RoyalCasino.dk Affiliates Programme Agreement If you have any queries or questions in relation to this Agreement, or wish to notify Casino Marketing Ltd of any matter related hereto, you may contact us at partners@royalcasino.dk Version 2.1 By applying to join the RoyalCasino.dk Affiliate Programme, you agree to be bound by these Terms and Conditions. If you do not wish to be bound by these Terms and Conditions, you should not apply to join the Programme. TERMS & CONDITIONS 1. GENERAL 1.1 These Terms and Conditions (together - the "Agreement") sets out the terms and conditions agreed between: a. RoyalCasino.dk operated by Casino Marketing Ltd (hereinafter "Company"), registration No. C81066 whose principal place of business is situated at Centre Place No. 28 Level 4, Edgar Bernard Street, Gzira GZR 1702, Malta and b. the person/entity set out on the relevant application form (hereinafter the "Affiliate"), enabling the Affiliate to join and become a member (subject to Casino Marketing Ltd approval of the application) of the RoyalCasino.dk Affiliates Programme ("the Programme"). 1.2 The Affiliate shall ensure and undertake that the information provided to the Company when completing the application form is complete, true and accurate in all respects. 1.3 It is important that the Affiliate reads and understands this Agreement. By completing and agreeing to the Affiliate Application to the company's Affiliates Programme and clicking "I have read and agree to the Affiliate Terms and Conditions (the "General Terms and Conditions") within the registration form, the Affiliate hereby agrees to abide by all the Terms and Conditions set out in this Agreement. 1.4 The Affiliate acknowledges that this Agreement does not grant the Affiliate an exclusive right or privilege to assist the Company in the provision of services arising from the Affiliate's referrals and that the Affiliate shall have no claims to any fees or other compensation on business secured by or through persons or entities other than the Affiliate. 1.5 This Agreement replaces all previous terms and conditions relating to the Affiliate Programme or any previous affiliate programme offered by RoyalCasino.dk operated by Casino Marketing Ltd (as defined below). 1.6 The Company reserves the right to amend, alter, delete or extend any provisions of this Agreement, at any time and at its sole discretion. Notice will be given by email to the email address in the Affiliates' account within the Affiliate Platform and will be deemed to be served immediately when sent by the Company. If the Affiliate does not agree to such changes, the Affiliate may terminate this Agreement in accordance with its terms. However, should the Affiliate continue to participate in the Programme after the Company has posted the changes, this will constitute binding acceptance of such changes. 2. DEFINITIONS AND INTERPRETATION 2.1 Affiliate means you, the person or entity, who applies to participate in the Affiliate Programme. Where used in this Agreement, references to: (a) "you" and/or "your" means the Affiliate (including the individual or entity) which applied to provide publishing services (the "Services") to the Company. 2.2 Affiliate Application means the application form through which the Affiliate requests to enter the RoyalCasino.dk Affiliate Programme. 2.3 Affiliate Platform means the link tracking and reporting platform, based on Income Access, used by the Company to track your marketing campaigns. 2.4 Affiliate Programme means the collaboration between the Company and the Affiliate whereby the Affiliate will promote the Operator's website and create links from the Affiliate Website(s) to the Operator's website and thereby be paid a commission as defined under this Agreement depending on the applicable Commission Structure. 2.5 Affiliate Website(s) means one or more websites on the Internet which are maintained and operated by the Affiliate. 2.6 Agreement means (i) all the Terms and Conditions set out in this document, (ii) the General Terms and Conditions on RoyalCasino.dk (iii) any other rules and/or guidelines of the Company and/or the Operator's website made known to the Affiliate from time to time. 2.7 Bonuses means any so-called "free money", "free bets", "free spins", "money back", vouchers, rebates, discounts and/or similar that the Customer can utilise as payment for bets on RoyalCasino.dk. 2.8 Brand means the "RoyalCasino" brand. Furthermore, as it may be indicated from time to time, it also includes without limitation any and all of the trademark registrations/applications of the RoyalCasino Group, any taglines or marketing slogans used by the RoyalCasino Group, as well as any other brands (whether registered or unregistered) owned and/or used by the RoyalCasino Group. 2.9 Chargeback means the reversal of a payment made previously to us by a referred Customer or the credit card-issuing bank or any other third-party payments solution provider. Chargebacks are regarded as fraud for the purposes of calculating net revenues. 2.10 Commission means the percentage of the Net Revenue as set out in the Commission Structure in Section 7. 2.11 Commission Structure means the commission structure contained under Section 7 below or any specific commission structure expressly agreed between the Company and the Affiliate. 2.12 Company means the business hosted on the domain RoyalCasino.dk as operated by Casino Marketing Ltd, a company incorporated on Malta, registration number C81066. Any reference to "we", "our", "us" uniquely means RoyalCasino.dk operated by Casino Marketing Ltd (the "Company") and, as applicable, any of its directors, officers, shareholders, employees, advisors, contractors and any of its affiliated corporate entities. 2.13 Confidential Information means any information of commercial or essential value for any of the Parties such as, but without limitation, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about Customers, other customers and users of the Operator's website, technology, marketing plans and manners of operation. 2.14 Content means material provided by the Company for the purposes of this Agreement, including, without limitation, text links, banners and other general advertising materials. 2.15 Customer means a registered player on the Brand RoyalCasino.dk previously referred by the Affiliate to the Operator's website (www.royalcasino.dk) and having made a first deposit amounting to at least the applicable minimum deposit at the Operator's website casino account in accordance with the applicable Terms and Conditions of the Operator's website, but excluding the Affiliate, its employees, relatives and/or friends. 2.16 Data Protection Laws means the EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC with national implementations as applicable ("GDPR") and Chapter 586 of the Laws of Malta ("MDPA") including any subsidiary legislation issued thereunder (as may be amended from time to time) and also, where applicable, the guidance and codes of practice issued by any relevant supervisory authority or similar authoritative entity. 2.17 General Terms and Conditions means the Operator's General Terms and Conditions which can at all times be found on www.royalcasino.dk. 2.18 Gross Gaming Revenue means the value of the revenues generated by all Customers referred by the Affiliate, after the deductions of costs including but not limited to taxes, betting duties, third party commissions/fees for providing games and game software etc. Revenues generated would be equal to all (settled) bets less wins. For the avoidance of doubt, any bet that is not accepted for a legitimate reason, at the sole discretion of the Company, shall not be considered a settled bet and shall not be included in the calculation of the Gross Revenue. 