Terms and Conditions

1. Introduction

1.1. The present Affiliate Program Agreement (henceforth, the “Agreement”) includes (i) the terms and conditions described below (including the Schedule without any exceptions); and (ii) the terms of any IO that have been agreed upon (as will be defined below).

1.2. The full understanding and acknowledgement of the following terms & conditions, as well as the specific terms of any signed IO is important in order to establish a trusting collaboration.

1.3. You can agree with the terms and conditions of this Agreement by clicking the relevant box.

1.4. For any questions regarding this Agreement or the Affiliate Program in general, feel free to email us at info@royalaffiliates.co.

2. Definitions

2.1. In the current Agreement, the following terms, phrases and expressions will have the corresponding meanings assigned to them:

Additional Payments refers to, (if applicable), the Flat Fee and/or the Listing Fee.
Administrative Fees include any admin fees charged by the Company that apply to the Affiliate Program.
Affiliate, means the individual, company or any other entity that can be selected in the Application Form.
Affiliate Account refers to the account which you can access through the Affiliate Program Site.
Affiliate Program is the Royal affiliate program displayed via the Affiliate Program Site located at www.royalaffiliates.co
Application Form is the form required to register for participation in the Affiliate Program which can be found at https://go.royalaffiliates.co/signup/ or at other URLs as they may be designated by us.
Application Approval see Section ‎3 for more information.
Affiliate Site or Affiliate Sites refer to the websites and mobile apps that you operate or direct traffic to, which you will mention in your Application Form or which is agreed upon in an IO or a Negotiated Plan, if applicable).
Affiliate Payments may apply to the Revenue Share Commission, CPA Commission, Hybrid Commission, Fixed Fee, Listing Fee and/or Sub Affiliate Fee that the Affiliate is to receive according to the Negotiated Plan or IO.
Applicable Laws refer to any laws, directives, regulations, marketing guidelines, applicable codes of practice or conduct, judgments, judicial orders, ordinances and decrees imposed by law or any relevant governmental or regulatory authority or agency.
Back Office is the software utilised by the Company to manage the Affiliate Program.
Bonuses are all applicable credits, bonuses, bonus points or any other promotional products.
Chargeback(s) are credit card transactions which are rendered not collectable by the credit card company as a result of customer refusal of payment or fraudulent credit card use, or any other User payment transaction which is revoked and for which a credit is given.
CPA Commission is a fixed payment sum, that the Affiliate is to receive, for each user, who during the term of the relevant IO or Negotiated Plan (as applicable): (i) becomes a Customer on a Promoted Site according to the terms of the Agreement; (ii) proceeds to a real money deposit of an amount determined by an IO or Negotiated Plan; and (iii) wagers a minimum amount determined by the IO or agreed Negotiated Plan.
Commission refers to the Revenue Share Commission, CPA Commission and/or Hybrid Commission that the Affiliate is to receive according to the Agreement or Negotiated Plan or IO.
Company, us, we or our refers to Royal Affiliates
Customer is a person who does not reside in any Prohibited Territories, has directly accesed a Promoted Site via the the Marketing Materials placed on the Affiliate Site and can be identified by us as being sent by the Affiliate through the Tracking Link provided. This person during the term of the Agreement or IO shall: (a) register an account with the Operator in a Promoted Site; (b) not have previously opened an account with the Operator; (c) have their account sign-up details validated by the Operator; and (d) comply with any other relevant criteria set out in this Agreement, an IO, or Negotiated Plan (if an IO or Negotiated Plan is applicable- the criteria will solely apply for the duration of the IO or Negotiated Plan (as applicable)).
Deductible Costs include any third-party fees (such as but not restricted to transaction fees, game royalties, payment processing fees, and software royalties) incurred by the Company, any Group Company and/or the Operator and any amounts incurred by the Company, any Group Company and/or the Operator due to Fraud.
e-Privacy Directive means Privacy and Electronic Communications Directive 2002/58/EC (and respective local implementing laws) concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications).
“Fixed Fee” refers to a predetermined sum that the Affiliate is entitled to receive, as stipulated in an Insertion Order (IO) or Negotiated Plan. This sum is applicable solely for the duration of the respective IO or Negotiated Plan, or for a specified period within the term of the relevant IO or Negotiated Plan.”Fixed Fee Payment” denotes a proportional portion of the Fixed Fee, calculated based on the number of days that have passed from the date the Fixed Fee became applicable up to the Cut Off Date or Jurisdiction Cut Off Date, as applicable.
Fraud refers to any fraudulent or abusive act as determined by us, any Group Company, or the Operator, irrespective of whether such action has caused any harm or damage to us, any Group Company, or the Operator. This includes, but is not limited to: (i) any actual or attempted bonus abuse by the Customer; (ii) your or a third party’s encouragement of bonus abuse by a Customer; (iii) a chargeback executed by a Customer in relation to their deposit; (iv) any collusion by a Customer; (v) the opening of an Affiliate Account violating the terms of this Agreement; (vi) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise); (vii) the offering or providing by you or any third party of any cashback; (viii) Spam Traffic; (ix) any actual or attempted act by you or a Customer that breaches Applicable Laws; (x) any act by you or a Customer intended to defraud us, any Group Company, or any Operator; (xi) a person registering with the Promoted Site using a proxy server, or who shares the same IP Pool; (xii) any attempt by you to artificially increase the number of Customers or the Commission payable to you; or (xiii) any use by a Customer of any software program, robot, or external aid with artificial intelligence to play on a Promoted Site.
GDPR is explained in the Section ‎13.11.
Guidelines refers to the directives that we, at our absolute discretion, may provide to you via email, any other official instant messaging channel, or that may be made available on the Affiliate Program Site.
