1. This document and the appendices herein (together the “Affiliate Agreement” or “Agreement”) sets out the terms and conditions agreed between:

Inextro B.V., Address: Fransche Bloemweg 4, Willemstad, Curaçao, Registration number: 146616

and

the person/company set out on the relevant application form (hereinafter the “Affiliate”), enabling the Affiliate to join and become a member (if the Affiliate’s application is successful) of the Affiliates Program.

2. The Affiliate shall ensure and undertake that the information provided to the Company when completing the application form is complete, true and accurate in all respects.

3. Once the Affiliate is a member of the Program, it will promote the Brand by using Content on its Site in return for a Commission.

“Affiliate” means any natural and/or legal person who, after having entered into this Agreement.

“Affiliate Account” means the account set up by the Company based on the information provided by the Affiliate in the application form.

“Affiliate Account Manager” means any employee of the Company authorised to manage the business relationship between the Company and the Affiliate.

“Affiliate Site” means the Affiliate’s website, blog, forum, voucher code, email list or other mechanism or method designed or intended to refer Customers to Operators

“Affiliate Programme” means any Affiliate programme available and where the context admits shall include the provisions described or contained in the Operator’s terms and conditions.

“Brand” means Bruce Bet

“Commission” means the compensation due to the Affiliate based on the agreed percentage of Net Revenue (“Revenue Share”), Cost Per Acquisition, or other Reward Plan.

“Company Data” has the meaning given to it in article 9 hereof.

“Company” means Inextro B.V. (8048/JAZ2022-103), Address: Fransche Bloemweg 4, Willemstad, Curaçao, Registration number: 146616

“Confidential Information” means any information of a commercial value, considered essential for both Parties, such as, but not limited to technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, information concerning research, databases, New Customer lists, prospect and New Customer Data, supplier lists, marketing plans, product development, manner of operation or financial condition or prospects.

“Content” means material provided by the Company for the purposes of this Agreement, including, without limitation, text links (including Sub-Affiliate links), banners and other general advertising material.

“Data Processor” has the meaning given to it in applicable Data Protection Laws.

“Data Protection Laws” means any and all applicable data protection and privacy laws including (i) the EU General Data Protection Regulation (Regulation 2016/679); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any and all national laws made under or pursuant to any of the foregoing, in each case as amended or superseded from time to time.

“EU SCCs” means the Standard Contractual Clauses in accordance with the EU Commission Implementing Decision (EU) June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, or any other standard contractual clauses issued by the EU Commission which replace such clauses from time to time.

“Fraud Traffic” means deposits or transactions generated from Customers through illegal means or in bad faith regardless of whether or not it actually causes damage to the Company.

“Goodwill” means the benefit of a business having a good reputation under its name and regular patronage.

“Gross Revenue” means the value of the revenues generated by all customers referred by the Affiliate across all products, after the deductions of costs including but not limited to taxes, betting duties, third party commissions/fees for providing games and game software etc. Revenues generated would be equal to all (settled) bets less wins and in poker would be equal to the rake contributed through each qualified pot in cash ring games and/or the fees charged to customers to compete in poker tournaments. For the avoidance of doubt, any bet that is not accepted for a legitimate reason, at the sole discretion of the Company, shall not be considered a settled bet and shall not be included in the calculation of the Gross Revenue.

“Intellectual Property Rights” or “IPR” means any rights in computer software (including source codes), databases, know-how, design, copyright, trademarks, logos, service marks, domain names, brands, business names and/or all other rights of whatever nature whether registered or unregistered subsisting anywhere in the world, whether now known or created in the future.

“Link” means the link the Company supplies to the Affiliate for inclusion on the Affiliate Site which when clicked on by a Customer identifies that the Customer has been referred by the Affiliate and the relevant Affiliate Programme.

“Net Revenue” means the monthly Gross Revenue after the deduction of costs including but not limited to financial transaction fees, bonuses, loyalty rewards and chargebacks.

“New Customer Data” means any information and data (including Personal Data) relating to New Customers.

“New Customer” means any person that registers with the Brand after clicking on the Content, excluding any person that already exists in the Company’s Brand customer database or that has previously closed a customer account and opened a new one through the Affiliate. A customer will be linked to the last Affiliate who referred the customer to the Company based on the affiliate tracking cookie.

“New Depositing Customer” means a New Customer who has made a first minimum deposit with the Company which is used for bona fide transactions with the aim to establish and enter into a normal commercial relationship with the Company within the framework of the business. The customer registration and the first deposit do not have to be simultaneous.

“Parties” means the Company and the Affiliate (each a “Party”).

“Payment Agent” means any third party appointed by the Company to carry out on its behalf and make payments to the Affiliates.

