Myriad Play Affiliate Agreement (Sharp Connection LTD)

This Affiliate Agreement (this “Agreement”) contains the complete terms and conditions between Sharp Connection LTD, (“Sharp Connection LTD” or “we” or “us”), and you, regarding your application to participate as an affiliate (an “Affiliate”) of Sharp Connection LTD. As an affiliate your role will be to promote the “myriadplay.com” website operated by Sharp Connection LTD International LTD and/or by AG Communications LTD, as applicable (the “Sites”). By submitting the application form, you are deemed to have agreed to be bound to the terms and conditions set out in this Agreement.

1. Affiliate Program Application. To become an Affiliate you will have to submit a completed Affiliate Program Application. We will evaluate your application and, where applicable, notify you of your acceptance to the Affiliate Program. Before being entitled to start any acquisition campaign for us you should get your account approved and get a written approval from your personal account manager. We may reject your application or terminate this Agreement for breach with immediate effect, if we determine, in our sole discretion, that your marketing methods (including websites, emails, applications, all as indicated in your application) (collectively the “Affiliate Sites”) are not suitable for any reason, including, but not limited to, inclusion of content on your Affiliate Sites that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues (v) any unlawful behavior or conduct; (vi) fake or misleading content, including fake news; or (vii) false claims, testimonials, endorsements or any similar content. In any event, prior to your use of any testimonial and/or endorsements, you shall first obtain our prior written approval. Similarly, we shall reject your application if we determine, in our sole discretion, that your site is designed to appeal to minors. Further, Sharp Connection LTD is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and maintains a zero-tolerance policy in this regard. Therefore, we shall reject your application if we believe, in our sole and absolute discretion, that any of your Affiliate Sites are designed to distribute or promote or allow the distribution or promotion of any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware. You shall have no right to appeal any decision to reject your application. By establishing an account with us, you acknowledge that you may be asked to share certain personal information about you before activating or during your use of the Affiliate Program (e.g. your name, physical address, email address, phone number, financial information, etc.). By accessing and opening an account, you agree and understand that we will use such information as necessary for the performance of this agreement to which you are a party (e.g. to process payments and to evaluate your application). For more details, you should review our https://www.myriadplay.com privacy, which describes how we access, use, store and retain personal information and how we respect individual rights to privacy. 

2. Protection of Minors. In accordance with applicable legislation, persons under the age of 18 are not allowed to register with or play on our Sites. Our Site is not designed to attract children or adolescents, and we take certain measures to block underage persons from registering with the Sites. Therefore, we shall reject your application if we determine, in our sole and absolute discretion, that any of your Affiliate Sites are designed to appeal to minors and, as such, are not suitable for the Affiliate Program. 