2.19 High Roller means a referred Customer who obtains a cumulative win of 50.000 EUR on the Operator's website in any of the calendar months 2.20 Income Access means the Affiliate Platform used by the Company to track your marketing campaigns. 2.21 Intellectual Property Rights means any information of a commercial value, considered essential for both Parties, such as, but not limited to copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, design rights, confidential information, registrations of the aforesaid and/or any other rights in the nature of the aforesaid. 2.22 Links means Internet hyperlinks (either a banner or text link) downloaded from the Affiliate Platform that is placed on the Affiliate's website(s) or used in other marketing activities with the intent to send traffic to the Operator's website. 2.23 Marketing Materials means banners, buttons, text-links, clicks, co-registrations, pop-ups, pop-unders, email, graphic files and similar online media and any other marketing materials that have been provided or otherwise made available to you by us, all in accordance with the provisions of the Agreement. 2.24 Minimum Threshold means that if the Affiliate's Commission does not exceed 100 EUR in a calendar month, the Company shall be entitled to withhold and carry forward the Commission until the total accrued Commission exceeds 100 EUR. 2.25 Net Gaming Revenue means all monies received by the Operator from Customers in relation to player bets less: (a) player wins by Customers, (b) bonus pay-outs (but excluding bonuses retracted), (c) charge backs if any, (d) admin fees, if any, (e) jackpot savings and (f) local gaming tax*; and for the avoidance of doubt, all amounts referred to above are only in relation amounts generated from Customers referred to the Operator's website by the Affiliate's website(s) and/or activity. 2.26 New Customer means a new first time customer on the Brand RoyalCasino.dk referred by the Affiliate to the Operator's website (www.royalcasino.dk) and having made a first deposit amounting to at least the applicable minimum deposit at the Operator's website casino account in accordance with the applicable Terms and Conditions of the Operator's website, but excluding the Affiliate, its employees, relatives and/or friends. 2.27 Operator means RoyalCasino.com Ltd., a company incorporated on Malta, with registration number C81199. 2.28 Operator's website specifically means the online gaming website operated and/or managed by the Operator on www.royalcasino.dk. 2.29 Parties means the Company and the Affiliate (each a "Party"). 2.30 Sub-Affiliate means any natural and legal person who, after having entered into collaboration with the Affiliate, makes space on its website or other media platform available to post Content for the acquisition of New Customers. 2.31 RoyalCasino Group means the Company, the Operator and any of its group companies. 2.32 Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective. 3. SCOPE AND OBJECTIVES 3.1 The Company can choose to work with third party advertisers / Affiliates to promote the Brand to increase its business, notably via increasing the number of Customers. 3.2 The Company wishes to ensure that gambling is conducted in a fair and open manner for which it will hold itself up to the following three objectives when promoting its Brand to Customers, either directly or through Affiliates: 3.2.1 The Company will seek to comply with all applicable laws; 3.2.2 The Company will conduct its marketing activities in a socially responsible manner and not intentionally target individuals under the age of eighteen (18) or vulnerable people who have self-excluded from gambling or who are otherwise likely to be at-risk of problem gambling; 3.2.3 The Company wishes to prevent gambling from being a source of crime and or disorder, being associated with crime or disorder and/or being used to support crime; 3.3 The Affiliate acknowledges that it will respect the above objectives and agrees that it will at all times act in a manner that is consistent with these objectives during the term of this Agreement. 3.4 The Affiliate acknowledges that the Company holds a gambling licence and is subject to the local laws and regulations that relate to the promotion of gambling. 3.5 The Affiliate acknowledges that it may be jointly responsible with the Company to the local gambling or advertising authority for any promotion or advertising done on behalf of the Company that is not in compliance with the local laws and regulations. The Affiliate shall be exclusively liable for such actions and shall hold the Company harmless and shall fully indemnify the Company for any liability incurred by the Company if it doesn't comply with the provision above. 3.6 The Affiliate further confirms that it operates the website(s), where the Content will be placed, under its own name and that it is fully and without restrictions authorised to dispose thereof. 3.7 Unless otherwise agreed in writing by the Parties, each Party shall remain exclusively responsible for all and any expenses (including investment and/or running costs) incurred in respect of the obligations it undertakes under this Agreement and will have no right of recourse against the other Party in respect thereof. 4 INTEGRATION OF THE AFFILIATE INTO THE AFFILIATE PROGRAMME 4.1 The application to be an Affiliate will be reviewed following submission and the Affiliate will be notified in a timely manner of the acceptance or rejection of said application. The Company reserves the right to refuse any registration in its sole and absolute discretion. 4.2 With respect to the European Union Fourth Anti-Money Laundering Directive, laws on the prevention of money laundering and financing of terrorism, the Affiliate may be required to verify their identity by providing copies of personal and, where applicable, company identification and registration documents. 4.3 In case the provided information upon registration is deemed insufficient, the Company reserves the right to reject said application to become an Affiliate. 4.4 Unless otherwise agreed with the Affiliate Manager, the Company will offer one (1) account only in the Affiliate Programme for the Affiliate in the Affiliate Platform. In the case where the Affiliate is approved to open several accounts, the monthly Commissions are still to be calculated based on the combined Net Gaming Revenue for all accounts for each calendar month. In this case, the accrued CPA commissions will not be affected by any negative Net Gaming Revenue. 4.5 Upon the Affiliate's successful application to join the Programme, a unique tracking link is assigned to the Affiliate so that the Affiliate is integrated in the Operator's Affiliate Platform, Income Access. This tracking link will identify any Customers referred to the Operator's website by the Affiliate. It is the Affiliate's responsibility to ensure that any tracking link generated in the Affiliate Platform is used correctly and The Company will not be liable to pay fees on any Customers who are not tracked due to the use of modified or wrong tracking links. 