Affiliate Terms & Conditions

Essential Partners  – Terms and Conditions Program

April 12th, 2024 | Version 1

The below is an agreement between the relevant Essential Partners N.V. (as specified below) (“us” or “we” or “our”) and you (“you” or the “Affiliate”) which regulates the relationship between you and us (the “Affiliate Agreement”). Please read the Affiliate Agreement carefully to ensure you understand your rights and obligations and the repercussions for you should you breach the Affiliate Agreement.

The relevant Essential Partners entity entering into this Affiliate Agreement shall be as follows:

In respect of all other Affiliates promoting any other Essential Partners Clients not provided for above.

By registering for the Affiliate Program, and/or by accessing and utilizing any of our marketing tools or accepting any reward, bonus, or commission, whether contained in the Affiliate Agreement or elsewhere as a part of our Affiliate Program, you will be deemed to have read, understood, and agreed to the Affiliate Agreement.

The terms and conditions have been amended as of 12th April 2024 and will apply to any unbilled amounts, for the avoidance of doubt, these amended terms and conditions will take effect from the first day of any unbilled calendar month (“Effective Date”) and by continuing with the Affiliate Program past this date you agree to be bound by this Affiliate Agreement as from the Effective Date, IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN IT IS YOUR RESPONSIBILITY TO TERMINATE IN ACCORDANCE WITH CLAUSE 8 BELOW. IF YOU DO NOT TERMINATE YOUR AFFILIATE AGREEMENT THEN THESE TERMS AND CONDITIONS WILL BE BINDING ON YOU.

Definitions and Interpretation:

1.1 “Affiliate” means you, the person or entity, who applies to participate in the Affiliate Program.

1.2 “Affiliate Account” means the account of the Affiliate set up after an Affiliate Application is made by the Affiliate to take part in the Affiliate Program and approved by us.

1.3 “Affiliate Agreement” means (i) all the terms and conditions set out in this document including all schedules attached hereto, (ii) the terms and conditions of the Commission Structures applicable to the different products and brands, (iii) the Privacy Policy, and (iv) any other rules and/or guidelines of Essential Partners Group and/or Websites made known to the Affiliate from time to time.

1.4 “Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Program.

1.5 “Affiliate Links” means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) or any other any third-party website to Essential Partners Websites.

1.6 “Affiliate Program” means the collaboration between us and the Affiliate whereby the Affiliate will promote Essential Partners websites and create the Affiliate Links from the Affiliate Website(s) to Essential Partners websites and thereby be paid a commission as defined under the Affiliate Agreement depending on the traffic generated to the websites subject to the terms and conditions of the Affiliate Agreement and to the applicable product-specific Commission Structure.

1.7 “Affiliate Wallet” means an online wallet in the name of the Affiliate into which Essential Partners pays the commission and any other payments due to the Affiliate, which the Affiliate can withdraw in accordance with the Affiliate Agreement.

1.8 “Affiliate Website(s)” means any website on the world wide web which is maintained, operated or otherwise controlled by the Affiliate.

1.9 “Applicable data privacy laws” means all applicable data protection and privacy legislation as may be amended, extended or re-enacted from time to time; guidance and codes of practice issued by the relevant data protection authorities, and all other legislation and regulatory requirements in force from time to time which are legally binding on either Party in relation to the processing of personal data under this Affiliate Agreement.

1.10 “Essential Partners Group” means collectively (i) All clients of Essential Partners, meaning but not limited to,, subsidiary of another company when the latter entity (1) holds the majority of the voting rights in

the former entity, or (2) has the right to appoint or remove a majority of its management board, or (3) is otherwise able to control the management of the company, even though it may own less than 50% of the capital of the company and is prevented by law from owning a greater shareholding), (iii) any entity otherwise notified by us to the Affiliate or (iv) any entity that has a joint venture with any company defined in the abovementioned paragraphs (i), (ii), (iii) or (iv) of this definition.

1.12 “Commission” means a percentage of the Net Revenue as set out in the Commission Structures for each particular product or any other form of reward offered by us.

1.13 “Commission Structures” means any of the commission structures specified by us and determined at our sole discretion, or any specific commission structure expressly agreed between us and the Affiliate.

1.14 “Confidential Information” means any information of commercial or essential value relating to Essential Partners Group such as, but without limitation, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of Essential Partners Group Websites, technology, marketing plans and manners of operation.

1.15 “Intellectual Property Rights” means any copyrights, trademarks, service marks, domain names, brands, business names, utility brands, and registrations of the aforesaid and/or any other similar rights of this nature.

