Terms and Conditions – Mr Affiliate

Last Updated: 26^th September 2023

By completing and submitting the application form found on the MrAffiliate Website (which the Affiliate can locate by clicking here), the Affiliate acknowledges that it has read this Agreement and agrees to be bound by its terms and conditions.

This Agreement is made between you (the “Affiliate”) and MRG (as “MRG” is defined below).

1. DEFINITIONS

“Affiliate”:	Means the party (other than MRG) to this Agreement who wishes to join the MrAffiliate Program;
“Affiliate Customers”:	Means those potential MRG Customers that Affiliate directs (or has collected contact information from, for the purpose of directing) to Sites pursuant to this Agreement and who may become MRG Customers as a direct result of the Affiliate’s actions;
“Affiliate Fraud”	Means an actual or attempted act by the Affiliate which is reasonably deemed by MRG to be: (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud MRG or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes MRG or any of the Sites any damage or harm. Affiliate Fraud shall include, without limitation: collusion; abuse of bonuses or other promotions; abuse of the Affiliate Remuneration reward structure; violation of money-laundering or other laws and regulations; false, misleading or unauthorised advertising or representations; use of stolen credit cards; rake-back activity;
“Affiliate Remuneration”:	Means the remuneration paid to Affiliate by MRG, based on either: (i) Revenue Reward; (ii) CPA; (iii) a combination of Revenue Reward and CPA; or (iv) as otherwise agreed in writing between the parties, and in accordance with clause 8;
“Affiliate Tracking Software”:	Third party software that provides the Affiliate with traffic links, banners and reporting capabilities;
“Affiliate Tracking URL”:	A unique tracking URL created by MRG exclusively for the Affiliate, through which MRG Customers are directed to the respective Sites by Affiliate;
“Applicable Regulation”:	Means (i) any requirement of any applicable laws (including Consumer Protection Legislation): (ii) any present or future applicable code of practice (whether voluntary or binding) or adjudication of the Committee of Advertising Practice or the Advertising Standards Authority; (iii) any present or future applicable code of practice of a Gambling Regulator, including the LCCP; and (iv) any other rules, directions, laws, statutes, regulations, technical standards which are applicable to MRG, the MrAffiliate Program or the Affiliate, throughout the Territory, in each case, from time to time in force;
“Approve” and “Approved:	Means the approval of MRG, in its sole discretion, upon receipt, review and approval of the potential Affiliate’s application form, and the acceptance of the Affiliate into the MrAffiliate Program. For the purposes of this Agreement, an Affiliate shall be deemed to be “Approved” at the time on which MRG submits an email to the Affiliate confirming such approval;
“Approved Content”:	Means the Affiliate Tracking URL; Banners and Text Links; trade marks and any other content including mailers, video banners, widgets; in each case as made available by MRG to Affiliate via the Media Gallery from time to time;
“Approved Purpose”:	Means the use by Affiliate of Approved Content to direct genuine potential MRG Customers to the Site in order for such MRG Customers to deposit money using the Sites;
“Banners and Text Links”:	Are the graphical artwork or text that directs traffic to Sites, through the Affiliate Tracking URL, to permit an MRG Customer to hyperlink to any Site;
“Chargeback” or “Credit”:	Means any situation where a payment transaction is either revoked, incomplete or for which a credit is otherwise given. These include credit card transactions which are not collectable by the credit card company as a result of any MRG Customer’s non-payment or Customer Fraud;
“Confidential Information”	Has the meaning given to it in clause 9.1;
“Consumer Protection Legislation”:	Means the legislative and statutory requirements applicable to the conduct of arrangements with MRG Customers and potential customers, including, (without limitation), the Consumer Rights Act 2015 and the Consumer Protection from Unfair Trading Regulations 2008), each as amended from time to time;
“CPA”:	Means a fixed payment to be paid to the Affiliate in respect of each MRG Customer who makes a Deposit and who subsequently places a bet(s) (the details of any such fixed payments to be agreed in writing between the parties – for which email shall suffice);
“Customer Fraud”:	Means an actual or attempted act by any MRG Customer which is reasonably deemed by MRG to be: (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud MRG or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes MRG or any of the Sites any damage or harm. Customer Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions; violation of money-laundering or other laws and regulations; use of stolen credit cards;
“Data Protection Legislation”:	Means all applicable data protection, privacy and electronic marketing legislation, including any national legislation implementing Directive 95/46/EC and Directive 2002/58/EC, Regulation (EU) 2016/679 (the General Data Protection Regulation) (and any related national legislation), any equivalent, replacement or repealing legislation, and any codes of practice issued by a competent data protection regulator relating to the same at any time;