4.6 In consideration of the Affiliate making the tracking links available on the registered Affiliate's website(s) and subject to the terms and conditions of this Agreement, the Company will procure that the Affiliate is granted a non-exclusive, non-transferable, terminable licence to use the tracking links on the registered website(s) solely for your internal business purposes and in accordance with such other limitations and restrictions as set out in this Agreement. 4.7 The Affiliate will be provided with remote online access via the Affiliate Platform to generated reports of Customer activity and the generated fees by that activity. To access these online reports, the Affiliate will need to use a username and a password which will be provided by The Company. 4.8 The Affiliate understands and accepts that its access to the Affiliate Platform is subject to the highest obligations of confidentiality. Any misuse of such access, whether intentional or not, shall be considered as a breach under the Agreement. 4.9 Subject to article 5.5 of this Agreement, a change to the URL of the Affiliate's website(s) shall not constitute a change to the Agreement and shall not affect the rights and obligations of the Affiliate arising from this Agreement. 4.10 Any additional advertising material (of any kind whatsoever) created by the Affiliate and related to the Company shall require the Company's prior written approval. 5 OBLIGATIONS OF THE AFFILIATE 5.1 During the term of this Agreement, the Affiliate hereby warrants and undertakes to: 5.1.1 notify the Company promptly of any changes to the information provided in the Affiliate Application; 5.1.2 actively advertise and promote the Operator's website and refer New Customers to the Operator at its own risk, cost and expense. The Affiliate will be solely responsible for the distribution, Content, legality and manners of its marketing activities. 5.1.3 conduct professional, proper and lawful marketing activities under applicable local and EU laws and regulations as well as in accordance any guidelines of the Company that may be forwarded from time to time and/or be accessible online; 5.1.4 ensure that the Affiliate has obtained full consent from the recipients to send third party (indirect) marketing communications in respect of the Operator's website or Brand, both in regards to the type of communication as well as to the channel used, and that the purpose of such communication are properly identified to such individuals; 5.1.5 clearly identify the sender of any type communications sent to individuals and provide these recipients with simple, free and appropriate means to unsubscribe from future marketing communications; 5.1.6 use its reasonable endeavours to display the most up to date Content and Bonuses on the Affiliate's website(s) in a manner and location agreed by the Parties. 5.1.7 provide, at any given point during the duration of the Agreement, any such information to the Company that may be reasonably solicited in order to enable the Company to comply with required information reporting and other obligations to any relevant supervisory authorities; 5.1.8 be bound by the Company's Advertising Requirements and Procedures for Affiliate Compliance in the respective markets where the Affiliate is active. These Advertising Requirements can be found in the Appendices of this Agreement and, for the avoidance of doubt, the Appendices form part of this Agreement. 5.2 During the term of this Agreement, the Affiliate hereby agrees not to: 5.2.1 place Content on pages of the Affiliate's website(s) or distributed via other channels such as but not limited to emails, SMS, push or social media posts that could be targeting individuals under the age of eighteen (18) or vulnerable people who have self-excluded from gambling or who are otherwise likely to be at-risk of problem gambling; 5.2.2 directly or indirectly use any form of spam (including search engine spamming or spamdexing) or unsolicited email or SMS messages in the attempt to refer New Customers to the Operator's website. The Company considers any unsolicited, unexpected or unwanted email or SMS messages sent to a user in order to extort their valuables, mislead them or any message originating from someone the user has not specifically authorized to have their email address or mobile number to be spam. The Affiliate must NOT send neither emails nor SMS messages containing any reference to, or in any way connected with the Operator's website or Brand, without the express prior written consent of the Company. Once such consent has been granted by the Company, email and SMS messages may only be sent provided they comply with commonly accepted opt-in rules, meaning the user has consented to receive emails and/or SMS from the Affiliate and is given the option to opt-out in each email and/or SMS. 5.2.3 directly or indirectly offer any potential Affiliate or Sub-Affiliate any incentive (including payment of money or other benefits) to use the Tracking Links without the Company's prior written consent; 5.2.4 generate traffic to the Operator's website by illegal or fraudulent activity, particularly but not limited to registering as a player or make deposits directly or indirectly to any player account through its tracking Links for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the commission payable or to otherwise defraud the Company. Violation of this provision shall be deemed to be fraud and is seen as a breach of this Agreement; 5.2.5 present the Affiliate's website(s) in such a way that it might evoke any risk of confusion with the Operator's website and/or the Company or convey the impression that the Affiliate's website(s) or communications are partly or fully originated with/from the Operator's website and/or the Company. This also includes the deliberate presentation and promotion of the Brand in order to misrepresent and drive traffic to other brands on the Affiliate site; 5.2.6 register more than one Affiliate account with the Affiliate Programme without the Company's prior written consent; 5.2.7 purchase or register keywords or other terms, trademarks and other Intellectual Property Rights of the Company for use in any search engine, portal, social media channels (including, but not limited to Facebook, Twitter, Instagram, etc.), sponsored links, advertising or referral services, the registration of domain names, (i.e. after any prefixes but before the top level domain suffix) or to be used as metatags on the Affiliate's website(s), unless the Company consents to such use in writing; 5.2.8 engage in any marketing by way of PPC (pay-per-click) on search engines such as Google or Bing with keywords or search terms that are identical or similar to any of the Company's Brand terms, trademarks or other identifiers, such as but not limited to: "royal", "royalcasino", "royalcasino.dk" as well as in combination with, but not limited to, any of the following in either English or local language variations: "bonus", "bonus code", "campaign", "offer", "free spins". Moreover, the Affiliate is required to add the following keywords as negative phrase keywords in all online paid advertising (PPC, CPC, etc.): "royal", "royalcasino", "royal casino", "casino royal", "royalcasino.dk" and "royalcasino.com"; 5.2.9 perform any live streaming of gaming activity on RoyalCasino.dk, or any mention of the casino whatsoever, in front of, or in interaction with, an audience of recipients unknown to RoyalCasino.dk (including, but not limited to Twitch, YouTube, etc.). RoyalCasino.dk considers such activity as a possible violation of this Agreement, the Gambling Act, the Danish Marketing Law and required customer awareness procedures. The Affiliate is fully liable for his own activities in such cases. 