1.16 “Net Revenue” means:

(I) in relation to the Essential Partners Group Websites

(a) in relation to sportsbook, casino, bingo and scratch: all monies received by Essential Partners from New Customers in relation to placed bets/casino activities and Tote Revenue less (a) monies paid out to New Customers as winnings, (b) bonus (c) administration fees (including but not limited to applicable gambling taxes and VAT), (d) fraud costs, (e) charge-backs, (f) returned stakes and

(g) less/add jackpot changes; and

For the sake of clarity and the avoidance of doubt, all Net Revenue amounts referred to above in 1.16 (I) are only in relation to amounts generated from New Customers referred to Group Websites with the exclusion of the secure Websites by the Affiliate Website(s), whereas all Net Revenue amounts referred to above in 1.16 (II) are only in relation to amounts generated from New Customers referred to the Websites by the Affiliate Website(s).

1.17 “New Customer” means a new first-time customer of Essential Partners having made a first deposit amounting to at least the applicable minimum deposit at Essential Partners Websites’ betting account in accordance with the applicable terms and conditions of Essential Partners Websites’, but excluding the Affiliate, its employees, relatives and/or friends.

1.18 “Parties” means us and the Affiliate (each a “Party”).

1.19 “Personal Data” means any information relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation any and all information in relation to New Customers and/or Affiliates.

1.20 “Privacy Policy” means Essential Partner’s privacy policy as included in Clause 4.

1.21 “Sub-Affiliate” means an affiliate introduced to us by an Affiliate, having no previous history of affiliation with Essential Partners. 

1.22 “Tote Operator” means a company or other entity, including its subsidiaries or lawful agents whether a club or otherwise, licensed to conduct a totalisator betting system.

1.23 “Tote Revenue” means nine point five percent (9.5%) of the amount of stakes commingled to any Tote Operator by Essential Partners less:

  • returned stakes; and
  • stakes of bets whose winning odds are less than one point ten (1.10).

References to this Affiliate Agreement or to any other agreement or document referred to in this Affiliate Agreement mean this Affiliate Agreement as amended, varied, supplemented, modified or novated from time to time and constitutes the entire agreement between the Parties in relation to the Affiliate Program , and supersedes and extinguishes any prior drafts, and all previous contracts, arrangements, representations, warranties of any nature, whether or not in writing, between the Parties relating to the same. If any of the terms and conditions in this document conflict with the provisions of a schedule, the provision(s) in the schedule shall prevail and govern with respect to their subject matter.

A reference to a clause or a schedule is a reference to a clause of, or schedule to, this Affiliate Agreement. A reference to a paragraph is, unless otherwise stated, a reference to a paragraph of the schedule in which the reference appears. Unless the context requires a contrary construction, the singular shall include the plural and the plural singular.

Clause and schedule headings do not affect the interpretation of this Affiliate Agreement.

Each of the Schedules shall have effect as if set out in this Affiliate Agreement.

In this Affiliate Agreement, any phrase introduced by the words “include”, “including”, “includes” and “such as” are to be construed as illustrative and shall not limit the sense of the words preceding those words.

Any words and expressions defined in the Affiliate Agreement and not otherwise defined within a schedule to this Affiliate Agreement shall have the meanings given to them in the Affiliate Agreement.

Your Obligations:

2.1 Registering as an Affiliate. It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Program is correct and that such information is kept up to date at all times. To become a member of our Affiliate Program you must accept these terms and conditions by ticking the box indicating your acceptance and completing and submitting the Affiliate Application. The Affiliate Application will form an integral part of the

Affiliate Agreement. We will, at our sole discretion determine whether or not to accept an Affiliate Application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your Affiliate Application has been successful. You will provide any documentation required by us to verify the Affiliate Application and / or to verify the Affiliate Account information provided to Essential Partners at any time during the term of the Affiliate Agreement. This documentation may include but is not limited to: bank statements, individual or corporate identity papers and proof of address.

2.1.1 Additional verification checks. Without prejudice to the validation process to be carried out in accordance with clause 2.1 above, we may, at our sole discretion, conduct further verification checks at any time during the term of the Affiliate Agreement and require additional documentation from the Affiliate. In particular, upon request, you will provide – within thirty (30) days of receipt of such request – a copy of a valid identity document together with a proof of address (e.g. utility bill or bank statement) or, in case of a legal entity, a copy of the act of incorporation together with the memorandum & articles of association as well as any other document that we may consider necessary at our sole discretion. In the event that the Affiliate fails to the request information or documents, in addition to the remedies set forth in clause 5.1, we reserve the right – with respect to the relevant target country and until the requested information or documentation is fully provided – to not consider, during the intervening time, the customers directed to Essential Partners Websites as valid New Customers under the Affiliate Agreement and to temporarily withhold them from the Affiliate Account. In such case the Affiliate shall not be entitled to claim any potential commission that might have otherwise accrued in relation to the target country and the suspended New Customers during the intervening time.

