Version 1.0, 8th August 2025
These Terms and Conditions of use apply to the Affiliatez Programme. Please read and understand these terms and conditions before submitting an Application to become an affiliate with the Affiliatez Programme. Your acceptance of these terms and conditions forms a binding contractual Affiliate Agreement between You (“You”, the “Affiliate”) and Ganadu Gaming Limited (“the Company”, “Us”, “We”, “Our”) a company incorporated in the BVI, with Company Registration No. 2170093.
When registering as an affiliate with the Affiliatez Programme, You represent that you have read, understood and agreed to be legally bound by and comply with these terms and conditions. If You do not agree to the following terms and conditions, You should discontinue Your Application.
DEFINITIONS
General Definitions
Admin Fee
The value of Jackpot contributions, Games and Platform costs and operating costs.
Affiliate Agreement
These terms and conditions, together with any other contractual documents governing the Affiliate Programme that You may be required to accept, constitute the comprehensive “Affiliate Agreement” between the Parties. To the extent that these terms and conditions govern said contractual documents, any reference to “the Affiliate Agreement” therein shall also denote these terms and conditions. Furthermore, any reference to “this Affiliate Agreement” within these terms and conditions shall be deemed to include such other contractual documents.
For the avoidance of doubt, these terms and conditions shall supersede any other terms and conditions applicable to such contractual documents concluded between the Parties.
Affiliate
Means the individual or entity that participates in the Affiliate Programme and promotes the products or services of the Company in exchange for a commission or other agreed-upon compensation.
Affiliate Network
Refers to any individual or entity with whom You have a business relationship, operating on Your behalf to direct traffic to the Brands. This party does not hold a direct account with the Company but is linked to Your account. For clarity, this definition specifically excludes sub-affiliates.
Affiliate Programme
The Affiliate Programme is operated by Ganadu Gaming Limited.
Applicable Law
Means all laws, rules, regulations, directives, statutory instruments, by-laws, ordinances, codes, and decrees of any governmental authority, self-regulatory body, or court, whether national or international, that are binding upon the either Party or that affect the legality, validity, enforceability, or the rights and obligations of either Party in relation to this Affiliate Agreement or the operations carried out under it.
Application
Your application to join the Affiliate Programme via the Affiliate Programme site.
Approved Marketing Material
Our banners, text and/ or other online and offline promotional materials and certain Intellectual Property.
Brands
“Flamez” and any and all of the Group’s trademark registrations and applications, its taglines and marketing slogans, and any other brands (registered or unregistered) that the Group owns or uses, all as may be indicated by the Company from time to time.
Chargeback
The reversal of a payment made previously to the any Group entity operating the Websites by a Player, the credit card-issuing bank, or any other third-party payment solution provider. Chargebacks are regarded as Fraud for the purposes of calculating the Net Revenue.
Commission(s)
The amounts We owe You for services provided under this Affiliate Agreement. These are calculated based on the Revenue Share, CPA, or Hybrid model, as applicable, and apply across all Brands, not individually per Brand if a Player registers on multiple Brands.
CPA Deal
A Cost-Per-Acquisition (CPA) deal constitutes a remuneration model in which the Company provides You with a fixed, predetermined payment for each Player successfully acquired through your referral. Please note that all CPA Deals will be subject to an initial trial period to verify the legitimacy and profitability of the referred traffic.
Customer/Player
A first-time customer referred or directed by You in accordance with this Affiliate Agreement to a Product offered by the Group who can be linked to Your (or Your organisation’s) Affiliate Account and/or identity who registers a Player Account and makes a first deposit on the Website/s no later than thirty (30) days from registering a Player Account. For the avoidance of doubt, players who are already customers of the Group shall not be considered as ‘Referred Players’. Players who are referred to one of the Brands, won’t be automatically referred to all other Brands.
Customer Account or Player Account
The Customer / Player account that an individual creates on the Website(s) which enables them to use the Products.
Direct Marketing
Any form of direct marketing communication sent to one or more mailing lists, individuals or newsgroups, including without limitation via E-mail and/or SMS related to the Brands, whether directly or indirectly, or is sent or can be deemed to be sent on behalf of Us, irrespective of whether to the Customer of the Brands or otherwise.
Fraud
Any form of fraud committed by a Player, which in the sole opinion of the Company, is deliberately practised by a Player and/or an Affiliate in order to secure a real or potential, unfair or unlawful gain, including but not limited to:
– Fraud Costs;
– Chargebacks;
– Bonus abuse by a Player or group of Players;
– Your (or a third party’s) encouragement to a Player to abuse Our bonus offers;
– Collusion on the part of the Player with any other Player;
– Your (or a third party’s) offering or providing unauthorised incentives (financial or otherwise) to Players to encourage them to sign up;
– Dropping or stuffing cookies.
Fraud Costs
The costs incurred (financial or otherwise) by the Group as a direct or indirect result of Fraud committed by You, Your employees, sub-affiliates, business partners, Customers, and/or third parties linked to Your affiliate Account to whom You, as an Affiliate, have introduced Our Products.
Ganadu
Shall refer to the Company and any related group company responsible for the operational activities of the Company Websites.
