Version 2.0 last updated March 14, 2019

Affiliate Program - Agreement

 

By completing the affiliate application to the Affiliate Programme and checking box "I have read and agree to the affiliate terms and conditions" within the registration form, you (the "Affiliate") hereby agree to participate in the Affiliate Programme and abide by all the terms and conditions set out in this Agreement. The Company reserves the right to amend, alter, delete or extend any provisions of this Agreement, at any time and at its sole discretion, without giving any advance notice to the Affiliate, subject to the terms set out in this Agreement.


If you have already joined the Affiliate Programme and do not agree to this Agreement, you are requested to email the Affiliate Team at contact@shadowaffiliates.com to terminate your membership to the Affiliate Programme.


You shall be obliged to continuously comply with the terms of this Agreement, the General Terms and Conditions and privacy policies found on the Company Websites (as hereinafter defined), as well as with any other rules and/or guidelines brought forward from time to time. The Agreement between the Company and the Affiliate shall come into effect on the date when the affiliate application is approved by the Company.

In the case of a conflict between this Agreement and the General Terms and Conditions, this Agreement shall prevail.

 

Definitions:

 

 

-Agreementmeans and includes (i) all the terms and conditions set out in this document, (ii) the General Terms and Conditions, (iii) any other rules and/or guidelines issued by the Company Websites and (iv) any annexes referred to in any of the aforementioned.

-Affiliatemeans you, the natural person or entity, who applies to participate in the Affiliate Programme.

-Affiliate Applicationmeans the application by virtue of which the Affiliate applies to participate in the Affiliate Program.

-Affiliate Programmemeans the collaboration between the Company and the Affiliate, whereby the Affiliate will create Links to and promote the Company Websites to New Customers.

-Affiliate Website(s)means one or more websites on the internet which are maintained and operated by the Affiliate.

-Company(include white label company name managing affiliate programme).

-Confidential Informationmeans any information of commercial or essential value for any of the Parties including, but not limited to, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of the Company Websites, technology, marketing plans and manners of operation.

-Data Protection Legislationmeans all applicable data protection, privacy and electronic marketing legislation, including, but not limited to, the General Data Protection Regulations (EU 2016/679) and any related national legislation, as well as any rules or regulations issued by a competent authority at any time.

-General Terms and Conditionsmeans the general terms and conditions and privacy policies which can be found on the Company Websites.

-Intellectual Property Rightsmeans any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, design rights, confidential information, registrations of the aforesaid and/or any other rights in the nature of the aforesaid.

-Linksmeans internet hyperlinks from the Affiliate Website(s) to the Company Websites.

-Company Websitesmeans the online gaming website/s operated and/or managed by the Company (include websites) and/or any other website which may be operated and/or managed by the Company as may be communicated to the Affiliate from time to time.

-Partiesmeans the Company and the Affiliate (each a "Party").

 

Please read the terms and conditions of this Agreement carefully and in their entirety.

1. Purpose and affiliate application

1.1 The Affiliate, which is a person or an entity with legal capacity, who applies to participate in the Affiliate Program (as defined below in Clause 1.3), maintains and operates one or more websites on the Internet (hereinafter collectively referred to as "Affiliate Site(s)").

1.2 Damigur Holdings Limited, Registration No. MT 23487833 (hereinafter referred to as the "Damigur") provides an on-line casino as the owner of Shadowbet brand, and related products and services through its website with domain name "shadowbet.com"(defined from time to time "Shadowbet"), through mobile, tablet and pc apps and through other means (each and together the "Website").

1.3"Damigur Holdings Limited, Registration No.MT 23487833, a company incorporated under the laws of Malta with its office located in "Fino Buildings, Notabile Road, Mriehel, BKR 3000" (hereinafter referred to as the "Company"), provides certain marketing services to online betting companies and uses Affiliates to promote and market websites through affiliate programs, which are defined from time to time by the Company (the Shadowaffiliates "Affiliate Program").

1.4 This Agreement entered into between the Company and the Affiliate governs the terms and conditions relating to the promotion of the Website by the Affiliate, i.e., by hypertext linking from Affiliate Site(s) to the Website in accordance with the terms of this Agreement, whereby the Affiliate will be paid a commission as specified below, subject to the terms and conditions of this Agreement.

1.5 By completing and submitting the application form (the "Affiliate Application") the Affiliate agrees to be bound by the terms and conditions set out in this Agreement. By submitting the Affiliate Application the Affiliate warrants and represents that;
(a) it has, and will retain throughout the term of this Agreement, title and authority to enter into this Agreement, to grant the rights and perform all its obligations in this Agreement; and
(b) it can, and will on request, provide such information as the Company may reasonably require to establish the identity and background of the Affiliate and/or to comply with applicable law (including anti-money laundering law), and furthermore that if he/she is a natura person, he/she is not under 18 years of age (he/she is obliged to provide the Company upon request a copy of his/her ID); and
(c) it has obtained and will maintain in force all necessary registrations, authorisations, consents and licenses necessary to fulfil its obligations under this Agreement (he/she is obliged to provide these to the Company upon request); and
(d) it will at all times comply with all applicable rules, laws and regulations; and
(e) it fully understands and accepts the terms and conditions of this Agreement and that it will at all times comply with all the terms and conditions of this Agreement.

