Affiliate Partner Terms and Conditions

This Agreement includes and incorporates the terms and conditions set out below ("Terms and Conditions") together with the IO (as defined below) agreed between us and you.

By ticking the box indicating your acceptance and continuing with your application to join our affiliate programme, you confirm that you understand and acknowledge these Terms and Conditions and are agreeing (subject to our approval of your application) to be bound by and subject to the terms of this Agreement. If you do not agree with the terms under this Agreement (or are not authorised to do so), you should not continue with your application. If you have any questions regarding our affiliate programme or the terms of this Agreement please contact us here.

1. Definitions

The following expressions in this Agreement shall have the following meanings:

2. This Agreement

2.1. This Agreement sets out the terms and conditions agreed between us and you regarding your application to join (and, if your application is successful, your membership of) our affiliate programme.
2.2. You are not permitted to use any Links and/or Brand Content until your application has been approved in accordance with clause 3.2. Until such time, we will have no responsibility or monetary obligation to you with regard to any Customers.
2.3. If you become an Affiliate, you will:
(a) promote the Site(s) as set out from time to time at your Affiliate Account(s) (as applicable);
(b) prominently place Links on the Affiliate Site in accordance with these terms; and
(c) only promote our Brand(s) on Affiliate Site/Apps that have been approved by us.
In the event you wish to use different media other than those Affiliate Site already approved by us, these must be submitted for review and approved before going live.
2.4. This Agreement replaces and supersedes any other agreements between you and us that may already exist and/or have been entered into previously.
2.5. Except as otherwise stated in clause 9.9, we may change all or any part of this Agreement at any time. Where possible, notice of any changes will be provided to you in advance of any such changes being made, either by an email to your last known email address on our records or through a message via your Affiliate Account. It is important, therefore, that you regularly log into your Affiliate Account and keep your contact details up to date. Unless we believe that a change to this Agreement is required under Applicable Law, in which case that change will come into force immediately, any change to this Agreement will come into force 7 days after notification is made. Your continued participation in our affiliate programme after such time will constitute binding acceptance of such changes. If you do not agree to the changes, you should notify us that you wish to terminate this Agreement under clause 14.6.
2.6. You acknowledge and agree that regulations 6(1), 6(2), 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations 2002 shall not apply to or have any effect on this Agreement.
2.7. Other than clause 15 (Consequences of Termination), if there is a conflict between the IO, these Terms and Conditions, and/or any IO, the order of precedence shall be as follows:
(a) the relevant IO; and
(b) the Terms and Conditions.
2.8. Any compliance queries on this Agreement should be sent to marketing@kalokalo.io.

3. Your Application

3.1. As part of the application process to become a member of our affiliate programme, you must either:
(a) complete and submit the online application form; and/ or
(b) provide the information we request from you directly.
The application form will form part of this Agreement and you warrant and represent that all the information you provide to us either directly or as part of the online application is true, accurate and complete.
3.2. We will notify you by email as to whether or not your application has been successful (which will be at our sole discretion). If your application is rejected, you may reapply at another time. If your application is successful, we will email you the necessary instructions on how to access your Affiliate Account.

4. Identity Verification and Supporting Documentation

4.1. Only individuals who are 18 years or over can be an Affiliate or work for an Affiliate. We will verify your age as part of the application process.
4.2. It is our policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. We will verify your identity by obtaining information from public sources and data and through the information provided by you, which may include (but is not limited to): (i) documents (where you are an individual) for the purposes of proof of identity, proof of residence and/or address and/or proof of age; or (ii) (where you are a company) constitutional documents and documents which verify the identity of the directors and beneficial owner(s) of the company.
4.3. You are required to provide any information and/or documentation requested within 30 days of registration. We reserve the right to suspend and/or terminate this Agreement pursuant to clause 14 if you do not provide the requested information. All requested information must be uploaded directly through your Affiliate Account or sent to marketing@kalokalo.io for review and approval.
4.4. We reserve the right to withhold any payments that may be due to you for so long as we are unable to complete our verification procedures or any verification processes are pending.
4.5. We may ask you to provide further documentation on application and from time to time to ensure our records are kept up to date. You agree to provide us with any information and/or documents which we may request by email to marketing@kalokalo.io within 30 days of such a request being made.
4.6. All information and/or documentation sent to us must match the information provided to us by you on registration. In the event there is a discrepancy and you are unable to provide justification for such discrepancies to our satisfaction we may terminate this Agreement pursuant to clause 4.7 below. Where there is a discrepancy that is justified, we may correct the details based on the documentation provided to us.
4.7. If we are unable to satisfy ourselves of your identity at any time during the Term, we shall be entitled to terminate this Agreement immediately with no liability (including any payments for revenues generated).
4.8. Subject to clause 4.6 above, where you have multiple affiliate accounts, we reserve the right to use documentation received across all your accounts to ensure that personal or corporate details across all accounts properly reflect the documentation in our possession.

