Affiliate Programme Agreement

2. Definitions and Interpretation

In this Agreement, the following terms have the meanings set out below:

• Affiliate Account means the account or profile created for the Affiliate Partner within the Affiliate Programme or any related affiliate portal.
• Affiliate Link means a unique tracking link, referral code, promotional code, deep link, QR code or other tracking mechanism issued or approved by the Company.
• Affiliate Programme means the Company's marketing programme through which approved Affiliate Partners may earn Commission for referring Qualified Users who make Qualifying Purchases.
• Application means the Agent Gamez mobile application and any related website, web application, product or service designated by the Company as participating in the Affiliate Programme from time to time.
• Approved Materials means logos, images, videos, copy, links, screenshots, brand assets and other promotional material supplied or expressly approved in writing by the Company.
• Business Day means a day other than a Saturday, Sunday or public holiday in Malta.
• Commission means the remuneration calculated in accordance with Clause 10.
• Commission Period means the period of twelve (12) months beginning on the Registration Date of a Qualified User.
• Confidential Information means all non-public commercial, financial, technical, strategic, operational, legal, marketing and business information relating to the Company, its affiliates, the Application or the Affiliate Programme, including software, source code, algorithms, product plans, analytics, pricing, user information, commission methodologies, security procedures, business processes and trade secrets.
• Fraudulent Activity includes, without limitation: bots, automated traffic, click farms, device farms, emulator farms or artificial engagement; fake installs, fake registrations, account farming, duplicate accounts, self-referrals or test accounts presented as genuine users; click injection, click spamming, cookie stuffing, forced clicks, SDK spoofing, device spoofing, attribution manipulation or interference with tracking systems; VPN, proxy, location-masking or traffic-laundering techniques used to conceal origin, evade restrictions or misrepresent traffic; incentivised traffic, cashback, rebates, rewards or other inducements not expressly approved in writing; stolen or unauthorised payment methods, payment fraud, chargeback fraud, refund abuse, bonus abuse or artificial purchasing; fake reviews, fake testimonials, synthetic endorsements, impersonation, deceptive advertising or materially misleading claims; any transaction, campaign or activity undertaken primarily to generate or manipulate attribution, Qualifying Purchases or Commission rather than genuine use of the Application; and any other dishonest, deceptive, abusive, unlawful or manipulative activity inconsistent with the legitimate purpose of the Affiliate Programme.
• Net Revenue means the amounts actually settled and received by the Company, or on the Company's behalf, from Qualifying Purchases, after deducting or excluding VAT and other indirect taxes; app-store and platform commissions and fees; payment processing, banking, currency conversion and transaction fees; refunds, chargebacks, reversals, cancellations and credits; bonuses, promotional credits, free virtual currency and discounts; fraud losses and bad debt; mandatory third-party commissions or revenue shares; and any other adjustment reasonably required to reflect the Company's actual net receipts. No amount constitutes Net Revenue until the relevant funds have cleared and are available to the Company without material restriction.
• Purchase means a payment, top-up or other amount paid by a User to obtain virtual currency, digital content, Virtual Items, access, features or services within the Application. A Purchase is not a deposit held for withdrawal, and no Purchase gives a User any right to withdraw, cash out, redeem or exchange the amount paid for money, except where a refund is required by mandatory law or platform policy.
• Qualified User means a genuine new User who is validly attributed to the Affiliate Partner through an approved Affiliate Link, satisfies the requirements in Clause 9 and is accepted as qualified by the Company acting reasonably and in good faith.
• Qualifying Purchase means a genuine Purchase made by a Qualified User during the applicable Commission Period that has been successfully processed, has generated Net Revenue and is not refunded, reversed, charged back, cancelled or associated with Fraudulent Activity.
• Registration Date means the date on which the relevant User first completes a valid account registration for the Application, as recorded by the Company's Tracking Systems.
• Term means the period beginning when the Affiliate Partner accepts this Agreement and ending when this Agreement is terminated in accordance with Clause 21.
• Tracking Systems means the links, databases, software, analytics, attribution tools, payment records and other systems used or approved by the Company to record and assess referrals, registrations, Purchases, Net Revenue and Commission.
• User means a person who accesses, registers for or uses the Application.
• Virtual Items means virtual currency, digital items, features, content, access rights or other non-cash digital benefits made available through the Application.

References to the singular include the plural and vice versa. "Include", "includes" and "including" mean "including without limitation"; headings are for convenience only. A reference to a law, regulation, policy or platform rule includes it as amended, replaced or re-enacted from time to time. Where this Agreement requires the Company to act reasonably or in good faith, that does not require the Company to disclose confidential security, fraud-detection, user-level or commercially sensitive information.

3. Appointment and Relationship

Subject to this Agreement, the Company appoints the Affiliate Partner on a non-exclusive, non-transferable and revocable basis to promote the Application and refer potential Users using approved methods. The Company may appoint other affiliates, market the Application directly, use other acquisition channels and compete with the Affiliate Partner without liability or obligation to account for any resulting business.

