Terms and Conditions

Preamble

These Platform Terms and Conditions (the “Platform Terms” or “Agreement”) are entered into between Gray Marketing Limited, a company duly registered under the laws of the Republic of Cyprus and operator of the partners.io affiliation platform (the “Platform”, “Affiliation Platform” or “partners.io”), and the natural or legal person identified in the relevant application form (the “Affiliate”).

The Affiliate expressly acknowledges and agrees that the Platform is an affiliation platform only. The commercial affiliate relationship — including, without limitation, the operation of each Affiliate Program, the entitlement to and payment of commissions, the provision of marketing materials, the treatment of players referred by the Affiliate and all matters relating to any Brand — is a relationship between the Affiliate and the relevant Operator of that Brand, and not a relationship between the Affiliate and the Platform. The Platform provides technical infrastructure, tracking and reporting services only.

By completing the Affiliate application and clicking “I agree to the Terms and Conditions” (or by otherwise enrolling in an Affiliate Program through the Platform), the Affiliate agrees to be bound by these Platform Terms and by any Operator Specific Terms made available to the Affiliate in respect of any Brand the Affiliate elects to promote. The Affiliate further acknowledges its obligation to review and comply with the Operator General Terms and Conditions of each such Brand. Acceptance of any commission tracking and reporting through the Platform constitutes the Affiliate’s irrevocable acceptance of these Platform Terms and any modifications thereto.

This Agreement enters into effect on the date the Affiliate’s application is approved by the Platform.

1. Definitions

In this Agreement, the following terms shall have the following meanings:

• Affiliate: a natural or legal person who has registered and been accepted by the Platform as an affiliate and who promotes one or more Brands in accordance with this Agreement.
• Affiliate Account: the technical interface made available to the Affiliate through the Platform for reporting, tracking, access to marketing materials (as provided by Operators), access to financial reports and configuration of payment details.
• Affiliate Network: the network of Affiliates, Master Affiliates and Sub-Affiliates registered with and managed through the Platform from time to time, together with the collective relationships, data, tracking infrastructure and reporting that connect them to the Operators and their Affiliate Programs.
• Affiliate Program: each affiliate program operated by an Operator in respect of its Brand, made available to the Affiliate through the Platform.
• Affiliate Website: any website, application, channel, social-media account or other property owned or controlled by the Affiliate through which traffic is directed to a Brand.
• Agreement: these Platform Terms together with any Operator Specific Terms, the Annexes hereto and any commission structure assigned to the Affiliate’s account from time to time.
• Brand: each online gaming site made available through the Platform from time to time, including, at the date of this Agreement, Bitcasino.io, Sportsbet.io and Livecasino.io.
• Content: any marketing material made available by an Operator through the Platform in connection with that Operator’s Affiliate Program, including without limitation text links, tracking links, banners and other advertising material.
• FTD (First Time Depositor): the successful registration and first qualifying deposit of a new player account on a Brand, in each case attributable to the Affiliate’s Tracking Link.
• Gray: Gray Marketing Limited, the company that owns and operates the Platform.
• Master Affiliate: an Affiliate approved to recruit additional affiliates (Sub-Affiliates) to an Affiliate Program through a Master Affiliate link generated within the Platform.
• Net Gaming Revenue (NGR): in respect of a Brand, the monthly gross gaming revenues of that Brand, after the deduction of costs including, without limitation, payment-processing fees, bonuses, loyalty rewards, gaming taxes, game-supplier costs and chargebacks, in each case as calculated and reported by the relevant Operator.
• New Customer: a customer of a Brand who did not previously hold a gaming account with that Brand and who accesses that Brand through a Tracking Link provided through the Platform and properly registers an account.
• Operator: the licensed entity that operates a Brand and that has contracted with the Platform to make its Affiliate Program available to Affiliates through the Platform. Operators are third parties separate from the Platform and from Gray.
• Operator General Terms and Conditions: in respect of each Brand, the general player-facing terms and conditions, website terms of use, responsible-gambling policies, privacy policies and any other generally-applicable terms published by the relevant Operator on its Brand website from time to time, as distinct from the Operator Specific Terms which govern the Affiliate Program.
• Operator Specific Terms: any additional or supplementary terms imposed by an Operator in respect of its Affiliate Program (including, without limitation, licensing terms, responsible-gambling requirements, jurisdictional restrictions and commission rules), which shall apply to the Affiliate’s participation in that Affiliate Program in addition to these Platform Terms.
• Platform: the partners.io affiliation platform operated by Gray.
• Platform Services: the services described in clause 4.1.
• Player Account: a player account created by the Affiliate on a Brand and linked to the Affiliate’s Affiliate Account for the purpose of receiving commissions.
• Real Money Players: a New Customer who has made a real-money transfer of at least the minimum qualifying deposit into their player account on the relevant Brand and placed at least one real-money bet on that Brand.
• Sub-Affiliate: any natural or legal person who, after being referred to an Affiliate Program by a Master Affiliate through a sub-affiliate tracking link, enters into this Agreement. The referring Master Affiliate earns commission on Sub-Affiliate performance as set out in clause 10.
• Tracking Link: a unique link generated in the Affiliate’s Affiliate Account, issued on a campaign and/or Brand basis, used to track and record New Customers referred by the Affiliate.

