AFFILIATE TERMS & CONDITIONS

This Affiliate Terms and Conditions (hereinafter referred to as the "Agreement") is entered into by and between you (hereinafter referred to as "Affiliate", or "you") and www.leadallianceaffiliates.com, a website operated by Starscream Limited, a company incorporated under the laws of Saint Lucia, with registration number 2023-00007 and registered address in St. Lucia (hereinafter referred to as the "Company", "us", "we).

By registering for the Affiliate Program, accessing and utilizing any of the Company’s marketing tools (where applicable), or accepting any reward, bonus, or commission, the Affiliate acknowledges that it has read, understood, and agreed to be bound by the terms and conditions set forth herein.

The Affiliate further agrees to use its best efforts to actively advertise, market, and promote the Company Websites in accordance with this Agreement and any reasonable instructions provided by the Company from time to time. All Affiliate activities must be conducted in a manner that protects the reputation and goodwill of the Company.

The Company reserves the right to modify, discontinue, amend or supplement the terms and conditions of this Agreement at its sole and absolute discretion, without any penalty or liability. While the Company will use reasonable efforts to provide notice of any such amendments, it shall be the Affiliate’s sole responsibility to review the terms of this Terms and Conditions periodically. Continued participation in the Affiliate Program following any amendments shall constitute the Affiliate’s binding acceptance of the amended Terms and Conditions. The Affiliate hereby acknowledges and agrees that in the event that it does not agree to any such amendment, its sole remedy is to terminate this Agreement in accordance with the terms thereof and cease participation in the Affiliate Program.

1. DEFINITIONS

1.1 "Affiliate" shall mean the individual or entity applying to participate in the Affiliate Program.

1.2 "Affiliate Account" shall mean the account established by the Affiliate after submitting an Affiliate Application to the Company and receiving written approval to participate in the Affiliate Program.

1.3 "Affiliate Agreement" shall mean (i) all terms and conditions set forth in this document, and (ii) any other rules or guidelines issued by the Company and/or the Websites and communicated to the Affiliate from time to time.

1.4 "Affiliate Website(s)" shall mean any website owned, operated, or otherwise controlled by the Affiliate.

1.5 "Affiliate Links" shall mean the internet hyperlinks employed by the Affiliate to connect the Affiliate Website(s) or any other third-party website to the Company Websites.

1.6 "Affiliate Application" shall mean the application to participate in the Affiliate Program submitted by the Affiliate to the Company.

1.7 "Affiliate Program" shall mean a collaborative arrangement between the Company and the Affiliate, wherein the Affiliate endorses the Company Website(s) and generates Affiliate Links from the Affiliate Website(s) to the Company Websites. In consideration of these services, the Affiliate receives a commission based on the traffic generated for the Company Websites, subject to the terms and conditions contained within this Terms and Conditions and the relevant product-specific Commission Structure.

1.8 "Affiliate Wallet" shall mean an online wallet registered in the name of the Affiliate, into which the Company deposits the commission and any other payments owed to the Affiliate, which the Affiliate may withdraw in accordance with the terms of this Terms and Conditions.

1.9 “Affiliate Signup Form” shall mean the online form provided on the Company Websites through which the Affiliate submits the Affiliate Application. The Affiliate Signup Form constitutes the registration process for the Affiliate Program and requires the Affiliate to provide certain information, including but not limited to: username, password, email address, first name, last name, country, company name, website URL, and phone number. The Affiliate must also indicate the intended marketing or advertising methods (such as via website, offline promotion, email marketing, or other channels).

1.10 “Applicable Law" means all laws, statutes, regulations, rules, ordinances, orders, judgments, decrees, or other legally binding requirements of any governmental or regulatory authority that apply to the parties or the subject matter of this Agreement, including but not limited to those related to licensing, data protection, anti-money laundering, and gambling regulation.

1.11 “Brand Content” shall mean all trademarks, logos, trade names, service marks, designs, graphics, images, text, videos, audio, and any other materials or intellectual property owned or licensed by the Company and used in connection with the Company Websites or Brands. This includes all promotional and marketing materials provided to the Affiliate for use in connection with the Affiliate Program.

1.12 “Business Days” shall mean the days of Monday through Friday except for public or bank holidays according to the law or customs and traditions of the registration country of the Company.

1.13 "Company" shall mean Starscream Limited and any other company within its group, including its parent companies, their parent companies, and all subsidiaries of these respective companies.

1.14 "Company Website(s)" or “Brand(s)” shall mean the website https://quacksino.com/ and any other websites (including mirror websites) that may be incorporated in writing into the Affiliate Program from time to time.

1.15 "Commission" shall mean the percentage of the Net Gaming Revenue or, where applicable, a fixed amount for a New Customer (CPA structure) as stipulated in the Commission Structures.

1.16 "Commission Structures" shall have the meaning set out in Clause 6.1 of this Agreement.