5. Your Obligations

Links

5.1. Throughout the Term, you shall prominently incorporate and continuously display on the Affiliate Site the most up to date Links and Brand Content provided to you by us in a manner and location agreed between you and us. In particular you shall:
(a) not alter or remove any promotional terms and conditions which have been included in any Link;
(b) not affect the means by which a User may access such promotional terms and conditions from the Links;
(c) continually test and ensure that any Link provided to you is working accurately and links to the relevant full promotional terms and conditions; and
(d) where we update the Links, remove the old Links from the Affiliate Site within 48 hours of notification and only use such updated Links.
5.2. You agree to give us your reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
5.3. You must only use Links provided by us, or pre-approved by us in writing, to promote the Brand and provide services to us under this Agreement. You are not permitted to create and/or distribute any marketing materials containing any Brand Content without our prior written approval.
5.4. You agree to comply in full with any instructions, guidelines, notices or updates issued by us from time to time in relation to the use of our Brand Content and/or the operation of Links.
5.5. You will not place Links and Brand Content on any website or otherwise online on any site that streams or otherwise makes available content to visitors without appropriate licences from rights holders.

Regulatory

5.6. You acknowledge and agree that you are required to comply with licence conditions and/or codes of practice issued by Regulators and applicable to us or you. By participating in the affiliate programme, you agree to carry out activities as if you were bound by the same licence conditions and subject to the same codes of practice as us and that you will (without limitation):
(a) at all times throughout the Term, obtain, maintain and comply with all licences, permissions, registrations, consents and/or authorisations you may require (including but not limited to any requirement to obtain an affiliate licence from, or register with, a Regulator) in order to fulfil your obligations under the terms of this Agreement in accordance with all Applicable Law;
(b) comply and act in accordance with the following objectives: (i) preventing gambling from being a source of crime or disorder, being associated with crime or disorder or being used to support crime; (ii) ensuring that gambling is conducted in a fair and open way; and (iii) protecting children and other vulnerable persons from being harmed or exploited by gambling. For the avoidance of doubt, you acknowledge that deriving revenue from websites that facilitate the infringement of a third party's Intellectual Property Rights, including (but not limited to) unlicensed streaming sites and file download sites, fall under (i) above;
(c) conform and adhere to Good Industry Practice and good business conduct in respect of the activities you carry out under the terms of this Agreement;
(d) provide us with any such information as we may reasonably require in order to enable us to comply with any information reporting and/or other obligations to any Regulator;
(e) not advertise any Links or Brand Content on any website or other internet platform that also advertises any operator that accepts business from any regulated jurisdiction without an appropriate licence;
(f) ensure that any free-to-play content available on or via the Affiliate Site or any ability to place any form of wager (whether or not real money, free bet or bonus or otherwise) is subject to User age verification and only available to 18+ (or the minimum age in the relevant jurisdiction).
5.7. You will not place any Links and/or Brand Content on pages of the Affiliate Site which are directed at, or are likely to be of particular appeal to, anyone under the age of 18 years (or alternatively the age where they can lawfully participate in betting and/or gaming activities).
5.8. If you wish to place the Links or Brand Content on any medium other than the Affiliate Site, you must first obtain our written consent (which will be provided at our sole discretion).
5.9. We have the right to monitor the Affiliate Site to ensure you are complying with the terms of this Agreement and you shall provide us with all data and information (including, but not limited to, passwords) at no charge to enable us to perform such monitoring. You may not use any other websites or other media (of whatever nature) to market any of our Brands other that the Affiliate Site that have been approved by us.
5.10. If we discover that an Affiliate Site, or your use of any Link or Brand Content within such Affiliate Site/App or otherwise, is not in compliance with the terms of this Agreement, we will be entitled to take such measures necessary to render the Links inoperative and this will constitute a breach of this Agreement entitling us to immediately terminate this Agreement in accordance with clause 14.4. Where instructed to do so by us, you shall immediately remove any Link or Brand Content from the Affiliate Site/App. Notwithstanding the foregoing and without waiving our rights, we may suspend your account and send you notice of any infringement and require you rectify the Affiliate Site within 15 days of such notice in the event of a first infringement or within 7 days of a second infringement. In the event rectification has not been completed to our satisfaction, your Affiliate Account will be terminated in accordance with clause 14.4 below. If your Affiliate Account is suspended by us for whatever reason tracker creation and cashout will be disabled.
5.11. You are not, in any circumstances whatsoever, permitted to target the Links or the Brand Content to any person or entity located in an Excluded Territory.
IT IS YOUR RESPONSIBILITY TO CONSULT AND REGULARLY CHECK THE SITE REGARDING ANY CHANGES TO THE LIST OF EXCLUDED TERRITORIES  (WHERE PUBLISHED).
We shall not provide you with any legal or other advice in relation to Excluded Territories and it is your responsibility to take your own legal advice in any jurisdiction you target.
5.12. You warrant and represent to us that you will at all times provide services under this Agreement (including your use of the Links and Brand Content) in accordance with all Applicable Law.