2. Structure of this Agreement

2.1. These Platform Terms govern the relationship between the Platform and the Affiliate with respect to the Affiliate’s registration for, access to and use of the Platform.
2.2. The Affiliate acknowledges and agrees that each Affiliate Program accessible through the Platform is operated by the relevant Operator, not by the Platform. By enrolling in an Affiliate Program for a particular Brand, the Affiliate enters into a commercial affiliate relationship directly with the Operator of that Brand, governed by these Platform Terms and by any applicable Operator Specific Terms.
2.3. The Platform is not a party to the commercial affiliate relationship between the Affiliate and any Operator. The Platform’s role and liability are strictly limited to the provision of the Platform Services as set out in clause 4.
2.4. In the event of any conflict between these Platform Terms and any Operator Specific Terms, (i) these Platform Terms shall prevail in respect of matters relating to the Platform and the Platform Services, and (ii) the Operator Specific Terms shall prevail in respect of matters relating to the commercial affiliate relationship with that Operator (including commission entitlements, program-level obligations and licensing-driven requirements).

3. Acceptance and Qualifying Conditions

3.1. The Platform reserves the right to refuse any application for registration in its sole and absolute discretion. Each Operator similarly reserves the right to refuse enrolment in its Affiliate Program in its sole and absolute discretion.
3.2. The Affiliate warrants that the Affiliate:
a) is of legal age in the applicable jurisdiction to enter into this Agreement;
b) is competent and duly authorised to enter into binding agreements;
c) holds all rights, licenses and permits required to market, promote and advertise the Brands in accordance with this Agreement and any Operator Specific Terms;
d) will comply with all applicable laws, rules and regulations in connection with the promotion of any Brand;
e) fully understands and accepts these Platform Terms and each set of Operator Specific Terms that applies to any Brand the Affiliate elects to promote.

4. Role of the Platform

4.1. The Platform provides, to the extent technically feasible, the following services (the “Platform Services”):
a) user registration and Affiliate Account administration;
b) generation and maintenance of Tracking Links;
c) receipt, aggregation and display of performance and financial data transmitted by Operators;
d) calculation of commissions based on data supplied by the Operator and the commission scheme assigned to the Affiliate by the relevant Operator;
e) reporting and dashboards.
4.2. The Platform does not, and shall not be deemed to:
a) operate any Brand or any gambling activity;
b) hold any gambling license in respect of any Brand;
c) control the products, promotions, player-facing terms, odds, payouts, game availability or gameplay of any Brand;
d) act as the merchant of record for player deposits, withdrawals or any gaming transaction;
e) guarantee the conduct, performance, compliance, creditworthiness or solvency of any Operator; or
f) act as principal in the payment of commissions.
4.3. The commission figures, Net Gaming Revenue figures and other performance data displayed in the Affiliate Account are derived from data received from the relevant Operator. The Platform does not verify and does not warrant the accuracy, completeness or timeliness of underlying Operator-sourced data. Any dispute concerning the accuracy of such data shall be resolved between the Affiliate and the relevant Operator. The Platform will, at the request of the Affiliate, use reasonable efforts to refer such a dispute to the relevant Operator.

