AFFILIATE TERMS AND CONDITIONS

(last updated 01.03.2024)

These Terms and Conditions constitute the agreement between starcrown.partners (hereinafter “us” or “we” or “our” or "Affiliate Program") and you (hereinafter "you" or "Affiliate"). By registering for the Affiliate Program, and by accessing and using any of our marketing tools or accepting any reward, bonus or commission, whether contained in the Affiliate Agreement or elsewhere as a part of our Affiliate Program, you will be deemed to have read, understood and agreed to the Affiliate Agreement.

We may periodically make modifications to this Agreement. Affiliates will be emailed with any terms changes made. While we will do our best to notify you of such changes, we recommend that you revisit this page regularly. Your continued use of the Affiliate Program will constitute your consent to the updated Agreement.

1. DEFINITIONS

1.1. “Affiliate” means you, the person or entity, who applies to participate in the Affiliate Program.

1.2. “Affiliate Account” means the account of the Affiliate set up after an Affiliate Application is made by the Affiliate to take part in the Affiliate Program and approved by the Company.

1.3. “Affiliate Agreement” means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structures applicable to the different products and brands, and (iii) any other rules or guidelines of the Company and/or Websites made known to the Affiliate from time to time.

1.4. “Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Program.

1.5. “Affiliate Links” means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) or any other third-party website to Company Websites.

1.6. “Affiliate Program” means collaboration between the Company and the Affiliate whereby the Affiliate promotes the Company’s websites and creates Affiliate Links from the Affiliate Website(s) to Company’s websites. For such services the Affiliate is paid a commission depending on the generated traffic to the Company’s websites, subject to terms within this Affiliate Agreement and to the applicable product-specific Commission Structure.

1.7. “Affiliate Wallet” means an online wallet in the name of the Affiliate into which the Company pays the commission and any other payments due to the Affiliate, which the Affiliate can withdraw in accordance with the Affiliate Agreement.

1.8. “Affiliate Website” means any website which is maintained, operated or otherwise controlled by the Affiliate.

1.9. “Company” shall mean by starcrown.partners and any other company within our group of, including our parent companies, their parent companies and all of the subsidiaries of these respective companies.

1.10. “Company Websites” means the website www.goldenstar-casino.com or other such websites (including mirror websites) as may be added to this Affiliate Program from time to time.

1.11. “Commission” means the percentage of the Net Gaming Revenue, or / and, where applicable, a fixed amount for a New Customer (CPA structure) as set out in the Commission Structures.

1.12. “Commission Structures” means any specific reward structures expressly agreed between the Company and the Affiliate.

1.13. “Confidential Information” means any information of commercial or essential value relating to the Company such as, but not limited to, financial reports, trade secrets, know-how, prices and custom quotes, business information, products, strategies, databases, technology, information about New Customers, other customers and users of the Company Websites, marketing plans and manners of operation.

1.14. “Gross gaming revenue” or “GGR” means the amount equal to all the money Customers wager minus all the sums that they win.

1.15. “Intellectual Property Rights” means any copyrights, trademarks, service marks, domain names, brands, business names, and registrations of the aforesaid and/or any other similar rights of this nature.

1.16. “Net Gaming Revenue” or “NGR” means all monies received by Company from New Customers as placed bets, less (a) winnings returned to New Customers, (b) issued bonuses, (c) net balance corrections, (d) administration fees, (e) fraud costs and chargebacks. For the avoidance of doubt, all Net Gaming Revenue amounts mentioned above are only related to New Customers referred to Company Websites by the Affiliate Website(s).

1.17. "Net Gaming Revenue (clean)" or “NGRc” – shall mean NGR – (minus) payments which are made to the Partners and any related sum such as bank / payment commissions and taxes, if any.

1.18. “New Customer” means a new, first-time customer of the Company who made a first deposit amounting to at least the applicable minimum deposit at Company Websites’ player account, in accordance with the applicable terms and conditions of Company Websites’. This excludes the Affiliate, its employees, relatives and friends.