5.3 If the Company finds that the Affiliate is in breach of their obligations under this Contract or in breach of or not compliant with these obligations and/or restrictions imposed on the Company by legal and/or regulatory requirements and/or third-party suppliers as set out but not limited to the Danish Gambling Law, the Affiliate must update its website(s) within two (2) working days upon receipt of a notification from the Company pursuant to article 14.4 of this Agreement. 5.4 If the Affiliate breaches these guidelines and refers New Customers by inappropriate usage of the relevant Brand terms, trademarks or Intellectual Property Rights, reasonable adjustments may be made to the Customers' accounts or the partnership between the Company and the Affiliate may be terminated if the Company does not approve the marketing methods, or cannot come to a reasonable agreement for the compensation of breaching these terms. 5.5 If the Affiliate sells its business, this Agreement is automatically transferred to the purchasing company ("Purchasing Company"). The Affiliate account purchased and transferred will remain on the existing Reward Plan that was in place at the time of the purchase. The Affiliate and/or Purchasing Company must inform the Company within 30 days of the purchase. 6. RIGHTS AND OBLIGATIONS OF THE COMPANY 6.1 The Company shall be entitled to use any of its rights or fulfil any of its obligations hereunder (including, without limitation to, its payment obligations pursuant to Section 8 through any subsidiary company in the RoyalCasino Group). 6.2 Subject to article 4.1 of this Agreement, the Company shall be entitled to accept or decline any Affiliate's application at its sole discretion. 6.3 The Company has the right to monitor the Affiliate's website(s) and other marketing activities to ensure that the Affiliate is complying with the terms of this Agreement. The Affiliate shall provide (and at no charge), the Company with all data and information to perform such monitoring. 6.4 The Company (its internal and external, financial and accounting auditors) has the right to audit all relevant records during the term of the Agreement and for two (2) years afterwards. The Affiliate shall allow the Company and/or its auditors access to such records for the purposes of conducting the audit. The Affiliate expressly acknowledges and agrees that the use of the Internet and the Affiliate Programme is at the Affiliate's own risk. The Company makes no guarantee in relation to the accessibility of the Operator's website at any particular time or any particular location. The Company shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of, the Operator's website or the Affiliate Programme. 6.5 The Company will assign a unique tracking identification code to all referred New Customers. Furthermore, the Company shall administrate the turnover generated via the Links, record the net revenues and the total amount of Commission earned via the Links, provide the Affiliate with commission statistics, and handle all customer services related to the business of the Company. 6.6 The Company shall use its reasonable endeavours to ensure that whenever a New Customer is directed to the Operator's website and registers an account, the relevant New Customer is identified as originating from the Affiliate. However, the Company shall not be held liable if it is unable to identify a New Customer as originating from such Affiliate. The Company may refuse any player or close a player's account if it is necessary to comply with the Company's Terms and Conditions or legal responsibilities under the Operators' gaming licence and/or protect the interest of the Company. 6.7 In the event that a New Customer does not convert from a registered player to a depositing player within the first twelve (12) months of her/his lifecycle as a Customer, the Company reserves the right to remove the affiliate tag and not pay any fees in relation to such New Customer. Alternatively, no CPA will be paid out in relation to such New Customer. 6.8 The Company shall pay the Affiliate its commission based on the generated value from all referred Customers, subject to the Terms and Conditions of this Agreement. 6.9 The Company will be solely liable for the Marketing Materials provided by the Company. All such Marketing Materials will be professional, proper and lawful under all applicable local legislation and otherwise comply with the terms of this Agreement. 6.10 Any marketing materials and creatives provided by the Company are solely owned by the Company; including any Intellectual Property Rights. The Affiliate gains no ownership or any other right in such marketing materials. Any amendment, additions, modifications and/or derivative work in respect of the Marketing Materials, any such modification, addition, amendment and/or derivative work made by the Affiliate will be solely owned by the Company, and no right or title in such modification, addition, amendment and/or derivative work will fall upon the Affiliate in any way whatsoever. 7. COMMISSIONS 7.1 The Affiliate shall be entitled to receive a Commission for the lifetime of its referred Customers, until termination of this agreement, in accordance with Section 9. The Commission shall be deemed to be inclusive of value added tax or any other applicable tax. 7.2 In case of the introduction of another product or group of products in the future, the Company reserves the right to use an individual definition of the term Net Gaming Revenue for each product. 7.3 In the case that the Affiliate is paid on a Revenue Share Reward Plan, the Commission shall be calculated based on the activity of all the referred Customers from the Affiliate's website(s) through the tracking Links. 7.4 The Affiliate Commission is calculated as a percentage based on Net Gaming Revenue. "Net Gaming Revenue" means all monies received by the Operator from referred Customers in relation to player bets less: (a) player wins by referred Customers, (b) bonus pay-outs (but excluding bonuses retracted), (c) charge backs if any, (d) admin fees, if any (e) jackpot savings and (f) gaming tax. 7.5 The Commission percentage will be calculated based on the number of referred Customers that satisfy the definition of Customers set out in this Agreement in the relevant calendar month. The Commission percentage will be negotiated individually between the Affiliate and the Company. 7.6 In the case that the Affiliate is paid on a Hybrid Reward Plan, the Revenue Share part of the Commission shall be calculated based on a percentage of the Net Gaming Revenue derived by the activity of all the referred Customers from the Affiliate's website(s) through the tracking Links. The CPA part of the Commission shall be calculated based on the number of New Customers that satisfy the definition of New Customers set out in this Agreement in the relevant calendar month. 7.7 All CPA deals are subject to a 24-hour termination policy. 7.8 The Company reserves the right to withhold CPA payments for customer accounts that are identified as bonus abuse, suspended, closed for fraud, self-exclusion or for any other reasonable reason. 