Brand Protection

5.14. You must not:
(a) register or attempt to register any domain name or mobile app with a name, logo or appearance that includes any of our trademarks or trade or other brand name operated by us or is, in our sole discretion, determined to infringe our Intellectual Property Rights or be confusingly similar to any of our trademarks, brands or logos or any other name that could be understood to designate us or our group of companies (as applicable).
(b) purchase or register keywords, search terms or other identifiers for use in any search engine, portal, social network, sponsored advertising service or other search or referral service which are identical or similar to any of the Group's trademarks or trade or other brand names from time to time including the Brand;
(c) include metatag keywords on the Affiliate Site; or
(d) (except as expressly permitted in this Agreement) otherwise use marks, terms or images,
in each case, which are identical or similar to any of our trademarks or trade or other brand names operated by us or a member of the Group from time to time.
5.15. You warrant and represent that you shall not, nor shall you authorise, allow, assist, or encourage any third party to:
(a) directly or indirectly offer any person or entity any consideration or incentive for using the Links to access the Site;
(b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person;
(c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Site;
(d) engage in transactions of any kind on the Site on behalf of any third party;
(e) take any action that could reasonably cause any User and/or Customer confusion as to our relationship with you, or as to the Site on which any functions or transactions are occurring;
(f) other than providing the Links in accordance with this Agreement (including the IO), post or serve any advertisements or promotional content promoting the Site or the Brand;
(g) post or serve any advertisements or promotional content promoting the Site or Brand otherwise around or in conjunction with the display of the Site including, but not limited to, any pop-up windows or pop-under windows or "framing" technique or technology;
(h) attempt to artificially increase monies payable to you by us;
(i) cause the Site (or any page thereof) to open in a User's browser other than as a result of the User clicking on a Link;
(j) attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in our affiliate programme;
(k) use the Links and/or any Brand Content (including banners, campaigns and promotional material) alongside, in conjunction or in connection with, any inappropriate content (including, without limitation, defamatory or libellous content, lewd, pornographic, obscene or explicit content, pirated content, content that infringes any Intellectual Property Rights, or content which could incite religious hatred or prejudice) and on peer to peer file sharing sites or bit torrents. You shall immediately remove or procure the removal of any Brand graphics, Brand banner advertisements, the Links or Brand Content following notification from us;
(l) purchase or register keywords, search terms or other identifiers for use in any search engine, portal, social network, sponsored advertising service or other search or referral service which are aimed at self-excluded and/or vulnerable persons, including (but not limited to) "self-excluded";
(m) directly or indirectly engage in benefit from any act or traffic that involves any Prohibited Activity;
(n) directly or indirectly post, serve, distribute or redirect any advertisements or promotional content promoting or otherwise advertising or marketing the Site (including, without limitation, banners, campaigns and promotional material) to any person or entity located in the Excluded Territories;
(o) target the Affiliate Site or any Links to any person or entity located in the Excluded Territories;
(p) engage any Third Party Promoter without our agreement pursuant to clause 5.15;
(q) directly or indirectly allow a Third Party Promoter to breach any of the terms and conditions set out in this Agreement;
(r) refer yourself as a Customer via the Affiliate Site or any other site linked to the Affiliate Account.
5.16. If we determine, in our sole discretion, that you have engaged in any of the activities set out in clause 5.14 and/or 5.15, we may (without limiting any other rights or remedies available to us) void and/or withhold any monies otherwise payable to you under this Agreement gained through such breach and/or terminate this Agreement under clause 14.4.
5.17. Where we make a determination under clause 5.16 above, you will co-operate and execute all documents and do all things necessary to assist in the transfer of any domain name or other registration to us at your own cost.