Nothing in this Agreement guarantees the Affiliate Partner any minimum traffic, registrations, Purchases, Commission, territory, exclusivity or continued participation in the Affiliate Programme.

The Affiliate Partner acts solely as an independent contractor. Nothing in this Agreement creates a partnership, agency, employment relationship, fiduciary relationship, franchise, distributorship, joint venture or other representative relationship between the Parties. The Affiliate Partner has no authority to bind the Company, negotiate or enter into agreements on the Company's behalf, make any representation, warranty or commitment for the Company, or accept payments for the Company.

The Affiliate Partner shall not appoint sub-affiliates, sub-networks, agents or other intermediaries without the Company's prior written approval, and remains fully responsible for all approved persons acting on its behalf.

4. Eligibility, Registration and Verification

The Affiliate Partner represents and warrants throughout the Term that it:

• is at least eighteen (18) years old and has full legal capacity to enter into this Agreement;
• where a legal entity, is duly organised, validly existing and authorised to conduct its business, and has authority to bind any organisation on whose behalf it registers;
• participates in the Affiliate Programme for business or professional purposes, not as a consumer;
• is not prohibited by applicable law, sanctions, court order, contractual restriction or platform rule from participating;
• shall comply with all applicable laws, regulations, advertising standards, consumer-protection requirements and platform policies; and
• shall provide complete, accurate and current registration, contact, ownership, tax and payment information.

The Company may request documents reasonably required to verify identity, legal existence, authority, beneficial ownership, tax status, payment details, traffic sources, sanctions status or compliance, and may use third-party verification providers subject to applicable data protection law. The Company may reject an application, require additional conditions, suspend onboarding or terminate an Affiliate Account where verification is incomplete, inconsistent, unsatisfactory or creates legal, regulatory, security, reputational or commercial risk.

The Affiliate Partner shall notify the Company promptly of any change affecting its eligibility, ownership, control, tax status, VAT registration, sanctions status, address, banking details, key traffic sources or authority to participate.

5. Company Rights and Programme Administration

Subject to applicable law and this Agreement, the Company may at any time:

• approve, reject, suspend, restrict or terminate Affiliate Partners or Affiliate Accounts;
• approve, reject, restrict or discontinue traffic sources, territories, campaigns, channels, creatives or promotional methods;
• modify or replace Affiliate Links, Tracking Systems, attribution methodology, reporting tools or fraud-prevention controls;
• reject traffic, registrations, Users or Purchases that do not satisfy this Agreement;
• investigate suspected Fraudulent Activity, legal or platform-policy breaches, payment disputes, sanctions concerns or traffic-quality issues;
• withhold, reserve, reduce, reverse or recover Commission as permitted by this Agreement;
• require promotional material to be amended, suspended or removed;
• introduce, change or discontinue promotional incentives, bonuses or alternative Commission structures;
• change the payment threshold, payment method, payment timing or administrative requirements in accordance with Clause 23; and
• suspend, modify or discontinue all or any part of the Affiliate Programme.

Where a Company decision affects Commission that has already validly accrued, the Company shall act reasonably and in good faith and shall not reduce that Commission except as permitted by this Agreement for refunds, chargebacks, fraud, payment reversals, manifest error, tax, set-off or other valid adjustment. Nothing in this Agreement obliges the Company to maintain any particular feature, product, platform, price, Virtual Item, payment method, marketing asset, territory or level of support.

6. Affiliate Partner Obligations

The Affiliate Partner shall:

• promote the Application honestly, professionally and in a manner that protects the Company's reputation;
• comply with this Agreement, all Company instructions and all applicable laws, regulations, codes and platform policies;
• use only approved Affiliate Links and Approved Materials, except where the Company approves other material in writing;
• ensure that all promotional content is accurate, current, clear and not misleading;
• make all advertising, sponsorship, influencer and affiliate disclosures required by law or platform policy;
• maintain accurate contact, payment, tax and VAT information;
• protect the confidentiality and security of the Affiliate Account and all credentials;
• monitor persons acting on its behalf and remain responsible for their acts and omissions;
• maintain reasonable records of campaigns, placements, disclosures and traffic sources for at least twenty-four (24) months;
• cooperate promptly with reasonable compliance, fraud, attribution and payment investigations; and
• notify the Company promptly of any material complaint, regulatory inquiry, platform enforcement action, security incident, suspected Fraudulent Activity or unauthorised use of Company intellectual property.

The Affiliate Partner is solely responsible for all costs incurred in connection with its participation; the Company has no obligation to reimburse marketing, production, staffing, travel, technology, tax or other costs unless expressly agreed in writing.

The Affiliate Partner shall not access an Affiliate Account belonging to another person, share its credentials or attempt to circumvent any account restriction. Activity conducted through the Affiliate Account is deemed authorised unless the Affiliate Partner promptly notifies the Company of unauthorised access and secures the account. The Affiliate Partner shall not collect payments, payment credentials or account passwords from Users, and shall not provide customer support, refunds, commitments or representations in the Company's name, nor interfere with the Company's relationship with any User.

