Terms and Conditions

“Agreement” means the Affiliate Agreement signed for by the Affiliate and the Company and the Application, together with, where applicable, any other contractual instrument concluded between the Parties in relation to the Affiliate Program. To the extent that the said contractual instrument is governed by these Terms and Conditions, any reference to the “Agreement” as included therein shall also mean a reference to these Terms and Conditions. Further, any reference to this “Agreement” in these Terms and Conditions shall also include and refer to such other contractual instrument. For the avoidance of doubt, these Terms and Conditions shall supersede any other terms and conditions applicable to such contractual instrument concluded between the Parties;

“Advertising Material” means any advertising material such as logos, banners, graphics or texts, provided by the Company to the Affiliate to be included on the channels operated by such Affiliate.

“Affiliate” or “you“ means the legal party (whether an individual or a company/corporate entity/organization) who has applied to (and whose information has been submitted in the affiliate application) and has been accepted to the Affiliate Program.

“Affiliate Account” refers to the account that is set up by the Company generated after the Affiliate submits an application to participate in the Palasino Partners Affiliate Program on Mediacle Affiliate platform;

“Affiliate Links” refer to the unique tracking link(s) created by Palasino Partners exclusively for the Affiliate, through which Palasino Partners shall track the volume of Palasino customers directed to the respective site by the Affiliate;

“Affiliate Platform” means the software selected by the Company to record, register and monitor the Affiliate’s activities, business and the activities between the Company and First Time Depositors;

“Affiliate Program” means the collaboration between the Company and the Affiliate, where the Affiliate promotes the Palasino Partners Websites and, in this way, generates new players to the Company.

“Affiliate Website(s)” means the channel(s) such as but not limited to, website(s), application, widget etc. maintained, operated or, otherwise controlled (whether directly, indirectly or through an Affiliate Network) by the Affiliate from which traffic is generated to the Palasino Partners Websites.

“Application“ means the Affiliate’s application to join the Affiliate Program.

“Applicable Laws” means all laws, statutes, regulations, edicts, bye-laws, mandatory codes of conduct and mandatory guidelines, whether local, national or international or otherwise existing from time to time, which are legally binding on either Party and which are applicable to that Party’s rights or obligations under these terms and conditions;

“Brand” refers to the brand(s) operating under the Palasino Partners Affiliate Program;

“Commission“ means the payment due to the Affiliate, calculated based on the number of Referred Customers and/or the revenue generated from these Referred Customers as set out in the commission structure communicated by the Company to the Affiliate.

“Company” refers to Palasino Malta Ltd, a company incorporated in Malta, with registration number C99645 with its registered address at 170, Pater House, Level 1 (Suite A285), Psaila Street, Birkirkara, Malta. References to the Company in these terms and conditions may include other companies within the same company group as the Company and the group to which the company belongs to.

“Confidential Information" means all knowledge, information or materials of whatever nature and in whatever form (whether oral or written) relating to the disclosing party or its business and made available or provided by or on behalf of the disclosing party to the recipient party before, on and/or after the Commencement Date and all analyses and other documents prepared by or for the recipient party which contain or otherwise reflect any such information. It includes Player Data, the terms of the Agreement and information relating to:

• any and all Intellectual Property Rights;
• proprietary technology and products (including inventions whether patentable or not), including technical data, data record layouts, trade secrets, know-how, research, prototypes, improvements, processes, plans, designs, requirements, architecture, structures, models, methods, processes, product plans, databases and database tables, ideas or concepts, products, services, software, inventions, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering and hardware configuration information; and business or financial statements and projections, product pricing and marketing, financial or other strategic business plans, subscriber numbers and forecasts, content providers identity and business models.

“Fraud” any form of fraud committed by an Affiliate or a Referred Customer of an Affiliate, which is:

• illegal in any applicable jurisdiction;
• made in bad faith;

or intended to defraud us or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us or any of the Sites any damage or harm. Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions; violation of money-laundering or other laws and regulations; Spamming; false, misleading or unauthorised advertising or representations; use of stolen credit cards; and unauthorised use of any intellectual property rights (including third parties’ and any of our or the Sites’ rights).

“Intellectual Property Rights” means any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases, and know-how, as well as design rights.

“Links” means the hyperlink on the Affiliate Website(s) to the Palasino Partners Websites.

“Net Revenue” means: the number of real money bets on the Palasino Partners Websites from Referred Customer less (a) the money paid to Referred Customer as winnings, (b) bonuses and/or loyalty bonuses, (c) administration fees, (d) Fraud costs, (e) charge-backs, (f) returned stakes (g) duties or taxes (h) jackpot contribution and (i) any commissions/fees due to third parties for providing/licensing games and/or games software.

“Palasino Partners Websites” means the websites owned and operated by Palasino Malta Ltd . This Includes palasino.com and any other future brand owned and operated by Palasino Malta Ltd.

“Referred Customer” means a customer of the Palasino partners Websites who (i) has opened a new player account after having been referred from the Affiliate Website(s) to the Palasino Partners Websites; and (ii) has made a first deposit on the Palasino partners Websites according to the terms and conditions of the Palasino Partners Websites, but excluding the Affiliate itself, its employees, relatives, and/or friends; and (iii) is not already in the customer databases of the Palasino Partners Websites (for example if the customer has previously closed its account and opened a new one after referral from Affiliate).

“Party/Parties” means Company and Affiliate.

