1. Definitions

1.1 "Affiliate" means any individual, company, partnership, corporation, trust, association, or other legal entity that applies and is approved to participate in the Place.bet Affiliate Program.

1.2 "Affiliate Account" means the account created by the Affiliate and approved by the Company for participation in the Affiliate Program.

1.3 "Affiliate Agreement" means these Terms and Conditions, together with any Commission Structure, policies, guidelines, marketing rules, payment terms, operational procedures, and any other documents, notices, instructions, or amendments published or communicated by the Company from time to time.

1.4 "Affiliate Application" means the application submitted by an Affiliate to participate in the Affiliate Program.

1.5 "Affiliate Links" means tracking links, referral links, banners, promo codes, landing pages, widgets, tracking codes, and other marketing materials provided by the Company and used by the Affiliate to direct traffic to the Company Websites.

1.6 "Affiliate Program" means the commercial arrangement between the Company and the Affiliate whereby the Affiliate promotes the Company Websites and receives Commission in accordance with this Agreement.

1.7 "Affiliate Wallet" means the electronic wallet, cryptocurrency wallet, bank account, payment processor account, or other payment method registered by the Affiliate for receiving Commission payments.

1.8 "Affiliate Website" means any website, mobile application, social media account, streaming platform, messaging application, newsletter, forum, blog, channel, group, or other digital property owned, controlled, or operated by the Affiliate.

1.9 "Applicable Laws" means all laws, regulations, directives, regulatory requirements, codes of practice, guidance notes, licensing conditions, court orders, sanctions requirements, and governmental requirements applicable to the Company, the Affiliate, or the Affiliate Program.

1.10 "Bonus Abuse" means any activity intended to exploit, manipulate, or improperly benefit from bonuses, promotions, cashback offers, free bets, free spins, promotional credits, or other incentives offered by the Company.

1.11 "Chargeback" means any reversal, dispute, refund, retrieval request, or cancellation of a payment transaction initiated by a player, payment provider, financial institution, or competent authority.

1.12 "Commission" means the remuneration payable to the Affiliate under the applicable Commission Structure, including but not limited to Revenue Share, CPA, Hybrid, Sub-Affiliate commissions, Flat Fee arrangements, or any other compensation model agreed between the Parties.

1.13 "Commission Structure" means the commercial arrangement agreed between the Company and the Affiliate, including Revenue Share, CPA, Hybrid, Flat Fee, Tiered Commission, Sub-Affiliate, and bespoke commercial arrangements.

1.14 "Company", "We", "Us", or "Our" means Place.bet, its parent companies, subsidiaries, affiliates, successors, assigns, and any entity operating under the Place.bet brand.

1.15 "Company Websites" means www.place.bet and any mirror websites, mobile applications, subdomains, white-labels, applications, or other digital properties operated by the Company from time to time.

1.16 "Confidential Information" means any non-public information relating to the Company, its affiliates, partners, operations, technology, products, financial information, pricing, commercial arrangements, player information, databases, analytics, reports, software, source code, know-how, business plans, marketing strategies, and any information that may reasonably be considered confidential.

1.17 "CPA" or "Cost Per Acquisition" means a Commission model under which the Affiliate receives a fixed payment for each Qualified Player who satisfies the qualification criteria determined by the Company.

1.18 "Cryptocurrency" means any digital asset accepted by the Company for deposits and withdrawals, including but not limited to Bitcoin (BTC), Ethereum (ETH), Tether (USDT), USD Coin (USDC), Litecoin (LTC), and any other digital assets supported by the Company.

1.19 "First Time Depositor" or "FTD" means a Qualified Player who has successfully made a first qualifying deposit with the Company.

1.20 "Fraud Traffic" means any traffic, player activity, registrations, transactions, deposits, or gaming activity generated through fraudulent, deceptive, incentivized, collusive, self-referral, bonus abuse, multi-accounting, bot activity, VPN abuse, identity manipulation, or other prohibited methods.