1.17 "Confidential Information" shall mean any information and other proprietary information and related rights of one Party (the “Disclosing Party”), which came or come, directly or indirectly, in any way whatsoever, in possession of the other Party (the “Receiving Party), either received in writing, orally, electronically, in tangible or any other format, either marked as confidential or not, which shall include but not be limited to:

a) any data, information and materials relating to, directly or indirectly, the business operations of the Disclosing Party including but not limited to any scientific, technical, trade or business information developed by, possessed by, obtained by, developed for or given to the Disclosing Party which is treated by the Affiliate as confidential or proprietary including, without limitation, inventions, designs, process, design strategies, drawing, hardware and software configuration or information, formulations, techniques, methodology, formulae, procedures, tests, equipment, data, computer software (including without limitation object code, source code, and interpretive code), documentation, reports, know-how, sources of supply, patent positioning, relationships with consultants and employees, business plans and business developments, information of or concerning the existence, scope or activities of any research, development, manufacturing, marketing or other projects of the Disclosing Party, and any other confidential information about the Disclosing Party’s finances, suppliers, licensors, licensees, partners, affiliates, customers, potential customers, potential business ventures or others.

b) any and all records, documents, and other documentation and information (including records, documents and information electronically stored, belonging or relating to, directly or indirectly, the business, business activities and dealings of the the Disclosing Party (and/or of any of its the parent undertaking and any related, affiliated and/or subsidiary undertaking, and their respective successors), and all information which has been specifically designated as, or which by its very nature is, or which is otherwise considered by the Affiliate to be, sensitive, privileged and/or confidential, including any copies or extracts thereof made or acquired by the Affiliate.

c) any and all gaming information which is by nature confidential, or which is considered to be confidential, and any proprietary information, which relates to released or unreleased products, product samples, printed documents, marketing or promotional plans or items, branding, business policies or practices, prospective licensees, game designs, rules, playing strategies, inventions, formula, trade secrets, process research, technical data, software, financial information, price, cost, employee list, customer, vendor or supplier lists, and any other information which came into the knowledge of the Affiliate as a result of negotiations and/or agreements reached between the Parties.

1.18 “Data Protection Regulations” shall mean all applicable data protection and privacy laws and regulations, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and, to the extent applicable, the data protection or privacy laws of any other jurisdiction.

1.19 "Intellectual Property Rights" shall mean any intellectual property rights including but not limited to copyrights, trademarks, trade names, trade secrets, service marks, domain names, brands, business names, and registrations of either Party under this Agreement or any third-party.

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

1.21 “Customer” shall mean an individual who creates an online account through the Company Website(s).

1.22 "Referred Customer" shall mean a new, first-time Customer of the Company who: has registered and created a player account on Company Websites through a valid Affiliate Link, in accordance with the applicable terms and conditions of the Company Websites. This excludes the Affiliate, as well as its employees, relatives, and friends.

1.23 "New Depositing Customer" or "NDC" or "New Customer" shall mean a new, first-time Customer of the Company who made a first deposit of at least the applicable minimum deposit amount, in accordance with the applicable terms and conditions of the Company Websites. This excludes the Affiliate, as well as its employees, relatives, and friends.

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

1.25 “Restricted Territories” shall mean Afghanistan, Barbados, Belarus, British Indian Ocean Territory, Burkina Faso, Cayman Islands, Curaçao, Democratic People's Republic of Korea (DPRK), Democratic Republic of the Congo, Haiti, India, Iran, Jamaica, Jordan, Lithuania, Mali, Malta, Mozambique, Myanmar, Nigeria, Ontario, Panama, Pakistan, Philippines, Russia, Senegal, South Sudan, Syria, Tanzania, Trinidad and Tobago, Turkey, Uganda, United Arab Emirates, United Kingdom, United States Minor Outlying Islands, USA, Vanuatu, Virgin Islands (British), Virgin Islands (US), Yemen.

1.26 “Party” shall mean individually the Company or the Affiliate.

1.27 "Parties" shall mean jointly the Company and the Affiliate.

2. Application and Acceptance

2.1. To apply for participation in the Affiliate Program, you must:

a) Complete and submit the Affiliate Signup Form;

b) Promptly provide all required information and documentation upon the Company’s request;

c) Demonstrate, to the Company’s reasonable satisfaction, that the Affiliate Website is live and operational at the time of the application.

2.2. By submitting the Affiliate Signup Form, you represent and warrant that:

a) All information provided is true, complete, and accurate;

b) You are authorized to act on behalf of the Affiliate (if applicable); and

c) You are at least eighteen (18) years of age.

2.3 If any of the information provided in the Affiliate Signup Form is found to be false, or if the person submitting the form is not duly authorized to act on behalf of the Affiliate, this Agreement shall nonetheless be binding on the individual who submitted the form. In such cases, all references in this Terms and Conditions to the "Affiliate" shall be deemed to apply additionally to such individual who submitted the Affiliate Signup Form, and shall not be interpreted as replacing or excluding the actual Affiliate.

2.4 The Affiliate hereby acknowledges and agrees that the Affiliate Program is designed for its direct participation. Opening an Affiliate Account on behalf of a third party, brokering, or transferring an Affiliate Account is strictly prohibited, except as expressly permitted under this Agreement. Notwithstanding the foregoing, the Affiliate may introduce sub-affiliates in accordance with Clause 4.7, provided that such sub-affiliates do not maintain separate Affiliate Accounts and act solely under the supervision and responsibility of the Affiliate.

2.5 The Affiliate shall request the Company’s prior written consent to transfer ownership of its Affiliate Account to a third-party, where this consent is subject to the Company’s sole discretion.

2.6 The Affiliate shall not open more than one Affiliate Account without the Company’s prior written consent.

2.7. The Affiliate agrees to immediately notify the Company of any changes to the information provided in the Affiliate Signup Form.

2.8. The Company reserves the right to conduct verification checks at its sole discretion. Upon Company’s request, the Affiliate shall provide documentation for identity, age, and address verification. This includes, but is not limited to:

a) For individuals: A government-issued photo ID, proof of age, and a recent utility bill or bank statement showing your full name and address.

b) For entities: Certificate of incorporation, governing documents, proof of shareholders and directors, certificate of good standing, and a utility bill or bank statement showing the registered company name and address.

2.9 This Agreement becomes binding once you indicate your acceptance via the Affiliate Signup Form and/or Affiliate Link to any part of the service, as defined in Clause 1.

2.10 The Company reserves the right to accept or reject any Affiliate Application at its sole discretion. The Affiliate agrees that the Company’s decision shall be final and not subject to appeal, and that it will be notified in writing of the Company’s decision.

3. Regulation and Compliance

3.1. By participating in the Affiliate Program, you agree to comply at all times with all Applicable Laws, regulations, license conditions, and codes of practice issued by relevant regulatory authorities (the "Regulators") that apply to either Party. You acknowledge and accept that you must operate your Affiliate Website and fulfill your obligations under this Agreement as if you were subject to the same regulatory requirements as the Company. Accordingly, you agree to the following:

(a) Licensing and Legal Compliance

You are solely responsible for obtaining, maintaining, and complying with all necessary licenses, registrations, consents, permissions, or authorizations required to fulfill your obligations under this Agreement.
This includes, without limitation, any affiliate license or registration required by a Regulator in your jurisdiction or the jurisdiction of the Company.
All such compliance shall be at your own expense.

(b) Core Regulatory Objectives

You agree to act in a manner that upholds the following principles at all times:

· Preventing gambling from being associated with or used to support criminal activity or disorder;

· Ensuring gambling is conducted in a fair and transparent manner;

· Protecting minors and vulnerable individuals, including self-excluded players, from gambling-related harm or exploitation.

(c) Industry Best Practice

You shall conduct all Affiliate-related activities in accordance with recognized good industry practice and professional business standards.

(d) Prohibited Content

You must ensure that the Affiliate Website does not at any time include, promote, or link to any content that:

(i) Provides unauthorized access to copyrighted material, including file-sharing or torrent platforms;

(ii) Is obscene, indecent, pornographic, or of an adult nature;

(iii) Promotes or incites hatred, discrimination, or violence based on religion, race, ethnicity, gender, sexual orientation, or political views;

(iv) Encourages, supports, or incites criminal or terrorist activities;

(v) Involves unlawful gambling, such as unlicensed or “black market” gambling websites;

(vi) Is defamatory; or

(vii) Could reasonably be seen to damage the reputation, image, or licensing status of our brand, the Group, or its relationship with any Regulator.

(e) Regulatory Cooperation

You agree to promptly provide any information we may reasonably require in order to comply with our legal or regulatory obligations, including information requests from any Regulator.

4. Rights and Obligations of the Affiliate

4.1. General Responsibilities

The Affiliate agrees to promote and market the Company Websites by referring prospective Customers through the Affiliate Website and other approved channels, including but not limited to email and SMS (the "Affiliate Services"). The Affiliate further agrees that all activities must comply with this Agreement and Applicable Laws.

If you intend to send any emails or SMS communications to individuals that (i) include any of the Company's Intellectual Property Rights, or (ii) otherwise promote Company Websites, you must first obtain the Company’s written permission to send such communications. If permission is granted, you must ensure that you have obtained each recipient's explicit consent to receive marketing communications in the form intended (i.e., by SMS or email) and that such individuals have not opted out of receiving such communication.

You must also clearly disclose to recipients that all marketing communications are sent from you and not on behalf of the Company and that each recipient has to right to opt out of such communications.

4.2. Performance Commitment

The Affiliate shall actively and professionally perform the Affiliate Services to the best of its ability, with the aim of establishing a long-term, mutually beneficial partnership.

4.3. Use of Promotional Materials

The Affiliate shall:

a) Provide space for marketing banners and links on Affiliate Website and other channels approved by the Company in writing.

b) Use marketing materials provided by the Company at no cost, unless otherwise agreed in writing.

c) Obtain prior written approval from the Company for any Affiliate-created materials using the Brand or Brand Content.

d) Consider use of materials provided directly by the Company pre-approved.

e) Not use any advertising layout or creative (including, but not limited to banners, images, logos) incorporating the Company’s Intellectual Property Rights unless such materials are provided or otherwise approved in writing by the Company; and

f) Not modify the appearance of any provided or approved advertising without the Company’s prior written approval.

4.4. Compliance and Conduct

The Affiliate shall:

a) Comply with Applicable Laws, advertising standards, and good industry practice in its operations.

b) Refrain from marketing in any jurisdiction where gambling promotion is prohibited or restricted by law.

c) Not engage in or facilitate any unlawful, misleading, or deceptive conduct, or unethical conduct, including but not limited to false advertising or misrepresentation.

d) Ensure that no marketing materials, communications or promotional content are directed at, or appeals to, individuals under the age of 18 or otherwise targets minors. Such content must not feature individuals under 18 participating in gambling activities, nor suggest that gambling is a rite of passage, a marker of maturity, or associated with youth culture in any way.

e) Actively cooperate with the Company to convey a responsible gaming message and initiatives; and

f) Not generate traffic to Company Websites by registering as a New Customer, either directly or indirectly (including but not limited to) through associates, family members, or other third parties). Such conduct shall be deemed fraudulent and may result in immediate termination of this Agreement.

4.5. Prohibited Content and Practices

The Affiliate shall not:

a) Use or associate the Brand with any content that is sexually explicit, violent, libelous, discriminatory, defamatory or otherwise offensive or inappropriate.

b) Promote unlawful gambling activities or direct traffic to any unlicensed or “black market” gambling websites.

c) Engage in any misleading or manipulative practices regarding the nature of the affiliate relationship, the Company or the destination of Company Websites.

d) Manipulate, interfere, or attempt to manipulate website functionality or tracking mechanisms, including but not limited to cookie stuffing, pop-ups, pop-unders, framing, intercepting forms, or any other fraudulent means.

e) Use unsolicited bulk communications (“spam”) in any form, including emails or SMS. Any violation may result in immediate termination of this Agreement and may expose the Affiliate to legal liability.

f) Provide, promote or facilitate any form of methods of fraud, bonus abuse, or other abusive practices aiming at artificially inflating commissionable activity or otherwise misleading players.

g) Register, use domain names, applications, or other digital assets that contain, imitate, resemble or are confusingly similar to the Brand and Brand Content, trademarks, or copyrighted materials without prior written approval from the Company.

h) Market or advertise in Restricted Territories using Brand-related keywords in pay-per-click (PPC) campaigns or without implementing adequate negative keyword exclusions to prevent targeting such territories.

i) Engage in any marketing activity or conduct that could mislead users or regulators about the nature of the promotion or harm the Company’s reputation, image or its licensing status.

j) Use the Company Website keywords in search engine marketing, meta tags, or app store listings without the Company’s prior written consent.

k) Compete with the Company’s marketing efforts, especially via PPC, search engine optimization (SEO), or app store strategies, without the Company’s prior written approval.

4.6. Data Protection and Direct Marketing

a) The Affiliate shall only send direct marketing communications to individuals who have provided valid, and GDPR-compliant consent in accordance with applicable data protection laws

b) The Affiliate agrees that all marketing communications must include a clear and functional opt-out or unsubscribe mechanism that allows recipients to easily withdraw their consent at any time.

4.7. Sub-Affiliates

a) The Affiliate may introduce sub-affiliates subject to the Company’s prior written approval provided that the Affiliate shall procure that all such sub-affiliates comply with the terms and conditions of this Agreement.

b) The Affiliate shall remain fully liable and responsible for the acts and omissions of its sub-affiliates, including but not limited to any direct and indirect claims, damages, costs or liabilities arising from their conduct.

c) The Company shall bear no responsibility or liability whatsoever for the activities of any sub-affiliate introduced by the Affiliate.

4.8. Cashback and Incentives

The Affiliate shall not offer cashback, rake backs, or any other incentive schemes to Customers without the prior written approval of the Company. Any breach of this clause shall entitle the Company to terminate of this Agreement with immediate effect.

4.9. Suspicious or Fraudulent Activity

The Affiliate shall not knowingly benefit from any suspicious, unauthorized, fraudulent, or illegal transactions, including but not limited to activities related to money laundering, terrorism financing, or bonus abuse. The Affiliate is obliged to immediately notify the Company in writing about any suspicion of unauthorized, fraudulent, or illegal activity. Any New Customer found to be a bonus abuser, money launderer, fraudster, or who has assisted in any form of affiliate fraud (whether reported by the Affiliate or later discovered by the Company) shall not qualify as a valid New Customer under this Agreement, and therefore no Commission shall be payable in relation to such New Customers.

The Affiliate agrees to cooperate fully with the Company in investigating any such suspected activity.

5. Rights and Obligations of the Company

5.1. Access to Monitoring Tools

The Company shall provide the Affiliate with access to an online, secure reporting platform. This platform will enable the Affiliate to:

a) Track New Customer activity;

b) Monitor the Affiliate Commissions; and

c) Review the Commission payments made to the Affiliate Account.

5.2. Tracking and Attribution

5.2.1 The Company will use reasonable efforts to ensure that each user who accesses the Company Website through the unique Affiliate Link and subsequently registers is identified as a Referred Customer, provided that the Affiliate complies with all technical and operational instructions for tracking referrals provided by the Company.

5.2.2 The Affiliate shall only use the Affiliate Links provided by the Company and solely within the scope of the Affiliate Program.

5.2.3 The Company shall not bear any liability if a Referred Customer is not tracked or properly attributed to the Affiliate, unless such failure is caused by the Company’s gross negligence or a technical fault directly attributable to the Company.

5.3. No Exclusivity

This Agreement shall not grant any exclusivity to either Party. Both the Company and the Affiliate shall remain free to enter into similar or competitive affiliate arrangements with third parties, without liability or obligation to the other Party.

5.4. Intellectual Property Enforcement

5.4.1 If the Affiliate breaches any terms of this Agreement related to the misuse of domain names, including the prohibition under Clause 4.5.(g), the Company or, where applicable, the relevant Brand owner shall be entitled, without prejudice to other legal remedies, to be registered as the legal owner of any domain names used or registered in breach of this Agreement. This applies regardless of the domain name type, including but not limited to generic, country-code, or other top-level domains.

5.4.2 The Affiliate shall fully cooperate in the transfer of ownership of any such domain names, including executing any required documents or assigning any such domain names to the Company or the relevant brand owner, as specified.

5.5. Service Availability Disclaimer

While the Company endeavours to provide continuous access to the Company Websites and associated services, it makes no guarantees that the access will be uninterrupted or error-free.

The Company shall not be liable for any direct, indirect, incidental, or consequential losses or damages resulting from any downtime, service interruptions, delays, system errors, or any inability to access or use the Company Websites, regardless of the cause

6. Commission

6.1. Commission Structure

6.1.1. The Affiliate shall earn commission based on the number of New Customers referred in a given calendar month. The applicable Net Gaming Revenue share (“NGRS”) percentage is determined according to the following tiered structure:

New Customers per Month	Net Gaming Revenue Share (NGRS)
0–10	25%
11–30	30%
31–60	40%
61+	50%

6.1.2. Commissions shall continue to accrue for as long as the New Customers remain active and the Affiliate actively promotes the Company Websites under this Agreement.

6.2. Payment Terms

6.2.1 The Company shall calculate the Commission on a calendar-month basis Commission payments will be made at the end of the following calendar month, subject to the conditions set out below.

6.2.2 Commission shall become payable only after the Affiliate:

a) Has completed its full account profile, including VAT details, billing preferences, and self-billing acceptance, if applicable; and

b) Has reached the minimum payout threshold of €300 (three hundred euros). Amounts below this threshold shall roll over to the following month.

b) Has Submitted any required invoices or accepted self-billing, no later than the 15th day of the month. Failure to do so may result in the Commission rolling over to the following month.

6.2.3 No Cost Per Acquisition (CPA) or Hybrid (CPA portion) commission shall be paid for duplicate players accounts or players who self-exclude due to gambling issues within the same calendar month of registration, unless otherwise agreed in writing between the Parties.

6.2.4 In instances where a specific CAP (NDC limit) has been specifically agreed in writing with the Affiliate the Commission shall only be paid up to the agreed numbers of NDCs.

6.2.5 If the Parties agreed to an initial test cap, the Commission shall only be paid if the Affiliate can generate at least 10 NDCs (for any brand).

6.2.6 The Affiliate agrees that in the event that it fails to meet the agreed requirements, payment may be withheld until all conditions are fulfilled.

6.3. Invoicing and Approval

Commissions are generated through a self-billing system unless otherwise agreed by the Parties in writing.

The Affiliate will have seven (7) Business Days from the date of receipt of an invoice to raise any dispute in writing to the Company regarding the amount invoiced. Upon the Affiliate’s request, the Company agrees to re-calculate the disputed amount. If, following the recalculation, the dispute remains unresolved, both Parties shall engage in good faith discussions to attempt to amicably resolve the matter. Should the Parties be unable to reach a mutual agreement within twenty-five (25) days from the date of receipt of the invoice, the Company’s final decision regarding the disputed invoice shall irrevocably prevail, provided that such decision is reasonable and justifiable.

6.4. Taxes and VAT

The Parties agree that all Commission amounts are inclusive of VAT, where applicable.

The Parties further agree that the Affiliate is solely responsible for registering for VAT or other applicable taxes as well as declaring and paying any tax liabilities in their jurisdiction.

The Company shall bear no responsibility for the Affiliate’s tax obligations and shall be fully indemnified against any claims, penalties, or disputes in this regard.

6.5. Payment Method and Currency

The Parties agree that all Commission payments shall be made in Euro (€) or in another currency as may be agreed between the Parties in writing from time to time, regardless of the currency used by the Referred Customers.

The Parties agree that any bank charges or currency conversion fees related to Commission payments shall be borne by the Affiliate.

6.6. Deductions and Adjustments

The Company shall have the right to deduct or adjust Commission payments to correct for overpayments, chargebacks, refunds, bank fees, or any other amounts owed by the Affiliate under this Agreement as well as apply such adjustments or deductions to any current or future Commission payments, including those related to any other active or associated Affiliate Account.

6.7. Invalid Traffic

No Commission shall be payable in respect of any Referred Customers who are acquired through:

a) Fraudulent, misleading, incentivized, or otherwise deceptive means;

b) Spam, unsolicited communications or any form of unauthorized marketing;

c) Any activity that constitutes a breach of this Agreement, including but not limited to breaches of Clauses 4.4 and 4.5.

The Company reserves the right, at its sole discretion, to withhold any Commission, suspend payments and/or terminate this Agreement with immediate effect in the event of any breaches of this Agreement or Applicable Laws. The Company has the right to offset any amounts already paid in relation to such invalid traffic against future Commission payments due.

6.8. Negative Carryover and High Rollers

6.8.1 High Rollers and Negative Commissionable Revenue:

If, in any calendar month, a Referred Customer generates negative commissionable revenue equal to or above €50,000 (fifty thousand euros), such player shall be classified as a “High Roller.” If the Commission attributable to one or more High Rollers results in a negative balance for the Affiliate during any calendar month, the Company reserves the right to carry forward that negative balance and offset it against any future Commission payments in relation to the same High Roller(s) until the negative amount is fully recovered.

Furthermore, if a High Roller’s negative commissionable revenue exceeds €50,000 (fifty thousand euros) in the calendar month immediately preceding the current unbilled month, such negative balance shall be carried over and used to calculate the Commission for the current month.

6.8.2 Quarantine of Players with Negative Net Revenue:

If the Affiliate’s overall Net Revenue for a month is negative €4,000 or lower, and a Referred Customer has generated negative Net Revenue of €5,000 or lower, such player shall be placed in “Quarantine” until it generates sufficient Net Revenue in future months to offset their negative balance (hereinafter Quarantined Customers).

Each Quarantined Customer’s negative balance shall be managed separately and shall not be aggregated with balances of other players.

Negative balances of quarantined Customer carried forward shall not be offset against Net Revenue generated by other Referred Customers Once a Quarantined Customer generates sufficient positive Net Revenue to fully offset their individual negative balance, their subsequent net revenue shall contribute to the Commission calculation.

7. Term and Termination

7.1. Commencement and Duration

This Agreement shall become binding on the Affiliate upon registration for the Affiliate Program or upon the Affiliate’s use of any marketing tools, acceptance of rewards, bonuses, or commissions, whichever occurs first. Notwithstanding the foregoing, the Term of this Agreement shall formally commence on the date the Company notifies the Affiliate in writing (including via email) of its acceptance into the Affiliate Program and shall continue until terminated in accordance with this Clause 7 (hereinafter referred to as the “Term”).

7.2. Termination for Convenience

Either Party may terminate this Agreement at any time, without a reason, by providing at least thirty (30) days' prior written notice to the other Party.

7.3. Termination for Cause

The Company may terminate this Agreement with immediate effect, without prior notice, by written communication to the Affiliate, in any of the following circumstances:

a) The Affiliate fails to actively promote the Company Website or refer a reasonable number of New Customers for a continuous period of three (3) consecutive months, which shall constitute a material breach of this Agreement;

b) Termination is required for business, operational, compliance or regulatory reasons in line with the Company’s internal policies or regulatory obligations;

c) The Affiliate is suspected or determined to have breached any Applicable Law, regulation, or industry standard;

d) The Affiliate, or any of its owners, subsidiaries, or related entities, becomes the subject of negative publicity that may materially affect the reputation or interests of the Company;

e) The Affiliate gives rise to a risk to the Company’s regulatory licenses, relationships or obligations arising from the Affiliate relationship;

f) The Affiliate undergoes a change of control without prior written notice to the Company;

g) The Affiliate refers fewer than ten (10) New Customers within any given calendar month;

h) The Affiliate targets or promotes the Company Websites to any Restricted Countries;

i) The Affiliate engages in spam, unsolicited communications, or otherwise unauthorized marketing practices;

j) Referred Customers are determined to be duplicate accounts, previously existing users, or otherwise ineligible for Commission under the Agreement;

k) The Affiliate fails to log in, to respond to communications, or acknowledge required updates for a continuous period of seven (7) Business Days;

l) The Affiliate involves in, facilitates, or attempts any prohibited activity as outlined in Clause 4.5 of this Agreement);

m) The Regulator requires the termination of this Agreement;

n) The Company ceases operation of the Company Website;

o) the Affiliate has breached any provision of this Agreement and either (i) such breach is not capable of remedy, or (ii) where the breach is capable of remedy, the Affiliate fails to remedy it within fifteen (15) days of receiving written notice from the Company specifying the nature of the breach and requiring it to be remedied.

7.4. Suspension and Inactivity

7.4.1 Suspension

The Company may suspend the Affiliate’s participation in the Affiliate Program with immediate effect if it has reasonable grounds to suspect that the Affiliate has breached any terms of this Agreement or engaged in any fraudulent, abusive, or unlawful activity. Such suspension may remain in effect until the completion of an internal investigation.

During the suspension period, the Company may, at its sole discretion, withhold Commission payments. No Commission shall be deemed payable for the duration of the suspension.

Upon the conclusion of the investigation, the Company may either reinstate the Affiliate or terminate this Agreement in accordance with this Agreement.

7.4.2 Inactivity

Inactivity shall be interpreted to mean that there are no Referred Customers, No New Customers, no logins into the Affiliate Account, and no meaningful engagement by the Affiliate.

If the Company determines that the Affiliate Account has been inactive for a continuous period of three (3) months, meaning no referrals, logins, or meaningful engagement, the Company may suspend the Affiliate Account and notify in writing the Affiliate accordingly.

If the Affiliate does not respond within thirty (30) days of such notification, the Company reserves the right, at its sole discretion, to terminate this Agreement and delete the Affiliate Account. If the Affiliate fails to respond within an additional sixty (60) days after the termination notice, any remaining balance in the Affiliate Account shall revert to the Company, and the Affiliate shall forfeit any rights to reclaim such funds. The Affiliate may submit a written request to the Company for reactivation or reinstatement of the inactive account, which the Company may approve or deny at its sole discretion.

7.5. Consequences of Termination

Upon termination of this Agreement for any reason:

i. The Affiliate’s access to the Affiliate Program, including any related platform, tools, and systems shall be immediately revoked;

ii. The Affiliate shall immediately cease all use of the Company’s brand assets, remove all promotional content from its websites and marketing channels, and disable all Affiliate Links;

iii. All rights and licenses granted to the Affiliate under this Agreement shall immediately terminate;

iv. Within five (5) Business Days, the Affiliate shall return, delete, or permanently destroy all proprietary materials and Confidential Information received from the Company, and shall, upon request, provide written confirmation of such destruction or deletion.

Following the effective date of termination, the Affiliate shall not be entitled to receive any further Commissions, including relating to New Customers referred prior to termination.

7.6. Change of Ownership or Control

7.6.1 The Affiliate shall notify the Company in writing and in advance of any proposed change in its ownership or control. This includes, without limitation:

a) The Affiliate aacquiring another affiliate of the Company;

b) The Affiliate being acquired by another affiliate of the Company; or

c) The Affiliate merging with or being acquired by any third-party, whether or not affiliated with the Company.

7.6.2. If the Affiliate fails to comply with the requirement of Clause 7.6.1 above, the Company reserves the right, at its sole discretion, to take any of the following actions:

a) Reject any resulting application to, or continued participation in, the Affiliate Program;

b) Amend Commission terms or structure;

c) Suspend or cease Commission payments; and/or

d) Modify or terminate this Agreement with immediate effect, without penalty or liability.

Failure to provide such advance written notice shall constitute a material breach of this Agreement.

8. Survival of Obligations

The termination of this Agreement shall be without prejudice to any rights, obligations, or liabilities that have accrued prior to termination. Any provisions of this Agreement which are intended by their nature to survive termination (including, without limitation, confidentiality, liability, indemnity, and governing law provisions) shall continue in full force and effect.

9. Confidentiality

9.1. Obligations of Confidentiality

9.1.1 The Receiving Party shall:

a) keep all the Confidential Information secret and procure that any and all of its employees, agents, representatives, advisors, directors, shareholders, officers, ultimate beneficial owners, consultants and any other person who has access, in any way whatsoever, to any of the Confidential Information, keep secret and highly confidential any and all Confidential Information, and ensure that the Confidential Information is protected with the degree of care and the security measures that the Receiving Party would apply to its own confidential information;

b) use, and permit the use of, any of the Confidential Information solely and exclusively in connection with the Purpose;

c) hold in confidence all such Confidential Information and not to exploit, disclose or use the Confidential Information directly or indirectly for any purpose other than the Purpose;

d) not, without the prior written consent of the Disclosing Party advertise or publicly announce, directly or indirectly, that it is having or has had any discussions or negotiations in connection with this Agreement;

9.1.2 The Receiving Party may solely disclose Confidential Information to the extent required:

a) by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory, supervisory body; and

b) by the laws or regulations of any country with jurisdiction over the affairs of the Receiving Party.

Provided that in the event that the Receiving Party becomes legally compelled to disclose any of the Confidential Information in terms of the above, the Receiving Party will provide the Disclosing Party with prompt written notice prior to such disclosure clearly indicating the full circumstances and the information required to be disclosed. Furthermore, whenever possible, the Receiving Party is bound to consult with the Disclosing Party in order to avoid or limit disclosure and take any such necessary steps as the Disclosing Party may reasonably require, including the possibility of the Disclosing Party seeking a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement protecting the information from public disclosure (to the extent available). In the event that such protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information which is legally required and shall exercise all efforts required to obtain confidential treatment for such information.

9.2. Exceptions to Confidentiality Obligations

The obligations of confidentiality shall not apply to information that:

was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party;

becomes known and made generally available in the industry or in the same line of business after disclosure by the Disclosing Party to the Receiving Party, through no violation of the provisions hereof by the Receiving Party;

is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party, as demonstrated by written evidence;

is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or

is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as demonstrated by written evidence.

9.3. Ownership of Confidential Information

All Confidential Information remains the exclusive property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any rights, by license or otherwise, to the Confidential Information except as expressly set forth herein.

9.4. Duration of Confidentiality Obligations

The confidentiality obligations under this Agreement shall remain in effect during the term of this Agreement and for a period of five (5) years following its termination, unless a shorter period is specified by Applicable Law.

10. Indemnity

The Affiliate shall indemnify, defend, and hold harmless the Company, its affiliates, contractors, agents, directors, officers, employees, and representatives from and against any and all losses, penalties, fines (including those imposed by regulators), demands, claims, damages, costs (including reasonable legal fees), expenses (including indirect or consequential losses, loss of profits, and reputational harm), and liabilities, whether direct or indirect, arising out of or in connection with the following:

(a) any breach, non-performance, or non-fulfilment of the Affiliate’s obligations under this Agreement;

(b) any third-party claim relating to the development, content, operation, or maintenance of the Affiliate’s website(s), including Affiliate Website(s);

(c) any regulatory investigation, enforcement action, or financial sanction imposed due to any act or omission of the Affiliate; or

(d) any misrepresentation, breach of warranty, or failure to comply with applicable laws, industry regulations, or data protection obligations, including GDPR.

