AFFILIATE TERMS AND CONDITIONS

Effective Date: 20/04/2026

This Affiliate Agreement (the “Agreement”) is entered into between Grail Technologies Ltd., a company duly incorporated and existing under the laws of Saint Lucia, having its registered office at Rodney Bayside Building, Rodney Bay, Gros Islet, Saint Lucia (hereinafter referred to as the “Company”, “we”, “us”, or “our”), and the individual or legal entity whose application to participate in the Affiliate Program has been approved by the Company (hereinafter referred to as the “Affiliate”, “you”, or “your”).

The Company operates the online gaming platforms available at www.grailbet.com and www.graildraw.com (together, the “Brand”) and the affiliate programme accessible via www.grailbetpartners.com (the “Affiliate Program”).

By registering for the Affiliate Program, accessing or using the Affiliate Platform, utilising any Affiliate Link, or accepting any Commission, the Affiliate expressly acknowledges, represents, and warrants that it has read, understood, and agrees to be legally bound by the terms and conditions set out in this Agreement, as amended from time to time in accordance with its terms.

Unless otherwise notified by the Company in writing, all Affiliate Program communications may be directed to [email protected].

1. DEFINITIONS

1.1 For the purposes of this Agreement, the following terms shall have the meanings assigned to them below:

(a) “Affiliate Account” means the account established in the name of the Affiliate within the Affiliate Platform through which tracking, reporting, payment administration, compliance checks, and Commission calculations are performed and maintained by the Company.

(b) “Affiliate Link” means the unique tracking hyperlink, referral code, or other tracking mechanism assigned by the Company to the Affiliate for the purpose of identifying and attributing player registrations, deposits, and activity generated through the Affiliate’s promotional efforts.

(c) “Affiliate Platform” means the Wynta affiliate platform, including, without limitation, the tracking, reporting, administration, and payment systems made available by the Company to the Affiliate in connection with the Affiliate Program.

(d) “Brand(s)” means the online gaming platforms operated by the Company and made available at www.grailbet.com and www.graildraw.com, together with any related websites, domains, subdomains, applications, products, or offers which the Company may include in the Affiliate Program from time to time.

(e) “Qualified Player” means a player who has registered with the Company through a valid Affiliate Link, has not previously held an account with the Company, is not the Affiliate, is not directly or indirectly associated with the Affiliate, and satisfies all qualification criteria determined by the Company, including identity verification, compliance screening, anti-fraud review, and genuine gameplay activity.

(f) “FTD” or “First Time Depositor” means a Qualified Player who, after registering an account with the Company, completes their first successful real-money deposit within thirty (30) days of registration.

(g) “Cookie Duration” means the period during which an Affiliate Link remains valid for attribution purposes, being thirty (30) days unless otherwise expressly agreed in writing by the Company.

(h) “Commission” means any remuneration payable to the Affiliate pursuant to this Agreement, whether calculated on a Revenue Share basis, Cost Per Acquisition basis, Hybrid basis, or any other basis expressly agreed in writing by the Company.

(i) “Commission Structure” means the remuneration model agreed between the parties, including but not limited to Revenue Share, Cost Per Acquisition, Hybrid arrangements, or any alternative commercial model expressly confirmed in writing by the Company.

(j) “Cost Per Acquisition” or “CPA” means a one-time payment payable in respect of a Qualified Player who has fulfilled all qualification criteria determined by the Company, including, without limitation, valid registration, required deposit, successful verification, compliance clearance, and genuine gameplay activity.

(k) “Revenue Share” means the percentage of Net Gaming Revenue payable to the Affiliate in accordance with the applicable Commission Structure.

(l) “Net Gaming Revenue” or “NGR” means the Gross Gaming Revenue generated by the Company from Qualified Players referred by the Affiliate, less all applicable deductions, adjustments, and offsets, including, without limitation, player winnings, bonuses, free bets, promotional credits, payment processing fees, fraud and chargebacks, returned or reversed transactions, applicable taxes, regulatory levies, licensing costs, jackpot contributions or adjustments where applicable, third-party provider costs, and any administrative fee applied in accordance with this Agreement.

(m) “High Roller” means a player who generates negative Net Gaming Revenue of EUR 10,000 or more within a single calendar month.

(n) “Cryptocurrency” means any digital or virtual currency supported by the Company for payment purposes, including, without limitation, USDT and USDC.

(o) “Fiat Currency” means government-issued currency recognised as legal tender and accepted by the Company for payment purposes, including EUR and any other fiat currencies supported by the Company from time to time.

2. AFFILIATE RELATIONSHIP

2.1 The Affiliate shall at all times act as an independent contractor, and nothing contained in this Agreement shall be construed as creating any partnership, joint venture, agency, franchise, employment relationship, fiduciary relationship, or similar relationship between the parties.

2.2 The Affiliate shall have no authority whatsoever to make, accept, or enter into any agreements, representations, warranties, offers, or commitments on behalf of the Company, nor to bind the Company in any manner whatsoever.

2.3 The Affiliate shall not represent itself as an employee, representative, partner, or authorised agent of the Company and shall ensure that no marketing communication, website content, message, or statement made by the Affiliate suggests otherwise.

2.4 The Affiliate acknowledges and agrees that it is solely responsible for its own business operations, costs, taxes, staff, subcontractors, marketing activity, media buying, content, websites, domains, traffic acquisition methods, and legal compliance obligations arising from or related to its participation in the Affiliate Program.

3. REGISTRATION, APPROVAL, AND AFFILIATE ACCOUNT

3.1 In order to participate in the Affiliate Program, the Affiliate must submit a complete and accurate application through the Affiliate Platform or through such other process as the Company may make available from time to time.

3.2 The Company reserves the right, at its sole discretion, to accept or reject any application to participate in the Affiliate Program, and shall not be obliged to provide any reason for its decision.

3.3 The Affiliate represents and warrants that all information provided to the Company in connection with its application, Affiliate Account, payment details, tax status, business activities, and ongoing participation in the Affiliate Program is complete, accurate, current, and not misleading in any respect.

3.4 The Affiliate shall promptly notify the Company of any material change to its ownership, control, legal status, registered details, payment details, traffic sources, or any other information relevant to the operation of the Affiliate Account or the Company’s compliance obligations.

3.5 The Affiliate shall not create, control, or operate more than one Affiliate Account without the prior written consent of the Company, and the Company reserves the right to suspend, merge, or terminate any duplicate, related, or unauthorised Affiliate Accounts.

4. TRAFFIC, MARKETING, AND COMPLIANCE

4.1 The Affiliate undertakes and agrees that all traffic generated under this Agreement shall be lawful, compliant with all applicable laws, regulations, licensing requirements, and industry standards, and generated in good faith using legitimate, transparent, and verifiable marketing methods.

4.2 The Affiliate shall comply at all times with all applicable advertising standards, consumer protection laws, privacy and data protection laws, responsible gambling obligations, player protection requirements, and any licensing or regulatory requirements applicable to the Company, including those arising under any applicable Anjouan licensing framework or any successor regulatory regime.

4.3 The Affiliate shall not engage in any fraudulent, deceptive, misleading, aggressive, or artificial activity, including but not limited to self-referrals, incentivised traffic designed to manipulate Commission, automated traffic generation, cookie stuffing, click manipulation, hidden redirects, misleading claims, fake reviews, fabricated comparison content, unauthorised brand bidding, or any activity intended to distort tracking, player attribution, or Commission calculations.

4.4 The Affiliate shall not target minors, vulnerable individuals, self-excluded persons where known, or any jurisdiction in which online gambling is prohibited, restricted, or not accepted by the Company, and shall ensure that all marketing communications are clearly identifiable as advertising and are accurate, balanced, and not misleading in any material respect.

4.5 The Affiliate shall, upon reasonable request by the Company, provide full and accurate disclosure of all traffic sources, marketing channels, websites, domains, applications, promotional methods, creative materials, media buying activity, sub-affiliate arrangements, and any third-party relationships used in connection with its promotional efforts.

4.6 The Affiliate Program shall operate on a thirty (30) day cookie duration and player attribution shall be determined on a last-click basis, unless otherwise expressly agreed in writing by the Company.

4.7 The Affiliate shall not generate traffic through any of the following methods unless expressly approved in writing by the Company:

(a) unsolicited email marketing (spam);
(b) SMS or push notification campaigns;
(c) incentivised traffic or reward-based traffic;
(d) misleading advertisements or false claims;
(e) software, malware, adware, or forced redirects;
(f) brand bidding or trademark infringement in paid search campaigns; and
(g) any traffic source that infringes third-party rights or applicable laws.

5. MARKETING MATERIALS, BRAND USAGE, AND RESTRICTIONS

5.1 The Affiliate shall use only such marketing materials, creatives, trademarks, logos, banners, links, descriptions, and branding as have been provided by the Company or expressly approved in writing by the Company.

5.2 The Affiliate shall not modify, alter, adapt, translate, shorten, expand, or create derivative versions of any marketing materials or Brand assets without the Company’s prior written approval.

5.3 The Affiliate shall not register, purchase, bid on, or otherwise use any domain names, keywords, search terms, paid search placements, usernames, social media handles, application names, or other identifiers that are identical or confusingly similar to the Brand, its trademarks, or any variations or misspellings thereof, unless expressly authorised in writing by the Company.

5.4 The Affiliate shall not present itself, its website, application, channel, profile, or content in a way that could cause confusion with the Brand or create the impression that it is owned, operated, or officially endorsed by the Company, except to the extent expressly authorised in writing by the Company.

5.5 The Company reserves the right, at any time and in its sole discretion, to require the Affiliate to amend, suspend, remove, or discontinue any marketing content, traffic source, promotional method, or brand usage practice that the Company reasonably considers to be non-compliant, misleading, unlawful, inaccurate, or harmful to the Brand or its reputation.

5.6 The Company grants the Affiliate a limited, non-exclusive, non-transferable, revocable license to use the Brand’s marketing materials solely for the purpose of promoting the Brand in accordance with this Agreement. Such license shall automatically terminate upon suspension or termination of this Agreement.

6. COMMISSION STRUCTURE

6.1 Subject always to the Affiliate’s full compliance with this Agreement, the Affiliate shall be entitled to receive Commission in accordance with the applicable Commission Structure agreed between the parties.

6.2 Unless otherwise expressly agreed in writing by the Company, Revenue Share shall be calculated on a monthly basis in accordance with the following tiered structure:

• EUR 0 to EUR 10,000: 25%
• EUR 10,001 to EUR 20,000: 30%
• EUR 20,001 to EUR 30,000: 35%
• EUR 30,001 to EUR 50,000: 40%
• EUR 50,001 and above: 45%

6.3 The applicable Revenue Share percentage shall be applied to the total Net Gaming Revenue generated by Qualified Players referred by the Affiliate during the relevant calendar month, unless the parties have expressly agreed in writing to a different method of application.

6.4 SUB-AFFILIATE COMMISSION

6.4.1 The Affiliate may, subject to the prior written approval of the Company, introduce third-party affiliates (“Sub-Affiliates”) to the Affiliate Program.

6.4.2 Where such Sub-Affiliates are approved by the Company and actively participate in the Affiliate Program, the Affiliate shall be entitled to receive a commission equal to five percent (5%) of the Revenue Share Commission earned by such Sub-Affiliates.

6.4.3 For the avoidance of doubt, the Sub-Affiliate Commission shall be calculated solely on the Revenue Share earnings of the Sub-Affiliate and shall not apply to any CPA, Hybrid, or other fixed-fee payments.

6.4.4 Sub-Affiliate Commission shall only be payable where the relevant Sub-Affiliate remains active, compliant with this Agreement, and has not been suspended or terminated.

6.4.5 The Company reserves the right, acting reasonably and in good faith, to approve, reject, suspend, or terminate any Sub-Affiliate arrangement where it determines that the structure presents compliance, legal, or commercial risk.

7. CPA TERMS AND CONDITIONS

7.1 Where the applicable Commission Structure includes CPA, the Affiliate shall only be entitled to receive CPA Commission in respect of Qualified Players who have registered through a valid Affiliate Link, completed all required deposit activity, passed all identity verification and compliance procedures, and demonstrated genuine gameplay behaviour consistent with normal recreational use.

7.2 In order to qualify as a CPA-eligible player, the player must, at a minimum:

(a) complete a valid first-time deposit in accordance with the minimum deposit requirements specified by the Company from time to time;
(b) successfully pass all identity verification, know your customer, anti-money laundering, fraud prevention, and compliance screening procedures applied by the Company;
(c) engage in genuine gameplay activity that demonstrates real user intent and participation consistent with ordinary recreational gaming behaviour; and
(d) not be a duplicate account, self-referral, related account, or otherwise directly or indirectly connected to the Affiliate.

7.3 All CPA payments shall be subject to a validation and holding period of not less than thirty (30) days from the date on which the player first appears to meet the relevant qualification criteria, during which the Company shall be entitled to review player behaviour, transaction patterns, source quality, compliance indicators, and any other information reasonably relevant to the determination of player validity.

7.4 The Company reserves the right, at its sole discretion, acting reasonably and in good faith, to approve, reject, withhold, adjust, reverse, or cancel any CPA payment where it reasonably determines that:

(a) the player has engaged in bonus abuse, fraud, collusion, or irregular behaviour;
(b) the player has not demonstrated sufficient or genuine gameplay activity;
(c) the player has engaged in deposit-only behaviour without meaningful participation;
(d) the player has withdrawn funds without reasonable gameplay activity;
(e) the traffic source is deemed low quality, misleading, incentivised in an unauthorised way, or otherwise non-compliant;
(f) the player forms part of a coordinated, duplicate, or fraudulent scheme; or
(g) the player’s activity otherwise fails to meet the Company’s quality, value, or compliance expectations.

7.5 For the avoidance of doubt, non-genuine activity shall include, but shall not be limited to:

(a) deposit-only behaviour without meaningful gameplay;
(b) rapid withdrawal patterns inconsistent with normal recreational conduct;
(c) repeated exploitation of bonus mechanics;
(d) repeated short-lifecycle player behaviour;
(e) shared IP addresses, devices, payment methods, or other indicators suggesting related or fraudulent activity; and
(f) activity which, in the Company’s reasonable judgment, does not reflect genuine customer acquisition.

7.6 CPA campaigns may be subject to caps, budgets, testing phases, time restrictions, GEO limitations, or any other campaign-specific terms agreed between the parties in writing, and any traffic or players generated beyond such agreed limits shall not be eligible for Commission unless explicitly approved in writing by the Company.

7.7 The Affiliate shall be solely responsible for monitoring and adhering to all agreed campaign limits and shall ensure that promotional activity is adjusted or ceased immediately once such limits have been reached.

7.8 The Company reserves the right to modify, suspend, reduce, or discontinue any CPA arrangement at any time where traffic quality is deemed unsatisfactory, where the applicable commercial assumptions no longer apply, or where compliance, legal, regulatory, or risk factors so require.

7.9 The Company’s determination regarding CPA qualification, player validity, traffic quality, and campaign compliance shall be final and binding, provided that such determination is made reasonably and in good faith.

8. PAYMENT TERMS

8.1 Commission shall be calculated on a monthly basis in arrears and shall, provided that the minimum payout threshold of EUR 500 has been reached, be payable between the fifteenth (15th) day and the last business day of the calendar month following the month in which such Commission was generated.

8.2 Where the minimum payout threshold has not been reached, the outstanding balance shall be carried forward to subsequent payment periods until such threshold is met, unless otherwise determined by the Company in accordance with this Agreement.

8.3 Payments shall be made in Fiat Currency or Cryptocurrency, as determined by the Company, unless otherwise expressly agreed in writing between the parties. Where Cryptocurrency is used, the value shall be determined at the time of payment processing, and the Affiliate accepts all risks associated with price volatility following payment.

8.4 The Company reserves the right, at its sole discretion, acting reasonably and in good faith, to withhold, delay, suspend, reduce, or refuse any payment of Commission where it reasonably suspects fraud, abuse, non-compliant activity, breach of this Agreement, sanctions exposure, verification issues, or any regulatory, legal, or payment risk.

8.5 The Company’s tracking systems, reporting tools, internal records, and back-office data shall constitute the primary and authoritative basis for determining player attribution, Net Gaming Revenue, CPA qualification, and Commission calculations, and shall be final and binding on the Affiliate unless manifest error is established.

8.6 The Company reserves the right to refuse, suspend, limit, or close any player account at any time at its sole discretion, and such action shall not of itself create any entitlement for the Affiliate to challenge the Company’s player management decisions.

8.7 The Company shall be entitled to recover, deduct, or set off any overpayments, duplicate payments, or any Commission generated in breach of this Agreement against any future payments due to the Affiliate.

8.8 The Affiliate shall be solely responsible for declaring, reporting, and paying any and all taxes, duties, levies, charges, or similar governmental assessments arising from or in connection with any Commission received under this Agreement, and the Company shall bear no responsibility or liability whatsoever in respect of the Affiliate’s tax affairs.

8.9 ADMINISTRATIVE FEE

8.9.1 The Company shall apply an administrative fee to Net Gaming Revenue, which shall be set at 25%, unless otherwise expressly agreed in writing between the parties.

8.9.2 Such administrative fee may reflect operational costs, platform and provider fees, payment processing costs, compliance obligations, licensing costs, and other costs and expenses incurred in connection with the operation of the Brand and the Affiliate Program.

8.9.3 The Company reserves the right to amend the administrative fee percentage from time to time upon reasonable prior notice to the Affiliate, and continued participation in the Affiliate Program following such notice shall constitute acceptance of the revised fee.

9. NEGATIVE CARRYOVER AND HIGH ROLLER POLICY

9.1 The Affiliate Program shall operate without general negative carryover, except as expressly provided in relation to High Rollers.

9.2 Where a High Roller generates negative Net Gaming Revenue of EUR 10,000 or more within a calendar month, such negative balance shall be isolated and carried forward solely against that specific player’s future activity until fully offset.

9.3 For the avoidance of doubt, negative Net Gaming Revenue generated by a High Roller shall not be applied against the positive Net Gaming Revenue generated by any other Qualified Players referred by the Affiliate.

9.4 By way of example, where the Affiliate generates EUR 20,000 in positive Net Gaming Revenue from ordinary Qualified Players during a given month and one High Roller generates negative Net Gaming Revenue of EUR 15,000 during the same month, the Affiliate’s Commission shall be calculated on the EUR 20,000 positive Net Gaming Revenue generated by the non-High Roller players, and the EUR 15,000 negative balance of the High Roller shall be carried forward exclusively against that same High Roller’s future Net Gaming Revenue.

9.5 For the avoidance of doubt, any negative Net Gaming Revenue not attributable to a High Roller shall not be carried forward and shall reset to zero at the start of each new calendar month.

10. SUSPENSION, TERMINATION, AND ACCOUNT CLOSURE

10.1 The Company reserves the right, at its sole discretion, acting reasonably and in good faith, to suspend the Affiliate Account, in whole or in part and with immediate effect, where it reasonably suspects that the Affiliate has breached any provision of this Agreement, engaged in fraudulent, abusive, misleading, or non-compliant activity, failed to cooperate with a compliance or audit request, or otherwise created legal, regulatory, financial, payment, or reputational risk for the Company.

10.2 During any period of suspension, the Affiliate shall not be entitled to generate or accrue any new Commission. The Company shall have the right to withhold outstanding payments and restrict access to the Affiliate Account pending the outcome of its investigation.

10.3 The Company shall be entitled to terminate this Agreement with immediate effect upon written notice to the Affiliate where:

(a) the Affiliate is in breach of any provision of this Agreement;
(b) fraudulent, abusive, or non-compliant activity has been identified or reasonably suspected;
(c) the Affiliate fails to provide requested verification documents, information, or cooperation within a reasonable period;
(d) the Company is required to do so in order to comply with applicable laws, regulations, sanctions requirements, licensing conditions, or directives issued by any competent authority; or
(e) the Company determines, acting reasonably and in good faith, that continuation of the relationship presents an unacceptable commercial, legal, regulatory, or reputational risk.

10.4 The Company reserves the right, at its sole discretion, acting reasonably and in good faith, to close the Affiliate Account where it remains inactive for a continuous period of six (6) months, including but not limited to the absence of traffic generation, account access, login activity, communication, or any other meaningful participation in the Affiliate Program.

10.5 In the event of closure of an inactive Affiliate Account, any valid earned and unpaid Commission may be placed on hold pending reactivation of the account, renewed communication from the Affiliate, and completion of any requested verification procedures, unless otherwise required or permitted by applicable law.

10.6 Upon termination or closure of the Affiliate Account for any reason:

(a) all rights granted to the Affiliate under this Agreement shall immediately cease;
(b) the Affiliate shall immediately cease all promotional activity relating to the Brand;
(c) the Affiliate shall remove all Affiliate Links, marketing materials, creative assets, and references to the Brand from all channels under its control without delay; and
(d) the Company shall have no obligation to pay any Commission that has not been validly earned, verified, approved, and cleared in accordance with this Agreement prior to the effective date of termination or closure.

11. DATA PROTECTION AND PRIVACY

11.1 The Affiliate shall comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation where applicable, together with any national laws, regulations, and guidance implementing or supplementing the same.

11.2 The Affiliate acknowledges and agrees that it acts as an independent data controller in respect of any personal data it collects, processes, stores, shares, or transmits in connection with its marketing activities under this Agreement.

11.3 The Affiliate shall be solely responsible for ensuring that all collection, processing, use, and transfer of personal data in connection with its activities is lawful, transparent, fairly disclosed, and supported by an appropriate legal basis, including user consent where required.

11.4 The Affiliate shall implement appropriate technical and organisational security measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or unauthorised access.

11.5 The Company shall not be responsible or liable for the Affiliate’s data handling practices or for any breach of applicable data protection laws by the Affiliate, and the Affiliate shall indemnify the Company against any claims, losses, fines, liabilities, or expenses arising from such breach.

12. AFFILIATE VERIFICATION, KYC, AND AML COMPLIANCE

12.1 The Company reserves the right, at any time and at its sole discretion, to require the Affiliate to provide any documentation, information, or explanation necessary to verify the Affiliate’s identity, ownership, control structure, source of funds, business activities, payment details, and compliance status.

12.2 Such documentation may include, without limitation:

(a) proof of identity, including passport or national identity card;
(b) proof of address;
(c) company incorporation documents;
(d) shareholder and beneficial ownership information;
(e) bank account verification;
(f) tax identification details; and
(g) any other documentation or information reasonably required by the Company for compliance purposes.

12.3 The Affiliate acknowledges and agrees that the Company may conduct ongoing due diligence, monitoring, sanctions screening, fraud prevention checks, anti-money laundering checks, source-of-funds reviews, and any other compliance review that the Company considers necessary or appropriate.

12.4 The Company reserves the right to suspend the Affiliate Account, withhold Commission, delay or refuse payment, or terminate this Agreement where the Affiliate fails to provide requested documentation within a reasonable timeframe or where the Company is unable to satisfactorily verify the Affiliate.

12.5 The Affiliate acknowledges that the Company may be required to collect, retain, disclose, or report information relating to the Affiliate in order to comply with applicable laws, regulatory requirements, payment processor obligations, or requests from competent authorities.

13. SANCTIONS, RESTRICTED TERRITORIES, AND COMPLIANCE

13.1 The Affiliate represents, warrants, and undertakes that neither the Affiliate, nor any of its directors, shareholders, beneficial owners, officers, employees, agents, or affiliates, is currently subject to any sanctions, restrictions, or measures imposed by any governmental, regulatory, or international authority, including but not limited to the European Union, the United Nations, the United States, including the Office of Foreign Assets Control, or the United Kingdom.

13.2 The Affiliate further represents and warrants that it is not acting directly or indirectly on behalf of, or for the benefit of, any individual, entity, or organisation that is subject to sanctions or otherwise designated on any applicable sanctions list.

13.3 The Affiliate shall not promote the Brand, direct traffic, or otherwise engage in marketing activities in any jurisdiction where:

(a) online gambling is prohibited or restricted;
(b) the Company does not accept players; or
(c) such activity would result in a breach of applicable laws, regulations, or licensing conditions.

13.4 The Affiliate agrees to comply with any list of restricted territories, prohibited jurisdictions, or compliance instructions provided by the Company from time to time, and acknowledges that such lists and instructions may be updated at the Company’s sole discretion.

13.5 The Company reserves the right to conduct sanctions screening, background checks, and ongoing monitoring of the Affiliate and its associated persons at any time during the term of this Agreement in order to ensure compliance with applicable laws and regulatory obligations.

13.6 In the event that the Company determines, at its sole discretion, acting reasonably and in good faith, that the Affiliate is in breach of this Section or that there is sanctions exposure or regulatory non-compliance risk, the Company shall have the right to:

(a) immediately suspend the Affiliate Account;
(b) withhold any Commission or payments;
(c) terminate this Agreement with immediate effect; and
(d) report the matter to any relevant authority where required by law or regulation.

13.7 The Affiliate shall indemnify and hold harmless the Company against any losses, liabilities, damages, costs, or expenses arising out of or in connection with any breach of this Section, including any sanctions-related violations or regulatory penalties.

14. RIGHT TO AUDIT, INVESTIGATE, AND VERIFY TRAFFIC

14.1 The Company reserves the right, at its sole discretion and at any time during the term of this Agreement and for a reasonable period thereafter, to audit, investigate, and verify the Affiliate’s activities, traffic sources, marketing methods, and compliance with this Agreement.

14.2 Such audit or investigation may include, without limitation, a review of:

(a) traffic sources and acquisition methods;
(b) websites, domains, landing pages, applications, and content operated or controlled by the Affiliate;
(c) paid advertising campaigns, including search, display, social media, influencer, and native advertising activity;
(d) sub-affiliate arrangements and third-party traffic providers;
(e) click patterns, conversion behaviour, deposit behaviour, and player lifecycle activity; and
(f) any other records, data, materials, or explanations reasonably required by the Company to verify compliance.

14.3 The Affiliate shall fully cooperate with any audit or investigation and shall, upon request, promptly provide all relevant information, documentation, access, and explanations reasonably required by the Company, including access to campaign records, traffic data, screenshots, invoices, and third-party agreements.

14.4 In the event that the Affiliate fails or refuses to cooperate with an audit or investigation, or fails to provide requested information within a reasonable timeframe, the Company shall have the right, at its sole discretion, acting reasonably and in good faith, to:

(a) suspend the Affiliate Account;
(b) withhold any outstanding Commission; and
(c) terminate this Agreement with immediate effect.

14.5 Where an audit or investigation reveals that the Affiliate has engaged in fraudulent, abusive, misleading, non-compliant, or otherwise prohibited activity, or has otherwise breached this Agreement, the Company shall be entitled, at its sole discretion, acting reasonably and in good faith, to:

(a) void, reduce, or reverse any affected Commission;
(b) recover or set off any previously paid Commission;
(c) suspend or terminate the Affiliate Account; and
(d) take any additional action deemed necessary to protect its business, including reporting to relevant authorities where required.

14.6 The Affiliate acknowledges and agrees that the Company’s determination in relation to any audit or investigation, including the classification of traffic quality, player validity, and compliance with this Agreement, shall be final and binding, provided that such determination has been made reasonably and in good faith.

15. GENERAL PROVISIONS

15.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations, discussions, representations, or understandings, whether written or oral, relating to the subject matter of this Agreement.

15.2 The Company’s total liability arising out of or in connection with this Agreement, whether in contract, tort, statute, or otherwise, shall in no event exceed the total Commission paid to the Affiliate during the six (6) months preceding the event giving rise to the claim.

15.3 The Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, or loss of data, even if advised of the possibility of such damages.

15.4 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be deemed severed and the remaining provisions shall remain in full force and effect.

15.5 The Company shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, regulatory changes, payment processor failures, cyber incidents, or force majeure events.

15.6 ORDER OF PRECEDENCE

15.6.1 In the event of any conflict, inconsistency, or ambiguity between this Agreement and any other communication, arrangement, or understanding between the parties, the provisions of this Agreement shall prevail.

15.6.2 Where specific commercial terms have been expressly agreed in writing between the Company and the Affiliate, such terms shall prevail solely to the extent of the inconsistency and only in relation to the specific subject matter of such agreement.

15.6.3 No informal, verbal, implied, or ambiguous communication shall override this Agreement unless clearly and expressly confirmed in writing by the Company.

15.7 This Agreement shall be governed by and construed in accordance with the laws of Saint Lucia, and any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Saint Lucia, unless otherwise required by applicable law.

16. CHANGES TO TERMS AND CONDITIONS

16.1 The Company reserves the right, at its sole discretion, to amend, update, supplement, or modify this Agreement at any time.

16.2 Any such changes shall become effective upon publication on the Affiliate Program website and/or upon notification to the Affiliate by email from [email protected], by platform message through the Affiliate Platform, or by any other reasonable means of communication.

16.3 Where changes are considered material, the Company shall use reasonable efforts to provide prior notice before such changes take effect.

16.4 The Affiliate acknowledges that it is its sole responsibility to review this Agreement periodically and to remain informed of any updates or modifications.

16.5 The Affiliate’s continued participation in the Affiliate Program following any amendment, update, supplement, or modification shall constitute the Affiliate’s full and unconditional acceptance of the updated terms and conditions.

16.6 If the Affiliate does not agree to any amendment or modification, the Affiliate must cease participation in the Affiliate Program and may terminate this Agreement in accordance with its terms.

16.7 For the avoidance of doubt, any material changes shall not apply retroactively to Commission that has already been validly earned prior to the effective date of such changes.

17. CONFIDENTIALITY

17.1 The Affiliate agrees to keep strictly confidential all non-public information provided by the Company, including but not limited to commercial terms, Commission Structures, player data, conversion data, and business strategies. Such obligations shall survive termination of this Agreement.