AFFILIATES TERMS & CONDITIONS FOR DOUBLEUP PARTNERS

Version 1.1 | Last updated 6th of November 2023

1. General

1. TThe following is the complete Terms and Conditions to apply as a member of Our affiliate program (“DoubleUp Partners Program”). Please read this agreement carefully in its entirety. These Terms and Conditions are a legal agreement between R&B Innovations N.V., a company registered and established under the laws of Curaçao, with registration number 156744, having its registered address at Heelsumstraat 51, E-Commerce Park, Willemstad, Curaçao (“Company”, "We", "Us", "Our", interchangeably) and you (“You” or “Affiliate”) which regulates the relationship between You and Us. By registering for the DoubleUp Partners Program, and/or by accessing and utilising any of Our marketing tools or accepting any reward, bonus or commission, whether contained in the Affiliate Agreement or elsewhere as a part of our DoubleUp Partners Program, You represent that: You have read, understood and agreed to be bound to the Terms and Conditions set out in this Affiliate Agreement; and You are at least 18 years of age (or such other higher minimum legal age in Your country). By completing the Affiliate Application to the DoubleUp Partners Program and clicking the corresponding tick box upon registration, You hereby agree to participate in the DoubleUp Partners Affiliate Program and abide by all the Terms and Conditions set out in this Agreement. The outlined DoubleUp Partners Commission Structure in Clause 16 of this Agreement shall be deemed to form an integral part thereof. We reserve the right to amend, alter, delete or extend any provisions of this Agreement, at any time and at Our sole and absolute discretion, without giving You any advance notice. However, You will be notified of any such changes by email or Skype. Changes shall take effect as of the date on which they are published on this website (http://doubleup.partners/), unless otherwise stated in any relevant notice. You will be prompted to accept any changes upon logging into Your account. It is Your duty and obligation to ensure that You keep Your contact and other information updated and to inform Us of any changes at affiliates@doubleup.partners. You shall be obliged to continuously comply with the terms of this Agreement, the General Terms and Conditions and the terms of the Privacy Notice found on the Company Website(s) (as hereinafter defined) as well as with any other rules and/or guidelines brought forward from time to time. In the case of a conflict between this Agreement and the General Terms and Conditions, this Agreement shall prevail. In the event You do not wish to commence, or otherwise wish to terminate this Agreement, You are requested to email the Our Team at affiliates@doubleup.partners to terminate Your membership to the DoubleUp Partners Program. 2. DEFINITIONS “Affiliate” means you, the natural person or entity, who applies to participate in the DoubleUp Partners Program. “Affiliate Account” means Your approved personal account that is created for You as an Affiliate, and which is accessible by logging in on http://doubleup.partners/ using Your username and password. “Affiliate Agreement” or “Agreement” means and includes (i) all the Affiliates Terms and Conditions set out hereunder, as amended from time to time; and (ii) any appendixes to these Affiliates Terms and Conditions; and (iii) any separate supplementary agreements You and Us may enter into, including any insertion orders; and (iv) the Affiliates Privacy Notice; and (v) any further agreements, notices, understandings, or rules, or guidelines which may be applicable to You from time-to-time at Our discretion; and (vi) the Affiliate Application Form. “Affiliate Application Form” means the application by virtue of which You apply to participate in the DoubleUp Partners Program. “Affiliate Services” means the Affiliate’s promotion of the Company Websites, either through the creation of the Links from the Affiliate Website(s) to the Company Website(s) and/or through any other channel agreed in writing between the Company and the Affiliate. “Affiliate Website(s)” means any traffic source including but not limited to websites, video streaming services and advertising networks maintained, operated or otherwise controlled by You, as well as any other traffic source that You use to display DoubleUp Marketing Materials and/or the Links in a lawful manner and in accordance with the Agreement. "Commission" means, either: (i) in case of CPA (Cost per Acquisition) commission model, a fixed one-off fee agreed in writing between You and Us; or (ii) the percentage of the Net Revenue due to You by Us calculated on the basis of the DoubleUp Partners Commission Structure. “Company" means R&B Innovations N.V., a company registered and established under the laws of Curaçao, with registration number 156744, having its registered address at Heelsumstraat 51, E-Commerce Park, Willemstad, Curaçao. 
“Company’s Group” means the Company, its parent and subsidiary entities and parents and subsidiaries of such entities. “Company Website(s)” means any online gaming website/s operated and/or managed by the Company or by any entity which is part of the Company’s Group, as may be communicated to You from time to time. “Confidential Information” means any information of commercial or essential value either for You or for Us including but not limited to, in relation to DoubleUp, any information relating to any person or entity forming part of the the Company’s Group such as, but without limitation, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Players, other players and users of the Company Websites, technology, marketing plans and manners of operation and any other information regardless of the manner in which it is furnished, given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive. “Data Protection Legislation” means all applicable data protection, privacy and electronic marketing legislation, including, but not limited to, the General Data Protection Regulations (EU 2016/679) and any related national legislation, as well as any rules or regulations issued by a competent authority at any time. “DoubleUp Marketing Material” means the banners, text and/or other online or offline promotional materials, media and/or any associated intellectual property rights thereto which is either provided to You by Us or is created by You in accordance with Our marketing guidelines in each market/territory as communicated by Us from time to time. "DoubleUp Partners Commission Structure" means the DoubleUp Partners Commission Structure contained under Clause 16 below, or any specific Commission expressly agreed to in writing between You and Us. “DoubleUp Partners Program” means the collaboration between You and the Company, whereby You will provide the Affiliate Services to Us with the aim to promote the Company Websites, and thereby You will be paid a Commission as defined under this Agreement depending on the traffic generated to the Company Website(s) and subject to the Terms and Conditions of this Agreement. “General Terms and Conditions” means the General Terms and Conditions, the General Bonus Terms and Conditions, the Privacy Policy, the Game Rules and any other rules, explanations, terms and conditions relating to games, promotions, bonuses and special offers provided in separate links which can be found on the Company Website(s). “Intellectual Property Rights” means any 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, whether registered or unregistered and/or any other rights, titles and/or interest in the nature of the aforesaid. "Links" means Internet hyperlinks from the Affiliate Website(s) to the Company Websites. "Net Revenue" means all wagers made by New Players less: winnings; bonuses; administration fees and gaming taxes; charge-backs and returned stakes; “New Player” means a new first time player who: has created a new User Account on any of the Company Websites, registering directly after having been referred from the Affiliate Website(s) to the Company Websites; and has made a first deposit in the aforementioned User Account on any of the Company Websites, amounting to at least the applicable minimum deposit, in accordance with the applicable General Terms and Conditions, but excluding the Affiliate, its employees, relatives, members of their household, and/or friends, and any person who shall not register a User Account on any of the Company Websites pursuant to the General Terms and Conditions. “Parties” means the Company and the Affiliate (each to be referred to individually as “Party”). “Referred Affiliate” means any natural person and/or entity that You refer to the Company and who can be linked to Your unique Affiliate Account/identity, so that such person or entity becomes an affiliate of the Company. “User Account” means a gaming account held by a player on any of the Company Websites. 