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

1.20. “Personal Data” means any information relating to any person, whether individual or legal, that is or may be identified, directly or indirectly.

1.21. “Referral Link” is a link with a unique identifier to a website belonging to a specific user.

2. AFFILIATE OBLIGATIONS

2.1. Registering as Affiliate.

To become a member of our Affiliate Program you must accept these terms and conditions by ticking the respective box while submitting the Affiliate Application. The Affiliate Application will form an integral part of the Affiliate Agreement.

2.2. Affiliate Program participation.

The Affiliate Program is intended for your direct participation. Opening an Affiliate Account for a third party, brokering or transferring an Affiliate Account is not accepted. Affiliates wishing to transfer an account to another beneficial owner must contact us and request permission. Besides, you shall not open more than one Affiliate Account without our prior written consent. Employees of Company or its related corporations, partners, agents, contractors, representatives and suppliers (including their immediate family members, spouses, partners and housemates) are not eligible to participate in the Company affiliate network. By agreeing to participate in the Affiliate Program, you agree to use your best efforts to actively advertise, market and promote the Company Websites in accordance with the Affiliate Agreement and Company’s instructions from time to time. You will ensure that all activities taken by you under the Affiliate Agreement will be in Company’s best interest and will in no way harm the Company’s reputation or goodwill. You may link to the Company Website’s using the Affiliate Links or other such materials as we may from time to time approve. This is the only method by which you may advertise on our behalf. We reserve the right to suspend any Affiliate that has not accessed their Affiliate Account for a period of 24 months. The Affiliate will be given 2 weeks written notice prior to the account being suspended. Should any Affiliate wish to re-open their suspended account, they may submit such request to us by contacting us via email at [email protected]

2.3. Affiliate Website.

You will be solely responsible for the development, operation and maintenance of the Affiliate Website and for all materials that appear on the Affiliate Website. You shall at all times ensure that the Affiliate Website is compliant with all applicable laws, including General Data Protection Regulation (GDPR), and functions as a professional website. You will not present the Affiliate Website in such a way so that it may cause confusion with the Company Websites, or so that it may give the impression that it is owned or operated by the Company. The Affiliate Website will not contain any defamatory, libelous, discriminatory or otherwise unsuitable content (including, but not limited to, violent, obscene, derogatory or pornographic materials or content which would be unlawful in target country).

2.4. Valid traffic and good faith.

You will not generate traffic to the Company Websites by registering as a New Customer whether directly or indirectly (for example by using associates, family members or other third parties). Such behavior shall be deemed as fraud. You will also not attempt to benefit from traffic not generated in good faith. If you have any reasonable suspicion that any New Customer referred to by you is in any way associated with bonus abuse, money laundering, fraud, or other abuse of remote gaming websites, you will immediately notify us of this. You hereby recognise that any New Customer found to be a bonus abuser, money launderer or fraudster or who assists in any form of affiliate fraud (whether notified by you or later discovered by us) does not count as a valid New Customer under the Affiliate Agreement, and thereby no Commission shall be payable in relation to such New Customers. In addition, the Company may decide to freeze or not pay any commission in respect of such new customers as follows: a) Fraud - all scamming activity including the use of other people's payment details and accounts, DDOS-attacks, inviting relatives and/or any methods that artificially generate leads or new customers.

b) Motivated and scheme traffic - as well as cross-selling, traffic from books (motivation traffic), with using a service in order to attract people who do not want to play but do it for money (while making minimum deposits, minimal activity, do not return anymore etc). If 50% of New Customers of your total traffic volume made only a minimum first deposit during the current month, then such traffic shall be considered as motivated under the Affiliate Agreement.

c) Arbitrage style of playing (betting): (i) Fork player - this is a professional player who uses forks situations (forks) in order to get a net profit for any outcome of a sporting event. (ii) Button player - this is a player who uses various auto-instruments (programs, codes, etc.) that can make bets in the absence of such a player, as well as using those outcomes for events, the result of which is already known. (iii) Handicapper - this is a professional player who, based on his own analysis, makes bets and beats the Company.

d) Company does not pay for duplicate players i.e. if a player already exists, for example, within the brands of one of Company’s groups located in the Company’s system. Discrepancies may occur with the 2 sets of data as pixel tracking only registers every single click / depositor and does not take into account already existing players.