1.21 "Gross Gaming Revenue" or "GGR" means the total amount wagered by referred players less winnings paid to such players before any deductions applicable to Net Gaming Revenue.

1.22 "High-Roller" means a Qualified Player who generates a negative Net Gaming Revenue of USD 10,000 or more, or the equivalent amount in another currency, during a calendar month.

1.23 "Hybrid Commission" means a Commission model combining Revenue Share and CPA or any other combination of Commission structures agreed between the Parties.

1.24 "Intellectual Property Rights" means all copyrights, trademarks, service marks, trade names, logos, domain names, database rights, patents, designs, trade secrets, know-how, software rights, and all other intellectual property rights, whether registered or unregistered, together with all applications, renewals, extensions, and protections thereof.

1.25 "Net Gaming Revenue" or "NGR" means the Gross Gaming Revenue generated by Qualified Players referred by the Affiliate after deduction of: a) winnings paid to players; b) bonuses, cashback, free bets, free spins, and promotional credits; c) chargebacks and payment reversals; d) payment processing fees and administrative fees; e) fraud costs, bonus abuse losses, and multi-accounting losses; f) gaming taxes, duties, levies, and regulatory fees; g) currency conversion costs and third-party provider fees; and h) any other costs reasonably incurred by the Company in connection with servicing the referred players. For the avoidance of doubt, NGR shall include only revenue generated by Qualified Players referred by the Affiliate.

1.26 "Parties" means the Company and the Affiliate individually as a "Party" and collectively as the "Parties."

1.27 "Personal Data" means any information relating to an identified or identifiable natural person, directly or indirectly, including information constituting personal data under applicable data protection laws.

1.28 "Qualified Player" or "New Customer" means a first-time customer of the Company who: a) registers an account through the Affiliate's tracking link or promotional code; b) successfully passes all applicable KYC, AML, sanctions, and security checks; c) makes a first qualifying deposit in accordance with the Company's requirements; and d) is not the Affiliate, its employees, relatives, agents, representatives, or any person acting on behalf of the Affiliate. The Company reserves the right to determine whether a player qualifies as a Qualified Player and may exclude players involved in fraud, self-referrals, duplicate accounts, bonus abuse, collusion, money laundering, sanctions violations, or other prohibited activities.

1.29 "Restricted Territory" means any jurisdiction in which the Company does not accept players, is prohibited from offering its services, or where promotion by Affiliates is prohibited under Applicable Laws or Company policy.

1.30 "Revenue Share" means a Commission model under which the Affiliate receives a percentage of Net Gaming Revenue generated by Qualified Players referred by the Affiliate.

1.31 "Self-Referral" means any registration, deposit, wagering activity, or gaming activity conducted directly or indirectly by the Affiliate, its employees, family members, agents, representatives, nominees, or related parties for the purpose of generating Commission.

1.32 "Sub-Affiliate" means an Affiliate introduced by another Affiliate under a Sub-Affiliate Commission arrangement approved by the Company.

2. Affiliate Rights

2.1 Right to Refer New Customers. Subject to the terms of this Agreement, the Company grants the Affiliate a limited, non-exclusive, non-transferable, revocable, and non-assignable right during the term of this Agreement to promote the Company Websites and refer Qualified Players through approved Affiliate Links and marketing materials. Nothing in this Agreement grants the Affiliate any: a) exclusive territory; b) exclusivity rights; c) ownership rights over referred players; d) rights to player databases; e) rights to player Personal Data; or f) entitlement to Commission from traffic or customers generated by third parties. The Company reserves the right, at its sole discretion, to: a) accept or reject any referred player; b) suspend, restrict, or close player accounts; c) refuse deposits or withdrawals; d) limit player participation; e) restrict services in certain jurisdictions; f) suspend promotions; and g) take any action required for operational, legal, regulatory, security, AML, sanctions, fraud-prevention, or risk-management purposes. No compensation shall be payable to the Affiliate for any action taken by the Company in accordance with this clause.