2.2 Affiliate log in details. It is your sole obligation and responsibility to ensure that (and to put in place all necessary measures to ensure that) your log in details for your Affiliate Account are kept confidential, safe and secure at all times. Any unauthorised use of your Affiliate Account resulting from your failure to adequately guard your log in information shall be your sole responsibility and you remain solely responsible and liable for all activity and conduct occurring under your Affiliate Account user ID and password whether such activity and / or conduct was undertaken by you or not. It is your obligation to inform us immediately if you suspect illegal or unauthorised use of your Affiliate Account. As your log in details are confidential, we do not have visibility of this information and cannot provide you with such information in case of loss.

2.3 Affiliate minimum efforts. By agreeing to participate in the Affiliate Program, you are agreeing to use your best efforts to actively and effectively advertise, market and promote Essential Partners Websites in accordance with the provisions of the Affiliate Agreement and Essential Partner’s instructions from time to time. You will ensure that all activities taken by you under the Affiliate Agreement will be in Essential Partner’s best interest and will in no way harm Essential Partner’s reputation or goodwill. You may link to the Essential Partner Websites using the Affiliate Links or other such materials as we may from time to time approve. This is the only method by which you may advertise on our behalf. We reserve the right to suspend any Affiliate that has not accessed their Affiliate Account for a period of 12 months. The Affiliate will be given 2 weeks written notice prior to the account being suspended. Should any Affiliate wish to re-open their suspended account, they may submit such request to us by contacting us via email at [email protected]

2.3.1 We reserve the right to suspend any Affiliate Account that does not respond to correspondence sent by us to the relevant Affiliate’s registered account contact details within 3 months of the initial unresponsive correspondence, with the exception of matters related to due diligence and/or compliance.

2.4 Valid traffic and good faith. You will not generate traffic to the Essential Partner Websites by registering as a New Customer whether directly or indirectly (for example by using associates, family members or other third parties). Such behaviour shall be deemed as fraud. You will also not attempt to benefit from traffic not generated in good faith whether or not it actually causes us damage.  Where you have any reasonable suspicion that any New Customer and/or Sub-Affiliate referred by you under the Affiliate Agreement is in any way associated to bonus abuse, money laundering, fraud, or other abuse of remote gaming sites, you will immediately notify us of the same.  You hereby recognise that any New Customer and/or Sub-Affiliate found to be a bonus abuser, money launderer or fraudster or who assists in any form of affiliate fraud (whether notified by you or later discovered by us) does not constitute a valid New Customer and/or Sub-Affiliate under the Affiliate Agreement (and thereby no Commission shall be payable by us in relation to such New Customers and/or Sub-Affiliate). We retain the right to set-off from future Commissions payable to you any amounts already received by you which can be shown to have been generated by fraud.

2.5 Affiliate Website. You will be solely responsible for the development, operation, and maintenance of the Affiliate Website and for all materials that appear on the Affiliate Website. You shall at all times ensure that the Affiliate Website is compliant with all applicable laws and appears and functions as a professional website. Without limiting the foregoing,.

2.5.1 You will not present the Affiliate Website in such a way so that the Affiliate Website may cause confusion with the Essential Partner Websites and / or Essential Partner generally or so that it may give the impression that it is owned or operated by Essential Partner.  The Affiliate Website will not contain any defamatory, libellous, discriminatory, obscene, unlawful (including that which the Affiliate does not have permission from any third-party rights owner to use, for example illegal streaming) or otherwise unsuitable content (including, but not limited to: sexually explicit material which is not in line with legal or acceptable standards, violent, obscene, derogatory or pornographic materials or content which would be illegal in target country). An Affiliate must take all reasonable efforts to ensure that prohibited sports betting participants do not receive any marketing material from the Affiliate. This requirement is satisfied if the Affiliate removes the prohibited sports betting participant’s name and residence address from its marketing materials distribution list.

2.6 Affiliate Program. The Affiliate Program is intended for your direct participation and is intended for professional website publishers. You shall not open affiliate accounts on behalf of other participants. Opening an Affiliate Account for a third party, brokering an Affiliate Account or the transfer of an Affiliate Account is not accepted by us. Affiliates wishing to transfer an account to another beneficial account owner must request permission to do so by contacting us. Approval is solely at our discretion. You shall not open more than one Affiliate Account without our prior written consent.

2.7 Affiliate Links. The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate’s Website and if you display or make accessible to visitors to the Affiliate Websites descriptive information regarding any vendors whose banners are displayed on the Affiliates Website you shall, subject to our prior written approval of the content thereof, include similar descriptive information regarding the applicable Essential Partner Websites. You will only use Affiliate Links provided by Essential Partner within the scope of the Affiliate Program. Masking your Affiliate Links (for example hiding the source of the traffic sent to Essential Partner’s Websites) is also prohibited.

2.8 Unsuitable websites. You will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring our Intellectual Property Rights (or in any other way link to or drive traffic to any Essential Partner Website via) on any unsuitable websites (whether owned by a third party or otherwise). Unsuitable websites include, but are not limited to, those that: are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party (including for the avoidance of doubt, any illegal streaming websites) or of Essential Partner or breach any relevant advertising regulations or codes of practice in any territory or any jurisdiction where such Affiliate Links or digital advertisements may be featured.