The Affiliate Partner shall not, directly or indirectly, circumvent or attempt to circumvent any tracking, attribution, payment, approval, compliance, territory, account, suspension, security or fraud-prevention mechanism.

7. Marketing and Promotion Requirements

General standard

All promotions must be lawful, truthful, fair, transparent, professionally presented and consistent with the Application's actual features and current terms. The Affiliate Partner shall verify material claims before publication and correct inaccurate or outdated content promptly. Advertising, sponsorship and affiliate relationships must be disclosed prominently and understandably — a disclosure must not be hidden, ambiguous or placed where Users are unlikely to see it. The Affiliate Partner shall comply with all applicable rules of Apple, Google Play, Meta, TikTok, X, YouTube, search engines, app stores, advertising networks, payment providers and any other platform used for promotion.

Prohibited marketing practices

Unless the Company gives prior written approval, the Affiliate Partner shall not:

• bid on or use the Company's names, trademarks, app names, domain names, slogans or misspellings as paid-search keywords, ad-account names or hidden metadata;
• register or control any domain, app name, website, social-media handle or account confusingly similar to Company intellectual property, or present it as an official Company property;
• impersonate the Company, its personnel, support function or another authorised partner;
• modify Approved Materials, Company branding, screenshots, app-store badges, legal notices or product descriptions in a material way;
• state or imply that Users can win cash, withdraw money, cash out, earn investment returns or redeem Purchases or Virtual Items for money;
• describe the Application as gambling, betting, a casino, an investment or a money-making opportunity unless expressly approved in writing and lawful in the relevant jurisdiction;
• make false, exaggerated or unsubstantiated claims about prizes, odds, earnings, pricing, user numbers or endorsements, including fake countdown timers or manufactured scarcity;
• publish fake reviews, fabricated testimonials, synthetic endorsements or deepfakes;
• target minors where prohibited by law or exploit vulnerable persons;
• market into a jurisdiction, platform, audience or channel prohibited or restricted by the Company or applicable law;
• send unsolicited email, SMS, direct messages or push notifications contrary to law or without required consent;
• use spyware, malware, adware, forced redirects, hidden frames, pop-unders or other intrusive technology;
• engage in cookie stuffing, forced clicks, click injection, cloaking, misleading redirects, traffic laundering, fake installs or other Fraudulent Activity;
• offer cashback, rebates, free gifts, competitions or other incentives for registrations or Purchases unless expressly approved in writing;
• scrape Company or User data, reverse engineer Company software, or interfere with the Application or Tracking Systems;
• purchase fake followers, likes, views or engagement, or use engagement pods or automated amplification;
• infringe third-party intellectual property, privacy, publicity, consumer or contractual rights;
• use Approved Materials in unlawful, defamatory, obscene, discriminatory or hateful content; or
• take any action that may expose the Company, the Application, an app-store listing, an advertising account, a payment account or another Company relationship to suspension, investigation, restriction or reputational harm.

Influencer, testimonial and AI content

An Affiliate Partner using influencers, creators or endorsers shall ensure each person has actually reviewed the relevant claims, discloses the commercial relationship and does not make statements the Affiliate Partner could not lawfully make itself. AI-assisted or AI-generated promotional content must be reviewed by a competent human before publication, and must not create inaccurate claims, fake testimonials, unauthorised synthetic voices or images of real persons, or content that obscures the fact it is advertising. The Affiliate Partner remains fully responsible for all content it publishes or commissions, whether created by an employee, contractor, influencer, agency, automated system or AI tool.

Approval and takedown

The Company may require prior approval of any promotional content, campaign, traffic source or channel, and may require material to be amended, paused or removed immediately where it reasonably considers it inaccurate, outdated, unlawful, non-compliant, harmful or inconsistent with the Company's brand or risk requirements. The Affiliate Partner shall comply with a takedown or correction request within the period specified and, where none is specified, within twenty-four (24) hours.

No gambling or cash-out representations

The Application is not intended to facilitate gambling, betting or wagering. Purchases and Virtual Items do not give Users a right to withdraw, cash out or redeem money, except for any refund required by mandatory law or platform policy. The Affiliate Partner shall not market the Application as a gambling, betting or casino product, or represent that Users can win, withdraw or receive real money, unless the Company has expressly approved the specific representation in writing and it is lawful in the relevant jurisdiction.

8. Tracking and Attribution

The Company shall provide one or more Affiliate Links or other approved tracking mechanisms. The Affiliate Partner shall use only approved tracking methods and shall not alter, mask, shorten or redirect an Affiliate Link in a manner that interferes with attribution or transparency. The Company uses commercially reasonable efforts to operate the Tracking Systems accurately but does not guarantee uninterrupted or error-free tracking, and is not liable for failure caused by browser settings, cookie restrictions, privacy tools, ad blockers, device changes, third-party software, internet outages, fraud controls, force majeure or circumstances beyond its reasonable control. The Company may modify or replace tracking technology, attribution windows and methodologies at any time.

