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TERMS & CONDITIONS OF THE DIGITAL DIVISION AFFILIATE PROGRAM

This Agreement is made between you (the “Affiliate”) and Digital Division Limited (“DDL”), a company licensed and regulated in Great Britain by the Gambling Commission under account number 58086. The Affiliate and DDL are collectively, the “Parties”.

1 DEFINITIONS

Affiliate Fraud

an actual or attempted act by the Affiliate which is reasonably deemed by DDL to be: (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud DDL or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes DDL or any of the Sites any damage or harm. Affiliate Fraud shall include, without limitation: collusion; abuse of bonuses or other promotions; abuse of the Affiliate Remuneration reward structure; violation of Applicable Regulations; false, misleading or unauthorised advertising or representations; and use of stolen bank account or other payment details;

Affiliate Platform

DDL’s online digital platform at affiliates.digitaldivision.co.uk upon which DDL shares information, content and software with the Affiliate regarding the Affiliate Program, including the Affiliate Tracking Software;

Affiliate Program

the affiliate marketing program operated by DDL in relation to the Sites;

Affiliate Remuneration:

the remuneration to be paid to Affiliate by DDL, based on either: (i) Revenue Reward; (ii) CPA; (iii) a combination of Revenue Reward and CPA; or (iv) as otherwise agreed in writing between the Parties in an Insertion Order;

Affiliate Tracking URL

a unique tracking URL created for and provided to the Affiliate by DDL;

Affiliate Tracking Software

third party software that provides the Affiliate with traffic links, banners, reporting capabilities and the Media Library;

Applicable Regulations

means: (i) any requirement of any laws applicable to either Party or to the existence of these terms and conditions (including Consumer Protection Legislation and Data Protection Legislation): (ii) any present or future applicable code of practice (whether voluntary or binding) or adjudication of the UK Committee of Advertising Practice or the UK Advertising Standards Authority; (iii) any present or future applicable rules, regulations, codes of practice or guidance issued by the Gambling Commission, including the LCCP; and (iv) any other rules, directions, laws, statutes, regulations, technical standards which are applicable to DDL, in each case as amended from time to time;

Approved

has the meaning given to it in clause 2.1 and “Approval” shall be construed accordingly;

Approved Content

the Affiliate Tracking URL; Banners and Text Links; Trade Marks, logos and any other content including without limitation video banners, widgets & landing pages made available by DDL to Affiliate via the Affiliate Platform;

Banners and Text Links

the graphical artwork or text that directs traffic to Sites, through the Affiliate Tracking URL, to permit a Referred Customer to hyperlink to a Site;

Big Winner

has the meaning given in clause 8.4;

Cashback

has the meaning given in clause 5.12;

Chargeback

any situation where a payment transaction by a Referred Customer on the Site is reversed, revoked, refunded, incomplete or for which a credit is otherwise given by DDL;

Confidential Information

any confidential information concerning the business, affairs, technology, know how, clients or suppliers of DDL, DDL Customers and any other information that DDL expressly or impliedly informs the Affiliate is of a confidential nature;

Consumer Protection Legislation

all applicable consumer protection legislation in force from time to time in the Territory including, (without limitation), the Consumer Rights Act 2015 and the Consumer Protection from Unfair Trading Regulations 2008, each as amended from time to time;

CPA

a fixed payment to be paid to the Affiliate in respect of a Referred Customer, subject to any Play Cap (details of any such fixed payments and Play Cap will be set out in an Insertion Order);

Customer Fraud

an actual or attempted act by a Referred Customer which is reasonably deemed by DDL to be: (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud DDL and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes DDL any damage or harm. Customer Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions; violation of money-laundering or other laws and regulations; use of stolen bank account or payment card details;

Data Protection Legislation

all applicable data protection and privacy legislation in force from time to time in the Territory, including without limitation: the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; the General Data Protection Regulation ((EU) 2016/679), the UK GDPR (as defined in the Data Protection Act 2018); the Data Protection Act 2018 (and regulations made thereunder) (in each case, to the extent applicable); and the guidance and codes of practice issued by data protection authorities;

Deposits

the successful transfer of funds by Referred Customers to their customer accounts via the Sites;

DDL Customers

all existing customers of DDL including but not limited to consumers that have registered to use the Sites but which have not yet Deposited;

DDL IPR

all IPRs owned or controlled by DDL and its licensors, including (but not limited to) in the Approved Content and Sites, and in DDL’s pre-existing software, sites, brands, materials, technology, know-how, processes and procedures, general concepts, ideas, methodologies, processes, techniques and algorithms;

Excluded Territories

all territories outside Great Britain;

Fraud

includes any type of fraudulent act including without limitation Affiliate Fraud and Customer Fraud;

Gambling Commission

the Gambling Commission of Great Britain, the regulator of commercial gambling in Great Britain whose website is at http://www.gamblingcommission.gov.uk;

Gambling Taxes

any tax, duty or levy, including VAT or equivalent, payable by DDL to any authority in any jurisdiction whether charged on turnover, gross profits and/or any other profit calculation;

Insertion Order

the document signed by DDL and the Affiliate confirming the Affiliate’s details, commercial deal and term of this Agreement;

IPR

patents, utility models, rights to inventions, copyright and neighbouring and related rights, Trade Marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off and unfair competition, rights in designs, database rights, rights to use, design rights, moral rights and protect the confidentiality of, Confidential Information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

LCCP

the licence conditions and codes of practice, as issued and updated from time to time by the Gambling Commission;

Licensing Objectives

the licensing objectives set out in Section 1 of the UK Gambling Act 2005 and any superseding legislation, being: (i) preventing gambling from being a source of crime and/or disorder, being associated with crime or disorder and/or being used to support crime; (ii) ensuring that gambling is conducted in a fair and open way; and (iii) protecting children and other vulnerable persons from being harmed and/or exploited by gambling;

Media Library

the asset repository containing a range of approved marketing collateral (e.g. banners, videos, landing pages and logos etc) for the Affiliate to use;

Min Deposit Requirement

has to the meaning given to it in the Insertion Order;

Min Wagering Requirement

has to the meaning given to it in the Insertion Order;

Net Gaming Revenue

the gross revenue actually received by DDL from a Referred Customer less the sum of: (i) any bonuses paid to the Referred Customer by DDL (taking into account any adjustments to the same); (ii) any winnings paid to the Referred Customer by DDL; (iii) Chargebacks; (iv) any card (or other payment) processing fees paid or payable by DDL in respect of such gross revenue (or a portion thereof); (v) Gambling Taxes paid or payable by DDL in respect of such gross revenue (or a portion thereof); (vi) game provider commission payable to a third party by DDL in respect of such gross revenue (or a portion thereof); and (vii) any other revenue returns, credits, compensations or refunds given to Referred Customers by DDL in the relevant period;

