Affiliate Program Agreement

This Affiliate Program Agreement (the “Agreement”) will apply to your (the “Affiliate” or “You”) and Clovers Limited. (the “Company”) engagement for referral of potential Qualifying Customers to the Company’s Site(s), as further detailed herein. By accepting this Agreement and/or opening an Affiliate Account with the Company and/or using a Tracker, Affiliate agrees to this Agreement, as updated from time to time. It is clarified that this In addition to the above, the Affiliate shall not commence any activity hereunder until (i) the Affiliate receives the Company’s written confirmation that his Affiliate Account with the Company has been successfully opened, and (ii) the Affiliate and the Company shall have agreed in writing on the CPA rates applicable to Affiliate’s engagement with the Company hereunder (the “Commercial Terms”). If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its Associates (to the extent applicable) to this Agreement, in which case the term “Affiliate” shall refer to such entity and its Associates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement, open an Affiliate Account and you shall not be allowed to use or access our Services and/or to open an Affiliate Account and/or use a Tracker. Furthermore, by accepting this Agreement, Affiliate represents and warrants that any and all information which Affiliate provides to Company under the engagement hereunder, is true, accurate and complete and that Affiliate shall update Company promptly if and when any part of such information will change. We may make available to you (including by posting on our website(s)) and change, from time to time, additional policies, terms of use or similar documents with respect to the use of our Services or which govern the engagement hereunder, and/or specific features (the “Policies”). Any reference herein to this Agreement shall include also any such Policies, as they may be from time to time. Affiliates’ continued engagement hereunder following the making of such Policies available, shall be deemed Affiliate’s acceptance of any such Policies, as they may be from time to time. 1. General; Definitions In this Agreement, the following terms and words shall have the following meanings unless stated otherwise: 1.1 “Associate” means, with respect to any person or entity, any person or entity that controls, is controlled by, or is under common control with such person or entity. 1.2 “Affiliate Account” means an account opened by Affiliate at http://www.sweepse.com. 1.3 “Banners” and “Text Links” means the graphical artwork or text that includes tracker IDs that are made available by the Company to Affiliate and that Affiliate may use to connect customers to the Company’s Services from Affiliate’s website or using other marketing materials, all subject to and in accordance with the terms of this Agreement. 1.4 “Brand” means the Company’s brands used in association with Company’s Services from time to time. 1.5 “Dedicated Site(s)” means any online website or platform that is directly or indirectly owned, operated, controlled or used for the purpose hereof by Affiliate from time to time and each of its related pages, through which a customer can be referred by Affiliate to the Company. 1.6 “Fees” means the amount due and payable to Affiliate, as calculated based solely on the Company’s data and in accordance with the terms of this Agreement, the attached Exhibit A and the Commercial Terms. 1.7 “Fraud Traffic” means traffic generated through illegal means or any other action committed in bad faith to defraud us (as determined by the Company at its sole and absolute discretion), regardless of whether or not it actually causes any harm to Company, including without limitations, any traffic created by automatic or other non-human means, bots or other malicious software, incentivized traffic, payments using stolen credit/debit cards, payments using false information of credit/debit cards, payment fraud (including without limitation money laundering/illegal money transfers), collusion, cheating, manipulation of any service or system, promotional abuse, creation of false accounts for the purpose of generating fees or getting any other benefits (including without limitation the use of any account that belongs to another person or entity), circumventing or attempting to circumvent any of the Company’s security measures, unauthorized use of any third-party accounts, non-compliance with any laws, regulations, regulatory requirements or the terms and conditions of this Agreement, amounts demanded by credit card providers to make good the loss on fraudulent or disputed transactions, and any other invalid or fraudulent traffic. 1.8 “Group” means the Company and any Associates or other related companies of the Company collectively. 1.9 “Intellectual Property Rights” means any rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade, brands or business names (including without limitation domain names), utility models, registered designs, copyright (including rights in computer software (including source/object codes)), moral rights, database rights (whether or not any of these is or are registered and including applications for registration), know-how, trade secrets and rights of confidence and all other intellectual property rights and rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof. 1.10 “Marketing Materials” means Banners and Text Links and any other marketing materials that have been provided or otherwise made available to Affiliate by the Company and/or pre-approved by the Company, which Affiliate may use in Affiliate’s activities hereunder, provided they do not infringe this Agreement and any applicable law as is currently in force or as shall be amended from time to time. 1.11 “Company’s Marks” means any marks currently or in the future in use by Company in its operations, and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of such marks or any other name or mark owned from time to time by the Company or any company within the Group. 1.12 “Qualifying Customer(s)” means any person who is (i) referred to the Site by way of the Affiliate’s Tracker, (ii) over 18 (or higher if the appropriate legal age for the participation in the Services is as such in the applicable jurisdiction); (iii) located in the Territory; (iv) has not been a customer of the Company before and/or did not have an account with the Company before; (v) is accepted as a customer by Company under any applicable registration and identity verification procedure and/or other procedures which the Company may require; (vi) is not Affiliate, its Associates, or any employee, contractor or immediate family member of any of the foregoing, related to any other Qualifying Customer either by name, IP address or otherwise; (vii) has transferred to the Company a first time purchase payment (the “FTP”) within thirty (30) days from the date of registration of the customer’s account with the Company, and has transferred to the Company at least the minimum purchase requirement set forth in the Commercial terms within thirty (30) days from such FTP, and (viii) has fulfilled any other qualification criteria that may be agreed in the Commercial Terms and/or that the Company may introduce from time to time. Company reserves the right to alter the above-mentioned qualifying criteria at any time by virtue of written notice to Affiliate and/or placing notice on the Site and/or amending this Agreement. 1.13 “Restricted Channel” means anything which is (or could reasonably be deemed to be): pornographic or sexually explicit, firearms, gambling, alcohol, tobacco, recreational drugs, medicinal cannabis (all whether in text or in graphics) or any other illegal or unethical activities. 1.14 “Services” means any product or service offered to customers on the Company’s Site(s) from time to time. 1.15 “Site(s)” means the website(s) and any other online site or platform that are listed in the Commercial Terms, and each of their related pages through which a customer accesses the Company’s Services. 1.16 “Spam” means any email or other electronic communication the Affiliate sends out that markets, promotes or that otherwise refers to the Company, the Site or the Services from time to time, or that contains any Marketing Materials, the Company’s Marks or Trackers and that breaches any applicable anti-spam laws or regulations. 1.17 “Territory” means the the states of the United States of America only, but excluding the following states: (i) Alabama, (ii) Georgia, (iii) Idaho, (iv) Kentucky, (v) Michigan, (vi) Montana, (vii) Nevada, (viii) Washington, (ix) Connecticut, (x) Delaware and (xi) Louisiana (xii) New Jersey, (xiii) Connecticut (xiv) West Virginia, (xiv) Pennsylvania (xivi) Maryland;provided, however, that the Company may, at any time, exclude a territory from the Territory by virtue of written notice to Affiliate and/or placing notice on the Site and/or amending this Agreement. 1.18 “Tracker(s)” means the unique Tracking URL that the Company provides exclusively to Affiliate, through which the Company tracks Qualifying Customers referred to the Site(s) by Affiliate and calculates the resulting Affiliate Fee. 1.19 “Tracking URL” means a unique hyperlink or other linking tool for referencing the Company’s Site(s) or Services through which Affiliate refers potential Qualifying Customers. 2. Marketing Activities and Responsibilities Affiliate shall, solely within the Territory, and solely in such States within the Territory where social casino utilizing sweepstakes are not restricted, market to and refer potential Qualifying Customers to the Site(s). Affiliate shall be solely liable for the content and manner of such marketing activities. All such Affiliate’s activities hereunder must be professional, proper, compliant with applicable laws (including any laws in relation to the content and nature of any advertising or marketing and including any privacy and data protection laws) of any relevant jurisdiction and otherwise comply with the terms of this Agreement. Affiliate shall not directly or indirectly, nor shall Affiliate authorize, allow, assist or encourage any third party, including but not limited to end users who use the Services, to do any of the activities specified in Exhibit B. The Company reserves the right to monitor Affiliate’s activities and the traffic referred to the Company by Affiliate, to verify compliance with the terms of this Agreement. Without derogating from Affiliate’s liability therefore, Affiliate must immediately report to the Company any violation by it of the restrictions on its activity set forth in this Agreement and/or any Fraud Traffic. 3. Approved Marketing Materials In providing the marketing activities referred to in Section 2, Affiliate shall only use the Marketing Materials. Affiliate shall not modify the Marketing Materials or the Company’s Marks in any way without the Company’s prior written consent. Affiliate shall only use the Marketing Materials in accordance with the terms of this Agreement, any Policies the Company provides to Affiliate on the Company’s Site or otherwise from time to time and any applicable laws and regulations. During the term of this Agreement, the Company grants Affiliate a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling Affiliate’s obligations under this Agreement. See also our Affiliate Guidelines attached as Exhibit C to this this Agreement, which are mandatory and constitute an integral part of this Agreement. 4. Competitive Marketing 4.1 Affiliate shall not market the Site and/or the Company or the Company’s Services or the Company’s Marks in any way whatsoever, unless such activities are approved in writing by the Company (i) on any website on which the Company promotes any of the Site; (ii) on or through any Internet search engine on or through which the Company promotes any of the Site; and (iii) in any other manner that results in Affiliate competing with the Company in relation to the promotion of any of the Site or (iv) otherwise where the Company request that Affiliate cease the same. 4.2 Affiliate undertakes, with respect to any Qualifying Customer of which Affiliate holds any identifying detail (such as email, phone number, physical address), that it shall not, and shall not assist any third party to, during the Term and thereafter: (1) direct such Qualifying Customer to any third party which provides, directly or indirectly, products and/or services which compete with the products and/or services provided by the Company (a “Competitor”), (2) provide any data regarding such Qualifying Customer to a Competitor, directly or indirectly, and/or (3) otherwise interfere with the relationship of the Company with such Qualifying Customer. 5. Representations of the Affiliate 5.1 Affiliate warrants that Affiliate has no legal, commercial, contractual or other restriction, which precludes Affiliate from performing its obligations pursuant to this Agreement. 5.2 Affiliate shall, if necessary for the provision of the Services, provide, to the Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, including for the purpose of the Company’s verification of Affiliate’s compliance with this Agreement: 5.2.1 Access to the Affiliate’s premises, data and other facilities as required by the Company (such access to be agreed with Affiliate’s reasonable co-operation); and 5.2.2 all documents, information, items and materials in any form (whether owned by the Affiliate or a third party) reasonably required by the Company in connection with the provision of the Services. 5.3 Affiliate is solely responsible for any telecommunications networks and Internet access services and other consents and permissions required in connection with Affiliate’s activities hereunder. 5.4 The Company does not monitor content provided or made available in or through Services and/or Site(s), nor does it screen or has any control over such content. 6. Customer Information The Company reserves the right to refuse service to any potential customer and to freeze and/or terminate the customer account of any customer, at any time, in the Company’s sole discretion. All data relating to the customers shall, as between Affiliate and the Company, remain the Company’s exclusive property and Affiliate acquires no right to such information except pursuant to the Company’s express written instructions. 7. Intellectual Property, Trademarks and Domain Names 7.1 Affiliate acknowledges that the Company and/or its affiliates and/or licensors and any other members in the Group, own all Intellectual Property Rights comprised in any and all of the Marketing Materials, the Company’s Services, the Site(s), any content that may be provided through any of the foregoing, and the Company’s Marks, including any derivative, modification, enhancement, adaptation, translation or any other change of, or addition to the aforementioned whether made by the Company or Affiliate, alone or with others (the “Company IP”). Any use of any trademark, domain name or trade name that contains, is confusingly similar to or is comprised of the Company’s Marks (other than in accordance with the terms of this Agreement) without the Company’s prior written permission shall be unauthorized and further may constitute Fraud Traffic. Affiliate agrees that all use by Affiliate of the Company’s Marks including any use of a domain name that includes the Company’s Marks or marks confusingly similar to the Company’s Marks inures to the Company’s sole benefit and that Affiliate shall not obtain any rights in the Company’s Marks as a result of such use. Affiliate shall not register or attempt to register any trademarks or names that contain, are confusingly similar to or are comprised of the Company’s Marks. Affiliate hereby agrees to transfer any domain names or trademark application or registrations in respect of the Company’s Marks or marks confusingly similar to the Company’s Marks Affiliate may hold or control to the Company upon demand. Affiliate further agrees not to attack or challenge the Company’s ownership of and title to the Company’s Marks in any way. 7.2 Assignment. Affiliate irrevocably assigns to Company all right, title, and interest in and to the Company IP. Affiliate shall not, directly or indirectly, attempt to invalidate for any reason whatsoever, or assert, or assist the assertion by others, that the rights, title or interest in the Company IP belong to Affiliate and/or any third party, or that they infringe the Intellectual Property Rights of others. 8. Reports 8.1 The Company’s shall track and report Qualifying Customers activity for purposes of calculating Affiliate’s Fee, and such reports shall be conclusive. The form, content and frequency of the reports may vary from time to time in the Company’s sole discretion. 8.2 In general, Affiliate shall receive a monthly report with Affiliate’s payment indicating the number of new Qualifying Customers that signed up that month per Tracker and/or the total amount due to Affiliate after any deductions or set offs that the Company are entitled to make under this Agreement. In addition, daily reports may be available online for Affiliate to view new Qualifying Customers per Tracker. The Company hereby excludes any and all liability for the accuracy or completeness of any such reports. | 9. Payments 9.1 Fees. Subject to Section 8.2 (minimum payment) below, Fees shall be paid to Affiliate on a calendar month basis. 9.2 Minimum Payment and Time of Payment. The Fee for any calendar month shall be paid into Affiliate’s Fee account within 60 (sixty) working days (Net30) of the close of such calendar month on presentation by the Affiliate of commercially valid invoice. The Company may impose reasonable restrictions on the frequency and amounts that can be redeemed out of Affiliate’s Fee account for administrative convenience and/or to protect the security of Affiliate’s account. 9.3 Holdover for Fraud Traffic. In the event that, in the Company’s sole discretion, the Company suspects any Fraud Traffic, then the Company may delay payment of the Affiliate Fee to Affiliate while the Company investigate and verify the relevant transactions. The Company is not obligated to pay Affiliate Fee in respect of Qualifying Customers who, in the Company’s sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that the Company determines any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in the Company’s sole discretion the Company may (without prejudice to any other right or remedy the Company may have): (i) pay the Affiliate Fee in full, (ii) recalculate them in light of such suspected Fraud Traffic, (iii) forfeit Affiliate’s future Affiliate Fee in respect of Fraud Traffic (as appropriate), and/or (iv) demand to be reimbursed any Fees already paid in respect of Fraud Traffic. 9.4 Method of Payment. All payments to Affiliate shall be due and payable in United States Dollars or such other currency as the Company shall determine, regardless of the currency any Qualifying Customers assigned to Affiliate’s Tracker may have traded in. Payment shall be made by cheque, wire, SWIFT or any other method as the Company in its sole discretion may decide; however, the Company shall use reasonable endeavors to accommodate Affiliate’s preferred payment method. Payments hereunder may be made by the Company or any Associate of the Company, as may be notified from time to time by Company to Affiliate. Charges for wires or courier charges for cheques shall be covered by Affiliate and deducted from Affiliate’s Fees. For the avoidance of doubt, the Company has no liability to pay any currency conversion charges or any charges associated with the transfer of monies to Affiliate’s Fee account. 9.5 Customers Tracking. Affiliate understands and agrees that potential Qualifying Customers must link through using Affiliate’s Tracker ID in order for Affiliate to receive Affiliate Fee. In no event are shall the Company be liable for Affiliate’s failure to use Trackers. Notwithstanding any other provision herein, the Company may at any time and in the Company’s sole discretion alter the Company’s tracking system and reporting format. 9.6 Disputes. If Affiliate disagrees with the monthly reports or amount payable, Affiliate must not accept payment for such amount and immediately send the Company written notice of Affiliate’s dispute. Dispute notices must be received within 30 (thirty) days of the date the Company made available Affiliate’s monthly report and if such notice is not received within 30 (thirty) days, Affiliate’s right to dispute such report or payment shall be deemed waived and Affiliate shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from the Company by Affiliate shall be deemed full and final settlement of Affiliate’s Fees due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of Affiliate’s Fees, the Company reserves the right to correct such calculation at any time and to reclaim from Affiliate any overpayment made by the Company to Affiliate. Company’s final decision with respect to any dispute shall be final. 9.7 Money Laundering. Affiliate shall comply with all applicable laws in relation to money laundering and/or the proceeds of crime. 9.8 Taxation. All taxes due in connection with any payments to Affiliate are Affiliate’s sole liability. Affiliate is responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of Affiliate’s income under this Agreement and for collecting and paying the income tax and social security contributions in respect of Affiliate’s staff, if Affiliate has any staff. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable, Affiliate is responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the Services are provided and Affiliate acknowledge that the payments that Affiliate receives shall be deemed to include all VAT or sales tax or turnover tax. 10. Term and Termination 10.1 Term. This Agreement shall be effective from the date that Affiliate accepts this Agreement, until such time as this Agreement expires or is terminated in accordance with its terms (the “Term”). 10.2 Termination by Affiliate. Affiliate may terminate this Agreement, with or without cause, immediately upon written notice to the Company. 10.3 Termination by Company. The Company may terminate this Agreement or without terminating this Agreement as a whole, any specific Trackers, without cause at any time, upon written notice to Affiliate that the Company may send by email to such email address Affiliate has provided to the Company or by any other means Affiliate may have provided to the Company. In the event that Company terminates the Agreement as a whole, the Company shall be entitled to automatically render any Trackers inoperative. For the avoidance of doubt, on termination of this Agreement Affiliate shall no longer receive any Affiliate Fees whatsoever (whether CPA or Profit Share). If the Company terminates a specific Tracker, Affiliate shall no longer receive any Affiliate Fee through that Tracker, however, Affiliate’s remaining Trackers shall not be affected. 10.4 Suspension by Company. In any circumstance where the Company is entitled to terminate this Agreement or terminate any specific Tracker, the Company may at its sole discretion and without prejudice to the Company’s further rights and remedies, suspend the Agreement or any specific Tracker. During the period of any suspension, the Company may withhold the payment of any Affiliate Fees that relates to any affected Trackers. Payment of any withheld Affiliate Fees shall be made to Affiliate on the lifting of the suspension. 10.5 Effect of Termination. The following shall apply where the Company terminates this Agreement: 10.5.1 Affiliate shall stop promoting the Site(s) and all rights and licenses given to Affiliate under this Agreement shall terminate immediately. 10.5.2 Affiliate shall return or delete (and certify such deletion) all confidential information and cease use of any of the Company’s Intellectual Property Rights including any Marks and the Marketing Materials. 10.5.3 Affiliate shall remove any and all promotional, advertising and marketing activity from the Affiliate Dedicated Site(s) or any other medium of the Affiliate in relation to this Agreement. 10.5.4 The Company may leave open, redirect or deactivate any Trackers in the Company’s sole discretion without any obligation to pay Affiliate for customers who subsequently become Qualifying Customers. 10.5.5 Provided that the Company has paid or shall pay to Affiliate such sums as are due at the date of termination and that shall be subject to any rights the Company has to make deductions hereunder, the Company shall have no further liability to pay Affiliate any further sums. 10.5.6 Any provisions which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose, including but not limited to Section 1 (General; Definitions), Section 15.5 (Confidentiality), Section 13 (Indemnification), Section 12 (Limitation of Liability), Section 7 (Intellectual Property, Trademarks and Domain Names), Section 11 (No Warranties), Section 15 (Miscellaneous). 11. No Warranties THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO EACH ELEMENT OF THE COMPANY’S SITE(S) OR ANY CONTENT OR COMPLIANCE, PRODUCTS OR SERVICES OR ANY OTHER ITEMS AVAILABLE THEREIN OR RELATED THERETO OR THAT THE COMPANY’S SITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO THE COMPANY BY THIRD PARTIES) SHALL BE ERROR-FREE OR UNINTERRUPTED OR COMPLETE OR ACCURATE OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, SUITABILITY AND NON INFRINGEMENT OF ALL OR ANY OF THE FOREGOING, WHICH IS PROVIDED “AS IS”. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER THE COMPANY (NOR THE COMPANY’S PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE(S) AND/OR THE SERVICES CAN LAWFULLY BE OPERATED IN ANY PART OF THE TERRITORY. COMPANY RESERVES ANY AND ALL RIGHTS NOT EXPRESSLY GRANTED TO AFFILIATE UNDER THIS SECTION AND UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, THE RIGHT TO SUSPEND, CLOSE ANY ACCOUNT, MODIFY, REMOVE, OR ADD TO THE SERVICES AND/OR SITE(S). 12. Limitation of liability The Company’s obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Site(s) or Services other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event shall the Company be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether the Company has been advised of the possibility of such loss) including any loss of business, revenue, profits or data. The Company’s liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the lower of: (i) the revenues generated and payable to Affiliate in relation to the Site(s) that the dispute relates to over the previous three (3) months at the time that the event giving rise to the liability arises, and (ii) US$ 500. However, nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury arising as a result of that party’s negligence or for fraud. 13. Indemnification Affiliate shall defend, indemnify and hold the Company and its affiliates, and their respective shareholders, officers, directors, employees and representatives harmless on demand from and against any and all claims, suits, actions, disbursements (actual or contingent), demands, liabilities, obligations, injuries, penalties, fines, losses, damages, costs and expenses (including reasonable legal fees or regulatory fines levied by any competent regulatory authority) resulting or arising (directly or indirectly) from: (i) Affiliate’s breach of this Agreement; (ii) any of Affiliate’s acts or omissions (a “Claim”). 14. Set off Without prejudice to any other rights or remedies available to the Company under this Agreement or otherwise, the Company shall be entitled to set off any payments otherwise payable by the Company to Affiliate hereunder, against any liability of Affiliate to the Company, including any claims the Company has against Affiliate resulting from or arising from, Affiliate’s breach of this Agreement. 15. Miscellaneous 15.1 Notices. All notices relating to this Agreement shall be given by email. Notices to a party shall be sent to the email address provided by such party (or as subsequently updated by such party to the other party in the event of change). Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission. 15.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between Affiliate and the Company under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement. 15.3 Publicity Related to the Agreement. Affiliate (and its associates, employees, agents, and consultants) shall not, without the prior written consent of the Company, issue any press releases, articles, brochures, advertisements, prepared speeches or other public announcements related to this Agreement. 15.4 Non-Exclusive. Affiliate understands that the Company may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to Affiliate in this Agreement and that such affiliates may be similar, and even competitive, to Affiliate. Affiliate understand that the Company may re-direct traffic and users from any of the Sites to any other online site that the Company deem appropriate in its sole discretion, without any additional consideration or compensation to Affiliate. 15.5 Confidentiality. As an Affiliate, Affiliate may receive confidential information from the Company, including confidential information as to the Company’s marketing plans, marketing concepts, technology, customers, suppliers, partners, financials and structure, and other non-public, proprietary, confidential and/or trade secret information (the “Confidential Information”). The Confidential Information is confidential to the Company and constitutes the Company’s proprietary trade secrets. Affiliate shall not disclose Confidential Information to third parties or use Confidential Information other than for the purposes of this Agreement and only to an employee or agent that has a need to know basis and that is bound by written confidentiality obligations at least as strict as those contained herein and in any case not without the Company’s prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required). Affiliate shall keep the Confidential Information confidential using the same degree of care it uses to protect its own confidential information, which shall not be in any event less than a reasonable degree of care. Affiliate shall return all Confidential Information upon request by the Company, for any reason whatsoever, within five (5) days of such request and immediately upon termination of this Agreement and Affiliate shall provide the Company with a written certificate, evidencing the destruction of the Confidential Information. It is agreed that if Affiliate fails to abide by its obligations under this Section, the Company will be entitled to seek and immediate injunctive relief in any court of law, in addition to any other rights and remedies available to it at law or in equity or under this Agreement. Confidential Information shall be deemed to be exclusively owned by Company. 15.6 Assignment. Except where Affiliate has received the Company’s prior written consent, Affiliate may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of Affiliate’s obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee. Company may assign this Agreement or its rights and obligations hereunder without limitations. 