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

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

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

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

1.5. “Affiliate Links” means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) to Company Websites.

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

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

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

1.9. “Brand” means SyndicateCasino trademark

1.10. “Website” means the website syndicate.casino or other such websites (including mirror websites) as may be added to this Affiliate Program from time to time;

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

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

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

1.14. “Controller” has the meaning given to it in applicable Data Protection Laws.

1.15. “Data Protection Laws” means any and all applicable data protection and privacy laws including (i) the EU General Data Protection Regulation (Regulation 2016/679), where applicable; (ii) the EU e-Privacy Directive (Directive 2002/58/EC), where applicable; and (iii) any and all national laws made under or pursuant to any of the foregoing, in each case as amended or superseded from time to time.

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

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

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

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

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

1.21. “Processor” has the meaning given to it in applicable Data Protection Laws.

1.22. “Processing” means any operation or set of operations which is performed on Personal Data such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

2.1. Registering as Affiliate

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

“We will, at our sole discretion, determine whether or not to accept an Affiliate Application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your Affiliate Application has been successful.

You will provide any documentation required by Company to verify the Affiliate Application and to verify the Affiliate Account information at any time during the term of the Affiliate Agreement. This documentation may include but is not limited to: bank statements, individual or corporate identity papers and proof of address.

It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Program is correct and that such information is kept up-to-date at all times.

2.2. Affiliate login details

It is your sole obligation and responsibility to ensure that login details for your Affiliate Account are kept confidential and secure at all times.

Any unauthorised use of your Affiliate Account resulting from your failure to adequately guard your login information shall be your sole responsibility, and you remain solely responsible and liable for all such activity occurring under your Affiliate Account user ID and password (whether such activity was undertaken by you or not). It is your obligation to inform us immediately if you suspect illegal or unauthorised use of your Affiliate Account.

2.3. Affiliate Program participation

The Affiliate Program is intended for your direct participation. Opening an Affiliate Account for a third party, brokering or transfering an Affiliate Account is not accepted. Affiliates wishing to transfer an account to another beneficial owner must contact us and request permission. Besides, you shall not open more than one Affiliate Account without our prior written consent.

By agreeing to participate in the Affiliate Program, you agree to use your best efforts to actively advertise, market and promote the Company Websites in accordance with the Affiliate Agreement and Company’s instructions from time to time. You will ensure that all activities taken by you under the Affiliate Agreement will be in Company’s best interest and will in no way harm the Company’s reputation or goodwill.

You may link to the Company Website’s using the Affiliate Links or other such materials as we may from time to time approve. This is the only method by which you may advertise on our behalf.

2.4. Affiliate Website

You will be solely responsible for the development, operation and maintenance of the Affiliate Website and for all materials that appear on the Affiliate Website. You shall at all times ensure that the Affiliate Website is compliant with all applicable laws, including Data Protection Laws, and functions as a professional website.

You will not present the Affiliate Website in such a way so that it may cause confusion with the Company Websites, or so that it may give the impression that it is owned or operated by Company.

The Affiliate Website will not contain any defamatory, libellous, discriminatory or otherwise unsuitable content (including, but not limited to, violent, obscene, derogatory or pornographic materials or content which would be unlawful in target country).

2.5. Valid traffic and good faith

You will not generate traffic to Company Websites by registering as a New Customer whether directly or indirectly (for example by using associates, family members or other third parties). Such behaviour shall be deemed as fraud.

You will also not attempt to benefit from traffic not generated in good faith. If you have any reasonable suspicion that any New Customer referred by you is in any way associated to bonus abuse, money laundering, fraud, or other abuse of remote gaming websites, you will immediately notify us of this.

You hereby recognise that any New Customer found to be a bonus abuser, money launderer or fraudster or who assists in any form of affiliate fraud (whether notified by you or later discovered by us) does not count as a valid New Customer under the Affiliate Agreement, and thereby no Commission shall be payable in relation to such New Customers.

2.6. Unsuitable websites

You will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring our Intellectual Property on any unsuitable websites (whether owned by a third party or otherwise).

Unsuitable websites include, but are not limited to, websites that are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party or of the Company, or breach any relevant advertising regulations or codes of practice in any territory where such Affiliate Links or digital advertisements may be featured.

2.7. Brand Protection

During the Term of this Agreement, the Affiliate shall use its reasonable endeavours to display the most up to date Content on the Affiliate Site in a manner and location agreed by the Parties. The Affiliate shall not alter the form or operation of the Content without the Company’s prior written consent.