Play Cap

has to the meaning given to it in the Insertion Order;

Referred Customers

the consumers that the Affiliate directs to the Sites using Approved Content, that Deposit funds with DDL and use those funds to play games on the Sites, subject in each case, to the Referred Customer achieving the Min Deposit Requirement and the Min Wagering Requirement; and which are not existing DDL Customers;

Revenue Reward

a percentage of Net Gaming Revenue that is payable to the Affiliate in consideration of it directing Referred Customers to the Sites as set out in the Insertion Order;

Sites

Slotstemple.com and any other gambling websites which the Affiliate advertises on behalf of DDL in accordance with this Agreement from time to time;

Term

the period during which this Agreement is in force, as specified in the Insertion Order;

Territory

Great Britain

Trade mark

any logo, trade mark, trade name, design, domain name, insignias or similar identifying material that are owned by, and/or licensed to DDL or any of its group companies, or otherwise used on any of the Sites.

2 APPOINTMENT AND PROPRIETARY RIGHTS

Appointment

2.1 The Parties hereby agree that this Agreement will become binding on each of them at the point Affiliate is approved in writing by DDL to be a participant in the Affiliate Program (“Approved”).

Statutory Requirements

2.2 The Affiliate acknowledges that DDL is:

a. licensed by the Gambling Commission, and accordingly is bound by the LCCP whose aim is to fulfil the Licensing Objectives; and

b. subject to the requirements of the Applicable Regulations.

2.3 By joining the Affiliate Program, the Affiliate hereby agrees, warrants and represents that it will, at all times:

a. conduct itself, when performing its obligations under this Agreement, as if the Affiliate is itself bound by the Licensing Objectives, the LCCP and any other Applicable Regulations and/or codes of practice that apply to DDL from time to time;

b. comply with all Applicable Regulations in the jurisdiction in which it operates and any other jurisdiction to which it directs or makes available the Approved Content;

c. comply with any reasonable instructions issued by or any policy which DDL may introduce from time to time;

d. not engage in any activity or activities, or be involved in any relationship, which could jeopardise DDL’s (i) business and/or (ii) compliance with Applicable Regulations or any licence, permission, permit, authorisation and/or consent on which DDL relies for the purposes of conducting its business in any jurisdiction; and

e. provide promptly, on request by DDL, such information to DDL as DDL may require in order to enable it to comply with any Applicable Regulations (including any applicable information reporting obligations).

3 LICENCE TO USE THE APPROVED CONTENT

3.1 Once the Affiliate has been Approved, DDL grants (subject to the Affiliate’s compliance with this Agreement) to the Affiliate a non-exclusive, revocable, non-transferable licence (the “Licence”) during the Term to use: (i) the Affiliate Tracking Software; and (ii) any of the Approved Content, throughout the Territory and in accordance with this Agreement. The Licence will terminate automatically upon the termination of this Agreement for any reason.

For the avoidance of doubt:

a. the Affiliate is not permitted to alter, modify or change the Affiliate Tracking Software or any of the Approved Content in any way whatsoever;

b. nothing in this Agreement shall be deemed to confer upon the Affiliate any right to direct potential customers to the Sites via any advertisements, materials, means or content which are not Approved Content;

c. the Affiliate agrees and undertakes that it shall not attempt to direct any potential customers to the Sites otherwise than via the Approved Content (save where the Affiliate has been granted a general written approval to do so and subject, always, to the Affiliate’s compliance with the terms of this Agreement); and

d. the Affiliate shall not, without receiving DDL’s prior written consent (which shall only ever be given subject to the Affiliate’s compliance with the terms and conditions of this Agreement) be permitted to use the Approved Content, or any other material which promotes the Sites, on any website or application other than the Affiliate’s own websites or applications (such prohibition shall extend, for the avoidance of doubt, to social media websites or applications).

3.2 The Affiliate acknowledges and agrees that: (i) as between the Affiliate and DDL, DDL is the sole and exclusive owner of the DDL IPR; (ii) DDL is entitled to use the same in any way or manner at its sole discretion; and (iii) the Affiliate has no rights in and to the DDL IPR other than as expressly provided for in this Agreement. To the extent that any of the DDL IPR vests in the Affiliate by operation of law or otherwise, the Affiliate hereby assigns, by way of a present assignment of future rights and with full title guarantee, the DDL IPR to DDL.

3.3 The Affiliate shall (i) immediately cease to use all DDL IPR upon being notified to do so by DDL (either by electronic or written notification) or on any termination of this Agreement and (ii) immediately upon the request by DDL delete, destroy and/or return to DDL (at DDL’s sole option) all DDL IPR in its possession at the relevant time.

Commercial Use Only

3.4 The Licence granted to Affiliate, and the right to receive Affiliate Remuneration is in respect of genuine commercial use only. The Affiliate may not (and shall ensure that its family members, friends or associates do not) make Deposits, directly or indirectly, via any Affiliate Tracking URL or links contained within the Approved Content.

4 PROMOTION AND LINK TO SITES

4.1 By joining the Affiliate Program, the Affiliate agrees to use its best endeavours to market, promote and refer potential customers to the Sites, by displaying and sharing Approved Content (the “Affiliate Activities”).

4.2 In carrying out the Affiliate Activities, the Affiliate shall:

a. co-operate with DDL in all matters relating to the Affiliate Activities, and comply with all instructions of DDL;

b. perform the Affiliate Activities with the best care, skill and diligence in accordance with best practice in the Affiliate's industry, profession or trade;

c. obtain and at all times maintain all licences and consents which may be required for the provision of the Affiliate Activities;

d. comply with all Applicable Regulations which may apply from time to time to the provision of the Affiliate Activities;

e. not do or omit to do anything which may cause DDL to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business;

f. comply with its additional obligations as set out in this Agreement.

4.3 As between DDL and the Affiliate, the Affiliate will be solely liable for the content and manner of its marketing and promotional activities and for ensuring that such content and manner of marketing complies at all times with this Agreement and all Applicable Regulations.

4.4 In the event that DDL (or any member of its group) amends any Affiliate Tracking URL or any other URL embedded within any Approved Content (“New Content”), it shall notify the Affiliate via email, the Affiliate Tracking Software or such other means as it deems appropriate (acting reasonably). The Affiliate shall immediately upon such notification: (i) remove any previous and/or outdated content from its site; and (ii) ensure, following such notification, it uses only the New Content.

