~ ~ ~ ~ ~ ~Terms & Conditions~ ~ ~ ~ ~ ~
CONTRACT OF AFFILIATION
I. GENERAL PROVISIONS A. Premises 1. This Agreement settles the relationship between Brobet Limited (hereinafter, the “Company”), Maltese company with registered office in Malta, TRIQ IL- MARKIZ GIUSEPPE SCICLUNA, NAXXAR NXR 2069, Malta and administrative address in Sofia (Bulgaria) at James Boucher Blvd no. 20 – 1000, with licence for the exercise of remote public gambling in Italy no. 15418 issued by Agenzia delle Dogane e dei Monopoli (“ADM”), and those wishing to join the partner program (the “Affiliate/Affiliates”). 2. The Company exercises remote gambling in Italy through the offer channel www.efbet.it and any other further website that will be published on ADM website (hereinafter, the “Site”). 3. The Affiliate wants to join the affiliate program of Brobet (the “Program”), for actively informing clients and popularizing the services offered by the Company by observing strictly the provisions of this Agreement. 4. For the purposes of this Agreement: - "Active Client": represents a client referred by the Affiliate registered on the Site and verified by the Company, who has deposited , at least once per calendar month, whatsoever amount to his or her client account and placed whatsoever bet on the Site. Clients who are prohibited by applicable laws and regulations to participate in the gambling services, including but not limited natural persons without legal age or self-excluded, shall not be considered. Neither the Affiliate nor its relatives are eligible to become Active Clients. - "Canceled bets": are all bets which have been validated but following the application of the Italian gambling betting regulations resulted in reimbursement of the bet. - Dignity Decree: article 9 par. 1 of the Italian Law Decree No. 87/2018 as converted with amendments by Law No. 96 of 9 August 2018 and as further interpreted by the resolution No. 132/19/CONS of the Italian Communications Authority (AGCOM) and any following additional guideline or notice from the AGCOM. - "Net Profit": represents the Company’s profit GGR obtained by Active Clients referred by the Affiliate, deducted from applicable taxes, bonuses and 18% provider fee. - "Reporting Period": a period equivalent to one month of the year. For the avoidance of any doubt, the "reporting period" is each calendar month (from 1st day of the month to the last day). - “Target”: specific result(s) and/or goal(s), determined unilaterally by the Company for accomplishment by a deadline, which may be, e.g. but not limited to, number of Active Clients, amount of bets received, amount of commission and etc. (enumeration is not exhaustive), and which have to be achieved by the Affiliate within this deadline; - “Intellectual Property Rights” means, without limitation, all intellectual property rights, whether or not patentable, including but not limited to rights on algorithms, brands, business methods, software, concepts, confidential information and any document which report the line “confidential information”, databases, copyrights, data, designs, derivative works, discoveries, domain names, know-how, logos, merchandising, patents, patent rights.