2.9 Direct Marketing. Affiliate is an independent data controller solely responsible for its own actions toward its customers. Therefore, Affiliate will have to comply to all applicable data privacy laws toward its customers. If sending any direct marketing communications to individuals (including but not limited to email, SMS and/or push notifications) which (i) include any of Essential Partner’s Intellectual Property Rights; or (ii) otherwise intend to promote Essential Partner Websites, you must first have permission to send such direct marketing communications from us. If such permission is granted by us, you must then ensure you have obtained each and every recipient’s explicit consent to receive marketing communications and that such individuals have not opted out of receiving such communication. Marketing communications shall contain appropriate means for the recipient to unsubscribe from future marketing communications. You must also make it clear, so that no confusion is caused (in regard to the sender of such communication) to the recipient that all marketing communications are sent from you and are not from Betsson Group. For the avoidance of doubt, should you wish to engage any third parties in connection with the provision of such direct marketing communications, you shall be responsible for ensuring such third parties comply with the requirements of this clause 2.9.

2.10 Use of Essential Partner Intellectual Property Rights. Any use of Essential Partner’s Intellectual Property Rights must be in accordance with any brand guidelines issued to you from time to time and are always subject to the approval required in Clause 2.11 below. You will not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service or other search or referral service and which are identical or similar to any of the Essential Partner trademarks or otherwise include the Essential Partner trademarks or variations thereof or include metatag keywords on the Affiliate Website which are identical or similar to any of the Essential Partner trademarks. You will not register (or apply to register) any trademark or domain name or any similar trademark or domain name which is similar to any trademark, domain name or brand used by or registered in the name of any member of Essential Partner, or any other name that could be understood to designate Essential Partner or any Essential Partner brand.

2.11 Approved creative. You will not use any advertising layout or creative (including banners, images, logos and / or any material containing) incorporating or in any way utilising our Intellectual Property Rights unless the advertising layout or creative has been provided to you by us or (where creative / advertising layouts are created by you) without the advanced written approval of us in relation to each and every advertising layout or creative. You will not alter the appearance of any advertising or creative which has been provided to you or for which such approval has been granted by us. It is your responsibility to seek approval from us in time for release or launch of any advertising campaign or creative and to ensure you have written approval from us in relation to each and every advertising layout or creative and to be able to evidence such approval upon request.

2.12 Loyalty Programs. You will not offer any rake-back / cash-back/ value-back or similar Programs, other than such Programs as are offered on the Essential Partner Websites.

2.13 Compliance with laws. You have the obligation to be compliant with all relevant laws during the full duration of our cooperation. This includes but is not limited to:

Affiliates must ensure they are compliant with the relevant laws, regulations and codes of conduct relating to responsible gambling advertising which Essential Partner is bound to comply with in the respective jurisdictions, including any applicable code of conduct on responsible advertising in the online gambling industry

Where applicable, Affiliate must obtain, maintain and comply with all licences that an Affiliate may require in order to fulfil their obligations depending on the local law and jurisdiction where such Affiliate operate;

2.13.1 When it comes to Responsible Gaming, you are aware of Essential Partner’s on-going commitment to responsible gaming and the prevention of gambling addiction, and you will actively co-operate with Essential Partner to convey a responsible gaming message and reduce gambling addiction including (but not limited to) featuring such responsible gaming links, information or logos as required by Essential Partner on the Affiliate Website. You will not use any material or in any way target any persons who have self-excluded and/or are under 18 (or older where you target a jurisdiction or territory where the minimum age to partake in gambling is greater than 18).

2.13.2 Affiliates whose activities within the scope of this Agreement are intended or reasonably anticipated to reach individuals within the United States may not use any material or in any way target persons who are under 21 years of age. Affiliates targeting potential customers in the United States shall follow all applicable responsible gaming laws and regulations, including but not limited to displaying responsible gambling logos, resources, and telephone resource contacts. We have the right to monitor and audit Affiliate marketing practices at any time with reasonable notice.

2.14 Illegal activity. You will not target any territory or jurisdictions where gambling is illegal or where the promotion, marketing or advertising of gambling is illegal. You will act legally and within the relevant and / or applicable law at all times and you will not perform any act which is illegal in relation to the Affiliate Program or otherwise.

2.15 Cookies. You shall at all times comply with “Applicable Data Privacy Laws” (ADPL) including any new or amended data protection acts, regulations or law applicable to your territory, relating to the use of ‘cookies’ and similar tracking technologies such as beacons, scripts and tags (collectively “cookies”). You agree to comply with all necessary notification procedures of the use of cookies to all visitors to the Affiliate Websites by providing information, via the relevant privacy policy or other means, about the use / deployment of cookies; especially with respect to the processing of users’ personal data for targeted advertising purposes; each cookie deployed (cookie name, type, purpose, host, duration and category); and access of information stored on users’ devices. Affiliate shall provide users with the opportunity to reject the installation of cookies and shall prevent cookies from executing unless consent is provided, where applicable.