15.7 Amendments. The Company may modify any of the terms of this Agreement at any time, at its sole discretion, by either (i) emailing Affiliate a change notice or (ii) by posting the new version of the Agreement on the Company’s Site(s). Except in the case of modifications relating to fraud prevention or compliance with the law, or where there is a mistake in the Agreement, which shall be effective on the date of posting or the sending of such notice (whichever is the earlier), all modifications to the Agreement shall only take effect 14 days after the date of posting or sending of any such notice (whichever is the earlier). It is Affiliate’s responsibility to visit the Company’s website frequently to make sure Affiliate is up to date with the latest version of the Agreement and its provisions. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement. If Affiliate has not terminated this Agreement within the said 14 day period it shall be deemed as if Affiliate has accepted the modification. In addition, Amendments to the Agreement may be made whenever regulatory developments or changes needs to be implemented or other circumstances, at the sole discretion of the Company, give rise to execute such amendments. The Company shall notify Affiliate of such amendments, as stipulated under this Agreement. 15.8 Governing Law. This Agreement (including any variation or modification thereto) shall be governed by and construed in accordance with the laws of the State of Israel, conflicts of law principles notwithstanding. Affiliate irrevocably agrees that the competent courts of Tel Aviv, Israel shall have exclusive jurisdiction to determine any claim, dispute or matter arising out of, or in connection with, or concerning this Agreement or its enforceability and Affiliate waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. Nothing in this Section shall limit the right of the Company to take proceedings against Affiliate in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. 15.9 Severability. 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 shall be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof. 15.10 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this clause, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud. 15.11 No Waiver by Company. If there is a breach of any provision of this Agreement, it shall not be considered as a waiver of any of the Company’s rights or remedies with respect to any subsequent breach of the same or any other provision of this Agreement and Affiliate shall be estopped from raising a contrary claim against the Company. Exhibit A – Affiliate’s Fees Affiliate shall be entitled to be paid based on a Profit Share scheme, CPA scheme or a combination of both, as shall be agreed upon by the parties in writing in the Commercial Terms, and as may be updated from time to time by written agreement of the parties. In the event Affiliate commits any breach of the Agreement and/or otherwise violates any guidelines and/or restriction on Affiliate’s activities under this Agreement, then Affiliate shall not be entitled to any fee under this Agreement. Profit Share In the event the parties agree upon a profit share model, the Affiliate will earn referral fees based on the number of first time purchasing Qualifying Customers delivered per month, calculated according to the percentages agreed between the parties in the Commercial Terms, as may be updated from time to time by the Company and subject to the applicable players meeting any minimum purchase and/or other playing requirements determined in the Commercial Terms, as may be updated from time to time by the Company. The Profit Share is calculated as a percentage out of the following: Purchases – Redemptions – Admin Fee* – Transaction Fees** – Chargebacks “Purchases” means the aggregate amount (USD) spent by the Qualifying Customer on the Site in the relevant month. “Redemption” means the aggregate amount (USD) successfully paid by the Company to the Qualifying Customer in the relevant month. ”Admin Fee” means fees covering Game Vendor Fees, Platform Fees and Licensing Fees. ”Transaction Fees” means Payment processing fees The profit share percentage will be determined in the Commercial Terms, as my be updated from time to time by the Company, based on the number of first time purchasing Qualifying Customers referred by Affiliate within the month the Profit Share is paid for. In the event the parties agree upon a profit share model, then such profit share shall be paid during such period determined in the Commercial Terms, but, in any event, not more than 24 months following the Qualifying Customer’s FTP, and further provided, however, that in the event that during any three (3) month period the number of FTPs made by customers referred to the Site by way of the Affiliate’s Tracker is less than 10, then, the profit share profit share percentage of Affiliate thereafter shall be automatically reduced to 10%. CPA In the event the parties agree upon a CPA payment model, then the Affiliate will be entitled for such payment in respect of a Qualifying Customer only upon the first registration of such Qualifying Customer in one of the Sites and provided that such Qualifying Customer has met Company’s then minimum play policies for affiliates (including without limitations any minimum purchase requirement) as shall be determined in the Commercial Terms, as my be updated from time to time by the Company. Any subsequent activities of such Qualifying Customer will not entail any payment to Affiliate. A CPA payment will be paid to Affiliate only once for each Qualifying Customer, regardless of the number of Sites and/or number or type of activities performed by such Qualifying Customer. CPA shall be paid in accordance with the parties agreement in the Commercial Terms, as my be updated from time to time by the Company. The Commercial Terms may include certain cap on FTP, in which case Affiliate’s fee shall not exceed such cap. GENERAL The following additional terms and conditions pertain to both the CPA model and the profit share model commission structures: 1. The Company retains the right to change the fees and method of calculation of fees, by 12 hour advance written notice to the Affiliate. 2. The Company retains the right to limit the maximum fee that the Affiliate may be entitled to during a certain period, by 12 hour advance written notice to the Affiliate. 