3. THE PURPOSE OF THE AGREEMENT The Company is licensed by the government of Curaçao to, inter alia, assume responsibility for the advertising, marketing and promotional aspects of the online gaming business carried out on Company Websites and, as part of such function, the Company is operating the DoubleUp Partners Program. You maintain and operate one or more Affiliate Website(s) on the internet, and/or refers potential New Players to the Company Websites through other channels and traffic sources. This Agreement is entered into by and between, and is binding upon, You and the Company. This Agreement sets out the general terms and conditions which are related to the promotion of the Company Websites by You, whereby You will be paid a Commission as defined in this Agreement, depending on the traffic sent to the Company Website(s) and as subject to the terms and conditions of this Agreement. By completing the Affiliate Application Form, and selecting/clicking “I Accept” and “Submit” on the Affiliate Application Form, You accept and agree to abide by all the terms and conditions of this Agreement, including any marketing guidelines in any applicable market/territory as may be issued by the Company from time to time. This Agreement shall be binding on You as soon as You submit the Affiliate Application Form, but it shall not be binding or enter into effect in relation to the Company until the Company approves the aforementioned Affiliate Application Form in writing. 4. ADMISSION TO THE DOUBLEUP PARTNERS PROGRAM In order to open an Affiliate Account, You shall submit an Affiliate Application Form, containing Your personal details, including but not limited to: (i) Your first and last name or company name; (ii) Your date of birth (for individuals); (iii) information about Your Affiliate Website(s) and (iv) any other information requested by the Company in order to complete the application review. When You submit an Affiliate Application Form, You are solely and exclusively responsible to ensure that any and all information included in Your application is correct, true and kept up to date at all times. You accept that the Affiliate Application Form shall form an integral part of this Agreement. You shall not open an Affiliate Account and/or submit an Affiliate Application Form for admission into the DoubleUp Partners Program on behalf of third parties, or attempt to transfer Your own Affiliate Account to any third party without Our prior written authorisation. You may submit an Affiliate Application Form only if You are 18 years of age or over (or such other higher minimum legal age in Your country), and provided that it is legal for You to do so according to the applicable laws in Your country. You shall be subject to due diligence completion, PEP/sanctions checks and any KYC checks which may also be conducted and requested by Us. After evaluating Your Affiliate Application Form, We will notify You in writing (via email or other instant messaging tool available to both Parties) as to whether or not You have been admitted to the DoubleUp Partners Program. We adopt a risk-based approach in the consideration of Affiliate Application Forms, in accordance with applicable laws and regulations. We reserve the right to refuse any request at Our sole and absolute discretion. You hereby acknowledge that Our decision is final and not subject to any right of appeal. You agree to submit any and all documentation and information requested by Us to verify the information submitted in the Affiliate Application Form, including Your identity and any other relevant information. The documentation which We may request shall include, without limitation: documentation attesting to Your identity, recent proof of address and bank statements. You understand and accept that the Company will require such documentation to be updated with more recent records from time to time. Therefore, You undertake to inform Us of any and all changes to the information submitted in the Affiliate Application Form, and to provide Us with updated documentation throughout the duration of the DoubleUp Partners Program. At Our sole and absolute discretion and at any time following submission of the Affiliate Application Form and throughout the duration of the DoubleUp Partners Program, We reserve the right to conduct further checks in addition to the verification checks referred to in clause 4.5 above. In particular, together with the submission of the Affiliate Application Form and by no means later than thirty (30) days from submission of the same, You shall provide Us with additional documents and information, including but not limited to: in the case of an individual, a copy of a valid identification document, such as an identity card, a passport or a driving licence, together with proof of address (such as a recent bank statement or utility bill, not older than three (3) months); or in the case of a legal entity, a copy of the certificate of incorporation, the memorandum and articles of association and a certificate of good standing not older than six (6) months, together with identification documents and proof of address of individuals holding the position of directors, ultimate beneficial owners and shareholders holding twenty-five per cent or more of the legal entity’s shareholding. From time to time, We may at Our sole and absolute discretion request You to provide Us with additional documentation and information as We may deem necessary. Until all the aforementioned documents and information have been provided to the satisfaction of the Company, We reserve the right to: withhold the payment of any Commission due to the Affiliate; and not recognise New Players, and withhold any compensation which may otherwise be due to the Affiliate as a result thereof; and temporarily suspend the Affiliate Account. Once confirmed by the Company in accordance with this clause 4, Your Affiliate Account will be open, and You will be granted the non-exclusive, limited and unassignable right to provide the Affiliate Services to the Company in the relevant market/territory, in accordance with this Agreement. You understand and acknowledge that We may and shall procure Affiliate Services from other third parties performing services of the same or similar nature to those provided by You pursuant to this Agreement. Unless in accordance with this Agreement, You shall have no further claim towards Us nor any person or entity forming part of the Company’s Group for the payments of Commission, fees or any other compensation for Your activities. In the event that the Company discovers, or reasonably believes, that You have opened more than one Affiliate Account, in addition to any other rights that the Company may have against You, the Company reserves the right to suspend any duplicate Affiliate Accounts without any notice until all the details and balances belonging to You are consolidated, in which case all other Affiliate Accounts will be terminated leaving a single active Affiliate Account for You to use. 5. OUR RIGHT TO REFUSE OR CLOSE NEW PLAYERS’ USER ACCOUNTS AND DOUBLEUP PARTNERS PROGRAM APPLICANTS We reserve the right to reject any application for the DoubleUp Partners Program, and/or to suspend or close any Affiliate Account if, in Our sole and final opinion, such action is necessary to comply with Our internal policies and/or applicable laws and regulations and/or to protect Our interests. If You are in breach of this Agreement, We may, besides suspending and/or closing Your Affiliate Account, take any other steps in accordance with this Agreement and/or at law to protect Our interests. We reserve the right, at Our sole and absolute discretion, to refuse to recognise any New Player or to suspend or close a New Player's User Account if, in Our sole and final opinion, such action is deemed to be necessary to comply with Our licences, internal policies and/or General Terms and Conditions and/or applicable laws and regulations and/or to protect Our interests. 6. YOUR RESPONSIBILITIES AND OBLIGATIONS You hereby represent, warrant and undertake that: You have, and will retain throughout the entire duration of this Agreement, title and authority to enter into this Agreement, and to grant the rights and perform all Your obligations under this Agreement; the execution and performance of this Agreement shall not violate any agreement to which You are bound, any applicable governmental law or regulation to which You are subject, or any intellectual property or other third party right; (in case of a natural person) You are at least 18 years of age, and You are of legal age in the applicable jurisdiction in order to enter into a binding contract; You fully understand and accept the terms of the Agreement; You have provided Us with complete, valid and truthful information, and You shall update and inform Us of any and all changes to such information; You or any of Your shareholders, beneficial owners, officers, directors, employees, agents, distributors, sales representatives and consultants, and any other person acting for You or on Your behalf is, or at any time during the past five (5) years was, a person, identified on any specially designated nationals list or any other comparable list of persons subject to trade restrictions and/or sanctions imposed or administered by any governmental body in any jurisdiction; You have obtained and shall maintain in force throughout the term of this Agreement all necessary registrations, authorisations, consents and licenses necessary to fulfil Your obligations under this Agreement; You shall comply with all provisions of this Agreement, as well as all applicable laws and regulations in force from time to time, in the performance of Your obligations under this Agreement and the provision of the Affiliate Services, including, but not limited to any rules