5. Role of the Operator

5.1. Each Operator is solely responsible for, and the Platform shall not be responsible for:
a) the operation of its Brand and the products and services offered to players thereon;
b) compliance with all gambling laws, licensing conditions, anti-money-laundering obligations, responsible-gambling obligations and player-facing terms applicable to its Brand;
c) the generation, accuracy, completeness and timeliness of Net Gaming Revenue data and other performance data transmitted to the Platform;
d) the provision, accuracy, approval and compliance with applicable law of all marketing materials made available through the Platform in respect of its Brand; and
e) all customer-service, player-complaint and player-support matters in relation to its Brand and to players referred by the Affiliate.
5.2. The Platform acts, at most, as a limited-purpose intermediary in relation to Operators. Nothing in this Agreement shall be construed as making the Platform an agent, partner, joint-venturer or guarantor of any Operator.

6. No Platform Liability for Operator Matters

6.1. The Platform shall have no liability to the Affiliate, and the Affiliate shall have no claim against the Platform, in respect of any of the following (each an “Operator Matter”):
a) any non-payment, late payment, underpayment, reversal or dispute concerning commissions owed or alleged to be owed by any Operator;
b) any suspension, restriction, reduction, modification, discontinuation or termination of an Affiliate Program or of the Affiliate’s participation therein, by an Operator;
c) any act, omission, default, negligence, misrepresentation, breach of contract, breach of law, fraud, insolvency, winding-up, liquidation, administration or similar event affecting any Operator;
d) any regulatory, licensing or enforcement action taken against any Operator or in respect of any Brand;
e) any withdrawal of a Brand from the Platform, or any decision by the Platform to cease making a Brand available;
f) any inaccuracy, error, omission or delay in data or reporting to the extent caused by the Operator;
g) any changes to a Brand’s products, terms, licensing, jurisdictional scope, promotions or player base that affect the Affiliate’s actual or expected commissions;
h) any loss of actual or expected commissions arising directly or indirectly from any of the foregoing.
6.2. The Affiliate’s sole and exclusive recourse in respect of any Operator Matter shall be against the relevant Operator. The Affiliate agrees not to bring, and hereby waives any right to bring, any claim, proceeding, demand or cause of action against the Platform or Gray in respect of any Operator Matter.

7. Responsibilities of the Platform

7.1. Subject to the remainder of this Agreement, the Platform shall:
a) make the Platform Services available to the Affiliate on a commercially reasonable-efforts basis;
b) assign a unique tracking identifier to customers referred by the Affiliate and generate Tracking Links accordingly;
c) calculate commissions on the basis of the data received from the Operator and the commission scheme assigned to the Affiliate’s account, and make the resulting figures available in the Affiliate Account for information purposes only.
7.2. The Platform reserves the right to freeze, suspend or close an Affiliate Account and notify the Operator:
a) where the Platform has reasonable grounds to suspect the Affiliate is in breach of this Agreement, in which case the Affiliate Account may be blocked.
b) where closure is reasonably necessary to protect the interests of the Platform, of Gray or of any Operator, or to comply with applicable law;
c) with immediate effect, where the Affiliate threatens any Platform or Gray staff with physical harm or otherwise engages in abusive, harassing or unlawful conduct toward Platform or Gray personnel; and
d) to initiate an internal investigation of the Affiliate’s or a player’s activity where the Platform suspects a violation of this Agreement or of any Operator Specific Terms.
7.3. In no circumstance shall the Platform be liable for loss or damage caused to the Affiliate as a result of any action taken in good faith pursuant to clause 7.2.