5 THE AFFILIATE’S RIGHTS AND OBLIGATIONS

Significant terms & conditions

5.1 The Affiliate must ensure at all times that all significant terms & conditions relating to Approved Content (including Approved Content which relates to an advertisement, incentive or reward scheme under which a consumer is offered money, goods or any other advantage), as notified to it by DDL, are: (i) prominently displayed on the applicable Approved Content itself and (ii) are displayed in a clear, legible and transparent manner. All other terms & conditions relating to the Approved Content must be at most, one click away from the Approved Content - or technological equivalent to “one click” in non-browser based platforms and technologies such as mobile phone applications.

5.2 The Affiliate shall ensure that all marketing, advertising and promotions targeted at potential customers in the Territory:

g. includes any logos required by the “Gambling Industry Code for Socially Responsible Advertising” such as the “18+” and “BeGambleAware” logos (such “BeGambleAware” logo to include a link to https://www.begambleaware.org);

h. includes the significant terms & conditions and a link to full terms & conditions as set out in clause 5.1;

i. includes such other wording as may be required by DDL from time to time;

j. does not advertise content or links that imply that gambling will change a customer’s life for the better or that gambling is a source of earning money quickly;

k. does not advertise content or links for the Sites that target customers who have previously self-excluded either with DDL or on GAMSTOP by using terms such as “not blocked by GAMSTOP”, “for self-excluded persons”, “non GAMSTOP” etc. which would entice such vulnerable customers who have previously self-excluded to commence gambling again;

l. does not advertise or display content or links in such a way that may create an urgency amongst customers by using terms such as “bet now”, “urgent”, “limited time offer”, “hurry” etc. urging customers to quickly act on an ad that directs them to the Sites; and

m. is obviously identifiable as an advertisement and clearly marked as “#ad”.

Use of Approved Content

5.3 The Affiliate shall use only the Approved Content to promote or direct potential customers to the Sites and shall ensure that each promotion, challenge or similar which it makes available (via Banners and Text Links or otherwise) are exclusively those which have been created by DDL (unless the Affiliate has received DDL’s prior written consent, on a one-off basis, to create its own promotion, challenge or similar).

5.4 The Affiliate shall not, without the prior written consent of DDL (such consent to be given or withheld in DDL’s sole discretion) alter the appearance, design, layout, graphics or content of the Approved Content or take any step that will or may have the effect of: (i) altering or removing any promotional terms and conditions included by DDL in or on any Approved Content; or (ii) affecting the means by which a potential customer may access promotional terms and conditions from the Approved Content (including but not limited to any action which would prevent any promotional terms and conditions from being accessible within a single 'click' of the Approved Content - or technological equivalent to “one click” in non-browser based platforms and technologies such as mobile phone applications).

Age Limitation

5.5 The Affiliate warrants and represents that it is (and that all its staff that are engaged in the Affiliate Activities are) aged over eighteen (18) years of age.

5.6 The Affiliate will not, nor will it allow, assist or encourage others to, market and/or promote the Affiliate Program, or otherwise use any Approved Content or any site, directly or indirectly, that is aimed at or may strongly appeal to persons that are younger than eighteen (18) years of age.

5.7 Without prejudice to the generality of clause 5.6, the Affiliate will ensure that advertisements, incentives, promotions or any other materials (of whatever nature) which it makes available do not: (i) include any individual or content which strongly appeals to individuals who are under eighteen (18) years of age (especially by reflecting or being associated with youth culture) as further described in the strong appeal guidance issued by the Committee of Advertising Practice from time to time; or (ii) include imagery of anyone who is, or who appears to be, under twenty-five (25) years of age.

Excluded Territories

5.8 Under no circumstances shall the Affiliate:

a. market or promote any of the Sites; or share or publish any Approved Content, within or to persons from any Excluded Territories; or

b. allow, assist or encourage circumvention of any restriction put in place by DDL and/or any of the Sites in order to prevent access to any content on the Sites within an Excluded Territory.

Affiliate’s Behaviour

5.9 The Affiliate will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly:

a. any act that involves Fraud;

b. any direct marketing of the Sites to potential customers;

c. any act that alters, affects, redirects or in any way interferes with the operation or accessibility of the Sites or any page thereof;

c. any act that results, or could result, in the interception or redirection (including via user-installed software) of traffic from or on any online website or other place that are operated by other persons that participate in our Affiliate Program; and

d. any activity that in DDL’s reasonable opinion is unsuitable, fraudulent, erroneous, misrepresentative or inappropriate.

5.10 The Affiliate will at all times refrain from, immediately stop and not allow any act or traffic that involves Fraud or that it believes or should reasonably believe to potentially involve Fraud, or any act or traffic that DDL informs the Affiliate is suspected by it, at its discretion, to involve or potentially involve Fraud.

5.11 In the event that DDL reasonably suspects Affiliate Fraud (or Customer Fraud that relates in any way to the Affiliate) it reserves the right to place restrictions on the Affiliate’s account, including but not limited to suspending the Affiliate’s account and retaining all sums within the account as well as commencing a full investigation (with which the Affiliate hereby agrees to fully comply and co-operate). The Affiliate hereby gives DDL its authorisation to inform the appropriate authorities or third parties of such an incident and only once DDL is satisfied that the matter is resolved (to DDL’s sole satisfaction) shall it remove any restrictions on the Affiliate’s account.

No Rake-Backs / Cashback

5.12 DDL does not allow any form of rake-backs / Cashback. The Affiliate will not offer any rake-back or so-called rake-back schemes whatsoever, or any similar schemes that offer or allow a portion of a customer’s rake to be returned to the customer in any form. The Affiliate must not advertise or be engaged with any site that offers rake-backs or similar schemes (“Cashback”). DDL reserves the right to withhold any amounts due to the Affiliate if it believes the Affiliate was involved in any Cashback or rake-back schemes or similar activity.

Sole responsibility for the Affiliate’s websites

5.13 The Affiliate will be solely responsible for the operation and content of its websites, and shall ensure that materials and content posted on its websites or, under its instructions or control, any third party site (including but not limited to any of the search terms and/or key words linked to such content): (i) are not libellous, obscene, sexually explicit, violent or illegal; (ii) do not provide unauthorised access to copyrighted content; (iii) do not otherwise actually or potentially infringe any rights of DDL or any other third party; (iv) are original and owned by or licensed to the Affiliate, and that the ‘look and feel’ of the Affiliate’s website does not resemble any of the Sites (v) match against (and are not linked to by) any potentially harmful search terms including but not limited to those likely to be used by persons attempting to stop or reduce their gambling (for example ‘gambling exclusion’ ‘block gambling account’ ‘stop gambling’) and (vi) are not otherwise deemed, at DDL’s sole discretion, unsuitable or not to comply with Applicable Regulations.