issued by the relevant competent gaming authorities and any other rules, directives, guidelines, instructions communicated by either of the competent authorities or the Company, as well as with all Data Protection Legislation; Your use of content, copy, or advertising when promoting the Company Website(s) shall not infringe the rights of a third party or violate any applicable law; You shall, at all times, abide by all the relevant advertising and/or marketing rules, legislation and guidelines issued by the competent authority/ies of the country in which You intend to advertise, market and promote the Company Websites, as well as the countries in which the Company’s Websites are licensed to operate; You are in possession of all appropriate consents or otherwise has a solid legal basis to process personal data in terms of the Data Protection Legislation, and to conduct Your activities pursuant to this Agreement, specifically to generate traffic and refer New Players to the Company Websites; You are not involved in, and You do not intend to be involved in, any act or traffic that constitutes or can reasonably be expected to constitute fraud or illegal activity, including, without limitation, money laundering and/or financing of terrorism activities; You shall comply with the ASAI Marketing Rules, section 10 with regards to any affiliate marketing rules within the Irish market; You understand that Your role as an Affiliate shall be specifically limited to the advertisement, marketing and promotion of the Company Websites within any applicable market/territory, subject to the terms and conditions set out in this Agreement. You shall use Your best efforts, professional skills and expertise to actively and effectively advertise, market and promote the Company Websites to potential New Players as widely as possible (but always in accordance with this Agreement and any applicable law), by providing Links and disseminating DoubleUp Marketing Material on the Affiliate Websites, or via other marketing channels as may be approved in writing by Us, in a manner which reflects industry affiliate best practice, in order to maximize the benefit to the Parties whilst abiding by the Agreement; prior to sending any direct marketing communications to individuals (including but not limited to email, SMS and/or push notifications) which (i) include any of Intellectual Property Rights of the Company and/or of any person or entity forming part of the Company’s Group and/or DoubleUp Marketing Materials; or (ii) otherwise intend to promote the Company and/or the Company Websites, You must first obtain permission from Us. If such permission is granted byUs, You must then ensure You have obtained each and every recipient’s explicit consent to receive marketing communications, and that such individuals have not opted out of receiving such communication. You must also make it clear to the recipient, so that no confusion is caused (in regard to the sender of such communication) that all marketing communications are sent by You and not byUs. For the avoidance of doubt, should You wish to engage any third parties in connection with the provision of such direct marketing communications, You shall be responsible for ensuring such third parties comply with the requirements of this clause; subject to the immediately preceding clause, the use of direct marketing shall include and/or display any relevant details as required by the applicable competent authorities, particularly key promotion terms and conditions as required, together with any responsible gambling requirements (for example, ’18+’ icon, and a link to gambling charity websites). Further, all such e-mails or SMS messages shall contain Your full name and address – and shall never purport to have been sent by the Company (in its capacity as data controller under the GDPR). All e-mail messages shall contain a fully operational ’Unsubscribe’ link. All SMS messages shall contain a fully operations ’STOP’ or ’Unsubscribe’ option. You expressly warrant and undertake that You shall maintain a fully updated register of all “unsubscribe” and “STOP” requests and corresponding e-mail addresses and mobile phone numbers, and the Company shall be entitled to receive a copy of such register immediately upon request. You further warrant and undertake that any such direct marketing shall only be done where the customers have validly given their consent to receive such as required under the Data Protection Legislation; You shall not send any material via direct marketing means to customers whom You know or should reasonably know to be self-excluded with the Company; You shall ensure that all news, information, content, DoubleUp Marketing Material, offers and promotions in relation to the Company and/or the Company Websites are current and up to date; You shall abide by the Company marketing guidelines as may be made available to You, and as may be amended from time to time. You shall provide the Affiliate Services solely and exclusively via the use of DoubleUp Marketing Material which is either provided to You by Us or created by You strictly in accordance with Our marketing guidelines in each market/territory as communicated by Us from time to time for each applicable market/territory, for the purposes of the advertisement, marketing and promotion of the Company Websites. The Links and/or the DoubleUp Marketing Material shall not be amended or altered without the prior written consent of the Company. The Company shall be responsible for the content of any material specifically provided to the Affiliate by the Company, if any, for the purposes of the execution of this Agreement. You shall be responsible for the content of any DoubleUp Marketing Material created by You. We shall have the right to have any DoubleUp Marketing Material amended or completely removed at any time and at Our sole and absolute discretion. If We request You to amend or remove any DoubleUp Marketing Material created by You, You shall immediately comply with such a request. You shall fully indemnify and hold harmless the Company and any person or entity forming part of the Company’s Group for any damages resulting from the use of any marketing or advertising material which is not provided to You by Us; You shall be wholly liable and responsible for the development, operation, presentation and maintenance of the Affiliate Website(s), as well as for all material appearing on the Affiliate Website(s) or generally distributed (via any other medium as may be approved in writing by Us). Accordingly, You shall maintain, control and operate the Affiliate Website(s) and all content and material contained therein, or in the alternative You shall have appropriate contractual controls reflecting those within this Agreement for any third party website where You display the DoubleUp Marketing Materials and/or Links, and You represent, warrant and undertake that the Affiliate Website(s) and/or such contracted third party websites and all content and material contained therein is and shall, for the duration of the DoubleUp Partners Program, be compliant with any applicable laws and regulations in force from time to time within the applicable territory/market, and shall not contain any non-compliant, illegal, unlawful, defamatory, libellous, discriminatory, obscene, violent, derogatory or otherwise inappropriate content or material, or content or material which infringes any third party rights. Furthermore, You shall ensure that any promotions are displayed in a clear and transparent manner; You shall not present the Affiliate Website(s) and/or its content or material as creating an impression that it is in any form or manner associated with the Company and/or any person or entity forming part of the Company’s Group; You shall market and refer potential New Players to Company Websites entirely at Your own cost and expense. You shall be solely responsible for the distribution and for the manner of performing Your marketing activities. Your marketing activities must be professional, proper and lawful and they must be conducted in accordance with applicable laws and all local conduct of business requirements in the relevant market/territory; You shall ensure that the login details of Your Affiliate’s account on the Company Websites are kept confidential, safe and secure. You shall be solely responsible for any unauthorised use of Your login details and for all activity and conduct on Your Affiliate’s account, whether authorised by You or not. You shall immediately and without delay inform Us of any suspected illegal and/or unauthorised use of Your Affiliate’s account; You shall immediately and without delay notify Us upon suspicion that any New Player referred by You to the Company Website(s) is a bonus abuser, money launderer or fraudster, or an abuser of remote gambling websites; You shall use only a tracking link provided to You within the scope of the DoubleUp Partners Program. In default of this, no warranty whatsoever can be assumed for proper registration and sales accounting; You shall not perform any act, and that the Affiliate Websites do not nor will contain any material, which is libellous, discriminatory, obscene, immoral, unlawful, obscene, graphically violent or otherwise unsuitable; You shall not generate traffic to the Company Websites by unlawful, illegal or fraudulent means, including, but