3. Links and Promotions. In the event of your acceptance to the Affiliate Program, we will make available to you, banner advertisements, button links, text links and other links as determined by Sharp Connection LTD which shall link to the Sites (the “Links”), which you may display on your Affiliate Sites, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. If during the term of this Agreement you wish to place the Links on websites other than the Affiliate Sites which you have previously reported to Sharp Connection LTD and which Sharp Connection LTD have approved (“Alternative Sites”), you shall be obligated to request and receive Sharp Connection LTD permission for the placement of the Links on Alternative Sites. You may not modify a Link, unless you have received prior written consent from Sharp Connection LTD to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you. You may not advertise the Sites in any way not approved in advance by Sharp Connection LTD including, without limitation, the use of spam e-mails. In addition to your use of Links you may promote the Sites by means of the publication of bonus codes (each a “Promotion”). Your activities in relation to a Promotion shall be strictly in accordance with Sharp Connection LTD relevant guidelines as such shall exist and be amended from time to time. You may not market or promote the Sites and/or use any of the Links and/or Licensed Materials on any website, software, application or portal which (i) in any way which infringes the intellectual property rights of any third party; and/or (ii) provides any unauthorized access to copyrighted content. In the event that you are in breach of the foregoing we may terminate this Agreement immediately and notwithstanding anything to the contrary in this Agreement, we may retain any commission otherwise payable to you under this Agreement and we will no longer be liable to pay such commission to you.
Your offering of a Promotion at any time shall be conditional on your receipt of our prior written approval for the Promotion and in the event that you do not receive our approval in relation to a Promotion, you shall not be permitted to receive any commissions generated on account of a Player (as such term is defined below) who has become such a player in any manner connected with the relevant unapproved Promotion. You shall refrain from marketing the Sites in any way which might compete with our own marketing efforts, unless you have received prior written approval from us in such regard. By way of example, the following activities will be considered to be activities, which if undertaken by you, would compete with our own marketing efforts and are prohibited hereunder: (i) the placement of Links on any Internet sites on which we place advertisements for the Sites; and (ii) the promotion of the Sites by you by way of keyword advertising with Internet search engines. Your breach of the foregoing provisions will constitute a breach of this Agreement, and Sharp Connection LTD retains full authority to (i) terminate this Agreement immediately in the event of such breach (without derogating from any of its rights under any applicable law or agreement, including this Agreement, in this regard), and (ii) retain for its own account any commission arising as a result of such competitive activities that would otherwise have accrued to your benefit. In relation to pay-per-click (PPC) and keyword bidding it is hereby made clear that you may not advertise or purchase or register keywords, search terms, search engine ads or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to any of the Sharp Connection LTD or any of the Group’s (as defined below) trademarks or trade names from time to time or include the words ‘Sharp Connection LTD and ‘Myriad Play’’ or any variations of each of these words, or include metatag keywords on the Affiliate Sites which are identical or similar to any Sharp Connection LTD or any of the Group’s trade marks or trade names from time to time. Your breach of the foregoing provisions will constitute a breach of this Agreement, and Sharp Connection LTD retains full authority to (i) terminate this Agreement immediately in the event of such breach and cancel affiliate commissions (without derogating from any of its rights under any applicable law or agreement, including this Agreement, in this regard), and (ii) retain any commission arising as a result of such activities.

4. Referred Players. A “Player” shall mean an Internet user without a prior account with any of the Sites operated by Sharp Connection LTD who accesses any of the Site directly through the Links, creates a new account and makes a deposit on a Site. Neither you nor your relatives are eligible to become Players and should you or they do so you will not be eligible to receive the relevant commission. For this purpose, the term “relative” shall mean any of the following: spouse, parent, partner, child or sibling. The number of Players per individual household computer is strictly limited to one. Sharp Connection LTD ’s measurements and calculations in relation to the number of Players and the relevant Net Revenue and Gross Revenue figures shall be the sole and authoritative tool for such measurements and calculations and shall not be open to review or appeal. We shall make the number of Players and the relevant Gross Revenue and Net Revenue figures available to you through our Affiliate Program information site. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your Affiliate Sites and the Sites are properly formatted throughout the term of this Agreement. Notwithstanding the foregoing, Players who received a first money transfer into their account from a third party shall not be counted for payments associated with click-per-action trackers or with progressive net revenue share schemes, also commonly referred to as “cashback” or “incentive”.

5. Revenue Share based Commissions.

 
Definitions – for purposes of this Section 5, the following terms have the following meanings:

                    · “Casino Oriented Player”shall mean a Player who first registered to the Site through the Casino tab available on the Site;

                    · “Sports Oriented Player”shall mean a Player who first registered to the Site through the Sports tab available on the Site; and

For the avoidance of doubt, a Player’s orientation for the purpose of determining its remuneration scheme shall be determined by Sharp Connection LTD at its sole discretion based on the section (i.e. Casino or Sport tabs) through which the Player has made his first registration on any of the Site, regardless of the products played by that Player following his registration. Once a Player’s orientation has been determined by Sharp Connection LTD, either as a Sport or Casino Oriented Player, the relevant remuneration scheme shall apply.

The remuneration scheme, such as a share of the Net Revenue generated by the Player from all the Casino or Sports products and services, on an aggregate basis (the “Revenue Share”), Cost-Per-Acquisition (the “CPA”), or a combination of both (the “Hybrid”), shall be discussed with your personal account manager and will be subject for approval by the Sharp Connection LTD management.

Under our CPA remuneration scheme, you will be entitled to receive a certain one-off CPA commission (as shall be separately agreed between us) for any new Player you direct to any of the Sites, provided always that such Player meets our “CPA Criteria”, the principles of which are set out below.