At all times the Affiliate agrees to be bound by the Company’s Compliance Guidelines and Notices which may be provided by the Company from time to time.

The Affiliate agrees to give the Company reasonable assistance in respect of the display, access to, transmission and maintenance of the Content.

The Affiliate shall ensure that it does not place any Content on pages of the Affiliate Site targeting individuals under the legal gambling age, assist or encourage others to market and promote any Content, the Brand and the Company’s services to anyone under the legal gambling age.

2.8. Affiliate Links

The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate Website.

You will only use Affiliate Links provided by Company within the scope of the Affiliate Program. Masking your Affiliate Links (for example hiding the source of the traffic sent to Company’s Websites) is also prohibited.

2.9. Email and SMS marketing

If sending any emails or SMS communications to individuals which (i) include any of Company’s Intellectual Property Rights; or (ii) otherwise intend to promote Company Websites, you must first obtain our permission to send such emails.

If such permission is granted by the Company, you must then ensure you have each and every recipient’s freely given, specific, informed and unambiguous consent to receive marketing communications in the form of communication to be sent (i.e. by SMS or email) and that such individuals have not opted out of receiving such communication. You shall clearly display an unsubscribe feature in each such communication clearly detailing methods of unsubscribing from the mailing list.

You shall keep records of recipients’ consents, and when and how you got these consents, to demonstrate compliance with your obligations hereunder, and shall provide such evidence to the Company upon request.

You must also make it clear to the recipient that all marketing communications are sent from you and are not from our Company.

Any report of your non-compliance will be investigated immediately, and the Company may, in its sole discretion, suspend your account pending the review or investigation of the reported non-compliance. If your non-compliance would be confirmed, the Company is entitled to take actions specified in Clause 9 hereof.

2.10. Use of Company Intellectual Property Rights

Any use of Company’s Intellectual Property Rights must be in accordance with any brand guidelines issued to you from time to time and are always subject to the approval required in clause below.

You will not register domain names, as well as search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service or other referral service which are identical to any of the Company’s trademarks or otherwise include the Company trademarks.

2.11. Approved creative

You will not use any advertising layout or creative (including banners, images, logos) incorporating our Intellectual Property Rights unless the advertising layout or creative was provided to you by the Company or (if advertising layouts are created by you) without the advance written approval of Company. You will not modify the appearance of any advertising that has been provided to you or for which approval was granted.

It is your responsibility to seek approval from Company in time for launch of any advertising campaign or creative, to ensure you have written approval from the Company in relation to advertising, and to be able to evidence such approval upon request.

2.12. Loyalty Programs

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

2.13. Responsible Gaming

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

2.14. Illegal activity

You will not target any territory or jurisdictions where gambling is illegal. You will act within the relevant and / or applicable law at all times and you will not perform any act which is illegal in relation to the Affiliate Program or otherwise.

2.15. Data Protection

Subject to Clause 3.3 of this Agreement, the Company and Affiliate shall be independent Controllers for the Personal Data and are not joint Controllers under Data Protection Laws.

As an independent Controller, you shall at all times comply with the Data Protection Laws in particular but not limited to:

• (a) fair and lawful Processing, data retention and deletion and safeguarding data subjects’ rights, and shall be individually and separately responsible for complying with your obligations as Controller under Data Protection Laws;

• (b) cooperate with the Company to set out the requirements to meet relevant obligations of Data Protection Laws (for example in respect of data portability, subject access, lawful access requests and requests for rectification, amendment and disposal);

• (c) comply with the terms of this Agreement and shall not perform any of your obligations under the Agreement in such a way as to cause the Company to breach any of its obligations under Data Protection Laws; and

• (d) in the event you become aware of an actual or suspected security breach, notify the Company within 48 hours of identification of the breach and to consult with the Company about such steps as may reasonably be necessary or appropriate to investigate, mitigate and remediate the breach and otherwise to discharge respective obligations under applicable Data Protection Laws.

2.16. Cost and expense

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

2.17. Company monitoring of Affiliate activity

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

2.18. Commissions paid incorrectly

The Affiliate agrees to immediately upon request by Company, return all Commissions received based on New Customers referred to Company in breach of the Affiliate Agreement or relating to fraudulent or falsified transactions.

3.1. Right to direct New Customers

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

3.2. Licence to use Company Intellectual Property Rights

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

3.3. Players’ Personal Data

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

The Company may choose to make available certain Players’ Personal Data to the Affiliate in exceptional cases for the sole purpose of allowing the Affiliate to verify the Commission paid or payable by the Company (“Company Data”). In respect of this Company Data only, the Parties shall be bound by the terms in Annex 1.