Use of Third Parties

5.18. Provided it has been discussed with and approved by us in the IO or  in writing elsewhere but at all times subject to this Agreement, you may use affiliate networks, social influencers or other third party marketing channels ("Third Party Promoter") to promote the Links. We reserve the right to revoke any such agreement given in respect of a Third Party Promoter at any time.
5.19. The appointment of a Third Party Promoter shall not relieve you from any of the obligations under this Agreement, and you shall be fully responsible for the acts and omissions of any Third Party Promoter as if it was your own act or omission.
5.20. Without prejudice to any other rights and remedies we may have, we shall be under no obligation to accept or pay any Net Revenue derived by a Third Party Promoter if it is not accrued in accordance with the terms and conditions of this Agreement.
5.21. It is your responsibility to make payments to any Third Party Promoter. You agree to indemnify us in full and hold us harmless from any claim made by a Third Party Promoter against us in respect of this Agreement.

Marketing to Users

5.22. Unless otherwise agreed by us, you are not permitted to send any form of direct marketing containing any Links or any Brand Content, including but not limited to, email, SMS, text message or push notifications. For the avoidance of doubt, your use of any Links and/or Brand Content must be pre-approved by us in writing before distribution as set out in clause 5.3 of this Agreement.
5.23. In the event we permit you to send direct marketing containing any Links or Brand Content, you agree that you will have all appropriate consents to send direct marketing and that you will not send any direct marketing to any individual identified as being a self-excluded person.
5.24. Where we make available to you, whether through an API or otherwise, a mechanism to check any direct marketing list against our restricted list (i.e. individuals to whom you should not send marketing on our behalf), you agree that you will only send direct marketing with our consent and only after your direct marketing list has been amended appropriately to remove self-excluded or opted-out individuals.
5.25. You may email us at marketing@kalokalo.io should you have any queries regarding your Obligations.
5.26. You shall not share the login details to the Affiliate Account with any third party.

Social Media

5.29. Any use by you of our Brands on social media shall be in accordance with any guidance we may notify you of, from time to time.
5.30. Use of "influencers" or other individuals with large social media followings who provide marketing services for reward in order to advertise the Brand shall be subject to our prior written approval and shall be with individuals over the age of 18. Any "influencer" or other similar person shall not be any person whose social media profile, in our reasonable opinion, attracts persons below the legal age for gambling in  the targeted jurisdiction.

6. Our Obligations

6.1. We shall supply you with the Links for inclusion on the Affiliate Site.
6.2. Subject to you complying with our instructions with regard to tracking Customers, we shall use our reasonable endeavours to ensure that whenever a User links to the Site through the Links and subsequently becomes a Customer, the relevant Customer is identified as originating from the Affiliate Site. However, we shall not be liable to you in any way if we are unable to identify a Customer as originating from the Affiliate Site/App.
6.3. We shall be entitled to exercise any of our rights or fulfil any of our obligations hereunder (including, without limitation, our payment obligations pursuant to clause 9) through any  associated company within our Group (as may be applicable).
6.4. We make no representation that the operation of the Site will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors.

7. Data Protection

7.1. You warrant that you, the Affiliate Site and any third party engaged by you including Third Party Promoters shall at all times comply in full with Data Protection Laws.

8. Inactivity

8.1. If we deem you to be Inactive, we may freeze your Affiliate Account and notify you that it has been frozen. If we freeze your Affiliate Account and do not receive any response from you, within 30 days of our notification, we will be entitled to (but not obliged), at our sole discretion, either:
(a) delete your Affiliate Account and terminate this Agreement in accordance with clause 14.2; or
(b) decrease the amount of your Revenue Share as per Clause 8.2  below for any Customers.
If we notify you of termination and you do not respond within a further 60 day period, any funds remaining within your Affiliate Account at the time of freezing will revert to us and you will have no right to reclaim it.
8.2. If a Customer is deemed to be Inactive we may, at our sole discretion, either:
(a) de-track that Customer (and you will no longer receive any Revenue Share in relation to them); or
(b) decrease the amount of your Revenue Share for that Customer by up to 50% (fifty percent) ,, irrespective of whether that Customer remains Inactive or becomes active again).

9. Payment

9.1. Any amounts due and payable to you shall be agreed in the IO and shall not be modified other than in accordance with these Terms and Conditions or as agreed in writing between us and you.
9.2. We will provide you with statements accessible through your Affiliate Account detailing the number of Customers and your share of Net Revenues accrued over the course of a calendar month.
9.3. At the end of each calendar month we will record your Revenue Share. In the event that a Revenue Share in any calendar month is a negative amount, we will be entitled, but not obliged, to carry forward and set off such negative amount against all future Revenue Shares, which would otherwise be payable to you, until the negative balance is set off in full.
9.4. If your Revenue Share does not exceed €100 (one hundred Euros) in a calendar month we shall be entitled to withhold and carry forward such sum until the end of the next calendar month in which the Revenue Share (including such carried forward sum) exceeds €100, at which time payment shall be made in accordance with this clause 9. Should you not accumulate €100 over any 12 month period, we shall be entitled to void any Revenue Share due to you and terminate this Agreement.
9.5. Where possible, all Revenue Share payable by us shall be raised and paid out to the bank account nominated by you within 90 days of the end of the relevant calendar month, subject to receipt of a properly issued invoice.
9.6. If an error is made in the calculation of the Revenue Share, we reserve the right to correct such calculation at any time and to reclaim any overpayment made by us to you (including, without limitation, by way of reducing future payments which might otherwise be due to you from us from time to time).
9.7. As set out in the definition of Net Revenue, we will not be obliged to pay for any Revenue Share which we deem (in our sole discretion) was generated by Prohibited Activity. If we deem any traffic to be generated by Prohibited Activity, we will notify you as soon as reasonably practicable. We will also be entitled, in such circumstances, to set-off from future amounts payable to you any amounts already received by you which have been generated by any Prohibited Activity.
9.8. We reserve the right to change your chosen payment structure (including the amount of your Revenue Share) at any time by providing you with at least 30 days' written notice. Upon expiry of the 30 day notice period, the new Revenue Share will automatically apply to any new Customers referred to us after this date. If you do not agree to the change then you may terminate this Agreement by notifying us in writing in accordance with clause 14.3. For the avoidance of doubt, in respect of Customers referred to us before the relevant date, the Revenue Share will remain unchanged.
9.9. All calculations in connection with the amount payable to you under this Agreement will be made by us and based solely on our systems' data and records. Our calculations will be final and binding.
9.10. Net Revenues received in currencies other than Euros shall be converted in accordance with our standard currency exchange policy.
9.11. Your selected payment method must match the details provided on registration (or as subsequently updated, subject to completion of appropriate due diligence). Any discrepancy in between your Affiliate Account records and your payment details may result in delays in payment until we can complete, to our satisfaction, the verification identity or beneficial owner of the recipient account. To do this we may request further documentation from you. We reserve the right to withhold any payments until we are able to complete due diligence on recipient accounts.

9.12 Unless stated otherwise, we may, in certain cases, discontinue any Revenue Share arrangement with you, for Customers you may have introduced, after a period of 24 (twenty four) months. 

10. Intellectual Property Rights

10.1. We grant to you a non-exclusive, revocable and non-transferable licence to display the Brand Content during the Term solely for the purposes of the display of the Links by you on the Affiliate Site as set out in this Agreement and in accordance with any guidelines as may be provided to you from time to time by us. All Intellectual Property Rights and any goodwill arising Brand Content including but not limited to in the Links and in all gambling products, associated systems and software, relating to the services provided by us from time to time, shall remain our property. You are not permitted to use the Brand Content in any way that is detrimental to us, our reputation or goodwill. You are not permitted to alter or modify in any way the Brand Content without our express prior written consent. You must notify us immediately if you become aware of the misuse of Brand Content by any third party. Any licences by us to you under this Agreement will automatically terminate upon the termination of this Agreement for whatever reason.
10.2. You agree that the Affiliate Site shall not in any way resemble the look and/or feel of the Site, nor will you create the impression that the Affiliate Site is an extension of the Site (or any part thereof).
10.3. You agree that you shall immediately cease to use all Brand Content and all related Intellectual Property Rights upon being notified to do so (either by electronic or written notification) or on any termination of this Agreement.
10.4. You shall not contest the validity, enforceability or ownership of any of our Intellectual Property Rights, our affiliate programme, or any of the Sites in any action or proceeding of whatever nature, and shall not take any action that may prejudice us, our Intellectual Property Rights, our affiliate programme, or any of our Sites (as may be applicable), or diminish our goodwill and/or reputation, or the goodwill in our Intellectual Property Rights.