“Privacy Policy” means the privacy policy which can be found on all landing pages of the Palasino Partners Websites.

"Working Day" means every day from Monday to Friday inclusive, excluding public holidays and weekends.

a) The subject matter of the agreement is the inclusion of Advertising Material provided by the Company on the Affiliate’s website or other media platforms operated by the Affiliate (‘Affiliate Website(s)’) in order to establish an advertising cooperation of mutual benefit. Such advertising cooperation is non-exclusive for both parties.

b) The Company shall provide the Affiliate with a variety of Advertising Material to be included on the Affiliate website. The company shall be entitled to change or restrict the Advertising Material or provide new Advertising Material at any time. By including this Advertising Material on the Affiliate website(s), the Affiliate enables the users of his site to access the Palasino partners Websites directly by clicking on the relevant symbol, to play online games of chance.

c) The company shall pay any costs in connection with creation of the Advertising Material. The Affiliate shall pay any costs of the inclusion of the Advertising Material.

a) The Company expressly points out that the advertising of or reference to games of chance can be subject to legal restrictions in some countries or might require a license, or can even be prohibited. The Affiliate understands that the there shall be no entitlement to enter into this agreement and/or to include Advertising Material on its site if the advertising of or reference to online games of chance is not permitted according to the regulations of its country of operation. In this case the Affiliate is not even entitled to complete the application. If the advertising of or reference to online games of chance becomes prohibited after the agreement has been concluded and the application approved, or after the Advertising Material has been included, the Affiliate is obliged to immediately remove the Advertising Material from its website(s) and inform the Company accordingly.

b) If the Company, the Group to which the Company belongs to or, its partners, or else the Affiliate itself face damages or disadvantages of any kind due to the violation of applicable regulations on the advertising of or reference to online games of chance, only the Affiliate shall be liable for these damages and disadvantages incurred, regardless to whom they affect.

c) The Affiliate acknowledges that the operation of its Affiliate Website(s) is on its own behalf and is authorized to dispose of the Affiliate Website(s) without restrictions;

d) By registering for the Affiliate Programme, and / or by accessing and utilising any of the Company’s marketing tools or accepting any reward, bonus or commission, whether contained in the Affiliate Agreement or elsewhere as a part of the Affiliate Programme, it is deemed that the Affiliate:
(i) has read, understood and agreed to be bound to the terms and conditions set out in this Affiliate Agreement and
(ii) is at least 18 years of age (or older if the legal age for gambling is higher than 18 in the territory in which they reside).

e) The Affiliate further agrees to comply with all rules and guidelines concerning marketing issued by the Company from time to time, including but not limited to the Marketing Guidelines, which among other things include mandatory market-specific terms.

f) This Agreement binds the Affiliate once the application has been submitted, but the Affiliate is not accepted to the Affiliate Program until the Company has approved the application.

The Affiliate represent and warrants that:

a) It has the full capacity and authority and all necessary licenses, permits, and consents to enter into Agreement with the company;

b) All information submitted on the Affiliate Application is true, accurate, honest and correct and upon any of the information changing, the Affiliate will immediately notify the Company and, if required resubmit the Affiliate Application;

c) The bank account or payment wallet information provided by the Affiliate is a bank account or payment method belonging to the Affiliate;

d) The Affiliate is allowed according to both local and international legislation to perform the activities set out in the Agreement;

e) It will be subject to sanction and PEP checks and any other compliance checks as the Company shall in its sole discretion at any time deem suitable.

a) The company shall provide an application form which the Affiliate shall complete online and submit electronically to the Company provided that the conditions of clause 3 and 4 are met. It is the Affiliate’s sole obligation to ensure that any information provided during the Affiliate’s Application is correct and valid and shall be kept up to date during the term of the Agreement. To become a member of the Affiliate Program, the Affiliate shall accept these Terms and Conditions by ticking the relevant box in the Application form. The Affiliate Application is an integral part of the Affiliate Agreement.

b) The Company reserves the right not to accept or to refuse applications at its own discretion without any restrictions at any stage of the Application. Only natural persons of legal age will be considered as an Affiliate which applies also to representatives of legal entities. The Affiliate will be informed in writing regarding the acceptance or rejection of the application. The Company requires detailed information and sufficient documentation to verify the information provided by the Affiliate to fulfill its legal and regulatory obligations. This documentation may include, but is not limited to; individual or corporate identification documents, proof of address, tax identification numbers, bank statements, information about directors and key personnel, shareholders and police conducts thereof. The Company reserves the right to perform credit assessments and solvency checks on the applicant. The company reserves the right to require additional information and documents at any time for legal and regulatory reasons. The Affiliate is to comply with such request within the stipulated amount of time (30 days) and failure to do so may result in the Affiliate program being temporarily suspended or closed.

c) After the acceptance of an Application, a unique player-tracking code will be assigned to the Affiliate, which the Affiliate can use to link to the Palasino partners Websites.

a) The Company will record the Net Revenue generated by the Referred Customers, and the total amount of Commission earned to the Affiliate and provide the Affiliate with Commission statistics which the Affiliate can access at any time.

b) The Company will, subject to the Affiliates compliance with the terms of these conditions, pay the Commission to the Affiliate as described in the Agreement.

c) The Company reserves the right to cancel, alter, or close the Affiliate Program, and/or alter the provisions of the Agreement at any time as the Company considers appropriate at its sole discretion.

d) The Company reserves the right to determine, in its sole and absolute discretion, whether a potential Referred Customer shall be accepted or not. The Company shall also in its sole and absolute discretion be entitled to determine whether to close a Referred Customer’s account if it, in the sole opinion of the Company, is necessary in order to comply with national and international regulations, obey the Company’s (or its relevant corporate group’s) policy and/or to protect the interest of the Company, its customers or any third party.

e) The Company shall use and process the following personal data of an Affiliate and/or any Affiliate employee as follows and in accordance with the Privacy Policy; username for the purpose of logging in, email address, name, date of birth, country and address, telephone number, and financial data for the purposes of ensuring a high level of security, fulfilling any Anti Money Laundering legal requirements of the Company (or its group of companies) and for managing the business relationship. Other than business contacts, the Affiliate shall not have access to any information held by the Company relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly).