Group Company or Group Companies refer to any entity that directly or indirectly controls, is handled by, or is under common control with the Company.
Hybrid Commission refers to the payment the Affiliate is entitled to receive, (if applicable), based on a combination of CPA Commission and Revenue Share Commission for each Customer. This payment becomes due once the Customer criteria for the CPA Commission have been met. For full clarity, a Hybrid Commission will only apply if agreed upon in an IO or a Negotiated Plan, and only for the duration of the IO or the Negotiated Plan, as it may apply.
Intellectual Property Rights are any and all types of property rights, including, but not limited to, patents, copyrights, design rights, trademarks, trade dress, database rights, applications for any of the aforementioned rights, moral rights, know-how, trade secrets, domain names, URLs, trade names, and any licenses associated with these rights. This encompasses rights whether registered or capable of registration, and whether existing in any particular country or globally.
IO or Insertion Order refers to an insertion order signed by the authorized representatives of both the Company and the Affiliate. This order is effective for a specific duration and may include a Commission different from the Standard Commission and Negotiated Plan, a different Commission payment amount, and additional commercial terms.
IP Pool refers to a network with more than one IP address.
Jurisdiction Cut-Off Date is defined in Section ‎5.15.
Listing Fee refers to a one-time fixed amount the Affiliate is entitled to receive, if applicable, following the signing of an IO or the commencement of a Negotiated Plan. This fee is for the Affiliate displaying the Marketing Materials in a specified position on an Affiliate Site, as agreed upon in the IO or Negotiated Plan, as applicable.
Legal Age may mean the higher of: (i) eighteen (18) years of age; and (ii) the legal age for real money gambling depending on the jurisdiction you are located in.
Marketing Materials refers to any online promotional content, including banner advertisements, button links, and text links, which contain the Tracking Links provided by us or made available for your use through the Affiliate Program Site, intended to market and promote a Promoted Site on the Affiliate Site.
Negotiated Plan refers to an arrangement where the Affiliate is entitled to receive a Commission different from the Standard Commission and/or a different Commission payment amount than the Standard Commission. This plan may also include additional commercial terms that are agreed upon for a specified duration, provided that such agreement is documented through the Back Office by us.
Net Gaming Revenue (NGR) means, in a calendar month concerning the Promoted Site where individuals became Customers under a Revenue Share Commission or Hybrid Commission, the total of such Customers’ real money bets on non-sports products or sports products (as applicable) on the Promoted Site, minus:
(1) amounts paid out to such Customers as winnings from such bets (as applicable);
(2) Bonuses credited to such Customers;
(3) Deductible Costs;
(4) any returned transactions or refunded revenue that applies to such Customers (including chargebacks, ‘preventative’ chargebacks, or settlements of claims involving a Customer);
(5) Administrative Fees;
(6) charges imposed on us, any Group Company, and/or the Operator by electronic payment or credit card organizations regarding such Customers;
(7) amounts lost on Frauds;
(8) stakes refunded to such Customers;
Personal Data includes any information that can be used, either directly or indirectly, to identify a natural person and that is processed by the Recipient in the context of performing the Agreement.
Pro Rata Repayment refers to the repayment of the Listing Fee by the Affiliate to the Company, calculated as follows: (i) if the duration of the IO and/or Negotiated Plan extends until a specified number of Customers is delivered by the Affiliate, the repayment shall be a pro rata amount of the Listing Fee for the Customers not yet delivered by the Affiliate under the IO and/or Negotiated Plan as of the Cut Off Date or Jurisdiction Cut Off Date, as applicable; or (ii) in all other cases, the repayment of the Listing Fee shall be a pro rata amount of the Listing Fee for the days beyond the Cut Off Date and/or Jurisdiction Cut Off Date, as applicable, up to the date when the IO and/or Negotiated Plan was originally set to expire.
Revenue Share Commission refers to, if applicable, a percentage of the Net Revenue (as adjusted periodically by us), or any other designated URL specified by us, or as otherwise agreed upon by us and you in any IO or Negotiated Plan (limited to the duration of such IO or Negotiated Plan). Additionally, the Revenue Share Commission may be temporarily suspended during the term of an IO or Negotiated Plan, if applicable.
Tracking Link is a URL used to monitor and record the number of Customers redirected to the respective Promoted Sites by you
Operator is the operator and/or owner of each Promoted Site.
Payment Method see Section ‎‎6.5.
Prohibited Territories or Prohibited Territory refers to the jurisdictions from which a Promoted Site should not accept usersany any other jurisdictions as notified to you by us from time to time.
Promoted Site or Promoted Sites are websites or applications that are promoted via the Affiliate Program by using the Marketing Materials provided to you.
Qualifying User means a User who has made at least one deposit, satisfies the minimum stake requirements, and meets any additional qualifications that we may introduce at our discretion from time to time.
Regulator refers to any governmental, regulatory, and administrative authorities, agencies, commissions, boards, bodies, officials, or any other entity that holds jurisdiction or is involved in the regulation of the Company, any Group Company, or any Operator.
Sent Marketing may refer to any form of electronic communication that includes but is not limited to messaging apps, email marketing, SMS and push notifications.
Relatives includes spouse, partner, parent, child or sibling.
Spam Traffic may refer to any deposits, revenue, or traffic generated from a Promoted Site or in a Customer’s account on a Promoted Site through unlawful or dishonest methods, irrespective of whether such actions result in harm to us, any Group Company, or any third party.
Sub-affiliate refers to an individual or entity that is referred to the Affiliate Program by you through a sub-affiliate tracking link provided by us, and who is approved by us to participate in the Affiliate Program.

3. Affiliate Obligations & Rights

3.1. Registering as Affiliate

To join our Affiliate Program, you must agree to these terms by checking the respective box when submitting your Affiliate Application. The Affiliate Application forms a crucial part of the Agreement.

We reserve the sole discretion to accept or reject an Affiliate Application, and our decision is final with no right of appeal. You will receive an email notifying you of the acceptance or rejection of your Application.

During the term of the Affiliate Agreement, you must provide any necessary documentation requested by the Company to verify your Affiliate Application and account information. This may include bank statements, identity papers (individual or corporate), and proof of address.

You are responsible for ensuring the accuracy of the information provided during Affiliate Program registration and for keeping it updated at all times.

3.2. Affiliate login details

You are solely responsible for maintaining the confidentiality and security of your Affiliate Account login details at all times.

You are liable for any unauthorized use of your Affiliate Account resulting from inadequate safeguarding of your login information. You are obligated to promptly inform us of any suspicion of illegal or unauthorized Account use.

3.3. Affiliate Program participation

The Affiliate Program is intended for your direct participation. Opening an Affiliate Account for a third party or transferring an Affiliate Account is not permitted without our prior consent.
By participating in the Affiliate Program, you agree to actively advertise, market, and promote the Company Websites as per the Agreement and our instructions. Your activities under the Agreement must serve the Company’s best interests and not harm our reputation or goodwill in any manner.

3.4 Branded Traffic

Using our brand name in adwords, domain names, or related traffic is strictly prohibited unless approved in advance by the Affiliate Program. Branded traffic directed to Company Websites via Affiliate Links will be considered irrelevant and compensated based on the minimum Revenue Share deal (20%).

You acknowledge that Customers attracted using branded keywords do not qualify as valid New Customers under the Agreement, and Commission related to such New Customers may be voided or paid based on the minimum Revenue Share deal at our discretion.
The Affiliate may not register or attempt to register domain names similar to or potentially confusing with our Marks or Sites, including the Operator’s name or associated brands or companies. This prohibition extends to misspellings or phonetic variations of any Site domain names.

3.5. Affiliate Site

You are solely responsible for developing, operating, and maintaining the Affiliate Site and all of its content. The Affiliate Site must comply with all applicable laws, including GDPR, and must function professionally at all times.

The Affiliate Site must not create confusion with the Company Websites or give the impression of being owned or operated by us.

The Affiliate Site must not contain defamatory, discriminatory, or otherwise inappropriate content, including violent, obscene, derogatory, or pornographic materials, or content unlawful in the target country.

3.6. Valid traffic and good faith

You may not generate traffic to Company Websites by registering as a New Customer directly or indirectly (e.g., through associates, family members, or third parties). Such actions constitute fraud.

You must immediately report any suspicion that a referred New Customer is associated with bonus abuse, money laundering, fraud, or affiliate fraud upon discovery.

New Customers identified as bonus abusers, money launderers, fraudsters, or participants in affiliate fraud do not qualify as valid under the Agreement, and no Commission is payable for such New Customers.

3.7. Unsuitable websites

You must not use Tracking Links or place digital advertisements featuring our Intellectual Property on unsuitable websites. Unsuitable websites include those targeting children, displaying illegal pornography, promoting violence or discrimination, illegal activities, or violating third-party intellectual property rights or advertising regulations.

3.8. Tracking Links

The Tracking Links shall be displayed at least as prominently as any other sales link on the Affiliate Site.

You will only use Tracking Links provided by Company within the scope of the Affiliate Program.

3.9. Email and SMS marketing

Sending emails or SMS communications promoting Company Websites or containing our Intellectual Property Rights requires prior permission from us.

If granted permission, you must ensure each recipient explicitly consents to receiving marketing communications by SMS or email and has not opted out. It must be evident that all marketing communications originate from you and not from our Company.

3.10. Use of Company Intellectual Property Rights

Any use of our Intellectual Property Rights must comply with issued brand guidelines and require prior approval as outlined below.

You may not register domain names, search terms, or identifiers in search engines, portals, app stores, sponsored advertising services, or referral services identical to our trademarks or including our trademarks.

3.11. Approved creative

You may not use advertising layouts or creatives (including banners, images, logos) featuring our Intellectual Property Rights unless provided by us or approved in advance.

Approval from us must be obtained in time for the launch of any advertising campaign or creative, and evidence of approval must be provided upon request.

3.12. Loyalty Programs

You will not offer any cash-back / value-back or similar programs, other than such programs as are offered on the Company Websites.

3.13. Responsible Gaming

We prioritize responsible gaming and the prevention of gambling addiction. You agree to support our responsible gaming message and refrain from targeting individuals under 18 or the legal gambling age in their jurisdiction.

3.14. Illegal activity

You may not bring traffic from territories or jurisdictions where gambling is illegal. All actions under the Affiliate Program must comply with relevant laws and may not involve illegal acts.

3.15. Data Protection and Cookies

You must comply with GDPR and any applicable data protection laws and regulations, including those concerning the use of ‘cookies’.

3.16. Cost and expense

You are responsible for all risks, costs, and expenses incurred in fulfilling your obligations under the Affiliate Agreement.

3.17. Company monitoring of Affiliate activity

You must promptly assist and provide requested information to us for monitoring your activity under the Affiliate Program.

3.18. Commissions paid incorrectly

You agree to return upon request all Commissions received for New Customers referred in violation of the Affiliate Agreement or involving fraudulent or falsified transactions.

3.19 Excluded Territories

You may not promote any Site to persons from Excluded Territories or participate in traffic from Excluded Territories. You may not assist or encourage circumvention of any restrictions imposed by us or any Site related to Excluded Territories.

4. Our Rights & Obligations

4.1. We will try our best to provide you with all necessary materials and information for the implementation of Affiliate Links.

4.2. We will register any New Customers directed to Company Websites by you and track their transactions. We reserve the right to refuse New Customers or close their accounts as necessary to comply with our requirements.

4.3. We will provide monitoring tools that enable you to monitor your Affiliate Account, Commission level, and payment status.

4.4. We will use and process the following personal data of Affiliates or Affiliate employees: username for login, email address, name, date of birth, country and address, and financial data. This is for ensuring security, complying with anti-money laundering (AML) legal requirements, and managing our business relationship.

In the event of a breach or suspected breach of this Agreement, negligence in performing under the Affiliate Program, or failure to meet obligations herein, we shall revert to the following remedies:

a) Suspension of your participation in the Affiliate Program to investigate potential breaches. Commission payments will be suspended during this period of suspension.

b) Withholding of any Commission or other payments related to specific campaigns, traffic, content, or activities conducted by you that breach Affiliate obligations under this Agreement.

c) Withholding from Commission amounts deemed reasonable by the Company to cover any indemnities given by you or to cover liabilities arising from your breach of the Agreement.

d) Immediate termination of the Agreement.

e) Withholding of funds in the Affiliate Wallet if not withdrawn within 3 months from the termination of the Agreement as per Clause 8.1.

These rights and remedies are not mutually exclusive.

5. Commissions

5.1. Upon Application Approval, the default Revenue Share Commission specified under commissions will be applied to Customers referred by you in accordance with this Agreement.

5.2. We may agree with you on a Negotiated Plan differing from the Standard Commission, during which the Standard Commission is suspended. Throughout the duration of the Negotiated Plan, no Commission shall be payable for Customers generated prior to the commencement of the Negotiated Plan. Upon termination as per Section ‎12.2 or upon expiration, whichever is earlier, the Standard Commission shall apply to all Customers.

5.3. If a Negotiated Plan is agreed upon by the Company, we may also agree with you on an Insertion Order (IO), during which the Negotiated Plan is suspended (and, for clarity, the Standard Commission is also suspended). Throughout the IO’s duration, no Commission shall be payable for Customers generated prior to the IO’s commencement. Upon termination or expiration of the IO, whichever occurs first, the Negotiated Commission shall apply to the Customers.

5.4. If we agree in a Negotiated Plan and/or an IO to compensate you solely via a CPA Commission for any Customers, we shall cease all further Commission payments for such Customers once the CPA Commission has been remitted.

5.5. If a Hybrid Commission is agreed upon in a Negotiated Plan and/or an IO for any Customers, and a person begins the process of becoming a Customer but fails to meet the Customer criteria for the CPA Commission component during the Negotiated Plan and/or IO duration, no Commission shall be payable for such person.

5.6. It is clarified that the terms of an IO and/or Negotiated Plan shall not remain in effect following the termination or expiration of the IO or Negotiated Plan (as applicable).

5.7. The Affiliate agrees not to become a Customer themselves, and no Commission shall be payable to the Affiliate in such a scenario. If the Affiliate is an individual, no Commission shall be payable for any Relatives becoming Customers. Furthermore, if the Affiliate is an entity, the directors, officers, and employees of said entity, as well as any Relatives thereof, shall not qualify as Customers, and no Commission shall be payable for such individuals. Additionally, the number of Customers per individual household computer, tablet device, and mobile device is limited to one.

5.8. You acknowledge and agree that our determinations and computations concerning the number of Customers, Commission calculation, and Sub-Affiliate Fee shall be conclusive, and any further review of these figures shall be at our sole discretion.

5.9. If the ratio (CPA commission/Deposits) after the first 45 days is:

– over 100% to 120% we will give a warning to the partner in order to improve performance. If this performance continues in the upcoming month(s) then the CPA model will be set to a lower level in order to improve ratio.

– from 120% to 180% the CPA model will be set to a lower level than the initial deal in order to improve the ratio. If this continues for the upcoming month(s) then the monthly commission will be deducted to 50% for the 2nd month and the CPA model will be set to a lower level. If this performance continues then cooperation may stop or switch to %RS.

– over 180% the monthly commission will be set to a higher level than the initial deal and the monthly commission will be set to ON HOLD. If this continues for the upcoming month(s) then cooperation will be stopped or switched to %RS. The payment of any ON HOLD amount (due to poor performance) is upon top management’s discretion.

6. Payments

6.1 All Affiliate Payments shall be paid to you in Euros. For clarity, we are not liable for any currency conversion charges or any fees related to the transfer of funds to your chosen Payment Method.

6.2. We shall provide the number of Customers, Commission, and Sub Affiliate Fee generated under this Agreement for the current calendar month, along with any applicable Additional Payments, for payment in the following month through the Affiliate Program Website. Accurate tracking, reporting, and calculation of Customers and Commission require that the Marketing Materials, including the Tracking Links, be properly formatted.

6.3. If the amount of the Affiliate Payments is less than EUR 100 for any calendar month, the balance will be carried forward to the next calendar month’s Affiliate Payments until the total amount reaches EUR 100 or more.

6.4. Unless otherwise agreed in any IO and subject to the terms of this Agreement and your full compliance with your obligations hereunder, the Commission and Sub Affiliate Fee shall be paid to you following the end of each calendar month, provided that you submit an invoice for the correct amount of Commission and Sub Affiliate Fee generated in that calendar month. The Listing Fee shall be paid to you upon invoicing the Company for the correct amount of the Listing Fee, either following the signature of the relevant IO by both parties or following the Negotiated Plan coming into force, as applicable.

The Fixed Fee shall be paid to you following the end of each calendar month when the Fixed Fee is applicable, subject to you providing us with an invoice for the correct amount of the Fixed Fee. We shall settle any such undisputed invoice within 20 days following our receipt of the undisputed invoice.

If you disagree with the balance due as reported, you must send an email to the affiliate account manager or Head of Affiliates of Royal Affiliates within thirty (30) days, indicating the reasons for the dispute. Failure to send an email within this prescribed time limit shall be deemed an irrevocable acknowledgment of the balance due for the indicated period. The final decision of the Company regarding any disputes concerning financial calculations shall be accepted by the Affiliate without the right of appeal.

6.5. We will pay the Affiliate Payments to the payment method you choose on the Application Form (“Payment Method”). If the Affiliate Payments are not made to you or are sent to a different account because you provided incorrect or incomplete payment information, we will not be liable for the non-payment.

6.6. If, for six (6) consecutive calendar months, we are unable to transfer the Affiliate Payments to your selected Payment Method due to incomplete or incorrect payment details or any other valid reason beyond our control, we may withhold such Affiliate Payments and shall no longer be obligated to pay them to you.

6.7. If a Negotiated Plan applies to you, we reserve the right to modify the Commission scheme and/or the Commission amount payable to you, as well as the qualification criteria for earning the Commission, including but not limited to the Customer qualification criteria. Any such modifications will only be implemented after promptly notifying you of the changes and the effective date of such changes.

6.8. We may withhold any Affiliate Payments that have been generated in violation of any terms of this Agreement.

6.9. Any Affiliate Payments due to you under this Agreement are contingent upon the Company actually receiving the corresponding payment from the Operator.

6.10. You are responsible for any taxes, charges, duties, imposts, contributions, levies, or liabilities payable on any amounts owed to you under this Agreement in any jurisdiction. The payments made to you under this Agreement shall be inclusive of all such amounts. The Company is not obligated to increase payments in response to such obligations. We reserve the right to deduct and withhold from any amounts due to you and remit to the relevant tax authorities any required tax amounts in accordance with applicable laws. Any deducted and withheld amounts shall be deemed as paid to you.

6.11. We enforce a No Negative Carry Over Policy concerning the Revenue Share Commission and the Revenue Share Commission component within a Hybrid Commission. This policy stipulates that if the total Net Revenue in any calendar month is negative, the Revenue Share Commission or the Revenue Share Commission component in a Hybrid Commission (as applicable) will be zero for that month. However, in cases where a negative balance results from Fraud or a breach of this Agreement, we retain the right to offset the negative amount from future Affiliate Payments payable to you until the negative balance is fully offset.

6.12. We retain the right to offset any amounts owed by you to us from the Affiliate Payments due to you. Additionally, we reserve the right to offset any payments owed to you against any liabilities you have towards us, including claims arising from your breach of this Agreement or any other agreements between us and you.

6.13. If a Promoted Site is removed from the Affiliate Program, we will cease making Affiliate Payments for that site from the date it is no longer part of the program (“Cut Off Date”). However, if there is an active IO and/or Negotiated Plan (including suspended plans) in effect at the Cut Off Date, and Additional Payments have been agreed upon for the Promoted Site, both parties will engage in good faith negotiations and act reasonably to determine how to allocate the value of the Pro Rata Repayment towards advertising for another Promoted Site (“Alternative Advertising”). If within 14 days of the Cut Off Date the parties fail to reach an agreement on the Alternative Advertising:

6.13.1. Regarding any Fixed Fee applicable as of the Cut Off Date, we will pay you the Fixed Fee Payment, and we will have no further obligation to make additional payments of the Fixed Fee.

6.14.2. If we have not paid the Listing Fee, we will not be liable to pay you the Listing Fee.

6.14.3. If we have paid the Listing Fee, the Affiliate must immediately pay the Company the Pro Rata Repayment. Starting from the Cut Off Date, you must cease using the Marketing Materials related to such Promoted Site and halt all marketing activities directed towards that Promoted Site.

7. Big Winner Policy

7.1. The Big Winner Policy activates when a player incurs a negative Net Revenue balance of €5000 or more on any product or game, classifying them as a Big Winner (or High Roller). This policy also applies when the total negative Net Revenue for the Affiliate exceeds €2000 at the close of a reporting period. If both conditions are met, the negative Net Revenue caused by the Big Winner will be segregated until such time as the player becomes profitable for the brands under Royal Affiliates.

7.2. Players who are categorized under the Big Winner Policy will be identifiable to Affiliates in the Customer Reports section of the Affiliate Program. These players will be assigned to a specific reward plan named “Big Winner Policy.” While official notifications are not automatically sent, Affiliates may request monthly updates from their account managers.

7.3. Any negative balances under the Big Winner Policy carried over will not offset other customer revenues referred by the Affiliate. When a Big Winner customer’s negative net revenue is surpassed, the Affiliate will automatically resume earning commissions from that customer. If multiple Big Winners are present, each will carry forward their individual negative balances independently. Commissions are tallied at the end of each open period, with payments issued between the 7th and 15th of each month.

8. Fraud

8.1. We reserve the right to conduct investigations into potential fraud involving either any Customer or yourself.

8.2. Any investigation into fraud will be completed within a maximum of 80 days. During this period, we may suspend your Account.

8.3. Without derogating from Section ‎‎12.4, in the event of your Account suspension:

8.3.1. We may hold all Commissions and Sub Affiliate Fees due to you but not yet paid prior to the suspension;
8.3.2. No Commissions or Sub Affiliate Fees will accumulate during the suspension;
8.3.3. If there is an active IO and/or Negotiated Plan during the suspension period, we are not liable for any Affiliate Payments due during this time;
8.3.4. You are required to immediately cease all marketing and promotional activities for the Promoted Sites, including discontinuing the use of Marketing Materials.
8.4. Upon concluding our review for fraud, if we decide to lift the suspension:

8.4.1. You may restart using the Marketing Materials to market and promote the Promoted Sites;
8.4.2. We will pay any Commissions that were due to you before the suspension, as long as they are not connected to fraud;
8.4.3. We will retain any Commissions that are linked to fraud;
8.4.4. We will pay any Sub Affiliate Fees that were due to you before the suspension;
8.4.5. Any ongoing IO and/or Negotiated Plan will continue according to its terms after the suspension ends;
8.4.6. If there was an active IO and/or Negotiated Plan before the suspension that involved a paid Listing Fee, upon lifting the suspension, you must immediately place the Marketing Materials as agreed upon. Furthermore, if the duration of the IO and/or Negotiated Plan is independent of the number of Customers you deliver, you must pay a pro rata amount of the Listing Fee, proportional to the number of days your Account was suspended relative to the total duration of the IO or Negotiated Plan.
8.5. Any occurrence of fraud is considered a violation of this Agreement by you.

8.6. We retain the right to deduct any funds you have received linked to fraud from any future Affiliate Payments you are owed.

9. Additional Restrictions

9.1. You are prohibited from, and you must not allow or encourage any third party to:

9.1.1. Altering, rerouting, or in any way interfering with the functionality or accessibility of the Promoted Sites or their specific pages;

9.1.2. Replicating or imitating the design and general appearance of any of the Promoted Sites, partially or fully;

9.1.3. Obtain any rights to data concerning the Customers;

9.1.4. Registering as a Customer, or facilitating or authorizing anyone else to register as a Customer, except through lawful promotion of the Promoted Site under this Agreement;

9.1.5. Causing any part of the Promoted Sites to open in a browser unless triggered by a user’s click on the Marketing Materials;

9.1.6. Trying to capture or divert traffic from the Promoted Sites, including through user-installed software;

9.1.7. Violating the usage terms and applicable policies of search engines;

9.1.8. Marketing or promoting any Promoted Site within prohibited territories as defined for those sites;

9.1.9. Attempting to circumvent geographical restrictions designed to prevent potential Customers from prohibited territories from registering, or trying to obscure or falsify the geographical origin of a Customer;

9.1.10. Sharing Customer details with any third party, during the duration of this Agreement and after its termination.

9.2. You are not to use the Marketing Materials in any way that negatively impacts us, any Group Company, or the Operators, which includes using them in a manner that could damage our, any Group Company’s, or the Operators’ goodwill or reputation.

9.3. You must refrain from promoting the Promoted Sites in any way that could compete with our, any Group Company’s, or the Operator’s promotional efforts, such as placing Marketing Materials on sites where we, a Group Company, or the Operator already advertise the Promoted Sites.

10. Intellectual Property Rights

10.1. Upon your Application Approval and for the duration of this Agreement, assuming your compliance with its terms, we grant you a non-exclusive, revocable, non-sublicensable, non-assignable, and non-transferable license to utilize the Marketing Materials solely for the purpose of displaying them on your Affiliate Sites.

10.2. You recognize that the Company, its Group Companies, or the Operators (as applicable) retain ownership or the necessary licenses, permits, and consents for all Intellectual Property Rights associated with the Marketing Materials and the brands and trademarks of the Promoted Sites (collectively and individually referred to as the “Marks”). You agree that your use of the Marketing Materials or the Marks benefits solely us, our Group Companies, or the Operators (as applicable), and does not confer any rights in the Marketing Materials and the Marks to you.

10.3. All Intellectual Property Rights and any goodwill generated from the use of the Marketing Materials will remain with us, our Group Companies, or the Operators (as applicable).

10.4. Your Affiliate Sites should not mimic the appearance or feel of the Promoted Sites, nor should they suggest that they are part of or related to the Promoted Sites.

10.5. You must not: (i) register or attempt to register any domain that incorporates or closely resembles the Marks; (ii) bid on keywords or search terms that are related to the Marks; (iii) use metatag keywords similar to the Marks on the Affiliate Sites; (iv) employ any sub-domain that includes or closely resembles the Marks; (v) operate any social media account featuring or resembling the Marks; (vi) register or attempt to register any trademark that includes or resembles the Marks in any jurisdiction; or (vii) purchase or register any keywords, search terms, or other identifiers for use in search engines, portals, social networks, sponsored advertising services, or other search or referral services that are identical or similar to the Marks, including those related to the name/domain name of the Promoted Sites or other websites or applications we, any Group Company, or Operator own or operate.

10.6. If you fail to comply with any part of Section 10.5, you must promptly notify us. In the event of such non-compliance, you agree to transfer the relevant domain name registration, search term, sub-domain name, mark, and/or the benefits of any applications to us or a designated entity as per our instructions. You also agree to maintain and not let lapse such registrations, domain names, search terms, sub-domain names, marks, and/or applications until they are transferred to us or our designated entity. You must cooperate fully with us and complete all required documents and actions necessary to facilitate this transfer. Your responsibility to transfer any intellectual property rights, whether registered or pending registration prior to these terms becoming effective between us, is also included in this section 10.6. We reserve the right to withhold any Affiliate Payments owed to you until we are satisfied that the relevant intellectual property has been properly transferred to us or our nominated entity.

11. Representations and Warranties

11.1. You hereby guarantee and affirm to the Company that:

11.1.1. All information and documents provided by you, including those on the Application Form, are accurate, complete, and truthful.

11.1.2. You will promptly adhere to our directives and abide by the Guidelines, which may be modified periodically.

11.1.3. You will abide by all applicable laws throughout the duration of the Agreement, and your marketing and promotion of the Promoted Sites will conform to these laws.

11.1.4. You will adhere to the Schedule attached, which is an integral part of this Agreement.

11.1.5. You will obtain, maintain, and adhere to all necessary approvals, permits, certificates, authorizations, licenses, and consents needed to meet your obligations under the Agreement.

11.1.6. You will secure, maintain, and follow all necessary approvals, permits, certificates, authorizations, licenses, and consents required by any applicable laws or regulatory bodies.

11.1.7. You will not distribute the Marketing Materials to any third parties.

11.1.8. There are no legal, commercial, contractual, or other impediments that would prevent you from fully meeting your obligations under this Agreement.

11.1.9. If you are an individual and not a corporate entity, you are of legal age as defined by law.

11.1.10. You have thoroughly assessed the laws, particularly those relating to the promotion of online gambling, relevant to your activities and obligations under this Agreement and determined that you can enter and fulfill this Agreement without breaching any applicable laws.

11.1.11. You will ensure compliance with regulations aimed at: (i) preventing gambling from being a source of crime or disorder, being associated with crime or disorder, or being used to support crime; (ii) ensuring that gambling is conducted fairly and openly; and (iii) protecting children and vulnerable individuals from being harmed or exploited by gambling.

12. Duration, Termination and Consequences of Termination

12.1. This Agreement begins upon Agreement Acceptance and continues until terminated in accordance with this Agreement.

12.2. Either party may end the Agreement, any IO, and/or Negotiated Plan by providing twenty-four (24) hours’ notice via email to the other party. To terminate, you must email info@royalaffiliates.co with “Termination” as the subject line. However, you cannot terminate the Agreement, any IO, or Negotiated Plan if your Account has been suspended.

12.3. To clarify, your participation in the Affiliate Program ends when the Agreement is terminated.

12.4. We may end the Agreement or any IO and/or Negotiated Plan on written notice via email if:

12.4.1. You breach, or we reasonably suspect you have breached, any terms of this Agreement;
12.4.2. You breach applicable laws or we reasonably believe you have breached applicable laws;
12.4.3. Your actions, we reasonably believe, could expose the Company, any Group Company, or any Operator to regulatory issues in any jurisdiction;
12.4.4. A regulatory authority orders or requires the Company, any Group Company, or an Operator to terminate its relationship with you.
12.5. If the Agreement is terminated for any reason, any unexpired or un-terminated IO or Negotiated Plan will also immediately and automatically end.

12.6. If the Agreement is terminated as per Sections ‎12.2 or ‎13.5, the Company shall pay you all due Commissions and Sub Affiliate Fees as of the termination date. If any IO and/or Negotiated Plan that has not ended or expired remains (including if suspended) and we have agreed to Additional Payments:

12.6.1.1. We shall pay you a pro rata amount of any Fixed Fee active as of the termination date, calculated from when the payment of the Fixed Fee became relevant to the termination date;
12.6.1.2. We are not liable for any unpaid Listing Fee;
12.6.1.3. If any Listing Fee has been paid by the Company, you must immediately repay this to the Company. Following our payment of the Commission, Sub Affiliate Fee, and Fixed Fee (where applicable), we are not liable for any further Affiliate Payments. We may hold the final payment of any Commission, Fixed Fee, and Sub Affiliate Commission for up to 80 days to ensure accuracy.

12.7. If the Agreement is terminated under Sections ‎3.1, 12.4, or ‎13.11, we retain all Affiliate Payments and are not liable to pay you any Affiliate Payments. Moreover, if under any IO and/or Negotiated Plan (not terminated or expired and possibly suspended) prior to the Agreement’s effective termination date we have paid you any Listing Fee, you must immediately repay this to the Company.

12.8. If an IO and/or Negotiated Plan is terminated under Section ‎12.2, then Sections ‎5.2-‎5.4 apply (where applicable). If in the terminated IO and/or Negotiated Plan, we agreed to Additional Payments:

12.8.1. We shall pay you a pro rata amount of any Fixed Fee in force at the termination date, calculated from when the Fixed Fee payment became relevant to the termination date;
12.8.2. We are not liable for any unpaid Listing Fee;
12.8.3. If any Listing Fee has been paid by the Company, you must immediately repay this to the Company. Following our payment of the Fixed Fee (as detailed in Section ‎12.8.1), we are not liable for any further payments under the terminated IO and/or Negotiated Plan.

13. Miscellaneous

13.1. Disclaimer

We do not provide any express or implied warranties or representations regarding the Affiliate Program, the Company, or the arrangements for Commission payments (including, but not limited to, warranties of functionality, fitness for a particular purpose, merchantability, legality, or non-infringement). Furthermore, we do not guarantee that the operation of our websites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. Should there be any discrepancies between the reports available in the Affiliate Account system and the records in the Company database, the information in the Company database will be considered accurate.

13.2. Indemnity and Limitation of Liability

You are required to indemnify and protect the Company, along with our directors, employees, and representatives, from all liabilities, losses, damages, and costs, including legal fees, arising from or related to (a) any violation by you of any term of the Affiliate Agreement, (b) the performance of your responsibilities under the Affiliate Agreement, (c) your negligent actions, or (d) any harm caused directly or indirectly by your negligent or intentional actions or failures, or unauthorized use of our creatives and links or this Affiliate Program. Our total liability will not exceed the lesser of the total commissions paid to you under this Agreement during the three (3) months prior to the event giving rise to our liability and 10,000 Euros.

The Company will not be liable for any direct or indirect, special, or consequential damages, including but not limited to loss of revenue, profits, or data, or any loss of goodwill or reputation, that may occur in connection with the Affiliate Agreement or the Affiliate Program, even if we have been informed of the possibility of such damages.

13.3. Non-Waiver

Our failure to insist on your strict compliance with any term of the Affiliate Agreement should not be seen as a waiver of our right to enforce that term, or any other term, at a later time.

13.4. Relationship of Parties

The Company and the Affiliate operate as independent entities, and the Affiliate Agreement does not establish any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You are not authorized to make or accept offers or representations on our behalf. Additionally, you must not make any statements, whether on your website or elsewhere, that could conflict with the terms of this Affiliate Agreement.

13.5. Force Majeure

Neither party shall be held liable for any delays or failures in fulfilling their duties under the Affiliate Agreement due to events beyond their reasonable control. Such events may include, but are not limited to, labor conflicts, strikes, industrial disruptions, acts of nature, terrorist activities, floods, lightning strikes, utility or communications breakdowns, earthquakes, or other unexpected occurrences. If such an event transpires, the impacted party is exempt from performing the duties affected by the event to the extent it is impeded. If the force majeure event persists beyond thirty (30) calendar days, either party may terminate the Affiliate Agreement immediately by issuing a written notice.

13.6. Assignability

You are not permitted to transfer the Affiliate Agreement, whether by operation of law or otherwise, without our prior written approval.

13.7. Severability

Should any clause of the Affiliate Agreement be determined to be invalid, illegal, or unenforceable in any respect, that clause will be deemed ineffective only to the extent of such invalidity, illegality, or unenforceability, without affecting the validity of the rest of the Affiliate Agreement or any of its other provisions.

13.8. English language

The Affiliate Agreement was first drafted in English. Should there be any conflict or discrepancy between the English language version and any other language, the English version shall prevail.

13.9. Modification of Terms & Conditions

We reserve the right to modify any terms and conditions of the Affiliate Agreement or replace it entirely at any time and at our sole discretion by posting a change notice or a new agreement on our site. Such modifications may include, for instance, changes to the scope of available Commissions and the rules of the Affiliate Program.

If you find any modification unacceptable, you must terminate the Affiliate Agreement. Your continued participation in our Affiliate Program after we have posted a change notice or a new agreement will be considered as your binding acceptance of the modifications or the new agreement.

13.10 Confidentiality

Any information provided to you by us, whether before or during the term of this Agreement, will be treated as our confidential information (“Confidential Information”). You are prohibited from using the Confidential Information for any purpose other than to fulfill your obligations under this Agreement.

You must not disclose any Confidential Information to any third party, except to your employees, officers, representatives, or advisers who need to know this information to fulfill your obligations under this Agreement. You must ensure that those employees, officers, representatives, or advisers comply with the terms of this Section ‎13.

You are also prohibited from making any public announcements about any aspect of this Agreement or your relationship with us without obtaining our prior written consent.

13.11. Personal Data

We gather and handle your Personal Data, which may include specific details such as your email addresses, transaction information, IP addresses, names, surnames, and, if relevant, the names of your employees.

By joining the Affiliate Program and utilizing the Affiliate Program Site, you confirm and accept the Royal Affiliates Privacy Policy, which is an integral part of this Agreement (“Privacy Policy”). We strongly recommend that you read this Privacy Policy thoroughly as it outlines the terms under which we process any Personal Data we collect from you or that you voluntarily provide to us.

You guarantee that you will process personal data strictly in accordance with the EU General Data Protection Regulation 2016/678 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the “GDPR”), the Gibraltar Data Protection Act 2004 (“Gibraltar DPA”), the Gibraltar General Data Protection Regulation (“Gibraltar GDPR”), and any other applicable laws. By entering into this Agreement, you are also deemed to enter into the Data Protection Addendum in Schedule A of this Agreement.

13.12 Amending the Agreement

We reserve the right to change the Affiliate Agreement at any time and solely at our discretion by posting the revised Affiliate Agreement on the Affiliate Program Site. You agree that any modifications will become effective as soon as the revised Affiliate Agreement is posted on the Affiliate Program Site, regardless of whether you have reviewed the changes. Furthermore, you acknowledge and agree that posting the revised Agreement constitutes sufficient notice of these changes.

By continuing to participate in the Affiliate Program after the revised Affiliate Agreement has been posted, you accept the amendments and agree to be bound by them. We recommend that you regularly visit the Affiliate Program Site to stay informed about the terms and conditions of this Affiliate Agreement.

If you do not agree to any amendment to the Agreement, your sole remedy is to terminate the Agreement as outlined in Section 12.2. This termination right is your only recourse in response to any amendments made to the Agreement.

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