8. Responsibilities of the Affiliate

8.1. The Affiliate warrants and undertakes:
a) to use best efforts to actively and effectively advertise, market and promote the Brands in accordance with the guidelines of the relevant Operator as made available through the Platform from time to time;
b) to market and refer potential players at the Affiliate’s own cost and expense, and to be solely responsible for the distribution, content and manner of its marketing activities, which must at all times be professional, proper and lawful;
c) to use only the Tracking Links, bonus codes and marketing materials provided through the Platform by the relevant Operator and not to alter any such link or material without prior written authorisation; no guarantee can be given in respect of proper registration or commission accounting where any other means is used;
d) to be responsible for the development, operation and maintenance of each Affiliate Website and for all material appearing thereon;
e) not to perform any act which is libelous, discriminatory, obscene, unlawful or otherwise unsuitable, and not to publish any sexually explicit, pornographic or graphically violent material;
f) not to target any person who is under the legal age for gambling;
g) not to target any jurisdiction where gambling or its promotion is illegal, or any jurisdiction excluded by any Operator Specific Terms;
h) not to generate traffic to any Brand by illegal or fraudulent means, including without limitation: i. sending spam; ii. incorrect meta tags; iii. registering as a player or making deposits, directly or indirectly, through the Affiliate’s own tracker(s) for the Affiliate’s own use or the use of its relatives, friends, employees or other third parties, or in any other way attempting to artificially inflate commissions or otherwise defraud the Platform or any Operator; any such conduct shall constitute fraud;
i) not to present any Affiliate Website in a manner that creates a risk of confusion with the Platform, Gray or any Brand, or that suggests that the Affiliate Website is in whole or in part operated by the Platform, Gray or an Operator; this applies to any social-media platform, including without limitation Instagram, Facebook, X/Twitter, Telegram, TikTok, YouTube, Discord and any future equivalent service;
j) not to use any trademark, trade name, domain or other intellectual property of the Platform, Gray or any Operator except as expressly permitted in writing or through approved marketing materials;
k) not to register any domain that includes any name, word or phrase belonging to or confusingly similar to those of the Platform, Gray or any Brand, and not to bid on any such terms in any pay-per-click search engine;
l) not to operate any rakeback, cashback, incentive or bonus program in favour of players without the prior written consent of the relevant Operator;
m) to review, approve and continuously comply with the Operator General Terms and Conditions applicable to each Brand the Affiliate promotes, and neither to take any action, nor to make any representation in its marketing activities or on any Affiliate Website, that contradicts, circumvents or undermines those Operator General Terms and Conditions.
8.2. The warranties and undertakings in clause 8.1 are given to, and may be enforced by, both the Platform and any affected Operator.