2.2 License to Use Company Intellectual Property. The Company grants the Affiliate a limited, revocable, non-exclusive, non-transferable, and non-sublicensable licence to use the Company's trademarks, logos, banners, marketing materials, and other Intellectual Property solely for the purpose of promoting the Company Websites under this Agreement. The Affiliate shall: a) use the Company's Intellectual Property only in approved formats; b) comply with all branding and marketing guidelines issued by the Company; c) cease using all Company Intellectual Property immediately upon request or termination of this Agreement. The Affiliate shall not: a) sublicense, transfer, assign, pledge, or otherwise dispose of the licence; b) modify, alter, or distort the Company's branding; c) use the Company's Intellectual Property in a misleading manner; d) register any trademark, domain, social media account, Telegram group, Discord server, application, token, NFT, or digital asset containing the Company's trademarks or confusingly similar variations; e) imply any partnership, agency, ownership, or authority beyond that expressly granted by this Agreement. All Intellectual Property Rights shall remain the exclusive property of the Company.

2.3 Players' Personal Data. The Affiliate acknowledges and agrees that it shall have no access to, ownership of, or rights over any Personal Data relating to players of the Company. All player data, account information, transactional information, analytics, and customer records shall remain the exclusive property of the Company. The Affiliate shall not: a) collect player passwords; b) access player accounts; c) obtain player payment information; d) request KYC documentation; e) process player withdrawals; f) impersonate Company personnel; g) attempt to circumvent the Company's security systems.

2.4 Provision of Marketing Materials. The Company shall use reasonable efforts to provide the Affiliate with tracking links, banners, logos, promotional materials, and information necessary for participation in the Affiliate Program. The Company does not guarantee the uninterrupted availability, accuracy, suitability, completeness, or continued availability of any marketing materials.

2.5 Registration and Tracking of Referred Players. The Company shall have sole discretion regarding: a) registration of referred players; b) attribution and tracking methodology; c) acceptance or rejection of player accounts; d) qualification of players for Commission purposes; e) determination of fraud and invalid traffic. The Company's records and tracking systems shall, in the absence of manifest error, constitute the final and authoritative records for determining player activity, Commission calculations, and payment entitlements.

2.6 Affiliate Dashboard and Reporting. The Company shall provide the Affiliate with access to an online dashboard and reporting tools enabling the Affiliate to monitor: a) referred player registrations; b) deposits; c) gaming activity; d) Commission calculations; e) payment history; f) other performance metrics. The Company does not warrant that the dashboard will be continuously available, error-free, or uninterrupted. Temporary interruptions, maintenance, software failures, cyberattacks, blockchain congestion, force majeure events, or third-party provider issues shall not constitute a breach of this Agreement.

2.7 Processing of Affiliate Personal Data. The Company may collect and process personal information relating to the Affiliate and its representatives, including: a) full name; b) email address; c) date of birth; d) residential address; e) country of residence; f) telephone number; g) tax identification information; h) payment details; i) cryptocurrency wallet information; j) KYC and AML documentation; k) corporate ownership and beneficial ownership information. Such information may be processed for: a) administration of the Affiliate Program; b) fraud prevention; c) security and account protection; d) KYC, AML and sanctions compliance; e) tax reporting obligations; f) payment processing; g) business relationship management; h) legal and regulatory compliance.

2.8 Right to Receive Commission. Subject to full compliance with this Agreement, the Affiliate shall be entitled to receive Commission in accordance with the applicable Commission Structure and payment provisions of this Agreement. The right to receive Commission is conditional upon: a) compliance with these Terms and Conditions; b) provision of all requested KYC and verification documents; c) generation of valid traffic and Qualified Players; d) absence of fraud, self-referrals, bonus abuse, sanctions violations, or prohibited activities. The Company reserves the right to withhold, adjust, reverse, offset, or cancel Commission in accordance with this Agreement.

2.9 No Ownership of Referred Players. The Affiliate acknowledges that all referred players become customers of the Company and that the Affiliate acquires no ownership rights, goodwill rights, database rights, customer rights, or proprietary interests in any referred players, player accounts, player data, or revenues generated by such players.