CPA Criteria – unless otherwise agreed between the parties in writing, a Player will be considered as meeting the CPA Criteria, only if such Player: (i) has deposited a certain minimum amount of deposits to its player account (the “CPA Minimum Deposit”); and (ii) for Sport Oriented Players, if such Player has made the CPA Minimum Deposit set out in section (i) above, and provided further that such Player has placed on the Sites a certain minimum sum of settled bets with odds of 1 or above (the “Minimum Settled Bets”). Note that CPA deal must require a certain specific baseline (deposit threshold) to get qualified. On top of the baseline, a first time depositor must at least bet a total amount of 8€ in order for the affiliate to get a qualified CPA commission.

Example : A first time depositor, deposits an amount equal or bigger than the base line required (minimum deposit treshold) but doesn’t place at least 8€ of total bet amount and cashout, the CPA will not be triggered.

Note that as a matter of fairness: Baseline and Minimum bet requirements are accumulative, meaning that baseline can be hit with several deposits for the affiliate to trigger the CPA commission. Same for the minimum bet requirement.

· Notwithstanding the foregoing, you will not be able to generate any Sport Oriented Players in the United Kingdom, in respect of any Player who registers or provides the CPA Minimum Deposit during either the Grand National or Cheltenham Festival horseracing events (and for the avoidance of doubt we will not pay you any commission with respect to such Players), unless otherwise agreed by us in writing in your commission plan. Further, without limiting the generality of any other term of this Agreement, we reserve the right (i) to change the CPA Minimum Deposit in your commission plan in our discretion during such events; and (ii) to direct you in writing to cease any or all marketing efforts in the United Kingdom during such events, and you shall immediately cease marketing to persons in the United Kingdom for the duration of such events, and we shall not be liable to pay you any commission which would have otherwise been payable to you under this Agreement in respect of the United Kingdom.

· Any Affiliates under CPA- or Hybrid- deals shall be subject to a probationary cap of 25 Players, if not otherwise specified by us (the “Probationary Cap“). Once you reach the Probationary Cap in terms of Players generated by you, you shall pause the traffic you are directing to the Site until final validation of the deal by us (“Final Approval“). Please note that if the Probationary Cap is crossed without our Final Approval, we will not pay you any commission with respect to the Players exceeding such Probationary Cap.

· Following Final Approval, all CPA- or Hybrid- deals shall be further subject to a daily cap of 10 Players, if not otherwise agreed by us in writing (the “Daily Cap“). Please note that if the Daily Cap is crossed without our written approval in a given day, we will not pay you any commission with respect to the Players exceeding such Daily Cap in the same day.

The CPA Minimum Deposit and Minimum Settled Bets figures, as well as the CPA commission amount, shall be agreed between the parties in writing as part of the application process, and are subject to change by us at any time and from time to time by providing notice to you.

6. For these purposes, “Net Revenue” shall mean, as applicable: (1) the monthly sum total of all Players’ purchases of bets, less the winnings of Players from both the Casino and Sports products, plus (2) the total bingo bets multiplied by the Rake (defined below) of the specific bingo room (with (1) and (2) together being the “Gross Revenue“), less any further credits, bonus or promotional amounts given to Players, less any chargeback (including amounts paid as a result of credit card abuse or fraud, or paid to a Player by Sharp Connection LTD to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible revenue attributable to a Player less gaming tax as percentage. Following are the tax deduction for Casino: UK 25% GGR, Ireland 23% GGR, South Africa 15% GGR, other countries under MGA 2% GGR. In regards to Sport activity tax: UK 16% GGR, Ireland 3% turnover, South Africa 15% GGR, other countries under MGA 1.5% GGR and less fixed administration fee equal to 22%, which was accumulated prior to applying such deduction.

“Rake” shall mean the fee charged by us to Players to participate in a particular bingo game.