9. Commissions and Payment

9.1. Each Operator agrees, pursuant to its arrangements with the Platform and through these Platform Terms, to pay the Affiliate commissions based on the Net Gaming Revenue generated by Real Money Players referred by the Affiliate to the relevant Brand, or on such other basis (including CPA) as may be specified in the commission structure assigned to the Affiliate in respect of that Brand. Commissions shall be deemed to be inclusive of VAT or any other applicable tax.
9.2. Where a Brand introduces a new product or group of products (including, without limitation, new gaming verticals, categories or technologies), the relevant Operator reserves the right to adopt an individual definition of Net Gaming Revenue for that product or group of products. Any such product-specific definition shall be set out in the applicable Operator Specific Terms or in the commission structure assigned to the Affiliate’s account, and shall prevail over the definition in clause 1 in respect of the product(s) to which it applies.
9.3. Commission rates shall be as set out in Annex A or in any individual commission structure assigned to the Affiliate’s account in respect of a particular Brand.
9.4. Commissions are calculated at the end of each calendar month. Payment by the Operator shall be made by the 8th working day of the following calendar month, provided that (a) the cleared amount due exceeds 100 USDT. Balances below the minimum threshold shall be carried over to the following month. Commission rates are determined by the previous month’s performance in accordance with Annex A and any applicable Operator Specific Terms.
9.5. Payment shall be made only where the Affiliate’s balance for the relevant Brand is positive. Negative balances arising from player performance shall be carried forward to the next month (“negative carryover”). Payment shall be made when future positive revenue covers the negative carryover.
9.6. Payment shall be made in the Affiliate’s designated payment currency as supported by the relevant Operator. If an error is made in calculating the commission, the Operator reserves the right to correct such a calculation at any time and will pay out underpayment or reclaim overpayment made to the Affiliate by the 15th working day of the calendar month. If the payment has not been made to the Affiliate by the 15th working day of the calendar month, the commission will be paid out in full during the next month only when the Affiliate has provided all necessary details to the Operator.
9.7. Acceptance of a payment by the Affiliate shall constitute full and final settlement of the balance due for the period indicated.
9.8. If the Affiliate disagrees with a reported balance, the Affiliate must, within seven (7) days of the relevant report, send written notice of the dispute to affiliates@partners.io, specifying the reasons for the dispute. Failure to send such notice within the prescribed period shall be deemed an irrevocable acknowledgement of the balance reported. Where the dispute concerns underlying Operator data or the Operator’s commission scheme, the Platform shall refer the matter to the relevant Operator and the dispute shall be resolved between the Affiliate and the Operator.
9.9. The Operator may delay any payment facilitated through the Operator by up to sixty (60) days while it investigates and verifies that the relevant transactions comply with this Agreement.
9.10. No payment shall be due where the traffic generated is illegal or otherwise contravenes this Agreement or any applicable Operator Specific Terms.
9.11. The Affiliate shall return all commissions received on the basis of fraudulent or falsified transactions, together with all legal costs incurred in recovering such amounts, to the fullest extent permitted by law.
9.12. On termination of this Agreement by either party, the Affiliate shall no longer be entitled to receive any further commissions, save for commissions already earned, crystallised and unpaid as of the date of termination, which shall be paid in accordance with Operator Specific Terms.
9.13. At the sole discretion of the relevant Operator, the Affiliate may be offered an alternative commission structure (for example, a Cost Per Acquisition model). Only one commission structure may apply in respect of a given Brand at any one time; acceptance of an alternative structure replaces the then-current structure in its entirety. All other obligations under this Agreement remain unaffected.
9.14. The Affiliate shall be exclusively responsible for all taxes, levies, fees, charges and other amounts payable, locally or abroad, to any tax authority or competent entity in respect of commissions earned under this Agreement. Neither the Platform nor any Operator shall be liable for any such amounts, and the Affiliate shall indemnify the Platform, Gray and each relevant Operator accordingly.
9.15. High Roller Policy
Notwithstanding clause 9.5, the High Roller Policy shall apply where, during any given commission month:
a) a single player generates Net Gaming Revenue of less than minus 10,000 USDT; and
b) the Affiliate’s overall Net Gaming Revenue for the relevant Brand is less than minus 5,000 USDT.
Where both conditions are met, the High Roller Policy shall apply to that player.
Where the High Roller Policy applies:
a) the negative Net Gaming Revenue generated by that player during the relevant commission period shall be excluded from the Affiliate’s commission calculation for that period;
b) that player shall be temporarily excluded from the Affiliate’s account for commission purposes; and
c) that player shall be reinstated to the Affiliate’s account for commission purposes once that player’s Net Gaming Revenue position becomes positive again.

10. Sub-Affiliates

10.1. A Sub-Affiliate is an affiliate referred to an Affiliate Program by a Master Affiliate and who satisfies the qualifying conditions applicable to Affiliates. Sub-Affiliates will be linked to the Master Affiliate’s Affiliate Account provided they register through the Master Affiliate’s sub-affiliate referral link. Master Affiliate status requires submission of a request and approval through the Platform.
10.2. The Master Affiliate is solely responsible for ensuring correct Sub-Affiliate registration. In the event of incorrect registration, linkage may not occur.
10.3. The Master Affiliate shall earn 5% of the commission generated by each Sub-Affiliate successfully referred. The Platform and each Operator each reserve the right to modify applicable rates at any time, without prior notice. A negative carryover on a Sub-Affiliate will also be inherited by the Master Affiliate.
10.4. The Platform and/or the relevant Operator may at any time investigate any Sub-Affiliate for suspected misconduct, fraud, spam or breach of this Agreement. Where breach is established, commissions otherwise due on account of that Sub-Affiliate may be withheld, and the Sub-Affiliate’s account suspended, frozen or closed.
10.5. Each Sub-Affiliate is bound by this Agreement. The Master Affiliate shall be liable to the Platform and to the relevant Operator for the Sub-Affiliate’s performance of its obligations hereunder.
10.6. Neither the Platform nor any Operator is responsible for any direct communications, negotiations or disputes between a Master Affiliate and a Sub-Affiliate. All such matters remain the sole responsibility of the Master Affiliate and the Sub-Affiliate.