2. Rights and Limitations of the Company

2.1 The Company shall evaluate the Affiliate Application submitted by the Affiliate and shall notify the Affiliate in writing whether the Affiliate Application is accepted or not. Written notification may be given by e-mail according to Clause 8.1. The Company reserves the unconditional right to refuse the Affiliate Application for any reason in its sole and absolute discretion, or require further information from the Affiliate. In the event that the Company requests further information in accordance with this Clause, the Affiliate Application will be treated as having been re-submitted and the Company will review it in its entirety and subsequently notify the Affiliate of its acceptance or rejection to the Affiliate Program as determined by the Company in its sole and absolute discretion.

2.2 The Company shall retain the unconditional right at its sole and absolute discretion, to cancel, alter and/or close its Affiliate Program, add provisions to this Agreement and/or alter or delete any of the provisions of this Agreement, at any time and in any manner the Company deems appropriate, without any liability to the Affiliate. Notices to the Affiliate concerning any such cancellation/alteration in the Affiliate Program and/or this Agreement shall be made in writing and will take effect at the earlier of the acceptance by the Affiliate or seven (7) days after such notice in writing is deemed to have been received under this Agreement. Written notification may be given by email and/or by pop-up message according to Clause 8.1. The Affiliate's continued participation in the Affiliate Program, including but not limited to acceptance of any commissions from the Company, after such change notice is deemed to have been received under this Agreement, will always be deemed as a binding irrevocable acceptance of the Agreement's new terms and conditions and/or other changes in the Affiliate Program.

2.3 Once accepted or deemed to have been accepted by the Affiliate, the latest version of this Agreement will be effective to the entirety of the relationship between the Company and the Affiliate and will prevail over and set aside all previous versions. Should the Affiliate believe it may be prejudiced by past dealings between the Affiliate and Damigur being subject to an alteration of this Agreement, then it shall, within a period of fourteen (14) days from (deemed) acceptance by the Affiliate, send an email to the Company at - affiliates@shadowaffiliates.com or such other email address as may have been notified in writing by the Company to the Affiliate and report the reasons of such prejudice. Failure to report within the prescribed time limit shall be deemed a waiver of any and all claims arising from such prejudice.

2.4 The Company's and Damigur liability with respect to any and all claims howsoever arising, including negligence, in connection with this Agreement are limited to, to the maximum extent permitted by applicable law, to direct damages up to the amount the Affiliate has received as remuneration from the Company within the last six (6) months.

2.5 The Company and/or Damigur make no representation that the operation of the Website will be uninterrupted or error-free and the Company and/or Damigur will not be liable for the consequences of any interruptions or errors.

2.6 Further, the Company and/or Damigur shall not be liable for any indirect losses or damages or loss of income incurred by the Affiliate, damages due to business interruption, or loss of information, even if such losses should arise from the inability of the Company to operate its Affiliate Program as stipulated in this Agreement, whether the Company is at fault or whether a third party is at fault.

2.7 The Company shall be entitled to exercise any of its rights or fulfil any of its obligations under this Agreement through any company within the group of companies of the ultimate parent company of the Company.

3. Rights and Obligations of the Affiliate

3.1 The Affiliate shall perform the services actively, by effectively advertising, marketing and using its best efforts to promote the Website as widely as possible. For the avoidance of doubt, the Affiliate understands and accepts that the Company shall in its sole and absolute discretion determine whether potential New Customers (as defined below in Clause 4) shall be accepted or not. The Company shall also in its sole and absolute discretion be entitled to determine whether to close New Customer's account if it, in the sole opinion of the Company, is necessary to comply with the Company's policy and/or Damigur licences and/or regulations applicable to the Company and/or Damigur, and/or is necessary to protect the interest of the Company and/or Damigur.

3.2 The Affiliate agrees to only use links, promotion, advertising or marketing material provided within the scope of the Affiliate Program, and no other material relating to the Company and/or Damigur, unless specifically authorised in writing by the Company. The Affiliate understands and acknowledges that it shall market and refer potential players to the Website at its own cost, expense and risk. The Affiliate agrees and undertakes to respect and not infringe upon any of the intellectual property rights, including without limitation copyrights, designs and trademarks, of the Company and/or Damigur.

3.3 The Affiliate operates the Affiliate Sites under its own name and at its own cost, expense and risk, and is responsible for their development, operation, and maintenance as well as for all materials appearing on the Affiliate Site(s).

3.4 The Affiliate shall at all times conduct its business in a manner that reflects favourably upon the high quality image and reputation of the Company and/or Damigur. The Affiliate shall engage in good business practice and comply with all applicable laws and regulations. In specific, all of the content of the Affiliate Sites and the Affiliate's marketing activities must be professional, proper and lawful under applicable laws, and in accordance with the terms of this Agreement. The Affiliate shall not engage in marketing which may result in legitimate enforcement of applicable laws and regulations against the Company or Damigur. In case of doubt, the Affiliate should seek guidance from the Company.