11. Warranties

11.1. Each party to this Agreement represents and warrants to the other that it has and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.
11.2. You warrant and represent to us that:
(a) you have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable you to fulfil your obligations under this Agreement;
(b) that you fully comply with, and shall continue to fully comply with Applicable Law;
(c) the Affiliate Site will not target or be aimed at anyone under the age of 18; and
(d) you are not under the age of either 18 years, or the age at which gambling activities are legal under the law of the jurisdiction where you are located, whichever is greater.

12. Indemnity

You hereby indemnify us and hold us harmless from and against any and all losses, penalties, fines (including from any Regulator), demands, claims, damages, costs (including legal costs), expenses (including, without limitation, consequential losses and loss of profit, if applicable) and liabilities suffered or incurred, directly or indirectly, by us in consequence of any:
(a) breach, non-performance or non-observance by you of any of your obligations under clause 10 above;
(b) action taken by a Regulator against us as a consequence of any act or omission by you; and/or
(c) breach, non-performance or non-observance by you of any of your warranties or representations in this Agreement.

13. Exclusion of Liability

13.1. Nothing in this clause 13 shall limit either party's liability for death and personal injury resulting from its negligence, or for fraud or for any other liability that cannot be limited by law.
13.2. We shall not be liable to you, in contract, tort (including, without limitation, negligence) or for breach of statutory duty or in any other way, for:
(a) any loss of revenues, profits, contracts, business or anticipated savings; or
(b) any loss of goodwill or reputation; or
(c) any indirect or consequential losses,
in each case, whether or not such losses were within the contemplation of you or us at the date of this Agreement.
13.3. Our liability shall not, in any event, exceed the sum of the total monies paid by us to you over the 3 (three) month period preceding the date on which our liability accrued.
13.4. You acknowledge that this Agreement does not impose any exclusivity option on us and we shall be permitted to engage other affiliates as we wish, and we shall not be liable in any way whatsoever for engaging in any arrangement competing with you.

14. Term and Termination

14.1. This Agreement shall start on the date that we notify you that your application to join the affiliate programme has been successful and shall continue thereafter until it is terminated in accordance with this clause 14.
14.2. We may terminate this Agreement for convenience at any time and for any reason by giving you 1 week's written notice (including email).
14.3. You may terminate this Agreement for convenience at any time and for any reason by giving us 4 weeks' written notice (including email).
14.4. We reserve the right to terminate this Agreement with immediate effect by notifying you in writing if:
(a) you have breached (or we have reasonable grounds to believe you have breached) any of the terms of this Agreement;
(b) we (acting reasonably) believe that you have breached, or may be in breach, of any Applicable Law;
(c) there is any negative publicity concerning you, or your owner(s) or group companies (if applicable), which we believe may damage our reputation of us, that of our the Brand, and/or any other brands we may trade with or provide services under, elsewhere;
(d) we believe that our relationship with you might prejudice our relationship with any Regulator or of our ability to obtain any gambling licence;
(e) we are ordered or required by any Regulator to terminate this Agreement;
(f) we cease to operate the Sites, or any part thereof;
(g) the termination right in clause 9.4 applies.
14.5. If we commit a material breach of any of our obligations under this Agreement and, if such breach can be remedied, we fail to remedy it within 30 days of the date of receipt of notice from you, you may terminate this Agreement with immediate effect.
14.6. You may terminate this Agreement if we make a change to all or any part of this Agreement pursuant to clause 2.5 and you do not agree to the changes, such termination to take effect at the end of the 7 day period referred to in clause 2.5 (unless you do not agree to a change we have made which we believe is required under Applicable Law, in which case termination shall take effect when we receive notice from you).
14.7. Either party ("Non-Defaulting Party") may terminate this Agreement with immediate effect by written notice to the other party ("Defaulting Party") if the Defaulting Party becomes insolvent or unable to pay its debts,, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets or if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.
14.8. Without prejudice to any other right or remedy available to us, if you breach this Agreement and/or we are required to do so by Applicable Law, we shall be entitled (but not obliged) to suspend any or all of your rights under this Agreement, with immediate effect. Your obligations under this Agreement shall continue during any period of suspension.
14.9. If you have failed to fulfil any of your obligations and responsibilities under this Agreement, we will not be obliged to pay you the Revenue Share otherwise owing to you on termination or thereafter, where applicable.