11. Affiliate Dormancy

11.1. An Affiliate shall be considered dormant in respect of a Brand if they fail to generate any FTDs on that Brand for a consecutive period of six (6) calendar months.
11.2. Upon classification as dormant, the Affiliate’s commission structure for that Brand shall be adjusted to a fixed revenue share of 5% of Net Gaming Revenue generated by previously-referred active players, until the Affiliate becomes active again.
11.3. f a dormant Affiliate generates at least one (1) FTD on a Brand, the Affiliate shall be immediately reinstated as active on that Brand and revert to the commission structure originally assigned to them prior to the dormancy classification.

12. Warranties, Disclaimers and Limitation of Liability

12.1. The Affiliate expressly acknowledges and agrees that use of the internet is at the Affiliate’s own risk and that the Platform is provided “as is” and “as available”, without any warranty or condition whatsoever, express or implied, statutory or otherwise. The Platform does not warrant uninterrupted or error-free operation, nor access from any particular location or at any particular time.
12.2. Without limiting clause 6, the Platform shall not be liable to the Affiliate, in contract, tort (including negligence), under statute or on any other basis, for any inaccuracy, error or omission in, or any loss, injury or damage arising from, any failure, delay or interruption of any Brand, any Affiliate Program or the Platform Services.
12.3. To the maximum extent permitted by law, the Platform’s and Gray’s aggregate liability to the Affiliate under or in connection with this Agreement, from all causes of action and under all theories of liability, shall not exceed the greater of (i) one hundred United States dollars (USD 100) or (ii) the aggregate service fees (if any) paid by the Affiliate to the Platform in the twelve (12) months preceding the event giving rise to the claim.
12.4. In no event shall the Platform or Gray be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, or for loss of profits, loss of commissions, loss of revenue, loss of goodwill, loss of business opportunity or loss of data, whether or not foreseeable and whether or not advised of the possibility of such damages.
12.5. Nothing in this Agreement excludes or limits liability for fraud, wilful misconduct or any liability that cannot be excluded or limited by applicable law.

13. Indemnification

13.1. The Affiliate agrees to defend, indemnify and hold harmless the Platform, Gray, each Operator and their respective affiliates, successors, officers, employees, agents, directors, shareholders and attorneys from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ and experts’ fees) arising out of or related to:
a) any breach of the Affiliate’s representations, warranties, covenants or obligations under this Agreement or any Operator Specific Terms;
b) the Affiliate’s use or misuse of any Content or marketing materials;
c) all conduct and activity occurring under the Affiliate’s user ID and password;
d) any defamatory, libellous or illegal material contained in any Affiliate Website or in the Affiliate’s information or data;
e) any claim that any Affiliate Website or the Affiliate’s information or data infringes any third party’s intellectual property, privacy or publicity rights;
f) any third-party access to or use of the Affiliate Website or the Affiliate’s information or data;
g) any claim relating to any Affiliate Website; and
h) any violation of this Agreement.
13.2. The Platform or, as applicable, the relevant Operator, reserves the right to participate, at its own expense, in the defence of any matter for which indemnification is sought.

14. Termination

14.1. This Agreement may be terminated by either party by giving thirty (30) days’ written notice to the other. Written notice may be given by email to affiliates@partners.io. An Operator may additionally terminate or suspend the Affiliate’s participation in its Affiliate Program in accordance with the Operator Specific Terms.
14.2. Upon termination:
a) the Affiliate shall remove all references to each Brand from every Affiliate Website and from all other marketing channels, whether commercial or non-commercial;
b) all rights and licences granted to the Affiliate under this Agreement shall terminate, and the Affiliate shall cease use of any trademarks, service marks, logos or other designations of the Platform, Gray or any Operator;
c) the Affiliate shall be entitled only to commissions earned and unpaid as of the termination date, subject to clause 9; the Operator may withhold final payment for a reasonable time to verify correct calculation; no commissions shall accrue thereafter;
d) if termination results from a breach by the Affiliate of clause 8.1(b) or any comparable Operator Specific Term, the the Operator may withhold earned but unpaid commissions as collateral against claims arising from that breach; termination for breach shall have immediate effect on notice to the Affiliate;
e) the Affiliate shall return or permanently delete all confidential information in its possession, custody or control;
f) the Affiliate releases the Platform and Gray from all obligations arising after termination, save for those that by their nature survive termination. Termination does not relieve the Affiliate from any liability for breach occurring prior to termination, nor from any continuing confidentiality obligation.
14.3. For the avoidance of doubt, the following provisions shall survive the termination of this Agreement: clause 8.1 (to the extent relating to acts prior to termination), clause 9.12 (tax), clause 12 (Warranties, Disclaimers and Limitation of Liability), clause 13 (Indemnification), clause 16 (Governing Law and Jurisdiction), clause 21 (Confidentiality) and any other provision that by its nature is intended to survive termination.

15. Platform and Operator Rights

15.1. The Platform and Operator may refuse any player or close a player’s account if it is necessary to comply with the Company’s policy and/or protect the interest of the Company.
15.2. The Platform and Operator may refuse any applicant and/or may close any Affiliate’s Account if it is necessary to comply with the law, internal policy, General Terms and Conditions or Privacy Policy, the Agreement and/or protect the interest of the Platform or the Operator. If the Affiliate is in breach of the Agreement or the Platform’s terms or other rules, policies, and guidelines, the Platform may in addition to closing the Affiliate Account take any other steps in law to protect its interests.

16. Governing Law and Jurisdiction

16.1. These Platform Terms, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Republic of Cyprus. The courts of the Republic of Cyprus shall have exclusive jurisdiction over any dispute relating to these Platform Terms, the Platform, the Platform Services or the relationship between the Affiliate and the Platform. The Affiliate irrevocably consents to such jurisdiction.
16.2. Any claim, dispute or matter arising from or in connection with a Brand, an Operator or an Affiliate Program (including any claim as to commissions, program terms or the operation of a Brand) shall be governed by the laws of the applicable licensing jurisdiction of the relevant Brand, and must be brought under the jurisdiction stipulated in the relevant licensing regime or the applicable Operator Specific Terms. The Affiliate irrevocably consents to such jurisdiction.

17. Assignment

17.1. The Affiliate may not assign this Agreement, by restructuring or otherwise, without the prior written consent of the Platform. Where the Affiliate acquires or obtains control of another Affiliate, the respective Affiliate Accounts shall co-exist on their individual terms.
17.2. The Platform may assign this Agreement, in whole or in part, by restructuring or otherwise, at any time and without the consent of the Affiliate.
17.3. The Platform recognises that an Affiliate may wish to sell its affiliate business to a third party. The Platform requires the Affiliate to recognise that the personal qualities, probity and background of an Affiliate are material to the Platform’s decision to accept that Affiliate.
17.4. If the Affiliate wishes to sell or otherwise dispose of the shares or assets of its affiliate business to a third party (or to conclude any transaction of a similar nature resulting in a change of control of that business), the Affiliate shall, prior to completing the transaction:
a) give the Platform and the Operator no less than thirty (30) days’ prior written notice, together with such details as the Platform may request (including, without limitation, the selling Affiliate’s Affiliate ID and full details of the intended purchaser), and furnish the Platform with an irrevocable consent to direct post-closing commissions to the purchaser; and
b) make the deed of sale conditional upon the Platform’s approval of the purchaser as an Affiliate; approval shall be in the Platform’s sole discretion.
17.5. The Platform reserves the right, in its sole discretion, to reject any intended purchaser, in which case the Platform may terminate this Agreement immediately.
17.6. In the event of the Affiliate’s death, this Agreement shall terminate automatically.

18. Force Majeure

18.1. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement arising from a cause beyond its reasonable control and not its fault, including without limitation labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualties. Upon the occurrence of a force majeure event, the non-performing party shall be excused from whatever performance is prevented by that event, to the extent and for the duration so prevented. Where a force majeure event subsists for more than thirty (30) days, either party may terminate this Agreement without notice.