The Affiliate will not allow, assist or encourage any third party to attempt to intercept or redirect (including via user-installed software) traffic from or to any website or other place that participates in the Company's Affiliate Program, as well as to create websites that use the results of the Company's intellectual property such as, but not limited to brand, name, trademark, logos, search tags and etc. In case of violation of this provision, the Company has the right to withhold the amount of the commission due to be paid to the Affiliate in proportion to the amount of losses incurred in result of such prohibited actions.

2.5. Unsuitable websites.

You will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring our Intellectual Property on any unsuitable websites (whether owned by a third party or otherwise). Unsuitable websites include, but are not limited to, websites that are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party or of the Company, or breach any relevant advertising regulations or codes of practice in any territory where such Affiliate Links or digital advertisements may be featured.

2.6. Affiliate Links.

The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate Website. You will only use Affiliate Links provided by the Company within the scope of the Affiliate Program.

2.7. Email and SMS marketing.

If sending any emails or SMS communications to individuals which (i) include any of the Company’s Intellectual Property Rights; or (ii) otherwise intend to promote the Company Websites, you must first obtain our permission to send such emails. If such permission is granted by the Company, you must then ensure you have each and every recipient’s explicit consent to receive marketing communications in the form of communication to be sent (i.e. by SMS or email) and that such individuals have not opted out of receiving such communication. You must also make it clear to the recipient that all marketing communications are sent from you and are not from the Company.

2.8. Use of the Company Intellectual Property Rights.

Any use of the Company’s Intellectual Property Rights must be in accordance with any brand guidelines issued to you from time to time and are always subject to the approval required in clause below. You shall not undertake any activities in violation of the intellectual property rights of the Company, including but not limited to: brand bidding, registering or using any domains with confusingly similar names to the Company Brands, copying the “look and feel” of our sites or software, using any the Company marks, branding or logos except as expressly permitted by this Agreement, or modifying any Marketing Material. Any material provided by Company to Affiliate, whether such material is provided by Company or on behalf of an Company’s client(s), such is provided on the basis of a revocable, non-exclusive, non-transferrable, non-sublicensable license, and strictly for the purposes of this Agreement. In all cases, including where Third Party Ad Servers are used by the Company, the reports (underlying the calculation of fees, including but not limited to statistics, user actions, impressions and click-throughs) generated by the Company will be relied upon as the basis for any invoicing and subsequent payment. Payment will be made in the currency chosen at the discretion of the Company.

2.9. Approved creative.

You will not use any advertising layout or creative (including banners, images, logos) incorporating our Intellectual Property Rights unless the advertising layout or creative was provided to you by the Company or (if advertising layouts are created by you) without the advance written approval of the Company. You will not modify the appearance of any advertising that has been provided to you or for which approval was granted. It is your responsibility to seek approval from the Company in time for launch of any advertising campaign or creative, to ensure you have written approval from the Company in relation to advertising, and to be able to evidence such approval upon request.

2.10. Loyalty Programs.

You will not offer any cash-back / value-back or similar programs, other than such programs as are offered on the Company Websites.

2.11. Responsible Gaming.

The Company has ongoing commitment to responsible gaming and prevention of gambling addiction. You agree to actively cooperate with the Company to convey a responsible gaming message. Specifically, you will not use any material or in any way target persons who are under 18 or the legal gambling age in their jurisdiction.