“Personal Data” means any information relating to an identified or an identifiable natural person (data subject) who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural persons.

“Processing” means any operation or set of operations which is performed on Personal Data such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Products” means the online casino offered by the Company.

“Products” means the betting and gaming products offered by the Company. This includes but is not limited to online sports betting, poker, casino and bingo.

“Reward Plan” means any financial model agreed between the Parties to compensate the Affiliate for its marketing activities.

“Security Breach” means an accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Personal Data.

“Sub-Affiliate” means any natural and legal person who, after having entered into collaboration with the Affiliate, makes space on its website or other media platform available to post Content for the acquisition of New Customers.

“Website” means the website https://brucebet.partners/ and such other linked or associated websites operated by the Company for the promotion of Affiliate Programmes which the Affiliate may advertise and market to Customers via the Affiliate Site.

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

Words importing one gender include all other genders and words importing the singular include the plural and vice versa.

3.1. The Affiliate shall apply to join the Affiliate Programme by completing the registration form on the Website.

3.2. Completion and submission of the registration form shall signify the Affiliate’s acceptance of these Terms and Conditions and any amendments thereto made by the Company from time to time and published on the Website. After the submission of the registration form, the Company reserves the right to verify the Affiliates identity based on the information provided by the Affiliate and reserves the right for obtaining further information from public and other data sources. The Company also reserves the right to request any supporting documents for KYC procedures, both during the registration process and on an on-going basis as required, for the purposes of Customer Due Diligence. Supporting documents required may include (but are not limited to), any or all of the following:

For Individuals: Valid Photo Identification such as: a copy of a valid passport or driving licence. Valid Proof of Address such as: copy of a utility bill , letter of reference from the individuals bank or a copy of a bank statement; not more than 3 months old.

For Companies: a copy of the company’s certificate of incorporation; register of Members & Shareholders, articles of association (or equivalent document); duly approved corporate resolution; certificate of good standing.

3.3. The acceptance or rejection of the Affiliate’s application to join the Affiliate Programme shall be determined by the Company at its sole discretion. If accepted the Agreement shall commence on the Commencement Date and shall continue until terminated in accordance with these Terms and Conditions.

3.4. The Affiliate shall be responsible to ensure that all its Sub-Affiliates and agents which shall fully comply with all the provisions of this Agreement. Any breach by a Sub-Affiliate of the Agreement will be deemed to be a breach of this Agreement by the Affiliate.

4.1. The Company requires third party advertising space to promote the Brand to increase its business, notably via increasing the number of New Depositing Customers, and will, from time to time in cooperation with third parties, negotiate, sign and carry out its affiliate marketing strategy.

4.2. The Company has set itself, the following three objectives when promoting its services and the Brand to customers:

4.2.1 The Company wishes to prevent gambling from being a source of crime and or disorder, being associated with crime or disorder and/or being used to support crime;

4.2.2 The Company intends to protect children and vulnerable persons from being harmed and/or exploited by gambling.

4.3 The Affiliate acknowledges that it will respect the above objectives and agrees that it will act at all times in a manner that is consistent with these objectives during the Term of this Agreement.

4.4. The Affiliate acknowledges that the Company holds a gambling licence in Curacao and is subject to such laws and regulations that relate to promotion of gambling and specifically promoting gambling and soliciting bets. The Affiliate acknowledges that it may be jointly responsible with the Company to the gambling or advertising authority for any promotion or advertising done on behalf of the Company that is not in compliance with the laws and regulations.

4.5. The Affiliate further confirms that it operates the Site, where the Content will be placed, under its own name and that it is fully and without restrictions authorised to dispose thereof.

4.6. With respect to the European Union Fifth Anti-Money Laundering Directive, Curacao laws on the prevention of money laundering and financing of terrorism, the Affiliate will be required to verify their identity by providing copies of personal and, where applicable, company identification and registration documents.

4.7. Unless otherwise agreed in writing by the Parties, each Party shall remain exclusively responsible for all and any expenses (including investment and/or running costs) incurred in respect of the obligations it undertakes under this Agreement and will have no right of recourse against the other Party in respect thereof.

Brand Protection

5.1. During the Term of this Agreement, the Affiliate shall use its reasonable endeavours to display the most up to date Content on the Affiliate Site in a manner and location agreed by the Parties. The Affiliate shall not alter the form or operation of the Content without the Company’s prior written consent.

5.2 At all times the Affiliate agrees to be bound by the Company’s Compliance Guidelines and Notices which may be provided by the Company from time to time.

5.3. The Affiliate agrees to give the Company reasonable assistance in respect of the display, access to, transmission and maintenance of the Content.

5.4. Any advertising material (of any kind whatsoever) created by the Affiliate and related to the Company shall require the Company’s prior written approval.