7.9 The Company's decision with regards to any Commission Plan will be considered final and no further correspondence will be entered into. Right of admission to the Hybrid Reward Plan will be reserved at all times and for any reason. If the Company determines, in our sole discretion, that the Affiliate is enrolled in the Hybrid Reward Plan to benefit from it by referring players that the Company deems not legitimately interested in the offered products or services or of a similar average value to our current Customers, the Company reserves the right to terminate the Affiliate's participation in the Hybrid Reward Plan with immediate effect. Should this occur, from the moment of the notification to the Affiliate, the CPA payment generated on existing or New Customers will be forfeited and considered null and void with no further correspondence entered into. 7.10 Unless agreed otherwise between the Parties in writing, the first twenty five (25) New Customers under the Hybrid Reward Plan are to be considered as a test phase in which the Company will assess the quality of the New Customers. After the test phase has been completed, the Company shall, in our sole discretion, determine whether to continue the campaign, amend pricing, or renegotiate the volumes and/or the CPA amounts, based on the results obtained in the testing phase. 7.11 The Company reserves the right to reduce the Affiliate's Commission/change the Reward Plan if: - the Affiliate substantially reduces its efforts to promote the Company, except in markets where affiliate activity is restricted, and/or - the existing Reward Plan results in a financial loss to the Company for three (3) consecutive months, and/or - the Affiliate does not generate a minimum of 6 New Depositing Customers for a period of three (3) consecutive months, except in markets where affiliate activity is restricted, and/or - in the event of legal/regulatory changes to a market. Any such changes will be communicated beforehand by email to the primary email address in the Affiliates' account within the Affiliate Platform. 7.12 Unless agreed in writing by the Company's Affiliate Manager, any changes to an Affiliate's Commission will only be applicable to New Customers and not previously referred Customers.
8. REPORTS & PAYMENTS 8.1 The Commission is calculated at the end of each month and payments shall be made by the 15th working day following the end of the month in which the Affiliate's Commission was earned, provided that the amount due exceeds EUR 100 (the "Minimum Threshold") and an invoice has been received from the Affiliate. 8.2 In the event that the balance due is less than the Minimum Threshold, or no invoice is received, it shall be accumulated and carried over to the following month and shall be payable when the total Commissions collectively exceeds the Minimum Threshold and/or an invoice is received. Affiliates can generate an invoice for their own records via the Affiliate Platform. The Affiliate hereby accepts the validity of such invoices and their use by the Company for administrative and tax compliance purposes. 8.3 In the event that the Net Gaming Revenue amount for a calendar month is a negative amount, the Company will not carry forward or set off such negative amount against Commissions for future months which would otherwise be payable to the Affiliate. In this instance, any negative Commission balance will be set to zero at the beginning of each month. 8.4 In the event that a Customer has obtained a cumulative win of EUR 50.000 on the Operator's website in a month, then the Customer will be deemed a High Roller; in calculating Commission for that High Roller, the Company reserves the right to apply a negative carry over for that particular High Roller for a period of 3 months and withhold Commission payments to the Affiliate until the termination of the 3 months period. The 3 months period will start on the day that the High Roller has obtained a cumulative win of EUR 50.000 on the Operator's website. 8.5 Payment of Commissions shall be made in accordance with the payment method chosen by the Affiliate in the Affiliate Platform. The Affiliate is responsible for ensuring the accuracy of the payment details in its account and/or as specified on its invoices. Any payment(s) made via the payment details listed in the Affiliate Platform or specified on received invoice(s) will be considered as payment made by the Company. Any cost incurred by the Company resulting from incorrect payment details provided by the Affiliate will be deducted from the Commission due to the Affiliate in the next monthly payment cycle in which there is a payment due to the Affiliate. 8.6 In the case that an error is made in the calculation of the Commission, the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate from the following month's Commission, and each month thereafter, until the debt is repaid in full. 8.7 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. 8.8 If the Affiliate disagrees with the balance due as reported, it shall notify the Company within thirty (30) days and state the reasons of the disagreement. Failure to notify the Company within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the balance due for the period indicated. 8.9 The Company may in its sole discretion withhold the payment of any balance to the Affiliate for up to one hundred-and-eighty (180) days if the Company needs to investigate and verify that the relevant transactions comply with the provisions of the Agreement. 8.10 No payment shall be due if the Company has reasons to believe that the traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement. In the case that a payment has already been made, the Affiliate agrees to return all Commissions received and indemnify the Company for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees and costs). 8.11 If there is a pending payment due to an Affiliate for a period of two (2) years or more as a result of incorrect payment details, missing payment details, invalid or no-longer valid payment details and the Affiliate has not responded to all reasonable contact attempts made by the Company, such amount shall be written off and will no longer be due to the Affiliate. 8.12 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 this Agreement. The Company 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 the Company in that regard. 9. TERM AND TERMINATION 9.1 The term of this Agreement will commence on the date of approval of the Affiliate Application by the Company and shall continue until terminated on notice by either Party. 9.2 This Agreement may be terminated by either Party by giving fourteen (14) days written (by email) notice to the other Party. For the purposes of notification of termination, either Party shall notify the other in writing, and notification via email will be considered as a written form of notification and the Agreement shall terminate accordingly. The Company will contact the Affiliate via the email address indicated by the Affiliate in the Affiliate Platform. 9.3 If the Company determines, in our sole discretion, that the Affiliate has engaged in any of the activities that contravene any of the provisions of Section 5, the Company may (without limiting any other rights or remedies available to the Company) terminate this Agreement immediately providing notice via the email address indicated by the Affiliate in the Affiliate Platform. In such cases, all commission structures cease immediately, and the Affiliate will have no financial claims towards the Company. Furthermore, the Affiliate agrees to remove all promotional content for the Brand with immediate effect. 9.4 The Company reserves the right to set limits for a minimum level of activity on Affiliate's account. Such minimum activity levels will be continuously reviewed and the Company reserves the right to terminate any Agreement not reaching the limit. Such limit shall not be unreasonably high and basically reflect the intention of avoiding accounts where the revenue does not cover the Company's internal costs for maintaining the account and the pay-out procedure. 9.5 If the Affiliate is in breach of this Agreement or the Company's Terms or other rules, policies and guidelines of the Company, the Company may besides closing the Affiliate's account take any other steps at law to protect its interest. 9.6 The Parties hereby agree that on termination of this Agreement: 9.6.1 the Affiliate must remove all references to the Operator's website from the Affiliate's website(s) and communications, irrespective of whether the communications are commercial or otherwise; 9.6.2 all rights granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease the use of any and all trademarks, service marks, logos and other designations vested in the Company and the Operator's website; 9.6.3 the Affiliate will only be entitled to such Commission that is earned but unpaid as of the effective termination date of this Agreement; however, provided that the Company may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive Commissions after the effective termination date; 9.6.4 if this Agreement is terminated by the Company due to the Affiliate's breach of any Terms and Conditions of this Agreement, the Company shall be entitled to withhold the Affiliate's earned but unpaid Commissions as of the termination date as collateral for any claim arising from such breach. It is further specified that termination by the Company due to a breach by the Affiliate of any of the articles in this Agreement shall not require a notice period and such termination shall have immediate effect upon simple notification by the Company to the Affiliate; 9.6.5 the Affiliate must return to the Company any and all Confidential Information (and all copies and derivations thereof) in the Affiliate's possession, custody and control; and 9.6.6 the Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach in relation to Confidential Information even if the breach arises at a time following the termination of this Agreement.
10 LIABILITIES 10.1 The Company shall not be liable (in contract, tort, for breach of statutory duty or in any other way) for: 10.1.1 any economic losses, including but without limitation, loss of profits, revenues, business, contracts or anticipated savings); 10.1.2 any indirect or consequential losses; or 10.1.3 any loss of goodwill or reputation. 10.2 The Affiliate agrees to defend, indemnify and hold the RoyalCasino Group, its successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims and liabilities, including reasonable legal and expert fees, related to or arising from: 10.2.1 any breach of Affiliate's representations, warranties or obligations under this Agreement; 10.2.2 Affiliate's use (or misuse) of the marketing material and the RoyalCasino Group's Intellectual Property Rights; 10.2.3 all conduct and activities occurring under Affiliate's user ID and password; 10.2.4 any defamatory, libelous or illegal material contained on the Affiliate's website(s) or Affiliate's information and data; 10.2.5 any claim or contention that the Affiliate's website(s) or the Affiliate's information and data infringes any third party's patent, copyright, trademark, or other intellectual property rights or violates any third party's rights of privacy or publicity; 10.2.6 third party access or use of the Affiliate's website(s) or the Affiliate's information and data; 10.2.7 any claim related to Affiliate's website(s) or the Links; and 10.2.8 any violation of this Agreement, especially the provisions of Section 5, or any applicable laws. 10.3 For the avoidance of doubt, the Affiliate shall be solely responsible for the actions of any sub-contractors or other third parties which the Affiliate engages to ensure compliance with the terms of this Agreement. The Affiliate shall be held solely responsible for a breach of the terms of this Agreement by any sub-contractors, and the Company shall be entitled to take any action against the Affiliate, without limitation, available under this Agreement or at law in respect of such breach. 10.4 The Company and its group companies reserves the rights to participate, at its own expense, in the defense of any matter or claim in relation to the above.
11 CONFIDENTIAL INFORMATION AND NON-CIRCUMVENTION 11.1 Each party shall keep confidential and shall not disclose to any third party any and all proprietary information or confidential information disclosed to it by the other party, and/or relating to the business, processes, practices, products, customers, accounts, finance or contractual arrangements or trade secrets of the other party and any information concerning the services or the substance of any report, recommendations, advice, test disclosed in relation to the services ("Confidential Information"), and shall use such Confidential Information solely for the performance of its obligations under this Agreement. If either party becomes aware of any breach of confidence by any of its employees, agents, or sub-contractors it shall promptly notify the other party and give the other party all reasonable assistance in connection with any proceedings, which the other may institute against any such persons. The parties further agree to keep confidential and not to disclose to any third party, any of the Terms and Conditions of this Agreement. 11.2 The obligations in this Section 11 shall not apply to Confidential Information already known to either party prior to disclosure by the other party of Confidential Information to it, to information that is in the public domain or which becomes part of the public domain through no fault of the receiving party, or to any information that is required to be disclosed by law. Either party may disclose Confidential Information that has been approved in advance in writing by the other party for disclosure. 11.3 No press release in respect of the execution of this Agreement or any matters arising therefrom may be released by either party in respect of this Agreement without the express written approval of the other party, save that each shall be entitled to make reasonable references to the other party and to the provision of the Services in their own corporate literature in connection with the promotion of that party's business. 11.4 Each Party undertakes to indemnify the other Party for all losses, costs and claims caused by a breach of this Agreement by such Party and that Party's Representatives. 11.5 In addition to the remedies set forth in article 11.4, the non-breaching Party is entitled to exercise any and all other rights and remedies provided under applicable law, including, without limitation, injunctions. 11.6 In addition to the remedies set forth in article 11.4 and 11.5, in the event that a Party violates any obligations under article 9.5 above, the non-breaching Party shall be entitled to claim a contract penalty in the amount of 100.000 EUR (one hundred thousand) per violation and/or per week such violation is upheld. The payment of such a penalty shall not release the breaching Party from its obligation to further comply, nor shall it constitute a waiver of any other rights the non-breaching Party may be entitled to.