It is hereby clarified and agreed that applicable local gaming taxes shall be calculated as per the respective Gross Revenue share of each party while the Affiliate share of such tax shall be borne by the Affiliate and deducted from its part of the Gross Revenue at the rate in force on the date payment is due. All commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each month. Invoices received by us are rotated in a payment cycle which commences on the 1st of every month, and will be finalized by the 20th. Invoices must be received to us by the 10th of every month; failure to follow this procedure will result in the said invoice being settled in the next payment cycle. Payments of commissions shall be made directly to you as per your preferred payment method elected by you as part of your application process. In the event that you provide Sharp Connection LTD. with incorrect or incomplete details in relation to your preferred payment method and Sharp Connection LTD is not able to transfer the commissions to you, Sharp Connection LTD reserves the right to subtract from the commissions due to you an amount of money to reflect the required investigation and additional work created by your having provided incorrect or incomplete details. Sharp Connection LTD shall be entitled to set-off from the amount of commission to be paid to you any associated costs related to the transfer of such commission. In the event that the commission to be paid to you in any calendar month is less than €200 for SEPA bank account or €1000 for swift payment, Switzerland and Isle of Man (the “Minimum Amount”), Sharp Connection LTD shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount. Sharp Connection LTD retains the right to review all commissions for possible fraud, where such fraud may be on the part of the Player or on your part. Any incidence of fraud on your part constitutes a breach of this Agreement, and Sharp Connection LTD retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that Sharp Connection LTD deems that fraud has occurred, either on your part or on the part of a Player, you shall not be entitled to receive any commissions which have accrued to your benefit at such time whether such commissions were generated through fraud or otherwise.

For the purpose of this Agreement and by way of example only the term “Fraud” shall include, but shall not be limited to: (a) the encouragement by you or a third party of bonus abuse on the part of any Player; (b) a chargeback executed by a Player in relation to their initial deposit; (c) collusion on the part of the player with any other player on the Sites; (d) the opening of an account in breach of the terms of this Agreement; (e) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise), to potential or existing Players; (f) creating or using a single Link intended to be used by a single player; (g) any other act by you or by a potential Player or by a Player which is reasonably understood to have been committed in bad faith against us and/or any company in our Group (as defined below) regardless of whether or not such action has resulted in any type of harm or damage; (h) an artificial simulation of an installation; (i) the encouragement by you or a third party of simulated installation processes; (j) transfer of the installation process to a third party without previously consulting, notifying and receiving our prior written approval; (h) traffic detected by our partner and platform provider Aspire Global and its Risk Department.

In the event that the commission for any calendar month results in a negative amount, such negative amount shall be applied to the commission calculation, and set-off against future positive commission amounts, in the next calendar months, until the negative balance has been fully extinguished. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving commissions and Sharp Connection LTD shall not be held liable for your delayed receipt of commissions or money transfer to the details provided in your account due to your provision of inaccurate details. We reserve the right to modify these Terms and Conditions and, thus, to amend this agreement between us at any time. Whenever such amendment shall limit your current rights or otherwise may be to your detriment, we will notify you prior to such changes coming into effect. If you do not agree to the updated Terms & Conditions you must stop using the website. The full Terms and Conditions text shall be available for you to review in the respective homepage of the Websites.

7. We reserve the right, in our sole discretion, to require you to immediately cease any or all marketing efforts in any jurisdiction and you shall immediately cease marketing to persons in such jurisdiction. We will not be liable to pay you any commissions which would have otherwise been payable to you under this Agreement in respect of such jurisdiction including without limitation any further commission with regards to Player located and/or generated in such jurisdiction.

8. Contact with Players. All Players shall be considered to be customers of Sharp Connection LTD only. Should you wish to contact a Player you are obligated to first receive Sharp Connection LTD written approval for such contact and without such approval you are expressly forbidden from making contact and corresponding with any Players. If in the opinion of Sharp Connection LTD you either try to or do make contact with a Player without Sharp Connection LTD ’s written approval, Sharp Connection LTD shall be entitled to immediately terminate this Agreement and to indefinitely withhold all commissions owing to you at such time, without derogating from any other rights and remedies Sharp Connection LTD has in that regard. Further, if following your receipt of Sharp Connection LTD ’s written approval for your contacting or corresponding with a Player, Sharp Connection LTD deems that such contact or correspondence is against the best interests of Sharp Connection LTD , Sharp Connection LTD shall have the right to revoke the approval previously granted, to terminate this Agreement and/or to indefinitely withhold all commissions owing to you at such time.