3.5 The Affiliate may not purchase, attempt to register, or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to any of the Company's and/or Damigur's trademarks or otherwise include the word "Shadowbet" or variations or derivations thereof.

3.6 The Affiliate may not use any framing techniques or technology on the Website, or encourage any third party to do so, unless specifically authorised in writing by the Company.

3.7 The Affiliate shall not perform any act which is libellous, discriminatory, obscene or otherwise unsuitable or which contains illegal, sexually explicit, pornographic, obscene or graphically violent materials. Further, the Affiliate Site(s) shall not use the Company's and/or Damigur's trademarks in any way that may harm Company and/or Damigur, or their trademark(s), copyrights, goodwill and/or branding. It is essential that the Affiliate Site(s) reflect positively upon the Website.

3.8 The Affiliate agrees that it shall not generate traffic to the Website by illegal or fraudulent means, particularly but not limited to sending spam, cookie spam or registering as a player or causing third parties to do so for the purpose of artificially increasing the Affiliate's commission. Further, the Affiliate agrees that it shall not make deposits directly or indirectly to any player account through his tracker(s), or in any other way attempt to artificially increase the commission payable or to otherwise defraud the Company. Violation of this provision shall be deemed to be fraud.

3.9 The Affiliate agrees that it will not present the Affiliate Site(s) in such a way that it might give rise to confusion with the Website and/or Damigur and/or the Company.

3.10 The Affiliate shall not promote the Company, Damigur or the Website and/or create pages using Damigur's trademarks, brands or slogans in any social media.

3.11 The Affiliate shall not target any person who is under the legal age for gambling or who is or could have been known to the Affiliate to be a problem gambler, nor target any jurisdiction where gambling and the promotion thereof are illegal.

3.12 The Affiliate shall indemnify and hold harmless the Company, Damigur and each of its affiliates, directors, officers, employees, shareholders, attorneys, agents and partners (the "Indemnified Party") from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses) and liabilities suffered or incurred, directly or indirectly, by the Indemnified Party in consequence of any breach, non-performance or non-observance of this Agreement or any applicable law by the Affiliate and/or any claims related to Affiliate Site(s) or links.


3.13 The Affiliate may not use Damigur's name or graphics in any bulk emails whatsoever unless with prior written consent of the Company. The Company may terminate the agreement if any spam complaints result from the Affiliate's marketing activities in which Damigur or its services have been referred to.

3.14 The Affiliate shallcomply with all applicable rules, laws, and regulations in correlation with the promotion of the Company Websites, including, but not limited to the Gambling Act (UK), the Licence Conditions and Codes of Practices (UK), the CAP Code and the Non-CAP Code (UK) as applicable, the Lotteries and Other Games Act (Malta) & Remote Gaming Regulations (applicable until 30.06.2018), the Gaming Act (Malta) (applicable from 01.07.2018), the Malta Gaming Authority's Code of Conduct on Advertising, Promotions and Inducements and of the rules issued by the relevant competent gaming authorities and any other rules, directives, guidelines, instructions communicated by either of the competent authorities or the Company, as well as with all Data Protection Legislation.

4. Payment of commission

4.1 During the term of the Agreement the Company shall pay the Affiliate commission for New Customers per calendar month as specified below.

4.2 "New Customers" shall mean individuals who access the Website via clicking the tracking links on the Affiliate Sites, properly register at Shadowbet and then make real money transfers at least equivalent to the Minimum Deposit into their website account, who do not yet have, and have not had an account with Shadowbet, and whose account has not been closed indefinitely or for a period exceeding 3 months.

"Minimum Deposit" shall mean a minimum real money transfer requirement set for one or more Affiliates, New Customers, Campaigns or real money transfer, as from time to time may be communicated to one or more Affiliates or New Customers by the Company and/or Damigur. "Net Revenue" is the revenue generated from New Customer's real money bets less real money won during that same calendar month, less any Tax, less administration fees as communicated by the Company and/or Damigur from time to time, less bonus costs and jackpot contributions.
"Tax" shall mean taxation or levy of any kind whatsoever which is due or has been paid by the Company and/or Damigur in respect of the revenue generated from New Customer's real money bets, or such smaller amount as the Company may from time to time notify to the Affiliate.

 

4.3 The commission is based on the number of New Customers, as defined above, who access the Website via clicking the tracking links on the Affiliate Sites. The commission granted by the Company to the Affiliate will be calculated as a percentage share of the Net Revenue generated from the New Customers referred by the Affiliate Sites. The percentage of the Affiliate's share of the Net Revenue for each calendar month depends on the total number of New Customers who become New Customers during that same calendar month (subject to clause 4.4 below) as specified in the commission structure set out below:

 

Number of New Customers per month

Affiliate's Net Revenue share

 

 

0 - 1

25% of the Net Revenue

2 - 4

30% of the Net Revenue

5 - 14

35% of the Net Revenue

15 - 29

40% of the Net Revenue

30 +

45% of the Net Revenue

 

4.4 For the period of the first 3 months of this Agreement validity the commission granted by the Company to the Affiliate will be 45% of the Net Revenue share generated from the New Customers referred by the Affiliate Sites regardless of quantity of Customers who become New Customers thanks the Affiliate Sites during this period.