2.12. Illegal activity.

You will not target any territory or jurisdictions where gambling is illegal. You will act within the relevant and / or applicable law at all times and you will not perform any act which is illegal in relation to the Affiliate Program or otherwise. The Affiliate acknowledges that promotion in the following markets: Bulgaria, Cyprus, Dutch Caribbean islands (CAS; BES), France, Israel, Moldova, Netherlands, Russia, Serbia, Singapore, Spain, Sweden, UK, Ukraine (incl. temporarily occupied territories) and USA is subject to legal restrictions in the countries listed herein. Such actions will be considered a breach of the terms and conditions and will result in immediate account closure if discovered.

2.13. Data Protection and Cookies.

You shall at all times comply with the General Data Protection Regulation (GDPR) and any existing or new data protection acts, regulations or law applicable to your territory. This includes all applicable legislation and/or regulations relating to the use of ‘cookies’.

2.14. Cost and expense.

You shall be solely responsible for all risk, costs and expenses incurred by you in meeting your obligations under the Affiliate Agreement.

2.15. Company monitoring of Affiliate activity.

You will immediately give the Company all such assistance as is required and provide us with all such information as is requested by the Company to monitor your activity under the Affiliate Program.

2.16 Notification of breach.

You agree to notify us in writing as soon as practicable and in any event within 5 working days of your becoming aware, of any breach of the Affiliate Agreement, including but not limited to breaches by you of any laws, regulations, license conditions, codes of conduct or advertising rules which apply to you as a result of the Affiliate Agreement.

3. AFFILIATE RIGHTS

3.1. Right to direct New Customers. We grant you the non-exclusive, non-assignable, right, during the term of this Affiliate Agreement, to direct New Customers to such Company Websites as we have agreed with you in strict accordance with the terms of the Affiliate Agreement. You shall have no claim to Commission or other compensation on business secured by persons or entities other than you.

3.2. License to use Company Intellectual Property Rights. We grant to you a non-exclusive, non-transferable license, during the term of this Affiliate Agreement, to use the Company Intellectual Property Rights, which we may from time to time approve solely in connection with the display of the promotional materials on the Affiliate Website or in other such locations as may have been expressly approved (in writing) by Company. This license cannot be sub-licensed, assigned or otherwise transferred by you.

3.3. Players’ Personal Data. For the purpose of the services delivered under this Agreement, it is understood that the Affiliate shall not have access to any Personal Data of Company’s customers.

4. COMPANY OBLIGATIONS

4.1. We shall use our best efforts to provide you with all materials and information required for necessary implementation of the Affiliate Links.

4.2. At our sole discretion, we will register any New Customers directed to the Company Websites by you and we will track their transactions. We reserve the right to refuse New Customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish.

4.3. We shall make available monitoring tools which enable you to monitor your Affiliate Account and the level of your Commission and the payment thereof.

4.4. We shall use and process the following personal data of an Affiliate or any Affiliate employee, as follows: your username for logging in, your email address, name, date of birth, your country and address, telephone number and financial data for the purposes of ensuring a high level of security, fulfilling the AML legal requirements and for managing our business relationship. Furthermore, as noted in Clause 3.3, as a general rule we do not share Personal Data of Company or Affiliate customers for the purpose of this cooperation except for limited circumstances where a legal obligation is imposed on us, however, you may be required to share some information with us (for example customer email address) in exceptional situations where you have reasonable suspicion that New Customer referred by you under the Affiliate Agreement is in any way associated with money laundering, fraud, or other abuse of remote gaming sites. All this data will be used in the first place in order to conduct cooperation with you and for the performance of the Affiliate Agreement (to register your account, to report and follow your revenue and KPI, to make necessary payments to you) but also in order to fulfill our legal obligations coming from relevant laws such as AML and Gaming laws. Finally, we have to process your data based on our legitimate interest to prevent violation and abuse of these Terms and Conditions, to ensure security, to manage our business relationship, and in the defense of legal or other claims. Please note that all this data is necessary so we can establish and conduct cooperation with you, and therefore if you refuse to provide such data, we will not be able to cooperate with you. We have to keep your personal data for the duration of our cooperation and after the end of the cooperation as required per relevant laws and in order to establish, defend and/or exercise legal claims.