Ganadu Group
Means, in relation to Ganadu, the Company and all affiliated and/or subsidiary companies forming part of the same corporate group as Ganadu Gaming Limited, as may be applicable.
Gross Win
The total revenue generated by all Products as a result of all bets and/or deposits by referred Players introduced to Us by You.
Intellectual Property
Any and all intellectual property rights of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trademarks, word marks, database rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URL, trade names or any other intellectual or industrial property rights (and any licences in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.
Markets
All Markets in which the Group operates.
Minors
Natural persons under the age of eighteen (18).
Negative Carry Over
In the calculation of the Commission, where the Net Gaming Revenue is negative due to but not limited to Customer winnings, Admin Fees, cash items, and/ or Progressive Contributions, the balance on Your Affiliate Account will be set to zero. However, a negative balance due to Fraud Costs, and the instances set out in clause 16.3 of this Affiliate Agreement shall be considered as Negative Carry Over.
Net Gaming Revenue
Net Gaming Revenue is calculated as Gross Win minus Player bonuses minus Fraud Costs, Progressive Contributions minus taxes (if applicable) and any other admin and/or network fees.
MyAffiliates
The commercial platform (or any other platform as may be indicated by the Company) used by the Company to track Your marketing campaigns.
Party
Either the Company or the Affiliate (jointly referred to as the ‘Parties’).
Progressive Contributions
A percentage of revenue generated on any progressive game that is paid over by Us into the network’s progressive pool.
Products
An online gaming product (including but not limited to Casino and Live Casino) for which professional gaming services are rendered by the Group.
Revenue Share Deal
A deal where You receive payment through a revenue share model that is tracked on MyAffiliates.
Affiliate Account
The Affiliate Account that an individual and/or a company creates on affiliatez.com which enables them to promote our Products.
Schedule(s)
The documents attached to this Affiliate Agreement further specify the arrangements between the Parties.
Spam
Unwanted or unsolicited email, SMS or any other form of communication sent indiscriminately to one or more mailing lists, individuals, or newsgroups. This shall include not having appropriate opt-ins and/or opt-outs prior to sending such communication and the lack of maintaining records of the same.
Ultimate Beneficial Owner
Shall refer to individuals owning, directly or indirectly, 25% (twenty-five) or more of the shares of a legal entity, the voting rights of a legal entity or an ownership interest of the legal entity.
Websites
Websites operated by Ganadu as communicated by Us to You.
Vulnerable Groups of Persons
Refers to, in any case, Minors, Young Adults (18 up to and including 23 years old), persons demonstrating an affinity for high-risk gambling behaviour, persons with intellectual disabilities, persons who are currently suffering from gambling addiction or have suffered from gambling addiction.
1 | Application and Appointment
1.1 | Your Application to be an Affiliate will be reviewed following submission, and You will be notified of Our acceptance or rejection of Your Application within a reasonable time. If the information provided by You is deemed insufficient and/or inaccurate, We reserve the right to withhold pay-out and reject Your Application to be an Affiliate. Please contact us if You have any questions during the Application process.
1.2 | Upon acceptance by Us, You hereby accept the appointment as an Affiliate partner of the Company. For the avoidance of doubt, any approval by Us does not imply that We may not re-evaluate Your Application at a later stage of the Affiliate Programme. You further acknowledge that this Affiliate Agreement does not grant You an exclusive right or privilege to assist Us in the provision of services arising from Your referrals and that You shall have no claims to any Commissions or other compensation on business secured by or through persons or entities other than You.
2 | Your Rights
2.1 | Licence to direct Customers to the Websites and use of certain Intellectual Property.
Subject to the terms and conditions of this Affiliate Agreement, We hereby grant You, for the duration of this Affiliate Agreement a non-exclusive, non-transferable, revocable, limited, royalty-free licence to (i) direct Customers to the Websites, in accordance with Applicable Laws, (ii) use the Approved Marketing Material as defined below (hereinafter referred to as “Licensed IP”).
2.2 | The licence, in conjunction with the Licensed IP granted to You in terms of this Clause, shall apply if the following conditions are adhered to:
– The Licensed IP may be used solely and strictly as required for You to fulfil Your obligations under this Affiliate Agreement;
– The Licensed IP may not be sub-licensed, assigned or otherwise transferred by You to any third party without Our prior written permission;
– You may not modify, alter, adjust, remove, crop, manipulate or create any derivative works of the Licensed IP;
– You shall not, during the term of this Affiliate Agreement or at any time thereafter, assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property rights in any action or proceeding of whatever kind or nature, and further You shall not take any action that may prejudice Our rights in the Intellectual Property (including but not limited to seeking intellectual property right related protection or file any application for such protection in any country worldwide for the Approved Marketing Materials), render the same generic, or otherwise weaken their validity or diminish their associated goodwill;
– You may not use the Licensed IP or any Intellectual Property of the Group in a manner that is confusing to Customers, in particular with regards to the origin of the marketed goods and services, portray Yourself as a member of the Group, or impersonate the Group in any way;
– You shall fully comply with Clause 7.4, Clause 8 and Clause 13 and any other terms of this Agreement, including any restrictions contained herein;
– No rights are granted to You except as expressly set out herein;
– We shall have a right to revoke this licence as provided herein at any time and without cause.