2.10 Remedies for Breach. In the event of an actual or suspected breach of this Agreement, negligence, fraud, misconduct, sanctions concerns, AML concerns, or failure by the Affiliate to comply with its obligations, the Company shall have the right, at its sole discretion, to take one or more of the following actions:

a) Suspension — suspend the Affiliate Account and participation in the Affiliate Program for the period necessary to investigate the suspected breach. During any suspension period, all Commission payments may be withheld.

b) Withholding of Commissions — withhold any Commission or other payments arising from or relating to: i. specific campaigns; ii. traffic sources; iii. marketing channels; iv. content; v. referred players; vi. transactions; or vii. any activity reasonably suspected of violating this Agreement.

c) Set-Off and Indemnification — retain or offset any amounts reasonably required to: i. satisfy indemnification obligations; ii. recover losses suffered by the Company; iii. cover fraud losses; iv. cover chargebacks; v. cover sanctions exposure; vi. cover regulatory penalties; vii. cover legal costs; or viii. recover damages arising from the Affiliate's conduct.

d) Termination — immediately suspend or terminate the Affiliate Agreement and close the Affiliate Account.

e) Clawback of Funds — require repayment of Commissions previously paid where such Commissions resulted from: i. fraud; ii. self-referrals; iii. bonus abuse; iv. invalid traffic; v. tracking manipulation; vi. multi-accounting; vii. money laundering; viii. sanctions violations; or ix. material breach of this Agreement.

f) Abandoned Funds — where the Agreement is terminated and funds remain unclaimed in the Affiliate Wallet for a period of three (3) months following termination, the Company reserves the right to treat such funds as abandoned and may forfeit such amounts in accordance with Applicable Laws and internal policies.

The Company may additionally report suspicious activity to competent authorities where required by Applicable Laws.

2.11 Audit and Investigation Rights. The Company may require the Affiliate to provide information regarding: a) traffic sources; b) marketing methods; c) ownership structure; d) beneficial owners; e) sub-affiliate arrangements; f) payment methods; g) advertising accounts; h) websites, channels, and social media properties. Failure to cooperate with any investigation may result in suspension, withholding of Commission, or termination of this Agreement.

2.12 Non-Exclusive Remedies. The rights and remedies set out in this Agreement are cumulative and not exclusive. The exercise of one remedy by the Company shall not prevent the exercise of any other rights or remedies available under this Agreement, Applicable Laws, or equity.

3. Commission And Payment

3.1 Entitlement to Commission. Subject to the Affiliate's full compliance with this Agreement, the Affiliate shall earn Commission in accordance with the applicable Commission Structure. The Company reserves the right, at its sole discretion and upon reasonable notice, to: a) amend Commission percentages; b) modify Commission formulas; c) introduce new Commission models; d) discontinue existing Commission models; e) amend qualification criteria; f) amend NGR calculations; and g) modify payment procedures. No amendment shall apply retroactively unless required for fraud prevention, regulatory compliance, AML obligations, sanctions obligations, technical errors, or manifest error.

3.2 Calculation and Payment Schedule. Commission shall be calculated at the end of each calendar month. Unless otherwise agreed in writing, Commission payments shall be made monthly in arrears and no later than the twentieth (20th) day of the following calendar month. The Company may delay, suspend, or withhold payment where: a) fraud investigations are ongoing; b) KYC documentation is incomplete; c) sanctions screening is pending; d) AML investigations are pending; e) technical or payment provider issues occur; f) payment details are inaccurate; g) disputes exist regarding traffic quality or Commission calculations; or h) the Company reasonably suspects any breach of this Agreement.

3.3 Payment Methods and Verification. Commission may be paid through: a) cryptocurrency; b) bank transfer; c) payment processors; d) affiliate platforms; or e) any other payment method approved by the Company. The Company may require the Affiliate to complete: a) KYC verification; b) source of funds verification; c) source of wealth verification; d) tax verification; e) wallet ownership verification; and f) enhanced due diligence procedures, before any withdrawal or payment is processed. Failure to provide requested documentation may result in delayed, suspended, withheld, or cancelled payments.