Only Users and Purchases correctly attributed under the Company's current attribution rules are eligible to generate Commission. Where more than one affiliate, channel, device or campaign claims the same User, the Company's attribution rules and Tracking Systems determine attribution, and the Company may reject attribution where it cannot reasonably be verified or where Fraudulent Activity, technical manipulation, duplicate attribution or material tracking error is identified.

The Company's Tracking Systems, databases, payment records, app-store reports, analytics and internal records constitute prima facie evidence of clicks, registrations, Qualified Users, Qualifying Purchases, Net Revenue, Commission, refunds, chargebacks, deductions, payments and traffic quality, except where the Affiliate Partner demonstrates a manifest error. Any alleged tracking or statement error must be notified in writing within thirty (30) days after the relevant information becomes available, identifying the affected period, transaction or User with supporting evidence. Except where required by mandatory law, the Affiliate Partner has no right to inspect or audit Company source code, security systems, fraud models, User-level personal data, third-party contracts or confidential accounting records.

9. Qualified Users and Qualifying Purchases

A User qualifies as a Qualified User only where the Company determines, acting reasonably and in good faith, that the User completed a genuine registration through an approved Affiliate Link and was validly attributed; is a new User who has not previously registered for the Application; that registration and use comply with applicable law and this Agreement; the User is not a duplicate, test, fraudulent, excluded, suspended or restricted account; the User is not the Affiliate Partner, a person acting on its behalf, or a household member acting to generate Commission; and the registration is not associated with Fraudulent Activity or an unapproved incentive.

The following do not qualify for Commission: Company employees, officers, directors, contractors or test users; the Affiliate Partner and persons acting on its behalf; duplicate or previously registered Users; self-referrals; fraudulent or fabricated accounts; and any category excluded in writing by the Company for legitimate legal, regulatory, commercial or fraud-prevention reasons.

A Purchase qualifies as a Qualifying Purchase only where made by a Qualified User during the Commission Period, is genuine, has been successfully processed, has generated Net Revenue and remains free from refund, reversal, chargeback, cancellation, payment dispute and Fraudulent Activity. The Company may delay recognition of a Purchase until settlement information is received and any reasonable refund or fraud-review period has elapsed, and may remove or correct Qualified User or Qualifying Purchase status after initial recognition where later information shows eligibility criteria were not satisfied.

The Affiliate Programme is based solely on Net Revenue from genuine Purchases. Commission is not calculated by reference to a User's game results, losses, winnings, prize outcomes or withdrawals, and Users cannot withdraw or redeem Purchases, virtual currency or Virtual Items for cash through the Application. All User accounts, contractual relationships and associated goodwill remain under the sole control of the Company; the Affiliate Partner acquires no ownership or proprietary interest in any User by making a referral.

10. Commission

Subject to this Agreement, the Affiliate Partner shall earn Commission equal to 20% of Net Revenue generated by each Qualified User from Qualifying Purchases made during that Qualified User's Commission Period. The Commission Period begins on the Qualified User's Registration Date and ends at 23:59 on the day immediately preceding the twelve-month anniversary of that date; no Commission accrues on Purchases made after the Commission Period.

Commission accrues only after the underlying funds have been received as cleared funds by or on behalf of the Company and the relevant Purchase has satisfied the requirements of this Agreement. A pending, authorised, reported or estimated transaction does not by itself create an entitlement to Commission. Commission is not payable on taxes, app-store or platform commissions, payment fees, bonuses, promotional credits, free virtual currency, refunded Purchases, chargebacks, payment reversals, fraudulent transactions, goodwill credits, bad debt or any amount that does not constitute Net Revenue.

The Company may introduce alternative Commission structures, bonuses, referral incentives or promotional campaigns from time to time; such terms apply only where expressly communicated in writing and do not amend the remainder of this Agreement or create a continuing entitlement after the campaign ends.

The Company may correct computational, accounting, administrative, attribution or tracking errors and adjust Commission to reflect refunds, chargebacks, reversals, fraud, taxes, corrected settlement data or other permitted deductions. Commission paid in error, or in connection with Fraudulent Activity, an ineligible User or Purchase, technical malfunction or breach of this Agreement, is repayable on written demand; the Company may deduct it from current or future Commission or recover it by any other lawful means, and the Affiliate Partner shall otherwise repay it within fourteen (14) days after written demand. A negative adjustment may be carried forward against future Commission until recovered.

Participation does not guarantee any minimum income, Commission rate, conversion rate, number of Qualified Users, level of Net Revenue or commercial success. Commission rights are personal to the Affiliate Partner and may not be sold, assigned, factored, charged, pledged or transferred without the Company's prior written consent. The Company may change the Commission structure prospectively in accordance with Clause 23; a change shall not reduce Commission validly accrued before its effective date, except for adjustments otherwise permitted by this Agreement.

11. Statements and Payments

Commission shall normally be calculated as at the final Business Day of each calendar month using the information then available, and approved Commission shall normally be paid within ten (10) Business Days after the end of the relevant month. Payments shall be made only where the accumulated approved and payable balance equals or exceeds EUR 100; a lower balance rolls forward automatically until the threshold is reached, except for a final payment under Clause 22.5. The Company may change the payment threshold or timetable prospectively in accordance with Clause 23.