4.5. Subject to your strict adherence to the Affiliate Agreement, we shall pay you the Commission in accordance with paragraph 6.

5. COMPANY RIGHTS AND REMEDIES

5.1. In the case of your breach (or, where relevant, suspected breach) of this Agreement or your negligence in performance under the Affiliate Program, or failure to meet your obligations hereunder, the Company shall have the following remedies available:

a) the right to suspend your participation in the Affiliate Program for the period required to investigate any activities that may be in breach of the Affiliate Agreement. During such period of suspension payment of Commissions will also be suspended;

b) the right to withhold any Commission or any other payment to the Affiliate arising from or relating to any specific campaign, traffic, content or activity conducted or created by the Affiliate which is in breach of the Affiliate’s obligations under the Affiliate Agreement;

c) the right to withhold from the Commission monies which Company deems reasonable to cover any indemnity given by the Affiliate hereunder or to cover any liability of Company which arises as a result of the Affiliate’s breach of the Affiliate Agreement;

d) immediately terminate the Affiliate Agreement;

e) the right to withhold monies held in the Affiliate Wallet if they are not withdrawn within a period of 3 (three) months from the date of the termination of the Affiliate Agreement in accordance with clause 9.1;

f) the right to transfer structure of payments to Affiliate from CPA into Revenue Share with immediate effect in case of poor quality of traffic (e.g. average number of deposits per a New Customer is 1,5 or lower during the first two weeks and most of such deposits are close to minimal).

5.2 In case of the Affiliate’s breach of a listing deal the Company has the right to withhold any amount (including revenue share / CPA / another listing deal) due to the Affiliate. The breach may include any of the following: (i) Affiliate did not provide listing of the Company’s advertising materials within the specified period. (ii) The Affiliate Website, on which the listing was agreed, does not work. (iii) The Affiliate listing the Company’s advertising materials in a lower position than was agreed by the Parties.

5.3. The Company may refuse any applicant and/or may close any Affiliate’s account if it is necessary to comply with the Company’s policy and/or protect the interest of the Company. If the Affiliate is in breach of this Agreement or the Company’s terms or other rules, policies and guidelines of the Company, the Company may besides closing the Affiliate’s account take any other steps at law to protect its interest.

5.4. Our rights and remedies detailed above shall not be mutually exclusive.

6. COMMISSION AND PAYMENT

6.1. Subject to your adherence to the provisions of the Affiliate Agreement, you will earn Commission in accordance with the Commission Structure. We retain the right to change the Commission percentage and method of calculation of Commission in accordance with this paragraph.

6.2. The Commission is calculated at the end of each month and payments shall be made on a monthly basis in arrears, not later than the 15th of the following calendar month. Payments via invoices are paid till 25th of the month for the previous payment period.

6.3. Payment of Commission will be made through our Affiliate Wallet. Due to existing regulations, Affiliates may be required for verification and “know your customer” documentation before a withdrawal can be accessed.

6.4. A minimum amount of 100 EUR may be withdrawn from the Affiliate Wallet at one time. For Bank Payments a minimum amount of withdrawal is 1,000 EUR.

6.5. If an error is made in the calculation of the Commission, the Company has the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.

6.6. The Affiliate may, at the Company’s sole discretion, be provided with the opportunity to restructure its commission structure.

6.7. The Affiliate’s acceptance of a Commission payment shall constitute the full and final settlement of the balance due for the relevant period. In case the Affiliate disagrees with the balance due as reported, he or she shall notify the Company within fourteen (14) calendar days and clearly state reasons for the disagreement. Failure to notify the Company within this time limit shall be considered as an irrevocable acknowledgment of the balance due for the relevant period.