5.14 The Affiliate will promptly remove (or procure the removal of) the content described at clause 5.13 upon DDL notifying the Affiliate that it requires the Affiliate to do so. If Affiliate is unable or unwilling to remove such content, then DDL may terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate.

Intellectual Property Rights (IPR)

5.15 The Affiliate shall not contest the validity, enforceability or ownership of the DDL IPR, the Affiliate Program or any of the Sites in any way, including (without limitation) in any action or proceeding of whatever nature, and shall not take any action that may prejudice DDL, the DDL IPR, the Affiliate Program or any of the Sites, or diminish DDL’s (or any of its group companies’) goodwill and/or reputation.

5.16 The Affiliate shall not register or attempt to register any logo, Trade Mark, trade name, insignia, design, domain name or social media account that: (i) contains any element of DDL IPR, or (ii) is confusingly similar to any DDL IPR. In the event that the Affiliate registers any asset in breach of this clause 5.16, it will, on demand by DDL, immediately cease its use of any such logo, Trade Mark, trade name, insignia, design, domain name or social media account and immediately transfer the same, at its own cost and expense, to DDL (or to a third party nominated by DDL).

5.17 The Affiliate shall not place, purchase or register ‘pre-click’ bids, keywords, search terms or any other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical to, similar to or otherwise resemble any DDL IPR. This includes any words containing, or derived from, such DDL IPR and any typo errors or phonetics of the same. In addition, the Affiliate undertakes to ensure that any search engine results which advertise the Affiliate’s websites or applications upon which the Approved Consent is placed: (i) include “18+” and “begambleaware.org” on the first or second description level of the result; (ii) are subject to age restriction functions which are made available by the relevant search engine provider (and, in particular, the search engine results must not appear to any persons who have been identified by the search engine provider as being under 25 years of age or whose age has not been identified by the search engine provider) and (iii) must not advertise the Sites via any keyword which appears on the UK Industry Keyword Black List (the “Negative Keywords List”) published by the Betting and Gaming Council which shall be made available to the Affiliate by DDL from time to time (e.g. during the Affiliate’s onboarding process, via email/skype communication from DDL). The Affiliate agrees and acknowledges that the contents of the Negative Keywords List constitute Confidential Information for the purposes of this Agreement.

Publicity

5.18 The Affiliate will not make any claims, representations or warranties in connection with DDL or any of its Sites. The Affiliate is not authorised to make any commitment or assume any liability or obligation on DDL’s behalf or on behalf of any of the Sites.

PIPCU

5.19 The Affiliate undertakes to contact the Police Intellectual Property Crime Unit (“PIPCU”) at [email protected] and access the PPCU's Infringing Website List (the "List"). When marketing or promoting the Sites to any person or entity located in the United Kingdom, the Affiliate must not market or promote the Sites on any website, software, application or portal which appears on the List (as may be amended from time to time) and undertakes to check the List on a continuous basis in order to ensure that it is in strict compliance with such requirement.

5.20 The Affiliate acknowledges and agrees that, in the event that the Affiliate is found to be in breach of any of clauses 5.1 to 5.19 above, DDL reserves the right to suspend the Affiliate’s account and/or withhold payment of all monies due to the Affiliate until it is satisfied that the matter is resolved and that the Affiliate is no longer in breach of any such clause.

6 VERIFICATION AND SUPPORTING DOCUMENTATION

Verification

6.1 In accordance with DDL’s policies of:

a. prohibiting and actively preventing money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities;

b. complying with sanctions/legislation;

c. managing the risk of services being (or otherwise preventing services from being) offered to “Politically Exposed Persons”; and

d. knowing who its customers, suppliers and partners are in accordance with Applicable Regulations,

DDL will thoroughly verify the Affiliate’s and (if applicable) its employees: age, identity, carry out checks and request documentation and/or other materials from the Affiliate from time to time (and the Affiliate agrees to promptly provide any and all documentation and/or other materials requested by DDL for such purposes). DDL will also carry out checks to ensure neither the Affiliate nor any of its employees are politically exposed persons or subject to sanctions in Great Britain. Such verification may be undertaken via information provided by the Affiliate and/or by obtaining information from public sources and data.

6.2 Should DDL be unable, at any time, to adequately satisfy itself of the Affiliate’s or any of its employees’ age, identity or other relevant information, DDL may: (i) (where the Affiliate has not yet been Approved) withhold its Approval of the Affiliate; (ii) (where the Affiliate has been Approved) revoke the Approval of the Affiliate; or (iii) where the Agreement has come into force, terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate. In any such eventuality, DDL shall not be obliged to provide the Affiliate with any information as regards the reasons for such failure to identify the Affiliate.

6.3 The Affiliate agrees that DDL may use any personal information provided by the Affiliate for the purposes of verifying its identity in accordance with this clause 6.

Supporting Documentation

6.4 The Affiliate agrees to promptly provide DDL with any supporting documents requested by DDL from time to time to assist DDL to carry out its verification checks on the Affiliate. DDL has the right to delay and/or withhold payments if requested supporting documents have, at any time, not been received by DDL. Supporting documents requested by DDL may include but may not be limited to originals and/or copies of any of the following (or any other) documents:

a. For individuals: valid passport; valid driving licence; recent utility bill; letter of reference from the Affiliate’s bank; copies of recent bank statements.

b. For a company: certificate of incorporation; articles of association (or equivalent document); certificate of good standing; powers of attorney; information and evidence regarding the identity of the beneficial owner(s) of the company and the identity of the director(s) of the company.

7 RIGHTS AND OBLIGATIONS OF DIGITAL DIVISION LTD

Registering and Tracking Customers

7.1 DDL will be responsible for tracking the activity of Referred Customers and will calculate the Affiliate Remuneration payable to the Affiliate accordingly.

7.2 DDL reserves the right, at its sole discretion, to refuse to provide services to Referred Customers or to close the accounts of Referred Customers in its sole discretion at any time.

7.3 Payments. DDL will pay the Affiliate Remuneration in accordance with clause 8.

7.4 Reports. DDL will provide the Affiliate with remote online access to reports regarding the activity of Referred Customers on the Sites and the Affiliate Remuneration generated by such Referred Customers (if applicable). The form, content and frequency of the reports will be determined at DDL’s sole discretion (and shall be subject to change at DDL’s discretion without prior notice).