7.1. The Affiliate hereby warrants and undertakes:

a) to, at its own expense, actively and effectively market and promote the Palasino partners Websites as widely as possible to maximize the benefits of the Parties;

b) to use links, promotions, advertising or marketing material provided solely within the scope of the Affiliate Program, and not to use any other material unless specifically authorized by the Company in writing;

c) that its activities are carried out professionally and lawfully and in accordance with the terms of the Agreement;

d) that it shall always comply with the General Data Protection Regulation (GDPR) and any similar or related privacy legislation applicable to it. This includes, among other things, that the Affiliate shall inform its users about tracking technology used and provide the users with the opportunity to reject such technology;

e) to solely use links provided by the Company within the scope of the Affiliate Program; f) to maintain and develop the Affiliate Website(s);

g) to conduct its business in a way that reflects favourably upon the Company;

h) that its content on the Affiliate Websites neither do nor will contain any material, which is libellous, discriminatory, obscene, unlawful or otherwise unsuitable, or which contains contents of a clearly sexual nature which is not in line with acceptable standards, or which could constitute criminal behaviour, or graphically violent material or discriminating statement or representations based on race, sex, religion, nationality, disability, sexual orientation or age, agitation against persons and businesses, personality hurting statements, defamation, libel and slander of users or third parties, and violation of the rules of fair competition, and copyright infringing content or any other infringements of intellectual property sites;

i) not use anyone who is or appears to be under the age of 25 when marketing and promoting the Company’s services;

j) not to send direct marketing, such as emails, SMS, messenger or other text messages containing links to the Company or Advertising Material without obtaining the company’s prior written approval. By no means the Affiliate will send direct marketing to any individual identified as being a minor or a self-excluded person.
k) not to target any jurisdiction where gambling and/or promotion of gambling is illegal or subject to a license not held by the Company. This currently includes, but is not limited to, the following jurisdictions: Australia, Belgium, China, Croatia, Czech Republic, Democratic People’s Republic of Korea, Denmark, Estonia, Finland, France, Germany, Great Britain, Greece, Guadeloupe, Guyana (French Guiana), Hong Kong, Italy, Iran, Latvia, Lithuania, Martinique, Netherlands, Norway, Poland, Romania, Réunion, Slovakia, Slovenia, Spain, Sweden, Turkey or the U.S.A.

l) not to generate traffic to the Palasino partners Websites through illegal means or Fraud. For the avoidance of all doubt, therefore, neither the Affiliate nor their immediate family or friends may become a Referred Customer, and the Affiliate shall not be entitled to any payment under these terms and conditions and the Agreement concerning such activity. Immediate family in this context means spouse, partner, parent, child, or sibling. For the avoidance of doubt, violation of this provision shall be deemed as Fraud.

m) not to offer rake backs or any other incentives for customers to sign up to any of the Palasino partners website whereby a so-called-rake-back is any form of proportional reward or rebate offered, awarded, provided, facilitated or paid to current referred customers and/or prospective referred customers based on their level of rake contribution, unless approval in writing is obtained. Affiliate accounts offering rake-backs without the required authorization will be deactivated and immediately removed from the Affiliate Program.

n) not to present the Affiliate Website(s) in such a way that it might evoke any risk of confusion with the Palasino partners Websites or convey the impression that the Affiliate Website is partly or wholly originated or incorporated with/from the Palasino partners Websites and/or the Company.
i. The Affiliate is not allowed to use certain key words defined by the Company on search engines unless prior approval in writing is obtained.
ii. The Affiliate is not entitled to use the name of the Company or Palasino or other designations or brands of the company, the Group to whom it belongs to, and its partners except by including the Advertising Material on the Affiliate Website. The Affiliate, in particular, shall not use designations or designs which are similar to those of the Company, the Group to whom it belongs to, and its partners and that might lead to confusion with them. The Affiliate shall not purchase or register keywords, domains, search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service or other search or referral service, which are identical or similar to any of the Company’s trademarks or designs or otherwise include entirely or partially the brand’s trademarks or variations thereof, or include metatag keywords on the Affiliate website which are identical or similar to any of the Company’s trademarks.

o) To ensure that login details provided by the Company are kept confidential, safe, and always secure. Any unauthorized use of login details resulting from the Affiliate’s failure to protect the login information adequately shall be the Affiliate’s sole responsibility. The Affiliate remains solely responsible and liable for all activity and conduct occurring under its user ID and password. The Affiliate shall inform the Company immediately if the Affiliate suspects illegal or unauthorized use of its credentials.

p) To operate the Affiliate Website(s) in compliance with applicable law and in particular in compliance with clause 9 of these Terms and Conditions.