5.5. The Affiliate shall ensure that it does not place any Content on pages of the Affiliate Site targeting individuals under the legal gambling age, assist or encourage others to market and promote any Content, the Brand and the Company’s services to anyone under the legal gambling age.

5.6. The Affiliate shall not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical or similar to any of the Company’s trademarks or any other Brand belonging to the Company, or variations thereof in the “domain name”, (i.e. after any prefixes but before the top level domain suffix), or include metatags on the Affiliate Site which are identical or similar to any of the Company’s trademarks. The Affiliate shall not create pages falsely representing any Brand in any social media channels (including, but not limited to, Facebook, Twitter etc.).

5.7. The Affiliate’s and the Company’s employees, related corporations, partners, agents, contractors, representatives and suppliers (including themselves, their friends, immediate family members, spouses, partners and housemates) are not eligible to participate in the Program.

5.8. The Affiliate shall not:

a) directly or indirectly offer any person or entity any incentive (including but not limited to money) to access the Site and use the Content on the Affiliate Site (e.g. by implementing any “rewards” program for persons or entities who use such content);

b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to the Company by any person or entity;

c) use any device, robot, spider, software, routine or other method (or anything in the nature of the foregoing) to interfere or attempt to interfere with the proper functioning of the Products and/ or the Company’s websites or any related information or transactions;

d) engage in transactions of any kind on the Company website on behalf of any third party, or authorise, assist, or encourage other third parties to do so;

e) take any action that could reasonably cause any confusion as to the Company’s relationship with the Affiliate, or as to the Site on which any transactions are occurring;

f) promote the Brand in any way other than by using the Content on the Affiliate Site in accordance with this Agreement without the Company’s prior written consent;

g) post or serve any advertisements or Content on any website not owned by the Affiliate using framing techniques including but not limited to pop-up/pop-under windows, or assist, authorise or encourage any third party to take any such action without the Company’s prior written consent;

h) attempt to artificially alter monies payable to the Affiliate by the Company in any way, including but not limited to colluding with New Customers referred by the Affiliate, or other Affiliates and/or by the creation of multiple Affiliate Sites or accounts to hedge bets, offset losses or otherwise gain a financial advantage;

i) attempt to intercept or redirect (including, without limitation to user-installed software) traffic from or on any other website that participates in the Program;

j) register more than one Affiliate account with the Program. Any exceptions must be confirmed in writing by the Company;

k) use any form of spam (including search engine spamming or spamdexing) or unsolicited mail in its attempts to refer New Customers to the Site;

l) be under eighteen (18) years of age and must be able to provide the Company upon request at any time, a copy of his/her ID, billing address and/or other documents. Refusal to do so may be considered, at the Company’s sole discretion, as fraudulent activity;

m) fail to keep the Affiliate Site content compliant with any content and phrasing obligations and/or restrictions imposed on the Company by legal and/or regulatory requirements and/or third-party suppliers. In the event that the Affiliate, for any reason, does not have knowledge of such obligations, the Affiliate must update its Site within two (2) Working Days upon receipt of a notification from the Company;

n) apply for a new Affiliate account if it previously had an account closed due to breach of the Agreement;

o) breach this Terms and Conditions.

5.9. If the Company determines, at its sole discretion, the Affiliate has engaged in the activities specified above, the Company shall have the right to:

a) suspend any payments due to the Affiliate while the Company investigates any suspected breach, and/or;

b) alter the Reward Plan of the Affiliate and/or;

c) withhold payment of any Commission due to the Affiliate that has derived from the breach, and/or;

d) retain the Commission until the debt is settled or invoice the cost incurred by such breach and/or;

e) terminate the Agreement immediately.

If the investigation made by the Company leads to the conclusion that there is no breach, the Company shall pay the Affiliate all suspended or withheld payments.

Direct Marketing

5.10. The Affiliate shall only send marketing messages to recipients who have provided freely given, specific, informed and unambiguous consent to receive marketing from the Affiliate in relation to the Website, in accordance with applicable Data Protection Laws, such consent having been reaffirmed by the recipient at least within the last year.

5.11. The Affiliate shall make each recipient aware that the marketing messages can be sent in the interests of the Company. For the avoidance of doubt, providing reference to ‘third parties’ or ‘partners’ are not tightly defined and shall be considered too general to demonstrate valid consent.

5.12. If the Affiliate markets and promotes the Website via email, the Affiliate shall include the Company on its marketing list by copying [email protected] to the relevant email, and send all email marketing to the Company each time it uses email marketing.

5.13. The Affiliate shall clearly display a message in each such communication to state who is sending such marketing communications (and confirm they are not being sent by the Company itself).

