Affiliate Terms
and conditions.

1. Introduction

These Terms and Conditions govern your participation in the IZIPARTNERS Program and form a binding agreement between you and IZIPARTNERS.

1.1. This Affiliate Program Agreement (the “Agreement”) sets out the terms and conditions governing your participation in the IZIPARTNERS Program.

It incorporates:
(i) the provisions outlined below (including, where applicable, the Schedules attached hereto); and
(ii) the terms of any individual insertion order or similar agreement that may be agreed upon between you and us from time to time (“IO”).

1.2. It shall be deemed that you have read and fully understood this Agreement, together with any agreed IO, before participating in the Program.

1.3. By ticking the box to confirm your acceptance of this Agreement (“Agreement Acceptance”), you acknowledge that you have read, understood, and agreed to be bound by these terms and conditions.

1.4. Should you have any questions regarding this Agreement or the IZIPARTNERS Program, please contact us at affiliate@izipartners.com.

2. Definitions and Interpretation

2.1 In this Agreement, the following terms shall have the meanings set out below:

“Additional Payments” means, where applicable, the Flat Fee and/or the Listing Fee.

“Administrative Fees” means any administrative fees charged by the Company in relation to the Affiliate Program.

“Affiliate”, “you” or “your” means the person, company or other entity detailed in the Application Form. This definition also includes “Partner”.

“Affiliate Account” means the account which you hold with the Affiliate Program and which is accessible through the Affiliate Program Site.

“Affiliate Program” means the IZI AFFILIATES program operated by the Company and made available through the Affiliate Program Site.

“Affiliate Program Site” means the website located at https://izipartners.com.

“Affiliate Portal” means the online platform located at https://affiliates.izipartners.com.

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

“Agreement Acceptance” has the meaning given in Section 1.3.

“Application Form” means the form completed by you to register for participation in the Affiliate Program, available through the Affiliate Portal or such other URL as may be designated by the Company from time to time.

“Application Approval” has the meaning given in Section 3.7.

“Affiliate Site” or “Affiliate Sites” means the websites, mobile applications, or Sent Marketing channels owned and operated by you, as specified in the Application Form or as otherwise agreed in an IO or Negotiated Plan, solely for the duration of such IO or Negotiated Plan.

“Affiliate Payments” means, where applicable, the Revenue Share Commission, CPA Commission, Hybrid Commission, Fixed Fee, Listing Fee and/or Sub-Affiliate Fee payable to the Affiliate.

“Applicable Laws” means all applicable laws, directives, regulations, marketing guidelines, rules, mandatory codes of practice or conduct, standards, judgments, judicial orders, ordinances and decrees imposed by any competent governmental or regulatory authority.

“Back Office” means the software used by the Company to administer and manage the Affiliate Program.

“Bonuses” means any credits, bonus funds, bonus points, or other promotional amounts.

“CPA Commission” means, where applicable, a fixed payment amount payable to the Affiliate for each Customer who, during the relevant IO or Negotiated Plan, (i) registers with a Promoted Site in accordance with this Agreement, (ii) makes the required minimum real money deposit as determined in the IO or Negotiated Plan, and (iii) wagers the required minimum amount as determined therein. For the avoidance of doubt, CPA Commission shall only apply where expressly agreed and only for the duration of the relevant IO or Negotiated Plan. Duplicate accounts and self-excluded players will be deducted from CPA part of the Commission. This latter stipulation takes effect unless an alternative was discussed and agreed to with the affiliate manager beforehand.

“Commission” means, where applicable, the Revenue Share Commission, CPA Commission and/or Hybrid Commission payable to the Affiliate.

“Company”, “we”, “us” or “our” means IZI INTERACTIVE Limited, the operator of the Affiliate Program.

“Customer” means a person who, during the term of this Agreement, (i) is not located in a Prohibited Territory, (ii) has directly entered a Promoted Site through Marketing Materials placed on an Affiliate Site, (iii) is identified by the Company as referred by the Affiliate through a Tracking Link, (iv) registers a valid account with the Operator, (v) has not previously opened such an account, and (vi) complies with all other criteria set out in this Agreement, any IO, or any Negotiated Plan.

“Cut-Off Date” has the meaning given in Section 8.14.

“Deductible Costs” means any third-party fees incurred by the Company or Operator, including but not limited to licensing fees, progressive jackpot contributions, transaction fees, game royalties, payment processing fees, verification and validation costs, software royalties, and any amounts arising from Fraud.

“e-Privacy Directive” means Directive 2002/58/EC together with its respective local implementing laws.

“Fixed Fee” means, where applicable, a fixed amount agreed in an IO or Negotiated Plan and payable only during the relevant term.

“CAP” means the maximum number of commissionable First-Time Depositors (“FTDs”) that an Affiliate may generate and be compensated for, as determined and agreed upon between the Parties. Where a CAP has been negotiated with an Affiliate, commission shall be payable solely in respect of the number of FTDs up to such CAP. An initial test CAP shall apply whereby commission shall become due and payable only in the event that the Affiliate generates a minimum of ten (10) valid FTDs across any brand, subject always to the Affiliate’s compliance with all requirements and conditions as discussed and agreed between the Parties.

“Fixed Fee Payment” means a pro-rata portion of the Fixed Fee corresponding to the number of days elapsed up to the applicable Cut-Off Date or Jurisdiction Cut-Off Date.

“Fraud” means any fraudulent or abusive act determined by us, any Group Company or the Operator (regardless of whether such action has resulted in any type of harm or damage to us, any Group Company or any Operator). Fraud shall include, without limitation: any actual or attempted bonus abuse by a Customer; your, or a third party’s, encouragement of bonus abuse by a Customer; any chargeback executed by a Customer in relation to their deposit; any collusion by a Customer; the opening of an Affiliate Account in breach of this Agreement; the offering or provision by you or any third party of unauthorised incentives, whether financial or otherwise; the offering or provision by you or any third party of cashback; the generation of Spam Traffic; any actual or attempted breach by you or a Customer of Applicable Laws; any act by you or a Customer which is intended to defraud us, any Group Company or any Operator; the registration of a person on a Promoted Site by use of a VPN, a proxy server, or the sharing of the same IP Pool; any attempt by you to artificially increase the number of Customers or the Commission payable to you; or any use by a Customer of any software program, robot, or external aid endowed with artificial intelligence to play on a Promoted Site.

“GDPR” has the meaning given to it in Section ‎18.3.

“Guidelines” means any guidelines that we may, at our sole and absolute discretion, provide to you by email or make available on the Affiliate Program Site, as may be amended from time to time.

“Group Company” or “Group Companies” means any entity directly or indirectly controlling, controlled by, or under common control with the Company. For these purposes, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract, or otherwise.

“Hybrid Commission” means, if and as applicable, payment to the Affiliate based on a combination of CPA Commission and Revenue Share Commission with respect to each Customer, becoming payable once the criteria applicable to the CPA Commission has been fulfilled. For the avoidance of doubt, Hybrid Commission shall only apply where expressly agreed in an IO or a Negotiated Plan, and only for the duration of such IO or Negotiated Plan.
“Intellectual Property Rights” means all intellectual property rights of any type or nature, including without limitation patents, copyrights, design rights, trademarks, trade dress, database rights, applications for any of the foregoing, moral rights, know-how, trade secrets, domain names, URLs, trade names, or any other intellectual or industrial property rights (and any licences in connection therewith), whether registered or registrable, subsisting in any jurisdiction worldwide.

“IO” or “Insertion Order” means an insertion order signed by the Company’s and the Affiliate’s authorised representatives, for a specific duration, which may stipulate a Commission different from the Standard Commission or Negotiated Plan and/or a different payment amount, together with any additional commercial terms.

“IP Pool” means a network comprising multiple IP addresses.

“Jurisdiction Cut Off Date” has the meaning given to it in Section ‎8.15.

“Listing Fee” means, if and as applicable, a one-time fixed amount payable to the Affiliate following the signature of an IO or the entry into effect of a Negotiated Plan, in consideration of the Affiliate displaying the Marketing Materials in a particular position on an Affiliate Site as agreed in such IO or Negotiated Plan.

“Listing Fee Repayment” means a repayment of the Listing Fee by the Affiliate to the Company, calculated as follows: (i) if the IO or Negotiated Plan is contingent upon delivery of an agreed number of Customers, repayment shall be a pro rata amount corresponding to the number of Customers not delivered by the effective date of termination; or (ii) in all other instances, repayment shall be a pro rata amount corresponding to the number of days not delivered from the effective date of termination through to the scheduled expiry of the IO or Negotiated Plan.

“Legal Age” or “Legally of Age” means the higher of: (i) eighteen (18) years of age; or (ii) the legal minimum age for real money gambling in the jurisdiction in which the customer is located.

“Marketing Materials” means the online marketing materials (including, without limitation, banner advertisements, button links, and text links) containing Tracking Links provided by us or made available through the Affiliate Program Site for the purpose of promoting a Promoted Site on the Affiliate Site.

“Marks” has the meaning given to it in Section ‎11.2.

“Negotiated Plan” means, if and as applicable, a Commission arrangement different from the Standard Commission, and/or a different Commission payment amount, which may also include additional commercial terms, agreed for a defined period of time and recorded through the Back Office.
“Net Revenue” means, in respect of a calendar month and with respect to the Promoted Site on which individuals became Customers under a Revenue Share Commission or Hybrid Commission, the aggregate of all such Customers’ real money bets on the Promoted Site, less: (i) monies paid out to such Customers as winnings; (ii) Bonuses granted to such Customers; (iii) Deductible Costs; (iv) returned transactions or uncollected (or refunded) revenues (including chargebacks or settlements of Customer claims); (v) Administrative Fees; (vi) charges levied by electronic payment or credit card organisations in respect of such Customers; (vii) amounts attributable to Fraud; (viii) stakes returned to Customers; (ix) bad debts, as determined in our sole discretion; and (x) licensing fees, gaming taxes, VAT, duties or similar mandatory payments imposed by authorities with jurisdiction over the Company, any Group Company or any Operator.

“Operator” means the operator and/or owner of a Promoted Site.

“Payment Method” has the meaning given to it in Section ‎8.5.

“Personal Data” means any information which can be used, directly or indirectly, to identify a natural person and which is processed by the Recipient in the performance of this Agreement.

“Pro Rata Repayment” means repayment of the Listing Fee by the Affiliate to the Company, calculated as follows: (i) if the IO or Negotiated Plan requires delivery of a specific number of Customers, repayment shall be a pro rata amount corresponding to the number of Customers not delivered by the Cut Off Date or Jurisdiction Cut Off Date; or (ii) in all other instances, repayment shall be a pro rata amount corresponding to the number of days not delivered after the Cut Off Date or Jurisdiction Cut Off Date until the IO or Negotiated Plan was due to expire.

“Prohibited Territories” or “Prohibited Territory” means, in respect of a Promoted Site, the jurisdictions from which such Promoted Site is not permitted or does not accept end users, as notified by us from time to time. Without limiting the foregoing, Prohibited Territories include: Afghanistan, Albania, Algeria, Angola, Antigua and Barbuda, Armenia, Australia, Austria, Belarus, Belgium, Brazil, Bulgaria, Burundi, Canada – Ontario Province, Cameroon, Central African Rep, Cuba, Cyprus, Czech Republic, Democratic Republic of Congo, Denmark, Egypt, Ecuador, Estonia, Ethiopia, France and French Territories, Gaza Strip, Georgia, Germany, Gibraltar, Greece, Greenland, Guinea, Guinea-Bissau, Guyana, Haiti, Iraq, Islamic Republic of Iran, Israel, Italy, Lebanon, Libya, Lithuania, Mali, Mozambique, Myanmar, Netherlands, Nigeria, North Korea, Norway, Pakistan, Panama, Philippines, Poland, Portugal, Puerto Rico, Romania, Russia, Saudi Arabia, Serbia, Slovenia, Somalia, South Sudan, Spain, Sweden, Tanzania, The United Kingdom, The United States of America, Trinidad & Tobago, Turkey, Ukraine (including territory of Crimea), Venezuela, Vietnam, West Bank (Palestinian Territory, Occupied), Yemen and any other jurisdictions in which using the Service is not legal.

“Promoted Site” or “Promoted Sites” means any website or application that is promoted through the Affiliate Program using the Marketing Materials on an Affiliate Site.

“Regulator” means any governmental, regulatory, or administrative authority, agency, commission, board, body, or official having jurisdiction over, or involved in the regulation of, the Company, any Group Company, or any Operator.

“Relatives” means a spouse, partner, parent, child, or sibling.

“Revenue Share Commission” means, if and as applicable, a percentage of Net Revenue as detailed on https://iziaffiliates.com/comissions (as amended from time to time by us) or at such other URL as designated by us, or as otherwise agreed in an IO or Negotiated Plan, in which case such arrangement shall apply only for the duration of that IO or Negotiated Plan. Revenue Share Commission may be suspended during the term of an IO or Negotiated Plan.

“Sent Marketing” means any form of electronic marketing communication, including, without limitation, WhatsApp, Telegram, email, SMS, and push notifications.

“Spam Traffic” means any deposits, revenue, or traffic generated at a Promoted Site, or in a Customer’s account on a Promoted Site, through illegal means or in bad faith, regardless of whether such activity causes harm to us, any Group Company, or any third party. Spam Traffic includes, without limitation, spam and false advertising.

“Sub-Affiliate” means a person or entity referred by you, via a sub-affiliate tracking link provided by us, to the Affiliate Program and approved by us to participate in the Affiliate Program.

“Sub-Affiliate Fee” has the meaning given to it in Section ‎19.5.

“Tracking Link” means a tracking URL through which we record the number of Customers directed to the respective Promoted Site by you.

2.2 Any phrase introduced by the terms “including”, “include”, “in particular” or similar expressions shall be construed as illustrative only and shall not limit the generality of the preceding words.

2.3 Where any definition in this clause imposes rights or obligations, it shall be treated as a substantive provision of the Agreement.

2.4 Headings are for reference only and do not affect interpretation

2.5 References to the singular include the plural and vice versa, where the context so requires.

2.6 References to any statute, regulation or directive include all amendments, consolidations or re-enactments thereof.

3. Application Form and Becoming a Member of the Affiliate Program

3.1 To become a member of the Affiliate Program, you must complete the Application Form.

3.2 You must ensure that the Application Form contains all information requested by us. If the information you provide is incomplete or inaccurate, this may result in a delay in the review of your Application Form or in the rejection of your application to join the Affiliate Program.

3.3 If you are a natural person, participation in the Affiliate Program is permitted only if you are legally of age or older. If you are an entity, no person employed by you or otherwise engaged on your behalf may be below the Legal Age.

3.4 Acceptance of any Application Form is at our sole and absolute discretion. We are under no obligation to accept your application and we shall not be liable to you or to any third party for any rejection. We are not required to provide any reason(s) for rejecting an Application Form or for denying participation in the Affiliate Program.

3.5 We will notify you by email whether your Application Form has been approved and whether you have been accepted into the Affiliate Program.

3.6 If your Application Form is rejected, this Agreement shall immediately terminate and you will have no right to appeal such decision.

3.7 You shall not market or promote any Promoted Sites until we have confirmed by email that your Application Form has been approved and that you have been accepted into the Affiliate Program (“Application Approval”). For the avoidance of doubt, we shall not be liable to pay you any Affiliate Payments that may accrue prior to Application Approval.

3.8 We reserve the right at any time to request further documentation or information from you, whether related to your Application Form or otherwise. Such documentation may include, without limitation, proof of identity, proof of address, certificate of incorporation, certificate of registered address, certificate of good standing, or evidence of financial standing. We may, at our discretion, require such documents to be notarised by a public notary. You agree to provide all requested documentation and information without delay.

3.9 If any of the information provided by you becomes out of date or incorrect, you must immediately update such information through your Affiliate Account.

3.10 The Affiliate Account is provided solely for your own use and benefit. You shall not permit any third party to access or use your account, password, or identity. You are fully responsible for all activities conducted through your Affiliate Account and shall take all necessary steps to protect your access credentials. If you suspect that your Affiliate Account has been accessed or misused by a third party, you must notify us immediately. For the avoidance of doubt, we shall not be liable for any unauthorised activities conducted through your Affiliate Account or for any damages arising therefrom.

3.11 We may, at any time, request documentation verifying your beneficiaries and payment details. We shall not be obliged to pay any Affiliate Payments until such verification has been completed to our satisfaction. If you fail to pass verification at any time, we may terminate this Agreement with immediate effect.

4. Your Use of the Marketing Materials

4.1 From the date of Application Approval until the termination of your membership in the Affiliate Program, you may use the Marketing Materials solely for the purpose of marketing and promoting the Promoted Sites on the Affiliate Sites, in strict accordance with the terms of this Agreement.

4.2 You must at all times use only the most up-to-date versions of the Marketing Materials when promoting the Promoted Sites.

4.3 You shall not alter, modify or amend the Marketing Materials, including the Tracking Links, unless you have received our prior written approval. Without prejudice to our other rights and remedies, if you make any alterations, modifications or amendments without prior written approval, we may render the Tracking Link inoperative.

4.4 Your use of the Marketing Materials must at all times comply with all Applicable Laws.

4.5 You shall not use the Marketing Materials on any Affiliate Site that breaches Applicable Laws.

4.6 You shall not use the Marketing Materials on any Affiliate Site that infringes third-party Intellectual Property Rights.

4.7 We may at any time request that you adjust the positioning of the Marketing Materials, cease using specific Marketing Materials, or replace them with alternative Marketing Materials. You agree to comply with such requests immediately.

4.8 You shall not provide or distribute the Marketing Materials to any third party.

4.9 You agree to cooperate fully with the Company to establish, maintain and properly implement the Marketing Materials, including the Tracking Links.

4.10 We may, at our sole discretion and at any time, amend our tracking system or reporting format. Notice of such amendments may be provided by email.

4.11 If your use of any Marketing Materials, including any Tracking Links, is not in compliance with this Agreement, we may take any measures we deem necessary, including deactivation of such Marketing Materials or Tracking Links.

4.12 The parties may, from time to time, agree upon an Insertion Order setting out specific commercial terms.

5. Your Marketing of the Promoted Sites and Your Affiliate Sites

5.1 You shall immediately comply with the Guidelines, as amended from time to time, together with any additional policies, instructions, terms or conditions provided by us by email or published on the Affiliate Program Site.

5.2 You shall comply with all Applicable Laws, and you shall ensure that the Affiliate Sites also comply with all Applicable Laws.

5.3 You represent and warrant that you are the owner and operator of the Affiliate Sites.

5.4 You shall ensure that the Affiliate Sites do not infringe any third-party Intellectual Property Rights.

5.5 You shall immediately comply with any instructions issued by us concerning the marketing of the Promoted Sites.

5.6 The Affiliate Sites must not be designed to attract or appeal to persons under the Legal Age.

5.7 The Affiliate Sites must not be designed to distribute or promote spyware, adware, trojans, viruses, worms, spybots, keyloggers, or any other form of malicious or unwanted software.

5.8 The Affiliate Sites must not contain content which the Company deems unlawful, harmful, threatening, defamatory, obscene or harassing. This prohibition includes, without limitation:

(i) adult content, pornographic content or sexually explicit content (the “Excluded Content”);
(ii) content that is discriminatory, including on the basis of gender, race, religion, disability or sexual orientation;
(iii) content which is offensive, profane, hateful, threatening, harmful, defamatory, libellous or harassing; and
(iv) violent content.

Notwithstanding the above, and subject to our prior written consent (provided by email, Telegram, Teams or through an IO), the Affiliate Sites may include Excluded Content. Where we provide such consent in an IO, the Affiliate Sites may include the Excluded Content only for the duration of that IO. Where we provide such consent by email, Telegram or Teams, we may withdraw it at any time by written notice, upon which you shall immediately remove all Excluded Content from the Affiliate Sites.

5.9 You shall not, directly or indirectly, market or promote any Promoted Site to persons located in Prohibited Territories. No individual located in any Prohibited Territory shall be deemed a Customer under this Agreement.

5.10 Subject to our prior written consent, you may from time to time promote Promoted Sites by publishing bonus codes for special offers or promotions. All such activity must comply with this Agreement and with Applicable Laws.

5.11 You shall at all times market and promote the Promoted Sites:

(i) in compliance with Applicable Laws;
(ii) in a manner that does not infringe third-party Intellectual Property Rights; and
(iii) only to persons who are at or above the Legal Age.

5.12 You shall market and promote the Promoted Sites in a socially responsible manner. Without limitation to the foregoing, you shall not, directly or indirectly:

(i) portray, condone or encourage behaviour that is socially irresponsible or that may cause social or emotional harm;
(ii) claim that gambling is free of the risk of financial loss;
(iii) promote behaviour that may lead to financial harm;
(iv) provide false or misleading information about the Company, its products, services and/or probability of gambling winnings;
(v) suggest that skill can influence the outcome of games of chance;
(vi) suggest that it is possible to gamble anonymously or without holding an account with an online operator;
(vii) target or appeal to persons under the age of 18;
(viii) show, condone or encourage criminal or anti-social behaviour;
(ix) suggest that gambling is a solution to personal, professional or educational problems;
(x) claim that gambling leads to social success, enhances personal qualities, or improves self-esteem;
(xi) promote gambling as an alternative to employment, financial investment or a solution to financial problems;
(xii) imply that gambling is more important than family, friends, work or education;
(xiii) exploit the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of individuals or vulnerable persons;
(xiv) suggest that gambling leads to sexual success or attractiveness; or
(xv) suggest or apply peer pressure to gamble or disparage abstention from gambling.

5.13 Subject to Sections 11.5 and 11.6, you may conduct keyword bidding and pay-per-click advertising in relation to the Promoted Sites.

5.14 You are solely responsible for the operation and content of the Affiliate Sites, including without limitation (i) the accuracy and completeness of all information published thereon, and (ii) the commercial communications requirements under the Applicable Laws.
The Affiliate is solely responsible for ensuring that all promotional activities, advertising content, and disclosures comply with the Applicable Laws, regulations, and guidelines, including but not limited to consumer protection laws, data privacy regulations, and commercial communication regulations. The Company shall not be held liable for any legal violations, penalties, claims, or damages arising from the Affiliate’s failure to comply with such obligations. The Affiliate further agrees to indemnify and hold harmless the Company from any and all liabilities resulting from such non-compliance.

5.15 Except for your use of the Marketing Materials in accordance with this Agreement, the Affiliate Sites shall not contain any content or materials from the Promoted Sites, nor may they copy or imitate the look and feel of the Promoted Sites.

5.16 You shall not advertise the Promoted Sites in any manner that has not been approved in advance by us.

5.17 You shall not market or promote the Promoted Sites through any form of Sent Marketing, unless this has been expressly agreed in an IO or a Negotiated Plan, and then only for the duration of that IO or Negotiated Plan.

5.18 Where a Listing Fee is payable, you shall ensure at all times that the Marketing Materials are displayed in the agreed position on the Affiliate Sites, as specified in the relevant IO or Negotiated Plan.

6. Your Electronic Marketing of the Promoted Sites

6.1 In the event that we agree, through an IO or Negotiated Plan, that you may use Sent Marketing, you represent and warrant that all such Sent Marketing and all marketing activities through your direct channels shall comply fully with this Agreement, including this Section 6, and with all Applicable Laws relating to the promotion of the Promoted Sites.

6.2 You acknowledge and agree that you are solely responsible for your own actions towards Customers, and for ensuring that all Sent Marketing complies with Applicable Laws, privacy laws, the GDPR and the e-Privacy Directive, and that it does not infringe any such legislation.

6.3 You further represent and warrant that all Sent Marketing:

6.3.1 clearly and unambiguously identifies that you are advertising the Promoted Site, and not any third party, its products or its websites, and that such advertising is sent by you and not by the Company, any Group Company or the Operator;
6.3.2 includes a clear and unambiguous indication that it is a commercial communication;
6.3.3 is never sent to any individual below the Legal Age;
6.3.4 includes your true name in the “From” field of any email, and not a sales pitch or marketing message, and clearly identifies you as the sender. You shall not falsify, disguise or otherwise attempt to conceal your identity. For the avoidance of doubt, you may not give the impression that any Sent Marketing originates from us;
6.3.5 includes a functional opt-out or unsubscribe mechanism, such as an “unsubscribe” button, together with a valid operational email address to which the recipient may respond in order to unsubscribe. You shall not send any further Sent Marketing to any individual who has indicated, by any means, that they do not wish to receive further marketing communications;
6.3.6 contains a link to a privacy policy; and
6.3.7 where you engage third parties to provide Sent Marketing, you shall bear full responsibility for ensuring that such third parties comply with this Agreement and with all Applicable Laws.

6.4 Prior to sending any Sent Marketing, you must obtain the recipient’s prior opt-in consent. Such consent must be freely given, specific, informed, affirmative, and must involve a clear indication by the recipient that they agree to receive electronic marketing communications.

6.5 Any Sent Marketing linked to the Promoted Sites must contain a valid and functional unsubscribe link. All Sent Marketing relating to the Promoted Sites must comply with Applicable Laws, marketing guidelines, and any instructions or guidelines provided by us, whether by email or on the Affiliate Program Site.

6.6 You shall maintain accurate and up-to-date records of all opt-out requests received from recipients of Sent Marketing.

6.7 You shall ensure that your mailing lists are suppressed to exclude any individuals who are self-excluded from any gambling platform, including but not limited to gambling websites or applications, as well as any other individuals who must not receive marketing communications relating to the Promoted Sites. In particular, you shall ensure that no player who has self-excluded from any of the Promoted Sites receives any promotion following such self-exclusion. You accept full responsibility for the content and conduct of all marketing activities carried out under this Agreement.
Notwithstanding the foregoing, if you receive a complaint from a recipient of any Sent Marketing initiated by you, you shall notify us within twenty-four (24) hours.

6.8 If we receive any complaint, request or inquiry from a recipient of Sent Marketing or from any competent authority concerning your Sent Marketing or your compliance with GDPR or other Applicable Laws, you shall, immediately and with no delay, upon request, provide us with full and accurate information regarding the relevant recipient, including but not limited to the source of their personal data, the manner in which it was obtained, evidence of their opt-in consent, and any other details we may reasonably require. You shall respond to such requests within two (2) business days of receipt.

6.9 You expressly authorise us to disclose information about you, as the Data Controller responsible for GDPR compliance in relation to the processing of personal data of Sent Marketing recipients, to any person who has submitted a complaint, and/or to any competent authority. You further agree to immediately co-operate with and assist us by providing any relevant information, including your responses under Section 6.8, as may be required.

7. Commission

7.1 From the date of Application Approval, the default Revenue Share Commission published at https://izipartners.com/commissions (the “Standard Commission”) shall apply to all Customers referred by you in accordance with this Agreement.

7.2 From time to time, we may agree with you a Negotiated Plan (subject to Section 8.8) providing for a commission structure different from the Standard Commission. For the duration of such Negotiated Plan, the Standard Commission shall be suspended. During the term of the Negotiated Plan, we shall not be liable to pay you any Commission in respect of Customers generated prior to the Negotiated Plan coming into effect. Upon the termination or expiration of the Negotiated Plan, whichever occurs first, the Standard Commission shall again apply to all Customers.

7.3 Where a Negotiated Plan has been agreed, we may also agree with you an IO, in which case the Negotiated Plan shall be suspended for the duration of the IO, and the Standard Commission shall likewise be suspended. During the term of the IO, we shall not be liable to pay you any Commission in respect of Customers generated prior to the IO coming into effect. Upon termination or expiration of the IO, whichever occurs first, the Negotiated Plan shall again apply. If the Negotiated Plan is terminated during the term of the IO, the Standard Commission shall apply to all Customers following such termination.

7.4 Notwithstanding Sections 7.2 and 7.3:

(a) if we agree in a Negotiated Plan and/or an IO to pay you solely a CPA Commission, once such CPA Commission has been paid with respect to a Customer, no further Commission shall be payable in respect of that Customer;
(b) if we agree in a Negotiated Plan and/or an IO to pay you a Hybrid Commission, once the CPA component of the Hybrid Commission has been paid, no further CPA Commission shall be payable in respect of that Customer;
(c) if we agree in a Negotiated Plan and/or an IO to pay you a Hybrid Commission, and a person commences but does not complete the criteria required to qualify as a Customer for the CPA component during the term of the Negotiated Plan and/or IO, no Commission shall be payable in respect of that person; and
(d) if we agree in an IO to pay you a Hybrid Commission or a Revenue Share Commission while a Negotiated Plan providing solely for CPA Commission is in effect, then following the termination or expiration of the IO, the Negotiated Plan shall again apply, and no further Commission shall be payable with respect to Customers generated during the IO.

7.5 Any amendment to an IO and/or Negotiated Plan shall not apply retroactively to Customers generated prior to the amendment coming into effect, and shall apply only in respect of Customers generated thereafter, for the remainder of the duration of the IO and/or Negotiated Plan.

7.6 We may, from time to time, agree Additional Payments with you through an IO and/or Negotiated Plan.

7.7 For the avoidance of doubt, the terms of an IO and/or Negotiated Plan shall not survive its termination or expiration.

7.8 You undertake that you shall not become a Customer. No Commission shall be payable in respect of you becoming a Customer. If you are a natural person, no Commission shall be payable in respect of any of your Relatives becoming a Customer. If you are an entity, no Commission shall be payable in respect of any director, officer or employee of such entity, or in respect of any of their Relatives, becoming a Customer. In addition, the number of Customers permitted per household computer, tablet device or mobile device is limited to one.

7.9 You acknowledge and agree that our measurements and calculations regarding the number of Customers and the calculation of Commission and Sub-Affiliate Fees shall be final. Any further review of such figures shall be at our sole discretion.

7.10 Payment of Commission will be made through our Affiliate Wallet. Due to existing regulations, Affiliates may be required to comply with our measures for identity verification and “Know Your Customer” (KYC) and/or Know Your Business (‘KYB’) documentation before a withdrawal can be accessed.

8. Payment

8.1 All Affiliate Payments shall be made in Euros (€). For the avoidance of doubt, we shall not be liable for any currency conversion charges or for any charges associated with transferring funds to your selected Payment Method.

8.2 We shall make available to you, through the Affiliate Program Site, a record of the number of Customers, the Commission, the Sub-Affiliate Fee, and any Additional Payments generated in the relevant calendar month. Payment will be made in the following month. In order to ensure accurate tracking, reporting and calculation of Customers and Commission, the Marketing Materials, including Tracking Links, must be properly implemented and formatted.

8.3 If the total Affiliate Payments due to you in any calendar month is less than one hundred Euros (€100), the balance will be carried forward to the next month until the cumulative amount reaches or exceeds €100.

8.4 Unless otherwise agreed in an IO, and subject to your compliance with this Agreement, the Commission and Sub-Affiliate Fee shall be paid monthly in arrears, following receipt of a valid invoice from you for the relevant calendar month. The Listing Fee shall be payable, subject to receipt of a valid invoice, following execution of the relevant IO or the coming into force of a Negotiated Plan, as applicable. The Fixed Fee shall be payable monthly in arrears, subject to receipt of a valid invoice. We shall settle any undisputed invoice within twenty (20) days of receipt.

8.5 Payments will be made to the Payment Method specified in your Application Form (“Payment Method”). If payment cannot be processed due to incorrect or incomplete details provided by you, or if payment is made to the wrong account as a result of such details, we shall have no liability in respect of such non-payment.

8.6 Where payment cannot be processed due to incorrect or incomplete Payment Method details, we may deduct from your Affiliate Payments a reasonable amount reflecting the cost of any investigation and administrative work carried out. For the avoidance of doubt, we are under no obligation to perform such investigation or administrative work.

8.7 If for six (6) consecutive calendar months we are unable to transfer Affiliate Payments to you due to incorrect or incomplete Payment Method details, or for any other reason beyond our reasonable control, we may retain such Affiliate Payments and shall have no further liability to you in respect thereof.

8.8 If a Negotiated Plan applies, we reserve the right to amend the Commission structure, Commission amount, or the qualification criteria for Commission (including Customer qualification criteria). Any such amendment shall take effect only after we have notified you of the change and the effective date.

8.9 We may withhold any Affiliate Payments generated in breach of this Agreement.

8.10 Any Affiliate Payments are conditional upon the Company actually receiving the corresponding payment from the Operator.

8.11 You are solely responsible for all taxes, charges, duties, imposts, contributions, levies or other liabilities applicable to any payments made to you under this Agreement, in any jurisdiction. All Affiliate Payments are deemed inclusive of such amounts. We shall not be obliged to increase any payment in respect of such liabilities. We may deduct and withhold from any payment due to you any amount required to be withheld under Applicable Laws, and any such amount shall be deemed paid to you.

8.12 We apply a “No Negative Carry Over Policy” in relation to Revenue Share Commission and the Revenue Share component of a Hybrid Commission. This means that if Net Revenue is negative in any calendar month, the Commission for that month shall be deemed zero. However, if the negative balance arises from Fraud or breach of this Agreement, we reserve the right to offset such negative amount against future Affiliate Payments until fully recovered.

8.13 We reserve the right to set-off any amounts you owe to us against Affiliate Payments otherwise payable to you. We may also set-off against any amounts payable to you any liabilities arising from your breach of this Agreement or of any other agreement between us.

8.14 If a Promoted Site ceases to form part of the Affiliate Program (the “Cut-Off Date”), no further Affiliate Payments shall be due in respect of that Promoted Site. Where an IO or Negotiated Plan is in force at the Cut-Off Date and Additional Payments have been agreed with you, the parties shall negotiate in good faith to apply the value of any Pro-Rata Repayment to advertising for a different Promoted Site (“Alternative Advertising”). If no agreement is reached within fourteen (14) days of the Cut-Off Date:

(a) with respect to any Fixed Fee in effect at the Cut-Off Date, we shall pay you the applicable Fixed Fee Payment and shall have no further liability for Fixed Fees;
(b) if the Listing Fee has not been paid, we shall not be liable to pay it; and
(c) if the Listing Fee has already been paid, you shall immediately repay to us the Pro-Rata Repayment. From the Cut-Off Date, you shall immediately cease use of the Marketing Materials and cease marketing the relevant Promoted Site.

8.15 If a jurisdiction is not a Prohibited Territory at the time of Agreement Acceptance but later becomes a Prohibited Territory during the term of this Agreement (the “Jurisdiction Cut-Off Date”), no Commission shall be payable in respect of Customers located in or registering from that jurisdiction from the Jurisdiction Cut-Off Date. Where an IO or Negotiated Plan is in force at the Jurisdiction Cut-Off Date and Additional Payments have been agreed, the parties shall negotiate in good faith to apply the value of any Pro-Rata Repayment to advertising in a different jurisdiction (“Substitute Advertising”). If no agreement is reached within fourteen (14) days of the Jurisdiction Cut-Off Date:

(a) with respect to any Fixed Fee in effect at the Jurisdiction Cut-Off Date, we shall pay you the applicable Fixed Fee Payment and shall have no further liability for Fixed Fees;
(b) if the Listing Fee has not been paid, we shall not be liable to pay it; and
(c) if the Listing Fee has already been paid, you shall immediately repay to us the Pro-Rata Repayment. From the Jurisdiction Cut-Off Date, you shall immediately cease using Marketing Materials and cease marketing the Promoted Site in the relevant jurisdiction.

8.16 For the avoidance of doubt, a First-Time Deposit (lead) generated via Facebook, e-mail, SMS, or UAC sources shall be commissionable only if the deposit is made within thirty (30) days of the lead’s registration. Any such lead who makes a first-time deposit after the expiration of such thirty (30) day period shall not be commissionable.

8.17 Please note that under Maltese law, VAT is deducted at 18%. This VAT will be included in the deal.

8.18 Available payment methods:
Within Affiliate Program, Affiliates can withdraw their commission funds using the following payment methods:

a) Skrill
b) Neteller
c) Bank Transfer

8.19 A minimum amount of €100 (one hundred euro) may be withdrawn from the Affiliate Wallet at one time.

9. Fraud

9.1 We reserve the right to review and investigate any activity for possible Fraud, whether such Fraud arises on the part of a Customer or on your part.

9.2 Any investigation into potential Fraud shall not exceed ninety (90) days. During such investigation, we may suspend your Affiliate Account.

9.3 Without prejudice to Section 13.4, if we suspend your Affiliate Account during an investigation:

(a) we may withhold all Commission and Sub-Affiliate Fees accrued but unpaid prior to suspension;
(b) no Commission or Sub-Affiliate Fees shall accrue during the suspension period;
(c) if an IO and/or Negotiated Plan is in force (including a suspended Negotiated Plan) during the suspension period and Additional Payments would otherwise become payable, we shall have no liability to make such payments; and
(d) you must immediately cease marketing and promoting the Promoted Sites, including ceasing all use of the Marketing Materials.

9.4 Upon completion of our investigation into Fraud, we may lift the suspension of your Affiliate Account. In such event:

(a) you may resume use of the Marketing Materials to market and promote the Promoted Sites;
(b) we shall pay you any Commission accrued but unpaid prior to the suspension, provided such Commission does not relate to Fraud;
(c) we may retain any Commission determined to relate to Fraud;
(d) we shall pay you any Sub-Affiliate Fees accrued but unpaid prior to suspension;
(e) if an IO and/or Negotiated Plan is in force, it shall continue according to its terms; and
(f) if an IO and/or Negotiated Plan was in force prior to the suspension and a Listing Fee had been paid, upon lifting of the suspension you shall immediately restore the Marketing Materials to the agreed positions. Where the IO or Negotiated Plan is not based on the number of Customers delivered, you shall pay us a pro-rata repayment of the Listing Fee proportionate to the number of days your Affiliate Account was suspended relative to the total duration of the IO or Negotiated Plan.

9.5 Any instance of Fraud shall constitute a material breach of this Agreement by you. The Company shall not be held liable for any such instance of Fraud conducted by the Affiliate in connection with the Affiliate Programme. The Affiliate agrees to indemnify and hold harmless the Company, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising out of or related to any instance of Fraud made by the Affiliate. The Company reserves the right to immediately terminate the Affiliate’s participation in the programme and withhold any unpaid commissions if fraud or misconduct is suspected or confirmed.

9.6 We reserve the right to set-off from future Affiliate Payments any amounts already paid to you that are determined to relate to Fraud.

10. Additional Restrictions

10.1 You shall not, and you shall not permit, assist, or encourage any third party to:

(a) alter, redirect or otherwise interfere with the operation or accessibility of the Promoted Sites or any of their pages;
(b) copy or imitate the look and feel of the Promoted Sites, in whole or in part;
(c) acquire any rights to data relating to Customers;
(d) register as a Customer, or authorise or assist any person (other than by promoting the Promoted Sites in accordance with this Agreement) to register as a Customer;
(e) cause any Promoted Site (or any part thereof) to open in a person’s browser other than as a direct result of the person clicking on Marketing Materials;
(f) attempt to intercept or redirect traffic from the Promoted Sites, including by means of user-installed software;
(g) violate the terms of use or any applicable policies of any search engine;
(h) market or promote any Promoted Site within Prohibited Territories;
(i) attempt to circumvent any restriction in place to prevent persons from Prohibited Territories from becoming Customers of a Promoted Site, or attempt to disguise the geographical location of a Customer; or
(j) provide details of Customers to any third party, whether during the term of this Agreement or at any time after its termination.

10.2 You shall not use the Marketing Materials in any way that is detrimental to us, any Group Company, or any Operator. This includes, without limitation, use that damages or may damage the goodwill or reputation of us, any Group Company or any Operator.

10.3 You shall not market the Promoted Sites in any manner that competes with the marketing efforts of us, any Group Company or any Operator. By way of example only, this includes the placement of Marketing Materials on sites where we, any Group Company, or any Operator advertises the Promoted Sites.

11. Intellectual Property Rights

11.1 From the date of Application Approval and for the duration of this Agreement, and subject to your full compliance with its terms, we grant you a non-exclusive, revocable, non-sublicensable, non-assignable, and non-transferable licence to use the Marketing Materials solely for the purpose of displaying them on the Affiliate Sites.

11.2 You acknowledge that the Company, its Group Companies, or the Operators (as applicable) own, or have obtained the necessary licences, permits, and consents to use, all Intellectual Property Rights in the Marketing Materials and in the brands and trademarks relating to the Promoted Sites (together, the “Marks”). You agree that any use of the Marketing Materials or the Marks by you shall inure exclusively to the benefit of the Company, its Group Companies, or the Operators (as applicable), and that you shall acquire no rights in the Marketing Materials or the Marks as a result of such use.

11.3 All Intellectual Property Rights, and any goodwill arising from the use of the Marketing Materials, shall remain the sole property of the Company, its Group Companies, or the Operators (as applicable). Upon termination of the Affiliate’s participation in the programme, whether voluntary or involuntary, the Affiliate must immediately cease all use of the Company’s intellectual property, including the Marks, and remove all related content from their websites, social media channels, and other promotional platforms. Continued use of the Company’s intellectual property, as afore said, after termination is strictly prohibited and may result in legal action.

11.4 The Affiliate Sites shall not in any way resemble the look or feel of the Promoted Sites, nor shall you create any impression that an Affiliate Site is, or forms part of, a Promoted Site.

11.5 You shall not:

(a) register or apply to register any domain name that incorporates, consists of, or is confusingly similar to the Marks;
(b) bid on keywords or search terms related to the Marks;
(c) include metatag keywords on the Affiliate Sites that are the same as or similar to the Marks;
(d) use any sub-domain name that incorporates, consists of, or is confusingly similar to the Marks;
(e) open or operate any social media account incorporating, consisting of, or confusingly similar to the Marks;
(f) register or apply to register any trade mark in any jurisdiction that includes, incorporates, consists of, or is confusingly similar to the Marks; or
(g) purchase or register keywords, search terms, or other identifiers for use in any search engine, portal, social network, sponsored advertising service, or other search or referral service, which are identical or similar to the Marks. This restriction includes any words that are identical or confusingly similar to the name or domain name of the Promoted Sites, or of any websites or applications owned or operated by us, any Group Company, or any Operator.

11.6 If you are in breach of Section 11.5, you must immediately notify us. In such event, and at our instruction, you shall transfer to us (or to a company nominated by us) any applicable domain name, search term, sub-domain name, trade mark, or application for the same. Until such transfer is complete, you shall maintain the registration and shall not allow it to lapse. You agree to cooperate fully with us and to execute all documents and take all actions necessary to complete such transfer.

11.7 For the avoidance of doubt, your obligation under Section 11.6 applies to any Intellectual Property Rights registered or applied for prior to the effective date of this Agreement.

11.8 We may, at our sole discretion, withhold any Affiliate Payments due to you until such time as the relevant Intellectual Property Rights have been transferred to us or our nominated company to our satisfaction.

12. Representations and Warranties

12.1 You hereby represent and warrant to the Company that:

(a) all documents and information you provide to us, including without limitation those contained in the Application Form, are true, accurate, and complete;
(b) you will immediately comply with our instructions and with the Guidelines (as amended by us from time to time);
(c) you will comply with all Applicable Laws during the term of this Agreement, and your marketing and promotion of the Promoted Sites shall comply with all Applicable Laws;
(d) you shall comply with the Schedules to this Agreement, which forms an integral part of this Agreement;
(e) you shall obtain, maintain, and comply with all approvals, permits, certificates, authorisations, licences, and consents required to perform your obligations under this Agreement;
(f) you shall obtain, maintain, and comply with all approvals, permits, certificates, authorisations, licences, and consents required by Applicable Laws or any Regulator;
(g) you will not provide Marketing Materials to any third party;
(h) there is no legal, commercial, contractual, or other restriction which prevents you from fully performing your obligations under this Agreement;
(i) if you are an individual, you are of Legal Age;
(j) you have evaluated all relevant laws, including laws relating to the promotion of online gambling, and you are satisfied that you may enter into and perform this Agreement without breaching any Applicable Laws;
(k) you shall comply with and ensure: (i) that gambling is not a source of crime or disorder, is not associated with crime or disorder, and is not used to support crime; (ii) that gambling is conducted fairly and openly; and (iii) that children and vulnerable persons are protected from being harmed or exploited by gambling; and
(l) if you are a legal person, you are fully authorised to represent the said legal person.

13. Duration, Termination and Consequences of Termination

13.1 This Agreement shall commence upon Agreement Acceptance and shall continue until terminated in accordance with this Agreement.

13.2 Either party may terminate this Agreement, or any IO or Negotiated Plan, by giving twenty-four (24) hours’ prior written notice by email. Your termination notice must be sent to affiliates@izipartners.com with the subject line “Termination.” You may not terminate this Agreement if your Affiliate Account is under suspension.

13.3 Your participation in the Affiliate Program shall automatically terminate upon termination of this Agreement.

13.4 We may terminate this Agreement, or any IO or Negotiated Plan in force, with immediate effect on simple written notice by email, with no liability therefor, if:

(a) you are in breach (or we have reasonable grounds to believe you have breached) of any term of this Agreement;
(b) you are in breach of Applicable Laws or we reasonably believe you have breached Applicable Laws;
(c) you take any action which we reasonably believe exposes the Company, any Group Company, or any Operator to regulatory risk, reputational risk or repercussions in any jurisdiction; or
(d) any Regulator orders or requires the Company, a Group Company, or an Operator to terminate its relationship with you.

13.5 Termination of this Agreement for any reason shall automatically and immediately terminate any IO or Negotiated Plan in force at that time.

13.6 If this Agreement is terminated in accordance with Section 13.2 or Section 22, we shall pay you all Commission and Sub-Affiliate Fees due as at the effective date of termination, subject to this Agreement. If an IO or Negotiated Plan is in force at termination and Additional Payments have been agreed:

(a) we shall pay you a pro-rata portion of any Fixed Fee in effect at termination, calculated to the effective date;
(b) if we have not paid the Listing Fee, we shall have no obligation to do so; and
(c) if the Listing Fee has been paid, you shall immediately repay the Listing Fee Repayment.

We may withhold final Commission, Sub-Affiliate Fees, or Fixed Fees for up to ninety (90) days to ensure accuracy.

13.7 If this Agreement is terminated under Section 3.11, Section 13.4 or Section 19.9, we shall retain all Affiliate Payments and shall not be liable to make any further payments. If a Listing Fee has been paid in relation to an IO or Negotiated Plan in force prior to termination, you shall immediately repay the Listing Fee Repayment.

13.8 If an IO or Negotiated Plan is terminated under Section 13.2, Sections 7.2 to 7.4 shall apply. If Additional Payments were agreed under such IO or Negotiated Plan:

(a) we shall pay you a pro-rata portion of any Fixed Fee in effect at termination, calculated to the effective date;
(b) if we have not paid the Listing Fee, we shall have no obligation to do so; and
(c) if the Listing Fee has been paid, you shall immediately repay the Listing Fee Repayment.

14. Indemnification

14.1 You shall indemnify and hold harmless the Company, its Group Companies, the Operators, and their respective shareholders, directors, officers, employees, agents, successors, and assigns from and against any and all losses, penalties, fines (including from any Regulator), claims, demands, damages, costs (including legal costs), expenses (including consequential losses and loss of profit), and liabilities suffered or incurred directly or indirectly as a result of:

(a) your breach of this Agreement, including any representation, warranty, or obligation;
(b) your breach of Applicable Laws;
(c) any claim relating to the Affiliate Sites;
(d) any claim relating to your marketing or promotion of the Promoted Sites;
(e) any claim relating to your right to use the Marketing Materials on the Affiliate Sites;
(f) any action taken by a Regulator; or
(g) any act or omission by you.

15. Confidentiality

15.1 Any non-public information, belonging to us and/or owned by third parties, including but not limited to business strategies, pricing, customer data, marketing materials, technical specifications, and any other proprietary information, provided to you by us, whether before or during the term of this Agreement, shall be considered and treated as confidential (“Confidential Information”). You shall not disclose, reproduce, or use Confidential Information for any purpose other than fulfilling your obligations under this Agreement, and you shall not disclose it to any third party other than employees, officers, representatives, or advisers who require access for such purpose. You shall ensure such persons comply with this Section 15. You shall take all reasonable measures to protect such Confidential Information from unauthorized access or disclosure. This obligation shall survive the termination of the Affiliate’s participation in the programme.
All Confidential Information exchanged between the parties pursuant to this Agreement and any copies or abstracts made thereof shall upon written request of the disclosing party, after termination of this Agreement, either be returned to the disclosing party or, at the discretion of the disclosing party, be destroyed by the receiving party at its costs. Such request shall be notified in writing by the disclosing party to the receiving party within ninety (90) days after termination of this Agreement. In case of destruction, the receiving party shall confirm in writing such destruction to the disclosing party.
Disclosure of Confidential Information to third parties, including subcontractors or affiliated entities, is permitted only with the Company’s prior written consent and provided such parties are bound by confidentiality obligations no less stringent than those contained herein.
Any breach of this clause may result in immediate termination and legal action.
Any breach or threatened breach of this Agreement by the receiving party entitles the disclosing party to seek injunctive relief, in addition to any other legal or equitable remedies available to it at law, in any court of competent jurisdiction.

15.2 You shall not make any public announcement regarding this Agreement or your relationship with us without our prior written approval.

16. Disclaimers

16.1 your marketing and advertising of the promoted sites is at your own risk. the marketing materials, instructions, policies, guidelines and/or content provided by us are provided “as is.” we disclaim all warranties, express or implied, including fitness for purpose, merchantability, compliance with applicable laws, and non-infringement.

16.2 it is your sole responsibility to ensure that your marketing and advertising of the promoted sites complies with applicable laws. if you doubt or believe that marketing materials or other instructions, policies, or content provided by us do not comply with applicable laws, your sole remedy is to immediately cease marketing the promoted sites.

16.3 neither we, our group companies, nor the operators shall have any liability with respect to your marketing of the promoted sites, your use of the marketing materials, or your compliance with any instructions, policies, or guidelines.

16.4 we make no warranty that the affiliate program, the promoted sites, or the affiliate program site will be uninterrupted or error-free, and we shall not be liable for any consequences of interruptions or errors.

17. Limitation of Liability

17.1 The Company shall not be liable in contract, tort (including negligence), breach of statutory duty or otherwise for any:

(a) indirect, special, or consequential loss or damage;
(b) loss of opportunity, anticipated savings, or wasted expenditure;
(c) loss of contracts, business, profits, or revenues;
(d) loss of goodwill or reputation; or
(e) loss of data.

17.2 Our aggregate liability shall not exceed the lower of: (i) the total Commission paid to you under this Agreement during the three (3) months immediately preceding the event giving rise to liability; or (ii) ten thousand Euros (€10,000).

18. Personal Data

18.1 We collect and process your Personal Data, which may include email addresses, transaction details, IP addresses, your name, and (where applicable) the details of your employees.

18.2 By participating in the Affiliate Program and using the Affiliate Program Site, you acknowledge, agree to and accept the IZIPARTNERS Privacy Policy available at https://izipartners.com/privacy-policy, which forms part of this Agreement.

18.3 You warrant that you will process personal data strictly in accordance with the EU General Data Protection Regulation 2016/679 (“GDPR”), as well as all other Applicable Laws. By entering into this Agreement, you are deemed to have entered into the Data Protection Addendum in Schedule A.

19. Sub-Affiliates

19.1 You may introduce potential Sub-Affiliates to us, subject to our prior written approval.

19.2 Potential Sub-Affiliates must each complete and submit an Application Form, which we may accept or reject at our sole discretion.

19.3 Each Sub-Affiliate must accept and agree to the terms of this Agreement.

19.4 Sub-Affiliates shall receive commission directly from us of five percent (5%) of the revenue generated by their referred Customers.

19.5 You may receive a Sub-Affiliate Fee equal to a percentage of the commission paid to the Sub-Affiliate, subject to agreement with us and confirmation in the Back Office.

19.6 You shall not be entitled to any payment for Sub-Affiliates introduced by your Sub-Affiliates.

19.7 You undertake that no Sub-Affiliate introduced by you shall be (i) your Relative if you are an individual; or (ii) a director, officer, employee of your entity, or their Relatives, if you are an entity.

19.8 You further undertake that you shall not: (i) use the Sub-Affiliate scheme in bad faith; or (ii) offer or provide any incentive, financial or otherwise, to a potential Sub-Affiliate.

19.9 If we determine that you have breached Section 19.7 or 19.8, we may terminate this Agreement immediately with no liability therefor.

20. Amending the Agreement

20.1 We may amend this Agreement at any time at our sole discretion by posting an amended version on the Affiliate Program Site. Such posting shall constitute sufficient notice of the amendment.

20.2 Your continued participation in the Affiliate Program following such posting constitutes binding acceptance of the amendment. You should regularly review the Affiliate Program Site to remain aware of the current terms.

20.3 If you do not agree to be bound by an amendment, your sole remedy is to terminate this Agreement under Section 13.2.

20.4 Any IO may only be amended in writing signed by authorised representatives of both parties.

21. Suspension

21.1 Without prejudice to Section 13.4, we may suspend your Affiliate Account at our sole discretion. During suspension:

(a) we may withhold all accrued but unpaid Commission and Sub-Affiliate Fees;
(b) no Commission or Sub-Affiliate Fees shall accrue;
(c) we shall not be liable for any Additional Payments due under any IO or Negotiated Plan; and
(d) you must immediately cease promoting the Promoted Sites and using the Marketing Materials.

21.2 If the suspension is lifted:

(a) you may resume using the Marketing Materials;
(b) we shall pay you any accrued Commission not relating to a breach;
(c) we may retain any Commission related to a breach;
(d) we shall pay you any accrued Sub-Affiliate Fees;
(e) any IO or Negotiated Plan in force shall continue on its terms; and
(f) if a Listing Fee had been paid, you shall immediately reinstate the Marketing Materials in the agreed positions. If the IO or Negotiated Plan is time-based, you shall pay us a pro-rata repayment of the Listing Fee proportionate to the suspension period.

21.3 We reserve the right to set-off from future Affiliate Payments any amounts already received by you which relate to a breach of this Agreement.

22. Force Majeure

If the Company is prevented or delayed from performing its obligations under this Agreement by an event of Force Majeure, we shall have no liability for such non-performance during the continuation of the event. “Force Majeure” means any cause beyond our reasonable control, including but not limited to act of God, war, riot, civil disturbance, terrorism or attempted terrorism, fire, explosion, flood, storm, theft or malicious damage, pandemic, strike, lock-out, industrial dispute, injunction, defence requirement, acts or decisions of government or regulators, or inability to obtain power, labour, or materials. If a Force Majeure event continues for more than thirty (30) days, we may terminate this Agreement immediately.

23. General

23.1 Where and if applicable, in case of any discrepancy between translated versions of this Agreement, the English version shall prevail.

23.2 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, whether oral or written, relating to its subject matter.

23.3 You may not assign, transfer or subcontract your rights or obligations under this Agreement without our prior written consent. We may assign, transfer or subcontract any of our rights or obligations to a Group Company without your consent.

23.4 We may exercise our rights or fulfil our obligations through a Group Company.

23.5 You and the Company are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency, franchise, sales representative or employment relationship.

23.6 Our failure to enforce any provision shall not constitute a waiver of our right to enforce that provision subsequently.

23.7 Except for Group Companies, no third party has any right to enforce this Agreement.

23.8 If any provision is held void or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall agree a replacement provision as close as legally possible to the invalid one.

23.9 During and after the term of this Agreement, you shall not disparage us, our Group Companies, the Affiliate Program, the Promoted Sites, or the Operators.

23.10 Any provisions that expressly or by their nature survive termination shall remain in force, including but not limited to Sections 8.11, 8.13, 9.6, 13.6, 13.7, 14, 15, 16, 17, 21.3 and 23.

23.11 This Agreement shall be governed by the laws of Malta. Any dispute shall be subject to the exclusive jurisdiction of the courts of Malta.

SCHEDULE A

DATA PROTECTION AGREEMENT (DPA)

Company and Affiliate (“Partner”) (each, a “Party”, and together, the “Parties”) have entered into an agreement for the provision of services (the “Agreement”) and agree to these data protection terms (this “DPA”).

This DPA supplements the Agreement and is effective from the Terms Effective Date (as defined below). If you accept this DPA on behalf of Partner, you warrant that: (a) you have full legal authority to bind Partner to this DPA; (b) you have read and understand this DPA; and (c) you agree, on behalf of Partner, to this DPA. If you lack authority, do not accept this DPA.

If Partner is established outside the EEA or an Approved Jurisdiction, the Parties shall be deemed to enter into the Standard Contractual Clauses as set out in Schedule B (as applicable).

1. Introduction

1.1 This DPA reflects the Parties’ agreement on processing Personal Data in connection with Data Protection Laws.

1.2 Any ambiguity in this DPA shall be resolved to permit compliance with all Data Protection Laws.

1.3 If and to the extent Data Protection Laws impose stricter obligations than this DPA, Data Protection Laws shall prevail.

2. Definitions and Interpretation

2.1 For this DPA:
(i) Approved Jurisdiction means an EEA Member State or any country/territory for which an adequacy decision is in force by the European Commission (see current list on the European Commission website), or, where Maltese law applies, a country/territory approved by the Maltese Office of the Information and Data Protection Commissioner for data transfers.
(ii) Data Protection Laws means all applicable laws, rules, directives and regulations relating to data privacy, data security and the protection of Personal Data, including Regulation (EU) 2016/679 (GDPR), national implementing laws (including Malta’s applicable legislation), the e-Privacy Directive 2002/58/EC (and local implementing laws), and, where applicable, the Data Protection Act, Cap, 586 of the Laws of Malta, in each case as amended, replaced or re-enacted.
(iii) Data Subject means an identified or identifiable natural person to whom Personal Data relates.
(iv) Supervisory Authority means the competent supervisory authority within the meaning of Data Protection Laws (notably, for Malta, the Office of the Information and Data Protection Commissioner (IDPC)).
(v) “Personal Data” means any information relating to an identified or identifiable natural person that is processed by a Party under the Agreement in connection with its provision or use of the Services.
(vi) “Security Incident” means any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data. For clarity, any “personal data breach” constitutes a Security Incident.
(vii) “Standard Contractual Clauses (SCCs)” means, as applicable, the European Commission’s standard contractual clauses of 4 June 2021 (and any updates).
(viii) “Terms Effective Date” means the effective date of the Agreement.
(ix) The terms controller, processing, and processor have the meanings given in the GDPR. References to legislation include successor instruments.

3. Application of this DPA

3.1 This DPA applies only if:

3.1.1 Partner processes Personal Data made available by the Company in connection with the Agreement, or either Party processes Personal Data made available by the other in connection with the Agreement; and
3.1.2 Data Protection Laws apply to that processing.

3.2 This DPA applies solely to the Services covered by the Agreement and incorporated herein by reference.

4. Roles and Restrictions on Processing

4.1 Where Partner has access to or otherwise processes Personal Data under the Agreement, Partner shall:

4.1.1 process Personal Data only on documented instructions from Company, on Company’s behalf, and in accordance with the Agreement, this DPA and any attachments, unless required otherwise by applicable law (in which case Partner shall, where lawful, notify Company promptly);
4.1.2 take reasonable steps to ensure the reliability and confidentiality obligations of personnel authorised to process Personal Data, ensuring they are subject to appropriate confidentiality commitments or statutory obligations;
4.1.3 promptly (and within the timelines set by Data Protection Laws) assist Company in responding to requests or inquiries from Supervisory Authorities, Data Subjects, customers or others relating to Partner’s processing of Personal Data (including details of Services provided by Partner);
4.1.4 notify Company without undue delay and in any case no later than twenty-four (24) hours after becoming aware of a Security Incident;
4.1.5 provide reasonable cooperation to Company in:

(a) handling Data Subject requests under Data Protection Laws (e.g., access, rectification, restriction, erasure, portability, objection, and rights related to automated decision-making). Partner shall (i) direct such requests to Company without undue delay; (ii) not act on such requests without Company’s prior written approval; and (iii) assist Company in meeting applicable deadlines, except where doing so would conflict with Data Protection Laws;
(b) meeting any notification obligations to Supervisory Authorities (and, where applicable, to Data Subjects) in relation to Security Incidents; and
(c) conducting data protection impact assessments and, where required, consulting with Supervisory Authorities.

4.1.6 process or use Personal Data on its systems or facilities only to the extent necessary to perform obligations under the Agreement;
4.1.7 maintain accurate written records of processing activities carried out under the Agreement, as required by Data Protection Laws, and make them available to Company and Supervisory Authorities upon request;
4.1.8 make reasonable efforts to ensure Personal Data are accurate and up to date to the extent Partner can do so;
4.1.9 not lease, sell or otherwise distribute Personal Data;
4.1.10 promptly notify Company of any investigation, litigation or dispute relating to Partner’s processing of Personal Data under the Agreement;
4.1.11 promptly notify Company in writing and provide Company an opportunity to intervene if Partner is legally compelled to disclose Personal Data to a third party (e.g., via court order, warrant or subpoena); and
4.1.12 upon termination of the Agreement, or upon Company’s written request at any time, cease processing Company-provided Personal Data and, within a reasonable period, either (1) return the Personal Data or (2) securely delete or destroy it (including all copies), unless retention is required by law (in which case Partner shall notify Company and process only as necessary to comply with such law). Upon Company’s request, Partner shall certify compliance with this clause.

5. Sub-processing

5.1 Partner shall not subcontract any processing of Personal Data (“Sub-processor”) without Company’s prior written approval and shall inform Company of intended changes (addition/replacement) at least thirty (30) days in advance. Company may object within fourteen (14) days of notice; the Parties shall negotiate in good faith. If no resolution is reached, Company may terminate the affected portion of the Agreement.

5.2 Partner shall have a written agreement with each approved Sub-processor imposing obligations no less protective than those in this DPA (and prohibiting further sub-processing without Company’s written consent). Such agreement shall grant Company third-party-beneficiary rights to enforce key terms and/or require the Sub-processor to enter into a direct data protection agreement with Company if requested.

5.3 Partner shall maintain a written security policy providing guidance to Sub-processors to ensure the security, confidentiality, integrity and availability of Personal Data and related systems.

5.4 On request, Partner shall provide details about any proposed Sub-processor, including identity, security posture, processing locations and the scope of access.

5.5 Partner remains fully liable for the acts and omissions of Sub-processors as if they were Partner’s own.

6. International Transfers of Personal Data

6.1 Where the GDPR applies and Partner and/or its Sub-processors process Personal Data outside the EEA or an Approved Jurisdiction, such transfers shall rely on appropriate safeguards under Article 46 GDPR (and, where applicable, the Maltese regime), as set out in Schedule B.

6.2 Each Party shall process Personal Data only for: (i) the purposes set forth in the Agreement; or (ii) other purposes agreed in writing by the Parties, in each case in compliance with Data Protection Laws and this DPA.

6.3 If Partner and/or its Sub-processors rely on SCCs, and those SCCs are updated or replaced, the updated framework shall be deemed incorporated and Partner shall promptly comply with it. Partner will comply with its obligations as “data importer” (and/or Sub-processor) as applicable.

7. Security Standards

7.1 Each Party shall implement and maintain appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, and other unlawful processing.

7.2 Where Partner processes Special Categories of Data, Partner’s measures shall, at a minimum, include: (i) routine risk assessments of its information security program; (ii) regular testing and monitoring of key controls, systems and procedures; and (iii) encryption of such data at rest and in transit (including storage on mobile devices and removable media).

8. Audit; Non-Compliance; Indemnity

8.1 Where this DPA does not specify a particular security or privacy standard, Partner shall apply generally accepted industry practices to protect the confidentiality, integrity, availability, accuracy and privacy of Personal Data.

8.2 If Partner cannot provide the level of protection required by this DPA or comply with Data Protection Laws, Partner shall immediately notify Company and cease processing. Any such non-compliance constitutes a material breach of the Agreement and Company may terminate the Agreement immediately without penalty.

8.3 Company may (a) require information reasonably necessary to demonstrate compliance with this DPA and Data Protection Laws, and (b) conduct audits/inspections (including facilities/equipment used for processing) on reasonable prior notice during normal business hours, in a manner designed to minimise disruption. Partner shall cooperate and contribute to such audits/inspections.

8.4 Partner shall indemnify and hold Company harmless from costs, charges, damages, expenses or losses arising from Partner’s breach of this DPA, subject to timely notice and reasonable cooperation from Company in Partner’s defence.

9. Priority; Conflicts

9.1 In case of conflict between this DPA and the Agreement, this DPA prevails with respect to Personal Data processing. Otherwise, the Agreement remains in full force and effect.

10. Changes to this DPA

10.1 Any change to this DPA must be in writing and signed by both Parties.

10.2 If Data Protection Laws are superseded or materially amended (including binding case law or authority guidance), the updated legal requirements are deemed incorporated, and each Party will promptly comply with them for its processing activities.

SCHEDULE B – Standard Contractual Clauses (SCCs)

1. Module. Where Company acts as a processor and transfers Personal Data to Partner as a (sub-)processor, the Parties are deemed to enter into the Processor-to-Processor clauses (Module 3) of the EU SCCs.
2. Interpretation. This Schedule B sets the Parties’ interpretation of their respective obligations under Module 3 (as applicable).
3. Elections/Settings (Module 3):

3.1 Clause 7 (Docking Clause): not applicable unless otherwise agreed in writing.
3.2 Clause 9 (Use of sub-processors): Option 1 (Specific authorisation) applies. Data Importer must seek specific authorisation at least thirty (30) days before engaging any Sub-processor.
3.3 Clause 11 (Redress): data subjects shall not lodge complaints with an independent dispute-resolution body under the SCCs (without prejudice to rights with Supervisory Authorities and courts).
3.4 Clause 17 (Governing law): Law of Malta.
3.5 Clause 18(b) (Forum and jurisdiction): Courts of Malta.

Annex I – Description of Processing Activities

A. Identification of Parties
Data Exporter: Company (IZIPARTNERS).
Data Importer: Partner (Affiliate).

B. Description of Transfer

Data Subjects.
Operator’s end users (Customers) whose activity is attributed to the Partner under the Agreement.

Categories of Personal Data.
Referenced user IDs, session identifiers, and related usage/attribution statistics.

Special Categories of Data.
None.

Frequency of the Transfer.
Continuous.

Nature of the Processing.
Collection and analysis for attribution, performance measurement, and reporting under the Agreement.

Purpose of the Transfer and Further Processing.
As defined in the Agreement (including affiliate attribution, performance reporting, billing/settlement, fraud monitoring, and compliance).

Retention Period.
For the term of the Agreement, unless a longer period is required by Applicable Laws or legitimate business needs (e.g., audit, tax, regulatory or dispute resolution). Thereafter, Personal Data will be deleted or returned per Section 4.1.12 of the DPA.

Annex II – Technical and Organisational Measures

The Data Importer (Partner) shall implement and maintain the following technical and organisational measures, taking into account the nature, scope, context and purposes of processing, and the risks to the rights and freedoms of natural persons:

1. Security Programme & Incident Response. Implement and maintain current, appropriate technical and organisational measures to protect Personal Data against accidental, unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration, disclosure or access, together with an incident response plan enabling immediate response to any Security Incident.
2. Independent Security Testing. Provide third-party attestation of security testing (e.g., penetration testing or equivalent) for software and services that process Personal Data, and remediate material findings within reasonable timeframes.
3. Risk-Based Safeguards. Maintain a level of security appropriate to the potential harm arising from unauthorised or unlawful processing or accidental loss, destruction, damage, denial of service, alteration or disclosure, and proportionate to the sensitivity and volume of Personal Data processed.
4. Confidentiality & Training. Bind employees, agents and other persons with access to Personal Data to written confidentiality obligations; vet personnel reasonably; and provide at least annual training (including to subcontractors handling Personal Data) on security and privacy requirements under the DPA.
5. CIA & Resilience. Implement measures designed to ensure the ongoing confidentiality, integrity, availability and resilience of systems and services processing Personal Data.
6. Testing & Evaluation. Maintain a process for regularly testing, assessing and evaluating the effectiveness of security measures; conduct such testing on a recurring basis; document results; and implement corrective actions where deficiencies are identified.
7. Logging & Monitoring. Log access to and activities on systems and facilities containing the Company’s Personal Data. Upon Company’s request and subject to Applicable Laws, provide a report of authorised users, their privileges, account status, and activity history.
8. Strong Authentication. Protect user accounts and access to Personal Data using multi-factor authentication and least-privilege principles, with secure credential lifecycle management.
9. Encryption & Pseudonymisation. Use strong, industry-standard cryptography to protect Personal Data in transit and at rest; apply hashing/tokenisation or pseudonymisation where appropriate.
10. Access Controls. Limit access to Personal Data to authorised personnel strictly on a need-to-know basis for performing obligations under the DPA; review access rights upon role/responsibility changes and on a periodic basis.
11. Policies & Hardening. Maintain an information security policy aligned to industry best practices, including security governance, network and system hardening (e.g., firewall configuration), physical security, secure development practices, patch/vulnerability management, backup and recovery.
12. Secure Media Handling & Disposal. Ensure any storage media (magnetic, optical, solid state, paper or other) capturing Personal Data is securely erased or destroyed prior to repurposing or disposal, using methods appropriate to the media type and data classification.

Where applicable, the Partner may reference recognised security frameworks (e.g., ISO/IEC 27001) as evidence of controls; however, such references do not limit the Partner’s obligations under this Annex or the DPA.