not limited to, by: Sending spam. This includes all formats of spam, including but not limited to emails and/or sms that meet any one of the following criteria: (a) are unsolicited and sent to a large number of addressees, (b) contain false or misleading statements, (c) does not honestly identify the source of the originating email address, (d) does not contain an online and real time ‘unsubscribe/stop’ option, or causes software download, installation or similar action without the consent of the addressee; registering as a New Player or making deposits directly or indirectly to any User Account through a unique player tracking code(s) for Your own personal use and/or the use of Your relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the Commission and/or any other compensation which may otherwise be due or payable to You, or to otherwise defraud the Company or any person or entity forming part of the Company’s Group. Any violation of this provision shall be deemed to constitute fraud for the purpose of this Agreement; popups, popunders and cookie dropping. This includes, but is not limited to, popups, popunders and dropping customer cookies. If You are planning pop ads campaigns through media sources/websites that do not contain libellous, discriminatory, obscene, unlawful or otherwise unsuitable material, You shall obtain pre-approval from Us in all cases; presenting the Affiliate Website(s) in such a way that it might evoke any risk of confusion with the Company’s Website(s) and/or the Company and/or any person or entity forming part of the Company’s Group and/or any person or entity related to or associated with the Company, or convey the impression that the Affiliate Website(s) is/are partly or fully associated with the Company Website(s) and/or the Company and/or any person or entity forming part of the Company’s Group and/or any person or entity related to or associated with the Company; and incorrect meta tags; the Affiliate Website(s) and any other medium which You may use to advertise, market and promote the Company Website(s) pursuant to this Agreement shall at all times uphold the standards of best practice by including, without limitation, the promotion of responsible gambling and containing ‘18+’ (or any other higher age restrictions that may apply to different jurisdictions) and responsible gambling warning messages and logos and links to the sites of agencies/organisations that help vulnerable customers on any pages/sites/media that links the potential customer to the Company Websites. All the above must be prominently displayed, visible and readable at all times. If You use GIFs or any other media which cannot be edited, the elements shall be in the text instead. In addition, the positioning of the support institution in images and banners shall not appear as though the support institution is promoting or endorsing a game, brand or offer. You shall not use any Links or otherwise place any digital advertisements whatsoever featuring the Company Websites and/or any Intellectual Property Rights of the Company or of any person or entity forming part of the Company’s Group (or in any other way link to or drive traffic or provide Affiliate Services to any of the Company’s Websites) on any websites (whether owned by a third party or otherwise) which may, in any manner, be considered to be obscene, immoral, or otherwise unsuitable. Such websites include, but are not limited to, those that: are aimed at children, display illegal pornography or other illegal or unacceptable sexual content, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party (including for the avoidance of doubt, any illegal streaming websites) or of the Company or of any person or entity forming part of the Company’s Group, or breach any and all applicable laws and regulations, including without limitation the relevant advertising regulations or codes of practice in any territory or any jurisdiction where the aforementioned Links or digital advertisements may be featured or where You provide the Affiliate Services. You shall ensure that You are always aware of the location of each of such advertisements. We reserve the right to periodically request a list of all locations used by You to promote the Company Websites, in order to ensure continued compliance. Accordingly, You can only advertise the Company Websites on websites and through media accounts and channels that have been disclosed to and approved in advance by Us. You shall obtain the written consent of the Company prior to promoting the Company Websites on any social media platform, including but not limited to Facebook; You shall not publish an advertorial or website review pertaining to the Company Websites or any brands connected thereto, or pertaining to any brands of any person or entity forming part of the Company’s Group, without having received the prior approval in writing of the Company. You shall not target any person who is under the legal age for gambling established in the jurisdiction in which they reside, and You shall ensure all necessary steps are taken to prevent materials being available to persons under the applicable legal gambling age. Without limitation, you shall not provide materials relating to gambling which are meant to or will appeal particularly to children or people under the applicable legal gambling age; You shall not target any jurisdiction where gambling and/or the promotion thereof is unlawful and/or illegal, as may be updated from time to time by the competent authorities. Without prejudice to the generality of the foregoing, You are expressly prohibited from advertising the Company Websites on Dutch (.nl) websites or domain names which refer to typical Dutch themes in combination with gaming terminology (eg. “clogbingo”). The DoubleUp Marketing Material shall not be displayed on websites which are in the Dutch language, and any reference to Dutch themes like clogs and windmills, or bonuses which may specifically appeal to Dutch nationals by virtue of their names or associated prizes is prohibited. Furthermore, The Affiliate shall not be eligible for any Commission and/or any other compensation or payment for any Affiliate Services provided in any jurisdiction where gambling and/or the promotion thereof is illegal; You acknowledge Our ongoing commitment for the prevention of gambling addiction and You will cooperate with Us to actively reduce gambling addiction by, for example, placing links provided by Us on the Affiliate Website(s) which direct traffic to websites involved in the prevention of gambling addiction; You shall not promote the Company Websites in connection with “Matched Betting and Arbitrage Betting”, which, for the purposes of this clause, is defined as any method of betting or wagering which is intended to give players a guaranteed win with no risk, including, but not limited to, the use of free bets; You shall not purchase, attempt to register, or register keywords, search terms 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 Company Website(s) or Company’s Group or Company’s trademarks, trade names or otherwise; You shall not use any of the Company Website(s)’, Company’s Group or Company’s trademarks, key-words, trade names or otherwise include the terms contained therein or variations that are confusingly similar, in affiliate URLs. Brand names may not be used in a derivative URL or subdomain; with the exception of the DoubleUp Marketing Material, You shall not use the Company’s Websites and/or any other terms, trademarks, banners, logos, text, images, material, content containing any Intellectual Property Rights of the Company or any person or entity forming part of the Company’s Group, unless the Company provides its prior authorisation in writing for such use to You. For the avoidance of doubt, You shall not use the Company's nor any person or entity forming part of the Company’s Group’s name, brand, logos, banners, images, text, trademarks, content, material and/or Intellectual Property Rights (including graphics and design material) in any direct marketing communications, including without limitation email, SMS and/or push notifications) or otherwise intended to promote the Company or any person or entity forming part of the Company’s Group unless with the prior authorisation in writing of the Company and in accordance with all applicable laws and regulations in force from time to time. You shall not offer any rake-back, cash-back, value-back or similar programmes, other than such programmes as are offered by the Company and/or which have been authorised in writing by the Company before You can launch them; You shall not give or promise any sort of remuneration as an incentive for becoming a New Player; You shall not use content locking, framing, toolbars, adware, cookie stuffing, forced clicks, iframes, pop-ups, pop-unders, or any other technology or process to associate Your identification number with a lead without the lead first viewing an advertisement presented by You to the lead and that same lead then clicking the tracking link contained in such advertisement; If it is proved to the Company's satisfaction and at its sole and absolute discretion that any Commission and/or other compensation due to any Affiliate has been lost due to an incident of Intellectual Property theft, revenue generated by the offending Affiliate may be paid to the aggrieved