2.16 Cost and expense. You shall be solely responsible for all risk, costs and expenses incurred by you in meeting your obligations under the Affiliate Agreement.

2.17 Essential Partner monitoring of Affiliate activity. You will immediately give Essential Partner all such assistance as is required and provide us with all such information as is requested by Essential Partner to monitor your activity under the Affiliate Program and as we may require to allow us to comply with our reporting and other regulatory obligations.

2.18 Commissions paid to the Affiliate incorrectly. The Affiliate agrees to immediately upon request by us, return all Commissions received based on New Customers referred to Essential Partner in breach of the Affiliate Agreement or relating to fraudulent or falsified transactions.

2.19 Notification of breach. You agree to notify us in writing as soon as practicable and in any event within 5 working days of your becoming aware, of any breach of the Affiliate Agreement, including but not limited to breaches by you of any laws, regulations, licence conditions, codes of conduct or advertising rules which apply to you as a result of the Affiliate Agreement.

Your rights:

3.1 Right to direct New Customers. We grant you the non-exclusive, non-assignable, right, during the term of this Affiliate Agreement, to direct New Customers to such Essential Partner Websites as we have agreed with you in strict accordance with the terms and conditions of the Affiliate Agreement. You shall have no claim to Commission or other compensation on business secured by or through persons or entities other than you.

3.2 You may introduce potential Sub-Affiliates to us and receive additional commission in accordance with the Sub-Affiliate Terms and Conditions set out below.

3.3 Licence to use Essential Partner Intellectual Property Rights. We grant to you a non-exclusive, non-transferable licence, during the term of this Affiliate Agreement, to use the Essential Partner Intellectual Property Rights, which we may from time to time approve solely in connection with the display of the promotional materials on the Affiliate Website or in other such locations as may have been expressly approved (in writing) by Essential Partner. This licence cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Essential Partner Intellectual Property Rights is limited to and arises only out of this licence. You shall not assert the invalidity, unenforceability, or contest the ownership of any Essential Partner Intellectual Property Rights in any action or proceedings of whatever kind or nature, and shall not take any action that may prejudice our rights in the Essential Partner Intellectual Property Rights, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of the Essential Partner Intellectual Property Rights by any third party.

3.4 For the purpose of the services to be delivered under this Affiliate Agreement, it is understood that as a general rule, Affiliate shall not have access to any Personal Data of Essential Partner’s customers, except in those circumstances where Essential Partner is obliged to share Personal Data pursuant to a legal obligation. In such limited circumstances, Essential Partner shall enter into a separate agreement as required by applicable data privacy laws.

Our Obligations:

4.1 We shall use our best endeavours to supply you with all such materials and information required for necessary implementation of the Affiliate Links.

4.2 At our sole discretion, we may register any New Customers directed to the Essential Partner Websites by you and we will track their transactions. We reserve the right to refuse New Customers (or to close their accounts) if necessary, to comply with any requirements we may periodically establish.

4.3 We shall make available monitoring tools which enable you to monitor your Affiliate Account and the level of your Commission and the payment thereof.

4.4 Privacy information about processing of personal data of Affiliates: As an independent data controller, We shall use and process the following personal data of an Affiliate or any Affiliate employee in accordance with applicable privacy law, as follows: your username for the purpose of logging in, your email address, full name, date of birth, your country and address, telephone number, information about revenue and target achiever,  financial and other data necessary for legally required verifications and checks. Furthermore, as noted in Clause 3.4, as a general rule we do not share Personal Data of Essential Partner or Affiliate customers for the purpose of this cooperation except for limited circumstances where a legal obligation is imposed on us, however, you may be required to share some information with us (for example customer e-mail address) in exceptional situations where you have reasonable suspicion that New Customer referred by you under the Affiliate Agreement is in any way associated with money laundering, fraud, or other abuse of remote gaming sites. All this data will be used in the first place in order to conduct cooperation with you and for the performance of the Affiliate Agreement (to register your account, to report and follow your revenue and KPI, to make necessary payments to you) but also in order to fulfill our legal obligations coming from relevant laws such as AML and Gaming laws. Finally, we have to process your data based on our legitimate interest to prevent violation and abuse of these Terms and Conditions, to ensure security, to manage our business relationship, and in the defense of legal or other claims. Please note that all this data is necessary so we can establish and conduct cooperation with you, and therefore if you refuse to provide such data, we will not be able to cooperate with you. We have to keep your personal data for the duration of our cooperation and after the end of the cooperation as required per relevant laws and in order to establish, defend and/or exercise legal claims.