 

4.5 The amount of the monthly commissions for all New Customers referred to the Company under this Agreement (for the avoidance of doubt; including also New Customers who became New Customers in a calendar month prior to the calendar month for which commission is calculated) is calculated on the basis of the percentage of the Affiliate's Net Revenue share for the calendar month for which commission is calculated, which is to be determined in accordance with what has been described above. The Company's calculation of New Customers and Net Revenue is final unless proof to the contrary is provided.
Example: During the period of first 3 months of this Agreement validity no Customer is referred to the Company by the Affiliate Sites. During the fourth calendar month of this Agreement, three (3) New Customers are referred to the Company by the Affiliate Sites and the Affiliate therefore receives a commission of 30 % of the Net revenue shares. During the fifth calendar month, only one (1) New Customer is referred by the Affiliate Sites. The size of the commission (the Affiliate's percentage share of the Net revenue) when only one (1) New Customer is referred is 25 %. The fifth calendar month the Affiliate therefore receives a commission of 25 % for the New Customer of that calendar month, as well as for the (3) three New Customers from the previous calendar month. During the sixth month, six (6) New Customers are referred by the Affiliate sites and the level of commission is 35 %. Hence the sixth calendar month the Affiliate receives a commission of 35 % for the six (6) New Customers of that calendar month, as well as for the four (4) New Customers which have been referred during the two previous calendar months.

 

4.6 The Affiliate understands and accepts that the amount of the commission and the Affiliate's percentage share of the Net Revenue will vary from time to time depending on how many New Customers are referred to the Website by the Affiliate Site(s) during each calendar month.

4.7 The commission is calculated as at the end of each calendar month and payments shall be made within the first ten working days after the end of each calendar month.

4.8 Payment of commissions shall be made by the payment method chosen by the Affiliate in the application process, subject to clause 1.5(b). The minimum payout amount is 100 Euro. If the commission is lower than the minimum payout amount, the commission will be transferred to the following month. Excess commission amounts received by the Affiliate shall upon request be immediately repaid. The Company shall have a right to deduct any possible excess payments in previous months from outstanding payment obligations.

4.9 If the Affiliate disagrees with the commission and balance due as reported, it shall, within a period of fourteen (14) days from the earlier of the reporting of the commission and the payment of the balance due, send an email to the Company at - affiliates@shadowaffiliates.com or such other email address as may have been notified in writing by the Company to the Affiliate and report the reasons of such disagreement. Failure to report within the prescribed time limit shall be deemed consent to the balance due for the period indicated which then shall become final.

4.10 The Affiliate agrees to immediately repay and allow the Company to collect or set off, together with an annual interest at a rate which by 6 percentage units exceeds the reference rate 3 month Euribor, all commissions received by fraudulent or falsified transactions, or when the traffic generated is illegal or contravenes any provision of these terms and conditions, plus all costs for legal causes or actions that may be brought against the Company or Damigur.

4.11 The commission is inclusive of any and all taxes, including but not limited to value added tax. The Affiliate is solely responsible for the payment of any and all taxes, fees, charges and any other money payable or due both locally and abroad to any tax authority and/ or any other authority as a result of the revenue generated under this Agreement. The Company has the right to deduct from the balance due to the Affiliate any taxes for which the Affiliate is responsible and which have been or will be charged to the Company.

4.12 The Affiliate who is an individual further undertakes to self-pay any applicable social security contributions on the remuneration received under this Agreement.

4.13 The Affiliate is required to provide proof of VAT registration to the Company if deemed applicable by the Company and as further specified from time to time by the Company at its sole discretion.

4.14 All payments shall be made in Euro or in such other currency that may be determined by the Company and regardless of the currency of the Affiliate's home country.

4.15 The Company has the right to withhold any and/or all payments to the Affiliate if the Affiliate is in breach of any of the provisions of this Agreement.

4.16 Any commissions paid to the Affiliate by the Company hereunder shall represent the Affiliate's sole remuneration for its activities under the Agreement. Hence except as otherwise expressly agreed in writing, all expenses incurred by the Affiliate when carrying out the rights and obligations under this Agreement shall be deemed to be covered by the commission provided for in this Agreement. The Affiliate is responsible for all obligations and costs in connection with the performance of this Agreement.

4.17 The Company and the Affiliate may determinate individual terms and principles of matters regulated in clases 4.1 to 4.17 above. All arrangements of the Company and the Affiliate in the scope indicated in previous sentence may be made by e-mail according to Clause 8.1 and then replace provisons of relevant clases 4.1 to 4.17 above.

5. Use of Marketing Material

5.1 Subject to the terms and conditions of this Agreement the Affiliate is hereby granted a revocable, limited, non-exclusive, non-transferable right to display the marketing material provided within the scope of the Affiliate Program (the "Marketing material") on the Affiliate Sites during the term of this Agreement and solely for the purposes of this Agreement. The display shall always be in accordance with the Affiliate guidelines as provided within the scope of the Affiliate Program (as amended from time to time at the Company's sole and absolute discretion). The Affiliate shall make no other use of the Marketing material. The use of the Marketing material must be professional, proper and lawful under applicable laws. For the avoidance of doubt, the Affiliate shall not be entitled to sublicense or otherwise assign any right of use (in whole or in part) of the rights granted hereunder.

5.2 The Affiliate is not permitted to alter or modify in any way any of the Marketing material without the express prior written consent of Company authorised in writing by the Company.

5.3 All intellectual property rights and any goodwill arising in links and all Marketing material, products, associated systems and software relating to the Website shall remain the property of Damigur. The Affiliate shall not acquire any intellectual property rights whatsoever in such materials. The Affiliate shall immediately bring to the attention of the Company any improper or wrongful use of the Company's and/or Damigur's intellectual property that comes to the attention of the Affiliate. The Company and/or Damigur are however not obliged to defend such rights. If the Company and/or Damigur choose to defend its rights, the Affiliate shall at its own cost and to a reasonable extent assist the Company and/or Damigur.

5.4 The Affiliate shall, in the performance of its duties under this Agreement, use every effort to safeguard the intellectual property rights of the Company and/or Damigur. The Affiliate shall not act in a way which is inconsistent with or undermines Damigur's ownership of any of the trademarks contained in the Marketing material or the Company's license therefrom. The Affiliate shall not use such trademarks as its trade name or company name, attempt to register, register or otherwise challenge any name, mark, design, logo or websites that is similar to or may be confused with the Company's and/or Damigur's or any of its affiliates intellectual property. In particular, unless with prior written approval, the Affiliate may not purchase, register, attempt to register or use domain names, search terms which are identical or similar to any of the Company's and/or Damigur's trademarks or otherwise include the word "Shadowbet" or variations which are identical or confusingly similar to any of the Company's and/or Damigur's trademarks, website or other branding materials. The Affiliate hereby agrees to transfer to the Company any intellectual property right or domain violating this clause, and unconditionally and irrevocably authorises and empowers the Company to do all such acts as may be necessary for the Company to transfer such intellectual property right or domain to itself.

5.5 Further, the Affiliate agrees that the Affiliate Sites and/or other types of communication shall not in any way resemble the appearance and/or the general impression of the Website, nor will the Affiliate create the impression that the Affiliate Sites are the Website or any part thereof.

6. Term and Termination

6.1 This Agreement shall be binding upon the Affiliate once the Affiliate Application has been submitted but shall not be binding upon or enter into effect in relation to the Company until the Affiliate Application has been approved by the Company according to Clause 2.1 and shall thereafter continue unless and until terminated as provided in this Agreement.

6.2 Either party may at any time terminate this Agreement without cause by giving the other party fourteen (14) days' notice in writing according to 8.1. Neither party will have to pay the other any costs or damages resulting from termination of this Agreement without cause.

6.3 Should the Affiliate commit a breach of the terms of this Agreement, the Company is entitled to terminate this Agreement with immediate effect by giving written notice of termination to the Affiliate. Written notification may be given by email or pop-up message according to 8.1.

6.4 The Company is entitled to terminate this Agreement with immediate effect by giving written notice of termination to the Affiliate in the event that:
a) the Company identifies suspicious betting patterns that suggest activity where New Customer(s), are benefiting for instance from incentives from the Affiliate to recoup losses and/or other fraudulent activities. The Company also reserves the right to withhold any earnings accumulated from such game play.
b) proceedings in bankruptcy, insolvency or liquidation are instituted by or against the Affiliate or the Company or Damigur, or if the Affiliate ceases to do business in the ordinary course.

 

6.5 Upon any termination of this Agreement, all rights and licenses granted to the Affiliate under this Agreement shall immediately terminate, and the Affiliate will cease the use of any trademarks, service marks, logos and other designations of the Company.
In particular the Affiliate hereby agrees that on any termination of this Agreement, the Affiliate must immediately (i) remove all references to the Website from the Affiliate Sites and (ii) shall cease any further activity promoting or marketing the Website, Damigur and/ or the Company, irrespective of whether the communications are commercial or otherwise.

 

6.6 The Affiliate must return to Company any and all Confidential Information (and all copies and derivations thereof) in the Affiliate's possession and control.

 

6.7 The Affiliate will only be entitled to already earned and unpaid commissions after the effective date of termination, provided the termination is not based on a breach by the Affiliate. However, the Company may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid.

6.8 The Affiliate shall not be entitled to reimbursement of any amount for any advertising, market development, investments, leases or other costs incurred before any termination of this Agreement. Without limiting the foregoing the Affiliate hereby irrevocably waives any right it may have under applicable legislation to an indemnity, damages, or compensation as a consequence of any termination of this Agreement in accordance with the terms of this agreement.

6.9 The parties specifically agree that upon any termination of this Agreement by either party, the Affiliate shall no longer be entitled to earn or receive any payment, including but not limited to commission as provided for in clause 4, whatsoever from the Company.

6.10 The Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach of confidential information even if the breach arises at any time following the termination of this Agreement. For the avoidance of doubt the Affiliate's obligations of confidentiality towards the Company under this Agreement shall survive any termination of this Agreement for a period of five (5) years thereafter..

7. Force Majeure

7.1 Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, retrospective adjudication or changes of applicable law, earthquakes or other casualty. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented. If the force majeure event subsists for a period exceeding thirty (30) days, then either party may terminate the Agreement without notice.

8. Notices and the Relationship of the Parties

8.1 Notices to the Company given or made under this Agreement shall be in the English language made by email and sent to - affiliates@shadowaffiliates.com or such other email address as notified in writing by the Company to the Affiliate, and, to the Affiliate, the Affiliate's email address as supplied in the Affiliate Application or such other email address as notified in writing by the Affiliate to Company and/or by pop-up message (a "pop-up message" shall mean a message available in the interface provided by the Company where the Affiliate can maintain the Affiliate's account). Any notice shall be deemed to have been received: a) immediately, if sent by email or b) when the Affiliate logs into the affiliate platform, if sent by pop-up message - whichever occurs sooner. If deemed receipt by the Company occurs after 5.00 pm on a Work Day, or occurs on any day which is not a Work Day, the notice shall be deemed to have been received at 9.00 am on the next Work Day. "Work Day" shall mean any day which is not a Saturday, a Sunday or a bank or public holiday in Malta.

8.2 Nothing contained in this Agreement, nor any action taken by any party to this Agreement, shall cause either party to constitute (or any of such party's employees, agents, or representatives) an employee, or legal representative of the other party, nor shall it cause the creation of any partnership, joint venture, association, or syndication among or between the parties, nor shall it cause to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other party.

9. Severability and Waiver

9.1 If any provision of this Agreement is held to be unenforceable in any respect, such provision will be ineffective only to the extent of such unenforceability, without invalidating the remainder of this Agreement.

9.2 Without prejudice to clause 4.10, a failure of either party to exercise any right provided for herein, shall not be deemed to be a waiver of any right hereunder.

10. Confidentiality

10.1 All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of the Company and/or Damigur shall be treated confidentially ("Confidential Information"). Such information must not be used for the Affiliate's own commercial or other purposes, or divulged to any person or third party. The Affiliate obliges himself not to use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.

10.2 All Confidential Information provided or made available by the Company and/or Damigur under this Agreement shall remain the sole and exclusive property of the Company and/or Damigur and nothing in this Agreement shall be construed to grant the Affiliate any ownership right in, or license to, any such Confidential Information.

10.3 This provision shall survive the termination of this Agreement.

11. Entire Agreement

11.1 This Agreement constitutes the entire Agreement and understanding of the parties on the subject hereof and supersedes any previous agreement or understandings between the parties relating to the subject matter of this Agreement.

12. No Business Restriction

12.1 Nothing in this Agreement shall limit or restrict the Company's and/or Damigur right to do business with, grant rights to or receive grants of rights from, provide services to or receive services from, or enter into any agreements with any other entity, in any scope and manner that the Company and/or Damigur desires.

13. Assignment

13.1 The Affiliate shall not be entitled to assign or transfer its rights or obligations under this Agreement without the express written consent of the Company.

13.2 Notwithstanding the above, the Company may freely assign this Agreement and all of its rights and obligations hereunder to any of its subsidiaries or affiliated companies, including but not limited to Damigur.

14. Disputes and Governing Law

14.1 This Agreement shall be construed in accordance with and be governed by the laws of Malta.

14.2 Each Party irrevocably submits to the Malta Arbitration Centre, Malta, over any claim, dispute or matter under or in connection with this Agreement and/or its enforceability.

14.3 The Affiliate must, unless otherwise agreed by the parties, or required by applicable law, treat all information disclosed during the arbitration by or on behalf of the parties and all matters relating to the arbitration (including the existence of the arbitration) and the award, as Confidential Information (as defined above).

14.4 From time to time the Company may modify provisions of this Agreement and may determinate special conditions of this Agreement (especially promotional conditions) which shall be granted in separate document. About each temporary change of conditions according to previous sentence the Company informs the Affiliate one week in advance. The Affiliate may refuse change of this Agreement conditions by e-mail according to clase 8.1 before coming into force of each change. If the Affiliate does not notify the Company about refusing changes to this Agreement in the term indicated in previous sentence, changes to the Agreement will bind the Company and the Affiliate.

15. Damigur Third Party Security Requirements



The Affiliate should comply with Damigur's Third Party Security Requirements, as they are set below in this clause:
Damigur shall mean Damigur Holdings Limited or any other subsidiary of Damigur as specified herein.
Party shall mean the Affiliate.
Information shall mean any information that the Company and/or Damigur has defined as confidential or that can otherwise be considered as a trade secret.
Services shall mean the Affiliate Programme.
DPA shall mean the Data Protection Act as defined in EU Directive 95/46/EC.
Party may not share any Information with any person, company or other entity unless it is necessary in order to deliver the Service. When this is done the Party shall enforce the requirements in this document on the receiving entity involved.
If Party intends to modify the Services in a way that is likely to impact the Company's or/and Damigur's use of the Services, the Party must inform the Company and/or Damigur, respectively of the impending changes at least three months in advance.
Party may share Information with other entities if it is needed in order to comply with legal requirements in the Party's legal jurisdiction.
Party shall handle Information with care and protect it using security measures in line with best industry practices. When the main agreement ends or when the Information is not needed anymore it shall be destroyed or returned to the Company and/or Damigur.
Any incident at Party that affects the security of Information or the delivery of Services shall be immediately reported to Damigur.
The Company and Damigur shall have the rights to monitor the availability and security of Services. Damigur shall also have the right to monitor, investigate and assess Party's compliance with these requirements and the terms and conditions of the present agreement.
If Party is processing any information that is considered as personal information as defined in the DPA, Party shall be considered a processor as defined by the DPA. In this case Party shall comply with and protect the personal information in a way compliant with the requirements of the DPA.
If Party is processing any credit card numbers Party must comply with the PCI DSS requirements.

 

Annex A - General Conditions


The Affiliate shall not publish, through any medium whatsoever, advertising, or publish content related to the Company on sites/pages/media which displays content, that:


- encourages anyone to contravene gaming laws;

- is not socially responsible, with particular regard to the need to protect children, young persons and other vulnerable persons from being harmed or exploited;

- portrays, condones or encourages gambling behaviour that is socially irresponsible or could lead to financial, social or emotional harm;

- exploit the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of children, young persons and/or other vulnerable persons;

- shows people aged below eighteen years gambling;

- encourages, targets or is otherwise directed at those aged below eighteen years through the selection of particular media or the context in which such appears. For the sake of clarity, the Affiliate understands and accepts that no content on its website (or in any other promotional material which may be used to promote the Company Website/s) shall feature cartoon characters, animals and fairy tale themes or any other content generally that has particular appeal to children or persons below the age of eighteen.

- be likely to be of particular appeal to children or young persons (under 18s), especially by reflecting or being associated with youth culture;

- is false or untruthful, particularly about the chances of winning or the expected return to a player;

- suggests that gambling can be a solution to financial concerns, an alternative to employment or a way to achieve financial security;

- suggests that skill can influence games that are purely games of chance;

- promotes smoking and/or the abuse of the consumption of alcohol while gambling;

- suggests that gambling can provide an escape from personal, professional or educational problems such as loneliness and depression;

- portrays gambling as indispensable or as taking priority in life over, for example, family, friends or professional/educational commitments;

- contains endorsements by well-known personalities or celebrities that suggest gambling contributes to their success;

- link gambling to seduction, sexual success or enhanced attractiveness, or otherwise generally exceeds the limits of decency;

- tarnishes the goodwill and privilege that is associated or related, in any manner, with holding a gaming licence or otherwise tarnishes the image or reputation of another licencee.


In addition to the above, the Affiliate shall not:


- conduct a promotion that commits people to gamble for a minimum period of time to qualify for a player reward scheme; or

- conduct a promotion that commits people to gamble a minimum amount of money to qualify for a player reward scheme

- conduct a promotion which encourages people to participate in any way under undue time constraints or which may be regarded as overly pressuring, for example by using wording and/or phrases such as "Bet Now".


The Affiliate must ensure that any promotional material indicates or provides a link to the rules, procedures and conditions of the particular promotion. The full conditions must not be further than 1 click away.


The Affiliate accepts and understands that the above-mentioned rules are not exhaustive and it shall further abide with all other relevant advertising and/or marketing rules issued by the competent authority/ies of the country in which the Affiliate intends to advertise, market and promote the Company Websites, if any and those issued by the competent authorities in which the Company is licensed to operate (refer to Annex B and the restrictions on targeting Dutch residents by way of example).


In the event that any competent authority requires operators to ensure that no marketing material is sent to persons that are subscribed to a national self-exclusion register, the Affiliate undertakes to take the steps necessary to integrate or cross check its marketing distribution list against the national self-exclusion database and ensure that no person found on the national self-exclusion list ever receives any marketing material.


Annex B - UK Specific Conditions


The restrictions included within this Annex B are over and above those contained in Annex A. For the purposes of clarification, any marketing or promotion carried out which may be targeted at users/visitors residing within Great Britain should comply with the requirements of both Annex A and this Annex B.


The Affiliate expressly undertakes not to utilize direct marketing to any potential or existing customers whatsoever within Great Britain. For the sake of clarity, it is expressly stated that the term "direct marketing"refers specifically to marketing via email and/or sms.


Further, it is understood that permission marketing shall not allowed in Great Britan and the Affiliate shall therefore refrain from using this medium to promote the Company Websites.


The Affiliate shall not publish, through any medium whatsoever, advertising, or publish content which displays content, that:


- suggest that gambling can enhance personal qualities, for example, that it can improve self-image or self-esteem, or is a way to gain control, superiority, recognition or admiration;

- uses terms such as "free spins", "free cash" or "free" in general if there are wagering requirements that apply or if a customer was required to make a deposit;

- suggest peer pressure to gamble nor disparage abstention;

- portray gambling in a context of toughness or link it to resilience or recklessness;

- suggest gambling is a rite of passage;

- suggest that solitary gambling is preferable to social gambling;

- includes a child, young person or anyone who is, or seems to be, under twenty-five years of age. No-one may behave in an adolescent, juvenile or loutish way;

- exploits cultural beliefs or traditions about gambling or luck;

- condone or encourage criminal or anti-social behaviour;

- condone or feature gambling in a work environment


The Affiliates shall only promote those games which are listed by the Company as not being appealing to children. By way of example, the Affiliate cannot promote or display the Company's logos or trademarks generally in combination with or on same pages which include, games which may be appealing to under 18s (such as Jurassic Park, Jack and the Bean Stalk etc.) This list shall be made available to the Affiliate on demand. (The Company reserve the right to add or remove any games from the list immediately and without notice and entirely at the discretion of the Company. The Company shall not be held liable in the event that it exercises its right to remove any games from the list.)


In the event that, at any time the Affiliate is given discretion to provide the content of a promotion or to describe a promotion, the promotion must be fair and transparent and must necessarily include all the relevant Significant Conditions applicable thereto. For the purposes of this Annex B, the term "Significant Conditions" shall include, but not be limited to, conditions such as:


- Eligibility Restrictions

- Existence of any minimum or maximum deposits to receive the bonus

- Any maximum bonus amount that can be received (such as 100% deposit bonus up to 100)

- Existence of Wagering Requirement

- Time Restrictions

- Expiry Dates

- Any other method of play required or other restrictions that would potentially lead to the forfeiting of the bonus

- Details of Restricted Odds

- Details of Games which must be played

- Existence of a Max Bet

- Age restrictions


The above requirements apply in all cases and it shall not be an excuse that the promotion was limited by time and space (except as otherwise approved by the Company)


The Affiliate accepts and understands that the above-mentioned rules are not exhaustive and it shall further abide with all other relevant advertising and/or marketing rules issued by the Gambling Commission, the Competition and Markets Authority, the Advertising Standards Authority and the Information Commissioner's Office in the UK and any other competent authority that may have jurisdiction over the Company or the Affiliate from time to time.


Annex C - Netherlands Specific Conditions


The restrictions included within this Annex D are over and above those contained in Annex A.


Our policy is not to pay any commission for any new traffic (from the 15th March 2019 onwards) deriving from the Netherlands which is generated as a result of promotion on channels which breach the below conditions.


We do not permit any advertising of our brands on:


- .nl, or .be sites;

- Sites or other channels which are in Dutch irrespective of the top level domain;

- Sites or other channels which are in English however make specific reference to the Netherlands (such as "Best Dutch Online Casinos" or "Casinos that Accept Dutch Customers" or any similar sites or channels, including social media channels);

- Promotions of our brands on any site or other channel alongside any article which makes reference to the Netherlands, including also the legal situation in the Netherlands;

- Sites or other channels on which the iDeal payment method is referenced;

- Sites or other channels where there are specific Dutch themes;

- Sites or other channels that have a name which is typically associated with the Netherlands;

- Sites or other channels where the audience is typically Dutch;

- Any channel of an affiliate, if the affiliate itself promotes its brand in the Netherlands (such as in bars, on bus-stops, on Dutch TV, Dutch Radio etc.)


If you are unsure whether you are breaching the above conditions, please contact our affiliate team.

Annex D - Switzerland Specific Conditions

 

The restrictions included within this Annex D are over and above those contained in Annex A.


Our policy is not to pay any commission for any new traffic (from the 15th March 2019 onwards) deriving from Switzerland which is generated as a result of promotion on channels which breach the below conditions.


We do not permit any advertising of our brands on:


- .ch sites;

- Sites or other channels which are in English however make specific reference to Switzerland (such as "Best Swiss Online Casinos" or "Casinos that Accept Swiss Customers" or any similar sites or channels, including social media channels);

- Promotions of our brands on any site or other channel alongside any article which makes reference to Switzerland, including also the legal situation in Switzerland;

- Sites or other channels where there are specific Swiss themes;

- Sites or other channels that have a name which is typically associated with Switzerland;

- Sites or other channels where the audience is typically Swiss;

- Any channel of an affiliate, if the affiliate itself promotes its brand in Switzerland (such as in bars, on bus-stops, on Swiss TV, Swiss Radio etc.)