Payments shall be made in euro unless the Company specifies another currency, by bank transfer, payment platform or another method selected by the Company. The Affiliate Partner is responsible for providing accurate payment details and for any bank, intermediary, conversion or payment-provider fees charged to it. A payment is treated as made when the Company instructs its bank or payment provider to transfer the relevant amount; the Company is not responsible for delays caused by banks, payment providers, compliance checks or incorrect information supplied by the Affiliate Partner.

The Company may withhold all or part of a payment or maintain a reasonable reserve where it reasonably suspects or identifies Fraudulent Activity or breach of this Agreement; a tracking, attribution, accounting or payment dispute; refund, chargeback, reversal or bad-debt exposure; incomplete or inconsistent identity, tax or payment information; sanctions, AML or source-of-funds concerns; platform or payment-provider investigation; or another matter requiring investigation or reconciliation. Undisputed Commission shall be released promptly after the relevant investigation concludes.

The Company may deduct from any current or future payment any amount owed by the Affiliate Partner, including overpayments, refunds, chargebacks, fraud losses, payment costs, administrative errors, judgments and recoverable legal costs. The Affiliate Partner shall raise a payment or statement dispute within thirty (30) days after the relevant statement or payment date, failing which the statement or payment is deemed accepted except in the case of manifest error. Any claim relating to Commission, attribution, a statement or payment must be commenced within twelve (12) months after the date the relevant statement was issued or should reasonably have been issued.

12. Self-Billing

Where permitted by applicable law, the Company shall operate a self-billing arrangement under which it may prepare and issue invoices on behalf of the Affiliate Partner for Commission services supplied under this Agreement. This Clause constitutes the Parties' prior agreement to self-billing and the procedure for the Affiliate Partner's acceptance of each self-billed invoice, which may include the Affiliate Partner's legal name, address and VAT/tax details; the Company's legal name, address and VAT details; a unique invoice number and date; the relevant Commission period; the net amount, VAT treatment and total amount; and any other particulars required by law.

The Affiliate Partner authorises the Company to issue self-billed invoices throughout the Term and warrants that all invoicing information supplied is complete, accurate and current. A self-billed invoice is deemed accepted unless rejected in writing within seven (7) days after being made available, identifying the specific manifest error with supporting information; a general objection to the commercial terms is not a valid rejection. Where a valid error is identified, the Company shall issue a correction, credit note or replacement invoice, with the undisputed part remaining payable.

The Affiliate Partner shall not issue a duplicate or inconsistent invoice for the same Commission period, and shall notify the Company promptly of any change to its invoicing information. If self-billing is unavailable, prohibited or impracticable in a relevant jurisdiction, the Company may require a compliant invoice and may suspend payment until it is received. Payment made in accordance with an accepted self-billed invoice fully discharges the Company's payment obligation. The Company may amend or discontinue self-billing on notice where reasonably required by law, tax practice or operational requirements.

13. Taxes, Verification, AML, Sanctions and Trade Controls

The Affiliate Partner is solely responsible for determining, reporting and paying all income tax, corporation tax, VAT, social security, withholding tax and other charges arising from its participation or receipt of Commission. The Company may deduct or withhold tax where required or reasonably necessary under applicable law, and shall provide evidence of a withholding where required and reasonably available.

The Company may request tax residency certificates, VAT certificates, tax identification numbers, beneficial ownership information, identity documents or source-of-funds information reasonably required for tax, payment, AML, sanctions, fraud-prevention or regulatory purposes.

The Affiliate Partner represents and warrants that neither it, nor to its knowledge any person controlling it or receiving payment on its behalf, is subject to applicable sanctions or located in a prohibited jurisdiction, and shall notify the Company immediately if this changes. The Affiliate Partner shall comply with all applicable sanctions, export-control, trade-restriction and anti-boycott laws.

The Company is not required to make a payment to a third-party account, nominee or other person unless it has approved the arrangement and completed any required verification. Failure to provide requested information or resolve a compliance concern may result in suspension of tracking, Commission, invoicing or payment until the matter is resolved.

14. Fraud, Invalid Traffic and Investigations

The Company maintains a zero-tolerance policy towards Fraudulent Activity and invalid traffic, and may use automated and manual monitoring, third-party fraud tools, device and network signals, app-store information and payment data to assess traffic quality, attribution, Purchases and compliance. Where the Company reasonably suspects Fraudulent Activity or a material breach, the Affiliate Partner shall promptly provide requested information, including campaign details, traffic-source information, placement URLs, ad-account identifiers, screenshots, analytics, invoices and explanations of unusual activity.