12 DATA PROTECTION AND PRIVACY 12.1 The Affiliate must at all times comply with the General Data Protection Regulation (GDPR) and the Privacy and Electronic Communications (e-Privacy Directive) Regulations 2002/58/EC and any new or amended data protection acts, regulations or law applicable to Your territory. 12.2 Should any activity carried out by the Affiliate pursuant to this Agreement result in any form of processing or storage of personal data, the relationship between the Company and the Affiliate will need to be assessed to ensure the role of each Party, and thereafter a separate and relevant data protection agreement will be entered into. 12.3 The Affiliate warrants that it will co-operate with the Company and/or the RoyalCasino Group fully and promptly in the event that the Company requests information on the Affiliate's data protection practices and the Affiliate agrees that the Company and/or the RoyalCasino Group (as separate data controllers protecting their own interests) may monitor such data protection practices to ensure compliance with applicable Data Protection Laws. 12.4 The Affiliate must make clear to any visitors on the Affiliate's website(s) that third parties, including the Company, may be placing and reading cookies on the visitor's browser or placing web beacons to collect information. The Affiliate must obtain the respective visitor's informed consent to the use of such third party cookies and post a prominent link to the Affiliate's privacy/cookie policy which shall provide detailed information about third party cookies and an explanation as to how these can be disabled (for example, by providing information about how visitors can customize cookie settings in browser settings for Edge, Firefox and Chrome). The Affiliate warrants full compliance, throughout the term of this Agreement with any cookie-related laws that may be applicable. 12.5 Further to the above, the Affiliate acknowledges that it may be necessary for the performance of this Agreement to share the Affiliate's data, including personal data, with other companies within the RoyalCasino Group including without limitation in order to grant or enforce the license to the Licensed IP and/or to process payments and manage the relations with the Affiliates. Likewise, the Affiliate understands and acknowledges that the Company and/or any company within the RoyalCasino Group may be obliged to share the Affiliate's data, including personal data, with authorities and/or data subjects to comply with legal obligations or to exercise legitimate interests as discussed above. 12.6 The Company processes some of the personal data of the Affiliate. To understand which personal data that is processed by the Company and how this personal data is used, please read our Privacy Policy. This Privacy Policy will inform about how the Company looks after personal data when a visitor arrives on the Operator's website and/or uses the offered services and lists any valid privacy rights and how these laws protect the visitor. 12.7 Please be aware that the Privacy Policy is included by reference in the Company's Terms and Conditions.
13 FORCE MAJEURE 13.1 For the purposes of this Agreement "Force Majeure" means any cause beyond the reasonable control of the parties including, without limitation, any of the following: act of God; war (declared or not), insurrection, riot, civil disturbance, acts or attempted acts of terrorism; fire, explosion, flood, storm; theft or malicious damage; strike, lock-out, or other industrial dispute (whether involving the workforce of the party so prevented or any other party), third party injunction; national defense requirements, acts or regulations of national or local governments. 13.2 If either party is prevented or delayed in the performance of any of its obligations under this Agreement by Force Majeure, that party shall promptly serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to Force Majeure and the measures it is taking to remedy and/or mitigate the effects and also have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure events. 14 MISCELLANEOUS 14.1 In case of any discrepancy between the meanings of the English version of this Agreement and any non-English translation of this Agreement, the English version shall prevail. 14.2 Should one of the contractual provisions in this Agreement be or become invalid or unenforceable, such provision will be replaced by one which shall come as close as possible to the commercial purpose of the void provision. All other provisions of this Agreement shall continue in full force and effect. 14.3 No waiver in relation to this Agreement will be implied from conduct or failure to enforce any rights and all waivers must be in writing to be effective. 14.4 Any notice given or made under this Agreement to the Company shall be sent by email to and marked for the attention of the Affiliate Manager at partners@royalcasino.dk unless otherwise notified by the Company. The Company shall send all notices by email to the email address supplied by the Affiliate in the Affiliate Platform. 14.5 Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-licence or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee. 14.6 The Company may assign this Agreement, by operation of the law or otherwise, at any time without obtaining the prior consent of the Affiliate. 14.7 The Company's failure to enforce the Affiliate's adherence to all terms outlined in the Agreement shall not be construed to constitute a waiver of the right to enforce such right. 14.8 There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you and us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement. 14.9 You understand that we may at any time (directly or indirectly) enter into similar agreements to the Agreement with others on the same or different terms as those provided to you in this Agreement and that such terms may be similar, and even competitive, to you. 14.10 This Agreement shall be governed by and construed in accordance with Danish law, excluding Danish conflict of law rules. 14.11 Any dispute arising out of this Agreement, and which cannot be settled through negotiations, shall be finally and conclusively settled by arbitration in Aarhus, Denmark in accordance with the Rules of Procedure of the Danish Institute of Arbitration. 14.12 This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this section shall limit or exclude any liability for fraud. 14.13 A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
15 UPDATING THE TERMS AND CONDITIONS 15.1 The Company may amend, alter, delete, interlineate or add to these Terms and Conditions at any time and in our sole discretion, by posting a change notice or a new agreement on the Affiliate Platform and notify the Affiliate by email. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Fees, fee schedules, payment procedures, and referral programme rules. 15.2 Any amendments, alterations, deletions, interlineations or additions to this these Terms and Conditions shall be effective immediately upon notice, by display on the Website and/or on Income Access ("Terms and Conditions"), and shall supersede all previous versions. Your use of the Affiliate Platform and/or continued marketing of the Brand or the Products after such notice is given to you will be deemed as the acceptance of such amendments, alterations, deletions, interlineations or additions, or the new Agreement should these Terms and Conditions be replaced in their entirety. 15.3 The Affiliate is obligated to review this Agreement periodically to ensure familiarity with its most current version. Please note that no purported modifications, amendments, alterations, additions, deletions or interlineations of this Agreement by the Affiliate are permitted or will be recognized by the Company. No employees, officers, representatives or agents of the Company or the RoyalCasino Group may verbally alter, modify or waive any provision of this Agreement.