4.4.1 Please note that your data will only be shared among our Group of companies (including without limitation in order to grant and/or enforce the license to the Licensed IP and to process payments) and third parties (recipients) that help us maintain the relationship with you based on data processing agreements. The list of recipients with whom we share your personal data includes providers of database and technical systems to manage the relationship with affiliates, consultants, and other technical providers. Please note that we process your personal data within the EEA and that if we engage third-party vendors or independent contractors outside the EEA, we will only do that by applying appropriate safeguards as required by the GDPR, such as Standard Contractual Clauses. You can always get more information about recipients and safeguards for transfers of data by contacting our Data Protection Officer at [email protected].

4.4.2 With respect to your personal data you have rights as mandated by the GDPR: right to get a copy of your data; right to correct data; right to delete data; right to object (for example, right to unsubscribe from marketing communications); right to ask for restriction of processing; right to transfer data; and right not to be subject to automated decision making including profiling without meaningful human intervention in accordance with requirements defined in the GDPR. If you have any questions or wish to exercise your rights, you can send an email to our DPO at [email protected].

4.4.3 Please note that the data controller responsible for processing Affiliate personal data is:

For Affiliates promoting Essential Partner Websites:

4.4.4 You can always lodge a complaint on the processing of your personal data with the regulatory authorities overseeing applicable privacy laws. Insofar as the GDPR applies, you may file a complaint with the supervisory authority in the country of your habitual residence, place of work or place of alleged infringement.

Our Rights and Remedies:

5.1 In the case of your breach (or, where relevant, suspected breach) of the Affiliate Agreement, or failure to in any way meet your obligations hereunder (including without limitation, those obligations referred to in Clause 2), we and/or any other entity within Essential Partner shall have (at our/such other Essential Partner entity’s sole discretion) the following remedies available:

  • the right to suspend (for up to 180 days) any Affiliate’s participation in the Affiliate Program for such period as is required to investigate any activities of the Affiliate that may be in breach of the Affiliate Agreement. During any period of suspension, payments of Commission will also be suspended;
  • the right to withhold any Commission or any other payment payable or owing to the Affiliate arising from or relating to any specific campaign, traffic, content or activity conducted or created by the Affiliate under the Affiliate Agreement which is in breach of (or otherwise not in accordance with) the Affiliate’s obligations under the Affiliate Agreement;
  • the right to withhold and / or set off such monies as we and/or any other entity within Essential Partner deems reasonable from the Commission to cover any indemnity given by the Affiliate hereunder or to otherwise cover any liability of Essential Partner which arises as a result of the Affiliate’s breach of the Affiliate Agreement or the Affiliate’s negligent performance hereunder; (iv) immediately terminate the Affiliate Agreement.

(v) the right to withhold monies held in the Affiliate Wallet if they are not withdrawn within a period of 3 (three) months from the date of the termination of the Affiliate Agreement in accordance with clause 10.1.

5.2 Our rights and remedies detailed above shall not be mutually exclusive. Therefore, the exercise of one or more of the right or remedies listed above shall not preclude the exercise of any other right or remedy. You also acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of the Affiliate Agreement and, in the event of a breach or threatened breach of any provision of the Affiliate Agreement; we may seek enforcement or compliance by specific performance, injunction, or other equitable remedy. Nothing contained in the Affiliate Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of the Affiliate Agreement, the intention of this provision is to make clear that our rights shall be enforceable in equity as well as at law or otherwise.

Commission and Payment:

6.1 Subject to your adherence with the provisions of the Affiliate Agreement, you will earn Commission in accordance with the Commission Structure on Net Revenue of New Customers referred by you to the Essential Partner Websites. We may, in exceptional circumstances, make changes to the Commission percentage and method of calculation. If such change has a material adverse impact on the Affiliate, we will notify the Affiliate in accordance with Clause 8, and the Affiliate may terminate the Affiliate Agreement in accordance with Clause 8. The Commission shall be deemed to be exclusive of value added tax or any other applicable tax. VAT shall be payable into the account of the Affiliate in addition to the Commission except where in terms of law it is us who have to account for VAT in relation to the Affiliate Program (under reverse charge). In case of any change in the applicable VAT, the Commission shall be adjusted so our position remains not more onerous than prior to the change. We operate a ‘no negative carryover’ policy with the exception of the ‘high roller policy’ as defined in 6.9.

6.2 The Commission is calculated at the end of each month and payments shall be made on a monthly basis in arrears, not later than the 10th of the following calendar month, provided that the amount due exceeds €100 (the “Minimum Threshold”). If the balance due is less than the Minimum Threshold, it shall be accumulated and carried over to the following month and shall be payable when the total Commission collectively exceeds the Minimum Threshold.

6.3 Payment of Commission shall be made through our Affiliate Wallet or such other means that we may determine from time to time at our sole discretion.  Due to regulations under The Curacao Gaming Authority, Affiliates may be required to provide documentation for verification and ‘know your customer’ purposes before a withdrawal can be accessed. If an error is made in the calculation of the Commission, we reserve the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.