6.8. The Commission shall be deemed to be exclusive of value added tax or any other applicable tax. The Affiliate shall have the sole responsibility to pay any and all taxes, levies, charges and any other money payable or due to any tax authority, department or other competent entity as a result of the compensation generated under the Affiliate Agreement.

6.9. A CPA is paid to an affiliate for each player whose bet amount at least equals the amount of the established CPA or the equivalent in other currencies, if the transaction does not have any additional conditions such as baseline or others.

6.10. In case the Company provides the Affiliate with any funds under the terms (and for the purposes) of this Agreement the Affiliate hereby understands and confirms that he is not a Player. According to this, the Affiliate cannot demand withdrawal of funds provided by the Company and held by the Affiliate on his player's account, in accordance with the rules applicable to the Player (i.e. withdrawal of any funds held by the Affiliate on his player's account is impossible.

6.11. The Affiliate must notify the Company in case payment details have been changed in his account/accounts. Otherwise, the Company is not responsible for the incorrect payment details.

6.12. Payments to the Affiliate can be made either by the Company or by a competent third party acting on behalf and upon authorization of the Company.

7. STANDARD COMMISSION STRUCTURES

7.1. Percentage For all new partners, the default rate for the first month is 40% from NGR (GGR - bonuses awarded - manual casino bonus - admin fee). A negative balance on one brand does not affect a positive balance on another brand. Payments are made for each brand separately and they are not bundled. FTD for the payment are summarized from all casinos you work with.

7.2. Negative carryover terms: If the Affiliate’s account in the current accounting period (from the first day of the month till the last day of the month) has a negative NGR under his own activity (Affiliate’s NGR), such as negative NGR would be carried over on the next month with the following rules (brackets used to denote negative sign): 0 > Affiliate’s NGR >= (10,000) EUR. Such as negative NGR would NOT be carried over for the next accounting period (10,000) EUR > Affiliate’s NGR. Such as negative NGR would be carried over for the next accounting period plus (compensated by the Company) 10,000 EUR For example, Affiliate promotes 2 Brands and at the end of the accounting period has the following statistic: Brand 1: NGR (11,000) EUR Brand 2: NGR 6,000 EUR Then at the beginning of the next accounting period Affiliate would have the following information about promoted brands: Brand 2: NGR (1,000) EUR, where 10,000 EUR were compensated and was not carried over Brand 2: NGR 0 EUR, as usual at the beginning of the accounting period Moreover, as mentioned above, payouts for Brands do NOT sum. E.g. if Affiliate has a revenue share 50% terms, he will gain: For Brand 2: 0 EUR For Brand 2: 3,000 EUR (6,000 * 50% = 3,000)

7.3 High-roller policy If the total NGR for the Customer, in the qualifying month, for a Brand is negative of at least 10,000 EUR or greater, then the High-Roller Policy as set out hereunder, will apply: The Company has the right to not include such a player in the Affiliate’s payouts regardless of the conditions for the negative balance carryover and high-roller policy. The negative NGR generated by the High-Roller shall affect Monthly NGR in the qualifying month, but all commission adjustments are to be made in the subsequent months. The commission of the qualifying month remains unchanged. In case of Monthly negative NGR in the qualifying month – the amount has to be carried over to the next periods and deducted from the future NGR generated by the same High-Roller before the final commission count. The negative balance carryover cannot be set-off against other Customers’ future NGR. The negative balance carryover cannot be greater than the total monthly negative NGR for the particular Brand on the Affiliate account in the qualifying period. A positive NGR of a High-Roller in subsequent months will be reduced to nil before the final commission count until the High-Roller's carried over negative NGR is fully refunded. A negative balance will not be increased by future negative NGR unless the High-Roller meets the qualifying criteria in subsequent months. If a High-Roller meets the qualifying criteria in subsequent months, a negative balance will be increased by the amount equal to a negative NGR balance in the qualifying month. All positive High-Roller balances under 100 EUR are carried over to the next period until the amount of 100 EUR and over is accumulated. Once it is reached, the cumulative amount of 100 EUR and over is subtracted from the remaining High-Roller’s negative balance. In case of any commission correction, all the affiliates should be preliminary informed in detail via email from [email protected] about the potential commission adjustments. Thus, the invoices must be issued right after the confirmation of commission correction procedure before 15th of each month.