During an investigation, the Company may suspend the Affiliate Account, tracking, access, attribution, statements or payments and may maintain a reasonable reserve, without this constituting a breach of this Agreement where taken reasonably and in good faith. Without limiting any other remedy, the Company may reject or reclassify traffic, Users or Purchases; remove Qualified User or Qualifying Purchase status; withhold, cancel, reverse or recover Commission connected with the activity; deduct losses and recoverable investigation-related costs; suspend or terminate the Affiliate Partner immediately; permanently exclude the Affiliate Partner or related persons from the Affiliate Programme; and report suspected unlawful conduct to platforms, payment providers, regulators or law enforcement.

Commission previously paid in relation to Fraudulent Activity or an ineligible Purchase is repayable on demand and may be recovered by set-off, deduction or other lawful means. A material failure to cooperate with an investigation, preserve relevant records or provide a credible explanation may be taken into account when the Company determines whether traffic or Purchases are valid. The Company shall exercise its rights under this Clause reasonably and in good faith but is not required to disclose confidential fraud rules, detection thresholds, security methods or User-level information.

15. Intellectual Property

All intellectual property rights in or relating to the Company, the Application and the Affiliate Programme — including trademarks, trade names, logos, domain names, software, source code, algorithms, databases, designs, artwork, videos, tracking technology, commission methodologies and confidential know-how — remain the exclusive property of the Company or its licensors. Nothing in this Agreement transfers ownership of any Company intellectual property to the Affiliate Partner.

During the Term, the Company grants the Affiliate Partner a limited, non-exclusive, non-sublicensable, non-transferable and revocable licence to use Approved Materials solely to promote the Application in accordance with this Agreement. Without prior written approval, the Affiliate Partner shall not alter Company branding or create derivative works from Approved Materials; use Company intellectual property in a business name, product name, domain, app or paid-search keyword; register or attempt to register Company intellectual property or anything confusingly similar; challenge Company ownership or validity; remove proprietary notices; or use Company intellectual property for any purpose other than approved promotion. All resulting goodwill accrues exclusively to the Company.

The Affiliate Partner retains ownership of original content it creates, excluding Company intellectual property and third-party materials, and grants the Company a worldwide, royalty-free, transferable and sublicensable licence to use, reproduce, adapt, translate, display, distribute and archive promotional content incorporating Company intellectual property for marketing, operational, compliance, evidential and record-keeping purposes. This licence continues after termination to the extent reasonably required for archival, evidential and compliance purposes. The Affiliate Partner warrants that it owns or has all necessary rights and permissions for content, music, images, voices, performances, testimonials and personal likenesses used in its promotions, and shall notify the Company promptly of suspected infringement or impersonation involving Company intellectual property. The licence granted to the Affiliate Partner terminates automatically when this Agreement ends or when the Company revokes approval of the relevant material.

16. Confidentiality

The Affiliate Partner shall keep Confidential Information strictly confidential, use it only for lawful participation in the Affiliate Programme, disclose it only to personnel and advisers who need to know it and are bound by confidentiality obligations, protect it using appropriate security measures, and notify the Company promptly of any actual or suspected unauthorised access, use or disclosure.

These obligations do not apply to information that is or becomes public other than through breach of this Agreement; was lawfully known to the Affiliate Partner without restriction before disclosure; was lawfully received from a third party without confidentiality restriction; or was independently developed without use of Confidential Information. The Affiliate Partner may disclose Confidential Information where required by law, court order or competent authority, giving the Company prompt notice where lawful and limiting disclosure to what is required.

On request or termination, the Affiliate Partner shall stop using and return or securely destroy Confidential Information, except copies required by law or held in secure routine backups. These obligations continue for three (3) years after termination; trade secrets remain confidential for as long as they retain trade-secret status under applicable law. The Affiliate Partner acknowledges that unauthorised use or disclosure may cause harm not adequately compensated by damages alone, and the Company may seek injunctive or other equitable relief in addition to other remedies.

17. Data Protection, Privacy and Electronic Marketing

Each Party shall comply with applicable data protection, privacy, cookie and electronic-marketing laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") where applicable. Unless the Parties expressly agree otherwise, each Party acts as an independent controller for personal data it determines to process for its own purposes; nothing in this Agreement appoints either Party as processor for the other. If an activity requires one Party to process personal data on behalf of the other, the Parties shall enter into any required data-processing terms before that processing begins.

The Affiliate Partner shall collect and use personal data only on a valid legal basis and for transparent, specified purposes; provide legally required privacy and cookie notices; obtain valid consent for direct marketing, cookies or tracking where required; not transmit personal data to the Company without a lawful, necessary and secure basis; not purchase, scrape or use unlawfully obtained contact lists or personal data; implement appropriate security measures; and respect data-subject rights and international-transfer requirements. The Affiliate Partner shall notify the Company without undue delay of any personal-data breach, complaint, regulatory inquiry or data-subject request materially relating to the Company, the Application, an Affiliate Link or shared data.

The Company may process personal data relating to the Affiliate Partner and its personnel for onboarding, programme administration, payment, compliance, fraud prevention, security, communication and legal purposes in accordance with applicable law and the Company's relevant privacy notice.