5.14. The Affiliate shall clearly display an unsubscribe feature in each such communication clearly detailing methods of unsubscribing from the mailing list.

5.15. The Affiliate shall not send any promotional offers relating to the Website to recipients under the age of 18.

5.16. The Affiliate shall keep a record of recipient’s consent, and when and how the Affiliate got this consent, to demonstrate the compliance with the Affiliate’s obligations as per clauses 5.11-5.16 hereof, and shall provide such evidence to the Company upon request.

5.17. Any report of Affiliate non-compliance will be investigated immediately, and the Company may, in its sole discretion, suspend the account of the Affiliate in question pending the review or investigation of the reported non-compliance. If the Affiliate’s non-compliance would be confirmed, the Company is entitled to take actions specified in the clause 5.9 hereof.

5.18. Without prejudice to any other indemnity contained in the Agreement, the Affiliate is obliged to indemnify and hold the Company harmless against claims, actions, proceedings, losses, damages, expenses and cost (including without limitation court costs and reasonable legal fees) arising out of or in connection with any unsolicited email marketing communication sent by the Affiliate.

5.19. The Affiliate shall share safer gambling related content on a quarterly basis with its customer base.

6.1. The Company shall provide the Affiliate with the Content for the purposes of this Agreement and may update such Content from time to time.

6.2. The Affiliate shall comply with the Company’s instructions to track New Customers. The Company shall use its reasonable endeavours to ensure that whenever a New Customer is directed to its websites and registers an account, the relevant New Customer is identified as originating from the Site. However, the Company shall not be held liable if it is unable to identify a New Customer as originating from such Site.

6.3 The Company shall be entitled to use any of its rights or fulfil any of its obligations hereunder.

6.4 The Company shall be entitled to accept or decline any Affiliate’s application at its sole discretion.

6.5. The Company has the right to monitor the Affiliate Site to ensure that the Affiliate is complying with the terms of this Agreement. The Affiliate shall provide (and at no charge), the Company with all data and information to perform such monitoring.

6.6. The Company (its internal and external, financial and accounting auditors) has the right to audit all relevant records during the Term of the Agreement and for two (2) years afterwards. The Affiliate shall allow the Company and/or its auditors access to such records for the purposes of conducting the audit.

Commission shall be paid to the Affiliate at the individually agreed rate as per the commission structure for each Customer.

The Affiliate shall remain responsible for all bank charges on Commission payments whether in respect of electronic transfers, foreign currency exchange commission, correspondent bank charges or otherwise.

No Commission shall be payable in respect of Fraud Traffic or as a result of other unethical or illegal activities and we shall be entitled to reclaim Commission arising from Fraud Traffic or to deduct and set-off such Commission against future Commission payments.

The Affiliate shall be responsible for all taxes payable in respect of the Commission.

No commission will be payable for revenue generated from player accounts that the Company deem to be fraudulently “linked” to the Affiliate account in any way. This includes staff, family members, agents and associates of the Affiliate and any related entity. If the Company deem the linked account activity to be fraudulent, we reserve the right to withhold funds from Affiliate account. Any bespoke commission structures (reward plans) are subject to revision based on performance.

8.1. Nothing in this Agreement shall constitute any licence, assignment, transfer or any other rights of any Intellectual Property Rights, including, without limitation, patents, trademarks, service marks, registered designs, copyrights, database rights, rights in designs, inventions and Confidential Information, etc. which arise in result of entering into or for the purpose of this Agreement.

8.2. All Intellectual Property Rights created and/or deriving out of this Agreement, including, without limitation, banners, advertising material, the Database and Personal Data, shall be or become the sole property of the Company, and the Affiliate shall have absolutely no rights therein.

8.3. The Company grants the Affiliate a non-exclusive and worldwide right to display the Content on the Affiliate Site as set out in this Agreement and in accordance with the Company’s guidelines as may be provided to the Affiliate from time to time. All Intellectual Property Rights and any Goodwill arising from the Content and in all Products, associated systems and software relating to the services provided by the Company to its customers from time to time shall remain the property of the Company. The Affiliate shall not use the Content in any way that is detrimental to the Company or the reputation or Goodwill of the Company. The Affiliate shall not alter or modify, in any way, the Content without the Company’s prior written consent.

8.4. The Affiliate agrees that its Site shall not resemble in any way the appearance and/or the general impression of the Company’s website(s), nor will the Affiliate create the impression that the Affiliate Site is the Company’s website(s), or any part thereof.

8.5. Upon termination of the Agreement between the Parties, each Party shall return to the other Party all proprietary material or information and, as the case may be, destroy in a manner acceptable to the other Party all remaining copies of the same. Notwithstanding any disposition contrary to this Agreement, the Affiliate acknowledges that – upon such termination – it shall not keep a copy of the Content, the Database, Personal Data or Confidential Information, and may not exploit, directly or indirectly, Company proprietary information, materials or works.