8. CONFIDENTIAL INFORMATION

During the term of the Affiliate Agreement, you may from time to time be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, the Commissions earned by you under the Affiliate Program). You agree to avoid disclosure or unauthorized use of any such confidential information to third persons or outside parties unless you have our prior written consent. You also agree that you will use the confidential information only for the purposes of the Affiliate Agreement. Your obligations in regards to this clause survive the termination of this Agreement. The Affiliate shall only use customer data provided by the Company. Any Confidential Information (including but not limited to contact numbers and residential addresses) provided by customers to third parties shall not be used by the Affiliate to provide the Services to Company under this Agreement. In addition, you must not issue any press release or similar communication to the public with respect to your participation in the Affiliate Program without the prior written consent of the Company (with approval of the exact content to also be approved by Company). This clause shall survive the termination of this Agreement and shall continue to apply indefinitely.

9. TERM AND TERMINATION

9.1. Term

The term of the Affiliate Agreement will begin when you are approved as an Affiliate and will be continuous unless and until either Party notifies the other in writing that it wishes to terminate the Agreement. In this case the Agreement will be terminated 30 days after such notice is given. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification. For the avoidance of doubt, Company may also terminate (in accordance with Clause 5 above) upon immediate notice at any time for the Affiliates failure to meet their obligations under the Agreement or otherwise for the Affiliate’s negligence. This Agreement may also be terminated by either of the Parties by giving notice in writing (including by email) to the other Party if the other Party is declared bankrupt or insolvent by court order or if any bankruptcy or insolvency proceedings are commenced against the other Party or in the event of any similar situation indicating that the other Party is insolvent.

9.2. Affiliate actions upon termination

Upon termination you must immediately remove all of Company banners or creatives from the Affiliate Website and disable all Affiliate Links from the Affiliate Website to all Company Websites. All rights and licenses given to you in the Affiliate Agreement shall immediately terminate. You will return to Company any confidential information and all copies of it in your possession and control, and will cease all uses of all Company Intellectual Property Rights. The Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach of confidential information even if the breach arises at any time following the termination of this Agreement. The Affiliate's obligation of Confidentiality towards the Company shall survive the termination of this Agreement.

9.3. Commission

Upon termination of the Affiliate Agreement for any reason, all Commission relating to any New Customers directed to Company during the term shall not be payable to the Affiliate as from the date of termination. The Affiliate will be entitled only to those earned and unpaid commissions as of the effective date of termination; however provided, the Company may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid.

9.4 Warranties

The Affiliate warrants, represents and covenants to starcrown.partners that it has all necessary rights, licenses, permissions and business permits; and will comply with all applicable laws, rules and regulations in connection with promoting the Service to Users. You also warrant and undertake that: (i) You have independently evaluated the desirability of marketing the sites and services. (ii) You have independently evaluated the laws that apply to your activities and believe that you may participate in Company affiliate networks without violating any rules or laws applicable to you. (iii) You are solely responsible for any and all activities that occur under the access to and use of the services under your username, account number, affiliate accounts and password regardless of whether such access and/or use was authorized by or known to you or not. You shall not upload or distribute any files or data that contain viruses, corrupted files or data or any other program, files or data that may affect the operational performance of the services and/or site(s). You shall not 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 services and/or site(s), information or any transactions offered at the foregoing. The players that you refer to the Company are of legal age under the laws that are applicable to them for the purposes of their use of the services. The players that you refer to Company comply with the Company general terms and conditions as may be modified from time to time. You shall not post or transmit to any other users, any unlawful, harassing, abusive, threatening, libelous, defamatory, obscene, indecent, inflammatory, racially or ethnically objectionable, pornographic or profane material, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any applicable law. You shall not conduct criminal or otherwise unlawful or unauthorized activities and/or allow your account opened with us to be used for any criminal or otherwise unlawful activities including, without limitation, money laundering, under any law applicable to you or us. The contents on your website(s) do not infringe any third party's intellectual property rights. The contents and offerings on your website (including the manner of offering the same) are consistent (and continue to be consistent) with the Company general terms and conditions as may be modified from time to time. You shall only use the affiliate area, site, services, marks and marketing materials in accordance with the express terms of this agreement.