3.4 Minimum Payment Threshold. Unless otherwise agreed in writing, a minimum balance of EUR 100 (one hundred euros) in approved Commission must be accumulated before payment becomes due. Balances below the minimum threshold shall roll forward to subsequent months.

3.5 Errors and Adjustments. If an error is identified in Commission calculations, the Company reserves the right to: a) correct the error; b) make supplemental payments for underpayments; c) reclaim overpayments; d) offset future payments; e) reverse incorrectly credited Commission; and f) recalculate Commission where fraud, technical errors, manifest errors, or incorrect attribution have occurred. The Company's records and reporting systems shall, in the absence of manifest error, be final and authoritative.

3.6 Commission Restructuring. The Company may, at its sole discretion, offer the Affiliate alternative Commission arrangements, including but not limited to: a) Revenue Share; b) CPA; c) Hybrid models/structures; d) Flat Fees; e) Tiered commissions; f) Sub-Affiliate commissions; and g) bespoke commercial agreements. Any revised or modified Commission arrangement shall become effective only after written agreement between the Parties.

3.7 Negative Carryover. Unless otherwise agreed in writing, negative Net Gaming Revenue balances may be carried forward and offset against future positive balances. The Company may waive negative carryover for selected Affiliates at its sole discretion.

3.8 Cryptocurrency Payments. Where Commission is paid in Cryptocurrency: a) exchange rates shall be determined by the Company at the time of payment; b) blockchain network fees may be deducted where applicable; c) payment processor fees may be deducted where applicable; d) the Company shall not be responsible for losses caused by incorrect wallet addresses provided by the Affiliate; e) the Affiliate assumes all risks associated with Cryptocurrency volatility, network congestion, and blockchain delays.

3.9 Taxes. All Commission payments are exclusive of Value Added Tax (VAT), Goods and Services Tax (GST), withholding taxes, and any other applicable taxes, duties, levies, or governmental charges. The Affiliate shall be solely responsible for: a) reporting all Commission income; b) paying all applicable taxes; c) obtaining necessary tax registrations; and d) complying with all tax reporting obligations in its jurisdiction. The Company may request tax documentation, invoices, residency certificates, source of funds information, or any other information necessary to comply with Applicable Laws and may withhold payments where required by law.

3.10 Acceptance of Commission Payments and Disputes. Acceptance or withdrawal of Commission payments by the Affiliate shall constitute full and final settlement of all amounts due for the relevant reporting period. If the Affiliate disputes any Commission calculation, payment, or balance, the Affiliate must notify the Company in writing within fourteen (14) calendar days from the date on which the relevant payment or report became available and provide reasonable details of the dispute. Failure to raise such dispute within the above period shall constitute the Affiliate's irrevocable acceptance of the Commission calculation and payment for the relevant period. The Company's internal records, databases, and reporting systems shall be considered final and authoritative in the absence of manifest error.

3.11 Inactive Affiliate Accounts. Where an Affiliate has not referred a new Qualified Player for a period of twelve (12) consecutive months, the Company reserves the right to review, suspend, amend, or terminate any special Commission arrangements, including bespoke Revenue Share percentages, CPA agreements, and Hybrid arrangements.

4. Affiliate Programme Terms And Conditions

4.1 CPA Qualification Criteria. Under a CPA Commission Structure, the Affiliate shall receive a one-time payment for each Qualified Player that satisfies all criteria determined by the Company, including but not limited to: a) successful registration; b) successful completion of required KYC, AML, sanctions, and security checks, where applicable; c) first qualifying deposit meeting the minimum threshold; d) compliance with minimum wagering, gameplay, or activity requirements; e) absence of fraud, bonus abuse, chargebacks, sanctions issues, or prohibited activity. The specific qualification requirements applicable to each CPA agreement shall be agreed in writing between the Company and the Affiliate.

4.2 CPA Conversion Window. A player shall qualify for CPA payment only if the player's First Time Deposit (FTD) is completed within ninety (90) days of registration. Deposits made after the expiration of the ninety (90) day period shall not qualify for CPA Commission unless otherwise agreed in writing by the Company.

4.3 Excluded Players. The following players shall not qualify for CPA payments: a) fraudulent players; b) self-referred players; c) bonus abusers; d) duplicate accounts; e) multi-account users; f) chargeback customers; g) self-excluded players; h) sanctioned individuals; i) money laundering suspects; j) players involved in collusion or abuse of Company promotions. The Company reserves the right to reverse, reclaim, offset, or cancel CPA payments already made in respect of such players.

4.4 Prohibited CPA Traffic. The Company does not pay CPA Commission for: a) incentivized traffic; b) cashback schemes; c) revenue-sharing arrangements with players; d) CPA sharing with players; e) traffic generated through bots; f) traffic generated through deceptive or misleading methods; g) arbitrage traffic; h) schemes designed to exploit bonuses or promotions; i) traffic generated through methods intended to manipulate the Company's gaming systems. The Company reserves the right to determine, acting reasonably and in good faith, whether traffic qualifies for CPA purposes.

4.5 Branded Traffic and Brand Bidding. Unless expressly approved in writing, the Company does not pay CPA Commission for players acquired through: a) brand bidding; b) trademark bidding; c) typo domains; d) trademark infringement; e) unauthorized use of Company Intellectual Property; f) misleading advertisements using the Company's brand; g) registration of domains, social media accounts, Telegram groups, Discord servers, applications, or digital assets containing the Company's trademarks or confusingly similar variations. The Company may, at its sole discretion, apply reduced Commission rates, suspend CPA payments, or reject such traffic entirely.

4.6 Late Conversions After Termination. Following termination of this Agreement, players who complete their First Time Deposit within thirty (30) days from the effective termination date may still qualify for CPA payment, provided that: a) the player registered before termination; b) the Affiliate did not breach this Agreement; c) the termination was not due to fraud, misconduct, invalid traffic, brand abuse, or material breach. If the Agreement is terminated due to fraud, invalid traffic, brand abuse, money laundering concerns, sanctions violations, or material breach by the Affiliate, no late conversions shall be payable.

4.7 Chargeback and Fraud Adjustment Period. The Company reserves the right, for a period of up to six (6) months following the payment of CPA Commission, to reverse, reclaim, offset, withhold, or cancel CPA payments where referred players are subsequently found to have: a) committed fraud; b) engaged in bonus abuse; c) initiated chargebacks; d) participated in money laundering activities; e) violated sanctions requirements; f) engaged in multi-accounting or collusion; or g) otherwise failed to satisfy the qualification requirements. The Company may suspend CPA payments pending fraud, AML, sanctions, or compliance investigations. This clause shall survive termination of this Agreement.

5. High-Roller Policy

5.1 Definition of High-Roller. For the purposes of this Agreement, a High-Roller means a Qualified Player who generates a negative Net Gaming Revenue ("NGR") of at least USD 10,000 (ten thousand United States Dollars), or the equivalent amount in another currency, during any calendar month. The Company reserves the right to amend this threshold from time to time upon reasonable notice.

5.2 Application of the High-Roller Policy. Where the aggregate Net Gaming Revenue generated by an Affiliate during a calendar month is negative by USD 2,000 (two thousand United States Dollars), or the equivalent amount in another currency, the High-Roller Policy shall apply:

5.2.1 The negative Net Gaming Revenue generated by a High-Roller shall be carried forward and attributed solely to that specific High-Roller.

5.2.2 The negative balance generated by a High-Roller shall not be offset against the positive Net Gaming Revenue generated by other referred players.

5.2.3 The carried-forward balance may not exceed the total aggregate negative Net Gaming Revenue attributable to the relevant brand and Affiliate account during that reporting period.

5.2.4 Future positive Net Gaming Revenue generated by the same High-Roller shall be applied to reduce the carried-forward negative balance.