9. Intellectual Property. In the event of your acceptance to the Affiliate Program, we shall grant you a non-assignable and non-transferable, non-exclusive, revocable license to place the Links on your Affiliate Sites during the term of this Agreement, and solely in connection with the Links, to use our logos, trade names, trademarks, service marks and similar identifying material (collectively, “Licensed Materials”), solely for the purpose of promoting the Sites. You may not sub-license, assign or otherwise transfer the license. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may not use any Licensed Materials for purposes other than promoting the Sites, without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Sharp Connection LTD or anyone else negatively. We reserve all of our intellectual property rights in the Licensed Materials. We may revoke your license to use the Licensed Materials at any time by written notice to you, whereupon you shall immediately destroy or deliver up to us all such Licensed Materials that are in your possession. You acknowledge that, except for the license granted to you in this section, you have not acquired and will not acquire any right, interest or title to the Links and/or the Licensed Materials by reason of this Agreement or your activities hereunder. You further acknowledge and agree that Sharp Connection LTD and/or its licensors shall at all times remain the sole owner(s) of all copyrights, trade marks and all other rights subsisting in and to the Licensed Materials and you further agree (during your relationship with Sharp Connection LTD and at any time thereafter) not, in any way, to question or dispute the same, nor to assist any other person to dispute or question such rights. The aforementioned license shall automatically terminate upon the termination of this Agreement (if not earlier terminated by Sharp Connection LTD).

10. Privacy and Data Protection. For the purpose of this section: ”Personal Data” means any data that can or may be used whether alone or in combination with other information in order to identify a single person. ”Data Protection Legislation” means all data protection and privacy laws applicable to the processing of Personal Data, including after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”).

10.1.You shall ensure that all individuals (including potential Players) who you engage or communicate with through the Affiliates Sites (“End Users”) have been informed of, and if required by Data Protection Legislation, have given their prior consent to any collecting or processing of their information (including any Personal Data), in connection with this Agreement.

10.2.You shall not in any manner infringe an End User’s privacy rights and shall not collect, transmit, disclose, copy or use End User’s Personal Data without having obtained the End User’s specific, informed and unambiguous consent.

10.3. You will post in each of the Affiliates Sites a prominent privacy policy (“Privacy Policy”) which includes a clear and accurate description of the information that is collected and how you collect, use and share this information, stating the exact purposes and the type of recipients of any such collected information.

10.4. You shall handle all Personal Data collected from End Users strictly in accordance with applicable Data Protection Legislation.

10.5. You shall take adequate technological and any other necessary security measures in order to safeguard End Users’ Personal Data which is collected or processed by you.

10.6. You shall provide reasonable cooperation and assistance to Sharp Connection LTD in relation to your processing of Personal Data in order to allow Sharp Connection LTD to comply with its obligations under Data Protection Legislation and upon reasonable and written notice, allow your data processing procedures and documentation to be inspected by Sharp Connection LTD in order to ascertain compliance with this Section 9.

10.7. You shall at all times allow End Users to exercise their rights under the Data Protection Legislation (e.g. the right of access, right to rectification, restriction of processing, erasure, etc.). 

11. DIRECT MARKETING

To the extent that Affiliate carries out direct marketing activities (including, without limitation, email campaigns or test-message campaigns; collectively “Direct Marketing”), which promote services or products offered by Sharp Connection LTD and/or Affiliate and/or other third parties (“Communications“), then Affiliate shall:

11.1.Comply with any and all Data Protection Legislation that apply to such activity, including without limitation the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR) and the e-Privacy Directive;

11.2.Ensure that is has provided the data subjects with any notice necessary as required under Data Protection Laws, prior to delivering any Communications;

11.3.Ensure that is has obtained and sufficiently recorded the data subjects’ affirmative consent (including recording of the user ID, timestamp, relevant domain and source, and other relevant data as necessary) prior to delivering any Communications;

11.4.Upon Sharp Connection LTD ’s request, provide Sharp Connection LTD with any and all records relating the data subjects’ affirmative consent and notices provided to the data subjects;

11.5.Ensure that any and all Communications include a clear and conspicuous notice of the opportunity to opt-out of receiving future Communications, in an easy manner;

11.6.Record and comply with any request to opt-out or unsubscribe from receiving Communications, as soon as technically feasible, and in any event within no later than twenty four (24) hours as of the receipt of such request;

11.7.Ensure that the recipient of a Communications shall not be required to pay a fee or provide any other information for the purpose of opting-out of receiving Communications;

11.8.Ensure that Communications are not delivered to any data subject that were indicated, either by Sharp Connection LTD or otherwise, to be excluded from the receipt of Communications, as directed by Sharp Connection LTD , from time to time.