15. Consequences of Termination

15.1. Immediately following the termination of this Agreement you must:
(a) remove all of the Links and the Brand Content from the Affiliate Site/App; and
(b) disable any Links from the Affiliate Site/App to any Site, and stop any activity relating to Links.
All rights and licences granted to you in this Agreement shall immediately terminate.
15.2. If we terminate this Agreement for convenience pursuant to clause 14.2, or you terminate this Agreement under clause 14.5, your Revenue Share will automatically decrease as per clause 8.2 above for a period of 1 year after the date termination takes effect (the "Run Off Period"). At the end of the Run Off Period no further Revenue Share shall be due and payable to you.
15.3. If you terminate this Agreement pursuant to clause 14.3 or 14.6, no further Revenue Share shall be due and payable to you after the date termination takes effect. For the avoidance of doubt, the Run Off Period shall not apply.
15.4. If we terminate this Agreement under clause 14.4, no further Revenue Share shall be due and payable to you from the date of your breach in the event of termination under clause 14.4(a) or the date of notification in the case of clauses 14.4(b) to (g).
15.5. The parties shall have no further obligations or rights under this Agreement after the end of the Term and/or Run Off Period (if applicable), without prejudice to any obligations or rights which have accrued to either party at the time when the Agreement ends, save that clauses 5.12, 5.13, 5.14, 12, 13, 15, 17, 18 and 20, together with those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the end of the Term.

16. Change of Control

16.1. If you have a change of Control during the Term we shall be entitled to (at our sole discretion and option):
(a) revert to our "standard" Revenue Share (if you are not already on this Revenue Share);
(b) reduce the Revenue Share as per Clause 8.2  above for all Customers from the date on which the change of Control occurred; or
(c) terminate this Agreement in accordance with clause 14.2.
16.2. If you have a change of Control during the Term, you agree to provide us with identity verification and supporting documentation in accordance with clause 4 of these Terms and Conditions.

17. Confidentiality

17.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or affiliates of the other party or of any member of the group of companies to which the other party belongs which is expressed to be confidential or which might reasonably be deemed to be confidential, except as permitted by clause 17.2.
17.2. Each party may disclose the other party's confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 17, and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.

18. Audit

18.1. You shall maintain, in accordance with Good Industry Practice, complete, accurate and up to date accounting books, records and supporting documentation in connection with this Agreement. You shall retain such records for the duration of this Agreement and for a minimum period of two (2) years thereafter, or such longer period as may be required by Applicable Law.
18.2. We (or our authorised representatives) shall have the right, at no charge to us and on reasonable notice during normal business hours, to inspect, audit and (where deemed necessary by us) copy any records and agreements (subject to giving appropriate confidentiality undertakings) to verify the accuracy of compliance with this Agreement by you.