18. Representations, Warranties and Disclaimers

The Affiliate Partner represents and warrants throughout the Term that it has full power and authority to enter into and perform this Agreement; all registration, verification, tax, VAT, payment and ownership information supplied is accurate and complete; its activities and content comply with applicable law, advertising standards, platform policies and this Agreement; it owns or has permission to use all promotional content and will not infringe third-party rights; it will not engage in Fraudulent Activity or knowingly facilitate unlawful or abusive conduct; it is not subject to sanctions or restrictions that would make participation or payment unlawful; and it will notify the Company immediately if any warranty becomes inaccurate or misleading.

The Company does not warrant any level of traffic, registrations, Purchases, Net Revenue, Commission, profitability, availability, conversion, user retention, platform access or continued operation of the Affiliate Programme, nor that the Application, Affiliate Account, Tracking Systems, reports or Affiliate Links will be uninterrupted, error-free, secure or compatible with every device. Except where prohibited by law, the Affiliate Programme, Affiliate Account, Approved Materials and Tracking Systems are provided "as is" and "as available", and all implied warranties are excluded to the fullest extent permitted by law. The Affiliate Partner acknowledges that it has not relied on any forecast, oral statement, estimate or representation not expressly set out in this Agreement.

19. Indemnity

The Affiliate Partner shall indemnify and hold harmless the Company, its affiliates, licensors, shareholders, directors, officers, employees and contractors from and against losses, liabilities, claims, damages, penalties, fines, taxes, costs and expenses (including reasonable legal fees) arising out of or connected with the Affiliate Partner's breach of this Agreement; unlawful, misleading or unauthorised marketing; Fraudulent Activity or invalid traffic attributable to the Affiliate Partner or persons acting on its behalf; infringement of intellectual property, privacy, publicity or other third-party rights; breach of data protection, privacy, cookie or electronic-marketing law; tax, employment or contractor claims relating to the Affiliate Partner or its personnel; an unauthorised representation, promise or commitment; or the negligent, reckless, fraudulent or wilful act or omission of the Affiliate Partner or a person acting on its behalf.

The Company shall give reasonable notice of an indemnified third-party claim where practicable, may control the defence and settlement, and the Affiliate Partner shall provide reasonable cooperation at its cost. The Affiliate Partner shall not admit liability or settle an indemnified claim in a manner that imposes liability or reputational harm on the Company without its prior written consent. The Company shall take reasonable steps to mitigate losses recoverable under this Clause.

20. Limitation of Liability

To the fullest extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings, data, opportunity, contracts or business, arising out of or connected with this Agreement or the Affiliate Programme. The Company is not liable for loss arising from tracking or attribution failure caused by circumstances described in Clause 8.1.2; app-store, advertising-platform or payment-provider action or failure; a change made in accordance with this Agreement; Fraudulent Activity, inaccurate information or breach by the Affiliate Partner; a suspension, withholding, reserve or investigation reasonably undertaken; or events beyond the Company's reasonable control.

The Company's aggregate liability arising out of or in connection with this Agreement shall not exceed the total Commission actually paid to the Affiliate Partner during the twelve (12) months immediately preceding the event giving rise to the claim. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited. Nothing in this Clause limits the Affiliate Partner's obligation to repay overpayments or fraud-related amounts, or its liability under Clauses 14, 15, 16, 17 or 19. Each Party shall take reasonable steps to mitigate any loss for which it seeks recovery.

21. Term, Suspension and Termination

This Agreement begins when the Affiliate Partner accepts it electronically or first participates in the Affiliate Programme, whichever occurs first, and continues until terminated. Either Party may terminate this Agreement at any time by written notice; termination may take effect immediately unless the notice states a later date.

The Company may suspend or terminate the Affiliate Partner immediately where it reasonably believes this is necessary to investigate or respond to suspected Fraudulent Activity or material breach; protect Users, the Company, the Application, the Affiliate Programme, intellectual property, security or reputation; comply with law, regulation, court order or sanctions; comply with or protect an app-store, platform, advertising, banking or payment-provider relationship; prevent abuse, invalid traffic, payment loss or technical interference; address inaccurate or misleading registration, tax or verification information; address insolvency or an analogous event affecting the Affiliate Partner; or enforce this Agreement. The Company may also terminate or suspend an Affiliate Account that has been inactive for a prolonged period or has no genuine traffic, after reasonable notice.

During suspension, the Affiliate Partner shall not conduct new promotions or represent itself as an active Affiliate Partner, and traffic, registrations and Purchases arising during suspension do not generate Commission unless the Company confirms otherwise. Suspension does not waive any breach and does not prevent later termination, recovery or other action.

22. Consequences of Termination

On termination or expiry, the Affiliate Partner shall immediately stop using all Affiliate Links and cease representing itself as connected with the Affiliate Programme; all licences granted to it terminate; it shall remove Company branding and Approved Materials from its websites, apps, advertisements and social-media accounts; it shall return or destroy Confidential Information as required by Clause 16.4; and it remains responsible for outstanding repayment, indemnity, tax, compliance and other obligations.