B. Application for the Program 1. Application to join the Program is carried out by the Affiliate filling-in and sending the application form (the “Application”). The Application is filled in online on the following internet page of the Company: http://affiliates.efbet.it. 2. When filling in the Application and at any other time, the Affiliate shall present the Company with complete and honest information about itself, necessary for the relations between the parties. By completing the Application, the Affiliate declares voluntarily its agreement to enter into a contractual relationship with the Company, according to the current Terms and Conditions. 3.Upon receipt of the accurately filled-in Application, the Company shall notify the applicant whether its joining the program has been approved or not. Notification takes place via an email sent to the email address provided in the Application. Upon approval by the Company for inclusion of the Affiliate into the program, the Affiliate shall be granted with unique personal access to the website http://affiliates.efbet.it by creating an individual profile for access of the Affiliate to its reporting account (“Reporting Account”). 4. The information in the Reporting Account, provided by the Affiliate to the Company when applying in the program is mandatory to correspond to that specified in the Form, as it is only the Affiliate which is responsible for the truthfulness and accuracy of the provided information and data. 5. Affiliate shall not open Reporting Accounts on behalf of third parties. Opening a Reporting Account for third parties, brokering a Reporting Account or the transfer of a Reporting Account are prohibited. Affiliates wishing to transfer a Reporting Account to another beneficial account owner must request in writing, approval from the Company, which is at its solely discretion. 6. Validly Company’s registered clients referred by the Affiliate are clients who have signed up in one of the following manners: i.By clicking on a link from the site of the Affiliate, landing on the Site in way referred to by the Company; or ii.By entering the Site when signing up the unique code (“Affiliate code”) provided to the Affiliate by the Company. 7. On joining the Program, the Company provides the Affiliate with the non-exclusive and non-transferrable right to refer potential clients to the Company's Site, products and services in accordance with this Agreement. 9. Keep that in mind when agreeing to this Terms and Conditions, the correspondence between the Affiliate and the Company is made on: affiliates@efbet.com . C. Company’s rights 1. Only the Company registers Active Clients and monitors their transactions on the Site. 2. The Company shall be entitled to refuse a client's registration and/or to close an Active Client’s account at its discretion if the General rules and Terms and conditions, together with the Additional Terms and Conditions of the Company for participation in gaming activities organized by the later are not observed. 3. At its discretion the Company shall be entitled to: i.block or limit certain Active Clients, registrations and/or deposits, ii.ban access to a certain part of the Site in order to prevent fraud attempts or deals prohibited by law; iii.ban access to certain parts of the Site in the presence of techniques used by the Active Clients of the Affiliate or Affiliate acting contrary to current legislation, Company’s policy and/or these Terms and Conditions, that are aimed at, including but not limited to, attracting clients by introducing them into delusion or forced inviting registration. D. Change in T&C 1. The Company has the right, solely in its own initiative, to amend some of the terms and conditions, contained in this Agreement or to replace them at any time, notifying the website http://affiliates.efbet.it about this. The amendments may include for example the difference in the commission, permitted manners of informing potential customers, rules regarding the payment of due commissions, etc. as well as completely amend the rules of the Program. In case that any of the amendments is not acceptable for the Affiliate, he should terminate this agreement in accordance with the terms and conditions. 2. The participation of the Affiliate to the Program, after announcement of any amendments or additions to the Agreement on the website http://affiliates.efbet.it shall be possible only in case the Affiliate accepts the amendments or the Agreement. 3. The Company retains the right to unilaterally amend and/or supplement these Terms and Conditions. Amendment and/or addition to these conditions shall bind the parties from the date of their notification on Affiliate’s website by the Company, notwithstanding the Affiliate right to withdrawal from the Agreement. II. Rights and Obligations of the Affiliates A. Scope of the Program and Modalities 1. The Affiliate shall actively inform potential customers about Company’s Site, services and products in accordance with the Dignity Decree, therefore : i) without any form of inducement to gamble whether directly or indirectly; (ii) in a manner which is not deceptive and which is transparent to internet users; (iii) in accordance with the principle of continence (meaning that the information is not to be displayed in a manner which is exalted or which is hyped up); (iv) using only content which exclusively provides information and comparative information of the different gambling operators who have been granted a license by the Agenzia delle Dogane e dei Monopoli . The scope of the Affiliate is to bring Active Clients each month for the Company by following strictly the provisions of this Agreement and the applicable legislation. 2. The Affiliate shall actively popularize all services offered by the Company by following strictly the provisions of this Agreement and the applicable legislation, also with reference to the lawful remote gambling participation of the referred clients. 3. The Affiliate shall guarantee that it possesses all the necessary licenses, permits, registrations and other documents applicable to their activity, as well as that it always observes and shall observe all legal provisions applicable to them, it has full knowledge of the gambling laws and regulations in Italy and as well as these Terms and conditions and Company. 4. The Affiliate takes part in the Program either by creating and maintaining unique links on its site to the Site as requested by the Company and in the manner requested by the Company, or by actively informing potential clients about the Company in Italy. The Affiliate can support a link to the website of the Company via one of the informative banners, emails, articles or text links, approved by the Company or comparison schedules and reporting. 5. In order to qualify for a commission the Affiliate must have met the following cumulative requirements for minimum Active Clients by the end of the Reporting Period: i.The Affiliate shall be obliged to refer at least 2 (two) new Active Clients each calendar month; and ii.The Affiliate shall be obliged to have at least 5 (five) Active Clients for that calendar month; and iii.The Affiliate shall be obliged to refer at least 6 (six) new Active Clients for the last 3 (three) months. 6. The Affiliate shall include and constantly present in a visible place the most updated links to the Site provided by the Company on all their pages of their website in the manners and places approved by the Company. The Affiliate shall not have the right to alter the form, place and function of the links without the prior approval of the Company. 7. Joining the Program shall not in any way create a joint venture, franchise, commercial agency, nor legal employment relations between the parties. 8. The Affiliate shall not have the right to make or accept any offers or commitments in the name and/or on behalf of the Company. 9. The Affiliate shall be held fully responsible for the creation, functioning and maintenance of its own site, for any and all information and/or materials that are published or disseminated by the Affiliate. It shall hold harmless the Company in regard in compliance with Section IV A). 10. The Affiliate shall at any time act in good faith and for the benefit of the Company's interests. B. Marketing and Advertising – Dignity Decree 1. According to Dignity Decree, the Affiliate shall only use informative materials in compliance with said provision and any relevant applicable laws and regulations. Should the Company find out that one of the Affiliate is advertising gambling activities of the Company or of third parties, the Program will be terminated, without prejudice for the possible damages compensation that might be requested by the Company. 2. The Affiliate shall not be entitled to alter and/or modify the appearance of the informative materials should this be explicitly approved by the Company. 3. The Company hereby grants to the Affiliate, pursuant to this Agreement, a non-exclusive, non transferable license, during the term of this Agreement to use the marks solely in connection with the display of the materials on its website. This license cannot be sub-licensed, assigned or otherwise transferred by the Affiliate. 4. The Affiliate shall not use pop-under materials that show up without users request (without informative materials that is clicked). The Affiliate shall not use any material or full page interstitials that set a cookie in the user's browser without being clicked/ when closed. In case that the Company estimates that there is any kind of spam or if the Affiliate informs about the services offered by the Company in any other way different or not in accordance to these terms and conditions and/or the Company’s policy, the latter shall be entitled to unilaterally terminate the participation of the Affiliate in the Program without providing of a notice and with immediate effect. C. Further applicable laws and rules 1. In case the Company suspects bad faith and/or fraud within the Active Clients registration and/or gambling activity (such as collusion; chargeback of its deposits; bonus abuse; etc.), or Affiliate's behaviour contrary to the policies of the Company or this Agreement and/or its Terms and Conditions, the Company can suspend payment of any commission of the Affiliate up to hundred and eighty (180) days while investigating and looking into the case in question. If the Company comes to the conclusion that the Affiliate and/or its referred Active Clients is acting with bad faith and/or fraud, it may recalculate and/or withhold any amounts due to the Affiliate and terminate the agreement in line with Chapter IV, point F). 2. The Affiliate shall observe and at any time comply with the legislation applicable to it and/or the Company in relation to gambling, consumer code, data protection, money laundering. III. Affiliate’s Payment A. Calculation and Payment 1. The Company shall pay to the Affiliate a commission to the amount of % of the Net Profit generated by the Active Clients referred by it for the following products: sports, casino and lotto within the Reporting Period. The total % of the commission will be defined, following the conditions in point 4 below. 2.. The Net Profit shall only be determined by the Company. The Affiliate shall not be entitled to make requests for payment of commissions or other compensations for business, performed by persons or organizations different from the Affiliate. 3. The Company does not pay a commission to the Affiliate in case during the Reporting Period the Affiliate has accumulated a negative balance on his Reporting Account with the Company. i.The negative balance is transferred in the next Reporting Period until its compensation. ii.The negative balance for the Reporting Period can be removed, switching the balance from negative to zero, unilaterally only by and under the discretion of the Company. 4.If point 5, i) and ii) of Chapter II is not fulfilled for the Reporting Period, the accumulated commission is not transferred to the next Reporting Period. 5. For the purposes of this Agreement Net Profit shall be defined as: i.For the Sports Betting product: * formula:
Net profit: GGR – tax – Bonuses – 18% provider fee ii.For the Casino product:
* formula:
Net profit: GGR – tax – Bonuses – 18% provider fee
iii.For the Lotto product:.
* formula:
Net profit: GGR – tax – Bonuses – 18% provider fee 6. Commissions shall be paid at the end of every month to the Affiliate upon fulfilling the requirements under point 5 of Chapter II and following conditions: 6.1. Values and percentages: i. Net Profit and related commissions: - 0 - 20 000 euro: 35%; -20 001 - 40 000 euro: 40%; -40 001 - 50 000 euro: 45%; -50 000 euro + ∞: 50% 6.2. Should the commission, generated from the Net Profit of the Active Clients referred by the Affiliate and payable to the Affiliate by the Company, for the Reporting Period is negative or less than a minimum payout amount of 100 euro to the date of the financial reconciliation, the Affiliate will not receive any commission until the Affiliate's account balance is positive and reaches the minimum amount payable. 6.3. The holding specifically calculated the affiliate commission in the following method: - With clients that visit Efbet.it : From the gross income of all games (the collective income from all players) is deducted 25% for the Casino games and 24% for the sports betting, administration fees for payment system fee and game providers fee - 18%; Affiliates – legal entities who are registered outside of the territory of the Republic of Malta are deducted an additional administrative fee of 18%; All of the paid bonuses and the paid back amounts and payments are also discounted. 7. Commission shall be paid within 90 (ninety) calendar days on its approval. The commission will be reported within the Affiliate account of the Affiliate registered at the personal account of the Affiliate, and it can be paid by the Affiliate by specific payment methods, preliminary and explicitly approved by the Company in written form. The Company shall make transfers of the commissions due to the Affiliate /s via the following payment methods: a.Bank transfer b.Skrill In case of a discrepancy between the date provided in the system http://affiliates.efbet.it and the Company data base, the latter is considered as reliable. 8. The commission shall be calculated in euro only. The Affiliate shall be solely liable for any tax, charge or levy imposed on it in respect of its receipt of any commission due and payable under this Agreement by the relevant authority and all amounts due and payable by the Company to the Affiliate hereunder are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and the Company shall be under no obligation to increase such payment in the event such tax becomes applicable. 9. The Company at its sole discretion shall be entitled to change the size of the commission and the manner of its determination and calculation, as well as to set targets. The changes shall come into effect, on a date specified by the Company, upon notification of the amendment to the Affiliate pursuant to point D. 3) of Section I. 10. The Company shall have the right to withhold any amounts due to the Affiliate should the Company be in doubt as its good faith until the end of the investigation. 11.The Company shall provide the Affiliate with an electronic report on the transactions and movements on the Active clients' accounts referred by the Affiliate on the following webpage: http://affiliates.efbet.it
B. Reporting on transactions and movements 1. The Company will track and report Active Client activity for purposes of calculating Affiliate’s Commission. The form and content of the reports may vary from time to time in the Company’s sole discretion. Generally, the Affiliate can at its own initiative and timing, generate its own reports regarding the Active Clients referred in the Reporting period and/or the total amount due after any deductions or set offs that the Company is entitled to make under this Agreement. The Company hereby excludes any and all liability for the timeliness, accuracy or completeness of any such reports. IV. Miscellaneous A. Responsibilities and indemnification 1. The Company shall not be held responsible in any way with regard to the website created by the Affiliate and/or the information published and/or spread by the Affiliate and/or for whatever actions carried out by the Affiliate. 2. The Company shall not be held responsible for any direct or indirect damages (or any loss of income, profit or data) arising in relation to the Program, even if the Company was aware of the possibility of such damages. 3. The Affiliate agrees unconditionally to indemnify the Company for any claims, damages and costs (including but not limited to procedural costs before AGCOM and/or any competent Authorities, court fees, expenses, fines, etc.) arising directly or indirectly from the website created by the Affiliate and/or the information published and/or disseminated by the Affiliate and/or from any actions carried out by the Affiliate. 