5.2.5 The negative balance of a High-Roller shall not be increased by future negative periods unless the player again satisfies the High-Roller qualification threshold.

5.3 Fraud and Exceptional Circumstances. The Company reserves the right to: a) exclude fraudulent activity; b) adjust High-Roller balances arising from bonus abuse; c) disregard balances resulting from technical errors; d) investigate suspicious activity; e) apply additional safeguards where necessary to protect the integrity of the Affiliate Program; f) suspend Commission payments pending investigations. The Company's determination regarding the application of the High-Roller Policy shall be made reasonably and in good faith.

6. Confidentiality

6.1 Confidential Information. During participation in the Affiliate Program, the Affiliate may receive Confidential Information concerning the Company's business, operations, products, technology, marketing strategies, commercial arrangements, player information, Commission structures, software, analytics, databases, reports, and other proprietary information. All such information shall be treated as strictly confidential.

6.2 Non-Disclosure. The Affiliate shall not disclose, publish, distribute, transfer, copy, reproduce, or otherwise make available any Confidential Information to any third party without the Company's prior written consent.

6.3 Permitted Use. The Affiliate shall use Confidential Information solely for the purposes of participating in the Affiliate Program and for no other purpose.

6.4 Public Statements. The Affiliate shall not issue any: a) press release; b) public announcement; c) interview; d) social media statement; e) marketing communication; f) case study; g) testimonial; or h) public disclosure regarding participation in the Place.bet Affiliate Program, without the Company's prior written consent. The Company may require prior approval of the exact wording and content of any public statement.

6.5 Survival. The obligations contained in this section shall survive termination of this Agreement and shall remain in force for five (5) years following termination, or for such longer period as required by Applicable Laws.

7. Term And Termination

7.1 Term. This Agreement shall commence on the date the Affiliate is approved by the Company and shall continue until terminated in accordance with this Agreement.

7.2 Termination by Notice. Either Party may terminate this Agreement at any time by providing thirty (30) days' prior written notice to the other Party. Email communication shall constitute valid written notice.

7.3 Immediate Termination by the Company. The Company may immediately suspend or terminate this Agreement without notice where the Affiliate: a) commits fraud; b) generates invalid traffic; c) engages in self-referrals; d) engages in bonus abuse; e) breaches Applicable Laws; f) breaches sanctions requirements; g) damages the Company's reputation; h) commits a material breach of this Agreement; i) fails KYC or AML checks; j) refuses to cooperate with investigations.

7.4 Affiliate Obligations Upon Termination. Upon termination of this Agreement, the Affiliate shall immediately: a) remove all banners, logos, trademarks, creatives, promotional materials, and other Company Intellectual Property; b) deactivate and remove all Affiliate Links, tracking links, promo codes, referral URLs, and redirects; c) cease representing itself as an Affiliate of the Company; d) immediately cease all use of the Company's Intellectual Property Rights; e) return or permanently destroy all Confidential Information and copies thereof unless retention is required by Applicable Laws. The Company may verify compliance with these obligations and may withhold payments pending such verification.

7.5 Commission Following Termination. Unless otherwise expressly agreed in writing, no Commission shall accrue in respect of: a) new registrations occurring after termination; b) traffic generated after termination; c) new deposits occurring after termination; d) new players referred after termination. For players referred prior to termination, Revenue Share shall continue only where: i. the Affiliate has not materially breached this Agreement; ii. termination was not due to fraud, invalid traffic, brand abuse, or misconduct; iii. the Company has not exercised any contractual right to terminate future Revenue Share entitlement. CPA payments shall be payable only in accordance with the applicable CPA provisions. Where termination results from fraud, self-referrals, invalid traffic, bonus abuse, money laundering concerns, sanctions violations, or any material breach by the Affiliate, all unpaid Commission may be forfeited.

7.6 No Guaranteed Lifetime Revenue Share. The Company does not guarantee perpetual or lifetime Revenue Share arrangements. The Company reserves the right to modify Commission structures, inactive account policies, and commercial terms upon reasonable notice, provided such changes are applied in good faith and in accordance with this Agreement.