7.2. The Company reserves the right to temporarily suspend the Affiliate’s account and/or deduct money from the Affiliate if any traffic is deemed to have been referred through Fraud or in breach of the terms and conditions of the Agreement, at least until the Affiliate has eliminated the identified breach.

a) The Affiliate shall be eligible to receive on a monthly basis a Commission reflecting the activities of its referred customers.

b) If the Affiliate is paid on a Revenue Share reward plan, it shall be entitled to receive Commission for the lifetime of its referred New Customers until the agreement is terminated. If the Affiliate promotes more than one brand operated by the company, the Revenue Share will be calculated as a total of all promoted brands. If the Affiliate is paid on a different type of reward plan, including but not limited to Cost Per Acquisition (CPA), the Commission shall be specified in a separate agreement which is to be agreed upon by the concerned Parties.

c) Palasino Partners shall provide the Affiliate with reports accessible through its Account at detailing the number of New Customers, New Depositing Customers, Net Revenue and the Affiliate’s Commission which would accrue over the course of the calendar month. Such statements shall in principle be updated daily. At the beginning of a calendar month, the Company shall record the Affiliate’s total Commission from the previous calendar month. Payment will take place only when the Commission has reached the minimum of €200. If it has not reached the minimum amount of €200, it will be accumulated and carried over to the following month(s) until the €200 is reached and/or exceeded and the Company can proceed with the payment. The Commission will be paid in Euro (€).

d) If the Company and its affiliate partner agree to work on a Cost Per Acquisition (CPA) basis, the CPA payment for every qualified new player registration will only be valid if the negotiated minimum first deposit required is met. These minimum baselines will be specified in detail in the additional agreement between the concerned Parties.

e) The Company agrees to pay the Affiliate a Commission which will be calculated on the generated casino net revenue from all tracked customers that have been referred by the Affiliate. Commissions are calculated on Gross Game Revenue as agreed upon in the main agreement (which may be reviewed from time to time at the company's discretion). For the avoidance of doubt, all Net Gaming Revenue amounts mentioned above are only related to Customers referred to Company Website(s) by the Affiliate Website(s).

f) On joining this affiliate program your account will be set to 25% default Revenue Share rising up to 45% based upon the affiliate performance. The commission % received will be calculated on the FTD KPI as follows:

1–10 Players: 25%
11–30 Players: 30%
31–50 Players: 35%
51–100 Players: 40%
101+ Players: 45%

g) The company agrees to pay the Affiliate the Commission in return for the provision of the Affiliate Services in accordance with the Standard Commission Structure and/or any other structure that may be agreed to in writing by and between the Parties.

h) The Affiliate understands and accepts that the amount of the commission and the Affiliate's percentage share of the Net Revenue will vary from time to time depending on the FTDs amount referred to the Website by the Affiliate Site(s) during each calendar month.

i) The commission is calculated at the end of each calendar month and payments shall be made within the first fifteen (15) working days after the end of each calendar month.

j) Commission payments shall be made by the payment method chosen by the Affiliate in the application process. The minimum payout amount is €200. If the commission is lower than the minimum payout amount, the commission will be transferred to the following month.

k) Payment of Commission shall be realized only by the payment method chosen by the Affiliate in the application. Where such payment is unable to be made, due to no fault of the Company, the Company will not be liable for the same and shall not be under any obligation to make payment via an alternative method. The Affiliate acknowledges that requesting that the Company make payment to a source other than the one verified by the Company at the time of the Application (or later if such verification takes place at a later stage) could constitute a breach of anti-money laundering or similar regulations and therefore such requests shall be refused by the Company. The company reserves the right to withhold any payments to the Affiliate due to incomplete and/or inaccurate bank details, pending investigation and/or risk of fraud. All bank charges incurred by transfers and/or their reversals by the recipient’s bank due to incomplete or inaccurate bank details shall be paid by the Affiliate at all times.

l) If an error is made in the calculation of the Commission, the Company at its sole discretion reserves the right to correct such calculation at any time and will immediately pay out underpayment or deduct the overpayment made to the Affiliate in the future commission payment.

m) If the Affiliate disagrees with the balance of the Commission reported, the Affiliate must notify the Company within fifteen (15) working days, presenting the reasons for such dispute on the following email address: accountmanager@palasinopartners.com. Failure to report a dispute within the time limit shall be considered as an irrevocable acceptance of the balance due for the period indicated.

n) The Affiliate’s acceptance of the payment of the Commission shall be assumed to constitute the full and final settlement of the balance due for the relevant period.

o) If the Company suspects the terms and conditions have been breached or Fraud has occurred, payments to the Affiliate may be held over for investigation and the Affiliate account frozen until the Company can validate that there has been no breach of the Agreement. If your account remains frozen as a consequence of this clause for a continuous period of 180 days, in the absence of: satisfactory explanation; or evidence to prove legitimate dealings, funds remaining in the Affiliate account will be removed and the Affiliate account closed.

p) The Affiliate shall return the number of Commissions (plus any further costs of the Company is pursuing any such amounts) received based on fraudulent or otherwise invalid transactions. Such Commissions may be deducted from future commissions until the funds have been paid back in full.

q) The Affiliate takes full responsibility to pay any applicable social security contributions (taxes, levies, fees, charges, and any other money payable both locally and abroad to any tax authority or other competent entity) on the remuneration received under the Agreement. The Company shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall reimburse the Company for any such cost incurred by the Company.

r) If the payment amount received by the Affiliate contains Value Added Tax (‘VAT’), the Affiliate is responsible for submitting the respective amount to the tax authorities in charge.

s) The Affiliate shall not be entitled to a remuneration in the event of a breach of clause 7 and/or 9 of these terms and conditions.

t) The Commission is always subject to these terms and conditions and the agreement. The Company reserves the right to change payment methods at its discretion. For the avoidance of doubt, when calculating the Commission, Referred Customers generated by the Affiliate across all Palasino partners Websites shall be bundled together.

a) Negative commissionable revenue generated in any given month by any customers who the Company, in its sole discretion, determines to be “High Rollers” will be carried forward and offset against future commissionable revenue generated by customers referred by the affiliate until such negative commissionable revenue is cleared. The determination of the criteria to categorize a Player as “High Roller” shall be in the Company's sole discretion, and the Company's sole responsibility in this regard shall be to outline in the most transparent way the categorisation of any customers referred by the Affiliate as the same by way of amendment to these terms and conditions.

b) The Company's current criteria for determining our High Roller policy are:
i. Player generates negative commissionable revenue of at least €10,000, and the aggregate commissionable revenue
in that month (for the casino) for that Affiliate is negative, then such Player shall be deemed to be a High Roller; ii. If both of the above criteria are met then the negative commissionable revenue generated by the High Roller will be carried forward and offset against future commissionable revenue generated by that High Roller;
iii. The negative balance carried forward cannot be set-off against other players' positive commissionable revenue;
iv. The negative balance carried forward cannot be greater than the total aggregate negative commissionable revenue for the affiliate, for that month;
v. If there is more than one High Roller, the negative balance carried forward will be split proportionally between them;
vi. The negative balance of a High Roller will be reduced by future positive commissionable revenue that they generate in subsequent months.

c) If the Affiliate disagrees with the commission and balance due as reported, it shall, within a period of fourteen (14) days from the reporting of the commission and the payment of the balance due, send an email to the Company at accountmanager@palasinopartners.com or such other email address as may have been notified in writing by the Company to the Affiliate and report the reasons of such disagreement. Failure to report within the prescribed time limit shall be deemed consent to the balance due for the period indicated which then shall become final.

d) If the company suffers significant repeated losses from affiliate earnings or in the event of legal/regulatory changes to a market, the company reserves the right to reduce or change the commission rewards plan if the affiliate is unresponsive after seven (7) days (including weekends) since the day of the information sent to the affiliate via their registered email address. The commission change should reflect the amount of loss during past periods and the company is obliged to present statistical evidence to the affiliate representative that clearly and truly reflects the request for such commission change coming into force.

e) In the case of a Reward Plan with a CPA element, the Company reserves the right to withhold CPA payments for customer accounts that are suspended, closed for fraud, self-exclusion or for any other reasons.

f) The Affiliate shall, at any time, have secure access to the Affiliate Platform unless the Company has a duly motivated reason – including but not limited to network and IT maintenance and/or security threats – to block such access.

g) The Affiliate understands and accepts that the real time data in the Affiliate Platform are merely approximate.
At the beginning of the following calendar month, the Company shall provide the Affiliate with a consolidated statement for the previous calendar month containing the aggregated and accurate data related to the Affiliate's Commission. h) The Affiliate understands and accepts that its access to the Affiliate Platform is subject to the highest obligations of confidentiality. Any misuse of such access, whether intentional or not, shall be considered as a breach under the Agreement.

i) All payments due under the Agreement shall be made in Euros. For the avoidance of doubt, all payments shall be made inclusive of VAT, if applicable, and the Affiliate is individually responsible for withholding tax, VAT and any other fees which may apply based on its country of registration.

j) Payments shall be made approximately fifteen (15) Working Days following the end of the month in which the Affiliate's Commission was earned.

k) An invoice must be issued in order for commission to be processed.

l) The Affiliate shall invoice Palasino Malta LTD via email on accountmanager@palasinopartners.com.

m) All invoice payments will be made via chosen payment method.

n) Failure to submit a valid invoice before the seventh (7th) of the calendar month will result in payments being delayed. The invoice should include any VAT at the applicable rate.

o) The Company follows a no negative carryover policy. If an affiliate balance is negative the monthly payable balance of this affiliate will automatically be reset to zero (0) Euro at the beginning of each calendar month. The negative balance of the previous month will not be carried over to the next month.

p) Unless agreed in writing by Palasino Partners, any changes to an Affiliate's Reward Plan will only be applicable to New Customers and not previously referred customers. q) The Affiliate is responsible for ensuring the accuracy of the payment details in its account and/or as specified on its invoices. Any payment(s) made via the payment details listed in the Affiliate Account will be considered as payment made by the Company. Any cost incurred by the Company resulting from incorrect payment details provided by the Affiliate will be deducted from the Commission due to the Affiliate in the next monthly payment cycle in which there is a payment due to the Affiliate.

r) If for any reason the Affiliate has been overpaid, the Company reserves, without prejudice to any other rights, the right to request that the Affiliate refunds the difference, or deduct the corresponding amount of overpayment to the Affiliate from the following month's Commission, and each month thereafter, until the debt is repaid in full.

s) If for any reason the Affiliate has been underpaid, the Company reserves, without prejudice to any other rights, the right to add the corresponding amount of underpayment to the Affiliate's Commission in the following calendar month.

t) If there is a pending payment due to an Affiliate for a period of six (6) months or more as a result of incorrect payment details, missing payment details, invalid or no-longer valid payment details and the Affiliate has not responded to all reasonable contact attempts made by the Company, the payment will be cancelled.

u) The Affiliate must comply with the legal and regulatory requirements in its country of domicile; if it does not, it will not be entitled to receive any Commission based on the activities of its customers.

10.1. By submitting the online application form, the Affiliate warrants that and shall indemnify and hold harmless the

Company for that:

a) the information the Affiliate provides the Company is complete, updated, valid and correct,

b) in the event the Affiliate is a legal person, the person submitting the application has the full right, power and authority to enter into agreement on behalf of such entity. A power of attorney shall be submitted to the Company upon its request.

c) Affiliate’s activities shall at all times fully comply with these Terms and Conditions.

d) Affiliate’s activities shall at all times fully comply with any and all applicable law and applicable law is not violated when the Affiliate fulfils its obligations under the Agreement;

e) Advertising Material will only be used in connection with the participation in this Affiliate Program and information or Advertising Material will not be submitted to third parties;

f) The company’s reputation and business operation will not be damaged.

10.2. The Affiliate acknowledges that it is their obligation to evaluate all applicable laws and provisions relating to the Affiliate’s activities and obligations. It is also the Affiliate’s obligation to comply with all the relevant applicable laws, regulations, and industry practices, regulatory requirements and license conditions as issued by Regulatory authorities that are applicable to the Palasino partners websites. This especially applies to specific advertisement restrictions issued in industry guidelines or codes. The Affiliate shall at all times honor and follow the same rules, particularly with regards to:

a) Minors: The Affiliate shall under no circumstances use the Advertising Material or any other material to target minors, (minors are considered to be any person under the minimum age requirements to participate in online gambling as defined by the national laws of the respective country), meaning advertisement shall not be placed or designed to appeal or could reasonably be held to appeal to children or young people. The Affiliate shall not use Advertising Material on websites or in social media postings in the context of colorful animated characters, that are common in children’s cartoon or movies, such as fairy-tale characters or animals or superheroes. The Affiliate shall refrain from targeting people in the transition from adolescence to adulthood.

b) Responsible Gaming: The Affiliate acknowledges that the Company is placing great emphasis on player protection as well as the prevention of gambling addiction. Hence, the Affiliate will ensure compliance with the applicable laws and regulations relating to responsible gaming advertising in the respective jurisdictions and will always include responsible gaming logos or addiction prevention information as required and will not delete such information from Advertising Material.

c) Anti-Money Laundering (‘AML’) – The company intends to prevent gambling from being a source of crime with regards to the EU AML Directive, local laws on the prevention of money-laundering and financing of terrorism. According to the laws applicable the Company’s AML Policies and Procedure, the affiliate will be required to verify its identity by providing documents and information as requested by the Company. Furthermore, the Affiliate shall inform the company immediately about any suspicious activity in connection with the fulfilment of its obligation under the Agreement, which would provide indications that acts of money-laundering, terrorism financing, fraud or other criminal acts are being planned or carried out.

10.3. Upon the company’s request, the Affiliate will immediately provide written documentation of the Affiliate’s compliance with the respective legal regulations and provide appropriate documentation and information.

a) The Affiliate is granted a revocable, limited, non-exclusive, non-transferable right to display the advertising material provided within the scope of the Affiliate Program on the Affiliate Website(s) for the duration of the Agreement. The Affiliate shall make no other use of the advertising material. The Affiliate shall not be entitled to sub-license or otherwise assign any right of use (in whole or in part) of the rights granted.

b) The design copyright of the Advertising Material and any other information made available under the Affiliate Program, remains exclusively with the Company.

c) The Affiliate shall not post or serve any Advertising Material on any website not owned by the Affiliate. The Affiliate shall not use direct media buyings, third-party networks, framing techniques including but not limited to pop-up/pop-under windows, interstitial ads or assist, authorize any third party to take any such action without the Company’s prior written consent.

d) The Affiliate is not allowed to alter or modify any of the advertising material without the prior written permission of the Company.

e) The Company shall be entitled to change or restrict the Advertising Material or provide new Advertising Material at any moment.

f) During the term of the Agreement, the Links shall be prominently displayed on the Affiliate Website(s) following what is agreed between the Company and the Affiliate.

g) The Affiliate shall not take any action which could confuse the relationship of the Company and/or the Palasino partners Website and the Affiliate.

h) The entitlement for the use of the Advertising Material shall cease upon termination of the agreement.

a) The company shall enter into Agreement on the basis of the design and content of the Affiliate Website on the day of the conclusion of same agreement. The Affiliate’s website or other media platforms operated by the Affiliate website may not be changed, in particular regard to its content and other Advertising Material without the prior express consent of the Company in writing. This shall not apply for insignificant changes.

b) The Affiliate shall include the Advertising Material of its choice provided under the affiliate program on the Affiliate Website. In doing so, a connection shall be created to the Palasino partners Website. The company’s system shall identify the customers that are referred to the website by linking the Affiliate’s unique player code.

c) The Affiliate commits himself to include on its website only Advertising Material in its current valid version and to continuously check individually produced content for correctness and validity. The company does not assume any responsibility or liability for the Affiliate’s failure to update the selected Advertising Material and individual produced content in line with the respective guidelines.

d) The Affiliate is solely responsible for the correct technical inclusion of the Advertising Material. Therefore, only Advertising Material provided under the affiliate program may be used. The Advertising Materials may only be used for the purposes of the agreement on the Affiliate’s website.

e) The Company reserves the right to monitor and perform quality checks on the Affiliate’s Website(s) and their performance to ensure the Affiliate’s compliance with these terms and conditions and the Affiliate accepts to provide the Company with all data reasonably requested to perform such monitoring.

f) The Affiliate bears sole responsibility for the content and the ongoing technical operation of its website, in particular for the link to the Palasino partners websites. The Affiliate shall ensure that the content of the Affiliate website does not violate the rights of third parties or violates the law otherwise.

a) The Agreement may be terminated without cause by either party at any time with immediate effect without giving any prior notice to the other party.

b) Notice of termination shall be sent by email by both parties. Affiliates are to send the email advising of the termination to marketing@palasinomalta.ltd

c) The Company is entitled to terminate the Agreement with immediate effect by giving written notice of termination to the Affiliate if the Affiliate violated essential obligations of this terms and conditions or if the execution of the agreement is not permitted by law or has become inadmissible. If the Company stops offering its online gaming services through the Palasino partners Websites, the Agreement will be terminated automatically.

d) The Company reserves the right to terminate the Agreement with immediate effect by giving written notice of termination to the Affiliate in the following cases:
i. Any breach of the Affiliate Terms.
ii. The Company identifies suspicious betting patterns that suggest activity where Referred Customer(s), are benefiting, for instance, from incentives from the Affiliate to recoup losses and/or other fraudulent activities. The Company also reserves the right to withhold any earnings accumulated from such gameplay.
iii. Bankruptcy, insolvency, or liquidation is instituted by or against the Affiliate, or if the Affiliate ceases to do business in the ordinary course.

e) On the termination of the Agreement, the Parties agree that all rights and licenses granted to the Affiliate under the Agreement shall immediately terminate, and the Affiliate will cease the use of any trademarks, service marks, logos and other designations of the Company. Mainly, the Affiliate must remove all references to the Palasino partners Websites from the Affiliate Website(s) and close any promoting or marketing activity relating to the Palasino partners Websites. The Affiliate shall have no right of retention.

f) On the termination of the Agreement, the Affiliate will be entitled to already earned, and unpaid Commissions after the effective date of termination provided that the termination is not based on a breach by the Affiliate. The Company is entitled to set off outstanding commissions against claims against the Affiliate if applicable.

g) Upon termination of the Agreement, the Affiliate will not be entitled to any reimbursement for any advertising, market development, investments, leases, or other costs incurred before or after any termination of such Agreement.
h) Upon the termination of the Agreement, the Affiliate is obliged to return to the Company all sorts of Confidential Information and advertising materials.

i) A termination will not relieve the Affiliate from any liability arising from any breach of these terms and conditions, which occurred before termination.

j) Clauses by their nature intended to survive the termination of the Agreement, including but not limited to, Clauses 8 and 10 shall remain in force after termination.

k) The Company wants to work with the best and most active Affiliates and because of this the Company may, at its sole discretion, opt to implement a minimum volumes requirement to the Affiliate account. Such minimum volume requirement, if implemented by the Company, shall operate as follows: the Affiliate shall be obliged to send a minimum of 2 Referred Customers in any given month. In the first month where the Affiliate fails to send 2 Referred Customers (“the Minimum Volume Amount”), the Commission shall be reduced by 50%. If the Affiliate then fails in the following month to send the Minimum Volume Amount, their Commission shall be set to 0% until the Minimum Volume Amount is met. For the avoidance of all doubt, for any period where the Company applies the Minimum Volume Amount to any Affiliate Account, the payments shall be made for those periods in accordance with this clause and such payment shall be in full and final settlement for the relevant periods. No further notice is required by the Company to invoke this provision. The Company reserves the right to terminate the agreement in case of inactivity. The Company perceives an Affiliate to be inactive if the Affiliate fails to produce the minimum amount of Referred Customers in 3 consecutive months or in 6 months within a 12 month period. If a Referred Customer is deemed to be inactive, the Company may de-activate the Affiliate, so that the Affiliate will not be entitled to remuneration. The Company regards a Customer as inactive after 3 months without activity at the latest.

a) Any confidential information, particularly, business and financial information shall be treated confidentially at all times and shall be used for the purpose of the agreement and not used directly or indirectly for the party’s own economic or any other purposes, or passed to third-parties.

b) The Affiliate’s obligation in regards to confidentiality is extended to its legal successor, it’s employees and any third parties whom the Affiliate may use to fulfil its contractual duties including but not limited to its professional representatives or advisors and shall survive the termination of the Affiliate Agreement.

c) Confidential information will not be deemed to include:
i. Any information that is or becomes generally available to the public other than as a direct of indirect result of disclosure of any of such information by the Affiliate or by any of the Affiliate’s representatives.
ii. Information which is generally known or may become known via generally accessible sources, however not being the sources of the relevant party.

d) All parties shall be absolved from confidentiality if either party is obliged to pass information to third parties if there is a judicial order, if the information is passed on to persons bound by professional confidentiality, or as may be required by law or any legal or regulatory authority.

e) Confidential Information, email addresses and all user data shall only be used for internal purposes and in compliance with the legal mandates set forth by the GDPR.

f) The Affiliate shall be fully liable for any damages incurred by the Company as a result of breach to the contractual obligations set out under this clause.

g) All Confidential Information provided or made available by the Company under the Agreement shall remain the sole and exclusive property of the Company.

a) The Agreement will not grant either party any right, title to or interest in the Intellectual Property Rights of the other Party. In other words, nothing in the Agreement shall constitute an assignment, transfer, or any other right to any Intellectual Property Rights except for the license expressly set out in the Agreement.

b) All Intellectual Property Rights and any goodwill arising in links and all advertising material, products, associated systems, and software relating to the Palasino partners Websites shall remain the sole property of the Company (or its group companies), and the Affiliate shall have absolutely no rights therein.

c) The Affiliate shall use every effort to safeguard the intellectual property rights of the Company and the owners of the Palasino partners Websites. The Affiliate shall not act in a way which is inconsistent with or undermines the ownership of any of the trademarks contained in the advertising material. The Affiliate shall not use such trademarks as its trade name or company name, attempt to register or challenge any name, mark, design, logo, websites, or other branding material that is similar to or may be confused with Palasino partners Websites and/or of the Company’s intellectual property.

d) The Affiliate shall immediately notify the Company if it becomes aware of any infringement or improper use of the Company’s intellectual property. The Company is not obliged to defend its Intellectual Property rights, but if the Company opts for defending its rights, the Affiliate shall at its own cost and to a reasonable extent assist the Company.

e) The Affiliate may not under any circumstances combine the Company’s intellectual property with third party intellectual property unless expressly permitted. As an example, images or logotypes which are not provided by the Company may not be used in conjunction with the advertisements.

a) The Affiliate shall indemnify on demand and hold harmless the Company and each of its associates, officers, directors, employees, agents, shareholders, and partners from and against any and all losses, demands, claims, damages, costs, expenses, infringement and/or infringement of third party rights by the Affiliate in connection with the Affiliate Program (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) This shall in particular apply to claims that may arise in connection with submission of a warranty claim against the Affiliate, or the non-performance or non-observance of any of the Affiliate’s obligations or warranties specified under the Agreement, or negligent or wilful acts of damage by the Affiliate or any violation caused, directly or indirectly, by negligence or intentional acts or omissions by the Affiliate, or by the unauthorized use of the Company’s Advertising Material or the Affiliate Program.

b) The Affiliate undertakes to reimburse all costs incurred by the Company and its partners as a result of the aforementioned third-party claims. Reimbursable costs include administrative fines, penalties or punitive damages, as well as the costs of proper legal advocacy.

a) Nothing in this clause 17 shall limit the Company’s liability for death or personal injury resulting from negligence or fraud.

b) The Company shall not be liable for any indirect loss or losses, incurred by the Affiliate:
i. Arising from damages due to business interruption,
ii. Arising from or in connection with the loss of revenues, profits, contracts or business or failure to realize anticipated savings;
iii. loss of information, even if such losses should arise from the inability of the Company to operate its Affiliate Program as stipulated in the Agreement, any loss of good will or reputation;
iv. any indirect or consequential losses suffered or sustained by the Affiliate resulting from or in connection with any other matter under the Agreement.

c) The Company makes no warranties or representations regarding the Affiliate program including but not limited to functionality, merchantability, performance, availability or legality and the Company will not be liable for any such consequences of errors or interruptions.

d) The Company makes no guarantee that the Palasino Partners Website or the accessibility of the operation of the Palasino partners Websites will be error-free or without any interruption. The Company shall not be liable to the Affiliate or anyone else for any inaccuracy, error or omission, loss, injury or damage caused in whole or in part by failures, delays or interruptions of the Palasino partners Websites.

The Agreement shall not allow the interpretation of either party as an employee, agent or legal representative of the other party; nor to create any partnership, joint venture, association or syndication among or between the Parties; nor to offer to either party any express or implied right, power or authority to enter into any agreement, commitment or to impose any obligation on behalf of the other party.

a) The Agreement shall be construed in accordance with and be governed by the laws of Malta.

b) Each Party irrevocably submits to the Malta Arbitration Centre, Malta, whom shall exclusively settle any claim, dispute or matter under or in connection with the Agreement and/or its enforce-ability

c) The Affiliate must unless otherwise agreed by the parties, or required by applicable law, treat all information disclosed during the arbitration by or on behalf of the parties and all matters relating to the arbitration (including the existence of the arbitration) and the award, as Confidential Information.

a) Any notice given or made under the Agreement to the Company shall be sent by email to accountmanager@palasinopartners.com. If an email is received after 5.00 pm on a Workday or occurs on any day which is not a Workday, the notice shall be deemed to have been received at 9.00 am on the next Workday. “Workday” shall mean any day which is not a Saturday, a Sunday or a bank or public holiday in Malta.

b) The Company shall send all notices by email to the email address supplied by the Affiliate in the application.

c) The Company and the Affiliate will always work in close cooperation for the mutual benefit of making the Affiliate Program a successful collaboration.

d) The Affiliate may not assign the Agreement or any rights here-under, by operation of law or otherwise, without the prior written consent of the Company.

e) The Affiliate must adhere to all regulations, regardless of whether not explicitly expressed.

f) Neither Party shall be liable to the other for any delay or failure to perform its obligations under the Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labour disputes, strikes, industrial disturbances, acts of terrorism, floods, lightning, utility or communications failures, earthquakes, or other casualty. If such event occurs, the non-performing party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force major event subsists for a period exceeding thirty (30) days, then either party may terminate the Agreement with immediate effect by providing a written notice.