In the event Sharp Connection LTD receives a complaint regarding the Communications, Affiliate hereby agrees that Sharp Connection LTD may provide to the party making the complaint any details required for the complaining party to contact the Affiliate directly in order for Affiliate to resolve the complaint. The details which Sharp Connection LTD may provide to the party making the complaint, include Affiliate’s name, email address, bricks and mortar address and telephone number.

12. Obligations Regarding Your Affiliate Sites. You will be solely responsible for the technical operation of your site and the accuracy and appropriateness of materials posted thereon. You agree that your site will not, in any way, copy or resemble the look and feel of the Sites (or any part thereof) nor will you create the impression that your Affiliate Sites are the Sites. You also agree that your Affiliate Sites will not contain any content of the Sites or any materials which are proprietary to Sharp Connection LTD , except (i) with our prior permission, or (ii) materials obtained by you via the Affiliate Program information site in accordance with the provisions hereof or the policies or instructions therein. You will not use any unsolicited or spam e-mail to promote the Affiliate Sites and/or the Sites and will ensure that your Affiliate Sites and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats. If your Affiliate Sites or any related marketing materials or communications are found to contain any spyware, adware or other unwanted threats, we reserve the right to terminate this Agreement and your participation in the Affiliate Program immediately, without derogating from any rights or remedies we have in that regard. You will indemnify and hold harmless Sharp Connection LTD and any other member in the corporate group to which Sharp Connection LTD belongs (collectively the “Group”) from all claims, damages, and expenses (including, without limitation, attorney’s fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Affiliate Sites or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Affiliate shall reflect on the Group and has the potential to cause substantial damage to the Group’s reputation and goodwill and that you shall at all times consider the goodwill and reputation of the Group and the Group’s names and brands. Thus, and without derogating from the foregoing, you will not take any action which is likely to cause damage to the Group’s reputation and goodwill. 

You shall ensure that the Affiliate Sites and any related marketing materials or communications comply with all applicable laws, do not contain any malware (including spyware, adware or other unwanted software) and do not, directly or indirectly, infringe any intellectual property rights or other rights of any third party. Without limiting the foregoing, you hereby acknowledge that Sharp Connection LTD and/or one or more companies in its corporate group is licensed by the Gambling Commission of Great Britain, and offers its services to residents of Great Britain under such licence (the “Operator“). By virtue of being licensed by the Gambling Commission, the Operator is subject to the Gambling Commission’s Licence Conditions and Codes of Practice (the “LCCP“) as well as other legal requirements that apply to the manner in which it is permitted to operate, market and advertise its services. You agree to conduct yourself as if you were bound by the terms of the LCCP and the same codes of practice as the Operator, in so far as you carry out activities on its behalf which relate to the activities licensed by the Gambling Commission of Great Britain.

You shall provide such information to us (and co-operate with all requests and investigations) as we may reasonably require from time to time in order to satisfy any information reporting, disclosure and other related obligations to any regulator (including the Gambling Commission of Great Britain), and you shall co-operate with all such regulators directly or through us, as we may require.

At all times during the term of this Agreement, and in particular when you are marketing the Sites to customers in Great Britain, you shall comply with the following (as amended) (i) the ‘UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing’; (ii) the ‘Gambling Industry Code for Socially Responsible Advertising’; (iii) the CAP and BCAP ‘Guidance on the rules for gambling advertisements’; (iv) the Consumer Rights Act 2015; (v) the Consumer Protection From Unfair Trading Regulations 2008; and (vi) all other applicable laws.