19. Compliance

19.1. You shall (and shall use all reasonable endeavours to ensure that any person associated with You that performs any services on your behalf or for your benefit in accordance with this Agreement ("Third Party") shall):
(a) not (directly or indirectly):
(i) offer, promise, give, approve, request or accept a bribe, regardless of whether in the public or private sector;
(ii) deliberately or dishonestly evade the payment of taxes, duties or levies in any jurisdiction, or facilitate another person to do so;
(iii) deal in or facilitate others dealing in property that constitutes or represents a person's benefit from criminal conduct with knowledge or suspicion that it constitutes or represents such a benefit;
(iv) provide finance or financial support for the purposes of terrorism with intention, knowledge or reasonable cause to suspect that it may be used for such purposes;
(v) hold another person in slavery or servitude, require another person to perform forced or compulsory labour, or arrange or facilitate the travel of another person with a view to them being exploited; or
(vi) dishonestly do, or fail to do something, that creates an advantage for any person or exposes any person to a risk or actual loss,
In relation to our business.
(b) (i) comply with all applicable laws, regulations and guidance relating to anti-bribery and corruption, anti-tax evasion and facilitation of tax evasion, anti-money laundering, anti-terrorist financing, anti-slavery and human trafficking, and anti-fraud, including (ii) in relation to anti-slavery and human trafficking, require its subcontractors to do the same;
(c) not engage in any activity, practice or conduct that would constitute an offence under any of the Applicable Compliance Laws;
(d) have, maintain and enforce policies and procedures that are adequate to ensure compliance with any of clauses 19.1(a) to 19.1(c) above (both inclusive), the adequacy of which shall be determined in accordance with the Applicable Compliance Laws;
(e) not act or fail to act in any way that would or might lead us or our group to be in breach of any of the Applicable Compliance Laws or any of the relevant policies; and
(f) notify us  (or such other e-mail address as we may notify from time to time) immediately if it becomes aware of any breach or potential breach of any of clauses 19.1(a) to 19.1(c) (both inclusive) or 19.1(e) above or has reason to believe that it or any person or entity associated with it has received what is or appears to be a request or demand from a third party that, if complied with, would amount to a breach or potential breach of any of clauses 19.1(a) to 19.1(c) above (both inclusive) in connection with the performance of this Agreement.
19.2. You shall use all reasonable endeavours to ensure that any Third Party that performs services in connection with this Agreement does so only on the basis of a binding written contract which imposes on the Third Party terms equivalent to those imposed on you in clause 19.1 above ("Relevant Terms"). You shall be responsible for the observance and performance by the Third Party of the Relevant Terms and shall be liable to us for any losses suffered by them as a result of any breach by the Third Party of any of the Relevant Terms.
19.3. You warrant and represent that neither You nor any of your associates, officers, employees or other persons or entities associated with it has:
(a) (i) been charged or convicted of any offence involving bribery, corruption, tax evasion, the facilitation of tax evasion, money laundering, terrorist financing, modern slavery, human trafficking, anti-fraud or any other conduct described in any of clauses 19.1(a) to (c) above (both inclusive), or (ii) to the best of your knowledge, information and belief, been or is the subject of any investigation in relation to the same; or
(b) been or is listed by any governmental, administrative or regulatory body as being debarred, suspended, proposed for suspension or debarment from, or otherwise ineligible for participation in, government procurement programmes or other government contracts.
19.4. You shall promptly notify us if, at any time during the term of this Agreement, your circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in clause 19.3 above at the relevant time.
19.5. Notwithstanding any other provision of this Agreement, breach of this clause 19 shall be deemed to be a material breach of this Agreement under clause 14.4(a).
19.6. Notwithstanding any other provision of this Agreement, if we terminate this Agreement for breach of this clause 19, you shall not be entitled to claim compensation or any further payment or remuneration from us, regardless of whether such compensation, payment or remuneration has already accrued at the date of termination and regardless of the nature of any activities or agreements with third parties entered into before termination.

20. General

20.1. This Agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. Nothing contained in the Agreement shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party's behalf.
20.2. No forbearance or indulgence on the part of us in enforcing the Agreement shall prejudice our rights under the Agreement nor is it to be construed as a waiver of such rights.
20.3. If any clause in the Agreement (or any part thereof) is rendered void or unenforceable by any court or authority of competent jurisdiction then all other provisions of the Agreement will remain in full force and effect and will not in any way be impaired provided the parties agree a replacement provision which is as close as is legally permissible to the provision found invalid or unenforceable.
20.4. Except as otherwise expressly stated in this clause 20.5, the Agreement does not confer any rights on any person or party (other than the parties to the Agreement).
20.5. You shall not, without our prior written consent, assign, transfer or subcontract all or any of its rights or obligations under the Agreement. We shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including its payment obligations) through any company within the Group. In addition, we shall be entitled to assign, transfer and/or sub-license its rights and obligations under the Agreement to any company within the Group and/or make variations to this Agreement without your consent.
20.6. The Agreement is governed by and is to be construed in accordance with the laws of Curacao. The parties irrevocably agree that the courts of Curacao shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Agreement.
20.7. In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.