8 AFFILIATE REMUNERATION

8.1 The mechanism for calculating the Affiliate Remuneration will be agreed in writing between the Parties (via a signed Insertion Order).

8.2 Negative Carryover: For the avoidance of doubt and unless otherwise agreed in writing in an Insertion Order, if in any calendar month, the total Affiliate Remuneration amounts to a negative sum, then such negative sum will be set-off against future payments due to the Affiliate until the negative balance is set-off in full.

8.3 No Ring-Fencing: For the avoidance of doubt and unless otherwise agreed in writing in an Insertion Order, where the Affiliate Remuneration to which the Affiliate is entitled in any given calendar month consists of a combination of (i) CPA; and (ii) Revenue Reward, and the Revenue Reward is a negative sum, the total Affiliate Remuneration payable in such calendar month will be the sum of the CPAs, less the applicable negative Revenue Reward relating to such calendar month.

8.4 Big Winners: If, in any calendar month, a Referred Customer generates negative Net Gaming Revenue of £10,000 or more, the Referred Customer will be deemed a ‘Big Winner’ and irrespective of any conflicting term in this Agreement or in an Insertion Order, the negative Net Gaming Revenue in respect of that Big Winner will be set-off against future payments due to the Affiliate until the negative balance is set-off in full. Without prejudice to the foregoing but for the avoidance of any doubt, negative Net Gaming Revenue generated by a Big Winner;

a. will be reduced by positive Affiliate Remuneration generated in respect of the Big Winner and by other Referred Customers in the current and future calendar months; and

b. will be increased in the event that in a future calendar month, the Big Winner again generates negative Net Gaming Revenue of £10,000 or more in the relevant calendar month, in which case this clause 8.4 would apply in respect of that negative Net Gaming Revenue as well as any prior negative balance in respect of that Big Winner.

Dormant / inactive accounts

8.5 At any time where three (3) calendar months have passed without the Affiliate directing at least one (1) customer to the Sites, DDL shall be entitled upon written notice, in its sole discretion to: (i) suspend the Affiliate’s account; and/or (ii) reduce the rate of the Affiliate Remuneration. Such reduction may be notified to the Affiliate in writing, or published within the Affiliate Platform.

8.6 If sums are not withdrawn from the Affiliate’s account (for example, because the Affiliate has failed to supply documentation requested of it by DDL or the Affiliate’s bank account details are not correct) or the Affiliate’s account is otherwise inactive (such inactivity being where the Affiliate does not log into their account) for a period of at least six (6) months, the account will be deemed an “Inactive Account”. DDL may notify the Affiliate that its account is an Inactive Account and that the Inactive Account Fee will be deducted, pursuant to clause 8.7 below, if the Affiliate does not reactivate its account in accordance with the timeframe set out in such clause and in accordance with DDL’s instructions (“Inactive Account Notice”).

8.7 In the event an Inactive Account Notice is sent to the Affiliate, DDL shall be entitled to retain fifty percent (50%) of the total balance remaining in the Inactive Account (“Inactive Account Fee”) after fourteen (14) days have elapsed from the date of such Inactive Account Notice if the Affiliate does not log into the account within such period. Should the Affiliate subsequently continue to fail to log into their account in accordance with DDL’s instructions, DDL shall be entitled, upon expiry of forty-five (45) days from the date of the Inactive Account Notice, to retain the remainder of the balance on such Inactive Account without further notice to the Affiliate. Following such retention, the Affiliate’s account will be closed and this Agreement will terminate.

Payment Procedure

8.8 The Affiliate shall ensure that the payment and/or bank account details that it provides to DDL in the Insertion Order and updates from time to time are accurate and complete. Affiliate shall promptly update its account details by notice in writing to DDL in the event that its payment or contact information changes.

8.9 Within five (5) working days of the start of every calendar month, DDL will make available to the Affiliate, in its account, a statement detailing the Affiliate Remuneration falling due to the Affiliate in respect of the previous calendar month (the “Statement”). All calculations in connection with the Statement (and the corresponding Affiliate Remuneration) will be made by DDL (based on its systems, data and records) and such calculations will, in the absence of manifest error, be final and binding upon the Parties.

8.10 As part of its monthly payments process, DDL will carry out a data reconciliation process to ensure data accuracy and correct billing for the previous month. This process may include (without limitation): (a) the detection of Fraud (and any payments connected to Fraud shall be excluded from the Affiliate’s Remuneration) and (b) failed transactions attributed to the Affiliate’s account.

Payment to Affiliate / Minimum Thresholds

8.11 Monthly Minimum: DDL will pay the Affiliate Remuneration in accordance with each Statement within thirty (30) days of end of the calendar month to which the Statement relates. Payment shall be made in Pounds Sterling to the latest bank account provided to DDL by the Affiliate, provided that the total amount payable to the Affiliate is:

a. at least £50 (fifty pounds sterling) and/or

b. if lower, the monthly minimum amount agreed between DDL and the Affiliate in the Insertion Order

8.12 If the Monthly Minimum is not achieved by the Affiliate in a particular calendar month, DDL will be entitled to withhold payment and carry any positive amount due to the Affiliate forward to the next calendar month (and so on) until the Monthly Minimum is achieved.

8.13 DDL will transfer funds only to the designated bank account / payment method detailed on the Affiliate’s application form (or any other bank account/payment method which is subsequently notified to and approved by DDL). It is the Affiliate’s responsibility to ensure that such designated bank account is not restricted from receiving funds from DDL.

Taxes and charges

8.14 The Affiliate is fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to it by DDL under this Agreement, including (but to limited to) sums relating to the Affiliate Remuneration. The Affiliate hereby indemnifies and agrees to immediately reimburse DDL for any costs, expenses or losses that may be caused to, or suffered by, DDL as a result of any claim or demand made by any governmental or other authority with regard to withholding tax obligations or similar obligations to which DDL may be subject in connection with its relationship with (or as a consequence of making payments to) the Affiliate. DDL will be entitled to withhold or set-off any such amounts from any future payments that it is due to make to the Affiliate.

8.15 In the event that, for whatever reason (including but not limited to circumstances in which incorrect details are provided to DDL by the Affiliate), DDL is charged by either its own, or the Affiliate’s bank for paying, or attempting to pay the Affiliate Remuneration (“Bank Charges”), Affiliate hereby indemnifies DDL in respect of any and all sums which are paid or payable by DDL in respect of such Bank Charges. DDL shall be entitled to set-off Bank Charges against future Affiliate Remuneration owing to the Affiliate and/or may demand immediate repayment of such Bank Charges from the Affiliate.

General right to withhold and set-off amounts

8.16 DDL shall be entitled to withhold any amounts due and payable to the Affiliate under this Agreement, including (without limitation) if DDL, in its sole discretion, considers:

a. that any Affiliate Fraud has taken place by, or in relation to, the Affiliate;

b. that any Affiliate Fraud is being contemplated by the Affiliate; and

c. that any Customer Fraud has taken place.

8.17 DDL shall have the right to set-off any amounts due to it by the Affiliate from payments to the Affiliate including but not limited to the Affiliate Remuneration. Further, DDL shall be entitled to set-off from future amounts payable to the Affiliate, any Affiliate Remuneration already received by the Affiliate which DDL subsequently determines in its sole discretion have been generated by Fraud.

9 CONFIDENTIALITY

9.1 During the Affiliate’s participation in the Affiliate Program, DDL may disclose to the Affiliate or the Affiliate might otherwise obtain certain Confidential Information which is either marked as or by its nature is confidential and/or is proprietary to DDL.

9.2 The Affiliate shall keep all such Confidential Information in strict confidence and not use any part of it, directly or indirectly, for any purpose other than in the performance of its obligations under this Agreement.

9.3 Confidential Information shall not include any information that is generally known or available to the public (other than as a consequence of a breach of this Agreement), or information required to be disclosed by applicable law (in which case the Affiliate will give DDL notice of such requirement prior to its disclosure).

10 TERM AND TERMINATION

10.1 This Agreement will come into force when the Affiliate’s application is Approved and shall continue in force until the expiry of the Term, unless and until either the Affiliate or DDL notifies the other in writing (via email shall suffice) that it wishes to terminate this Agreement in accordance with this clause 10, in which circumstances this Agreement will terminate with immediate effect.

10.2 Notwithstanding the provisions of clause 10.1 above, and in addition to its other termination rights set out in this Agreement, DDL may immediately terminate this Agreement by providing notice in writing to the Affiliate (for which email shall suffice), if it determines, in its sole discretion:

a. that the Affiliate is engaged in, or is suspected of being engaged in, Affiliate Fraud;

b. that any Referred Customers (which were introduced to DDL by, or are connected to, the Affiliate) are engaged in, or are suspected of being engaged in, Customer Fraud;

d. that it has not been provided with documentary or other evidence (in each case to DDL’s satisfaction) by the Affiliate regarding its identity and/or suitability to perform its obligations under this Agreement;

c. that the Affiliate, or any of the Affiliate’s activities, pose(s) a risk to the integrity of the Affiliate Program;

e. that the Affiliate’s website strongly appeals to, is targeted at, or otherwise permits access to, people younger than the age of eighteen (18);

d. that the Affiliate’s website is aimed at customers in, or can otherwise be accessed from, any of the Excluded Territories;

f. that the Affiliate’s website: (i) promotes discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation or age, (ii) includes content which is libellous, obscene, sexually explicit or violent, (iii) promotes any unlawful activities or (iv) is otherwise deemed unsuitable or inappropriate by DDL;

e. that the Affiliate or the Affiliate’s website violates any DDL IPR or the intellectual property rights of any third party;

g. that the Affiliate or the Affiliate’s website is in breach of any Applicable Regulations or that DDL’s affiliation with, or connection to, such site (or the Affiliate) would be likely to cause DDL to be in breach any Applicable Regulations;

f. that a change in Applicable Regulations (which has occurred or which is due to occur) would result in: (i) this Agreement becoming, or being likely to become, unlawful, illegal or unenforceable and/or (ii) it being likely that DDL would cease to receive the commercial benefit from this Agreement which it had anticipated to receive at the date on which this Agreement became effective;

h. that the Affiliate’s activity is deemed by DDL to prejudice DDL’s compliance with any Applicable Regulations;

g. that the Affiliate has not complied with its data protection obligations under clause 19 below; or

i. that the Affiliate has otherwise breached this Agreementor has otherwise acted in a manner which is inconsistent with the Licensing Objectives, including (without limitation) any circumstances where DDL deems that the Affiliate has, in its discretion, breached Applicable Regulations.

Consequences of Termination

10.3 Upon expiry of the Term or otherwise from the effective date of termination of this Agreement for any reason, all rights and licences granted to the Affiliate in this Agreement shall immediately terminate. Further, the Affiliate must immediately:

a. remove any and all of Approved Content from its website/s;

b. disable any links from its website/s to the Sites;

c. comply with any instructions of DDL with respect to the return, destruction or deletion of any materials which have been provided, or made available, to it by DDL; and

d. cease any activity which promotes, creates and/or implies an association between the Affiliate (on the one hand) and DDL or the Sites (on the other hand).

10.4 DDL may withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from the Affiliate to DDL as at the expiry of the Term or otherwise from the effective date of termination.

10.5 Any continued access and use by Referred Customers of any of the Sites following the expiry of the Term or the effective date of termination shall not constitute a continuation or renewal of the Term or this Agreement or a waiver of any prior termination or termination notice.

10.6 No additional Affiliate Remuneration will accrue after the expiry of the Term or otherwise from the effective date of termination in relation to the activities of Referred Customers on the Sites.

10.7 Neither (i) the expiry of the Term nor (ii) the termination of this Agreement (howsoever occurring), shall prejudice any rights, remedies, obligations or liabilities of the parties that have accrued prior to such date.

11 THE AFFILIATE’S REPRESENTATIONS AND WARRANTIES

Without derogating from, and in addition to, any of the Affiliate’s other representations, warranties, covenants and obligations set out in this Agreement, the Affiliate hereby represents and warrants to DDL that:

a. the execution, delivery and performance by the Affiliate of this Agreement and the completion by the Affiliate of the transactions contemplated hereby will not conflict with or violate any Applicable Regulations or other law, rule, regulation or agreement to which the Affiliate is subject;

b. the Affiliate is not, nor are any employees of the Affiliate involved in the provision of the Affiliate Activities, under the age of eighteen (18);

c. the Affiliate is not involved in or does not intend to be involved in or is not aware of any act or traffic that involves the Affiliate’s website and that constitutes or can be reasonably expected to constitute fraud or illegal activity under any Applicable Regulations (including but not limited to those relating to money laundering);

d. the Affiliate will not nor will any of the Affiliates websites infringe (i) the DDL IPR; or (ii) the intellectual property rights of any third party;

c. it does not consider DDL’s services to be offensive, objectionable, improper or unfair in any way;

d. it shall not market or promote the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggests or applies peer pressure to gamble or that abstention from gambling is disparaging (iv) suggests that gambling is a “rite of passage"; or (v) suggests that gambling can resolve financial problems or make people appear more attractive;

e. it is receiving the benefit of this Agreement as a business and not as a consumer (and, in receiving the benefit of this Agreement, it will not hold itself out as a consumer in any respect); and

f. it shall ensure that the Approved Content (and any other content relating to DDL, the Sites or DDL’s brands) does not appear alongside, or on the same website page or application page as, the content of any gambling operators who do business in or from Great Britain without holding an appropriate operating licence.

12 INDEMNITY

Without limiting any of DDL’s rights and remedies hereunder or under any Applicable Regulations, the Affiliate hereby agrees to defend and hold DDL and its shareholders, directors, officers, employees, agents and other representatives harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) resulting from, arising out of, or in any way connected with:

a. any breach by the Affiliate of any warranty, representation or other term set out in this Agreement;

b. the performance of the Affiliate’s duties and obligations under this Agreement;

c. any breach by the Affiliate of any Applicable Regulations;

d. any action or omission by or of Affiliate that causes DDL to be in breach of any Applicable Regulations;

c. any claim or demand by a third party relating to the development, operation, maintenance or content of the Affiliate’s website (including the content on it, its domain name, any metatag or any ad word or other search engine optimisation tool connected to it); and

d. any and all payments that DDL is required to make to any of the Affiliate’s employees in the event that any judgment is imposed on DDL stating that an employer-employee relationship existed between DDL and such Affiliate employee.

13 LEGALITY OF USE

13.1 The Affiliate accepts sole responsibility for determining whether its participation in the Affiliate Program is compliant with Applicable Regulations. The Affiliate understands and hereby acknowledges that DDL does not provide any guarantee, recommendation or assurance regarding such compliance.

13.2 The Affiliate acknowledges that it should obtain independent legal advice in respect of its participation in the Affiliate Program, and that, if the Affiliate has any doubts or concerns regarding its participation or the receipt of any payments from DDL, the Affiliate should not participate in the Affiliate Program.

14 NO WARRANTIES BY DDL

14.1 Except as expressly set forth in this Agreement, DDL does not make any express or implied warranties or representations with respect to the Affiliate Program or in respect of any arrangements contemplated by this Agreement (including but not limited to with respect to the functionality, fitness for any particular purpose, suitability, merchantability, legality or non-infringement of the Approved Content).

14.2 In addition, DDL does not make any representation that the operation of the Sites will be uninterrupted or error-free and DDL will not be liable for the consequences of any interruptions or errors.

14.3 DDL shall not be liable in any way, nor shall it assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operation, content or any other aspect related thereto.

15 LIMITATION OF LIABILITY

15.1 Nothing in this Agreement shall limit either Party’s liability to the other for: (i) death or personal injury caused by that Party’s negligence; (ii) fraud or fraudulent misrepresentation or (iii) any other liability which cannot be excluded or limited by law.

15.2 Any liability of DDL to the Affiliate arising under or in connection with this Agreement is limited to direct losses only. DDL will not, under any circumstances, be liable for indirect, special, or consequential damage or loss of any kind, nor will it be liable for any other losses including, without limitation:

a. loss of business, profits, revenue, contracts or anticipated savings, and/or

b. loss, damage or corruption of or to any data,

even if it has been advised of the possibility of such damages or losses.

15.3 In any event and under any and all circumstances, DDL’s total liability arising under or in connection with this Agreement will not exceed the lower of: (i) the aggregate of all payments actually paid to the Affiliate under this Agreement over the twelve (12) month period preceding the event giving rise to the liability; and (ii) £2,000 (two thousand pounds).

15.4 For the avoidance of doubt, in no event shall DDL be responsible or have any liability for any dispute or claim between the Affiliate and: (i) any Referred Customer (ii) any other DDL Customer or (iii) any other user of the Affiliate’s website. Affiliate hereby agrees to defend and hold DDL (and each member of its group) and its shareholders, directors, officers, employees, agents and other representative harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) which result from, arise out of, or are in any way connected with such disputes or claims.

16 RELATIONSHIP OF PARTIES

16.1 The relationship between the Parties is that of independent contractors and nothing contained in this Agreement shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between the Parties.

16.2 No Party possesses the power or authority to bind the other, or to assume or create any obligation or responsibility, expressed or implied, on behalf of the other, and no Party shall represent to anyone that it possesses such power or authority. The Affiliate will not make any statement, whether orally, on its websites or otherwise, that could be reasonably construed to contradict the foregoing.

17 AMENDMENTS TO AGREEMENT

17.1 DDL may unilaterally amend any of the terms and conditions set out in this Agreement, at any time and at its sole discretion, by posting the amended agreement on the "Terms & Conditions" page within the Affiliate Platform. Any changes will take effect from the date specified at the bottom of the updated version of this Agreement (“Date Issued”), and Affiliate hereby agrees to be bound by such changes on and from the latest Date Issued. The Affiliate is solely responsible for regularly checking the Affiliate Platform and making itself aware of any such amended versions and changes. If the Affiliate does not agree to the amended terms and conditions of this Agreement, the Affiliate may terminate the Agreement immediately by written notice to DDL.

17.2 Any variation of or amendment to this Agreement must, if the variation or amendment is proposed by: (i) DDL, be published on the Affiliate Platform; and (ii) Affiliate, be documented in writing and signed by both Parties. None of Affiliate, or the Affiliate or DDL’s employees, officers or agents may orally amend, modify or waive any provision of this Agreement.

17.3 The Affiliate’s continued participation in the Affiliate Program following the latest “Date Issued” date will constitute a binding acceptance by Affiliate of the amended Agreement.

18 MARKETING

18.1 Affiliate agrees that it shall not send direct promotional or marketing messages containing the Approved Content to any DDL Customer, Referred Customer or potential customer of DDL via email, post, SMS, social media, pop-up message or by any other method that is directly targeted at an individual.

18.2 The Affiliate accepts that DDL reserves the right to advertise other operators on their site(s) without any requirement to remunerate the affiliate for customers/traffic that visit other operators via a DDL owned site.

19 DATA PROTECTION

Data Protection Legislation & DDL Customers

19.1 For the purposes of this Agreement, the terms “controller”, “data subject”, “personal data”, “process”, “processing” and “processor” shall each have the meaning given to them in the Data Protection Legislation.

The Affiliate acknowledges and agrees that it is a controller in respect of personal data it holds relating to the users of and other traffic on its websites (“Affiliate Customers”). The Affiliate acknowledges and agrees that DDL shall be a controller in respect of personal data of DDL Customers, including the Referred Customers.