3. If the account is in a negative position (e.g. because total Qualifying Customer redemptions have exceeded total Qualifying Customer purchases) a balance of zero will be carried over to the following month i.e. negative balances will NOT be carried over from month to month. 4. Referral fees will be based upon the Company’s calculation based on the Company’s statistics. 5. Company retains the right to pass on any financial costs to Affiliate’s account that Company may incur due to fraudulent activity by Qualifying Customers that have signed up at our Sites, through Affiliate’s efforts. 6. A chargeback is when a credit card-holder discovers irregular transactions made on his/her Credit/Debit Card that were not authorized by him/her. The credit card-holder can request his/her bank to reverse these charges. Chargebacks relate to fraudulent use by a third party of the credit card holder’s card or card number. 7. Should a Qualifying Customer process a chargeback, the chargeback for that Qualifying Customer will be deducted from the Affiliate’s earnings, and therefore deducted from the total balance due to the Affiliate for the current month. 8. Should the deduction of the chargeback amount exceed your current amount due, the Affiliate’s balance will then revert to a negative balance, and Affiliate will have to work its way back to zero before it can start earning again. 9. Unlike with a Qualifying Customer making a big win, which only lasts one month, a chargeback will remain active until the revenue generated by Affiliate’s other Qualifying Customer has covered the amount due. 10. In the event that a new purchasing Qualifying Customer (on the Profit Share Model) make a chargeback in the month that he signs up, this Qualifying Customer will not qualify as a purchasing Qualifying Customer when calculating commission. 11. Affiliate shall not earn any commission on account of Affiliate’s own customer account nor on the customer account/s of its Associates, employees, contractors, or immediate family members of any of the foregoing. Exhibit B Restrictions 1. Marketing of the Site through any channel other than: 1.1 Organic search engine optimization (SEO) 1.2 Paid search ads (PPC) within the Policies. 1.3 Social media platforms (subject to Company’s prior written approval) 1.4 Email marketing (with opted-in lists) 1.5 Influencer partnerships (subject to Company’s prior written approval) 1.6 ASO (subject to Company’s prior written approval) 1.7 UAC (subject to Company’s prior written approval) 2. Use of pop-up or pop-under ads without the Company’s prior written approval. 3. Cookie stuffing, defined as placing multiple tracking cookies on a user’s browser without the user’s consent. 4. Any attempt to generate clicks through deceptive means, including but not limited to click fraud or false impressions. 5. hiding, obfuscating, or misrepresenting referral links. All referral links must be clear and easily identifiable. 6. Making any inaccurate representation regarding promotions or bonuses or misleading claims or deceptive practices. 7. Any Spam. 8. Place Marketing Materials on any online site or other medium where the content and/or material on such the website or medium is potentially libelous, malicious, discriminatory (including but not limited to discrimination on the grounds of race, religion, gender, sexuality or otherwise), obscene, offensive, unlawful, criminal, un ethical, a Restricted Channel or violent (including but not limited to the depiction of violence) or that is, in the Company’s sole discretion otherwise unsuitable. Affiliate shall also not place Marketing Materials such that they include any direct or indirect references to real-money gambling operations. 9. Place Marketing Materials on any online site or other medium where the content and/or material on such the website or medium contains peer-to-peer file sharing networks, bulletin boards, forums or similar online environments on which unauthorized copyright material is made available for distribution. 10. Act or authorize any third party to act in such a way that interferes with the Site(s) or the Services of the Company being operated in a fair and reasonable manner, consistent with any requirements contained within the Site(s) and/or Services (for example, any interference with the functionality of a game on the Site(s) or Services). 11. Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing of the Company the Site, the Services and/or any part thereof to any persons who are less than 18 years of age (or such higher or lower age as may apply in the jurisdiction that Affiliate is targeting). 12. Make available the Site(s) and/or Services to any end user or customer located outside of the Territory. Affiliate shall apply technological and other measures to ensure that Qualifying Customers referred to the Site(s) are not located outside the Territory. 13. Breach any applicable rules, laws or regulation, including, without limitations, relating to electronic marketing, privacy and data protection, consumer protection laws or otherwise. 14. Use Marketing Materials in a manner that may potentially confuse or mislead a customer or potential customer. 15. Include in any Marketing Materials any content without securing the rights to use such content, including without limitations, the use of any brands, the names, picture or voice of any celebrity, songs, texts or video protected by copyrights, etc. 16. Operate not in compliance with Company’s Policies, including, without limitations, with respect to permitted industries, permitted activities, permitted types of ads (including format, placement, size and locations, etc.), as shall be provided by Company to Affiliate from time to time. 17. Place Marketing Materials on any online site or other medium where the content and/or material on such online site or medium: a) infringes any third party’s Intellectual Property Rights; b) copies or resembles the Site in whole or in part; c) disparages the Company or otherwise damages it’s goodwill or reputation in any way or damages the reputation or goodwill of any licensor, supplier or any service provider of the Company. For the avoidance of any doubt, Affiliate shall not infringe, and shall be solely responsible for any infringement of third party’s Intellectual Property in connection with or as a result of Affiliate activity hereunder and shall indemnify Company and its representatives for any damages, costs and expenses incurred by them as a result of the same. 18. sublicense any rights granted pursuant to Affiliate under this Agreement without Company’s prior, written approval which may be granted or withheld at Company’s absolute sole discretion. 19. Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to the Company by any other person. 20. In any way alter, redirect or in any way interfere with the operation or accessibility of the Site or any page thereof or un-install any software of the Services and/or Site(s). 21. Register as a customer on behalf of any third party or authorize or assist (save by promoting the Site and Services in accordance with this Agreement) any other person to register as a customer. 22. Attempt to register Affiliate, its Associates, any employees, contractors, or immediate family member of any of the foregoing as a Qualifying Customer. 23. Offer any cash-back schemes or incentive programs or arrangements such as pay-to-click schemes, without the Companies prior written consent. 24. Take any action that could reasonably cause any customer confusion as to the Company’s relationship with Affiliate or any third party, or as to the ownership or operation of the Site or Service(s) on which any functions or transactions are occurring. 25. Cause any of the Site (or any parts or pages thereof) to open in a visitor’s browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on Banners or Text Links contained in or as part of any Marketing Materials. 26. Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in the Company’s affiliate program. 27. Use any means to promote any website that resemble in any way the look and/or feel of any of the Site whether in whole or in part, nor utilize any such means or website to create the impression that such Site are the Site (or any part of the Site). 28. Drive traffic directly or indirectly through any PPC advertising tool (e.g. Google Adwords) using Company’s trademarks or brands included or as part of search terms. 29. Violate the terms of use and/or any applicable policies of any search engines or other thirdparty website engaged by Affiliate. 30. Attempt to communicate to customers whether directly or indirectly on the Company’s Site to solicit them to move to any online site or for other purposes without the Company’s prior approval including but not limited to via email, chat boards, or spamming. 31. Profit by referring potential customers to the Site, in any other way than is contemplated by this Agreement. 32. use, copy, modify, create derivative works from or distribute the Services and/or Site(s), any part of it/them, or any copy, adaptation, transcription, or merged portion of it/them; 33. decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Services and/or Site(s), or any part thereof; 34. transfer, loan, lease, assign, rent, or otherwise sublicense the Services and/or Site(s); 35. attempt to derive the source code of the Services and/or Site(s); 36. use any aspect of the Services and/or Site(s) or the Company Marks or Marketing Materials in any way that could adversely affect the Company, its licensors’, suppliers and service providers’ reputation or bring them into disrepute; 37. remove any copyright, proprietary or similar notices from any aspect of the Services and/or Site(s) (or any copies of it/them); or 38. operate the Services and/or Site(s) or any part thereof for the benefit of or on behalf of any third party (outside any Affiliate associate as allowed for in this Agreement); including in particular, as a ‘White Label’ service. 39. knowingly access, store, distribute or transmit any malicious code. 40. make or give any representations, warranties or similar promises about the Services and/or the Site(s) to any third party, including Qualifying Customers. Exhibit C – Affiliate Guidelines General 1. The preferred reference to the activity is “A free to play social gaming website/platform, “Social Casino”, “Social Gaming Casino”, “Free to Play Casino”, “Freemium Casino”. 2. Less preferrable descriptions are: “Sweepstakes Casino”, “No Deposit Casino”, “Cash Casino”, “Crypto Casino” or “Online Casino”. 3. The activity does not constitute gambling/betting/real money and should not be referred to as such. 4. We do not sell physical or tangible products. The virtual items which can be purchased are Gold Coin Packages, which include a revocable license to Gold Coins. Gold Coins allow customers to play our Social Games. They can never be exchanged, sold, or transferred to anything of value. The license to use Gold Coins expires after 60 days. 5. Free purchase benefits in Gold Coin Packages may include (subject to change): (i) VIP points to gain access to higher VIP levels, (ii) Access to exclusive games, (iii) Free Sweepstakes Entries, or (iv) Access to Live Chat. What are promotional Sweepstakes? 1. A sweepstakes is a marketing or consumer sales promotion which involves the offering of prizes to participants, where winners are selected by chance and no consideration (purchase) is required. 2. Preferrable descriptions of a promotional Sweepstakes activity: “Free to play”, “No purchase necessary”, “Sweepstakes Promotions”. Required to be mentioned: “Void where prohibited by law”. 3. It is never possible to purchase Sweepstakes entries. The player purchases Gold Coin Packages and may get free benefits on top of that free of charge. 4. The sweepstakes entries can be obtained for free in a number of ways including competitions on social media, daily login rewards, postal requests and as a free benefit with Gold Coin packages. 5. Sweepstakes are a form of marketing; they are not the product. The focus of marketing should be on the products which are free to play social games with the Gold Coins. Sweepstakes can be used as part of the marketing campaign, but the product should be featured too. 6. Creatives should always include the following disclaimer in a legible matter: “No Purchase Necessary. 18+ Void where prohibited by law. See Terms of Service/Terms of Conditions/Terms of Use.” 7. USD / $ values can be only used in relation to the actual prize redemption. You cannot win USD / $.