Last modified: February 25th, 2025

These Terms and Conditions (hereinafter the “Terms”) constitute a legally binding agreement between you (the “Affiliate or you”) and Asyrix Wave Limited (the “AP Provider or us”), (collectively referred as the “Parties” or individually the “Party”) and regulate our business relationship. These Terms apply to your participation in our Affiliate Platform automatically once you register for an account in our Affiliate Platform and shall remain in effect until the closure of your account, regardless of whether there are any active Campaigns. The Insertion Order executed between us, forms an integral part of these Terms and is incorporated hereby by reference.

We may revise or fully replace these Terms from time to time, at our sole and absolute discretion. Any such changes will be effective immediately upon posting on our website or by other means of communication as deemed appropriate by us. It is your responsibility to regularly review the Terms for updates or changes. Continued use of our Affiliate Platform or Services after any amendments constitutes your acknowledgment and acceptance of the revised Terms and Conditions.

DEFINITIONS

Affiliate Platform means the platform that the AP Provider makes accessible to the Affiliate and all its functionalities;

Affiliate’s account means the account created for the Affiliate on the Affiliate Platform;

Business Days means any day other than a Saturday, Sunday, or a public holiday, during which banks are open for general business in the jurisdiction of the AP Provider; 

Campaign/marketing Campaign means a marketing initiative or advertising effort conducted by the Affiliate in collaboration with the AP Provider, aimed at promoting the Gaming Operator’s Website and Products, through the Marketing Channels. Each Campaign is subject to the terms outlined in the respective Insertion Order;

Campaign Offer/Offer means a proposal or promotion provided by the AP Provider to the Affiliate, which outlines the specific terms, conditions, objectives, and deliverables for a marketing Campaign, including but not limited to the services, incentives, targets, timelines, and any applicable compensation structure. The Campaign Offer serves as the basis for the Insertion Order;

Insertion Order means the document or insertion order executed by both Parties after they have agreed upon the terms and conditions for the provision of the services, detailing the specific Campaign(s), timelines, territories, and the applicable fees or other relevant terms associated with the services to be provided;

Customer means an individual that through the Marketing Channels clicks on the Links and is directed to the g Gaming Operator’s Website, where they engage with the content or products provided by the Gaming Operator;

Fraudulent/Unlawful Activity means any actions or attempts by an Affiliate, its agents, or associated third parties to manipulate, deceive, or mislead the AP Provider, or Customer for financial gain or other unfair advantage. This may include, but is not limited to, generating fake traffic, clicks, or conversions through bots, automated systems, or deceptive practice; using false, misleading, or unauthorized content in advertisements; impersonating Customers or engaging in identity theft to falsify user engagement metrics; Interfering with ad delivery, placement, or tracking systems to distort Campaign performance data; violating applicable laws, laws relating to Anti-Money Laundering and Terrorist Financing, regulations, or these Terms and Conditions to achieve financial or other benefit;

Gaming Operator means any entity that operates online gaming, betting, or gambling platforms, offering services such as casino games, sports betting, or other wagering activities to Customers, and collaborates with the AP Provider to promote its platform through advertising Campaigns;

Gaming Operator’s Website means the websites of the Gaming Operator where Customers are directed when clicking the Link;

Links means unique Uniform Resource Locators (URLs) generated by the AP Provider to be used and placed by the Affiliate on the Marketing Channels for each Campaign in order to track the performance of the Affiliate. The Links may also be embedded by the Affiliate to banners, comments, buttons or other Marketing Materials placed on the Marketing Channels, or used independently;  

Marketing Channels means any and all media resources such as websites, applications, online services and or communication channels like emails, messenger platforms,  comments on media platforms, or other digital placements, whether owned, controlled, represented by, or simply accessible to the Affiliate, as specified in the applicable Insertion Order, where Links are placed either as plain URLs or embedded into Marketing Materials to direct Customers to the Gaming Operator’s Website;

Marketing Materials means any banners, buttons, text links, clicks, co-registrations, pop-ups, pop-unders, emails, graphic files, and similar online media, as well as any content provided or made available by the AP Provider to the Affiliate for use in Marketing Channels whether in their final form, ready for use, or in an initial form requiring the Affiliate to create the final version. This also includes the Gaming Operator’s trademarks, trade names, logos, slogans, catchphrases, and other intellectual property used to promote the Gaming Operator’s services or products;

Products means those products and services offered by the Gaming Operator to its customers from time to time through the Gaming Operator’s Website, which can be accessible via a computer, any internet enabled and/or electronic device, website, social media network, software (including, but not limited to, applications for smartphones), or by any other means whatsoever;

Services means the advertising campaign services that the Affiliate agrees to provide through the use of the Affiliate Platform or any other means and as further specified below.

PROVISION OF SERVICES

1.1. The AP Provider offers advertising services to Gaming Operators by facilitating the placement of their web advertising on Marketing Channels. The AP Provider engages the Affiliate to place the Links in the specified Marketing Channels (the “Service(s)) to drive traffic and engagement to the Gaming Operator's Websites. 

1.2. For the avoidance of doubt, the Affiliate does not have direct contact with the gaming operators. The AP Provider operates solely as an intermediary and is not a gaming operator. The AP Provider does not control, manage, or own the Gaming Operator’s Website. The AP Provider offers the Services by working directly with Affiliates, contractors, partners, and publishers to deliver Campaigns that align with each Gaming Operator’s instructions and objectives. The AP Provider also manages the registration and verification of Affiliates, tracks performance metrics, and pays the Affiliates in accordance with the respective Insertion Order.

1.3. The AP Provider will provide the Affiliate with access to real-time performance data through its Affiliate account. These data shall include relevant metrics regarding the Affiliate's activities, Customer engagement, and earnings, as calculated by the Affiliate Platform, and shall be accessible to the Affiliate at any time. The Affiliate will receive unique referral Links for each Campaign. These Links will enable the AP Provider to track the performance of such placements and generate corresponding performance metrics. The Affiliate is solely responsible for placing the Links and ensuring that the Links are correctly implemented, operate properly,  track the performance under each Campaign and are used for all placements.

1.4The Affiliate shall place Marketing Materials in the specified Marketing Channels. The Affiliate shall be responsible for ensuring at all times that the Links are correctly installed and lead to the designated Gaming Operator’s Website.

1.5. The Affiliate will only be permitted to use the Marketing Channels that are designated in the Insertion Order. Any use of additional Marketing Channels will require additional submissions of applications and further approval by the AP Provider.

1.6.The Affiliate shall not modify the Links or other Marketing Materials that the AP Provider provided to the Affiliate. The Affiliate acknowledges that the AP Provider will be monitoring the Marketing Channels to determine continued compliance with these Terms.

AFFILIATE ACCEPTANCE 

2.1. Affiliates seeking to participate in Campaigns made available by the AP Provider must first register for an account (the “Application”) with the AP Provider. The registration process includes the submission of accurate and complete information as requested by the AP Provider and compliance with a verification procedure, as required by the AP Provider during the registration process. Affiliates must pass this verification process to be eligible to receive Campaign Offers from the AP Provider.

2.2. Once the Application with all the necessary additional documents is sent through the Affiliate Platform, the AP Provider will review the Application and notify the Affiliate whether they have been accepted to participate in the Affiliate Platform, or not.  Before the acceptance of the Application, the AP Provider may request to review the Application with the Affiliate in more detail. AP Provider may require the completion of certain requirements or certification(s) before the acceptance of the Application. AP Provider reserves the right to reject an Application at its sole discretion without providing an explanation. 

2.3. Upon successful completion of the Application and verification process, Affiliates will gain access to the AP Provider’s Campaign Offers. The AP Provider will provide Affiliates with information about available Campaigns, including details of the advertising terms and compensation models for each Campaign.

2.4. Once an Affiliate accepts an Offer by the AP Provider, the Parties shall execute the Insertion Order which will form an integral part of these Terms. By executing an Insertion Order, the Affiliate agrees to the specific commercial terms and conditions outlined in the Insertion Order. The Insertion Order, together with these Terms, will govern the Affiliate’s obligations and compensation for each Campaign.

2.5. The AP Provider reserves the right to request updated Know Your Customer (KYC) information or any additional documents and clarifications from the Affiliate at any time. Until such updated KYC information, or any additional documents and clarifications are provided by the Affiliate, to the AP Provider’s satisfaction, the AP Provider may suspend all ongoing Campaigns and withhold any payments due to the Affiliate. 

2.6. The AP Provider reserves the right to reject any Application for any reason at its sole discretion, without providing any justification for such rejection to the Affiliate.

MARKETING MATERIALS

3.1. The Affiliate shall be entitled to publish the Marketing Materials on the Marketing Channels and shall be granted a non-exclusive, non-transferable, limited-term, revocable license to display, perform, publish, and transmit all Marketing Materials for the purpose of performing the Services pursuant to these Terms. The Affiliate shall be entitled to cease using any Marketing Materials at any time. 

The AP Provider may, at its discretion, supply Marketing Materials to the Affiliate to facilitate Campaigns. Where such Marketing Materials are supplied, the AP Provider will provide them at least three (3) days in advance to the planned publication date set by the Affiliate. The Affiliate shall not obtain any rights of ownership to the Marketing Materials, and all such materials shall remain in the exclusive ownership of the Gaming Operator.

Upon AP Provider’s request, the Affiliate shall cease using any Marketing Materials as respected by the AP Provider.

3.2. The Affiliate hereby understands, that in some instances, the Affiliate may be required to create the final Marketing Materials with the materials provided by the AP Provider. In the event that the Affiliate is responsible for creating such final Marketing Materials, the Affiliate shall get prior approval for the use of such Marketing Materials. If the Affiliate, will use Marketing Materials already approved by the AP Provider or similar Marketing Materials, such prior approval will not be required. For the avoidance of doubt, any Marketing Material not already approved by the AP Provider, shall be submitted to the Provided for prior approval before its placements. 

3.3. The Affiliate shall be solely responsible for the final Marketing Materials created by the Affiliate. Furthermore, the Affiliate agrees to ensure that the content of such Marketing Materials complies with all applicable laws and regulations and the Affiliate shall further ensure that the Marketing Materials do not include any viruses, Trojan horses, or any other kind of malware.

3.4. Any editorial decisions relating to the placement of Marketing Materials, including the positioning, placement, or frequency of displaying any Marketing Materials on the Marketing Channels shall be made by the AP Provider in collaboration with the Affiliate, unless otherwise provided for in the Insertion Order.

3.5. The AP Provider reserves the right, at any time, to request from the Affiliate to cease the use of any Marketing Materials that it deems inappropriate, illegal or improper and the Affiliate shall comply with such request immediately.

3.6. The Affiliate shall take all necessary precautions to prevent the introduction of any malicious code into the Marketing Materials displayed on the Marketing Channels.

3.7. The Affiliate is prohibited from using Marketing Materials for any Fraudulent or Unlawful Activity or for any purpose not specifically described in these Terms. The Affiliate shall not use the Marketing Materials to direct potential clients to any third-party websites or resources not approved by the AP Provider.

AFFILIATE’S OBLIGATIONS

4.1. The Affiliate shall be solely responsible for the development, functioning, content, maintenance and updating of its Marketing Channels, as well as all materials that may be associated with the Marketing Channels. The Affiliate hereby confirms that the Marketing Channels do not and will not contain any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar materials, including, but not limited to, those related to violence, pornography, racial or ethnic discrimination, drug or alcohol promotion, or the encouragement of other harmful habits, sexual preference, national origin, ethnicity, nationality, disability, religious preference or materials that violate any patent, trademark, copyright, trade secret, confidential information, or any  other property rights, or infringe on any other intellectual property rights of any other party. Furthermore, the Marketing Channels shall not contain or be associated with any Fraudulent or Unlawful Activity.

4.2. The Affiliate is prohibited from customizing the Marketing Channels in any way that could create confusion or give the impression that the Gaming Operator’s Website is partially or fully affiliated with or related to the Marketing Channels or create or design the Marketing Channels in a manner that explicitly or implied resembles to the Gaming Operator’s Website. Furthermore, the Affiliate is prohibited from using the Gaming Operator’s brand name, or any variations thereof, in the domain name (URL) of the Marketing Channels.

4.3. The Affiliate shall not engage in any activity aimed at unlawfully increasing profits or defrauding the Affiliate Platform. This includes, but is not limited to, generating incentivized traffic, cashback traffic, or any form of spam traffic. In the event of a breach of this provision, the AP Provider reserves the right to terminate the Affiliate’s account immediately. For the avoidance of doubt, traffic to the Gaming Operator’s Website will be considered unlawfully inflated if, for example, a Customer is instructed or incentivized to proceed with actions not approved by the AP Provider, such as offering unapproved incentives (e.g. cashbacks) to trigger a CPA (Cost per Acquisition) deal. Upon request by the AP Provider, the Affiliate shall provide information and additional documents regarding the sources of traffic generated on the Gaming Operator’s Website, if available. In addition, the AP Provider reserves the right to deduct from any commissions, or payments already made to the Affiliate that are found to have resulted from Fraudulent or Unlawful activities. Such deductions may be applied against future payments or, if necessary, recovered through other means.

4.4. The Affiliate is prohibited from using the following advertising formats without prior written consent from the AP Provider:

1. Email spam, social media spam, or any other form of spam;

2. Contextual ads that contain the Site's brand name in any variation;

3. Click-under or pop-under traffic;

4. iframe traffic.

4.5. Additionally, the Affiliate is strictly prohibited from:

1. Misleading users or using deceptive information;

2. Manipulating cookies;

3. Attracting traffic from sites aimed at minors or those encouraging violence, racial, gender, religious, national, disability, sexual identity, or age discrimination, or those involved in illegal activities or infringing intellectual property rights.

4.6. The Affiliate shall ensure that the Marketing Channels: 

1. Do not Infringe upon the intellectual property rights of any third party or damage the goodwill of any third party;

2. Do not Target minors or individuals under the age of 18 (or any higher legal age limit imposed by applicable law);

3. Do not Contain pornographic, violent, or obscene content;

4. They comply with all relevant laws, the terms of this Agreement, and any applicable policies of search engines or social media platforms.

The Affiliate acknowledges that the Marketing Materials may be related to gambling may be subject to legal restrictions in various jurisdictions. Therefore, the Affiliate agrees that if, under the laws and regulations of the country where the Affiliate’s Marketing Channels are registered, or in the territories they target, advertising or promoting gambling activities is prohibited or restricted, the Affiliate shall not enter into or continue participation in the Affiliate Platform under these Terms. In such cases, the Affiliate shall refrain from placing any gambling-related Marketing Materials on the Marketing Channels.

If the Affiliate’s actions lead to adverse consequences for the AP Provider due to non-compliance with applicable laws or regulations, the Affiliate will assume full responsibility for such outcomes and shall indemnify and hold the AP Provider harmless from any liabilities, damages, or costs arising from these actions.

The Affiliate represents and warrants that it has, and will maintain throughout the term of the Insertion Order, all actions, registrations, approvals, permits, and licenses (including, but not limited to, any approvals, permits, and licenses required from any applicable regulatory or governmental authority) necessary for the Affiliate to:

1. Enter into and comply with these Terms;

2. Conduct its business lawfully in the relevant territories where the  Products are offered;

3. Receive payments under these Terms;

4. Perform all other obligations under these Terms and enable the AP Provider to provide its Services.

In the event that such registrations, approvals, permits, and/or licenses are canceled, revoked, surrendered, discontinued, suspended, or expired for any reason whatsoever, the Affiliate shall immediately notify the AP Provider. The AP Provider reserves the right to immediately (and without notice) terminate, and/or suspend any Insertion Order, without prejudice to any other remedies available to the AP Provider under these Terms, at law, or in equity.

AFFILIATE PLATFORM 

5.1. Due to internal risk mitigation approach, the Affiliate Platform will not accept registrations from Affiliates located in the following countries: [list of restricted countries].

5.2. The Affiliate is allowed to have only one active account on the Affiliate Platform. Any attempts to create duplicate registrations with the Affiliate Platform are prohibited.

5.3. The Affiliate Platform shall provide the Affiliate with statistics related to the calculation of fees.

5.4. The Affiliate is solely responsible for securing its access data to the Affiliate Platform (e.g., login, email, password, etc.). The AP Provider shall not be liable for the loss or disclosure of such data to third parties by the Affiliate.

5.5. The Affiliate Platform shall provide the Affiliate with access to comprehensive data, including key performance metrics related to the Affiliate’s activities, user engagement, and earnings. This data, calculated by the Affiliate Platform, will be available to the Affiliate at any time to support transparent tracking and performance evaluation. 

5.5. The Affiliate Platform is provided “as is” and the AP Provider reserves the right to modify, update, or discontinue any features or functionalities of the Platform at its sole discretion, without prior notice. However, if such modifications are expected to disrupt the functionalities of the Platform, the AP Provider shall notify the Affiliate in advance and use reasonable efforts to minimize any adverse impact on the Affiliate’s use of the Platform.

BREACH OF THESE TERMS 

6.1. In the event of a breach of any of the provisions described in these Terms by the Affiliate, the Affiliate’s account with the Affiliate Platform may be suspended or terminated at the sole discretion of the AP Provider. The AP Provider reserves the right to withhold or suspend payment of any commissions due to the Affiliate if such payments are suspected to result from activities that breach these Terms, including but not limited to Fraudulent or Unlawful Activity. If the breach is proven, the AP Provider may withhold the relevant commission and demand a refund of any commission already paid to the Affiliate or deduct its amount from further payments. 

6.2. The AP Provider shall not be liable for any losses or damages arising from the suspension or termination of the Affiliate’s account or the withholding of commissions. 

6.3. The AP Provider retains the right to take any necessary legal actions, including claims for damages or restitution, should the Affiliate’s breach result in harm or losses to the AP Provider or its partners. The Affiliate acknowledges and agrees that any breach that constitutes Fraudulent or Unlawful Activity may result in immediate termination of the Agreement, suspension or forfeiture of any pending or future commission payment or in legal proceedings.

CAMPAIGN MODELS

7.1. The AP Provider offers various advertising Campaign models, each with distinct structures, goals, and compensation methods. Upon acceptance to participate in the Affiliate Platform, Affiliates may choose to join specific Campaigns by executing an Insertion Order for each Campaign. The Insertion Order details the commercial terms specific to each Campaign, including payment models, duration, and geographical targets. 

Campaign Types

7.2. The AP Provider’s Affiliate Platform supports the following Campaign types, which may be updated or expanded upon notice to Affiliates:

1. Cost Per Acquisition (CPA): This model measures the effectiveness of the Affiliate’s marketing efforts by tracking each new Customer who completes specific actions, such as registration, making a first-time deposit (FTD), or any other predetermined conversion event, through the Affiliate’s Marketing Channels. In certain cases, the CPA model may also apply to second-time deposits (STD), such as for reactivation or motivation Campaigns, provided that only one deposit per Customer qualifies for commission under such Campaigns. Exact qualification requirements are to be determined in the respective Insertion Order

2. Cost Per Mille (CPM): This performance model assesses the Affiliate’s impact by tracking the number of impressions generated through the Affiliate’s Marketing Channels. An impression is achieved when an advertisement loads on a page or on an application and is viewed by the Customer. Under this model, the Affiliate is paid a rate as determined in the Insertion Order for every 1,000 (one thousand) views.  .

3. Cost Per Click (CPC): Under this model, clicks generated through the Affiliate’s Marketing Channels leading to the Gaming Operator’s Website are recorded, allowing the AP Provider to measure the level of engagement with the Marketing Materials published on Marketing Channels.

4. Revenue Share (RevShare): This performance model tracks the revenue generated from Customers, typically stemming from deposits, in-game purchases, or other transactions. Revenue share percentages are defined per Campaign in the Insertion Order and may be adjusted by the AP Provider per the terms outlined in the Agreement. RevShare is accrued as long as the Insertion Order remains effective, subject to the following exceptions: (i)  the Company reserves the right to withhold RevShare and such Revshare will cease to accrue for a Customer if such a Customer becomes dormant and remains inactive for a period of one (1) month or longer, irrespective of any subsequent reactivation of the Customer; and (ii) the Company reserves the right to withhold RevShare and such RevShare will cease to accrue entirely immediately upon termination of the Insertion Order, whether terminated by the Affiliate for convenience or by the AP Provider for cause.

5. Hybrid Campaigns: Combination of different types of Campaigns, as agreed between the Parties, such as CPA and RevShare.

Additional Campaign types may also be offered. These may either be added directly to these Terms or may be detailed within each individual Insertion Order. 

At the end of each month, in accordance with Clause 8, the Affiliate shall earn a percentage of these metrics' results as specified in the Insertion Order.

COMMISSION AND PAYMENT 

8.1. In consideration for the Services provided by the Affiliate, the AP Provider shall pay the Affiliate the commission as set forth in the applicable Insertion Order (hereinafter referred to as the "Commission"). The Commission structure and rates shall be agreed upon in writing in each Insertion Order and may be revised only by mutual written consent of both Parties.

8.2. The Commission shall be calculated according to the agreed payment scheme and shall be payable to the Affiliate on a monthly basis. The AP Provider is not obliged to proceed with payment if the total Commission due to the Affiliate is not at least 100 USD (the “threshold(s)”). Amounts below 100 USD will accrue to and payment will be made for the month when the Affiliate’s total Commissions reach the minimum [amount]. In the event of termination of the last effective Insertion Order, the Commission will be paid to the Affiliate regardless of whether the minimum threshold has been reached. The AP Provider reserves the right to amend the minimum threshold at any time, in accordance with these Terms, however, if the threshold is increased, the new threshold will apply only to new Insertion Orders and will not affect the existing Insertion Orders. Additionally, the Parties may agree on different thresholds for Commission payments within their specific Insertion Orders. 

8.3. The Commission will be paid solely for activity generated by the Affiliate using the provided Links and exclusively for those specific Links. The Affiliate has no right to Commissions if a Customer later returns to the Gaming Operator’s Website and makes a purchase through another link or source other than the Links. For all the Campaign modes, expect for the RevShare model, the Affiliate has no right to Commissions based upon subsequent sales, even if the Customer first arrived at the Gaming Operator’s Website through the Links. 

For the CPA model, Commissions will only be tracked and paid when the Customer completes the required action, such as making a purchase or deposit, during the same visit to the Gaming Operator’s website initiated through the Link on the Marketing Channel. For the RevShare model, commissions will be tracked and calculated based on revenue generated from Customers who visit the Gaming Operator’s Website through the Links and subsequently engage in qualifying activities as defined in the applicable Insertion Order. The method of calculating revenue for the purpose of RevShare will be specified in the respective Insertion Order.

8.3.1. The Affiliate acknowledges that the AP Provider shall not be liable for the payment of any Commission for performance metrics that are not tracked by the Affiliate Platform due to the Affiliate’s failure to properly place the Links on the Marketing Channels, as stipulated in clause 1.3.

8.3.2. All payments shall be made in the currency and via the payment method specified in the Insertion Order for each Campaign, and to the Affiliate’s designated account as specified therein. The Affiliate shall bear any bank or transaction fees associated with the transfer of funds charged by their receiving bank or payment provider, while the AP Provider shall bear any costs associated with initiating the transfer of funds.

8.3.3. Any disputes regarding Commission amounts must be submitted by the Affiliate in writing within seven (7) calendar days of the receipt of Commission. Both Parties agree to cooperate in good faith to promptly resolve any invoicing disputes.

8.4.4. The AP Provider reserves the right to deduct, in subsequent months, any Commission paid that is later determined to have resulted from Fraudulent or Unlawful Activity . This includes, but is not limited to, cases where the activity violates these Terms, applicable laws, or the AP Provider’s policies. Such deductions may also apply if the previous monthly Commission was overpaid due to errors related to Fraudulent or non-compliant Activities or due to miscalculations.

8.4.5. All Commission is considered to include all indirect taxes if applicable, further calculation, reporting and payment of all such taxes shall be the responsibility of the Affiliate. Where applicable, the AP Provider shall deduct any applicable withholding taxes in accordance with relevant tax regulations (in which case the payable amount will decrease accordingly) and shall not compensate any such deduction. Under no circumstances shall the gross amount payable by the AP Provider to the Affiliate exceed the amount calculated by the Affiliate Platform according to the Insertion Order.

TERM AND TERMINATION

9.1. These Terms shall come into effect upon registration of the Affiliate Account and shall remain in force until the closure of the Affiliate Account, for any reason. 

9.2. Both Parties reserve the right to terminate any Insertion Order, as well as this entire agreement (which could lead to the closure of the Affiliate Account), with or without cause, at any time by providing thirty (30) calendar days prior written notice. 

9.3. The AP Provider reserves the right, at any time, without prior notice, to close the Affiliate's Account or terminate the Insertion Order if there is reasonable suspicion of a breach of these Terms by the Affiliate, or if the Affiliate engages in any activity considered Fraudulent or in bad faith. Additionally, the AP Provider may close the Affiliate’s Account or terminate the Insertion Order to ensure compliance with public regulations and internal policies applicable to the AP Provider 's operations, including Anti-Money Laundering (AML) and Know Your Customer (KYC) requirements, which may be updated periodically.

9.4. Both Parties may terminate the Insertion Order, effective upon written notice to the other Party, if the such Party:

1. Is in Material breach of these Terms, and such breach is not cured within fifteen (15) calendar days after receipt of written notice of such breach;

2. Becomes insolvent, admits inability to pay its debts as they become due, becomes subject (whether voluntarily or involuntarily) to any proceeding under domestic or foreign bankruptcy or insolvency law, makes an assignment for the benefit of creditors, or has a receiver, trustee, or similar agent appointed over substantially all of its assets.

3. Upon termination of the Insertion Order for any reason, the Affiliate shall be entitled to receive its accrued Commissions up to the termination date, (a) except in the case of RevShare model, where the entitlement to commissions will be subject to the terms of clause 7.2. as outlined above, and (b) provided that:
   1. The Affiliate’s account balance exceeds one hundred (100) USD;

   2. The traffic provided prior to termination meets the requirements set by the Affiliate Manager; and

   3. Such traffic is not determined to be fraudulent, incentivized, or otherwise in violation of the Agreement. The AP Provider reserves the right to withhold final Commission payments for a sufficient time in order to ensure that the amount paid to the Affiliate is accurate and is not subject to later adjustments due to any Fraudulent or Unlawful Activity or for any other reason. If following final payment, the AP Provider determines that the amount of Commissions paid was wrong, as a result of any Fraudulent or Unlawful Activity or violation of these Terms, the AP Provider shall have all legal right to request a refund of such overpaid Commission from the Affiliate and the Affiliate shall return such amount to the AP Provider.