19.2 In the event of duplication of any data subject’s personal data between Affiliate Customers and DDL Customers, the Affiliate and DDL acknowledge and agree that they shall be acting as independent data controllers and not joint controllers in respect of the independent processing of such data subject’s personal data.

19.3 The parties do not intend that the Affiliate shall process any personal data on behalf of DDL in connection with the performance of its obligations under this Agreement. However and without derogating from the foregoing, the Affiliate represents, warrants and agrees with DDL that it shall at all times comply with the Data Protection Legislation in relation to its processing of the personal data of Affiliate Customers including, without limitation, ensuring that Affiliate Customers' personal data: (i) is collected fairly, lawfully and transparently; (ii) is processed in accordance with a lawful condition (as set out in the Data Protection Legislation); and (iii) is protected from loss, theft, accidental destruction or unauthorised access by implementing appropriate technical and organisation measures in respect of such personal data.

19.4 The Affiliate shall notify DDL immediately in the event that it breaches (or suspects that it has breached): (i) any of the provisions of this clause 19 or (ii) the Data Protection Legislation, in respect of an Affiliate Customer.

19.5 The Affiliate shall ensure that any processor acting on its behalf complies with Data Protection Legislation and ensures the processor and any of the processor’s sub-processors process the relevant personal data securely and in compliance with Data Protection Legislation.

19.6 The Affiliate hereby indemnifies DDL (and each member of its group) in respect of all costs, claims, fines, group actions, damages and expenses incurred by DDL (and/or member of its group, or for which DDL (or member of its group) may become liable, due to any failure by the Affiliate, its employees, agents, subcontractors or processors, to comply with any of its (or their) obligations under this clause 19 and/or the Data Protection Legislation. Nothing in this Agreement shall limit the Affiliate’s liability under this clause 19.

Use of the Affiliate’s personal data.

19.7 The Affiliate hereby acknowledges that DDL may process the Affiliate’s personal data for the following purposes:

a. to set up and maintain the Affiliate’s account with DDL;

b. to make payment of the Affiliate Remuneration to the Affiliate;

c. to share the Affiliate’s account information with any third party platform engaged by DDL from time to time, as necessary to facilitate the management of the Affiliate Program, including (without limitation) the making available of Banners and Links to the Affiliate, and calculating the Affiliate Remuneration;

d. to effect the Affiliate’s registration as a participant in the Affiliate Program, including to the extent necessary to verify the information which the Affiliate provides to DDL;

e. to monitor the activities (of either the Affiliates and/or Referred Customers) in order to detect Fraud or otherwise unlawful, criminal or improper activities (including but not limited to money laundering) and breaches of this Agreement and/or the Affiliate Program;

f. to investigate and/or prevent any of the activities at clause 19.7(e) and to report any such activities to any relevant authorities including but not limited to the Gambling Commission; and/or other online gambling and gaming operators or other online service providers;

g. to keep the Affiliate informed of future events, offers and promotions in relation to the Affiliate Program;

h. to provide the Affiliate with information; and

j. for any other purpose which is necessary for the performance of DDL’s contractual obligations to the Affiliate, or for enforcing the Affiliate’s compliance with its contractual obligations to DDL.

19.8 The Affiliate further acknowledges that its personal data may be disclosed by DDL to relevant third parties for such purposes, including (without limitation) to:

a. identification and/or age verification agencies;

b. credit checking agencies; and/or

c. relevant authorities including, without limitation, the Gambling Commission, other online gambling and gaming operators, other online service providers, banks, payment companies, electronic payment providers or other financial institutions.

19.9 DDL shall ensure that, where the Affiliate's personal data is transferred outside of the European Economic Area, it shall have adequate measures in place to maintain the security of the Affiliate's personal information.

19.10 The Affiliate shall, if requested by DDL from time to time, include a link on its website(s) to any privacy policy or other data protection notice which DDL requires it to include.

20 MISCELLANEOUS

20.1 Force Majeure. DDL shall have no liability to the Affiliate under this Agreement if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, epidemics, pandemics or government restrictions, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

20.2 Notices. Any notice given under or in connection with this Agreement shall be in writing and shall be sent to the relevant email addresses provided by each party in the Insertion Order or as updated by the Parties from time to time. Any email notices shall be deemed to have been received at the time of transmission. This clause does not apply to the service of any proceedings or other documents in any legal action which will be sent to the registered address of each Party.

20.3 Remedies and Injunctive Relief. The exercise of one or more of DDL’s rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. The Affiliate acknowledges, confirms and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach by the Affiliate of any provision of this Agreement, DDL’s rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy. Nothing set out this Agreement shall limit or affect any of DDL‘s rights at law, equity, contract or otherwise for a breach or threatened breach of any provision of this Agreement.

Governing Law and Jurisdiction.

20.4 This Agreement and any dispute or claim (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 England and Wales.

20.5 Each Party irrevocably agrees that the courts of England and Wales 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.The parties irrevocably waive any claim that any proceedings in the courts of England and Wales under this clause 20.5 have been brought in an inappropriate forum and irrevocably agree not to raise any objection on forum non-convenience grounds to the commencement of such proceedings.

20.6 Severability. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the remainder of this Agreement.

20.7 Third Parties. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

20.8 No Waiver. DDL’s failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

Assignment.

20.9 DDL may at any time (i) assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement; or (ii) sub-contract any of its obligations under this Agreement.

20.10 The Affiliate may not (i) assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement or the Licence; or (ii) sub-contract any of its obligations under this Agreement or any part thereof without DDL’s prior written consent.

20.11 Further Assurance. Each Party shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

20.12 Entire Agreement. This Agreement constitutes the complete understanding and agreement of the Parties and supersedes all prior negotiations, understandings, agreements, representations and warranties of any nature whether or not in writing between the Parties with respect to the subject matter of this Agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings, misrepresentations or representations that were made by or on behalf of the other Party in relation to the subject matter of this Agreement at any time before its signature, other than those that are set out expressly (or cross-referred to) in this Agreement. Notwithstanding the foregoing, nothing in this clause 20 will exclude or restrict the liability of either Party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.

20.13 Non-Exclusivity. This Agreement is non-exclusive and does not prevent or restrict DDL from entering into similar or different agreements with third parties. DDL makes no representation that the terms of this Agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

20.14 Interpretation. If the Affiliate is unsure as to whether any of its marketing (or other) activities comply with the terms of this Agreement, it hereby undertakes that it shall not conduct such marketing (or other) activities without first obtaining the prior written approval of DDL.

Date Issued: 17 January 2025