Outstanding Commission remains payable only to the extent it was validly accrued before termination, is supported by Net Revenue and is not subject to refund, chargeback, reversal, fraud, dispute, set-off, reserve or other adjustment. The Company may retain a reasonable reserve for up to ninety (90) days after termination to account for delayed platform reports, refunds, chargebacks and fraud, longer while a genuine investigation or dispute remains unresolved. Except where the Company expressly agrees otherwise, no Commission accrues on Net Revenue generated after the effective date of termination, including Purchases by Users referred before termination.

After final reconciliation, the Company shall pay any valid, undisputed final balance in the next reasonably practicable payment cycle even if below the ordinary EUR 100 threshold, and may deduct reasonable external transfer charges. Termination does not entitle the Affiliate Partner to compensation for loss of prospective Commission, traffic, goodwill, investment, expenditure or business opportunity. Clauses which by their nature are intended to survive termination continue in force, including Clauses 10.7, 11, 12, 13, 14, 15, 16, 17, 19, 20, 22 and 25.

23. Amendments

The Company may amend, update or replace this Agreement from time to time by publishing an updated version on its website or affiliate portal, or by electronic notice. Unless a different effective date is stated, a material amendment takes effect seven (7) days after publication or notice; non-material, administrative or clarifying amendments may take effect on publication. The Company may implement an amendment immediately where reasonably necessary to comply with law, regulation, tax requirements, platform or payment-provider rules, to prevent fraud or abuse, to protect security or to preserve the integrity of the Affiliate Programme.

Continued participation after an amendment takes effect constitutes acceptance of the amended Agreement. If the Affiliate Partner does not agree with an amendment, its sole remedy is to stop participating and terminate this Agreement before the amendment takes effect. Amendments apply prospectively and shall not reduce Commission validly accrued before the effective date, except where an adjustment is otherwise permitted under this Agreement. The version identified by the most recent "Last Updated" date published by the Company supersedes earlier versions from its effective date.

24. Force Majeure

Neither Party is liable for delay or failure to perform an obligation, other than an obligation to pay an amount already due, where caused by an event beyond its reasonable control — including natural disaster, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, governmental action, sanctions, labour dispute, power failure, internet or telecommunications outage, cyberattack, denial-of-service attack, cloud or hosting failure, DNS failure, app-store or platform outage, payment-provider failure, supply-chain disruption or failure of a material third-party service provider. The affected Party shall use reasonable efforts to mitigate the effect of the event and resume performance when reasonably practicable.

25. General Provisions

Assignment

The Company may assign, transfer, charge, subcontract or novate this Agreement without the Affiliate Partner's consent, including in connection with a merger, acquisition, restructuring, financing or sale of business or assets. The Affiliate Partner may not assign, transfer, subcontract, charge or otherwise dispose of any right or obligation without the Company's prior written consent.

Severability

If any provision is invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid, or severed if modification is not possible. The remaining provisions remain in full force.

Waiver and remedies

A failure or delay to exercise a right does not waive it or prevent later exercise. A waiver is effective only if in writing and applies only to the specific circumstances given. Rights and remedies under this Agreement are cumulative and do not exclude rights or remedies provided by law.

Entire agreement and precedence

This Agreement constitutes the entire agreement between the Parties concerning the Affiliate Programme and supersedes prior discussions, communications, negotiations and understandings relating to its subject matter. The Affiliate Partner acknowledges it has not relied on any statement not expressly set out here; nothing in this Clause excludes liability for fraud or fraudulent misrepresentation. If specific written campaign terms conflict with this Agreement, the campaign terms prevail only for that campaign and only to the extent of the express conflict.

Third-party rights

Except for Company persons expressly protected by Clauses 19 and 20, a person who is not a Party has no right to enforce this Agreement. The Parties may amend or terminate this Agreement without the consent of any third party.

Notices

A notice shall be given by email, through the Affiliate Account or by another electronic method designated by the Company. A notice sent by email is deemed received on the next Business Day after transmission unless a delivery-failure notification is received; a notice posted in the Affiliate Account is deemed received when made available.

Electronic acceptance and records

Acceptance through an online registration process, click-through mechanism, electronic signature, checkbox or similar electronic method constitutes valid and legally binding acceptance of this Agreement. Electronic records maintained by the Company concerning acceptance, notices, Agreement versions, campaigns, transactions, tracking, statements, invoices, payments and communications are admissible and constitute prima facie evidence of the matters recorded, except where the Affiliate Partner demonstrates manifest error.

Language, disputes and governing law

This Agreement is made in English; the English version prevails in the event of inconsistency with any translation. Before commencing court proceedings, a Party shall give written notice describing the dispute and allow at least thirty (30) days for good-faith discussions, unless urgent injunctive relief, preservation of rights, fraud prevention or a legal deadline requires earlier action. This Agreement and any non-contractual obligation arising out of or in connection with it are governed by the laws of Malta, and the courts of Malta have exclusive jurisdiction, subject to any mandatory law that cannot be excluded.

Contact details

Questions regarding this Agreement may be directed to the Company using the contact method specified in the Affiliate Account or at: