Groove Services Limited - Affiliate Terms and Conditions

1. General Provisions and Definitions

"Advertising Material" refers to any form of communication forwarded or offered to Customers for the promotion of the Groove Services Limited Website and the creation of links from the Affiliate Website(s).

"Affiliate" refers to the applicant, the natural or legal person filing an application to participate in the Affiliate Program.

"Affiliate Application" refers to the application form whereby the Affiliate registers to participate in the Affiliate Program. The Affiliate Application can be accessed at the following address: https://ohmypartners.com

"Affiliate Program" refers to the cooperation between the Company and the Affiliate whereby the Affiliate shall promote the GSL Website and generate Links redirecting from the Affiliate Website(s) to the GSL Site. The Company shall pay the Affiliate a commission as set out under this Agreement, based on the traffic generated to the GSL Website, in accordance with the terms and conditions set out herein and to the applicable Casino Commission Structure.

"Affiliate Services" refers to the Affiliate’s promotional efforts deployed for the GSL Website and the creation of Links redirecting from the Affiliate Website(s) to the GSL Site.

"Affiliate Website(s)" refers to one or several websites operated and administered by the Affiliate.

"Agreement" refers to (a) all the terms and conditions set forth herein, (b) the terms and conditions of the Commission Structures applicable to the different products, (c) the Privacy Policy, and (d) any additional restrictions and/or guidelines of the Company and/or the GSL Website periodically notified to the Affiliate.

"Approved Marketing Material" refers to marketing media such as banners, text and/or other online or offline promotional content and materials and any related intellectual property rights thereto having been either provided by GSL or approved by GSL or created in accordance with this agreement and the relevant marketing standards.

"Casino Commission Structures" refers to the commission structure as set out in Section 17 hereinafter, or any particular commission structure which the Company and the Affiliate have both expressly agreed upon.

"Commission" refers to the earnings to be paid to the Affiliate based on the promotion of GSL products and services and the players referred to GSL by the Affiliate.

"Company" refers to Groove Services Limited, a company incorporated in Hong Kong (registration number 2569256), headquartered at Flat A1-A7, 2/F, Pahsang Industrial BLDG., 16 Sun On Street, Tuen Mun, N.T, Hong Kong

"Confidential Information" refers to any information of commercial or essential value for either of the Parties, including but not limited to financial information, trade secrets, know-how, prices, proprietary business information, products, strategies, reports, databases, information about New Customers, other customers and users of the GSL Website, technology, marketing forecasts and modus operandi.

"Groove Services Limited" or "GSL" refers to the Company and any related group company in charge of the GSL Website’s operational activities.

"Groove Services Limited Website" or "GSL Website" or "The Site" refers to the website registered under domain name www.ohmypartners.com or any other domain names where applicable in other jurisdictions. ( not sure we need that)

"GSL Affiliates Website" refers to the website registered under domain name www.ohmypartners.com

"Intellectual Property Rights" refers to any copyrights, patents, trademarks, service marks, inventions, domain names, brands, commercial names, utility brands, computer software rights, source codes, database and know-how rights, design rights, Confidential Information, registrations thereof and/or any other rights in the nature thereof.

"Links" refers to Internet hyperlinks redirecting to the GSL Website from the Affiliate Website(s).

"Net Revenue", in terms of casino, refers to all monies received the Company from New Customers in relation to placed bets/casino activities less (a) monies paid out to New Customers as winnings, (b) bonus and jackpot contribution payouts, (c) administration fees, (d) fraud costs, (e) charge-backs, (f) returned stakes and (g) monies paid out as fees, duties or taxes. To dispel any doubt, all the aforementioned amounts only concern amounts origination from New Customers who were referred to the GSL Website via the Affiliate Website(s).

"New Customer" refers to a new first-time customer of the Company who:- Has registered directly after having been referred from the Affiliate Website(s) to the GSL Website and has created a new GSL player account;- Has made an initial deposit of at least the minimum deposit amount required by the GSL Website into his GSL player account, pursuant to the applicable terms and conditions of the GSL Website, with the exclusion of the Affiliate, its employees, relatives and/or acquaintances; and- Does not already exist in GSL's customer database; a customer who has previously closed a GSL player account and opens a new one through the Affiliate shall not be deemed to satisfy such a condition.

"Party" or "Parties" individually or collectively refers to the Company and/or the Affiliate, both "Parties" to this Agreement.

"Privacy Policy" refers to Company’s privacy policy, accessible on the GSL Website by clicking the "Privacy & Cookies" section located in the footer menu.

"Sub-Affiliate" refers to a natural and/or legal person that an Affiliate directs in any suitable form to GSL and who can be associated to the Affiliate’s unique Affiliate account / identity; the said natural or legal person becomes a GSL Affiliate.

"Sub-Affiliate Deal" refers to the Company’s consent for an Affiliate to refer other Affiliates to the GSL Website.

1.1 The Approved Marketing Material of the online gaming activities offered on the GSL Website is the sole responsibility of the Company.

1.2 The Affiliate is responsible for the maintenance and the operation of the Affiliate Website(s).

1.3 This Agreement lays out the general terms and conditions of the Affiliate Program and shall be accepted by both Parties as legally binding between the Company and the Affiliate.

1.4 Upon acceptance and completion of the Affiliate Application the Affiliate accepts all the terms and conditions of the Agreement and agrees to abide thereby, including any advertising instructions as the Company may periodically issue and which can be accessed on the GSL Affiliate Website.

1.5 Upon submission of the Affiliate Application by the Affiliate, this Agreement shall enter into effect in relation to the Affiliate but shall not be legally binding on the Company until the Company fully approves and validates the said Affiliate Application.

2. Affiliate Application Acceptance

2.1 The Company shall examine the Affiliate Application upon submission, following which the Affiliate shall receive written email notification of the Company’s acceptance or rejection of the Affiliate Application. The Company reserves the right to reject any application at its sole discretion. The Company’s decision is final and irrevocable.

2.2 As soon as the acceptance of the Affiliate Application is confirmed in accordance with the foregoing provisions, the Company grants the Affiliate the non-exclusive and non-transferable right to direct New Customers to the GSL Website pursuant to the conditions set forth in this Agreement. The Affiliate acknowledges that The Company has the right to solicit Affiliate Services from other service providers offering services of identical or similar character to those provided by the Affiliate. Unless GSL grants the Affiliate a Sub-Affiliate Deal, the Affiliate shall not be entitled to Commission Fees or any other form of compensation for business acquired by or through natural or legal persons other than the Affiliate.

3. Conditions for Eligibility

The Affiliate hereby declares and guarantees that:

(i) he/she has the full legal capacity and authority to enter into this Agreement, to grant the rights and perform all his/her obligations under this Agreement. The Affiliate also guarantees that he/she shall retain such capacity and authority throughout the entire term of this Agreement;

(ii) all information that he/she has provided the Company is complete, accurate and truthful;

(iii) he/she has secured and shall maintain in force all required registrations, authorizations, permits and licenses so as to perform all his/her obligations under this Agreement;

(iv) he/she shall abide by all applicable laws and regulations in the fulfillment of his/her obligations;

(v) he/she fully acknowledges and accepts the provisions of this Agreement.

4. Company Responsibilities and Obligations

4.1 Upon full and formal acceptance of the Agreement by the Affiliate, he/she shall be assigned a unique player tracking code through which the Affiliate is integrated in the Site technical platform. The said player tracking code serves to register and/or track New Customers acquired through the Link(s) on the Affiliate Website and the bets placed during such sessions.

4.2 The Company shall provide the Affiliate with all necessary information and Approved Marketing Material required for the implementation of links and marketing materials on the Affiliate Website(s). The actual implementation of the said links and marketing materials on the Affiliate Website(s) shall not be the Company’s responsibility.

4.3 In the event that the Affiliate produces his/her own marketing material, such marketing material shall comply with the conditions set out herein. Where these conditions change, the Affiliate will implement any required changes in a timely manner. The Company shall not be held liable for any fines and/or penalties that the Affiliate may incur, either as the result the Affiliate using Approved Marketing Material or the Affiliate’s non-compliance with applicable guidelines and regulations.

4.4 The management of turnover generated through the Links is the Company’s responsibility. The Company shall keep record of net revenues and the total amount of commission earned through the Links, shall submit commission statistic reports to the Affiliate, and shall handle all customer service issues in relation to the Company’s business. All New Customers shall be assigned a unique tracking identification code.

4.5 The Company shall pay Commission to the Affiliate in accordance with the traffic generated subject to the provisions set out herein.

4.6 The Company shall deploy its reasonable efforts to ensure that any New Customer directed to the GSL Website who opens a new player account be identified as originating from the Affiliate Website. Nevertheless, the Company shall accept no responsibility in the event that it is unable to determine whether or not a New Customer has originated from such Site.

4.7 The Company reserves the right to demand any additional information from the Affiliate at its sole discretion for due diligence purposes pursuant to its obligations under applicable law.

5. Company Rights to Reject Applicants or Close Accounts

5.1 The Company has the right to reject any New Customer application or close a New Customer's account at its sole discretion, should it deem such measures to be necessary so as to abide by GSL’s internal policies and/or protect its interests.

5.2 The Company has the right to reject any Affiliate applicant and/or may close any Affiliate account at its sole discretion, should it deem such measures to be necessary so as to abide by GSL's internal policies and/or protect its interest. Should the Affiliate be in violation of this Agreement, the Company has the right, in addition to closing the Affiliate's account, to take any other form of legal action so as to protect its interests.

6. Affiliate Responsibilities and Obligations

6.1 The Affiliate hereby represents, warrants, and undertakes:

(i) to deploy his/her best endeavors for active, extensive and efficient advertisement, marketing and promotion of the GSL Website in order to maximize profits for both Parties, and that he/she shall comply with the Company’s advertising instructions as may be periodically notified to the Affiliate and/or published online;

(ii) to carry out marketing activities and to refer potential New Customers to the GSL Website at his/her own risk, cost and expense. The Affiliate hereby accepts full responsibility for the distribution, content, legality and manner of his/her commercial undertakings. All of the Affiliate's commercial and promotional undertakings must be carried out in a professional, appropriate and lawful manner under applicable laws and regulations and pursuant to this Agreement;

(iii) to ensure that all information, offers and promotions related to GSL are pertinent, ongoing and relevant;

(iv) to abstain from modifying any Approved Marketing Material unless otherwise expressly authorized by the Company;

(v) to use only links provided within the framework of this Agreement; and

(vi) to bear full responsibility for the establishment, administration and maintenance of the Affiliate Website(s) as well as for all content displayed therein.

6.2 The Affiliate hereby undertakes, acknowledges and guarantees that:

(i) He/she will not perform any act, and that the Affiliate Website(s) neither contains nor promotes any material, which is defamatory, abusive, prejudicial, obscene, threatening, unlawful or otherwise inappropriate or which contains sexually explicit, pornographic, obscene or graphically violent materials;

(ii) He/she will not target persons who have not yet reached the legal age to gamble, and shall, for instance, not use imagery that may appeal specifically to children or adolescents, as defined by the Company.

(iii) He/she undertakes not to target any restricted jurisdictions where gambling and the promotion thereof is prohibited by law. The Affiliate shall not be entitled to any commission payment on products which are marketed in any such restricted jurisdictions.

(iv) He/she recognizes the Company's current engagement for the prevention of gambling addiction and undertakes to actively collaborate with the Company and take specific action to minimize gambling compulsions or addictions, such as for instance adding links provided by the Company to the Affiliate Website(s) intended to direct traffic to websites dedicated to the prevention and treatment of gambling addictions;

(a) spamming or sending unsolicited mail as an effort to bring New Customers to the Website; and

(b) subscribing as a player or making direct or indirect deposits to any player account by way of his/her tracker(s) for his/her own personal benefit and/or for the benefit of his/her family members, personal acquaintances, employees or other third parties, or taking any other measures to fraudulently inflate payable commission, or to otherwise defraud the Company. Any breach of the foregoing provision shall be deemed to be fraud;

(vi) He/she will not present the Affiliate Website(s) in such manner that it might reasonably entail any risk of confusion with the official Website and/or the Company or convey the impression that the Affiliate Website(s) partly or fully originate from the GSL Website and/or the Company.

(vii) With the exception of marketing material as the Company may issue and/or make accessible online through the website www.ohmypartners.com, the Affiliate is not authorized to use the GSL Website or other terms, trademarks and other Intellectual Property Rights of the Company or its group companies unless the Company gives its prior written consent thereto. For the avoidance of doubt, the Affiliate is not authorized to use GSL’s name or Intellectual Property Rights (including graphics and design material) in the framework of any bulk emailing unless the Company has given its prior written consent thereto. The Company has the right to terminate this Agreement should any spam complaints arise as a result of the Affiliate’s marketing operations whereby GSL or any of its products/services have been disclosed.

6.3 The Company reserves the right to suspend the Affiliate’s account without prior notice and/or withhold payment of monies due to the Affiliate and/or deduct money from the Affiliate should any traffic be deemed to have originated through fraudulent methods or in violation of this Agreement.

6.4  In the case that affiliate earnings have been lost as a result of an incident of intellectual property theft, and should there be valid proof thereof, revenue generated by the offending Affiliate may be paid to the injured party accordingly. Claims shall be submitted to [email protected] The Company shall determine, at its sole discretion, whether or not there is sufficient proof that the loss of earnings sustained by the injured party occurred as the result of intellectual property theft.

6.5 The Affiliate fully understands and acknowledges that any of his/her undertakings which are carried out in violation of this Agreement may entail very severe repercussions for the Affiliate himself/herself, for GSL, or for both Parties, such as but not limited to fines, sanctions, penalties, license conditions breaches and inability to perform business activities, as well as any form of legal action that may be taken against the Affiliate or GSL by the relevant authorities. Without prejudice to any of the Company’s rights as set forth herein or at law, should the Affiliate act in breach of the foregoing, the Company has the right to terminate this Agreement forthwith, in part or in its entirety, or close any of the accounts held by the Affiliate. The Affiliate shall be held fully liable for any such fine, sanction, penalty, claim, action, or loss which is caused to the Company as a result of his/her action or lack thereof, as the case may be.

7. Payment

7.1 The Company consents and undertakes to pay Commission to the Affiliate. All payable Commission shall be deemed to be exclusive of value added tax or any other applicable tax. The Affiliate shall be eligible to receive the Commission generated through the promotion of GSL products and services and by referring New Customers to the GSL Website.

7.2 Payable Commission is calculated at the end of each month and payments shall be carried out by the 15th of the subsequent calendar month, provided that the payable amount exceeds €100 or a larger amount as defined by the Affiliate in his/her affiliate account settings (hereinafter referred to as the "Minimum Threshold"). In the case that the due amount is less than the Minimum Threshold, it shall be carried over to the subsequent calendar month and shall be payable when the total accrued balance exceeds the Minimum Threshold.

7.3 In the event that the Commissions in any calendar month is a negative amount, the Company shall be entitled to carry forward and set off such negative amount against future commissions which would otherwise be payable to You.

7.4 Payment of Commissions shall be carried out as per the payment method defined by the Affiliate in the Affiliate account settings. If an error occurs in the calculation of the Commission, the Company reserves the right to rectify such calculation at any time.

7.5 In case of overpayment, without prejudice to any other rights, the Company reserves the right to reclaim overpayment made to the Affiliate. The Affiliate will either refund the overpaid amount, or the overpaid amount will be deducted from the subsequent month’s Commission payable to the Affiliate, and each month thereafter until the amount due is fully reimbursed.

7.6 In case of underpayment, without prejudice to any other rights, the Company reserves the right to include the underpaid amount in the Affiliate’s Commission due in the subsequent calendar month.

7.7 Acceptance of payment of the Commission by the Affiliate shall be deemed as full and final settlement of the balance due for the indicated month.

7.8 Should the Affiliate contest the reported amount due, he/she shall notify the Company within thirty (30) days from the payment date and specify the reasons of his/her disagreement. Failure to do so within the allotted time limit shall be deemed to be an irrevocable recognition and acceptance of the balance due for the indicated month.

7.9 The Company has the right, at its sole and absolute discretion, to delay the payment of any balance to the Affiliate for up to one hundred and eighty (180) days should the Company deem it necessary to cross-check the relevant transactions and verify that the said transactions abide by the provisions of the Agreement.

7.10 No payment shall be due to the Affiliate if the Company has reasons to believe that the Affiliate generated traffic through illegal means or that the traffic generated contravenes any of the provisions herein.

7.11 The Affiliate agrees to fully reimburse all Commissions received derived from fraudulent or falsified transactions and reimburse the Company for all costs and losses incurred as a result of such transactions, including but not limited to legal fees and expenses.

7.12 The Company reserves the right to impose a minimum level of activity on the Affiliate's account(s). The Company shall continuously monitor such minimum activity levels and reserves the right to terminate any agreement should the imposed limit not be reached. Such limit shall not be unreasonably high and shall essentially serve to avoid accounts for which the revenue does not cover the Company's internal costs involved in the maintenance of the account along with the payout procedure.

7.13 The payment of any and all taxes, levies, fees, charges and any other monies payable or due both locally and abroad (if applicable) to any tax office, department or other competent authority as a result of the compensation generated under this Agreement shall fall under the sole responsibility of the Affiliate. Under no circumstances whatsoever shall the Company be held liable for any such amounts unpaid by the Affiliate. In the event that the Company has to acquit such unpaid amounts, the Affiliate shall reimburse the Company in full.

8. Affiliate Website(s) and Links

8.1 The Affiliate explicitly understands and recognizes that the use of the Internet and compliance with the provisions set forth herein are at the Affiliate's risk. The Company provides no guarantee as to the accessibility of the GSL Website at any given time or any given location. Under no circumstances shall the Company be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of the GSL Website.

8.2 During the entire term of this Agreement, the Affiliate shall display the Links in a prominent manner on the Affiliate Website(s) as agreed upon by the Company and the Affiliate.

8.3 The Company has the right to supervise the Affiliate Website(s) and any other marketing material and/or channels so as to ensure the Affiliate's compliance with all the provisions set forth herein, and the Company may reasonably request that Affiliate provide the Company with all data necessary to perform such supervision.

8.4 The Affiliate shall not register nor attempt to register or purchase any website domains, keywords, search terms or other identifiers for use in advertising or search or referral services which are identical or similar to the Intellectual Property Rights of the Company and its group companies or which contain the term "GSL" or variations thereof. The Affiliate shall not develop any deceitful applications or Internet pages misrepresenting GSL in any manner whatsoever on any social media platforms, including but without limitation Facebook, Google +, Twitter etc.

8.5 The Affiliate shall refrain from taking any action which could entail any confusion as to the nature of Company's or the GSL Website's association with the Affiliate and the Affiliate Website(s).

8.6 At all times shall the Affiliate abide by data protection laws and privacy regulations, legislation and subsidiary legislation as may periodically apply. For instance, the Affiliate shall always inform his/her users of the installation of tracking technology on their hard drive when the user clicks on the Links. The user shall also be given the option to refuse such installation.

8.7 The Affiliate Website shall include at least one opt-in feature enabling the Customers to subscribe to the receipt of Advertising Material from the Affiliate via SMS or email, preferably on a confirmed opt-in basis. Should the Affiliate not include this facility, any Advertising Material sent to the Customers would qualify as spam. In the event that GSL receives any complaints from Customers about spam, the Company may require that the Affiliate provide valid proof that the opt-in facility has been provided to the Customer. Without prejudice, the Company reserves the right to suspend the Affiliate’s account as laid down in point (vii) of Section 6.2 herein.

8.8 Advertising Material sent to Customers by the Affiliate shall always include an "Unsubscribe" function through which the Customers are able to opt out of receiving Advertising Material from the Affiliate.

8.9 The Affiliate shall ensure that any marketing message forwarded to customers, shall only be sent to persons who have reached the legal age in the jurisdiction where they reside.

9. Termination

9.1 Each Party may terminate this Agreement by providing the other Party with a thirty (30) day written notice via email. Nevertheless, this Agreement shall be automatically terminated in the event that GSL is prohibited to supply online gaming services to customers via the GSL Website.

9.2 The Company may terminate this Agreement if the Affiliate is in material breach of his/her obligations pursuant to this Agreement, in the case that the breach has not been remedied by the Affiliate within three days after having received notification of such breach by GSL. This three-day time limit shall not apply for fraud as laid down in Section 6.3 herein.

9.3 Either Party may terminate this Agreement in the case of declared bankruptcy or insolvency of the other Party by court order, or if any bankruptcy or insolvency petitions have been filed against the other Party, or in any similar event indicating the insolvency of the other party.

9.4 GSL reserves the right to terminate this Agreement forthwith for business reasons or due to internal policy and control. The Company strives to provide the minimum thirty (30) days’ prior notice as provided in Section 9.1; however, in the case that the Company is unable to provide the 30-day notice, the Affiliate shall nevertheless be entitled to compensation for a thirty (30) day period from the date of notification of termination, based on the amounts paid to the Affiliate in the thirty (30) days immediately preceding the date of notification of termination.

9.5 Upon termination of this Agreement, the Parties hereby agree that:

(i) the Affiliate must remove all references to GSL from the Affiliate Website(s) as well as all communications, regardless of whether these communications are commercial or non-commercial;

(ii) all rights and licenses granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease to use any Intellectual Property Rights belonging to the Company and the GSL Website;

(iii) the Affiliate shall only be entitled to receive the remaining unpaid Commission that has been earned as of the effective termination date of this Agreement; the Company may however delay the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate shall no longer be eligible to earn or receive Commissions after the effective termination date;

(iv) in the case that the Company terminates this Agreement due to the Affiliate's violation of any of the provisions set forth in this Agreement, the Company shall have the right to withhold the Affiliate's remaining unpaid Commission as of the termination date as collateral for any claim that may arise from such violation, and whether such earned but unpaid Commission is to be paid to the Affiliate shall be at the sole reasonable discretion of the Company;

(v) any and all Confidential Information (and all copies and provenance thereof) in the Affiliate's possession, custody and control must be returned to the Company; and

(vi) termination shall release the Company from all obligations and liabilities transpiring after the date of such termination, with the exception of obligations which by nature are intended to survive termination. However, termination shall not release the Affiliate from any liability arising as a result of any violation of this Agreement which occurred prior to termination and/or to any liability arising from any violation regarding Confidential Information, even if such violation occurs after the termination of this Agreement.

10. Liabilities and Indemnification

10.1 In no event shall the Company be liable under this Agreement, whether in contract, in tort, in violation of statutory duty or in any other way, for:

(i) economic injuries, including but not limited to loss of profits, income, earnings, business, contracts or markets, anticipated or otherwise;

(ii) indirect or consequential loss; or

(iii) loss of goodwill or reputation.

10.2 The Affiliate undertakes to indemnify, defend and hold harmless the Company and its group companies/affiliates, officers, employees, agents, directors, successors, stakeholders and attorneys of law, from and against any and all claims and liabilities, including reasonable legal and expert fees and expenses incurred, in connection with or as a result of:

(i) any violation of the Affiliate's representations, warranties, covenants or obligations under this Agreement;

(ii) excluding the provisions of Section 6.4 herein, the Affiliate's use or misuse of the marketing material and the Company's and/or its group companies' Intellectual Property Rights;

(iii) all misconduct and actions arising under the Affiliate's user ID and password;

(iv) any defamatory, derogatory or unlawful material contained on the Affiliate Website(s) or Affiliate's information and data;

(v) excluding the provisions of Section 6.4 herein, any claim or allegation that the Affiliate Website(s) or the Affiliate's information and data violates any third party's intellectual property rights or any third party's rights of privacy or publicity;

(vi) access or use of the Affiliate Website(s) or the Affiliate's information and data by a third party;

(vii) any claim related to Affiliate Website(s) or the Links; and

(viii) any infringement of this Agreement or any applicable laws.

10.3 The Company and its group companies reserve the right to cooperate, at its own expense, in the defense of any matter or claim in relation to the foregoing provisions.

11. Confidentiality

11.1 The Affiliate hereby undertakes to hold, treat and safeguard all Information as confidential. The Affiliate shall not use of the Confidential Information for purposes other than those necessary to fulfill the commitments and obligations under this Agreement. For the avoidance of doubt, the Affiliate must not use the Confidential Information for any own personal or commercial purpose or any other purpose other than those set out in this Agreement.

11.2 The Affiliate agrees to refrain from unauthorized use or disclosure of the Confidential Information to any outside person or third parties neither directly or indirectly, unless with prior explicit and written consent of the Company.

11.3 The Affiliate shall only use customer data provided by the Company. The Affiliate shall not use any Confidential Information (including but not limited to residential addresses or contact phone numbers) given by customers to third parties in order to provide the Services to the company as set out herein.

11.4 Section 11 shall survive the termination of this Agreement.

12. Intellectual Property

12.1 Nothing contained in this Agreement shall provide either Party any title to or interest in or ownership rights of any kind to the Intellectual Property Rights of the other Party. For the avoidance of doubt, nothing in this Agreement shall grant any license, assignment, transfer or any other ownership right to any Intellectual Property Rights. The Affiliate hereby acknowledges and understands that he/she only has a right of use of the Approved Marketing Material provided by the Company.

12.2 All Intellectual Property Rights established and/or originating from this Agreement, including but not limited to advertising materials, databases and personal data, shall remain and become the sole property of the Company; the Affiliate shall have no claim to any such rights.

12.3 At no time during the term of this Agreement or after termination thereof shall either Party attempt, challenge, assist or enable others to challenge, register or attempt to register the Intellectual Property Rights or any rights similar to the other Party’s Intellectual Property Rights or those of any group companies of the other Party.

12.4 The Company hereby grants the Affiliate a non-exclusive royalty-free license to use its Intellectual Property Rights pursuant to the terms and conditions of this Agreement. This license shall terminate immediately upon termination of the Agreement.

13. Relationship of the Parties

13.1 Nothing herein contained, nor any action taken by any Party hereto, shall be construed to constitute either Party (or any of such Party's employees, agents, or representatives) as an employee, agent or legal representative of the other Party, nor to create any partnership, joint venture, association or syndication between the Parties, nor to grant either Party any right, power or authority, express or implied, to enter into any agreement, commitment or to impose any obligation on behalf of the other Party.

14. Miscellaneous

14.1 In the case of any conflicting meanings between the English version of this Agreement and any translation of this Agreement, the English version shall prevail over all other translated versions.

14.2 Should one of the provisions in this Agreement be adjudged to be or to become invalid or unenforceable, such provision shall be removed and replaced by one which shall most closely correspond to the commercial purpose of the void provision. All other provisions of this Agreement shall remain in force to their full extent.

14.3 No waiver of any provision of this Agreement shall be valid and effective unless in writing and signed by the person against whom such waiver is sought to be enforced, nor shall failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder.

14.4 Any notice submitted to the Company pursuant to this Agreement shall be sent via email to the attention of the Affiliate Manager of the GSL Website, unless otherwise specified by the Company. The Company shall forward all notices via email to the email address provided by the Affiliate in his/her Affiliate Application.

14.5 This Agreement or any rights and obligations hereunder may not be assigned by the Affiliate, whether by operation of law or otherwise, without the Company’s prior written consent. The Company shall have the right to assign this Agreement and all its rights and obligations hereunder to any group company or third party.

Groove Services Limited - Affiliate Terms and Conditions

1. General Provisions and Definitions

"Advertising Material" refers to any form of communication forwarded or offered to Customers for the promotion of the Groove Services Limited Website and the creation of links from the Affiliate Website(s).

"Affiliate" refers to the applicant, the natural or legal person filing an application to participate in the Affiliate Program.

"Affiliate Application" refers to the application form whereby the Affiliate registers to participate in the Affiliate Program. The Affiliate Application can be accessed at the following address: https://ohmypartners.com

"Affiliate Program" refers to the cooperation between the Company and the Affiliate whereby the Affiliate shall promote the GSL Website and generate Links redirecting from the Affiliate Website(s) to the GSL Site. The Company shall pay the Affiliate a commission as set out under this Agreement, based on the traffic generated to the GSL Website, in accordance with the terms and conditions set out herein and to the applicable Casino Commission Structure.

"Affiliate Services" refers to the Affiliate’s promotional efforts deployed for the GSL Website and the creation of Links redirecting from the Affiliate Website(s) to the GSL Site.

"Affiliate Website(s)" refers to one or several websites operated and administered by the Affiliate.

"Agreement" refers to (a) all the terms and conditions set forth herein, (b) the terms and conditions of the Commission Structures applicable to the different products, (c) the Privacy Policy, and (d) any additional restrictions and/or guidelines of the Company and/or the GSL Website periodically notified to the Affiliate.

"Approved Marketing Material" refers to marketing media such as banners, text and/or other online or offline promotional content and materials and any related intellectual property rights thereto having been either provided by GSL or approved by GSL or created in accordance with this agreement and the relevant marketing standards.

"Casino Commission Structures" refers to the commission structure as set out in Section 17 hereinafter, or any particular commission structure which the Company and the Affiliate have both expressly agreed upon.

"Commission" refers to the earnings to be paid to the Affiliate based on the promotion of GSL products and services and the players referred to GSL by the Affiliate.

"Company" refers to Groove Services Limited, a company incorporated in Hong Kong (registration number 2569256), headquartered at Flat A1-A7, 2/F, Pahsang Industrial BLDG., 16 Sun On Street, Tuen Mun, N.T, Hong Kong

"Confidential Information" refers to any information of commercial or essential value for either of the Parties, including but not limited to financial information, trade secrets, know-how, prices, proprietary business information, products, strategies, reports, databases, information about New Customers, other customers and users of the GSL Website, technology, marketing forecasts and modus operandi.

"Groove Services Limited" or "GSL" refers to the Company and any related group company in charge of the GSL Website’s operational activities.

"Groove Services Limited Website" or "GSL Website" or "The Site" refers to the website registered under domain name www.ohmypartners.com or any other domain names where applicable in other jurisdictions. ( not sure we need that)

"GSL Affiliates Website" refers to the website registered under domain name www.ohmypartners.com

"Intellectual Property Rights" refers to any copyrights, patents, trademarks, service marks, inventions, domain names, brands, commercial names, utility brands, computer software rights, source codes, database and know-how rights, design rights, Confidential Information, registrations thereof and/or any other rights in the nature thereof.

"Links" refers to Internet hyperlinks redirecting to the GSL Website from the Affiliate Website(s).

"Net Revenue", in terms of casino, refers to all monies received the Company from New Customers in relation to placed bets/casino activities less (a) monies paid out to New Customers as winnings, (b) bonus and jackpot contribution payouts, (c) administration fees, (d) fraud costs, (e) charge-backs, (f) returned stakes and (g) monies paid out as fees, duties or taxes. To dispel any doubt, all the aforementioned amounts only concern amounts origination from New Customers who were referred to the GSL Website via the Affiliate Website(s).

"New Customer" refers to a new first-time customer of the Company who:- Has registered directly after having been referred from the Affiliate Website(s) to the GSL Website and has created a new GSL player account;- Has made an initial deposit of at least the minimum deposit amount required by the GSL Website into his GSL player account, pursuant to the applicable terms and conditions of the GSL Website, with the exclusion of the Affiliate, its employees, relatives and/or acquaintances; and- Does not already exist in GSL's customer database; a customer who has previously closed a GSL player account and opens a new one through the Affiliate shall not be deemed to satisfy such a condition.

"Party" or "Parties" individually or collectively refers to the Company and/or the Affiliate, both "Parties" to this Agreement.

"Privacy Policy" refers to Company’s privacy policy, accessible on the GSL Website by clicking the "Privacy & Cookies" section located in the footer menu.

"Sub-Affiliate" refers to a natural and/or legal person that an Affiliate directs in any suitable form to GSL and who can be associated to the Affiliate’s unique Affiliate account / identity; the said natural or legal person becomes a GSL Affiliate.

"Sub-Affiliate Deal" refers to the Company’s consent for an Affiliate to refer other Affiliates to the GSL Website.

1.1 The Approved Marketing Material of the online gaming activities offered on the GSL Website is the sole responsibility of the Company.

1.2 The Affiliate is responsible for the maintenance and the operation of the Affiliate Website(s).

1.3 This Agreement lays out the general terms and conditions of the Affiliate Program and shall be accepted by both Parties as legally binding between the Company and the Affiliate.

1.4 Upon acceptance and completion of the Affiliate Application the Affiliate accepts all the terms and conditions of the Agreement and agrees to abide thereby, including any advertising instructions as the Company may periodically issue and which can be accessed on the GSL Affiliate Website.

1.5 Upon submission of the Affiliate Application by the Affiliate, this Agreement shall enter into effect in relation to the Affiliate but shall not be legally binding on the Company until the Company fully approves and validates the said Affiliate Application.

2. Affiliate Application Acceptance

2.1 The Company shall examine the Affiliate Application upon submission, following which the Affiliate shall receive written email notification of the Company’s acceptance or rejection of the Affiliate Application. The Company reserves the right to reject any application at its sole discretion. The Company’s decision is final and irrevocable.

2.2 As soon as the acceptance of the Affiliate Application is confirmed in accordance with the foregoing provisions, the Company grants the Affiliate the non-exclusive and non-transferable right to direct New Customers to the GSL Website pursuant to the conditions set forth in this Agreement. The Affiliate acknowledges that The Company has the right to solicit Affiliate Services from other service providers offering services of identical or similar character to those provided by the Affiliate. Unless GSL grants the Affiliate a Sub-Affiliate Deal, the Affiliate shall not be entitled to Commission Fees or any other form of compensation for business acquired by or through natural or legal persons other than the Affiliate.

3. Conditions for Eligibility

The Affiliate hereby declares and guarantees that:
   (i) he/she has the full legal capacity and authority to enter into this Agreement, to grant the rights and perform all his/her obligations under this Agreement. The Affiliate also guarantees that he/she shall retain such capacity and authority throughout the entire term of this Agreement;

  (ii) all information that he/she has provided the Company is complete, accurate and truthful;

  (iii) he/she has secured and shall maintain in force all required registrations, authorizations, permits and licenses so as to perform all his/her obligations under this Agreement;

  (iv) he/she shall abide by all applicable laws and regulations in the fulfillment of his/her obligations;

  (v) he/she fully acknowledges and accepts the provisions of this Agreement.

4. Company Responsibilities and Obligations

4.1 Upon full and formal acceptance of the Agreement by the Affiliate, he/she shall be assigned a unique player tracking code through which the Affiliate is integrated in the Site technical platform. The said player tracking code serves to register and/or track New Customers acquired through the Link(s) on the Affiliate Website and the bets placed during such sessions.

4.2 The Company shall provide the Affiliate with all necessary information and Approved Marketing Material required for the implementation of links and marketing materials on the Affiliate Website(s). The actual implementation of the said links and marketing materials on the Affiliate Website(s) shall not be the Company’s responsibility.

4.3 In the event that the Affiliate produces his/her own marketing material, such marketing material shall comply with the conditions set out herein. Where these conditions change, the Affiliate will implement any required changes in a timely manner. The Company shall not be held liable for any fines and/or penalties that the Affiliate may incur, either as the result the Affiliate using Approved Marketing Material or the Affiliate’s non-compliance with applicable guidelines and regulations.

4.4 The management of turnover generated through the Links is the Company’s responsibility. The Company shall keep record of net revenues and the total amount of commission earned through the Links, shall submit commission statistic reports to the Affiliate, and shall handle all customer service issues in relation to the Company’s business. All New Customers shall be assigned a unique tracking identification code.

4.5 The Company shall pay Commission to the Affiliate in accordance with the traffic generated subject to the provisions set out herein.

4.6 The Company shall deploy its reasonable efforts to ensure that any New Customer directed to the GSL Website who opens a new player account be identified as originating from the Affiliate Website. Nevertheless, the Company shall accept no responsibility in the event that it is unable to determine whether or not a New Customer has originated from such Site.

4.7 The Company reserves the right to demand any additional information from the Affiliate at its sole discretion for due diligence purposes pursuant to its obligations under applicable law.

5. Company Rights to Reject Applicants or Close Accounts

5.1 The Company has the right to reject any New Customer application or close a New Customer's account at its sole discretion, should it deem such measures to be necessary so as to abide by GSL’s internal policies and/or protect its interests.

5.2 The Company has the right to reject any Affiliate applicant and/or may close any Affiliate account at its sole discretion, should it deem such measures to be necessary so as to abide by GSL's internal policies and/or protect its interest. Should the Affiliate be in violation of this Agreement, the Company has the right, in addition to closing the Affiliate's account, to take any other form of legal action so as to protect its interests.

6. Affiliate Responsibilities and Obligations

6.1 The Affiliate hereby represents, warrants, and undertakes:

(i) to deploy his/her best endeavors for active, extensive and efficient advertisement, marketing and promotion of the GSL Website in order to maximize profits for both Parties, and that he/she shall comply with the Company’s advertising instructions as may be periodically notified to the Affiliate and/or published online;

(ii) to carry out marketing activities and to refer potential New Customers to the GSL Website at his/her own risk, cost and expense. The Affiliate hereby accepts full responsibility for the distribution, content, legality and manner of his/her commercial undertakings. All of the Affiliate's commercial and promotional undertakings must be carried out in a professional, appropriate and lawful manner under applicable laws and regulations and pursuant to this Agreement;

(iii) to ensure that all information, offers and promotions related to GSL are pertinent, ongoing and relevant;

(iv) to abstain from modifying any Approved Marketing Material unless otherwise expressly authorized by the Company;

(v) to use only links provided within the framework of this Agreement; and

(vi) to bear full responsibility for the establishment, administration and maintenance of the Affiliate Website(s) as well as for all content displayed therein.

6.2 The Affiliate hereby undertakes, acknowledges and guarantees that:

(i) He/she will not perform any act, and that the Affiliate Website(s) neither contains nor promotes any material, which is defamatory, abusive, prejudicial, obscene, threatening, unlawful or otherwise inappropriate or which contains sexually explicit, pornographic, obscene or graphically violent materials;

(ii) He/she will not target persons who have not yet reached the legal age to gamble, and shall, for instance, not use imagery that may appeal specifically to children or adolescents, as defined by the Company.

(iii) He/she undertakes not to target any restricted jurisdictions where gambling and the promotion thereof is prohibited by law. The Affiliate shall not be entitled to any commission payment on products which are marketed in any such restricted jurisdictions.

(iv) He/she recognizes the Company's current engagement for the prevention of gambling addiction and undertakes to actively collaborate with the Company and take specific action to minimize gambling compulsions or addictions, such as for instance adding links provided by the Company to the Affiliate Website(s) intended to direct traffic to websites dedicated to the prevention and treatment of gambling addictions;

(a) spamming or sending unsolicited mail as an effort to bring New Customers to the Website; and

(b) subscribing as a player or making direct or indirect deposits to any player account by way of his/her tracker(s) for his/her own personal benefit and/or for the benefit of his/her family members, personal acquaintances, employees or other third parties, or taking any other measures to fraudulently inflate payable commission, or to otherwise defraud the Company. Any breach of the foregoing provision shall be deemed to be fraud;

(vi) He/she will not present the Affiliate Website(s) in such manner that it might reasonably entail any risk of confusion with the official Website and/or the Company or convey the impression that the Affiliate Website(s) partly or fully originate from the GSL Website and/or the Company.

(vii) With the exception of marketing material as the Company may issue and/or make accessible online through the website www.ohmypartners.com, the Affiliate is not authorized to use the GSL Website or other terms, trademarks and other Intellectual Property Rights of the Company or its group companies unless the Company gives its prior written consent thereto. For the avoidance of doubt, the Affiliate is not authorized to use GSL’s name or Intellectual Property Rights (including graphics and design material) in the framework of any bulk emailing unless the Company has given its prior written consent thereto. The Company has the right to terminate this Agreement should any spam complaints arise as a result of the Affiliate’s marketing operations whereby GSL or any of its products/services have been disclosed.

6.3 The Company reserves the right to suspend the Affiliate’s account without prior notice and/or withhold payment of monies due to the Affiliate and/or deduct money from the Affiliate should any traffic be deemed to have originated through fraudulent methods or in violation of this Agreement.

6.4  In the case that affiliate earnings have been lost as a result of an incident of intellectual property theft, and should there be valid proof thereof, revenue generated by the offending Affiliate may be paid to the injured party accordingly. Claims shall be submitted to [email protected] The Company shall determine, at its sole discretion, whether or not there is sufficient proof that the loss of earnings sustained by the injured party occurred as the result of intellectual property theft.

6.5 The Affiliate fully understands and acknowledges that any of his/her undertakings which are carried out in violation of this Agreement may entail very severe repercussions for the Affiliate himself/herself, for GSL, or for both Parties, such as but not limited to fines, sanctions, penalties, license conditions breaches and inability to perform business activities, as well as any form of legal action that may be taken against the Affiliate or GSL by the relevant authorities. Without prejudice to any of the Company’s rights as set forth herein or at law, should the Affiliate act in breach of the foregoing, the Company has the right to terminate this Agreement forthwith, in part or in its entirety, or close any of the accounts held by the Affiliate. The Affiliate shall be held fully liable for any such fine, sanction, penalty, claim, action, or loss which is caused to the Company as a result of his/her action or lack thereof, as the case may be.

7. Payment

7.1 The Company consents and undertakes to pay Commission to the Affiliate. All payable Commission shall be deemed to be exclusive of value added tax or any other applicable tax. The Affiliate shall be eligible to receive the Commission generated through the promotion of GSL products and services and by referring New Customers to the GSL Website.

7.2 Payable Commission is calculated at the end of each month and payments shall be carried out by the 15th of the subsequent calendar month, provided that the payable amount exceeds €100 or a larger amount as defined by the Affiliate in his/her affiliate account settings (hereinafter referred to as the "Minimum Threshold"). In the case that the due amount is less than the Minimum Threshold, it shall be carried over to the subsequent calendar month and shall be payable when the total accrued balance exceeds the Minimum Threshold.

7.3 In the event that the Commissions in any calendar month is a negative amount, the Company shall be entitled to carry forward and set off such negative amount against future commissions which would otherwise be payable to You.

7.4 Payment of Commissions shall be carried out as per the payment method defined by the Affiliate in the Affiliate account settings. If an error occurs in the calculation of the Commission, the Company reserves the right to rectify such calculation at any time.

7.5 In case of overpayment, without prejudice to any other rights, the Company reserves the right to reclaim overpayment made to the Affiliate. The Affiliate will either refund the overpaid amount, or the overpaid amount will be deducted from the subsequent month’s Commission payable to the Affiliate, and each month thereafter until the amount due is fully reimbursed.

7.6 In case of underpayment, without prejudice to any other rights, the Company reserves the right to include the underpaid amount in the Affiliate’s Commission due in the subsequent calendar month.

7.7 Acceptance of payment of the Commission by the Affiliate shall be deemed as full and final settlement of the balance due for the indicated month.

7.8 Should the Affiliate contest the reported amount due, he/she shall notify the Company within thirty (30) days from the payment date and specify the reasons of his/her disagreement. Failure to do so within the allotted time limit shall be deemed to be an irrevocable recognition and acceptance of the balance due for the indicated month.

7.9 The Company has the right, at its sole and absolute discretion, to delay the payment of any balance to the Affiliate for up to one hundred and eighty (180) days should the Company deem it necessary to cross-check the relevant transactions and verify that the said transactions abide by the provisions of the Agreement.

7.10 No payment shall be due to the Affiliate if the Company has reasons to believe that the Affiliate generated traffic through illegal means or that the traffic generated contravenes any of the provisions herein.

7.11 The Affiliate agrees to fully reimburse all Commissions received derived from fraudulent or falsified transactions and reimburse the Company for all costs and losses incurred as a result of such transactions, including but not limited to legal fees and expenses.

7.12 The Company reserves the right to impose a minimum level of activity on the Affiliate's account(s). The Company shall continuously monitor such minimum activity levels and reserves the right to terminate any agreement should the imposed limit not be reached. Such limit shall not be unreasonably high and shall essentially serve to avoid accounts for which the revenue does not cover the Company's internal costs involved in the maintenance of the account along with the payout procedure.

7.13 The payment of any and all taxes, levies, fees, charges and any other monies payable or due both locally and abroad (if applicable) to any tax office, department or other competent authority as a result of the compensation generated under this Agreement shall fall under the sole responsibility of the Affiliate. Under no circumstances whatsoever shall the Company be held liable for any such amounts unpaid by the Affiliate. In the event that the Company has to acquit such unpaid amounts, the Affiliate shall reimburse the Company in full.

8. Affiliate Website(s) and Links

8.1 The Affiliate explicitly understands and recognizes that the use of the Internet and compliance with the provisions set forth herein are at the Affiliate's risk. The Company provides no guarantee as to the accessibility of the GSL Website at any given time or any given location. Under no circumstances shall the Company be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of the GSL Website.

8.2 During the entire term of this Agreement, the Affiliate shall display the Links in a prominent manner on the Affiliate Website(s) as agreed upon by the Company and the Affiliate.

8.3 The Company has the right to supervise the Affiliate Website(s) and any other marketing material and/or channels so as to ensure the Affiliate's compliance with all the provisions set forth herein, and the Company may reasonably request that Affiliate provide the Company with all data necessary to perform such supervision.

8.4 The Affiliate shall not register nor attempt to register or purchase any website domains, keywords, search terms or other identifiers for use in advertising or search or referral services which are identical or similar to the Intellectual Property Rights of the Company and its group companies or which contain the term "GSL" or variations thereof. The Affiliate shall not develop any deceitful applications or Internet pages misrepresenting GSL in any manner whatsoever on any social media platforms, including but without limitation Facebook, Google +, Twitter etc.

8.5 The Affiliate shall refrain from taking any action which could entail any confusion as to the nature of Company's or the GSL Website's association with the Affiliate and the Affiliate Website(s).

8.6 At all times shall the Affiliate abide by data protection laws and privacy regulations, legislation and subsidiary legislation as may periodically apply. For instance, the Affiliate shall always inform his/her users of the installation of tracking technology on their hard drive when the user clicks on the Links. The user shall also be given the option to refuse such installation.

8.7 The Affiliate Website shall include at least one opt-in feature enabling the Customers to subscribe to the receipt of Advertising Material from the Affiliate via SMS or email, preferably on a confirmed opt-in basis. Should the Affiliate not include this facility, any Advertising Material sent to the Customers would qualify as spam. In the event that GSL receives any complaints from Customers about spam, the Company may require that the Affiliate provide valid proof that the opt-in facility has been provided to the Customer. Without prejudice, the Company reserves the right to suspend the Affiliate’s account as laid down in point (vii) of Section 6.2 herein.

8.8 Advertising Material sent to Customers by the Affiliate shall always include an "Unsubscribe" function through which the Customers are able to opt out of receiving Advertising Material from the Affiliate.

8.9 The Affiliate shall ensure that any marketing message forwarded to customers, shall only be sent to persons who have reached the legal age in the jurisdiction where they reside.

9. Termination

9.1 Each Party may terminate this Agreement by providing the other Party with a thirty (30) day written notice via email. Nevertheless, this Agreement shall be automatically terminated in the event that GSL is prohibited to supply online gaming services to customers via the GSL Website.

9.2 The Company may terminate this Agreement if the Affiliate is in material breach of his/her obligations pursuant to this Agreement, in the case that the breach has not been remedied by the Affiliate within three days after having received notification of such breach by GSL. This three-day time limit shall not apply for fraud as laid down in Section 6.3 herein.

9.3 Either Party may terminate this Agreement in the case of declared bankruptcy or insolvency of the other Party by court order, or if any bankruptcy or insolvency petitions have been filed against the other Party, or in any similar event indicating the insolvency of the other party.

9.4 GSL reserves the right to terminate this Agreement forthwith for business reasons or due to internal policy and control. The Company strives to provide the minimum thirty (30) days’ prior notice as provided in Section 9.1; however, in the case that the Company is unable to provide the 30-day notice, the Affiliate shall nevertheless be entitled to compensation for a thirty (30) day period from the date of notification of termination, based on the amounts paid to the Affiliate in the thirty (30) days immediately preceding the date of notification of termination.

9.5 Upon termination of this Agreement, the Parties hereby agree that:

(i) the Affiliate must remove all references to GSL from the Affiliate Website(s) as well as all communications, regardless of whether these communications are commercial or non-commercial;

(ii) all rights and licenses granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease to use any Intellectual Property Rights belonging to the Company and the GSL Website;

(iii) the Affiliate shall only be entitled to receive the remaining unpaid Commission that has been earned as of the effective termination date of this Agreement; the Company may however delay the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate shall no longer be eligible to earn or receive Commissions after the effective termination date;

(iv) in the case that the Company terminates this Agreement due to the Affiliate's violation of any of the provisions set forth in this Agreement, the Company shall have the right to withhold the Affiliate's remaining unpaid Commission as of the termination date as collateral for any claim that may arise from such violation, and whether such earned but unpaid Commission is to be paid to the Affiliate shall be at the sole reasonable discretion of the Company;

(v) any and all Confidential Information (and all copies and provenance thereof) in the Affiliate's possession, custody and control must be returned to the Company; and

(vi) termination shall release the Company from all obligations and liabilities transpiring after the date of such termination, with the exception of obligations which by nature are intended to survive termination. However, termination shall not release the Affiliate from any liability arising as a result of any violation of this Agreement which occurred prior to termination and/or to any liability arising from any violation regarding Confidential Information, even if such violation occurs after the termination of this Agreement.

10. Liabilities and Indemnification

10.1 In no event shall the Company be liable under this Agreement, whether in contract, in tort, in violation of statutory duty or in any other way, for:

(i) economic injuries, including but not limited to loss of profits, income, earnings, business, contracts or markets, anticipated or otherwise;

(ii) indirect or consequential loss; or

(iii) loss of goodwill or reputation.