Affiliate. Complaints regarding Intellectual Property theft shall be sent to affiliates@doubleup.partners. It is at the sole and absolute discretion of the Company to determine whether there is enough proof that the loss of earnings suffered by the aggrieved Affiliate resulted from an incident of intellectual property theft. You shall be aware that any operation from Your end which runs counter to this Agreement may result in very serious consequences for You, for the Company and/or for any person or entity forming part of the Company’s Group, including without limitation, fines, penalties, breach of license conditions including the possibility of suspension, withdrawal or imposition of conditions thereon and its general ability to do business, as well as potential civil and criminal action against You, the Company and/or any person or entity forming part of the Company’s Group by the respective competent authorities. Without prejudice to any of the Company’s rights and remedies herein and/or at law, the Company reserves the right, at its sole and absolute discretion, to terminate this Agreement, either in part or in its entirety, and/or to suspend or terminate Your Affiliate’s account with immediate effect, and/or deduct money from Your Affiliate Account, should You act in breach of any of the provisions of this Agreement, including but not limited to if any traffic is deemed to have been referred through fraudulent means, or should Your marketing activity be found to have breached any relevant and applicable marketing rules or requirements in any given market/territory, and You shall be held fully responsible and liable towards the Company and/or any person or entity forming part of the Company’s Group for any such resulting fine, penalty, claim, action, suspension or loss or revocation or the imposition of new licence conditions which is caused to the Company and/or to any person or entity forming part of the Company’s Group as a result of Your acts or omissions as the case may be. 7. OUR RESPONSIBILITIES AND OBLIGATIONS Upon Your admission to the DoubleUp Partners Program in accordance with this Agreement, a unique player tracking code will be assigned to You by the Company. By means of such unique player tracking code, New Players acquired via the Links on the Affiliate Website(s) and the wagers made during such gaming sessions will be registered and/or tracked. The Company may provide You with DoubleUp Marketing Material. The Company shall not be responsible for the creation of the Links from the Affiliate Website(s) to the Company Websites, nor for any marketing or advertising material which is not DoubleUp Marketing Material provided by the Company to its Affiliates. The Company shall not be held liable for any fines, sanctions and/or other damages which may be incurred by You as a result of Your non-compliance with this Agreement, the Company 's instructions, including but not limited to any marketing guidelines as communicated to Affiliates from time to time, and/or all applicable laws and regulations in force from time to time. You shall fully indemnify and shall keep the Company and any person or entity forming part of the Company’s Group (the “Indemnified Company”) safe and harmless from any fines, sanctions and/or other damages which may be incurred by the Indemnified Company as a result of Your non-compliance with this Agreement, the Company's instructions, including but not limited to any marketing guidelines as communicated to Affiliates from time to time, and/or all applicable laws and regulations in force from time to time. The Company shall be responsible solely for the content and presentation of any DoubleUp Marketing Material specifically that it provides to You, if any, for the purposes of the execution of this Agreement. Provided that nothing contained in this Clause shall be interpreted as to having the effect of relinquishing Your responsibility with respect to the manner in which the material provided to You by the Company is presented on the Affiliate Website or is generally distributed (or any other medium used by You for the purposes of this Agreement) and for the suitability and compliance thereof with all applicable laws, rules and regulations. The Company shall administer the turnover generated via the tracking links, record the net revenues and the total amount payable to You, whilst further providing You with relevant player statistics. Subject to Your adherence with this Agreement and all applicable laws and regulations, The Company shall pay You the Commission due thereto as calculated pursuant to Clause 16 of this Agreement, for the Affiliate Services provided by You. The Company hereby notifies You, and You hereby accept, that personal data (as defined in the GDPR) pertaining to You and/or any of Your employees (if any) may be collected by the Company and shall be utilised solely in the context of, and as is necessary for, the performance of this Agreement or in the pursuance of any legal obligation or legitimate interest. The Company shall use its reasonable endeavours to ensure that whenever a New Player is directed to Company Websites and registers a new User Account, the relevant New Player is identified as originating from the Affiliate’s Website(s). However, the Company shall not be held liable if it is unable to identify a New Player as originating from the Affiliate’s Website(s). 8. PAYMENT Subject to Your strict adherence with this Agreement, the Company agrees to pay You the Commission in return for the provision of the Affiliate Services in accordance with the DoubleUp Commission Structure set forth in Clause 16, and/or any other commission structure as may be agreed to in writing by and between the Parties. The Commission is stated to be exclusive of value added tax or any other applicable tax. In case of any change to the applicable VAT, the Commission shall be adjusted to reflect such change in such a way that the amount of Commission payable by the Company shall not increase or otherwise change to the detriment of the Company. The Commission is calculated at the end of each calendar month. If the balance due to You by the Company does not exceed USD 200,00 (two hundred United States dollars) (the “Minimum Threshold”), it shall be accumulated and carried over to the following calendar month, and shall be payable to You when the total Commissions collectively exceeds the Minimum Threshold. In the calculation of Commission where Net Revenue is negative due to New Players winnings and/or administration fees and/or cash items and/or progressive contributions, the balance due to You will be set to zero. A negative balance due to fraud costs will however be carried over where applicable, especially but without limitation in cases such as costs resulting from fraudulent activity and/or from intellectual property theft and/or from financial sanctions incurred by the Company or any person or entity forming part of the Company’s Group. In the event that a New Player has obtained a cumulative win of 10,000 USD or more (or currency equivalent) on any of the Company Websites in any given calendar month, such New Player shall be deemed a High Roller. When calculating the High Rollers Commission, where such Commission earned by You in relation to a High Roller(s) is a negative amount in any given calendar month, the Company reserves the right to carry forward any such negative amounts which shall be applicable to and set off against any future Commission payable to You in relation to the High Roller(s), until the negative balance has been fully set off against future positive Commission. The Company reserves the right to deduct from Your future earnings any costs the Company or any person or entity forming part of the the Company’s Group may incur as a direct result of Your failure to provide correct payment information. It is Your sole responsibility to ensure that the payment details You provide in Your Affiliate Account and in each invoice are up to date at all times. If an error is verified as having been made by the Company at its sole and absolute discretion in the calculation of the Commission, the Company reserves the right to correct such calculation at any time. Commissions and payments payable to the Affiliate under this Agreement shall be processed and paid exclusively in United States dollars (USD), and upon presentation of an invoice.
For the avoidance of doubt, all invoices shall be denominated in United States dollars (USD).
The Company will accept invoices no more frequently than once per calendar month, and only for amounts exceeding the Minimum Threshold.
The invoiced amount shall be based on the figures displayed on Your Affiliate Account.
Upon receipt of a valid invoice, payment shall be made within 30 days. The payment period starts from the date of receipt of the invoice by the Company, provided that the invoiced amount is not disputed.
In the event of a dispute regarding the invoiced amount, the parties shall engage in good-faith discussions to resolve the dispute within a reasonable timeframe. If the dispute is resolved and the amount is no longer disputed, payment will be made within 30 days from the resolution of the dispute. Payments will be made through one of the following payment methods: bank transfer, Neteller, or Skrill. You must specify the preferred payment method in each relevant invoice.
SHOULD YOU FAIL TO SEND US AN INVOICE, OR OTHERWISE FAIL TO CLAIM ANY AMOUNT DUE TO YOU WITHIN TWELVE (12) MONTHS FROM WHEN SUCH AMOUNT BECOMES DUE, SUCH AMOUNT SHALL BE WRITTEN OFF AND WILL NO LONGER BE DUE TO YOU. By entering into this Agreement, You agree not to hold Us liable for any currency conversion charges Your bank or payment method provider chooses to apply when receiving the funds. The activities of Your New Players who use a currency other than United States dollars as their base currency and the relative Commission shall be converted into United States dollars by the Company’s “Affiliate Backend”, using the daily exchange rate from Google, Yahoo or a similar source as the Company deems fit. In case of overpayment in Your favour, the Company reserves the right, at its sole and absolute discretion and without prejudice to its other rights and remedies under this Agreement and/or at law, to summon You to immediately refund the difference, or to deduct the corresponding amount of overpayment to You from the following month’s Commission, and each month thereafter, until the debt is repaid in full. In case of underpayment, the Company reserves the right, at its sole and absolute discretion and without prejudice to its other rights and remedies under this Agreement and/or at law, the right to add the corresponding amount of underpayment to Your Commission in the following calendar month. Your 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. If You disagree with the balance due as reported, You shall immediately notify Us, and in any case within thirty (30) days from the date of payment, and state the reasons of the disagreement, as well as provide any and all relevant supporting documentation and evidence. You hereby acknowledge and agree that failure to notify Us within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment and acceptance of the balance due for the period indicated. The Company may, in its sole and absolute discretion, withhold the payment of any balance to You for up to one hundred-and-eighty (180) days for the purpose of investigating and verifying the lawfulness of the Affiliate Services provided by You, and/or Your compliance with the provisions of this Agreement, and/or Your adherence with any and all laws and regulations. No payment shall be due if the Company has reasons to believe that the traffic generated by You is illegal, artificial, generated in bad faith or is in breach of any of the provisions of this Agreement and/or the General Terms and Conditions and/or of any applicable laws and regulations, or is generated by bonus abusers, or by any player whose identity cannot be verified due to any reason, or who has provided information or documentation which is found to be false or misleading, or who has been under the applicable Legal Gambling Age at the time when they made any gambling or gaming transactions. You agree to return all Commissions and any other compensations or payment received as a result of or based on fraudulent, falsified, artificially generated transactions and/or transactions achieved in bad faith, as well as in all the circumstances outlined in clause 8.13 above, and You shall indemnify the Company and any person or entity forming part of the Company’s Group for all expenses, costs, penalties, damages and/or losses incurred in relation to such transactions (including, but without limitation, any and all legal fees and costs). The Company reserves the right to set limits for a minimum level of activity on Your Affiliate Account. Such minimum activity levels will be continuously reviewed, and the Company reserves the right to terminate this Agreement, in whole or in part, in case You do not reach the aforementioned minimum level of activity. Such minimum level of activity shall be determined by the Company at its sole and absolute discretion. You shall have the sole responsibility to pay any and all taxes, levies, fees, charges and any other money payable or in any jurisdiction in accordance with any and all applicable laws and regulations (if any) to any tax authority, department or other competent entity as a result of the Commission and compensation generated and/or the provision of the Affiliate Services under this Agreement. The Company shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by You, and You shall fully indemnify the Company and any person or entity forming part of the Company’s Group for any and all such amounts in the event that the Company or any person or entity forming part of the Company’s Group has to disburse such amount. In the event that You still have an outstanding payment in the system that cannot be paid to You for any reason (including, but not restricted to: payment information that is incorrect, missing or invalid), and if You fail to respond to all reasonable attempts to contact You (including, but not restricted to, via the telephone number, address and e-mail address You provided when registering) after a five year period, You shall forfeit all claim to that payment and the payment shall be cancelled. 9. AFFILIATE WEBSITE(S) AND THE LINKS You expressly acknowledge and agree that the use of the Internet, the provision of the Affiliate Services and compliance with the terms of this Agreement are at the Affiliate's own risk. the Company makes no guarantee in relation to the accessibility of the Company’s Websites at any particular time or any particular location. The Company shall in no event be liable to You or any other third party 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 Company’s Websites. During the term of this Agreement, the Links shall be prominently displayed on the Affiliate Website(s) in accordance with what is agreed between You and the Company. You undertake that You will display the Links to the Company’s Websites at least as prominently as any other sales link on the Affiliate Website(s). Moreover, where descriptive information accompanies any competitors’ links, the Links shall be accompanied by a description which shall have been provided in writing by the Company and/or approved in writing by the Company prior to publication of the description. The Company has the right to monitor Your activity throughout the duration of the DoubleUp Partners Program, including, without limitation, the Affiliate Website(s) in order to ensure Your compliance with the terms and conditions of this Agreement and any and all applicable laws and regulations. You shall provide the Company with all data, information and documentation as may be requested by the Company from time to time in order to perform such monitoring. You shall not register, attempt to register or purchase domain names, keywords, search terms or other identifiers for use in in any search engine, portal, sponsored advertising service or other search or referral service which are identical or similar to the Intellectual Property Rights of the Company and/or any person or entity forming part of the Company’s Group, including but not limited to any of the Company Websites and trademarks, trade names or otherwise (including, but not limited to, “Doggo”, “Doggo Casino”, “Norppa”, “Norppa Casino”, “Norppa Kasino”, “DoubleUp”, “DoubleUp Partners”, “DoubleUp Group” or variations thereof) or which in any way refer or relate to the Company and/or any person or entity forming part of the Company’s Group, and that it will not use any of the Company Websites’ trademarks, trade names or otherwise include the terms contained therein or variations that are confusingly similar, in affiliate URLs. Brand names may not be used in a derivative URL or subdomain. You shall not create any applications or Internet pages falsely representing the Company or any person or entity forming part of the Company’s Group in any way, shape or form on any social media channels (including, but not limited to, Facebook, Google+, Twitter etc.).
In addition, You are not permitted to pursue any link building strategies to promote non-compliant/ infringing content on the Affiliate Website(s) and/or social media pages. Any attempt in restricting Our access to viewing Your content is prohibited and may result in immediate action taken on Your Affiliate Account. For avoidance of doubt, use of any other methods in order to mask and misdirect website tracking tools/Our auditors, and/ or utilisation of bridge pages (websites whose sole purpose is to drive traffic to another site), link schemes (a technique to manipulate links to the content, or a certain domain), hidden texts/ links (a technique to hide text and links from the site visitor) and/ or keyword stuffing (technique to manipulate site ranking by stuffing the page with irrelevant keywords) is strictly prohibited.
It shall be Your sole responsibility to regularly monitor any and all of Your networks and traffic sources to ensure full compliance with this Clause at all times. You shall not take any action which could cause any confusion as to the Company's or the Company’s Websites’ relationship with You and the Affiliate Website(s). You shall ensure that the Affiliate Websites and any third party websites that You use comply at all times with data protection and privacy regulations, legislation and subsidiary legislation as may be applicable from time to time, including without limitation the General Data Protection Regulation (GDPR). Without limiting the foregoing, You shall always inform visitors of the Affiliate Website(s) and any third parties to whom You direct or target Your activities of the processing of their data and their rights as data subjects, including, without limitation, that tracking technology will be installed on the users’ hard drive when the user clicks on the Links, and You shall also provide the user with an option to reject such installation. The Affiliate Website(s) shall have at least an opt-in facility for visitors to subscribe to the receipt of DoubleUp Marketing Material from You via any means of communication, including without limitation SMS or email. This is preferably done on a double opt-in basis. Should this facility be missing from Your end, any marketing material sent by You will be considered by the Company as spam. The Company shall have the right to immediately terminate this Agreement if it becomes aware of non-compliance with this Clause, or upon receipt of any complaint from any individual, entity or authority concerning Your marketing activities and/or any DoubleUp Marketing Material in which the Company's and/or any person or entity forming part of the Company’s Group or any of their products/services have been referred to. Any communications and/or DoubleUp Marketing Material sent by You shall always contain an unsubscribe facility whereby recipients may opt to stop receiving the DoubleUp Marketing Material from You. You shall ensure that any DoubleUp Marketing Material and/or communication sent to recipients, shall only be received by individuals who are of legal age in the jurisdiction where they reside and who have actively consented to receive such communications. 
Any form of traffic that is generated from any medium that is aimed at children, or that promotes violence, includes pornographic or narcotic material, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates any Intellectual Property rights, or are otherwise considered by Us to bring the Company and/or the Company’s Group into disrepute or prejudice their interests in any way, or is capable of creating confusion of the customers, is considered unsuitable, and constitutes a serious breach of this Agreement. Traffic Approval. Every source of traffic used by the Affiliate must be approved by the Company prior to its utilization. The Company reserves the right to review and evaluate each traffic source to ensure its compliance with the agreed-upon standards, guidelines, and policies. In order to seek approval, the Affiliate shall provide detailed information about the traffic source, including but not limited to the following: Traffic type; Traffic volume and expected reach; Geographic targeting; Demographic targeting; Traffic generation methods. The Company shall exercise reasonable judgment and shall notify the Affiliate within a reasonable timeframe of its decision to approve or disapprove a traffic source. It is understood that the Affiliate shall not engage in any form of traffic acquisition or generation from unapproved sources. Any traffic derived from unapproved sources shall be deemed unauthorized. 10. TERMINATION This Agreement may be terminated by either Party by giving a twenty-four (24) hours written (by email at affiliates@doubleup.partners) notice to the other Party. Provided that this Agreement shall be automatically terminated in the event the Company and/or any person or entity forming part of the Company’s Group is precluded for any reason whatsoever from offering the online gaming services to customers through the Company’s Websites. We shall have the right to immediately terminate this Agreement by giving notice in writing (including by email) if You are in material breach of any of Your obligations under this Agreement and/or of any applicable laws and regulations and/or if Your conduct causes the Company and/or any person or entity forming part of the Company’s Group to fall in breach of any of its licence conditions and/or any and all applicable laws and regulations. The Agreement shall be considered terminated as of the date on which We notify You of Our decision to terminate the Agreement pursuant to this clause. In this event, the Parties agree that the Company may take any action it deems appropriate, including but not limited to the withholding of any unpaid Commissions as of the date of termination as security for any perceived/anticipated/contingent liabilities or claims that may arise against the Company due to Your breach or activities, and it shall be at the Company‘s sole and absolute discretion whether to pay You such earned but unpaid Commissions; This Agreement may also be terminated by either Party (for the purpose of this Clause, the “First Party”) by giving notice in writing (including by email) to the other Party (for the purpose of this Clause, the “Second Party”) if the Second Party is declared bankrupt or insolvent by court order, or if any bankruptcy or insolvency proceedings are commenced against the Second Party or in the event of any similar situation indicating that the Second Party is insolvent. We may also terminate this Agreement immediately by giving notice in writing (including by email) for business reasons or for any other reason in accordance with the Company’s internal policies, standards and controls. Where the Company terminates this Agreement in accordance with this Clause, it shall endeavour to provide a minimum of thirty (30) days’ prior notice in writing of such termination. However, where this is not feasible, termination may be effected by the Company at such earlier day and without the requirement of notice. The Parties hereby agree that on termination of this Agreement howsoever achieved: You shall, within twenty-four (24) hours of receipt of the abovementioned notification, remove all references to the Company, The Company, any person or entity forming part of the Company’s Group and/or their respective brands and/or the Company Websites from the Affiliate Website(s) and/or other marketing channel and communications, irrespectively of whether the communications are commercial or otherwise. The foregoing shall not apply to the Company's players’ complaints recorded on the Affiliate Website(s) which are recognised as Alternative Dispute Resolution bodies by accredited arbitrators’ institutions; all rights and licenses granted to You under this Agreement and/or the DoubleUp Partners Program, if any, shall immediately terminate and all rights shall revert to the respective licensors, and You shall cease the use of any trademarks, service marks, logos and any other Intellectual Property Rights vested in the Company, and any person or entity forming part of The Company Group and the Company Websites; You shall 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 final payment for up to 90 days for internal verification purposes to ensure that the correct amount is paid. You shall not be eligible to earn or receive Commissions after the effective termination date; You shall return to the Company any and all Confidential Information (and all copies and derivations thereof) in Your possession, custody, and control; You shall 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 You from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach of Confidential Information, even if the breach arises at any time following the termination of this Agreement. Your obligation of confidentiality towards the Company shall survive the termination of this Agreement. 11. LIABILITY AND INDEMNIFICATION The Company makes no express or implied warranty, to the extent permissible by law, other than the warranties expressed in this Agreement, if any, and specifically disclaims any warranties of merchantability or fitness for a particular purpose. The Company, any person or entity forming part of the Company’s Group, their respective members, managers, officers, directors, employees, contractors, subcontractors, attorneys, licensors or licensees shall not be liable (in contract, tort, for breach of statutory duty or in any other way) towards You or any third party for: any economic losses, including but without limitation, loss of profits, revenues, business, contracts or anticipated savings, and any loss of goodwill or reputation (either incurred directly or indirectly); any other indirect or consequential losses, even if advised of the prospect of such damages. In no event will the Company’s total cumulative liability hereunder, from all causes of action of any kind, including without limitation contract, tort (including negligence), strict liability, breach of warranty, misrepresentation, or otherwise, exceed the total Commission paid by the the Company to You under this Agreement for the last three (3) months immediately prior to the cause of action. Without prejudice to the Company's rights and remedies under this Agreement and/or at law, You shall, upon the Company’s request, defend the Company, any person or entity forming part of the Company’s Group, their respective successors and assignees, including their respective officers, directors, shareholders, employees, agents, contractors and subcontractors (the “Indemnified Company”) from and against all claims or any other actions whatsoever, and to indemnify the Indemnified Company upon written demand, and to hold the Indemnified Company harmless from any damages, losses, liabilities (including settlements and judgements), obligations, penalties, fines, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, court costs, reasonable attorneys’ and consultants’ fees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any person, whether or not the Indemnified Company shall be designated as a party or a potential party thereto), whether direct, indirect or consequential, and whether or not foreseeable (the “Losses”) that may be imposed on, incurred by, or asserted against the Indemnified Company, as a result of, or arising out of, or in connection with: any breach of this Agreement, including but not limited to the inaccuracy of any representations or the breach of any warranties, undertakings or obligations contained in this Agreement; Your use (or misuse) of the DoubleUp Marketing Material and the Company's and/or any person or entity forming part of the Company’s Group’s Intellectual Property Rights, or the creation and/or use of DoubleUp Marketing Material which is not compliant with Our marketing guidelines; all conduct and activities occurring under Your Affiliate’s account; any defamatory, libellous, illegal, discriminatory, obscene, violent, pornographic, derogatory or otherwise inappropriate content or material contained in the Affiliate Website(s) and/or in Your information and data; any claim or contention that the Affiliate Website(s) or Your information and data infringes any third party rights, including and without limitation, any patent, copyright, trademark, or other intellectual property rights, or violates any third party’s rights of data protection, privacy or publicity; third party access or use of the Affiliate Website(s) or Your information and data; any claim related to Affiliate Website(s) or the Links; any violation of this Agreement or any applicable laws, including Data Protection Legislation; and any act or omission, negligence or wilful default of the Affiliate or anyone directly or indirectly employed by the Affiliate or anyone for whose acts or omissions the Affiliate may be liable. The Company and any person or entity forming part of the Company’s Group reserve the right to participate in the defense of any matter or claim in relation to the above. 12. DATA PROTECTION You shall at all times comply with the Data Protection Legislation as shall be in force from time to time with respect to all data filtered to the Company. Without prejudice to the generality of the foregoing, You undertake to have in place a privacy policy which is readily accessible from the Affiliate Websites and which informs the site visitors of the manner in which their data is processed, the legal basis for such processing and the persons to whom their data may be shared, amongst other legal requirements. The Company may, at its sole discretion, request that You evidence Your compliance with this Clause 12 and You shall provide reasonable proof to this effect within ten (10) calendar days of the receipt of such request. 13. CONFIDENTIALITY Throughout the duration of the DoubleUp Partners Program, You may from time to time be entrusted with Confidential Information relating to, without limitation, business and financial, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities, technology applications of the Company and/or any person or entity forming part of the Company’s Group. Furthermore, any personal data You receive from or on behalf of the Company or any person or entity forming part of the Company’s Group shall be treated as confidential. You shall use the Confidential Information only for the purposes necessary to fulfil and honour Your obligations under this Agreement. For the avoidance of doubt, You shall not use the Confidential Information for any own commercial purpose or any other purpose other than those in this Agreement. You agree to avoid disclosure or unauthorised use of the Confidential Information to third persons or outside parties unless with the Company’s prior written consent. You shall only use players’ data provided by the Company or on behalf of the Company. Any Confidential Information (including but not limited to contact numbers and residential addresses) provided by players to third parties shall not be used by You to provide the Services to the Company under this Agreement. You shall not issue any press release or any other communication to the public with respect to Your participation in the DoubleUp Partners Program without the prior consent in writing of the Company. This clause 13 shall survive the termination of this Agreement and shall continue to apply indefinitely. 14. INTELLECTUAL PROPERTY Upon acceptance into the DoubleUp Partners Program, the Company grants to You a limited, royalty-free, non-exclusive and non-transferable licence to use the Intellectual Property Rights of the Company and/or of any person or entity forming part of the Company’s Groupwhich is incorporated in the DoubleUp Marketing Material and/or which is otherwise approved in writing by the Company, which licence shall terminate immediately upon termination of this Agreement howsoever achieved. Other than the licence granted by virtue of this Clause, nothing contained in this Agreement or otherwise will grant You any right, title or interest in the trademarks, trade names, service marks or other intellectual property rights (hereinafter referred to simply as “Marks”) of the Company and/or any person or entity forming part of the Company’s Group. For the avoidance of doubt, nothing in this Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights. At no time during or after the term will You allure, attempt, challenge, assist or allow others to challenge or to register or to attempt to register the Marks of the Company and/or of any person or entity forming part of the Company’s Group. Provided also that You shall not register nor attempt to register any Mark or website domain which is identical or similar to any Mark which belongs to the the Company and/or to any person or entity forming part of the Company’s Group. All Intellectual Property Rights created by You and/or deriving from this Agreement, (including, without limitation, advertising materials, databases and personal data) shall be and become the sole and exclusive property of the Company, and You shall have no right, title, or interest in or to such Intellectual Property Rights. At no time during or after the term of this Agreement, shall a Party attempt, challenge, assist or allow others to challenge or to register or attempt to register the Intellectual Property Rights or any rights similar to the Intellectual Property Rights of the other Party or of any group companies of the other Party. 15. RELATIONSHIP OF THE PARTIES Nothing contained in this Agreement, nor any action was taken by any Party to this Agreement, shall be deemed to constitute either Party (or any of such Party’s employees, agents, or representatives) an employee, or legal representative of the other Party, nor to create any partnership, joint venture, association, or syndication among or between the Parties, nor to confer on either Party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other Party. 16. COMMISSION STRUCTURE Unless otherwise agreed in writing by the Parties, the Company agrees to pay You a commission based on the Net Revenue generated from New Players referred from Your Affiliate Website(s) and/or other channels or traffic sources. New Players are those customers of the Company who do not yet have and have not had an User Account with any Company Website, and who access the Affiliate Website(s) via the tracking link and who properly register and make real money transfers at least equivalent to the minimum deposit into their User Account with any Company Website. For the avoidance of doubt, You shall not earn any Commission on those players who already have an existing User Account with any Company Website. You shall be entitled to receive Commission on Your New Players for their lifetime value, effective from their first deposit, except in the event that this Agreement is terminated for whatever reason. The gaming activity of Your New Players will be tracked by the Company, and the relevant data will be presented in the form of reports that You will be able to access via the Affiliate backend using Your Affiliate Account username and password. The Company reserves the right, where it deems necessary, to change the content, frequency, style and formatting of these reports. In order for the Company to successfully track Your New Players in the system, it is Your responsibility to ensure all provided Links are correctly implemented on the Affiliate Website(s) or Your publication(s). In the event that You do not employ the correct Links, You will not be eligible for Commission payments due for players who have been referred using the incorrect Links. The Commission shall be a percentage of the Net Revenue generated by New Players referred from Your Affiliate Website(s) and/or other channel, or a CPA (cost per acquisition) reward, the latter being available only on request and at the Company’s sole discretion. The Company calculates Your Commission as follows:
NDC/month - Affiliate's Commission
0-5 NDC - 25% of Net Revenue
6-10 NDC - 30% of Net Revenue
11-20 NDC - 35% of Net Revenue
21-40 NDC - 40% of Net Revenue
41+ - 45% of Net Revenue 17. AMENDMENTS TO THIS AGREEMENT The Company reserves the right to modify, amend, alter, delete or add any provisions of this Agreement any time, when such a need occurs, with or without giving You any prior notice. If applicable, a written notice of the amendments will be sent to Your registered email address, and such notice will be deemed to be served once sent by the Company. The most up-to-date version of the Agreement are the ones available on the Company’s website http://doubleup.partners/, and the date on which it came into force is stated, respectively, at the top of these Terms and Conditions and at the top of the Privacy Policy. Your continuing participation in the Double Up Partners Program after any amendments or modifications have been made public will be deemed as Your acceptance of the new terms and conditions. It shall be Your sole responsibility to review the Agreement on a regular basis and to keep updated with the latest version of it, in order to prevent any misunderstanding or misinterpretation. 18. MISCELLANEOUS 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. Unless otherwise expressly agreed to in writing by and between the Parties, in case of any discrepancy between this Agreement and any informal or formal, verbal or written understanding, agreement, correspondence and or conversation by and between the Parties relating to the provision of the Affiliate Services by You, this Agreement shall be taken to be the prevailing agreement reached by and between the Parties and shall supersede and replace any previous communications, understandings and arrangements previously in place by and between the Parties relating to the subject-matter thereof. 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 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. 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” of the Company’s Websites, unless otherwise notified by the Company. The Company shall send all notices by email to the email address supplied by You in Your Affiliate Application Form. You shall not have the right to assign this Agreement or any rights hereunder, by operation of law or otherwise, without the prior written consent of the Company. The Company may assign this Agreement and all its rights hereunder to any person or entity forming part of the Company’s Group or to any other third party without obtaining Your prior consent. The Company's failure to enforce Your adherence to all terms outlined in this Agreement shall not be construed to constitute a waiver of the right to enforce such right at any time. The Parties will work in close cooperation at all times for the mutual benefit thereof and for the successful provision by You of the Affiliate Services in accordance with this Agreement. Neither Party shall be liable to the other Party for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented, provided that, if the force majeure event subsists for a period exceeding thirty (30) days, then either Party may terminate this Agreement with immediate effect by providing a written notice. Unless otherwise expressly agreed, this Agreement shall constitute the entire agreement and understanding superseding any agreement between the Parties. In case of conflict between this Agreement and any other agreements entered into between You and the Company, the contents of this Agreement shall prevail. Each Party acknowledges and agrees that by entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether Party in this Agreement or not) other than as expressly set out in this Agreement. Nothing in this Clause shall operate to limit or exclude any liability for fraud. 19. GOVERNING LAW & JURISDICTION The validity, construction and performance of this Agreement and any claim, dispute or matter arising under or in connection to this Agreement or its enforceability shall be governed and construed in accordance with the laws of Malta. The Parties irrevocably submit to the exclusive jurisdiction of the Maltese courts, over any claim, dispute or matter under or in connection with this Agreement and/or its enforceability.