10. MISCELLANEOUS

10.1. Disclaimer.

We make no express or implied warranties or representations with respect to the Affiliate Program, about the Company or the Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement). In addition, we make no representation that the operation of our sites will be uninterrupted or error-free and will not be liable for the consequences if there are any. In the event of a discrepancy between the reports offered in the Affiliate Account system and the Company database, the database shall be deemed accurate.

10.2. Indemnity and Limitation of Liability.

You shall indemnify and hold the Company, our directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs, including legal fees, resulting from or in any way connected with: (a) any breach by you of any provision of the Affiliate Agreement, (b) the performance of your duties and obligations under the Affiliate Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our creatives and links or this Affiliate Program. The Company shall not be held liable for any direct or indirect, special, or consequential damages (or any loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Affiliate Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages.

10.3. Non-Waiver.

Our failure to enforce your strict performance of any provision of the Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of the Affiliate Agreement.

10.4. Relationship of Parties.

The Company and the Affiliate are independent contractors and nothing in the Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this Affiliate Agreement.

10.5. Force Majeure.

Neither party shall be liable to the other for any delay or failure to perform its obligations under the Affiliate Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) calendar days then either Party may terminate the Affiliate Agreement with immediate effect by providing a written notice. The following circumstances / events shall be considered as Force Majeure: (a) closing any geo (jurisdiction) as market previously permitted / allowed / available to work with / at by any competent authority act / decision directly restricting / forbidding usual business activity; (b) closing any payment method used for processing at least 75% of payments to / from Customers (withdrawals / deposits / bets) by decision of a financial institution / competent authority; (c) revocation of a casino / betting website operator’s license by decision of a competent authority / license holder (licensor); (d) other similar circumstances / events not specified above substantially affecting normal business processes and / or substantially increasing expenses of the Company. In case of circumstances / events specified in sub-clauses (a)-(d) of this Clause the Company may (but not obliged to) transfer the structure of payments to Affiliate from CPA into Revenue Share with immediate effect. Such decision shall be subject to sole discretion of the Company.

10.6. Assignability.

You may not assign the Affiliate Agreement, by operation of law or otherwise, without our prior written consent.

10.7. Severability.

If any provision of the Affiliate Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of the Affiliate Agreement or any provision hereof.

10.8. English language.

The Affiliate Agreement was first drafted in English. Should there be any conflict or discrepancy between the English language version and any other language, the English version shall prevail.

10.9. Modification of Terms & Conditions.

We may modify any of the terms and conditions contained in the Affiliate Agreement or replace it at any time and in our sole discretion by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available Commissions and Affiliate Program rules. If any modification is unacceptable to you, you need to terminate the Affiliate Agreement. Your continued participation in our Affiliate Program following our posting of a change notice or new agreement will constitute binding acceptance of the modification or of the new agreement.

10.10. These Terms and Conditions shall be governed by and interpreted in accordance with the laws of Cyprus, without giving effect to the rules respecting conflict of laws.

10.11. The place of Jurisdiction is the arbitral tribunal in Cyprus Eurasia Dispute Resolution and Arbitration Center (CEDRAC).