Notwithstanding anything to the contrary, the Company retains the right to request a written Affiliate Agreement signed by both Parties detailing any other terms which the Company at its sole discretion deems appropriate, such as any payment terms, methods of giving notices, other rights and obligations of both Parties and including a term during which You are allowed to make use of such Licensed IP provided You abide by the terms set forth by Us which shall be clearly stated within such Affiliate Agreement.
3 | Registration and maintenance of Customers
3.1 | You shall register all Customers and track their gaming activity. For the avoidance of doubt, the Company has the right to refuse Customers or close their accounts, if necessary, in order to comply with any regulatory or legal requirements in Applicable Laws, by way of example: not providing the Group entities operating the Websites with Identification Documents, Proof of Address, Source of Wealth or Funds, if they are found to be involved in fraudulent or obtaining funds from ill-gotten means.
3.2 | Financial reporting on Customers referred by You and related activity
The style, form, content and frequency of generated reports may, at Our discretion, vary from time to time. You will be provided with remote online access to generated reports of Referred Player activity and the Commissions attracted by that activity. To gain access to these online reports, You will need to use Your username and password as provided to You by the Company. We will provide You with a unique tracking link(s), but it is Your responsibility to ensure that the tracking links You use are in the correct syntax. We cannot track Players referred by You, if the links You use are incorrect, so You must ensure to copy the code exactly as presented in the affiliatez.com Affiliate centre. We will not be liable to pay Commissions on any referred Players who are not tracked due to modified tracking codes or links. It is Your responsibility to inform the Company immediately if the tracking link provided is broken or does not work correctly.
4 | Modification of the terms and conditions
We may amend, alter, delete, interlineate and/or add to these terms and conditions contained in this Affiliate Agreement at any time and in Our sole discretion, by posting a change notice or a new Affiliate Agreement on Our site. Any such updates may include, for example, changes in the scope of available Commissions, fee schedules, payment procedures, and referral programme rules. Any such updates to these terms and conditions shall be effective immediately upon notice, by sending a newsletter to Your designated email address, display on affiliatez.com and/or on MyAffiliates (‘Notice’), and shall supersede all previous versions. Your use of affiliatez.com and/ or continued marketing of Us or Our Products after such Notice is given to You will be deemed automatic acceptance of such amendments, alterations, deletions, interlineations or additions or the new Affiliate Agreement should these terms and conditions be replaced in their entirety. Be sure to review this Affiliate Agreement periodically to ensure familiarity with its most current version.
No purported modifications, amendments, alterations, additions, deletions or interlineations of this Affiliate Agreement by You are permitted or will be recognised by us. No employees, officers or agents of the Company may verbally alter, modify or waive any provision of this Affiliate Agreement.
5 | Your Warranties and Obligations
5.1 | By applying to be registered as an Affiliate, You warrant that the:
– The information You provide Us on registration is complete, valid and truthful;
– In the event You are a juristic or legal person, the person submitting the Application has the full right, power and authority to enter into this Affiliate Agreement on behalf of such entity;
– The execution of this Affiliate Agreement by such person, and the performance by You of Your obligations and duties hereunder, do not and will not violate any Affiliate Agreement to which You are a party or by which You are otherwise bound;
– That You have all requisite legal and authority to enter into this Affiliate Agreement and to carry out and perform Your obligations under the terms of this Affiliate Agreement;
– You shall comply with all Applicable Laws and regulations related to the performance contemplated under this Affiliate Agreement;
– Your performance of this Affiliate Agreement shall not infringe the Intellectual Property or any other rights of any third party, including without limitation the right of privacy, right of publicity, contractual or other right of any person, or constitute any libel or slander of any person.
5.2 | You shall take reasonable steps to ensure Your employees’ reliability and proper training and that such employees understand the data protection and marketing requirements applicable to the Affiliate, the Company and the wider Group.
5.3 | The Affiliate is to be aware that any operation from its end which runs counter to this Affiliate Agreement may result in very serious consequences for the Affiliate itself, for the Company, or for the Group including, without limitation, fines, penalties, breaches of licence conditions and ability to do business, as well as potential civil and criminal action against the Affiliate, the Company and/or the Group by the respective authorities.
5.4 | Without prejudice to any of the Company’s rights herein or at law, the Company may terminate this Affiliate Agreement, in part or in its entirety, or any of Your accounts should You act in breach of the foregoing and You shall be held fully responsible and liable for any such resulting fine, penalty, claim, action, or loss which is caused to us as a result of Your action or default as the case may be.
6 | Your website and Approved Layouts
6.1 | You are not allowed to register for the Affiliatez Programme if Your website is considered unsuitable. The classification of whether a website is unsuitable is to be determined at the sole discretion of the Company when evaluating Your Application prior to accepting or rejecting such. The Company reserves the right to reassess Your website at any point in time and deem it suitable or unsuitable at its sole discretion.
6.2 | In the absence of Our prior written approval, You will only be permitted to use Our Approved Marketing Material as made available at the Affiliatez Programme or as supplied directly to You by Us, and will not alter its appearance nor refer to Us. Our Products or Our/ their partners in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by Us and constitute the only authorised and permitted representation of Our Products sites.
7 | Marketing Compliance and Representation
7.1 | You shall, at all times, conduct all marketing activities in accordance with this Affiliate Agreement, in a professional and lawful manner and in strict compliance with all Applicable Laws, regulations and industry standards and in line with applicable authorities.
7.2 | Direct Marketing
You shall not send Spam to any person, whether a Customer or otherwise, at any time. Any form of Direct Marketing communication shall be strictly prohibited. Any Direct Marketing carried out that looks like it is coming directly from any of Our Brands or in the Company’s name, likeness, or copyrighted material shall be considered a material breach of this Affiliate Agreement with the respective consequences. Markets may have specific requirements when dealing with direct marketing. You are required to check those before You proceed with any communication, if applicable.
7.3 | Approved Marketing Material
7.3.1 | Once successfully registered as an Affiliate of the Company of one of the Brands, You will have access to Approved Marketing Material. You may place said materials on Your site and/ or utilise them via e-mail and/ or direct marketing and/ or social media and/or print media, but You may not use any Intellectual Property of the Group (notably without limitation the Brand or related trademarked material) with respect to mobile applications, notably without limitation as keywords for any mobile application or to impersonate Group or create confusion as to the origin and/or nature of the goods and services provided within the scope mobile application. These are the designated methods by which You may advertise Us.
7.3.2 | It will be Your responsibility to ensure that the use of such Approved Marketing Material is strictly in accordance with any specifications, obligations and/or limitations in these terms and conditions and any Applicable Law. We reserve the right to request You to take down any form of use of the Approved Marketing Material which it deems to be non-compliant with this Affiliate Agreement or Applicable Law or infringing Intellectual Property of the Group.
7.3.3 | Should You be in any doubt, please contact affiliates@ganadugaming.com before publication. All Approved Marketing Material must be kept current, and You shall utilise new Marketing Material forthwith after it is made available to You by Us.
7.4 | Before we approve Your account, we will advise You to share Your traffic sources and determine whether You are compliant.
7.5 | Any form of traffic that is generated from any medium that is aimed at Vulnerable Groups of Persons, promotes violence, includes narcotic material, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates any Intellectual Property rights, or are otherwise considered by Us to bring the Brands or Us into disrepute or prejudice the interests of the Group in any way or is capable of creation of confusion of the customers, is considered unsuitable, and constitutes a serious breach of this Affiliate Agreement.
You shall be responsible for monitoring Your networks and traffic sources regularly to ensure full compliance with this Clause at all times.
7.6 | Manipulation/Advising Players to the Detriment of the Brands
You shall not advise or incentivize Players You refer in any manner that would negatively affect the profitability of the affiliate relationship between You and us. Prohibited activities include, but are not limited to, advising Players about ways in which the Brands’ Products could be abused or manipulated.
7.7 | Restricted Territories
Affiliate marketing efforts may not be directed at any resident in any jurisdiction where their participation in online gambling would conflict with Applicable Law, for example, the United States of America and its dependencies, Russia or Belarus. In this regard, it is Your sole responsibility to understand and comply with all Applicable Laws in all the jurisdictions where Your Affiliate Sites are accessible and from where Players may originate.
We reserve the right to take legal action against You should You advertise Our Brands to individuals within jurisdictions where it is prohibited or in conflict with Applicable Laws.
7.8 | Non-Compliance
Any form of breach or non-compliance with this Clause 7 will result in Your account being placed under review immediately and any Commissions due to You being withheld pending an investigation. For the purpose of this Clause 7, Penalty shall mean the amount of the fees, which Affiliatez has paid to you for your advertising services during the past 12 months (“Penalty”). Affiliatez reserves the right to demand the refund of damages exceeding this amount. We shall be entitled to enforce the Penalty, which will be deducted from Your account. If this occurs, the amount of the Penalty will be deemed fair and acceptable to You. Should the Penalty and/or any additional payment due to Us (including without limitation expenses and/ or damages in dealing with such breach of this Clause or being blocked by third-party Internet Service Providers) not be covered by funds in Your account, We have the right to investigate other alternative means for obtaining these payments from You, including the right to demand direct payment from You.
The non-adherence to the terms may result in the immediate termination of the relationship between You and the Company.
Should You require more information regarding this Clause, please contact us at compliance@ganadugaming.com. Should You report any breach of this Clause, please contact us at compliance@ganadugaming.com.
7.9 | Representation of the Brands
You shall not make any claims, representations, or warranties in connection with any of the Brands, and You shall have no authority to, and shall not, bind Us to any obligations outside of this Affiliate Agreement unless agreed to in writing by Us.
8 | Good Faith, Ethical Conduct and Sub-Affiliates
8.1 | You will not knowingly benefit from known or suspected traffic which, in the reasonable opinion of the Company, is not generated in good faith, including but not limited to traffic generated via Spam or through the use of Intellectual Property of the Group (notably without limitation the Brand) in conjunction with mobile applications or contrary to these terms and conditions, whether or not this actually causes damage to Us or otherwise. For the avoidance of doubt, this includes undertaking any fraudulent activity whatsoever, including, for separate deals like Cost-Per-Acquisition (CPA), referring players which We deem low-value. In such cases, we reserve the right to withhold any payment of Commissions that may have been generated.
8.2 | Copying of Sites or Theft of Site Content
If it can be reasonably proven that Affiliate earnings have been lost due to an incident of copying theft, We reserve the right to pay revenue generated by the offending Affiliate to the aggrieved Party. Complaints in relation to this Clause should be sent by email for investigation.
8.3 | Your Restrictions and sub-affiliates
You shall not be entitled to any Commissions in relation to any sub-Affiliate if, in the case that You are a legal person, they are Your employee, director, shareholder and/or agent or, in the case that You are a natural person, they are Your employee, agent and/or direct family member.
8.4 | You shall not earn any Commissions on Your own Customer Account nor on the Customer Account/s of Your employees or family members.
8.5 | For the avoidance of doubt, any prospect of engaging sub-affiliates by You shall be first communicated to Us and approved by Us in writing prior to any such use. We reserve the right to request any and all documentation required to on any such sub-affiliates.
9 | Confidential Information
Except as otherwise provided in this Affiliate Agreement, or except within the Group, or with the consent of any other Parties hereto, all Parties agree that all information, including, but not limited to, the terms of this Affiliate Agreement, business information and technology concerning Us or You, respectively, or any of Our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by such Party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such Party hereto or its Affiliates. During the term of this Affiliate Agreement, You may be entrusted with Confidential Information relating to the business, operations, or underlying technology of the Company, the Group and/ or the Affiliate Programme (including, for example, Commissions earned by You under the Affiliate Programme). You agree not to disclose or use the Confidential Information in any manner or share it with third persons or outside parties unless You have Our prior written consent or are legally obligated to do so and that You will use the Confidential Information only for the purposes necessary to further the purposes of this Affiliate Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Affiliate Agreement.
10 | Data Protection and Privacy
You understand and agree that for the purpose and in terms of this Affiliate Agreement, You shall not, whether for Direct Marketing or otherwise, process any personal data on behalf of any company belonging to the Group. In the light of the foregoing, with respect to any data that You process, as such process is to be deemed completely out of the scope of this Affiliate Agreement, You solely determine the purpose and means of processing, and therefore, You are in terms of Applicable Laws considered a controller of personal data and that You shall be solely responsible for and shall ensure its full compliance with, inter alia, all legislation, obligations and requests, by any authority in accordance with applicable EU data protection legislation or any legislation the jurisdiction in which You and the Company are domiciled or operate in. For the avoidance of doubt, the Brands or the Group shall not, under any circumstances, be considered a controller or a processor of personal data generated by the affiliate activities you undertake (such as clicks or conversions originating from your affiliate links), respectively, for the purposes of this Clause and/or this Affiliate Agreement, because no such personal data is shared or processed between You and the Group..
You warrant that You will cooperate fully and promptly with the Company in the event that the Company requests information on Your data protection practices, including Your cookie compliance, for any reason.
You shall make clear to any users of Your website, or any other website that is used by You in conjunction with this Affiliate Agreement, which cookies are in place and whether these cookies are used by You or by third parties. You shall obtain the respective user’s informed consent to the use of such third-party cookies and post a prominent link to the privacy/cookie policy, which shall provide detailed information about third-party cookies and an explanation as to how these can be disabled (for example, by providing information about how users can customise cookie settings in browsers). Throughout the term of this Affiliate Agreement, You warrant full compliance with any cookie-related laws that may be applicable and as updated from time to time.
11 | Your Account Information and Due Diligence
11.1 | To comply with Applicable Laws and any further requirements from the applicable regulators, You may be required to provide us with information on Your account details. You are hereby notified that we carry out verification procedures and that Your account may be blocked for access, suspended or closed if we suspect that You have supplied us with false and/or misleading information. In such cases, we reserve the right to withhold any payment of Commissions that may have been generated.
11.2 | The Company reserves the right to perform background checks on any Affiliate or any entities or natural persons related to the Affiliate. The Company may request any relevant documentation such as copies or certified copies of Your or any related entities’ company formation documents, including but not limited to Certificate of Incorporation and/or Registration, Company Policies and Ultimate Beneficial Owner Identification documents, as well as copies of documents associated with linked individuals, such as passports or other identification documentation, proof of addresses, source of wealth as part of Our Due Diligence Procedures, at all times and, for any reason, including (but not limited to) any further checks into the identity of the Affiliate, or any enquiries into the Affiliate’s corporate and personal history. The Company may also request any documentation previously provided which would have later expired or would no longer be valid for any reason, or to request any additional KYC documentation for any reason and at any time. Any non-completion or non-cooperation for documentation requests may result in the Account termination and/or transactions being withheld. The Company is not obligated to advise the Affiliates of such checks. Such activities may include the use of specific third party companies, who perform the investigations as required. The Company may decide at its sole discretion to terminate an Affiliate’s Account and withhold all funds in such Account on the basis that such an investigation provides a negative or uncertain conclusion.
11.3 | You confirm that You are compliant with all Applicable Laws.
11.4 | You confirm that any changes to Your corporate or personal information or any other relevant information shall be communicated to the Company within 15 (fifteen) working days from the change and that all information provided is correct to the best of Your knowledge, and that You are authorised to provide the Company with all relevant information required on behalf of Your company.
12 | Anti-Money Laundering
You may not directly or indirectly benefit from or be a party to any money laundering or related illegal activities. It is recorded that some jurisdictions in which We operate have strict laws on money laundering that may impose an obligation upon Us to report You to the federal or local authorities within such jurisdictions if We know, suspect or have reason to suspect that any transactions in which You are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Affiliatez Programme to facilitate criminal activity.
You shall comply fully and promptly with any anti-money laundering-related requests as may be required from You by the Company.
13 | Trademark Infringements
You acknowledge that the Group has registered trademarks in relation to the Brands and You therefore agree that You shall not infringe or threaten to infringe, or carry out any unauthorised use of the Brands, the Products, or any other Intellectual Property of the:
– Ad bidding: any bid made by You to any Internet search engine or mobile application on keywords including, without limitation, Flamez, Flamez Casino any other Group trademarks, and/or variations thereof or words that are confusingly similar, or
– Mobile Applications: use of the Brand, and/or Flamez, Flamez Casino and/or variations thereof or words that are confusingly similar as a name of a mobile application or name of the developer/operator of the mobile application Group during the term of this Affiliate Agreement or thereafter.
– In the event of a breach of this Clause 13, We will be entitled to exercise all means available to enforce or defend Our rights with respect to any given territory, and You shall fully comply with Our requests immediately and without delay.
14 | Correct use of URLs and Offer Limitations
14.1 | The use of Brand names, including without limitation Flamez, Flamez Casino trademarks or any variation of these names or any use of any words that are confusingly similar, in affiliate URLs is restricted and prohibited. Our Brand names may not be used in a derivative URL or Subdomain. For example:
– www.Yoursite.com/Flamez.html – Allowed
– Flamez.Yoursite.com – NOT Allowed
– http://www.YoursiteFlamez.com/ – NOT Allowed
– http://www.FlamezYoursite.com/ – NOT Allowed
14.2 | You shall not offer any rake-back, cash-back, value-back, or similar offers other than the Programmes offered by Our Brands.
15 | Information Security
You are obliged to abide by Clause 10 of these terms and conditions.
Processing or possession of any Player information is against our terms of service. If You end up with any Player’s personal data in Your possession, You must immediately advise [dpo@ganadugaming.com](mailto:dpo@ganadugaming.com) so that it may be investigated. Failure to abide by the above will be considered a breach and may trigger any necessary actions as described under this Agreement.
16 | Affiliate Deal Payment Models and Terms
16.1 Please refer to Your account on MyAffiliates for specific information regarding Your payment model and the relevant terms below for specific guidance relating to Revenue Share, CPA, or Hybrid Deals, as may be applicable.
16.2 | Terms Applicable to Revenue Share Deals
Under the Revenue Share Deal, You will receive a payment based on income generated by Players referred by You to each Brand, based on the model outlined below.
We reserve the right to change such a model at any time and without notice.
Calculation of revenue share is calculated as follows:
– Earnings between €0.01 and €5,000 – 25% Net Gaming Revenue across all Products by the Players.
– Earnings between €5,000.01 and €15,000 – 30% Net Gaming Revenue across all Products by the Players.
– Earnings between €15,000.01 and €30,000 – 35% Net Gaming Revenue across all Products by the Players.
– Earnings over €30,000.01 – 40% Net Gaming Revenue across all products by the Players.
16.3 | Negative Carry Over
You are eligible for payment on the balance of Your earnings. Negative commission balances in respect of Revenue Share Deals will be set to zero and there shall be no Negative Carry Over in the following month(s) save as set out below.
If in any given calendar month, a Customer generates negative commissionable revenue of at least €100,000 (one hundred thousand Euro) then such Customer shall be considered a ‘High-Earning Customer” in Our system. In calculating the Commission for such High-Earning Customers, where commissions generated by You results in a negative amount in any calendar month(s), then We shall have the right to carry forward such negative amounts and the negative amounts will be applicable to and set off against any future Commissions payable to You until the negative balance has been fully set off against future positive commission. If any High-Earning Customer has a negative commissionable revenue which is higher than €100,000 (one hundred thousand Euro) in the last calendar month prior to the current unbilled calendar month then this negative commissionable revenue will be considered as Negative Carry Over and used to calculate the Commission for the current unbilled calendar month.
16.4 | Terms Applicable to Cost Per Acquisition (CPA) Deals
Under any CPA Deal, You will receive a predetermined amount for each Player, as agreed with the Affiliate. There shall be no revenue share component under this model. We reserve the right to change the CPA Deal at any time without notice.
Unless agreed otherwise between the Parties in writing, the first fifty (50) Players referred by You under the CPA Deal are to be seen as a test phase in which We will assess their quality. After the test phase has been completed, We shall, at Our sole discretion, determine whether to continue the campaign, amend pricing, or renegotiate the volumes and/or CPA amounts based on the results obtained in the testing phase.
You shall only qualify for a commission under the CPA Deal if Your referred Players make a deposit on the Website(s) within thirty (30) days. All deposits made by the Player outside of the thirty (30) day window shall be considered late conversions, and You shall not be eligible for the Commission.
16.5 | Terms applicable to Hybrid Deals
Under any Hybrid Deal, Your payment will contain elements of a Revenue Share Deal and a CPA Deal based on the abovementioned models.
To avoid doubt, the terms applicable to Revenue Share Deals and those applicable to CPA Deals as outlined in this Clause, shall also apply to Hybrid Deals.
16.6 | Payment Options
Payment shall be made by Us to You by way of the method selected by You upon registration or accessible through the ‘payment information’ section of Your account at any time. You may only choose from:
– Skrill
– Bank wire transfer.
If selecting ‘bank wire transfer,’ Your bank account must be able to receive euro amounts.
Should You fail to register a valid payment method and full correct details upon acceptance of these terms and conditions, we will not contact You to inform You to update Your details. Please contact us in case You experience any issues with registering a payment method.
We shall not be liable to You in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising. However, we aim to process the Commission earned by You in the previous calendar month by the 15th of the following month.
17 | Cross-Tracking
We will endeavour to ensure that all Players are cross-tracked to Products that You have chosen to promote if a Player chooses to play a product other than the advertised product.
18 | Term and Termination
18.1 | Term
The terms of this Affiliate Agreement shall commence on the date on which the Company confirms Your Application to join the Affiliate Programme and shall continue until terminated on notice by either Party.
18.2 | Termination
Either Party may give notice of termination in writing to the other at any time. Delivery via e-mail will be considered a written and immediate form of notification, and the Affiliate Agreement shall accordingly terminate immediately.
We reserve the right to terminate this Affiliate Agreement immediately upon any breach of this Affiliate Agreement by You or Your Affiliate Network.
For the avoidance of doubt, if You hold multiple accounts, we reserve the right to terminate each account separately or to exercise any termination right that emerges in relation to one account against other accounts, at our sole discretion.
18.3 | Consequences of Termination
In the event of termination of this Affiliate Agreement for any reason:
You will promptly return to Us any Confidential information and/ or Customer Information and all copies of it in Your possession, custody and control, and upon request, irrevocably destroy any Confidential Information belonging to Us and cease all uses of any Licensed IP. You will take immediate steps to transfer ownership to the Company and/or the Group, as the case may be of any derivative URL established by You at a cost to the Company not exceeding that incurred by You in registering the derivative URL but not the costs incurred in developing the derivative URL. You and the Company and our electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Affiliate Agreement. Termination will not exculpate You from any liability arising from any breach of this Affiliate Agreement that occurred prior to termination and shall not affect or limit in any way Our rights pursuant to Clause 20.4. You will only be entitled to unpaid Commissions (if any) earned by You on or prior to the date of termination. However, if You have committed a breach of this Affiliate Agreement, You shall not be entitled to any unpaid Commissions generated after the breach occurred, irrespective of whether this Affiliate Agreement has been terminated or otherwise until such breach is remedied. You will not be entitled to any revenue generated after the date of termination. We may withhold the final payment for up to three months to ensure that the correct amount has been calculated and paid. If We continue to permit activity (generation of revenue) from Customers after termination, this shall not and shall not be construed to constitute a continuation or renewal of this Affiliate Agreement or a waiver of termination.
19 | Relationship of Parties
19.1 | The Parties are independent contractors, and nothing in this Affiliate Agreement will create any legal partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. You shall have no authority to make or accept any offers or representations on Our behalf. You shall not make any statement on Your site or otherwise, that conflicts with Clause 18.3.
For the avoidance of doubt, You shall be solely responsible for the actions of Your Affiliate Networks and for monitoring Your Affiliate Networks to ensure compliance with the terms of this Affiliate Agreement. You shall be held solely responsible for a breach of the terms of this Affiliate Agreement by Your Affiliate Network, and We shall be entitled to take any action against You, without limitation, available under this Affiliate Agreement in respect of such breach.
19.2 | You will not be treated as an employee with respect to any applicable statute, ordinance, rule, or regulation of any country.
20 | Indemnity, Disclaimers and Limitation of Liability
20.1 | Indemnity
You shall defend, indemnify, and hold the Company, the Group and Our electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with:
– any breach by You of any warranty, representation, or Affiliate Agreement contained in this Affiliate Agreement, the performance of Your duties and obligations under this Affiliate Agreement,
– Your negligence, or any injury caused directly or indirectly by Your negligent or intentional acts or omissions, or the unauthorised use of Our banners, copies and link or this Affiliate Programme;
– all claims, damages, and expenses (including, and without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of Your site;
– any proceedings, penalties or sanctions imposed by the relevant authorities as well as any costs and expenses of legal representation, attorney’s fees incurred in relation, arising out of or resulting from any breach or non-compliance, non-performance of this Affiliate Agreement or any part thereof, or non-compliance with Applicable Law.
20.2 | Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Programme, any Brands or payment arrangements (including, without limitation, their functionality, warranties of fitness, Product-ability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, We do not represent that our site’s operation (including service and tracking) will be uninterrupted or error-free. We will not be liable for the consequences of any such interruptions or errors.
20.3 | Limitation of Liability
Your liability, whether under contract, tort or otherwise (including any liability for negligent act or omission), shall not be in any manner excluded or limited and shall include, without limitation, also any liability for any indirect and consequential damages incurred by Us or the Group including loss of profits, revenue, business, contracts, anticipated savings.