11. Limitations of Liability

11.1. To the fullest extent permitted by applicable law, the Company shall not be liable to the Affiliate, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of revenue, profits, contracts or anticipated savings, loss of goodwill or damage to reputation, any indirect, incidental, special or consequential losses or damages, regardless of whether such losses were foreseeable or contemplated by either Party at the time this Agreement was entered into.

11.2. Cap on Liability

The Company’s total aggregate liability to the Affiliate under or in connection with this Agreement shall not exceed the total amount of Commission paid to the Affiliate in the twelve (12) months preceding the event giving rise to the liability.

11.3. No Warranty

The Company makes no express or implied warranties or representations with respect to the Affiliate Program or the Company Websites. In particular, the Company does not warranty that the operation of the Company Websites, including services and tracking mechanisms, will be uninterrupted, error-free, or free from delays. The Company shall not be liable for any losses or damages arising from any interruptions, downtime, errors, delays, system errors, or inaccuracies affecting the Affiliate Program, Company Websites or associated tracking systems.

12. Data Protection

12.1. Compliance with Data Protection Regulations

12.1.1 The Affiliate shall ensure that the Affiliate, the Affiliate Website(s), the sub-affiliates, and any third parties engaged by it, shall at all times fully comply with all applicable Data Protection Regulations and are contractually bound by obligations no less protective than those set out in this Agreement.

12.1.2 The Affiliate shall be solely responsible for maintaining the confidentiality and security of its Affiliate Account credentials. Any unauthorized use of the Affiliate Account resulting from the Affiliate’s failure to adequately safeguard its login information shall be the Affiliate’s sole responsibility, and the Affiliate shall remain solely responsible and fully liable for all activity conducted under its Affiliate Account, regardless of whether such activity was authorized. The Affiliate shall notify the Company immediately if it suspects any illegal or unauthorized use of its Affiliate Account.

12.2. Data Controller Acknowledgment

12.2.1The Parties acknowledge that, in relation to any Personal Data of Referred Customers processed in connection with this Agreement, the Company acts as the data controller, and the Affiliate acts as an independent data controller or marketing partner (as applicable).

12.2.2 The Affiliate shall not process any Personal Data of Referred Customers unless expressly authorized by the Company in writing. Where the Affiliate collects or otherwise processes such Personal Data with authorization, it shall do so strictly in compliance with applicable Data Protection Regulations and solely for the purposes outlined in this Agreement.

12.3. Use of Affiliate Personal Information

12.3.1 The Company shall use the personal information of the Affiliate (meaning any information relating to the Affiliate from which an individual can be personally identified, such as name, address, telephone number, and email address) solely for the following purposes:

(a) To set up and maintain the Affiliate’s account with the Company;

(b) To perform the Company’s obligations under this Agreement;

(c) To verify the information provided by the Affiliate and ensure compliance with relevant regulatory requirements and Applicable Laws;

(d) To monitor Affiliate activities for the purpose of detecting fraud, criminal or improper activities (including money laundering), and breaches of this Agreement;

(e) To provide the Affiliate with information related to its Affiliate Account; and

(f) To enforce the Affiliate’s compliance with its contractual obligations under this Agreement.

13. Miscellaneous

13.1. Entire Agreement

13.1.1 This Agreement constitutes the entire understanding between the Parties. The contents of this Agreement and its appendices supersede all previous written or oral commitments and undertakings on the subject matter thereof.

13.1.2. This Agreement does not create a partnership, joint venture, or similar relationship between the parties. Nothing in this Agreement shall be interpreted to make either party the agent of the other. Neither party has authority to bind or make commitments on behalf of the other.

13.1.3. Without limiting any other rights or remedies available to us, you acknowledge that damages alone may be insufficient to remedy any breach of this Agreement by you. Therefore, we shall be entitled to seek injunctive relief, specific performance, or other equitable remedies for any threatened or actual breach of this Agreement.

13.2. Notice, Language and Representatives

13.2.1. Any notice, request, consent and other communication to be given by a party under this Agreement (hereinafter called a "Notice") shall be in the English language and deemed to be valid and effective if personally served on the other party or sent by registered prepaid airmail or by e-mail to the below stated addresses:

· For the Company: info@leadallianceaffiliates.com

· For the Affiliate: the email address indicated in the Sign-up form.

13.2.2. A Notice shall be deemed to have been given:

a) in the case of prepaid registered mail: at the latest five (5) days after the date of mailing; and

b) in the case of e-mail: on the Business Day immediately following the date a receipt-acknowledged e-mail is sent.

13.2.3. In order to ensure safe delivery of notices, the Parties shall inform each other in writing of any changes to its representatives and keep the contact details up to date at all times.

13.3. Governing Law and Dispute Resolution

13.3.1. This Agreement, and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Malta.

13.3.2. Each Party irrevocably agrees that the courts of Malta shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.