10.2 The Affiliate undertakes to indemnify, defend and hold harmless the Company and its group companies/affiliates, officers, employees, agents, directors, successors, stakeholders and attorneys of law, from and against any and all claims and liabilities, including reasonable legal and expert fees and expenses incurred, in connection with or as a result of:

(i) any violation of the Affiliate's representations, warranties, covenants or obligations under this Agreement;

(ii) excluding the provisions of Section 6.4 herein, the Affiliate's use or misuse of the marketing material and the Company's and/or its group companies' Intellectual Property Rights;

(iii) all misconduct and actions arising under the Affiliate's user ID and password;

(iv) any defamatory, derogatory or unlawful material contained on the Affiliate Website(s) or Affiliate's information and data;

(v) excluding the provisions of Section 6.4 herein, any claim or allegation that the Affiliate Website(s) or the Affiliate's information and data violates any third party's intellectual property rights or any third party's rights of privacy or publicity;

(vi) access or use of the Affiliate Website(s) or the Affiliate's information and data by a third party;

(vii) any claim related to Affiliate Website(s) or the Links; and

(viii) any infringement of this Agreement or any applicable laws.

10.3 The Company and its group companies reserve the right to cooperate, at its own expense, in the defense of any matter or claim in relation to the foregoing provisions.

11. Confidentiality

11.1 The Affiliate hereby undertakes to hold, treat and safeguard all Information as confidential. The Affiliate shall not use of the Confidential Information for purposes other than those necessary to fulfill the commitments and obligations under this Agreement. For the avoidance of doubt, the Affiliate must not use the Confidential Information for any own personal or commercial purpose or any other purpose other than those set out in this Agreement.

11.2 The Affiliate agrees to refrain from unauthorized use or disclosure of the Confidential Information to any outside person or third parties neither directly or indirectly, unless with prior explicit and written consent of the Company.

11.3 The Affiliate shall only use customer data provided by the Company. The Affiliate shall not use any Confidential Information (including but not limited to residential addresses or contact phone numbers) given by customers to third parties in order to provide the Services to the company as set out herein.

11.4 Section 11 shall survive the termination of this Agreement.

12. Intellectual Property

12.1 Nothing contained in this Agreement shall provide either Party any title to or interest in or ownership rights of any kind to the Intellectual Property Rights of the other Party. For the avoidance of doubt, nothing in this Agreement shall grant any license, assignment, transfer or any other ownership right to any Intellectual Property Rights. The Affiliate hereby acknowledges and understands that he/she only has a right of use of the Approved Marketing Material provided by the Company.

12.2 All Intellectual Property Rights established and/or originating from this Agreement, including but not limited to advertising materials, databases and personal data, shall remain and become the sole property of the Company; the Affiliate shall have no claim to any such rights.

12.3 At no time during the term of this Agreement or after termination thereof shall either Party attempt, challenge, assist or enable others to challenge, register or attempt to register the Intellectual Property Rights or any rights similar to the other Party’s Intellectual Property Rights or those of any group companies of the other Party.

12.4 The Company hereby grants the Affiliate a non-exclusive royalty-free license to use its Intellectual Property Rights pursuant to the terms and conditions of this Agreement. This license shall terminate immediately upon termination of the Agreement.

13. Relationship of the Parties

13.1 Nothing herein contained, nor any action taken by any Party hereto, shall be construed to constitute either Party (or any of such Party's employees, agents, or representatives) as an employee, agent or legal representative of the other Party, nor to create any partnership, joint venture, association or syndication between the Parties, nor to grant either Party any right, power or authority, express or implied, to enter into any agreement, commitment or to impose any obligation on behalf of the other Party.

14. Miscellaneous

14.1 In the case of any conflicting meanings between the English version of this Agreement and any translation of this Agreement, the English version shall prevail over all other translated versions.

14.2 Should one of the provisions in this Agreement be adjudged to be or to become invalid or unenforceable, such provision shall be removed and replaced by one which shall most closely correspond to the commercial purpose of the void provision. All other provisions of this Agreement shall remain in force to their full extent.

14.3 No waiver of any provision of this Agreement shall be valid and effective unless in writing and signed by the person against whom such waiver is sought to be enforced, nor shall failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder.

14.4 Any notice submitted to the Company pursuant to this Agreement shall be sent via email to the attention of the Affiliate Manager of the GSL Website, unless otherwise specified by the Company. The Company shall forward all notices via email to the email address provided by the Affiliate in his/her Affiliate Application.

14.5 This Agreement or any rights and obligations hereunder may not be assigned by the Affiliate, whether by operation of law or otherwise, without the Company’s prior written consent. The Company shall have the right to assign this Agreement and all its rights and obligations hereunder to any group company or third party.

14.6 The Company's failure to enforce the Affiliate's compliance to all provisions set forth herein shall not be construed to constitute a waiver of the right to enforce such right.

14.7 The Company and the Affiliate shall closely cooperate at all times for the mutual benefit of rendering the provision of services pursuant to this Agreement a fruitful collaboration.

14.8 Force Majeure - Neither party shall be liable to the other for any failure or delay in the performance of its obligations here under arising out of or caused by, directly or indirectly, forces beyond its control, including but without limitation, labor disputes, strikes, industrial disturbances, civil or military disturbances, accidents, nuclear or natural catastrophes or acts of God, acts of war or terrorism, interruptions, loss, malfunctions or failures of utilities, communications or computer (software and hardware) services or any other casualty. In the event of an occurrence of a force majeure event, the non-performing Party shall be excused from whatever performance is prevented by the force majeure event to the extent prevented. Should the force majeure event subsist for a period exceeding thirty (30) days, either Party may terminate this Agreement with immediate effect by providing written notice to the other Party

14.9 Unless otherwise expressly agreed, this Agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced herein, sets forth the entire agreement and understanding superseding all prior agreements or representations, oral or written, and all other communication between the Parties. In case of conflict between this Agreement or any portion thereof and any other agreements now existing or hereafter entered into between the Company and the Affiliate, the terms of this Agreement shall prevail. Each Party acknowledges and agrees that by entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance, whether negligently or innocently made, of any person, whether Party to this Agreement or not, that has not been expressly set out in this Agreement. Nothing herein shall serve to limit or exclude any liability for fraud.

15. Amendments to this Agreement

15.1 The Company reserves the right, at its sole discretion and without prior notice to the Affiliate, to amend, modify, remove or add any of the provisions of this Agreement. If applicable, written notice of such amendments will be forwarded to the Affiliate's registered email address and such notice will be deemed to be officially delivered once sent by the Company. Following any notified amendments or modifications, the Affiliate's continuing participation in the Affiliate Program shall be construed as the Affiliate's acknowledgement and acceptance of these new provisions.

15.2 The Affiliate shall be solely responsible for keeping up to date with the latest version of this Agreement.

16. Governing Law & Jurisdictions

This Agreement shall be governed, construed and enforced in accordance with the laws of Hong Kong. Each Party irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong, in respect of any claim, dispute or matter which arises out of or under this Agreement and/or its enforceability.

17. Standard Commission Structures

17.1 Casino Commission Structure calculated on a monthly basis:NDC/month Affiliate's Commission

0-1 NDC 25% of Net Revenue
2-4 NDC 30% of Net Revenue
5-14 NDC 35% of Net Revenue
15-29 NDC 40% of Net Revenue
30+  NDC 45% of Net Revenue
41+ 45% of Net Revenue