For the avoidance of doubt, You shall be solely liable towards Us for breaches of this Affiliate Agreement by Your Affiliate Networks.
We will not be liable for direct, indirect, special, punitive, or consequential damages or for any loss of any nature whatsoever arising from or in connection with this Affiliate Agreement or the Affiliate Programme, even if we have been advised of the possibility of such damages.
Furthermore, Our aggregate liability arising with respect to this Affiliate Agreement and the Programme shall not exceed 10% of the total Commissions paid or payable by Us to You in the previous 6 months from when the respective breach occurred under this Affiliate Agreement.
Our obligations under this Affiliate Agreement do not constitute personal obligations of Our directors, officers, consultants, agents or shareholders. Any liability arising under this Affiliate Agreement shall be satisfied solely from the Commissions generated and is limited to direct damages.
20.4 | Remedies
Our rights and remedies in these terms and conditions shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Affiliate Agreement shall not preclude the exercise of any other provision.
You acknowledge that We may, without prejudice to any other right available,
– Immediately suspend Your membership in the Affiliate Programme and/ or
– In Our absolute discretion, not pay You any funds due to You as Commissions,
if You have committed a breach of this Affiliate Agreement, or if We are not satisfied with the information You are required to provide to us in terms of Clauses 7.3, 7.5, 7.6, 10 and 12.
Additionally, should Your account be inactive for a rolling period of six (6) months and as a result You do not generate at least ten (10) First Time Depositors (FTDs) during such period we reserve the right to mark Your account as ‘inactive’ and as a result, suspend or close Your Affiliate Account with immediate effect. If your account is suspended or closed, any outstanding Commissions may be forfeited. In cases where your account is suspended, We may consider re-activating Your Affiliate Account on conditions communicated by Us to You.
We further reserve the right to report You to the relevant authorities should We, in our absolute discretion, determine that we are obliged to do so in compliance with Applicable Law.
You acknowledge that damages or a Penalty may be inadequate for a breach or a threatened breach of this Affiliate Agreement and, in the event of a breach or threatened breach of any provision of this Affiliate Agreement, the respective rights and obligations of the Parties may be enforceable by specific performance, injunction, or other equitable remedy.
Nothing in this Affiliate Agreement shall limit or affect any of Our rights at law or otherwise for a breach or threatened breach of any provision of this Affiliate Agreement. This provision is intended to make clear that the enforcement of Our respective rights and obligations shall not be limited in any way.
The rights and remedies outlined in this Clause, and in these terms and conditions, may be exercised against any or all of Your multiple accounts at Our sole discretion.
21 Miscellaneous
21.1 Governing Law and Jurisdiction
This Affiliate Agreement will be governed and construed in accordance with the laws of the British Virgin Islands. Any disputes, controversy, or claim arising out of or in connection with this Affiliate Agreement shall first be attempted to be resolved amicably through good faith negotiations between the Parties to this Affiliate Agreement. If the dispute cannot be resolved within sixty (60) days, the Parties agree that such dispute, controversy, or claim shall be referred to and finally resolved by arbitration. The arbitration shall be administered by the BVI International Arbitration Centre (BVIIAC) in accordance with applicable Arbitration laws and rules as presently in force. The language of the proceedings shall be English, and the Parties shall decide together in good faith the number of arbitrators.
21.2 | Mutual Support
Both Parties shall mutually support each other in achieving the spirit, purpose, and object of this Affiliate Agreement.
You shall comply with, inter alia, all legislation, obligations and requests as required by the Company or by any authority in accordance with applicable legislation in the jurisdiction in which You or the Brands are domiciled or operate.
You warrant that You will cooperate with Us fully and promptly if the Company requests information on Your practices. You agree that We may monitor such practices to ensure compliance with applicable legislation. Should the Company discover non-compliance with any applicable legislation, We reserve the right to take any action which it deems necessary, including but not limited to terminating this Affiliate Agreement with immediate effect, immediate closure of Your account and withholding all funds due to You. You agree to indemnify Us for any damages suffered as a result of a breach of this Clause and this Affiliate Agreement, and the Company further reserves the right to take any action to which it may be entitled in the event that it suffers any damage whatsoever due to Your non-compliance with this Clause or this Affiliate Agreement.
21.3 | Third Parties
Nothing in this Affiliate Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Affiliate Agreement. For the avoidance of doubt, this Clause shall not apply to Affiliate Networks.
21.4 | Assignability and Inurement
You may not assign this Affiliate Agreement by law or otherwise without Our prior written consent. Subject to that restriction, this Affiliate Agreement will be binding on, inure to the benefit of, and enforceable against You and Us and Your and Our respective successors and assigns.
21.5 | Non-Waiver
Our failure to enforce Your strict performance of any provision of this Affiliate Agreement will not constitute nor be construed as a waiver of Our right to subsequently enforce such provision or any other provision of this Affiliate Agreement.
21.6 | Severability/Waiver
Whenever possible, each provision of this Affiliate Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Affiliate Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Affiliate Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
21.7 | Non-exclusivity
To avoid doubt, it is understood that this Affiliate Agreement shall not limit the Company to entering into similar Affiliate Agreements or providing similar services to or with other persons (an individual or a company).