19. Relationship of the Parties

19.1. Nothing in this Agreement, nor any action taken by any party hereto, shall be deemed to constitute any party (or any of such party’s employees, agents or representatives) an employee or legal representative of another party, nor to create any partnership, joint venture, association or syndication among or between the parties, nor to confer on any party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (or to impose any obligation upon) another party. In particular, the Platform is not the agent or representative of any Operator.

20. Non-Waiver and Severability

20.1. Failure by the Platform or any Operator to enforce the Affiliate’s adherence to any term of this Agreement shall not constitute a waiver of the right to enforce that term at any time. No waiver shall be implied from conduct or from failure to enforce a right; any waiver must be in writing to be effective.
20.2. Each provision of this Agreement shall be interpreted to be effective and valid under applicable law. If any provision is held invalid, illegal or unenforceable, that provision shall be ineffective only to the extent of such invalidity or unenforceability, without affecting the remainder of this Agreement.

21. Confidentiality

21.1. All information relating to the Platform, Gray or any Operator, including without limitation business and financial information, customer and buyer lists, pricing, sales information, records, operations, business plans, processes, product information, business know-how, trade secrets, market opportunities, Affiliate Network and Affiliate Program details, Sub-Affiliate information and personal data of players, shall be treated as confidential. Such information shall not be used for the Affiliate’s own commercial or other purposes, nor disclosed to any person or third party directly or indirectly, without the prior explicit written consent of the disclosing party. This obligation shall survive the termination of this Agreement.
21.2. The Affiliate undertakes not to use confidential information for any purpose other than the performance of its obligations under this Agreement.

22. Changes to this Agreement

22.1. The Platform reserves the right to amend, alter, delete or add to any provision of these Platform Terms at any time and in its sole discretion, without prior notice to the Affiliate. Any such changes shall be published on the Platform. Operators may separately modify their Operator Specific Terms in accordance with those terms.
22.2. In the event of any discrepancy between translated versions of this Agreement,the English-language version shall prevail.

23. Trademarks

23.1. Nothing in this Agreement grants any party any right, title or interest in the trademarks, trade names, service marks or other intellectual property rights (the “Marks”) of any other party, of any Operator or of any Brand. No party shall, during or after the term, attempt to challenge, or assist or permit others to challenge, or to register or attempt to register, the Marks of any other party, of any Operator or of any Brand, nor shall any party register or attempt to register any Mark that is similar to, or confusingly similar to, any such Mark.

24. Commission Structure

Commissions are paid as a percentage of Net Gaming Revenue or as CPA per qualifying FTD, as offered by the relevant Operator and assigned to the Affiliate’s account. The exact commission structure for each Brand is set out in Annex A or in any individual commission structure assigned to the Affiliate’s account. Commission structures are subject to modification by the relevant Operator in accordance with the Operator Specific Terms. The Platform is not involved in the payment of commissions.

Annex A —
The commission structures below are made available by the relevant Operator through the Platform. They may be amended by the relevant Operator from time to time in accordance with the Operator Specific Terms. Commissions are paid as a percentage of Net Gaming Revenue.

Bitcasino.io Commissions
Tier 1 = 1 – 5 FTDs required to receive 25% commission
Tier 2 = 6 – 15 FTDs required to receive 30% commission
Tier 3 = 16 – 30 FTDs required to receive 35% commission
Tier 4 = 31 – 50 FTDs required to receive 40% commission
Tier5 = 51+ FTDs requires to receive 45% commissions

Sportsbet.io Commissions
Tier 1 = 1-15 FTDs required to receive 25% commission
Tier 2 = 16-40 FTDs required to receive 30% commission
Tier 3 = 41+ FTDs required to receive 35% commission

Livecasino.io Commissions
Tier 1 = 1 – 5 FTDs required to receive 25% commission
Tier 2 = 6 – 15 FTDs required to receive 30% commission
Tier 3 = 16 – 30 FTDs required to receive 35% commission
Tier 4 = 31 – 50 FTDs required to receive 40% commission
Tier 5 = 51+ FTDs requires to receive 45% commissions