INTELLECTUAL PROPERTY 

10.1. The Affiliate is granted a non-exclusive, limited-term, non-transferable, revocable license to use the Gaming Operator’s trademarks, logos, and copyrighted materials and Marketing Materials (collectively referred to as “Materials”) solely for the purpose of displaying and promoting the Gaming Operator’s brand on the Marketing Channels. The Affiliate may only use the Materials that the AP Provider has expressly provided to the Affiliate for this purpose. The Affiliate may not distribute, reproduce, modify, or amend these Materials in any way unless specifically authorized in writing by the AP Provider. This license will automatically terminate upon the termination of any Insertion Order or the Affiliate Account. Upon termination, the Affiliate shall immediately cease using the Materials and, if applicable, return or destroy any copies in its possession, as instructed by the AP Provider. All intellectual property rights to all Marketing Materials created by the Affiliate, shall be the sole property of the AP Provider. The Affiliate hereby assigns all rights, title, and interest in such materials to the AP Provider upon their creation. The Affiliate further warrants that it will not use or distribute such materials outside the scope of this Agreement without the AP Provider’s prior written consent.

10.2. The Affiliate shall use the Materials only in the format, size, and style in which they were provided or approved and may not alter or modify them in any way. The Affiliate agrees to display the Materials prominently on the Marketing Channels in accordance with the Gaming Operator’s branding standards and guidelines, as communicated to the Affiliate by the AP Provider. 

10.3. All intellectual property rights in and to the Affiliate Platform, including but not limited to its software, design, features, functionalities, trademarks, logos, trade names, and underlying technology (collectively, the “Platform IP”), are and shall remain the sole and exclusive property of the AP Provider or its licensors.

10.4. The Affiliate is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Affiliate Platform solely for the purposes set forth in this Agreement and in accordance with its terms. The Affiliate shall not:

1. Reproduce, modify, adapt, translate, or create derivative works based on the Platform IP;

2. Decompile, reverse engineer, or attempt to extract the source code of any part of the Platform;

3. Remove or alter any copyright, trademark, or other proprietary notices contained in the Platform;

4. Use the Platform IP in any way that infringes the AP Provider’s intellectual property rights or any applicable laws.

10.5. Upon closure of the Affiliate Account or termination of any Insertion Order, the Affiliate’s right to access and use the Platform and the Materials shall cease immediately and the Affiliate shall immediately return all Materials to the AP Provider. Any unauthorized use of the Platform IP or the Materials shall be considered a material breach of this Agreement, entitling the AP Provider to seek legal and equitable remedies.

LIABILITY

11.1. In no event will either Party be liable for (i) any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether the company has been advised of the possibility of such loss or damage); and (ii) any loss of business, revenue, profits and/or data or use. In no event will a Party hereto be liable to the other Party as a result of any action or inaction of any third party.

11.2. Affiliate shall defend, indemnify and hold the AP Provider harmless from and against any and all claims, demands, liabilities, losses, damages, costs, fines, sanctions and expenses (including reasonable legal fees) resulting or arising from such the Affiliate’s breach of these Terms or any Applicable Legislation or from any third party claims against the AP Provider (including, without limitation, claims or actions by any government or regulatory body or agency) resulting from the Affiliate’s actions or inactions.

11.3. The AP Provider hereby disclaims any and all warranties and liabilities related to any downtime or failure of Customers to access the Marketing Channels or the Gaming Operator’s Website. The AP Provider shall not be responsible for and hereby disclaims any and all warranties related to the Gaming Operator’s Website, the Affiliate Platform, the Affiliate’s participation and use of the Affiliate Platform, the Affiliate’s ability to profit through participation in the Affiliate Platform and use of the Services, including but not limited to any warranties of fitness for any particular purpose or merchantability, non-infringement, or any claim made based upon the AP Provider’s course of dealing or usage of trade. The AP Provider does not represent or warrant that the Affiliate Platform or the Services, including but not limited to its performance metrics, will be error free or that they will function without interruption.

CONFIDENTIALITY

12.1. The Affiliate, including its representatives, employees, advisors, and agents (collectively, 'Representatives'), shall maintain the confidentiality of, and shall not disclose to any third party, any proprietary or confidential information disclosed by the AP Provider  to the Affiliate, including, without limitation, information relating to the AP Provider’s business operations, processes, practices, products, customers, accounts, financial matters, contractual arrangements, trade secrets, pricing, fees, and any information related to the Services provided under these Terms, such as reports, recommendations, advice, testing materials, and other materials of similar nature (collectively, “Confidential Information”).

12.2. Affiliate agrees to use Confidential Information solely for the purpose of fulfilling its obligations under these Terms and shall exercise the same degree of care in protecting the AP Provider’s Confidential Information as it would to protect its own confidential or proprietary information, but in no event less than reasonable care.

12.3. Affiliate may share Confidential Information with its employees, advisors, or partners strictly on a need-to-know basis, provided that:

1. such individuals or entities are bound by confidentiality obligations no less stringent than those set forth herein; and

2. the Affiliate shall be held liable for any unauthorized disclosure or breach of confidentiality by its representatives, employees, advisors, or partners.