8. Miscellaneous

8.1 Disclaimer. The Affiliate Program, Company Websites, marketing materials, tracking systems, and Commission arrangements are provided on an "AS IS" and "AS AVAILABLE" basis. The Company makes no express or implied warranties, including warranties of: a) merchantability; b) fitness for a particular purpose; c) uninterrupted availability; d) accuracy; e) compatibility; f) non-infringement; g) profitability. The Company does not warrant that: a) Company Websites will be continuously available; b) the Affiliate Platform will be error-free; c) tracking systems will be uninterrupted; d) software defects will not occur; e) blockchain transactions will be processed without delays. In the event of discrepancies between the Affiliate Dashboard and the Company's internal records, the Company's records shall prevail in the absence of manifest error.

8.2 Indemnity and Limitation of Liability. The Affiliate shall indemnify, defend, and hold harmless the Company, its shareholders, directors, officers, employees, affiliates, contractors, and representatives from and against any claims, losses, liabilities, damages, costs, expenses, penalties, fines, and legal fees arising from: a) breach of this Agreement; b) violation of Applicable Laws; c) negligence, fraud, misconduct, or intentional wrongdoing; d) infringement of third-party rights; e) unlawful advertising or marketing activities; f) spam, privacy breaches, or data protection violations; g) sanctions violations or money laundering activities; h) use of unauthorized creatives, trademarks, or Affiliate Links. To the maximum extent permitted by law, the Company shall not be liable for indirect, incidental, consequential, special, or punitive damages, loss of profits, revenue, business opportunities, or goodwill, loss of data, Cryptocurrency price fluctuations, blockchain delays, or third-party payment processor failures. The Company's aggregate liability under this Agreement shall not exceed the amount of Commission paid to the Affiliate during the six (6) months preceding the event giving rise to the claim.

8.3 Non-Waiver. No failure or delay by the Company in exercising any right, power, or remedy shall constitute a waiver. Any waiver must: a) be in writing; b) be signed by an authorized representative of the Company; and c) expressly identify the provision being waived. A waiver of one breach shall not constitute a waiver of any subsequent breach.

8.4 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency relationship, franchise, employment relationship, fiduciary relationship, or representative office.

8.5 Force Majeure. Neither Party shall be liable for delays or failures resulting from events beyond its reasonable control, including cyberattacks, blockchain failures, internet outages, government actions, sanctions, wars, civil unrest, natural disasters, labor disputes, epidemics, pandemics, and third-party service interruptions. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement.

8.6 Assignment. The Affiliate may not assign this Agreement without the Company's prior written consent. The Company may freely assign, transfer, novate, or delegate this Agreement to affiliates, subsidiaries, successors, purchasers of assets, acquirers of the business, or entities within its corporate group.

8.7 Severability. If any provision of this Agreement is invalid or unenforceable, it shall be modified or severed to the minimum extent necessary without affecting the remaining provisions.

8.8 Governing Language. This Agreement is drafted in English. In the event of any inconsistency between translations, the English version shall prevail.

8.9 Modification of Terms and Conditions. The Company may amend this Agreement, Commission Structures, payment terms, NGR calculations, fraud-prevention measures, Restricted Territories, and operational procedures at any time upon reasonable notice. Continued participation in the Affiliate Program shall constitute acceptance of such modifications. The Company shall not be required to obtain the Affiliate's consent for modifications necessary to comply with Applicable Laws, licensing obligations, regulatory requirements, fraud prevention measures, sanctions requirements, or security considerations.

8.10 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.

8.11 Electronic Acceptance. By creating an Affiliate Account or participating in the Affiliate Program, the Affiliate acknowledges that it has read, understood, and agreed to be legally bound by this Agreement.

8.12 Survival. The following provisions shall survive termination: Confidentiality, Intellectual Property Rights, Indemnification, Limitation of Liability, Taxes, Payment Adjustments and Clawbacks, Fraud Investigations, Governing Law, Dispute Resolution, and any provision intended by its nature to survive termination.