer or employee of You or acquires a direct or indirect interest in You, and You warrant that you have no foreign public officials as direct or indirect owners, officers or employees at the date of this Agreement.

4.14.4 You shall be responsible for any employee, officer or director who is performing services in connection with this Agreement and shall be liable to Us for any breach by such persons of any of the provisions of this clause 4.14.

4.15 Limitations on Advertising

4.15.1 Without prejudice to any other limitations, restrictions, prohibitions or obligations set out in these Terms and Conditions, the following shall be strictly prohibited:

a. operating or creating competitive mobile applications and/or websites;

b. You may not place digital advertisements on websites providing unauthorised access to copyrighted content or otherwise infringing any Intellectual Property Rights of third parties; or

c. any other act or practice that is not in line with the Market-Specific Terms that apply to You under clause 1.3, or with any other guidelines We share with You in writing from time to time (including the Marketing Guidelines).

4.16 Trademark Infringements

4.16.1 You acknowledge that LeoVegas, the Group and/or its licensees have registered trademarks in relation to the Brand(s) and You agree that You shall not infringe or threaten to infringe, or carry out any unauthorised use of the Brand(s), the Products, or any other Intellectual Property Rights of the Group or third parties, particularly in relation to the use, registration or attempted registration of domain names (SLD) or brand names that are similar to the Brand(s) and/or any and all brands owned or operated by the Group and/or variations thereof or words that are confusingly similar or which incorporate the parts of any Brand(s) and/or brands which are owned or operated by the Group which would be considered distinctive as stand-alone words.

4.16.2 This prohibition extends to the use of brand names or logos that are identical or bear similarity to the trademarks or trade names or other identifiers associated with the Group or any entities therein, whether they are associated with the Group’s brands or any other brands, irrespective of their operational status or registered trademark status in any jurisdiction.

4.16.3 Furthermore, You are required to abstain from employing meta-tag keywords in all PPC advertising, app store optimization (ASO) keywords, or any other searchable identifiers across any marketing channel or platform that closely resemble the trademarks or trade names associated with any of the Brands. This mandate encompasses both the Group’s brands and any other brands, regardless of their operational status or registered trademark status in any jurisdiction.

4.16.4 You are strictly prohibited from engaging in any paid search, keyword-based or equivalent advertising or bidding activities across all channels and media, including but not limited to pay-per-click (PPC), sponsored links, search engine keywords, social media keyword targeting, AdWords display advertising, mobile application advertising, in-app advertising, and any other similar paid promotional methods, whether existing now or developed in the future, in both English and all other languages, that use, target or reference the Brands, any trademarks or trade names of the Group, or any confusingly similar variations thereof, except to the extent expressly authorised by Us in writing.

4.16.5 The prohibitions herein extend to all platforms and devices, including desktop, mobile, tablet, and any other connected devices or application stores.

4.16.6 You must not bid on, target, or otherwise use keywords, search terms, or equivalent targeting parameters that include or are confusingly similar to any Brand name (including any misspellings, abbreviations, translations or variations thereof), or any other trademark, trade name or domain name owned or used by the Group, across all channels and media. A non-exhaustive list of prohibited keywords shall be maintained and made available to You on the Affiliate Platform and, or in the Marketing Guidelines and may be updated by Us from time to time. This prohibition applies to both the Group's brands and any other brands, regardless of their operational status or registered trademark status in any jurisdiction.

4.16.7 You are also prohibited from the use of the Brand(s), and/or any brands owned or operated by the Group and/or variations thereof, or words that are confusingly similar as a name of a mobile application of the Group and/or Brand during the term of this Agreement or thereafter.

4.16.8 For the avoidance of doubt, the prohibitions set out in this clause 4.16 include brand bidding on paid search across any search engines, including any broad match, exact match or misspellings of the Brands or confusingly similar words, or parts of any trademarks, URLs or brand names of the Group which would be considered distinctive as stand-alone words.

4.16.9 In the event of a breach of this clause, We will be entitled to exercise all means available to enforce or defend Our rights in the respective territory, and You shall thereby fully comply with Our requests immediately and without delay. Furthermore, in the event of a breach of this clause, We will not reward or pay any Fees for any traffic generated thereto and via such means, and no amounts shall be due in respect thereof.

4.16.10 You shall not promote, advertise, link to, drive or direct traffic to, or otherwise market any third-party website, application, domain, brand or service which, to Your knowledge or where You ought reasonably to have known, infringes or makes any unauthorised use of the Brand(s), any trademarks, trade names or domain names of the Group, or any confusingly similar variation thereof (including any misspellings, translations or variations). This prohibition applies regardless of whether such third-party site is operated or controlled by You, and You shall immediately cease any such activity in respect of any site.

4.17 Limitations on URLs

4.17.1 The use of the Brand(s) or any confusingly similar variation of the Brand(s), or of any element of the Brand(s) which would be considered distinctive as a stand-alone word, including but not limited to, Leovegas, LeoVegas, Leo Vegas, LeoVegas Casino, LeoVegas Sport, LeoVegas Poker, BetMGM, BetUK, Expekt, Pink Casino, 21.co.uk, GoGoCasino or Slot Boss, in Affiliate Links is restricted and prohibited. Our Brand name(s) may not be used in a derivative URL or subdomain. For example:
www.Yoursite.com/leovegas.html – ALLOWED
leovegas.Yoursite.com – NOT ALLOWED
http://www.YoursiteLeoVegas.com/ – NOT ALLOWED.

4.18 Restricted Territories

4.18.1 You will not target individuals within jurisdictions or territories where gambling is illegal or where the promotion, marketing or advertising of gambling is illegal, restricted or prohibited under Applicable Law, or as indicated by Us (“Restricted Territories”).

4.18.2 You will also not engage Sub-Affiliates or sub-processors in jurisdictions outside the EEA and which are not covered by an Adequacy Decision without the implementation of the necessary data protection safeguards for such engagement.

4.18.3 Furthermore, We cannot accept any traffic coming from sites that are in Restricted Territories, third party marketing and/or any marketing activities which otherwise target Restricted Territories.

4.18.4 We reserve the right to take legal measures against You should You advertise the Group to any individuals within Restricted Territories or jurisdictions (or such other jurisdictions or territories as we may notify to you in writing from time to time) as mentioned hereinabove, and furthermore We reserve the right to terminate Your Agreement should You be in breach of this clause.

4.19 Information Security

4.19.1 You are obliged to abide by our third-party information security policy at all times to the extent that the same have been made available to You by Us in writing, and You shall in any event maintain appropriate technical and organisational security measures in connection with Your access to and use of the Affiliate Platform.

4.20 Affiliate Account

4.20.1 You shall ensure that only Your employees, contractors and Sub-Affiliates access and use Your Affiliate Account, and shall not allow or permit any other third parties to use Your Affiliate Account. If You become aware of any unauthorised use of Your Affiliate Account or the password for your Affiliate Account, you will notify Us immediately. You are solely responsible for safeguarding any and all Affiliate Account details and access credentials, and shall be solely responsible for any use of the Affiliate Account and all activities under that Affiliate Account, regardless of whether the activities are authorised or undertaken by You, Your employees, or a third party, as if the activity, breach or use has been carried out by You.

5. Affiliate Deal Payment Models

5.1 Your Account and Our Reservation of Rights

5.1.1 Please refer to Your Affiliate Account on the Affiliate Platform for specific information regarding Your payment model and the rates applicable to You. The terms below are solely for general guidance on Profit Share Deals, CPA Deals, or Hybrid Deals. You shall only be subject to one type of payment model per Affiliate Account. Unless stipulated otherwise by Us in writing, all Fees are calculated by Us on a monthly basis and shall be payable in accordance with the provisions of clause 5.4 hereunder.

5.1.2 We reserve the right to change any rates applicable to You as well as the relevant payment model, including but not limited to, the method of calculation of the Fees and any applicable criteria, at any time and without prior notice. For the avoidance of doubt, changes made under this clause 5.1.2 shall take effect as notified to You through the Affiliate Platform, by email or by any other means We consider appropriate, and clause 2.5 shall not apply to such changes.

5.2 Terms Applicable to Profit Share Deals

5.2.1 Under the Profit Share Deal, if applicable, You will receive Fees calculated as a percentage of positive Net Revenue generated by Your Referred Players within a calendar month, subject to You complying at all times with the terms of this Agreement and in accordance with the relevant terms of this Agreement.

5.2.2 For the purpose of calculating the Fees due to You under any Profit Share Deal (and the profit-share element of any Hybrid Deal) or other amount calculated by reference to Net Revenue, as well as for the purposes of the Big Winner Policy as set out under clause 5.5 of these Terms and Conditions, Net Revenue shall be calculated on an aggregate basis per Brand within each individual Affiliate Account. Save for clause 5.7 or as may be stipulated otherwise in this Agreement, each Brand within an individual Affiliate Account shall be ringfenced separately, such that negative Net Revenue for one Brand shall not reduce or be set off against positive Net Revenue for any other Brand within the same Affiliate Account, while Net Revenue across different Markets for the same Brand within the same Affiliate Account shall be aggregated. Save for clause 5.7 or as may be stipulated otherwise in this Agreement, where You hold more than one Affiliate Account, each Affiliate Account shall be calculated separately, with no aggregation or set-off between them.

5.3 Terms Applicable to CPA Deals and Terms Applicable to Hybrid Deals

5.3.1 Under the CPA Deal, You will receive a predetermined amount for each Referred Player, as set out in the Affiliate Platform, subject to You complying at all times with the terms of this Agreement and subject to any minimum requirements being met, as may be notified to You in writing from time to time and as shall be set out in the Affiliate Platform. There shall be no profit-share component under this model.

5.3.2 Unless agreed otherwise between the Parties in writing, the first fifty (50) Referred Players under the CPA Deal are to be considered as a test phase in which We will assess the quality of the Referred Players. After the test phase has been completed, We shall, in Our sole discretion, determine whether to continue the campaign, amend pricing, or renegotiate the volumes and/or CPA amounts, based on the results obtained in the testing phase.

5.3.3 LeoVegas reserves the right to withhold payments under CPA Deals (or in relation to the CPA aspect of any Hybrid Deals) for Referred Players that are identified as bonus abuse, suspended, closed for fraud, self-exclusion or for any other reasonable reason.

5.3.4 Under the Hybrid Deal, Your payment will contain elements of both a Profit Share Deal and a CPA Deal, based on the models outlined above, and Your right to earn amounts and be paid such amounts under any Hybrid Deal shall be subject to You complying at all times with the terms of this Agreement. For the avoidance of doubt, the terms applicable to Profit Share Deals as outlined in clause 5.2 and the terms applicable to the CPA Deals as outlined in clause 5.3 shall also apply to the Hybrid Deals, unless agreed otherwise in writing between the Parties.

5.4 Payment Terms

5.4.1 Payment shall be made to You by way of the method selected by You upon registration or to the method shown in the ‘payment information’ section of Your Affiliate Account from time to time, subject to verification and approval by Us in Our sole discretion. You may only choose from:

a. Skrill (moneybookers);

b. Neteller; or

c. Bank wire transfer (if selecting ‘bank wire transfer’ Your bank account must be able to receive Euro amounts).

If Your bank account is based in Canada or USA or You do not have an IBAN, unfortunately this automated wire service will not be available to You. In such cases only, You should select 'Cheque' as Your payment method in the Affiliate Platform and send an invoice each month to invoice@leovegas.com. For the avoidance of doubt, the 'Cheque' option is a designation within the Affiliate Platform used to enable manual processing only, and no payment shall actually be made by cheque; payment will instead be made by bank transfer against a valid monthly invoice. Any such payment remains subject to Our verification and approval and to the same conditions as any other payment method under this clause, including the requirement that the account be held in the registered legal name of the Affiliate and the payment thresholds and invoicing requirements set out below.

5.4.2 For the avoidance of doubt, Your selected payment method is subject to Our verification and approval, and We reserve the right to reject or request an alternative payment method at Our sole discretion subject to the below. Any selected payment method or account must be held in the registered legal name of the Affiliate.

5.4.3 You may change your payment method and/or payment details once every six (6) months. Please send an email to the affiliate manager handling Your Affiliate Account to discuss any changes to your payment method and/or payment details. Any request to change your payment method and/or payment details must be accompanied by appropriate supporting documentation as We may reasonably request from you, which may include but is not limited to: proof of ownership of the new payment account, updated identification documents, proof of address, and/or such other documentation as We deem necessary to verify the authenticity of the request and compliance with applicable anti-money laundering and financial regulations. We reserve the right to reject any request for change of payment method and/or payment details if the documentation provided is insufficient or does not meet Our requirements. Where We reject a request to change Your payment method and/or payment details, You shall provide Us with a satisfactory alternative payment method within thirty (30) days of being notified of such rejection. If You fail to do so within that period, We reserve the right, at Our sole discretion, to suspend or terminate this Agreement with immediate effect and without liability to You, and the provisions relating to inactive Affiliates under clause 5.6 shall apply accordingly.

5.4.4 All Fees payable under this Agreement are exclusive of any applicable taxes, and You shall be solely responsible for all taxes, duties, levies and social contributions arising from or in connection with Fees received by You under this Agreement.

5.4.5 Without prejudice and in addition to the provisions of this clause 5.4, Fees shall be payable once per calendar month for Fees earned by You in the previous calendar month by the fifteenth (15th) day of the following calendar month in accordance with this clause 5.4, subject to the following conditions being met:

a. the Fees due to You under Your Affiliate Account (and not per Brand) for the relevant calendar month exceed one hundred Euros (€100);

b. You have submitted a valid invoice or payment request to LeoVegas in respect of the relevant calendar month; and

c. You have a valid payment method registered with Us in accordance with this clause 5.4. Where the Fees due to you for any calendar month do not exceed one hundred Euros (€100), LeoVegas shall be entitled to withhold and carry forward the accrued balance until such time as the cumulative total of Fees due under Your Affiliate Account (and not per Brand) exceeds one hundred Euros (€100), at which point the balance shall become payable upon submission of a valid invoice or payment request by You. For the avoidance of doubt, LeoVegas shall have no obligation to make any payment in the absence of a valid invoice or payment request and shall not be liable to You in any manner whatsoever for any late payments due to technical, third party or other unforeseen events.

5.4.6 Where, in the calculation of any Fees due to You under a Profit Share Deal or a Hybrid Deal, the Net Revenue generated by Your Referred Players in respect of the relevant period is negative, the Fees payable to You (being the applicable percentage of the total Net Revenue generated by Your Referred Players in respect of that period) shall be set to zero for that period in accordance with these Terms and Conditions. Notwithstanding the foregoing, where such Net Revenue is negative, the negative balance will be carried over to the subsequent unbilled month and any subsequent months, if applicable, and shall accordingly be applied in the calculation of any Fees due for the unbilled month then current, where applicable, in any of the following circumstances:

a. where the negative balance arises due to fraud or fraud costs; or

b. where the Parties have expressly agreed in writing (including via an insertion order or other commercial agreement) that negative carry over shall apply, in which case the negative balance shall be carried over on such terms as are set out in that written agreement.

For the avoidance of doubt, LeoVegas reserves the right to apply negative carry over in the circumstances set out above without further notice to You. This clause does not apply to negative Net Revenue arising from a Big Winner, which shall be dealt with solely under the Big Winner Policy in clause 5.5. In the event of any conflict, clause 5.5 shall prevail.

5.4.7 Should You fail to register a valid payment method and full correct details upon acceptance of these Terms and Conditions, LeoVegas will not contact You to inform You to update Your details, and LeoVegas will not be liable in any manner whatsoever for failure to pay You in such circumstance. If You fail to register a valid and satisfactory payment method within thirty (30) days of Your acceptance into the Affiliate Programme, We reserve the right, at Our sole discretion, to treat Your Affiliate Account as inactive, and the provisions relating to inactive Affiliates under clause 5.6 shall apply accordingly. Without prejudice to the foregoing, We further reserve the right to terminate this Agreement with immediate effect and without any liability to You where no satisfactory payment method has been registered within such period.

5.4.8 Should You fail to send Us an invoice, or otherwise fail to claim any amount due to You within twenty-four (24) months from when such amount becomes due (which includes but is not limited to failing to provide us with a valid and accepted payment method and payment details in accordance with this Agreement), such amount shall be written off and will no longer be due to You.

5.4.9 Should You wish to dispute or contest any amounts or Fees reflected in the Affiliate Platform which are due to You, You shall have the right to do so within ninety (90) days from the last day of the calendar month in which the relevant Fees were earned by You. Following the lapse of said ninety (90) days, such amount shall be considered final and cannot be disputed or contested under any circumstance.

5.4.10 For the avoidance of doubt, wherever We suspect that You or a Referred Player has committed fraud, We reserve the right to deny You payment related to the same without providing You with a detailed report or explanation thereto.

5.4.11 Under the terms of this Agreement, if You do not generate a minimum of thirty (30) first time depositing Referred Players (“FTDs”) in aggregate across all Brands under an Affiliate Account within the first 6 month period following Your acceptance into the Affiliate Programme in relation to that Affiliate Account, We reserve the right to regard You as an inactive affiliate in respect of that Affiliate Account and at Our discretion may cease and deny payment to You of any Fees under that Affiliate Account without liability, including any accrued payment or remuneration of any Fees and/or at Our sole discretion terminate this Agreement in accordance with clause 6.2, without assigning any reason. For the avoidance of doubt, the FTD thresholds and any consequences set out in this clause 5.4 are assessed and applied on an aggregate basis across all Brands under the relevant Affiliate Account.

5.4.12 Further to the above requirement, the following shall apply:

a. if after a continuous period of 6 months at any time following You being accepted as an Affiliate there have been fewer than 30 FTDs in aggregate across all Brands under an Affiliate Account, then, without prejudice to Our rights under clause 5.4.11, any Profit Share Deal we may have with You under that Affiliate Account shall be reduced to 20% of Net Revenue across all Products by Referred Players referred under that Affiliate Account;

b. if after a continuous period of 12 months at any time following You being accepted as an Affiliate, and there have been fewer than 60 FTDs in aggregate across all Brands under an Affiliate Account, any Profit Share Deal we may have with You under that Affiliate Account shall be reduced to 10% of Net Revenue across all Products by Referred Players referred under that Affiliate Account; or

c. if after a continuous period of 18 months at any time following You being accepted as an Affiliate, and there have been fewer than 90 FTDs in aggregate across all Brands under an Affiliate Account, we reserve the right to regard You as an inactive affiliate in respect of that Affiliate Account and at our discretion may cease and deny payment to You of any Fees under that Affiliate Account and/or at Our sole discretion terminate this Agreement in accordance with clause 6.2, without assigning any reason thereto.

5.5 Big Winner Policy

5.5.1 The following provisions apply in respect of each Big Winner:

a. notwithstanding anything to the contrary in these Terms and Conditions, the negative Net Revenue generated by a Big Winner is isolated and shall be excluded from the calculation of the aggregate Net Revenue generated by all other Referred Players. It shall not reduce or be set-off against positive Net Revenue generated by any other Referred Player;

b. subject to clause 5.5.1(c) hereunder, the negative Net Revenue generated by a Big Winner shall continue to be isolated and carried forward for a period of twelve (12) months from the end of the calendar month in which the Referred Player becomes classified as a Big Winner in terms of these Terms and Conditions (being the calendar month in which the Referred Player satisfies the conditions set out in the definition of Big Winner herein). During that period, the negative Net Revenue generated by any Big Winner shall be offset solely against future positive Net Revenue generated by that Big Winner and shall remain excluded from the calculation of aggregate Net Revenue generated by all other Referred Players;

c. if the carried forward negative Net Revenue of the Big Winner is fully offset within that twelve (12) month period referred to in clause 5.5.1(b), the Referred Player shall cease to be classified as a Big Winner and shall rejoin the pool of Referred Players such that the Net Revenue of such Referred Player shall be used for the purpose of calculating the aggregate Net Revenue generated by Your Referred Players for which (if positive) Fees may be due;

d. if, after the lapse of the twelve (12) month period, the negative Net Revenue of a Big Winner has not been fully offset as aforesaid, any such outstanding balance shall be written off and will no longer be taken into account. The relevant Referred Player shall cease to be classified as a Big Winner, and return to the standard pool of Referred Players in the manner set out in clause 5.5.1(c) above and any Net Revenue subsequently generated by that Referred Player shall be included in the calculation of aggregate Net Revenue of Your Referred Players in the ordinary course;

e. you will be notified of any Big Winner no later than ten (10) working days into the following month, with the relevant negative Net Revenue balance traceable via the Affiliate Platform or monthly reports;

f. each Big Winner occurrence is treated individually; and

g. progressive wins are excluded from this Big Winner Policy, as such payments are funded from a separate progressive pool.

5.6 Consequences of inactivity

5.6.1 Where We treat You as an inactive affiliate under this Agreement, We may, at Our sole discretion and without liability to You, cease and deny payment of any Fees (including any accrued Fees), close Your Affiliate Account and/or terminate this Agreement in accordance with clause 6.2, in each case with immediate effect and without notice to You. This is without prejudice to any other right or remedy available to Us under this Agreement.

5.7 Set-off and recovery of amounts due

5.7.1 Without prejudice to any other right or remedy available to Us, We reserve the right to deduct, withhold or set off from any Fees or other amounts due to You under this Agreement or any other agreement between You and LeoVegas or any member of the Group, the full amount of:

a. any payment made to You in error or in excess of the amount properly due;

b. any payment made prior to the discovery of any breach of this Agreement by You;

c. any amount owed by You to Us or to any member of this Group under this Agreement or any other agreement, including but not limited to any amounts owed by virtue of an indemnity provided by You to Us; and

d. any other debt or liability of Yours to Us or to any member of the Group, howsoever arising.

For the avoidance of doubt, this right of set-off and recoupment applies across all Affiliate Accounts, Brands and Markets held by You, notwithstanding anything to the contrary. Where there are insufficient unpaid Fees to recover the full amount, You shall repay the outstanding balance to Us within thirty (30) days of written demand. For the avoidance of doubt, Our right to recover any overpayment shall not be affected by any subsequent remedy of a breach by You, and shall survive the termination of this Agreement for any reason.

6. Term and Termination

6.1 Term

6.1.1 The term of this Agreement will commence on the date of approval by LeoVegas of Your registration in accordance with clause 1 and shall continue until terminated in accordance with this Agreement.

6.2 Termination

6.2.1 LeoVegas may terminate this Agreement at any given time, without assigning any reason thereto, with such termination being effective immediately where You are in breach or suspected breach of this Agreement or any other agreement You or any of Your affiliated entities may have with any member of the Group, where termination is necessary to ensure compliance with Applicable Law or any regulatory or licensing requirement to which the Group or any member thereof is subject or to protect the Group, any Brand or Market from potential legal, regulatory, financial or reputational risk or on any other ground for immediate termination as set out in this Agreement. Otherwise, LeoVegas may terminate this Agreement for convenience at any time and without assigning any reason thereto on at least seven (7) days’ notice in writing. Without prejudice to the foregoing and to clause 1.2, where You are in breach or suspected breach of this Agreement, LeoVegas reserves the right to terminate, suspend or restrict any one or more other agreements between You (or any of Your affiliate entities) and LeoVegas or any other member of the Group, in which case with immediate effect and without liability. You may terminate this Agreement at any given time, without assigning any reason thereto, by providing LeoVegas with at least thirty (30) days’ notice in writing. Notification via email will be considered as a written form of notification and the Agreement shall terminate accordingly.

6.3 Partial Discontinuation, Restriction or Variation of the Programme

6.3.1 Without prejudice to, and independently of, LeoVegas' general right to amend these Terms and Conditions under clause 2.5, LeoVegas may, at any time and in its sole discretion, elect to partially or wholly discontinue, restrict, amend or modify the Affiliate Programme as it applies to You under this Agreement in respect of any one or more of the following, with immediate effect, without any liability and without prior notice to You:

a. any one or more Affiliate Accounts held by You in accordance with clause 1.2;

b. any one or more Brands;

c. any one or more of the Markets; or

d. any combination of the above, whether in whole or in part.

6.3.2 Any Fees that would otherwise have accrued in respect of the affected Affiliate Account(s), Brand(s) and/or Market(s) shall cease to accrue from the date on which LeoVegas exercises its rights under this clause, and LeoVegas shall have no obligation to pay to You any Fees attributable to such affected Affiliate Account(s), Brand(s) and/or Market(s) from that date.

6.3.3 This Agreement shall be deemed varied to the extent necessary to give effect to any discontinuation, restriction, amendment or modification made pursuant to this clause, and shall continue in full force and effect in respect of any Affiliate Accounts, Brands and/or Markets not affected thereby. Upon LeoVegas exercising its right under this clause, You shall immediately:

a. cease all promotional activities, marketing and use of Approved Marketing Material in respect of the affected Brand(s) and/or Market(s);

b. remove all Affiliate Links directing traffic to the affected Brand(s) and/or Markets;

c. return or destroy any Confidential Information relating specifically to the affected Brand(s) and/or Market(s); and

d. comply with such other directions as LeoVegas may give in relation to the affected Brand(s) and/or Market(s).

For the avoidance of doubt, LeoVegas' exercise of its rights under this clause does not constitute an amendment to the text of these Terms and Conditions, and accordingly the procedures set out in clause 2.5 shall not apply to the exercise of such rights. Save where such discontinuation or restriction results in there being no remaining active Brand or Market under a particular Affiliate Account, LeoVegas’ exercise of its rights under this clause shall constitute a partial variation to this Agreement only and shall not require or effect a termination of the Agreement in its entirety, without prejudice to any other rights LeoVegas may have in respect thereof, including the consequences set out in clause 6.4, which shall apply mutatis mutandis in respect of the affected Brand(s) and/or Market(s). Where such discontinuation or restriction results in there being no remaining active Brand or Market under a particular Affiliate Account, the agreement relating to that Affiliate Account shall automatically terminate with immediate effect on the date on which such discontinuation or restriction takes effect, without any further notice being required and without the notice period under clause 6.2 applying. LeoVegas may confirm any such termination to You in writing (including by email), but such confirmation shall not be a precondition to termination and any failure or delay in providing it shall not affect the termination or its effective date. The consequences of termination set out in clause 6.4 shall apply in respect of that Affiliate Account and the related agreement.

6.3.4 The rights under this clause 6.3 may be exercised as a discretionary change to the Affiliate Programme, as a remedy for any breach or suspected breach by You, as may be necessary to ensure compliance with Applicable Laws, or pursuant to clause 1.2, in each case in respect of one or more affected Brands and/or Markets only and without affecting the remainder of the Affiliate Account or related agreement. Where so exercised in response to a breach or suspected breach, the consequences in clauses 6.4 and 10.4 shall apply to the affected Brand(s) and/or Market(s), without prejudice to LeoVegas’ right to terminate that Affiliate Account in full under clause 6.2.

6.4 Consequences of Termination

6.4.1 In the event of termination of this Agreement for any reason, or in the event of any partial discontinuation, restriction or modification of the Affiliate Programme under clause 6.3 (in which case, the following shall apply mutatis mutandis in respect of the affected Affiliate Account(s), Brand(s) and/or Market(s) only):

a. You will return to Us any confidential information and/or customer information, and all copies of it in Your possession, custody and control and You will cease all use of any Approved Marketing Material and, or of any Intellectual Property Rights pertaining to the Group.

b. You will take immediate steps to transfer ownership to Us of any derivative URL established by You, at a cost to Us not exceeding that incurred by You in registering the derivative URL, but not the costs incurred in developing the derivative URL.

c. You and LeoVegas and Our 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, including but not limited to clauses 1.2 (Multiple Accounts and Separate Agreements), 2.2 (License to use certain Intellectual Property Rights), 4.12 (Confidential Information), 4.13 (Data Protection and Privacy), 4.14 (Anti-Money Laundering and Anti-Fraud), 4.16 (Trademark Infringements) 5.7 (Set-off and recovery of amounts due), 10 (Indemnity, Disclaimers and Limitation of Liability), 11 (Governing Law and Jurisdiction), 13 (Third Parties) and any accrued rights or obligations as at the date of termination

d. Termination will not exculpate You from any liability arising from any breach of this Agreement that occurred prior to termination and shall not affect or limit in any way Our rights pursuant to clause 10 hereof.

e. You will only be entitled to unpaid Fees (if any) earned by You on or prior to the date of termination. Where You have committed a breach of this Agreement that is capable of remedy, You shall not be entitled to any unpaid Fees generated after the breach occurred, until such breach has been remedied to Our reasonable satisfaction; provided that if such breach is not remedied within fourteen (14) days of it occurring (or such longer period as We may agree in writing), We reserve the right to permanently withhold all such unpaid Fees. Where You have committed a breach of this Agreement that is not capable of remedy, You shall not be entitled to any unpaid Fees generated from the date of such breach. Upon termination of the Agreement for any reason, all individuals who were Referred Players under this Agreement shall immediately cease to be Referred Players for all intents and purposes, and You will not be entitled to any Fees or any amounts whatsoever in respect of any such individuals from the date of termination onwards, regardless of whether they continue to be customers of the Group. The same shall apply, mutatis mutandis, upon any partial discontinuation, restriction or modification of the Affiliate Programme pursuant to clause 6.3, in which case all individuals who were Referred Players in respect of the affected Brand(s) and/or Market(s) shall immediately cease to be Referred Players. All revenue earned by the Group from such individuals following termination or partial discontinuation, restriction or modification (as applicable) shall belong exclusively to and shall accordingly be retained in whole by the Group. LeoVegas may withhold the final payment for up to three (3) months to ensure that the correct amount has been calculated.

7. Relationship of Parties

7.1 We are independent contractors, and nothing in this Agreement will create any legal partnership, joint venture, agency, franchise, sales representative, employment relationship or data controller-processor relationship between the Parties, unless otherwise agreed to by both in writing. 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.

7.2 For the avoidance of doubt, You shall be solely responsible for the actions of any sub-contractors or other third parties which You engage (including but not limited to Sub-Affiliates and sub-processors), and for the actions of Your Sub-Affiliates or sub-processors and for monitoring Your Sub-Affiliates or sub-processors to ensure compliance with the terms of this Agreement. You shall be held solely responsible for a breach of the terms of this Agreement by Your sub-contractors or Your Sub-Affiliates or Your sub-processors, and We shall be entitled to take any action against You, without limitation, available under this Agreement or at law in respect of such breach.

8. Local legislation

8.1 You will not be treated as an employee with respect to the Employment & Industrial Relations Act (Cap. 452 of the Laws of Malta) or any other statute, ordinance, rule, or regulation of any country whatsoever similar in purpose to the aforementioned act.

9. Representation of LeoVegas

9.1 You shall not make any claims, representations, or warranties in connection with LeoVegas or the Group, 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 Us.

10. Indemnity, Disclaimers and Limitation of Liability

10.1 Indemnity

10.1.1 Without prejudice to Our rights under clause 10.4., You shall defend, indemnify, and hold LeoVegas and, or any and all members of its Group and Our electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, expenses, damages, claims, fines, sanctions, penalties, proceedings and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with:

a. any breach by You of any warranty, representation, or provision contained in this Agreement;

b. the performance of Your duties and obligations under this Agreement not in accordance with the terms of this Agreement;

c. Your negligence;

d. any injury caused directly or indirectly by Your negligent or intentional acts or omissions, or the unauthorised use of Our Intellectual Property Rights or this Affiliate Programme;

e. all claims, damages, and expenses (including and not limited to, attorneys’ fees) relating to the development, operation, maintenance, and contents of Your site;

f. any breach or non-compliance, non-performance of this Agreement or any part thereof, or non-compliance with Applicable Law; and

g. any non-compliance, act or omission or breach by your Sub-Affiliates or sub-processors, including, but not limited to, resulting from, arising out of, resulting in or in any way connected with the items above.

10.2 Disclaimers

10.2.1 We make no express or implied warranties or representations with respect to the Affiliate Programme, LeoVegas or 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 Website(s) or Products (including service and tracking) will be uninterrupted or error-free. We will not be liable for the consequences of any such interruptions or errors.

10.3 Limitation of Liability

10.3.1 Your liability, whether under contract, tort or otherwise (including any liability for negligent act or omission), shall not be in any manner excluded or limited and shall include, without limitation, also any liability for any indirect and consequential damages incurred by LeoVegas or the Group including loss of profits, revenue, business, contracts and anticipated savings.

10.3.2 Save as expressly set out in this clause 10.3, We will not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any indirect, special, punitive or consequential damages, or for any loss of profits, loss of revenue, loss of business, loss of contracts or loss of anticipated savings, in each case arising from or in connection with this Agreement or the Affiliate Programme, even if We have been advised of the possibility of such damages.

10.3.3 Our total aggregate liability arising from or in connection with this Agreement or the Affiliate Programme, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no event exceed the total amount of Fees paid by Us to You under this Agreement in the twelve (12) month period immediately preceding the event giving rise to the liability. Nothing in this Agreement shall exclude or limit Our liability for death or personal injury caused by Our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under Applicable Law.

10.4 Remedies for Breach

10.4.1 Notwithstanding anything to the contrary, in the case of Your breach or threatened breach of any of the provisions of this Agreement, as well as any direct violation thereof, We shall be entitled to exercise any one or more of the rights and remedies available to Us under this Agreement (including, without limitation, the consequences of termination set out in clause 6.4, the suspension, restriction or closure of Your Affiliate Account, and the withholding or non-payment of any Fees) and/or any rights or remedies available to Us at law, including the right to claim damages (including without limitation any indirect or consequential damage, loss of profits or any expenses incurred in relation to the breach or threatened breach). The exercise of any one or more such rights or remedies shall be without prejudice to, and shall not waive Our right to the exercise of any one or more of the rights and remedies available to Us under this Agreement or at law. Furthermore, We shall be entitled to seek any equitable relief as a remedy for such breach, including but not limited to injunctive relief or specific performance concerning any threatened or actual breach of any of the provisions of this Agreement as well as any direct violation thereof.

10.4.2 Any amount due to Us under this Agreement which is not paid on first demand, shall accrue late payment interest at the maximum amount allowed by the Laws of Malta.

10.4.3 Our rights and remedies under this Agreement are cumulative and not exclusive; the exercise of one or more rights and remedies shall not preclude the exercise of any other, and such rights and remedies may be exercised against any or all of Your Affiliate Accounts in Our sole discretion.

10.4.4 You acknowledge that if You have committed a breach of this Agreement, or if We are not satisfied with the information You are required to provide to us in terms of this Agreement, We may, without prejudice to any other right available:

a. immediately suspend Your Affiliate Account; and/or

b. in Our absolute discretion, not pay You any funds due to You as Fees.

10.4.5 Additionally, if Your account is not active or generating profit through Fee payments, We shall have the right to demand payment of any amounts due to Us from You.

10.4.6 We further reserve the right to report You to the relevant authorities should We, in Our absolute discretion, determine that We are obliged to do so in compliance with Applicable Law.

11. Governing Law and Jurisdiction

11.1 This Agreement 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 Malta.

11.2 Each Party irrevocably agrees that any disputes, claims (including non-contractual disputes or claims) or matters under or in connection with this Agreement shall be submitted and subject to the exclusive jurisdiction of the Malta Arbitration Centre in accordance with the Arbitration Act (Chapter 387 of the Laws of Malta) as presently in force, and as may be amended from time to time. The language of all proceedings shall be English and the arbitration shall take place in Malta.

12. Mutual Support

12.1 Both Parties shall give each other their mutual support in the giving of effect to the spirit, purpose and object of this Agreement.

12.2 You shall comply with, inter alia, all legislation, obligations and requests, as required by Us or by any authority in accordance with Applicable Laws in the jurisdiction in which You or We are domiciled or operate in.

12.3 You warrant that You will co-operate with Us fully and promptly in the event that We request information on Your practices and You agree that We may reasonably monitor such practices to ensure compliance with Applicable Laws. For the avoidance of doubt, this obligation is in addition to, and without prejudice to, Your other obligations under this Agreement, including under clause 3 and 10.1.

13. Third Parties

13.1 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, save that each member of the Group shall be entitled to enforce and rely upon the rights, benefits and protections conferred upon it or the Group under this Agreement as if it were a party hereto. Each such member of the Group is an intended third-party beneficiary of such provisions. Furthermore, any breach by the Affiliate of this Agreement may be relied upon by any member of the Group as grounds for termination or suspension of any other agreement between the Affiliate and that member of the Group, where the terms of such other agreement so permit or where such breach is materially adverse to the interests of the Group.

14. Assignability and Inurement

14.1 LeoVegas may, without Your prior written consent, assign this Agreement to any company forming part of the Group or otherwise, as applicable in accordance with Applicable Laws.

14.2 You may not assign this Agreement, in whole or in part, 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.

15. Severability/Non-Waiver

15.1 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. 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 and no waiver will be implied from conduct or failure to enforce any rights.

16. Entire Agreement

16.1 This Agreement (together with any insertion orders or other contractual instruments issued under it) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties and understandings between the Parties, whether written or oral.

17. Force Majeure

17.1 Neither Party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to, labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty, epidemics, pandemics, government-mandated restrictions or shutdowns, changes in Applicable Law or regulatory requirements (including the suspension, revocation or non-renewal of any gambling licence), or sanctions or embargoes. If such an event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented, provided that it immediately notifies the other Party of the occurrence of such event, and that when the force majeure event ceases, such non-performing Party shall inform the other and resume its obligations pursuant to this Agreement.

18. Notices

18.1 Any and all notices which You send to LeoVegas pursuant to this Agreement and/or which are related in any manner whatsoever to Your role as an Affiliate of LeoVegas, shall be considered valid solely if sent in writing by email to:

a. the affiliate manager handling Your Affiliate Account; and

b. affiliateteam@leovegas.com.

18.2 Any and all notices which We send to You pursuant to this Agreement and/or which are related in any manner whatsoever to Your role as an Affiliate of Us, shall be considered valid if sent to You by the email you provided when applying for the Affiliate Programme.

18.3 Either Party may change its address for receipt of notice by notice to the other Party in accordance with this clause 18.