4. The Affiliate shall protect, indemnify and exonerate the Company, its managers, employees and agents from and against any liabilities, losses, damages and costs, including legally imposed fees resulting from: ensuing from or in any way related to (a) any violation on the part of the Affiliate of a warranty, deed or condition (b) fulfillment of duty and obligation under this Agreement, (c) omissions or (d) any and all damages caused directly or indirectly by omissions or premeditated activity or inactivity or improper use of materials, banners and links or the Program. 5. The Company shall not guarantee that its Site’s performance, its system, network, software or hardware (or those supplied by third parties) shall be error-free or will run smoothly. The Company (or its suppliers or main suppliers) shall not be obliged to provide constant network stability, nor software or hardware stability. The Company shall not be held responsible for any eventual consequences of such errors. This Agreement shall not provide rights or benefits to persons or organizations, different from the parties in it. 6. The Company's liability shall be limited to and shall not exceed the total commission due to the Affiliate. Any obligation resulting from this Agreement shall be settled only with the generated commission and shall be limited to direct damages caused by guilty conduct of the Company. 7. The Company's obligations under this Agreement shall not be deemed personal obligations of its managers, employees, partners or shareholders. The Affiliate and the Company are independent contractors, and nothing in this Agreement will create any partnership, agency, franchise, sales representative, or employment relationship between them.
B. Intellectual Property Rights 1 The Company shall provide the Affiliate with a non-exclusive and non-transferrable license valid for the time the Affiliate is part of the Program, to use the trade name of the Company, its trademarks and service marks, logo and any other markings in the manner specifically approved by the Company. 2. The Affiliate shall not be entitled to grant, contract and/or in any other manner dispose of and/or transfer the license which has been given to them. 3. The license granted to the Affiliate shall be limited to and shall only result from the rights ensuing from the general terms and conditions of this Agreement. 4. The Affiliate shall not be entitled to claim invalidity and/or inapplicability and/or contest ownership of the Company's trademarks and/or the granted license in any manner whatsoever. 5. The Affiliate shall not have the right to purchase and/or register key words, search terms or other identifications, used in any search engine, portal, sponsored advertising service or any other search or reference service, including Facebook and Google, which are identical or similar to any of the trademarks of the Company and/or to the trademarks of the Company. Only the Company shall pass judgment as to whether a certain trademark is similar or not. 6. The Affiliate shall not be entitled to register and/or submit application forms for domain names similar to the domain name of the Company. Only the Company shall pass judgment as to whether a certain domain name is similar or not. 7. The Affiliate shall notify the Company immediately upon learning that a third party misuses the Company's trademarks. C. Confidentiality 1. The Affiliate shall not have the right to reveal in any manner or form whatsoever information related to the Company nor for any of the attracted by him and / or Active Clients, the value in their accounts, including, but not limited to made bets, received winnings and any other information which has come to the attention of the Affiliate in and in connection with his participation in the program. 2. The Affiliate's obligations in relation to the confidential information shall remain valid even upon termination of its participation in the program. D. Data Protection 1. The Affiliate shall at any time comply with the applicable laws and/or the Privacy Act applicable to the Company, as well as Regulation (EU) 2016/679 of the European Parliament and of the Council and all provisions of the European Union regarding the protection of personal data. For avoiding any doubt, from the Program and the Terms Conditions, such type of relations as Personal Data Administrator or Joint Personal Data Administrators shall not be established between the Company and the Affiliate. 2. The Company processes personal data of the Affiliate and its Active Clients for the performance of the Agreement and the Gambling Account Registration Agreement on the Site. Since the Affiliate is given visibility of part of Active Clients data, it is appointed as external Personal Data processor bearing entire and full liability for this. 3. The Affiliate has the right to: § Request from the Company confirmation and/or detailed information; § Access the information and have it rectified without delay if it is inaccurate or incomplete; § Rectify or erase personal data; § Request the restriction of processing, when there is no valid legal basis for the Company to continue processing it and in accordance with the applicable law; § Object to processing, when there is no valid legal basis for the Company to continue processing it and in accordance with the applicable law; § Receive its personal data in a standardized format in case it wishes to transfer it to another controller (data portability); Complain at any time if it believes data protection rights have been breached. E. Duration 1. The Affiliate shall be deemed to have entered the Program on the date of receipt of the confirmation by the Company. 2. The Affiliate shall be entitled to terminate its participation on the Program at any point upon notifying the Company, by giving one week's written notice of termination – without giving reasons thereof, forwarding an email to the Company. 3. The Company shall be entitled to terminate the Affiliate's participation at any time by giving one week's written notice of termination without giving reasons thereof. 4. Sending a certified email is reckoned as written and immediate form of notification for the purposes of the termination. 5. The financial relations between the parties shall be settled within 90 (ninety) days of receipt of the notice of termination. 6. Upon Agreement termination, the Affiliate shall remove all banners/icons/materials/marks of the Company from its website and shall deactivate all links. 7. Rights and licenses which have been given from the Company to the Affiliate shall be terminated with immediate effect together with the Agreement termination. 8. The Affiliate shall return to the Company all materials, information, as well as any copies of it, which are in its possession. 9. The Company shall be entitled to unilaterally terminate with immediate effect the participation of the Affiliate in the Program if it reckons (upon the Company’s discretion) the website as inappropriate. An inappropriate website may be, but not limited to: intended for children, shows pornography or other sexual acts, promotes violence, promotes discrimination on the basis of race, gender, religion, nationality, disability, sexual orientation or age, promotes illegal activities or violates intellectual property rights, or advertising regulations or Company policies.
F. Termination 1. The Company shall have the sole right to close down the Affiliate's account and to terminate with immediate effect its participation in the Program and withhold any commission accrued on ascertaining that: i.The Affiliate disseminates spam in whatever form and/or manner. ii.The Affiliate is using materials that undermine the prestige of the Company and / or are contrary to the applicable Dignity Decree as well as any other applicable laws and regulations in force; iii.The Affiliate is printing flyers, receipts in paper or other, containing a reference to the pledges and / or whole or parts of digital content on the Site of the Company without Company’s approval; iv.The Affiliate does not actively refer Active Clients for a long period of time (under 6 (six) new Active Clients for the last 3 (three) months). In case that an Affiliate does not fulfill the requirement under the previous sentence, the Company shall be entitled to unilaterally terminate its relations to the Affiliate and to close the Reporting Account of the latter without owing payment to the accrued commissions. The Reporting Account shall be closed, but the Affiliate shall have to opportunity to open a new one. In this case, before the closing of the Affiliate's account, the Company may attempt to contact the Affiliate via the e-mail or contact address details provided by the latter. v.The Affiliate generates traffic in bad faith such as either directly or indirectly registers a new Active Client that is its associate or a family member (spouses, partners, parents, children, siblings). Such actions are considered to be against the interests of the Company. 2. For avoidance of doubt, at the termination of the Agreement will automatically end the Affiliate’s participation in the entire Company affiliate network and revocation of all privileges and licenses granted hereunder. Agreement termination does not release the Affiliate from any liability arising from or connected to any breach of this Agreement that occurred prior to termination.
G. Severability Clause 1. Should it become known that any provision of this Agreement has become void, unlawful or inapplicable in any respect, this provision shall not be in force for the specific invalidity or inapplicability only without prejudice to any part of the rest of this Agreement or any other provision thereof. H. Applicable Law 1. The laws of Republic of Malta shall be applied. 2. Any court and/or out of court action related to this Agreement shall be addressed to Republic of Malta. 3. The Affiliate agrees and accepts unconditionally the jurisdiction of the court institutions of Republic of Malta.
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