12.4. The obligations under this Section 12 shall not apply to any Confidential Information that:

1. was already lawfully known to the Affiliate prior to its disclosure by the AP Provider, without an obligation to maintain confidentiality;

2. becomes publicly available through no breach of these Terms by the Affiliate;

3. is disclosed to the Affiliate on a non-confidential basis by a third party who, to the Affiliate’s knowledge, is not restricted by the AP Provider from disclosing such information;

4. is independently developed by the Affiliate without reliance on or reference to the AP Provider’s Confidential Information; or

5. must be disclosed as required by law, court order, or any governmental or regulatory authority, provided that the Affiliate, where permissible, promptly notifies the AP Provider of such obligation and cooperates reasonably to limit the scope of the required disclosure.

12.5. The confidentiality obligations in this Section shall survive the termination or expiration of these Terms for a period of five (5) years, or as long as the information remains confidential, whichever is longer.

MISCELLANEOUS 

13.1. Force Majeure: If either Party fails to perform any of its obligations under this Agreement (other than the obligation to pay any fees) due to an event of force majeure, the affected party shall be excused from performance for the duration of such event and for a reasonable period thereafter, to the extent that the failure is caused by circumstances beyond its reasonable control. Such events include, but are not limited to, acts of God, natural disasters (e.g., pandemic, fire, flood), civil unrest, riot, war (whether declared or undeclared), revolution, embargoes, or other similar events.

The affected Party shall promptly notify the other Party in writing of the occurrence of such an event and shall make reasonable efforts to mitigate the effects of the event and resume performance as soon as possible.

13.1.1. Entire Agreement: These Terms and the Insertion Order constitute the entire understanding and agreement between the Parties with respect to its subject matter and supersede all prior agreements, discussions, or understandings, whether written or oral, between the Parties concerning the same.

13.1.2. Notices: All notices under this Agreement shall be sent via email to the email addresses specified in the Insertion Order. A notice sent by email shall be deemed to have been received on the earlier of: (i) the recipient’s acknowledgement of receipt, or (ii) the following business day after the time of transmission, unless there is an error in the recipient's email address.

13.1.3. Independent Contractors: Nothing in this Agreement creates or shall be construed as creating any relationship of exclusivity, partnership, joint venture, employment, agency, or franchise between the Affiliate and the AP Provider. Each Party acknowledges that it has no authority to bind the other in any way, including but not limited to making representations or warranties, assuming any obligations or liabilities, or exercising any rights or powers, except as explicitly set forth in these Terms.

13.1.4. Non-Exclusivity: These Terms do not establish an exclusive relationship between the Parties. Both Parties retain the right to promote or recommend similar products and services from third parties and to collaborate with other entities on the design, sale, installation, implementation, and use of comparable third-party products and services. The Affiliate agrees to treat the AP Provider with at least the same level of care and attention as they provide to other entities with whom the Affiliate collaborates, ensuring that the AP Provider’s interests are respected and upheld in the same manner.

13.1.5. Assignment: Except with the prior written consent of the AP Provider, the Affiliate shall not, transfer, assign, sublicense, or otherwise dispose of these Terms, or any of its rights or obligations under these Terms. Any attempt to assign, transfer, sublicense, or subcontract in violation of this provision shall be considered null and void and shall confer no rights on the purported assignee or transferee. Notwithstanding the foregoing, the AP Provider shall have the right to assign, transfer, sublicense, or subcontract its rights and obligations under these Terms, in whole or in part, to any third party without the prior written consent of the Affiliate.

13.1.6. Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from the Terms and shall not affect the validity or enforceability of the remaining provisions. The Parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the original intent of the severed provision.

13.1.7. Waiver: The failure of any Party hereto to enforce at any time any of the provisions or terms of the amendment shall not be construed to be waiver of such provisions or terms, nor of the right of any Party thereafter to enforce such term or provision.

13.1.8. Governing law: These Terms shall be governed by and construed in accordance with the laws of England and Wales and the competent English courts shall have exclusive jurisdiction in all matters relating hereto (including non-contractual disputes or claims).

13.1.9. Contradictions: In the event of any contradiction or conflict between the terms outlined in the Insertion Order and these Terms and Conditions, the provisions of the Insertion Order shall prevail, but only to the extent necessary to resolve the inconsistency. If the conflict cannot be resolved, both Parties agree to negotiate in good faith to amend the relevant terms to reflect their mutual intentions. 

13.1.10. By signing the Insertion Order into which these Terms are incorporated by reference, the Affiliate warrants and represents that they have read, understood and agree with these Terms.