Without limiting the foregoing, in marketing the Sites, you agree to: (i) ensure that any advertisement, incentive or reward scheme under which an internet user is offered money, goods or any other advantage, clearly sets out all significant terms, conditions, limitations and qualifications subject to which the benefit is being offered. These must be displayed on the advert itself, or (if significant time or space restrictions preclude such presentation, e.g. on a banner ad), the applicable terms, conditions, qualifications and limitations must be immediately and prominently visible one click away from the relevant advert above the fold; (ii) seek our guidance if you are unsure as to whether your advertising of a Site is in compliance with this clause (any failure or delay in responding to you shall in no event constitute our consent); (iii) only use the Links and Licensed Materials provided to you directly by us that are available via our Site; and (iv) only use the Links and Licensed Materials to link to the Sites and to not link directly to registration or download pages.

13. Without limiting any other remedy we may have hereunder or under applicable law, in the event that you breach clause ‎12, in any way and at any time we may: (i) terminate this Agreement immediately; and (ii) retain any commissions otherwise payable to you under this Agreement and will no longer be liable to pay such commissions to you.

14. The term of this Agreement will begin upon your acceptance to the Affiliate Program and will end when terminated by either you or Sharp Connection LTD . At any time, we may immediately terminate this Agreement, in case of non respect GDPR rules, non respect of marketing rules,  non respect of compliance guidelines, fraud affiliate, use of fake news, by giving the other written notice of termination, where such notice may be served via fax or e-mail. We reserve the right to withhold your final payment by 90 days maximum to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by any member of the Group and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Affiliate Program. Following the termination of this Agreement and our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further payments of commissions to you.

15. Limitation of Liability. We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

16. We make no express or implied warranties or representations with respect to the Affiliate Program or any products or other items sold through the Affiliate Program (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Sites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.

17. Your Representations and Warranties. You hereby represent and warrant to us the following: (i) you have accepted the terms and conditions of this Agreement in full, which creates legal, valid and binding obligations on you, enforceable against you in accordance with the terms hereof, (ii) such acceptance and the performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject, (iii) you will inquire and comply in full with any applicable legislation with respect to any activities performed by you as an Affiliate hereunder and you undertake not to engage in any unlawful business practices in any jurisdiction in respect of the Affiliate Sites and/or the Sites, and (iv) you are an adult of at least 18 years of age. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law, including your compliance with the Hashing Guidelines and any applicable regulations thereof.

18. You hereby agree to indemnify, defend and hold harmless Sharp Connection LTD and any member of the Group, and their respective shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys’ fees and costs) of any nature whatsoever incurred or suffered by us (collectively the “Losses”), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by you (including or any representation or warranty made by you herein), or (ii) any claim related to your Affiliate Sites (including, without limitation, claims made by potential Players, Players, a third party and/or any governmental authority or body).

19. We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (the “Confidential Information”). Confidential Information shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.

20. Entire Agreement. The provisions contained in this Agreement constitute the entire agreement between us and you with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by us (and/or any member of the Group) which is not contained in this Agreement shall be valid or binding between us and you.

21. Relationship of Parties. You and Sharp Connection LTD are independent contractors, and nothing in this Agreement will create any, joint venture, agency, franchise, sales representative, or employment relationship between you and Sharp Connection LTD (and/or any other member of the Group).

22. Independent Evaluation. Without derogating from anything contained herein, you acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors, and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

23. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. Posting on our Affiliate Program information site a change of terms and informing our affiliates by email is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our Site will constitute binding acceptance of the change. For the avoidance of doubt, any modification to this Agreement shall not affect commissions accrued to your benefit prior thereto. Even if an email will be sent about the changes, we advise you to frequently visit the Affiliate Program information site and review the terms and conditions of this Agreement, as may be modified.

24. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with Maltese law and shall be subject to the exclusive jurisdiction of the Courts of Malta. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

25. Language Discrepancies. In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.

26. The Master Affiliate deal starts on the day the sub affiliate brings their first depositing player. A Master Affiliate is an Affiliate who has recruited other sites to partner with our Site and the more sites a Master Affiliate recruits, the more the Master Affiliate can earn each month. A Master Affiliate will earn 3% of each of his/her sub-affiliates total earnings per month.

27. Any abuse of the master affiliate scheme such as same entity or related business entities to be sub affiliate and master affiliate of each other will results on the cancellation of the affiliate commissions for all the accounts involved and immediate termination of the partnership.