6.4 A minimum amount of €50 (fifty euro) may be withdrawn from the Affiliate Wallet at any one time.

6.5 The Affiliate’s acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.

6.6 If either Party disagrees with the balance due, it shall notify the other Party within fifteen (15) days and state the reasons of the disagreement. The disputed amount shall then be compared by us to reports offered in the Essential Partner Affiliate Account system and the Essential Partner database, and the final amount payable shall be as per the figure reported on the database.

6.7 The Affiliate may, at our sole discretion, be provided with the opportunity to restructure its commission structure. Examples of alternative commission structures could include a Cost Per Acquisition (CPA) model. However, and for the avoidance of doubt, only one type of Commission Structure for the same product may be applied at the same time. Therefore, once an Affiliate accepts our offer to apply a new commission structure, different to the standard Commission Structure detailed in the Affiliate Agreement, the Affiliate hereby agrees and understands that the new proposed commission structure shall replace his existing commission structure in its entirety. Notwithstanding the above, the Affiliate’s obligations assumed under the Affiliate Agreement will still continue to apply to the Affiliate even if a new commission structure is applicable.

6.8 The Affiliate shall have the sole responsibility to pay any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity as a result of the compensation generated under the Affiliate Agreement. We shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall indemnify us in that regard.

6.9 If in any given calendar month, a player from any Affiliate generates negative commissionable revenue of at least €20,000 (twenty thousand Euro) then such player shall be deemed to be a high roller (“High roller(s)”). In calculating Commission for High Rollers; where commission earned by an Affiliate in relation to a High Roller(s) results in a negative amount in any calendar month then we shall have the right to carry forward any such negative amounts and the negative amounts will be applicable to and set off against any future commission payable to you in relation to the High Roller(s) until the negative balance has been fully set off against future positive commission. If any High Roller(s) has a negative commissionable revenue in excess of €20,000 (twenty thousand Euro) in the last calendar month prior to the current unbilled calendar month then this negative commissionable revenue will be considered as negative carryover and used to calculate Commission for the current unbilled calendar month.

Sub-Affiliate Terms and Conditions:

7.1 The following terms and conditions shall apply to You in respect of Sub-Affiliates. If You wish to introduce potential Sub-Affiliates to us, you should sign-up and email [email protected] – Potential Sub-Affiliates will be required to complete and submit an Affiliate Application. We will assess the Sub-Affiliate application and may accept or otherwise reject such Affiliate Application pertaining to potential Sub-Affiliates as it deems appropriate, in its sole discretion.

7.2 Upon our acceptance of a Sub-Affiliate to the Affiliate Program, each Sub-Affiliate will be required to accept the terms and conditions of the Affiliate Agreement, as set out herein.

7.3 Sub-Affiliates will receive Commission from us in accordance with the Affiliate Agreement.

You shall be entitled to receive Commission from us based on the Commissions received by the Sub-Affiliates introduced by you to us (the “Sub-Affiliate Commission”). The Sub-Affiliate Commission due to you shall depend on the Commission Structure agreed between such Sub-Affiliate and us, regardless of the Commission Structure applicable to you.

7.4 For the sake of clarity, nothing herein shall entitle you to receive any Commission for sub-affiliates introduced by a Sub-Affiliate to us.

7.5 None of the following is permissible and is strictly forbidden at all times: (a) introducing yourself, an employee or a relative as a Sub-Affiliate, or, where the person entering into this Affiliate Agreement is a legal entity, neither the directors, officers nor employees of such legal entity or the relatives of such individuals, or legal entities forming part of the same group of companies as the Affiliate entity. For the avoidance of doubt, you shall not be entitled to any Sub-Affiliate Commission if: (i) you are a legal person, and the relevant Sub-Affiliate is your director, an officer of the entity, employee or agent or in any case an entity within the same group of companies as you; or, (ii) you are a natural person, and the relevant Sub-Affiliate is your employee, agent or relative; (b) offering, making available to or providing a Sub-Affiliate (including a potential Sub-Affiliate) an incentive – whether financial or otherwise – to act as, or, become a Sub-Affiliate; (c) attempt to use the Sub-Affiliate structure in any manner whatsoever in bad faith against us.

7.6 If we determine, in our sole and absolute discretion, that you have done or attempted to do any of the aforesaid, we may immediately block your Affiliate Account/s, and/or retain any Commission and/or Sub-Affiliate Commission (as we may unilaterally decide) otherwise payable to you, and you will no longer be entitled, and, we will no longer be liable, to pay such Commission and/or Sub-Affiliate Commission to you.