9.1. Subject to article 9.4, the Company and each Affiliate shall be independent Data Controllers for the Personal Data they hold and are not joint data controllers under Data Protection Laws. In these circumstances the Company and each Affiliate shall be independent Data Controllers of the Personal Data acting, as follows:

9.1.1. the Company shall be the Data Controller of the: (i) New Customer Data; (ii) Personal Data of Affiliate’s employees, contractors, officers, agents for internal business purposes, where it is Processed by the Company in accordance with the Agreement;

9.1.2. the Affiliate shall be the Data Controller of the: (i) Personal Data of visitors to the Affiliate Site; and (ii) Personal Data of Company’s employees, contractors, officers, agents for internal business purposes, where it is Processed by it in accordance with the Agreement.

9.2. Subject to article 9.4, the Company and each Affiliate shall in particular but not limited to:

9.2.1. comply at all times with its responsibilities and obligations under the applicable Data Protection Laws, including but not limited to fair and lawful Processing, data retention and deletion and safeguarding data subjects’ rights, and shall be individually and separately responsible for complying with the obligations as Data Controllers under Data Protection Laws;

9.2.2. cooperate with each other to set out the requirements to meet relevant obligations of Data Protection Laws (for example in respect of data portability, subject access, lawful access requests and requests for rectification, amendment and disposal);

9.2.3. comply with the terms of this Agreement and shall not perform any of its obligations under the Agreement in such a way as to cause the other Party to breach any of its obligations under Data Protection Laws; and

9.2.4. in the event either Party becomes aware of an actual or suspected Security Breach, notify the other affected Party within forty-eight (48) hours of identification of the breach and to consult with one another about such steps as may reasonably be necessary or appropriate to investigate, mitigate and remediate the breach and otherwise to discharge their respective obligations under applicable Data Protection Laws.

9.3. Without prejudice to any other indemnity contained in the Agreement, Affiliate shall indemnify and keep indemnified the Company from and against all liabilities and amounts, including all: (a) costs (including legal costs), claims, demands, actions, settlements, ex-gratia payments, charges, procedures, expenses, losses and damages (including relating to material or non-material damage, which includes emotional distress); (b) loss or damage to reputation, brand or goodwill; and (c) to the extent permitted by applicable laws and regulations: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a supervisory authority; (ii) compensation paid to a data subject; and (iii) the costs of compliance with investigations by a supervisory authority, suffered or incurred by, awarded against or agreed to be paid by the Company, arising from or in connection with any breach by the Affiliate of this Agreement.

9.4. The Company may choose to make available certain Personal Data to the Affiliate from time to time for the sole purpose of performing Affiliate’s obligations under the Agreement (“Company Data”). In respect of this Company Data, the Parties shall be bound by the terms of Data Processing Agreement which can be found in the Appendix A below and will form part of this Agreement.

10.1. Each Party represents and warrants to the other that it has and will retain, throughout the Term, all rights, title and authority to accept the terms of this Agreement. Each Party grants to the other Party all relevant means to perform the obligations mentioned under this Agreement.

10.2. Each Party to this Agreement represents, warrants and undertakes to the other that it has obtained and will maintain in force all necessary registrations, authorisations, consents and licences necessary to fulfil its obligations and that it fully complies with, and shall continue fully to comply with, the conditions set out under article 3 and all applicable laws and regulations. The Affiliate further represents, warrants and undertakes that it has not been and is not currently subject to any regulatory or legal action in any country in the world.

10.3. The Affiliate represents, warrants and undertakes that the Affiliate Site shall not contain, or link to, any material which is defamatory, pornographic, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third-party rights (including but not limited to IP infringing websites).

10.4. 10.4. Each Party warrants that it has:

complied with all applicable laws, statutes, regulations, guidance, recognised practice and codes, relating to the prevention of tax evasion and/or the prevention of the facilitation of tax evasion.

11.1. The Company makes no representation that the operation of its website will be uninterrupted or error-free and the Company will not be liable for the consequences of any interruptions or errors.

12.1. 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 (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Company resulting from any breach, non-performance or non-observance by the Affiliate of any of the obligations or warranties specified under this Agreement.

13.1 Nothing in this article 13 shall limit the Company’s liability for death or personal injury resulting from negligence or fraud.

13.2 The Company’s aggregate liability in respect of any loss or damage suffered by the Affiliate and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the amount of Commission actually paid by the Company to the Affiliate pursuant to this Agreement in the 12 months prior to the event giving rise to such liability.