APPENDIX A - ADVERTISING REQUIREMENTS AND PROCEDURES FOR AFFILIATE COMPLIANCE IN DENMARK
There are various statutory and self-regulatory requirements that the Company and Affiliates must comply with when promoting and advertising gambling services in Denmark. It is the responsibility of the Affiliate to keep up to date with current legislation and guidelines within the Danish market. In particular, Affiliates must comply with the following requirements: 1 In addition to the provisions of Section 5.1 of the main Agreement above, any advertising or promotion of the Operator's website or Brand within the country of Denmark, must comply with the following requirements (see links below): - The Danish Act on Gambling - The Executive Order no. 1274 on Online Casino and any later amends including orders BEK 1010, BEK 19 and BEK 720 - The Danish Marketing Practices Act by the Consumer Ombudsman - The guidelines for operators of betting and online casinos by the Danish Gambling Authority - The guidelines on the compulsory disclosure of conditions when marketing a bonus offer set forth by the Danish Gambling Authority - The General Data Protection Regulation (GDPR) - The Data Protection Act 2 The Danish Gambling Authority has confirmed that licence holders are responsible for any marketing carried out by third parties for its behalf. The Affiliate may be held liable for breaches of the Danish Act on Gambling concerning marketing and promotion of the Brand and offered Bonusses. 3 As a consequence, the Affiliate is only allowed to advertise the Brand by way of the materials supplied by the company or by obtaining prior approval from the Company of marketing assets such as banners and texts and/or other online and offline promotional materials and certain intellectual property. Approved Marketing Materials can be placed on the Affiliate’s website(s) and/or utilised by the Affiliate via social, print media, etc. 4 All marketing databases shall be cross-checked against all relevant registers which individuals may have registered with to prevent them from receiving marketing communications (such as the ROFUS service) within 24 hours prior to any sending of marketing via email or SMS. 5 All marketing of Bonusses for the Operator's website must include significant terms, which are to be disclosed in a clear and lucid manner within the immediate context of the first mention of the bonus offer on a page. The below examples of terms and conditions are always considered as significant and must be presented in a clear and unambiguous manner. Kindly note that this list is not exhaustive: - the offer only applies to a limited group of consumers. Example: new players only - there is a playthrough requirement, where both the rate and an example must be provided. Example: 10x wagering requirement, i.e. 2.000 kr. - a minimum stake must be gambled to contribute to the fulfilment of the playthrough requirement. Example: bet when playing with a bonus, bets made with free bets and profit boosts do not qualify - there is a deposit requirement. Example: deposit 100 kr. or no deposit required - not all games contribute to the playthrough requirement. Example: only slot machines games contribute to the bonus - there is a time limit to fulfil the conditions attached to the promotion in order to receive a bonus. Example: expiry dates of the bonus or that a playthrough requirement must be fulfilled within a period of 60 days, - a maximum amount of X can be won for funds from the sales promoting arrangement. - there is a maximum stake in the game Example: o stake limit of 50 kr. per bet in the game o winnings can be confiscated if the limit is exceeded - an indication that full Terms and Conditions apply (all conditions connected with the bonus offer must be only one click away and not more. Scrolling on a page is also an action). 6 When promoting the Brand, the Operator's website or a bonus offer, the Affiliate must include the following requirements. The Affiliate is free to use the following, approved legal line: 18+ | StopSpillet.dk | Tlf. 70 22 28 25 | Selvudelukkelse: Rofus.nu | Vilkår gælder. Please adhere to the following legal requirements: - clearly indicate that the gambling activity promoted is targeted and is to be exercised only by persons who are 18+ (at minimum, the wording "18+" must be included to inform on the legal age restriction) - include the logo of the Danish Gambling Authority (DGA), which must be easily visible (however it must not be presented in a way, that indicates that DGA is a co-organizer/sponsor) of the campaign/promotion. The logo is not to be used elsewhere on the Affiliate's website(s) that are not connected with an offer by the Company - present a reference to the DGA's helpline about responsible gambling (StopSpillet.dk) and phone number (+45) 70 22 28 25 - inform about the opportunity to self-exclude with the register of self-excluded players (ROFUS) (Rofus.nu) - all advertisements must clearly state how to make use of an offer. The customer must also be made fully made aware of the significant terms and conditions in connection to the offer, as specified above. - offer must present the chance of winning in a correct and balanced manner - the customer must not have an impression, that the chance of winning is higher than it actually is. 7 The Company has adopted a one-strike policy for any breaches of our Affiliate Terms and Conditions, legislative requirements as well as misrepresentation of the Brand. In case of non-compliant use of our marketing materials or the publication/advertising content in breach of applicable agreements, guidelines, and regulations (e.g. fictitious news presenting false stories of winnings), the Company reserves the right to request the Affiliate to take down any form of use of the approved marketing material or to immediately terminate the relationship with the Affiliate. 8 Useful Links for Affiliates Danish Act on Gambling Executive Order no. 1274 on Online casino Danish Marketing Practices Act Guidelines for operators of betting and online casinos Guidelines on the compulsory disclosure of conditions when marketing a bonus offer The General Data Protection Regulation (GDPR) The Data Protection Act
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