Modification of terms and conditions:

We may modify any of the terms and conditions contained in the Affiliate Agreement or replace it at any time and in our sole discretion by posting a change notice and/or a new agreement on our site and notifying Affiliates in an email of the implemented changes. Modifications may include, for example, changes in the scope of available Commissions and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate the Affiliate Agreement with immediate effect. Your continued participation in our Affiliate Program following our posting of a change notice and/or new agreement on our site will constitute binding acceptance of the modified Affiliate Agreement, irrespective of whether or not the Affiliate has actually learned of or read the relevant changes.

Confidential Information and Publicity:

During the term of the Affiliate Agreement, you may from time to time be entrusted with confidential information relating to our business, operations, or underlying technology and/or the

Affiliate Program (including, for example, the Commissions earned by you under the Affiliate Program). You agree to avoid disclosure or unauthorised use of any such confidential information to third persons or outside parties unless you have our prior written consent. You also agree that you will use the confidential information only for purposes necessary to further the purposes of the Affiliate Agreement. Your obligations in regard to this clause survive the termination of the Affiliate Agreement. You must not issue any press release or similar communication to the public with respect to your participation in the Affiliate Program without the prior written consent of Essential Partner(with approval of the exact content to also be approved by us).

Term and Termination:

10.1 Term. The term of the Affiliate Agreement will begin when you are approved as an Affiliate and will be continuous. Without prejudice to any other provision, the Affiliate Agreement may be terminated by either party by giving thirty (30) days written notice to the other party, provided that this Affiliate Agreement shall be automatically terminated in the event that we are precluded from offering the online gaming services to customers through any of the Essential Partner Websites. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification. For the avoidance of doubt, we may also terminate (in accordance with Clause 5 above) upon immediate notice at any time for the Affiliates failure to meet their obligations under the Affiliate Agreement or otherwise for the Affiliate’s negligence.

10.2 Affiliate actions upon termination. Upon termination you must immediately remove all of

Essential Partner banners/icons from the Affiliate Website and disable all Affiliate Links from the Affiliate Website to all Essential Partners Websites. All rights and licenses given to you in the Affiliate Agreement shall immediately terminate. You will return to us any confidential information and all copies of it in your possession, custody and control and will cease all uses of all Essential Partner Intellectual Property Rights.

10.3 Commission. Upon termination of the Affiliate Agreement for any reason, all Commission relating to any New Customers directed to Essential Partners during the term shall not be payable to the Affiliate as from the date of termination. All monies earned by Essential Partners from such New Customers shall, as from the date of termination, be retained solely by Essential Partners.

10.4 With reference to Affiliates active in the territory of the United States of America, we have the right to terminate this Agreement, without notice, (i) upon the institution by or against either party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of Affiliate’s debts, (ii) upon Affiliate making an assignment for the benefit of its creditors, or (iii) upon Affiliate’s dissolution or ceasing to do business.

  • Miscellaneous:

    • We make no express or implied warranties or representations with respect to the Affiliate Program, about Essential Partners or the Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement), and do not express nor imply any warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our sites will be uninterrupted or error-free and will not be liable for the consequences if there are any. In the event of a discrepancy between the reports offered in the Essential Partners Affiliate Account system and the Essential Partners database, the database shall be deemed accurate.
    • You shall defend, indemnify, and hold Essential Partners, our directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs, including legal fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any provision of the Affiliate Agreement, (b) the performance of your duties and obligations under the Affiliate Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorised use of our banners and links or this Affiliate Program.
    • Limitation of Liability.  We and/or any other entity within Essential Partners shall not be held liable for any direct or indirect, special, or consequential damages (or any loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Affiliate Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages.
    • Non-Waiver. Our failure to enforce your strict performance of any provision of the Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of the Affiliate Agreement. No modifications, additions, deletions or interlineations of the Affiliate Agreement are permitted or will be recognised by us. None of our employees or agents has any authority to make or to agree to any alterations or modifications to the Affiliate Agreement or its terms.
    • Relationship of Parties. We and the Affiliate are independent contractors and nothing in the Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this Affiliate Agreement.
    • Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under the Affiliate Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) days then either Party may terminate the Affiliate Agreement with immediate effect by providing a written notice.
    •  You may not assign the Affiliate Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, the Affiliate Agreement will be binding on, inure to the benefit of, and be enforceable against you and us and our respective successors and assigns.
    •  Each provision of the Affiliate Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of the Affiliate Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of the Affiliate Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
    • English language. Where the Affiliate Agreement is translated into the languages, please be aware that the Affiliate Agreement was first drafted in English and where there is any conflict or discrepancy between the English language version and any other language, the English language version shall prevail.
    • Governing Law. The validity, construction and performance of the Affiliate

Agreement and any claim, dispute or matter arising under or in connection to the Affiliate Agreement or its enforceability shall be governed and construed in accordance with the laws of Cyprus – Each Party irrevocably submits to Courts of Cyprus over any claim, dispute or matter under or in connection with the Affiliate Agreement and/or its enforceability.