3.4. The Affiliate is obliges not to:

a) directly or indirectly offer any person or entity any incentive (including but not limited to money) to access the Site and use the Content on the Affiliate Site (e.g. by implementing any “rewards” program for persons or entities who use such content);

b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to the Company by any person or entity;

c) use any device, robot, spider, software, routine or other method (or anything in the nature of the foregoing) to interfere or attempt to interfere with the proper functioning of the Products and/ or the Company’s websites or any related information or transactions;

d) engage in transactions of any kind on the Company website on behalf of any third party, or authorise, assist, or encourage other third parties to do so;

e) take any action that could reasonably cause any confusion as to the Company’s relationship with the Affiliate, or as to the Site on which any transactions are occurring;

f) promote the Brand in any way other than by using the Content on the Affiliate Site in accordance with this Agreement without the Company’s prior written consent;

g) post or serve any advertisements or Content on any website not owned by the Affiliate using framing techniques including but not limited to pop-up/pop-under windows, or assist, authorise or encourage any third party to take any such action without the Company’s prior written consent;

h) attempt to artificially alter monies payable to the Affiliate by the Company in any way, including but not limited to colluding with New Customers referred by the Affiliate, or other Affiliates and/or by the creation of multiple Affiliate Sites or accounts to hedge bets, offset losses or otherwise gain a financial advantage;

j) attempt to intercept or redirect (including, without limitation to user-installed software) traffic from or on any other website that participates in the Program;

k) register more than one Affiliate account with the Program. Any exceptions must be confirmed in writing by the Company;

l) use any form of spam (including search engine spamming or spamdexing) or unsolicited mail in its attempts to refer New Customers to the Site;

m) be under eighteen (18) years of age and must be able to provide the Company upon request at any time, a copy of his/her ID, billing address and/or other documents. Refusal to do so may be considered, at the Company’s sole discretion, as fraudulent activity;

n) fail to keep the Affiliate Site content compliant with any content and phrasing obligations and/or restrictions imposed on the Company by legal and/or regulatory requirements and/or third-party suppliers. In the event that the Affiliate, for any reason, does not have knowledge of such obligations, the Affiliate must update its Site within two (2) Working Days upon receipt of a notification from the Company;

o) apply for a new Affiliate account if it previously had an account closed due to breach of the Agreement;

p) breach this Terms and Conditions.

3.5. If the Company determines, at its sole discretion, the Affiliate has engaged in the activities specified above, the Company shall have the right to:

a) suspend any payments due to the Affiliate while the Company investigates any suspected breach, and/or;

b) alter the Commission Structures of the Affiliate and/or;

c) withhold payment of any Commission due to the Affiliate that has derived from the breach, and/or;

d) retain the Commission until the debt is settled or invoice the cost incurred by such breach and/or;

e) terminate the Agreement immediately.

If the investigation made by the Company leads to the conclusion that there is no breach, the Company shall pay the Affiliate all suspended or withheld payments.

3.6. Affiliates obligation in respect of Direct Marketing

3.6.1. The Affiliate shall only send marketing messages to recipients who have provided freely given, specific, informed and unambiguous consent to receive marketing from the Affiliate in relation to the Website, in accordance with applicable Data Protection Laws, such consent having been reaffirmed by the recipient at least within the last year.

3.6.2.. The Affiliate shall make each recipient aware that the marketing messages can be sent in the interests of SyndicateCasino. For the avoidance of doubt, providing reference to ‘third parties’ or ‘partners’ are not tightly defined and shall be considered too general to demonstrate valid consent.

3.6.3. The Affiliate shall clearly display a message in each such communication to state who is sending such marketing communications (and confirm they are not being sent by the Company itself).

3.6.4. The Affiliate shall clearly display an unsubscribe feature in each such communication clearly detailing methods of unsubscribing from the mailing list.

3.6.5.. The Affiliate shall not send any promotional offers relating to the Website to recipients under the age of 18.

3.6.6. The Affiliate shall keep a record of recipient’s consent, and when and how the Affiliate got this consent, to demonstrate the compliance with the Affiliate’s obligations as per clauses 5.11-5.16 hereof, and shall provide such evidence to the Company upon request.

3.6.7. Any report of Affiliate non-compliance will be investigated immediately, and the Company may, in its sole discretion, suspend the account of the Affiliate in question pending the review or investigation of the reported non-compliance. If the Affiliate’s non-compliance would be confirmed, the Company is entitled to take actions specified in the clause 5 hereof.

3.6.8. Without prejudice to any other indemnity contained in the Agreement, the Affiliate is obliged to indemnify and hold the Company harmless against claims, actions, proceedings, losses, damages, expenses and cost (including without limitation court costs and reasonable legal fees) arising out of or in connection with any unsolicited email marketing communication sent by the Affiliate.

3.6.9. The Affiliate shall share safer gambling related content on a quarterly basis with its customer base.

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

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

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

4.4. We shall use and process the following personal data of an Affiliate or any Affiliate employee, as follows: your username for logging in, your email address, name, date of birth, your country and address, telephone number and financial data for the purposes of ensuring a high level of security, fulfilling the AML legal requirements and for managing our business relationship.

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

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

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

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

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

d) immediately terminate the Affiliate Agreement;

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

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

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

6.2 The Commission is calculated at the end of each month and payments shall be made on a monthly basis in arrears, not later than the 10th of the following calendar month.

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

6.4. A minimum amount of €20 (twenty euro) may be withdrawn from the Affiliate Wallet at one time.

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

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

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

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

30% of NGR, if monthly NGR is equal or below 5,000 EUR

35% of NGR, if monthly NGR is above 5,000 EUR

40% of NGR, if monthly NGR is above 15,000 EUR

45% of NGR, if monthly NGR is above 30,000 EUR

No Negative Carryover

During the term of the Affiliate Agreement, you may from time to time be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, the Commissions earned by you under the Affiliate Program).

You agree to avoid disclosure or unauthorised use of any such confidential information to third persons or outside parties unless you have our prior written consent. You also agree that you will use the confidential information only for the purposes of the Affiliate Agreement. Your obligations in regards to this clause survive the termination of this Agreement.

In addition, you must not issue any press release or similar communication to the public with respect to your participation in the Affiliate Program without the prior written consent of the Company (with approval of the exact content to also be approved by Company).

9.1. Term

The term of the Affiliate Agreement will begin when you are approved as an Affiliate and will be continuous unless and until either Party notifies the other in writing that it wishes to terminate the Agreement. In this case the Agreement will be terminated 30 days after such notice is given. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

For the avoidance of doubt, Company may also terminate (in accordance with Clause 5 above) upon immediate notice at any time for the Affiliates failure to meet their obligations under the Agreement or otherwise for the Affiliate’s negligence.

9.2. Affiliate actions upon termination

Upon termination you must immediately remove all of Company banners or creatives from the Affiliate Website and disable all Affiliate Links from the Affiliate Website to all Company Websites.

All rights and licenses given to you in the Affiliate Agreement shall immediately terminate.

You will return to Company any confidential information and all copies of it in your possession and control, and will cease all uses of all Company Intellectual Property Rights.

9.3. Commission

Upon termination of the Affiliate Agreement for any reason, all Commission relating to any New Customers directed to Company during the term shall not be payable to the Affiliate as from the date of termination.

10.1. Disclaimer

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

10.2. Indemnity and Limitation of Liability

You shall indemnify and hold Company, our directors, employees and representatives harmless from and against any and all claims, actions, proceedings, liabilities, losses, damages and costs, including legal fees, resulting from or in any way connected with (a) any breach by you of any provision of the Affiliate

Agreement, (b) the performance of your duties and obligations under the Affiliate Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorised use of our creatives and links or this Affiliate Program, or by unsolicited marketing communications sent by you.

The Company shall not be held liable for any direct or indirect, special, or consequential damages (or any loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Affiliate Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages.

10.3. Non-Waiver

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

10.4. Relationship of Parties

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

10.5. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform its obligations under the Affiliate Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) calendar days then either Party may terminate the Affiliate Agreement with immediate effect by providing a written notice.

10.6. Assignability

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

10.7. Severability

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

10.8. English language

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

10.9. Modification of Terms & Conditions

We may modify any of the terms and conditions contained in the Affiliate Agreement or replace it at any time and in our sole discretion by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available Commissions and Affiliate Program rules.

If any modification is unacceptable to you, your need to terminate the Affiliate Agreement. Your continued participation in our Affiliate Program following our posting of a change notice or new agreement will constitute binding acceptance of the modification or of the new agreement.

(a) Terms “Affiliate”, “Controller”, “Data Protection Laws”, “Personal Data”, ‘’Processor”, “Processing” have the meaning given to them in the Affiliate Agreement.

(b) References to a defined term which is not defined in this Annex 1 (“Addendum”), shall have the meaning given to it in the Affiliate Agreement.

The Company appoints the Affiliate as a Processor to process the Company Data described in the Affiliate Agreement for the purpose of verifying the Commission paid or payable by Company pursuant to the Affiliate Agreement (or as otherwise agreed in writing by the Parties). Each Party shall comply with the obligations that apply to it under Data Protection Laws, and the Affiliate shall promptly inform the Company if the Company’s processing instructions infringe Data Protection Laws.

The Affiliate shall process the Company Data only on documented instructions from the Company, including with regard to transfers of Company Data to a third country or an international organisation, unless required to do so by European Union or applicable Member State law to which the Affiliate is subject. In such a case, the Affiliate shall inform the Company of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.

If any Company Data originates from the European Economic Area, the Affiliate shall not transfer the Company Data outside the EEA unless it has taken such measures as are necessary to ensure the transfer is in compliance with Data Protection Laws. Such measures may include without limitations transferring the Company Data to recipient:

• (a) in a country recognized by the European Commission as providing adequate level of protection of personal data;
• (b) that has achieved binding corporate rules authorization according the Data Protection Laws;
• (c) that has executed standard contractual clauses adopted by the European Commission.

The Affiliate shall ensure that any persons authorized to process the Company Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Affiliate shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

• (a) the pseudonymisation and encryption of Company Data;
• (b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
• (c) the ability to restore the availability and access to Company Data in a timely manner in the event of a physical or technical incident;
• (d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the Processing.

Affiliate shall not subcontract any of its service-related activities consisting (partly) of the Processing of the Company Data or requiring Company Data to be Processed by any third party without the prior written approval of the Company.

In a case of written approval of the Company, the Affiliate shall ensure that sub-processors are bound by a written contract including terms which offer at least the same level of protection for Company Data as those set out in this Addendum.

The Affiliate shall remain fully liable vis-à-vis the Company for the performance of any such sub-processor that fails to fulfil its data protection obligations, including any acts or omissions of the sub-processor in regard of its Processing of Company Data.

The Affiliate shall provide assistance to the Company to enable the Company to respond to:

• (a) any request from data subjects to exercise any of their rights under Data Protection Laws (including their rights of access, rectification, objection, erasure and data portability, as applicable); and
• (b) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the Processing of Company Data.

In the event that any such request, correspondence, enquiry, or complaint is made directly to the Affiliate, the Affiliate shall promptly inform the Company providing full details of the same.

The Affiliate shall provide assistance to the Company with any data protection impact assessments, and prior consultations with (or notifications to) supervisory authorities, which the Company reasonably considers to be relevant according to Data Protection Laws.

The Affiliate shall provide the Company with all reasonable assistance in complying with its obligation under Data Protection Laws to implement and maintain appropriate technical and organizational security measures in relation to the Processing of Company Data.

If it becomes aware of a security breach, the Affiliate shall inform the Company without undue delay but in any case, no later than 48 hours, and shall provide reasonable information and cooperation to the Company so that the Company can fulfil any data breach reporting obligations it may have under (and in accordance with the timescales required by) Data Protection Laws. The Affiliate shall further take such reasonable measures and actions to mitigate the effects of the security breach and shall keep the Company informed of all material developments in connection with the security breach.

Following verification of the Commission paid or payable by the Company, but in any case, no later than the date of termination or expiry of this Addendum, the Affiliate shall destroy all Company Data and all existing copies in its possession or control.

The Affiliate shall make available to the Company on request all information necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, conducted by the Company or an auditor mandated by the Company in relation to the Processing of the Company Data.

Without prejudice to any other indemnity contained in the Affiliate Agreement, Affiliate shall indemnify and keep indemnified the Company from and against all liabilities and amounts, including all:

• (a) costs (including legal costs), claims, demands, actions, settlements, ex-gratia payments, charges, procedures, expenses, losses and damages (including relating to material or non-material damage, which includes emotional distress);
• (b) loss or damage to reputation, brand or goodwill; and
• (c) to the extent permitted by applicable laws and regulations: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a supervisory authority; (ii) compensation paid to a data subject; and (iii) the costs of compliance with investigations by a supervisory authority, suffered or incurred by, awarded against or agreed to be paid by the Company, arising from or in connection with any breach by the Affiliate of this Addendum or of Data Protection Laws.