13.3. The Company shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:

13.3.1. any losses arising from any interruption, problem or error in the operation of or changes made to the Company’s Products and/ or Technical Platform;

13.3.2. any loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings;

13.3.3. any loss of goodwill or reputation; or

13.3.4 . any indirect or consequential losses suffered or incurred by the Affiliate arising out of or in connection with any other matter under this Agreement.

13.4. Except as expressly provided for in this Agreement all conditions, warranties and representations implied by statute, common law or otherwise are excluded to the extent permitted by law.

14.1. The terms of this Agreement shall no longer be considered applicable in the event the Company is obliged to leave a market due to market condition changes, legal and/or regulatory changes. In such cases, the existing customer accounts opened within that market can be closed.

15.1. The terms of this Agreement apply from the date the Company notifies the Affiliate that its application has been successful in accordance with the introductory provisions of this Agreement and shall continue thereafter unless and until terminated according to this article 15.

15.2. The Company may terminate this Agreement immediately by written notice if:

the Affiliate commits a breach of its material obligations under this Agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice from the other;

the Affiliate becomes insolvent or is unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium;

the Affiliate sells its business, or any part herein, and/or registers any change of beneficial owner or in case the Purchasing Company’s activities are either in conflict with the Company’s (for example the Affiliate Site is purchased by companies providing the same or similar services) or if its practices falls within article 10.3 of this Agreement;

the legal and/or regulatory situation in the market has changed or is in the process of changing to such an extent that the objectives of the Agreement can no longer be achieved and/or no longer correspond to the market reality;

if the Affiliate does not generate any New Depositing Customers for a period of 6 months.

if the Company suspects – and has reasonable proof – that the Affiliate is engaging in illegal activities or has repeatedly breached the provisions of this Agreement.

15.3. Notwithstanding articles 15.1, 15.2 either Party may terminate the Agreement at any time by giving thirty (30) days written notice to the other Party.

15.4. Following termination of this Agreement, the Affiliate will only be entitled to receive the outstanding Commission due as of the effective termination date of this Agreement. However, the Company may reasonably withhold the Affiliate’s final payment to ensure that the correct amount is paid. After such payment, the Affiliate will no longer be entitled to receive any other Commission.

15.5. For any and all termination notices, delivery via e-mail is considered a written and immediate form of notification.

16.1. Unless otherwise provided for, this Agreement shall constitute the entire agreement and understanding superseding any previous agreement – between the Parties. Each Party acknowledges and agrees that by entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether Party in this Agreement or not) other than as expressly set out in this Agreement. Nothing in this article shall operate to limit or exclude any liability for fraud.

16.2. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by the law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.

16.3. The Affiliate shall not, without the Company’s prior written consent, assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-licences or deals related to this Agreement or any other rights under it, or subcontract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this article shall confer no rights on the purported assignee.

16.4. If any of the provisions of this Agreement shall be found by any authority to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.

16.5. Any notice given or made to the Company under the terms of this Agreement shall be sent via email to your Affiliate Account Manager with copy to [email protected] (or as otherwise notified by the Company).

16.6. Each Party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other Party or of any member of the group of companies to which the other Party belongs which may have or may in future come to its knowledge. Each of the Parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.

16.7. Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or to authorise either Party to act as an agent for the other. Neither Party shall have the authority to act in the name or on behalf of the other Party or otherwise to bind the other Party in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16.8. Neither Party shall make any announcement relating to the terms of this Agreement nor its subject matter without the other Party’s prior written approval, except as required by law or by any legal or regulatory authority.

16.9. The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the laws of Curacao. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts of Curacao over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.

1.1. References to the Affiliate that follow this section 1 are references to the Affiliate and any other parties acting under its authority.

1.2. Unless otherwise provided: (a) a reference to a term that is not defined in this Appendix A (“DPA”), shall have the meaning given to it in the Agreement; and (b) unless otherwise provided the words and expressions defined in, and the rules of interpretation of, the Agreement shall have the same meaning in this DPA.

2.1. The Parties acknowledge that the Affiliate acts in the capacity of the Data Processor in relation to its Processing of Company Data which has been made available to the Affiliate by the Company (whether directly or indirectly) for the purpose of performing Affiliate’s obligations under the Agreement.

2.2. The scope, purpose, and duration of the Processing (including the type of Company Data and categories of data subjects) covered by this DPA is set out in Appendix A.

3.1. Affiliate shall comply with and Process all Company Data in accordance with applicable Data Protection Laws.

3.2. Affiliate shall immediately notify the Company about any circumstances where it is unable to comply with the Data Protection Laws or any actual or potential changes to the Data Protection Laws, that affect the Affiliate’s ability to comply with its obligations under this DPA. Where the Affiliate is subject to any changes or circumstances under this section, Company will have the right to suspend the Processing until the Processing is adjusted in such a manner that the non-compliance is remedied. To the extent such adjustment is not possible, Company shall have the right to immediately terminate the relevant part of the Processing by the Affiliate.

4.1. The Affiliate shall Process Company Data only on documented (including by email) instructions of the Company as set out in this DPA and as otherwise provided from time to time in such a manner as and to the extent that this is appropriate for the purposes of providing the services under the Agreement. The Affiliate shall never Process Company Data in a manner that inconsistent with the Company’s instructions. The Affiliate shall immediately inform the Company if, in its opinion, an instruction infringes Data Protection Laws and await further instructions from the Company.

4.2. All information generated as a result of this Processing remains the Company’s property, unless stipulated otherwise in the Agreement. The Affiliate shall not Process Company Data for its own purposes or include Company Data in any product or services offered to third parties, or carry out any further research, analysis or profiling activities involving the use of any part of Company Data.

5.1. Without prejudice to any existing contractual arrangements between the Parties, Affiliate shall treat all Company Data as strictly confidential and it shall inform all its employees, agents and/or approved Sub-processors who may have access to the Company Data (“Authorized Person”) of the confidential nature of the Company Data. Affiliate shall ensure in each case that access is strictly limited to those Authorized Persons who need to know or access the relevant Company Data, as strictly necessary for the purposes of the Agreement, and to comply with Data Protection Laws in the context of that Authorized Persons duties to the Affiliate, ensuring that all such Authorized Persons have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality.

6.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, without prejudice to any other security standards agreed upon by the Parties, the Affiliate shall (prior to Processing Company Data) implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk and in accordance with best industry practices to protect data from a Security Breach.

6.2. The Parties acknowledge that security requirements are constantly changing and that effective security requires frequent evaluation and regular improvements of outdated security measures. The Affiliate will therefore evaluate the measures as implemented in accordance with this section 6 on an on-going basis and will tighten, supplement and improve these measures in order to maintain compliance with the requirements set out in this section 6.

6.3. If the Affiliate becomes aware of or reasonably suspects a Security Breach, the Affiliate shall (i) inform the Company without undue delay (and in any event no later than twenty-four (24) hours); (ii) provide detailed information and cooperation to the Company (including making available an appropriately qualified individual to discuss any concerns or questions the Company may have) by sending an email to [email protected] so that the Company can fulfil any data breach reporting obligations it has under (and in accordance with the timescales required by) Data Protection Laws; (iii) take such necessary measures and actions to mitigate the effects of and to minimize any damage resulting from the Security Breach; and (iv) keep the Company informed of all material developments in connection with the Security Breach and execute a response plan to address the Security Breach.

7.1. The Affiliate may only transfer the Company Data in the circumstances set out in section 10 of this DPA. Except as set forth above, or as the Company may otherwise authorize, the Affiliate will not transfer any Company Data.

7.2. The Affiliate (or any sub-contractor) shall not transfer the Company Data outside of the European Economic Area (“EEA”) (“Restricted Transfer”) unless (i) the Company has provided its written approval to such transfer as set out in this DPA, or (ii) the Affiliate has taken such measures as are necessary to ensure the transfer is in compliance with Data Protection Laws. Such measures include transferring the Company Data to a recipient (a) in a country that the European Commission has decided provides adequate protection for personal data, (b) that has achieved binding corporate rules authorization in accordance with the Data Protection Laws, or (c) that has executed the EU SCCs.

7.3. The Affiliate warrants and represents that if the written approval of the Restricted Transfer is provided by the Company, before the commencement of any Restricted Transfer to a Sub-processor, the Affiliate and the engaged Sub-processor have entered into and executed the EU SCCs.

7.4. The Parties agree that when the Company Data being transferred from the Company (as “data exporter”) to the Affiliate (as “data importer”) is protected under the EU GDPR and EU GDPR requires that appropriate safeguards are put in place, the transfer will be subject to the EU SCCs, which are deemed incorporated into and form a part of this DPA, as follows:

7.4.1 Module Two (Data Controller to Data Processor) will apply;

7.4.2 in Clause 7, the optional docking clause will apply;

7.4.3 in Clause 9, Option 2 will apply, and the time period for a prior notice will be as set out in section 10 of this DPA;

7.4.4 in Clause 11, the option will not apply;

7.4.5 in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;

7.4.6 in Clause 18(b), disputes will be resolved before the courts of Ireland;

7.4.7 Annex I of the EU SCCs is deemed completed with the information set out in Annex 1 to this DPA; and

7.4.8 Annex II of the EU SCCs is deemed completed with the information set out in section 6 of this DPA; and

7.4.9 Annex 2 to this DPA provides additional safeguards agreed upon between the Parties as supplementary measures to the EU SCCs.

8.1. The Affiliate shall immediately (but in any case no later than five (5) days) forward to the Company and otherwise cooperate with and assist the Company (at no charge) to enable the Company to respond to: (i) any request from a data subject to exercise any of its rights under Data Protection Laws (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the Processing of the Company Data. In the event that any such request, correspondence, enquiry or complaint is made directly to the Affiliate, the Affiliate shall promptly (but in any case no later than five (5) days) inform the Company providing full details of the same.

9.1. The Affiliate shall maintain records of all categories of Processing activities carried out on behalf of the Company under this DPA.

10.1. The Company provides a general authorization to the Affiliate to engage Sub-processors in accordance with this section and any restrictions in this DPA and the Agreement. The Affiliate may continue to use those Sub-processors already engaged by the Affiliate as at the date of this DPA, subject to Affiliate in each case as soon as practicable meeting the obligations set out in this section. The Affiliate shall within five (5) business days make available an up-to-date list of the Sub-processors it has appointed upon written request from the Company.

10.2. The Affiliate shall notify the Company if it adds any new Sub-processors at least ten (10) business days prior to allowing such Sub-processor to access the Company Data. The Company has the right to object to such an appointment. If no objection is received within ten (10) business days of the notice, the Affiliate may proceed with such appointment.

10.3. The Affiliate shall remain fully liable vis-à-vis the Company for the performance of any such Sub-processor that fails to fulfil its data protection obligations, including any acts or omissions of the Sub-processor in regard to its Processing of Company Data.

10.4. The Affiliate shall ensure that Sub-processors are bound by a written contract including terms that offer at least the same level of protection for Company Data as those set out in this DPA. The Affiliate shall provide copies of documentation to evidence its compliance with this provision to the Company at the request.

11.1. The Affiliate shall promptly delete (for the avoidance of any doubt, “delete” here means to remove or obliterate Company Data such that it cannot be recovered or reconstructed), procure the deletion of all copies of Company Data and cease Processing such Company Data after the business purposes for which the Company Data was Processed have been fulfilled, or earlier upon Company’s written request. The Affiliate shall provide the Company with written confirmation of destruction/deletion of the Company Data.

11.2. The Company may in its absolute discretion by written (including by email) notice to the Affiliate require the Affiliate to (a) return a complete copy of all Company Data to the Company by secure file transfer in such a format as is reasonably notified by the Company; and (b) delete and procure the deletion of all other copies of the Company Data.

12.1. The Affiliate shall provide assistance to the Company with any data protection impact assessments, and prior consultations with (or notifications to) supervisory authorities, which the Company reasonably considers to be relevant according to Data Protection Laws.

12.2. The Affiliate shall provide the Company with all reasonable assistance in complying with its obligation under Data Protection Laws to implement and maintain appropriate technical and organizational security measures in relation to the Processing of Company Data.

12.3. The Affiliate shall make available to the Company on request in a timely manner such information as is reasonably required by the Company to demonstrate the Affiliate’s compliance with its obligations under Data Protection Laws and this DPA.

12.4. The Affiliate shall permit and contribute to audits and/or inspections conducted by the Company or another auditor mandated by the Company for the purpose of demonstrating the Affiliate’s compliance with its obligations under the Data Protection Laws and this DPA. This shall be subject to the Company giving the Affiliate reasonable prior notice of such audit and/or inspection and ensuring that any auditor is subject to binding obligations of confidentiality and that such audit or inspection is undertaken so as to cause minimal disruption to the Affiliate’s activity.

13.1. Without prejudice to any other indemnity contained in the Agreement, Affiliate shall indemnify and keep indemnified the Company from and against all liabilities and amounts, including all: (a) costs (including legal costs), claims, demands, actions, settlements, ex-gratia payments, charges, procedures, expenses, losses and damages (including relating to material or non-material damage, which includes emotional distress); (b) loss or damage to reputation, brand or goodwill; and (c) to the extent permitted by applicable laws and regulations: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a supervisory authority; (ii) compensation paid to a data subject; and (iii) the costs of compliance with investigations by a supervisory authority, suffered or incurred by, awarded against or agreed to be paid by the Company, arising from or in connection with any breach by the Affiliate of this DPA or of Data Protection Laws.

14.1. If at any time, at Company’s discretion, the Company needs to amend this DPA in order to comply with obligations under Data Protection Laws, Affiliate agrees to enter into a written variation of the DPA to make the amendments which at Company’s discretion are required. In the event such amendments are not able to be agreed, the Parties acknowledge and agree that no further Processing of the Company Data under the DPA will be carried out until such variation has been agreed and executed.