“Deposits”:	The successful transfer of funds by MRG Customers to their MRG Customer accounts via a Site;
“Excluded Customers”:	Means those individuals notified to the Affiliate by MRG who should not receive direct marketing from the Affiliate;
“Excluded Territories”:	Means any country, jurisdiction or territory included in the list of countries, as updated by MRG from time to time, found at: http://www.mraffiliate.com/restricted-countries/;
“Fraud”:	Means Affiliate Fraud and Customer Fraud;
“Gambling Regulator”:	Means any international, federal, state, local, foreign or any other governmental, regulatory or administrative authority, agency, commission, board, body or official or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) gambling, or the gambling activities of MRG and/or any members of its group from time to time, in any territory where MRG or any member of its group offers its products and/or provides its services;
“Gambling Taxes”:	Means any tax, duty or levy, including VAT or equivalent, payable by the MRG to any authority in any jurisdiction in respect of bets, stakes, rakes or entry fees received from MRG Customers, whether charged on turnover, gross profits and/or any other profit calculation, although not including corporate income tax or equivalent;
“Inactive Account Fee”	Has the meaning given to it on clause 8.7;
“Intellectual Property Rights”	Means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“KQC”	Means the ‘key qualifying criteria’ relating to promotions and/or the services of MRG;
“LCCP”	Means the licence conditions and codes of practice, as issued and updated from time to time by the UK Gambling Regulator;
“Licence”	Has the meaning given to it in clause 3.1;
“Licensing Objectives”:	Means the licensing objectives set out in Section 1 of the UK Gambling Act 2005 and any superseding legislation, being: (i) preventing gambling from being a source of crime and/or disorder, being associated with crime or disorder and/or being used to support crime; (ii) ensuring that gambling is conducted in a fair and open way; and (iii) protecting children and other vulnerable persons from being harmed and/or exploited by gambling;
“Media Gallery”:	Means the online repository where MRG will make available, and Affiliate can access and use, the Approved Content;
“MrAffiliate Program”	Means MRG’s “MrAffiliate” program, in such form as is determined by MRG from time to time.
“MrAffiliate Program Remuneration Table”:	Means the details, made available on the website of MRG via https://www.mraffiliate.com/reward-plans/, of the default remuneration that will be payable to the Affiliate.
“MRG”:	Means Admar Services (Gibraltar) Limited, a company registered in Gibraltar with registered company number 113955 and its registered office at 6/1 Waterport Place, Waterport Road, Gibraltar, GX11 1AA.
“MRG Customer”:	Is an individual that: (i) has opened a new account with MRG (or member of its group) in respect of a relevant Site; (ii) has not previously opened an account with MRG (or member of its group) in respect of such Site; (iii) has had their account registration details adequately validated and approved by MRG (or a member of its group), including (without limitation) that such individual is confirmed to be 18 years of age or above; (iv) places stakes, or plays, (as applicable) with deposited money on the relevant Site via the Affiliate’s Tracker(s); and (v) is qualified and authorised to access and use the relevant Site in accordance with the terms and conditions of use of such Site and complies with all applicable laws, rules and regulations;
“MRG IPR”	Means (i) all Intellectual Property Rights owned by and/or licensed to MRG, any group companies of MRG or any “Mr Green” brands; (ii) all databases of MRG Customers; (iii) all rights in and to the Sites; (iv) the MRG Trade Marks, (v) the Approved Content;
“MRG Trade Marks”:	Means any logo, trade mark, trade name, design, domain name, insignias or similar identifying material that are owned by, and/or licensed to, MRG or any of its group companies, or any of the Sites;
“Net Gaming Revenue”:	Means all real money wagers, bets and stakes actually received by MRG or member of its group from MRG Customers from MRG’s online sports betting and gaming products, less (i) any bonuses paid to that MRG Customer (taking into account any adjustments to the same); (ii) any winnings paid to that MRG Customer; (iii) Chargebacks; (iv) any credit card (or other payment) processing fees; (v) Gambling Taxes; (vi) any other revenue returns, credits, compensations or refunds given to MRG Customers; (v) any monies attributable to fraud; (vi) any payments by way of revenue share, platform fees, licence fees or royalties required to be made by MRG or any member of its group to any provider of services and functionality (for example, third party suppliers/Affiliates of third party remote gambling products or other technology); and (vii) all progressive jackpot contributions and jackpot insurance payments.
“Revenue Reward”:	Means a percentage of Net Gaming Revenues payable to the Affiliate;
“Sites”:	Means any website(s) operated, controlled and/or promoted by MRG, any group company of MRG or “Mr Green” brands (or any designated third party appointed by MRG from time to time), and all of their related pages, to which the links embedded within the Approved Content will direct potential MRG Customers;
“Term”:	Has the meaning given to it in clause 10.1;
“Territory”:	Means worldwide, excluding any Excluded Territories;

2. APPOINTMENT AND PROPRIETARY RIGHTS

Appointment

2.1. The parties hereby agree that this Agreement will become binding on each of them at the point Affiliate is Approved to be a participant in the MrAffiliate Program.

2.2. The Affiliate acknowledges, agrees and represents that it is not an employee, agent or subcontractor of MRG or any company in the same group of companies as MRG and is not connected in any way to a person or company which is in the same group of companies as MRG (each a “Connected Party”). Should Affiliate become a Connected Party at any time during the Term, it shall immediately notify MRG. Following such notification (or if MRG otherwise becomes aware that Affiliate is a Connected Party), MRG may terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate.

Statutory Requirements

2.3. The Affiliate acknowledges that MRG is:

a) licensed by the various Gambling Regulators;

b) is bound by various licence conditions and codes of practice (including those whose aim is to fulfil the Licensing Objectives); and

c) subject to the requirements of the Applicable Regulations.

2.4. By joining the MrAffiliate Program, the Affiliate hereby agrees, warrants and represents that it will, at all times:

a. conduct itself, when performing its obligations under this Agreement, in accordance with the Licensing Objectives and any applicable licence conditions, Applicable Regulations and/or codes of practice (including, in respect of any licence issued by a Gambling Regulator and/or the Licence Conditions and Codes of Practice);

b. comply with all Applicable Regulations in the jurisdiction in which it operates and any other jurisdiction to which it directs or makes available the Approved Content;

c. comply with any reasonable instructions of MRG or any policy which MRG may introduce from time to time;

d. not engage in any activity or activities, or be involved in any relationship, which could jeopardise MRG’s (or any member of its group’s): (i) business and/or (ii) compliance with Applicable Regulations or any licence, permission, authorisation and/or consent on which it relies for the purposes of conducting its business in any jurisdiction; and

e. provide, on request by MRG, such information to MRG as MRG may require in order to enable it (or any other member of its group) to comply with any Applicable Regulations (including any applicable information reporting obligations).

3. LICENCE TO USE THE APPROVED CONTENT

3.1. Once Affiliate has been Approved, MRG will be deemed (subject to the Affiliate’s compliance with this Agreement) to have granted to the Affiliate (or, where applicable, procured the grant from any other member of its group to the Affiliate of) a non-exclusive, revocable, non-transferable licence during the Term to use: (i) the Affiliate Tracking Software and (ii) any of the Approved Content solely for the Approved Purpose, throughout the Territory and in accordance with this Agreement (“Licence”). The Licence will terminate automatically upon the termination of this Agreement for any reason.

For the avoidance of doubt: (x) nothing in this Agreement shall be deemed to confer upon the Affiliate any right to direct potential MRG Customers to the Site via any advertisements, materials, means or content which are not Approved Content, (y) the Affiliate agrees and undertakes that it shall not attempt to direct any potential customers to the Site otherwise than via the Approved Content (save where the Affiliate has been granted a general written approval by MRG to do to do so and subject, always, to the Affiliate’s compliance with the terms of this Agreement) and (z) the Affiliate shall not, without receiving the Affiliate’s prior written consent (which shall only ever be given subject to the Affiliate’s compliance with the other terms and conditions of this Agreement) be permitted to use the Approved Content, or any other material which promotes MRG or its brands, on any website or application other than the Affiliate’s own websites or applications (such prohibition shall extend, for the avoidance of doubt, to social media websites or applications).

3.2. Affiliate acknowledges that MRG (and any other member of its group) may operate additional affiliate programs in connection with the Sites or any other sites, and (unless otherwise agreed in writing), the Affiliate will have no right in connection with such other programs.

3.3. The Affiliate acknowledges and agrees that: (i) as between the Affiliate and MRG, MRG or any other member of its group is the sole and exclusive owner of the MRG IPR; (ii) MRG is entitled to use the same in any way or manner at its sole discretion; and (iii) the Affiliate has no rights in and to the MRG IPR other than as expressly provided for in this Agreement. To the extent that the MRG IP vests in the Affiliate by operation of law or otherwise, the Affiliate hereby assigns, by way of a present assignment of future rights and with full title guarantee, the MRG IP to MRG.

3.4. The Affiliate acknowledges and agrees that all data relating to MRG Customers shall be and remain, as between the Affiliate and MRG, MRG’s exclusive property.

3.5. The Affiliate shall immediately cease to use all MRG IPR upon being notified to do so by MRG (either by electronic or written notification) or on any termination of this Agreement.

Commercial Use Only

3.6. The Licence granted to Affiliate, and the right to receive Affiliate Remuneration is in respect of genuine commercial use only. The Affiliate may not (and shall ensure that its family members, friends or associates do not) make Deposits, directly or indirectly, via any Affiliate Tracking URL or links contained within the Approved Content.

4. PROMOTION AND LINK TO SITES

4.1. By joining the MrAffiliate Program, the Affiliate agrees to use its best endeavours to market, promote and refer potential MRG Customers to the Sites, by displaying and sharing Approved Content.

4.2. The Affiliate will be solely liable for the content and manner of its marketing and promotional activities and for ensuring that such content and manner of marketing complies at all times with this Agreement and all Applicable Regulations.

4.3. In the event that MRG (or any member of its group) amends any Affiliate Tracking URL or any other URL embedded within any Approved Content (“New Content”) it shall notify Affiliate via email, the Affiliate Tracking Software or such other means as it deems appropriate (acting reasonably). Affiliate shall immediately upon such notification: (i) remove any previous and/or outdated content from its site; and (ii) ensure, following such notification, it uses only the New Content.

5. THE AFFILIATE’S RIGHTS AND OBLIGATIONS

KQC requirements

5.1. The Affiliate must ensure at all times that all KQCs relating to Approved Content (including Approved Content which relates to an advertisement, incentive or reward scheme under which a consumer is offered money, goods or any other advantage) are: (i) included on the applicable Approved Content itself and (ii) displayed in a clear, legible and transparent manner.

Marketing Regulation

5.2. The Affiliate hereby agrees, warrants and represents that all marketing, advertising and promotions targeted at potential MRG Customers will, at all times:

a. be undertaken in a socially responsible manner and not be sent to, targeted at, or be of particular or strong appeal to, persons younger than eighteen (18) years old or vulnerable persons (meaning persons whom Affiliate knows, suspects, or should have known or suspected, may be persons who have self-excluded from gambling or who are otherwise likely to be at risk of problem gambling); and

b. only be placed on websites operated by the Affiliate where the Affiliate is in total control of the appearance and presentation of such marketing, advertising and promotional material as well as the surrounding content.

5.3. In addition to the provisions of Clause 5.2 above, the Affiliate shall ensure that all marketing, advertising and promotions targeted at:

a. potential MRG Customers in the United Kingdom, or potential customers who are otherwise subject to regulation by the UK Gambling Regulator,shall:

i) include “#ad” and “Play Safe”;

ii) include any logos required by the “Gambling Industry Code for Socially Responsible Advertising” such as the “18+” and “BeGambleAware” logos (such “BeGambleAware” logo to include a link to https://www.begambleaware.org);

iii) include “Terms and Conditions apply”;

iv) include such other wording as may be required by MRG from time to time; and

v) (if such marketing, advertising and/or promotion is made available via a social media website or application pursuant to WH’s prior written consent under clause 3.1(z) above) only be made available on Facebook, Twitter or Instagram AND only where the Affiliate can ensure that at least 75% of the individuals who view such marketing, advertising or promotion are 18 years of age AND only where the relevant social media provider’s applicable age gating functionality is used to ensure that that such marketing, advertising and/or promotion is not being targeted at individuals who are under 25 years of age (or, in the case of Facebook, under 18 years of age). Separately, following the posting of four consecutive gambling related posts on any such social media website or application, the Affiliate undertakes to post a safer gambling message, on such social media website or application, which does not include any offers or links to gambling-related content.

b. potential MRG Customers in Denmark or otherwise subject to regulation by the Danish Gambling Regulator shall comply with the specific guidelines here.

c. potential MRG Customers in Sweden or otherwise subject to regulation by the Swedish Gambling Regulator shall comply with the specific guidelines here.

d. potential MRG Customers in Spain or otherwise subject to regulation by the Spanish Gambling Regulator shall comply with the specific guidelines here.

e. potential MRG Customers in Malta or otherwise subject to regulation by the Maltese Gambling Regulator shall comply with the specific guidelines here.

5.4. In addition to the provisions of Clause 5.2 and 5.3 above, the Affiliate shall comply with the requirements of EGBA Code of Conduct on Responsible Advertising for Online Gambling which can be found here.

Use of Approved Content

5.5. The Affiliate shall use only the Approved Content to promote or direct potential MRG Customers to the Sites and shall ensure that each promotion, challenge or similar which it makes available (via banners, links or otherwise): (i) are exclusively those which have been created by MRG (unless the Affiliate has received MRG’s prior written consent, on a one-off basis, to create its own promotion, challenge or similar) and (ii) include, one click away, a link to the terms and conditions which are applicable to such promotion and which have been prepared by MRG. The Affiliate shall not use any content, images, logos, banners or links to promote or direct potential MRG Customers to the Sites which is not Approved Content.

5.6. The Affiliate shall not, without the prior written consent of MRG (such consent to be given or withheld in MRG’s sole discretion) alter the appearance, design, layout, graphics or content of the Approved Content.

5.7. The Affiliate shall not alter the appearance, design or content of any Approved Content, or take any step that will or may have the effect of: (i) altering or removing any KQCs or other promotional terms and conditions included by MRG in or on any Approved Content; or (ii) affecting the means by which a potential MRG Customer may access such KQCs or other promotional terms and conditions from the Approved Content (including any action which would prevent any promotional terms and conditions from being accessible within a single ‘click’ of the Approved Content – or technological equivalent location in non-browser based platforms and technologies such as mobile phone applications- by potential MRG Customers).

Age Limitation

5.8. Participation as an Affiliate in the MrAffiliate Program is only permitted if the proposed Affiliate is the older of: (i) the legal age for gambling in the proposed Affiliate’s jurisdiction; or (ii) eighteen (18) years of age.

5.9. The Affiliate must provide appropriate evidence (as requested by MRG) of his/her age. MRG shall determine in its sole discretion whether or not any evidence provided is appropriate and sufficient to determine the Affiliate’s age.

5.10. The Affiliate acknowledges and agrees that, unless and until appropriate evidence of the Affiliate’s age has been provided in accordance with clause 5.9 of this Agreement above: (i) s/he will not be entitled to participate in the MrAffiliate Program; and (ii) the Affiliate’s account may be suspended until satisfactory proof of age is received by MRG.

5.11. The Affiliate will not, nor will it allow, assist or encourage others to, market and/or promote the MrAffiliate Program, any Approved Content or any of the Sites, directly or indirectly, to persons that are the younger of: (i) eighteen (18) years of age; or (ii) the legal age for gambling in the jurisdiction in which the Affiliate is targeting and/or operating.

5.12. The Affiliate will ensure that advertisements, incentives, promotions or any other materials (of whatever nature) which it makes available do not: (i) include any individual or content which strongly appeals to individuals who are under 18 years of age or (ii) include imagery of anyone who is, or who appears to be, under 25 years of age.

Excluded Territories

5.13. Under no circumstances shall the Affiliate:

a) market or promote any Site; or share or publish any Approved Content, within or to persons from any Excluded Territories; or

b) allow, assist or encourage circumvention of any restriction put in place by MRG and/or any Site in order to prevent access to any content within an Excluded Territory.

Affiliate’s Behaviour

5.14. The Affiliate will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly:

a) any act that involves Fraud;

b) the use of spam;

c) any act that alters, affects, redirects or in any way interferes with the operation or accessibility of the Sites or any page thereof;

d) any act that results, or could result, in the interception or redirection (including via user-installed software) of traffic from or on any online website or other place that participates in the MrAffiliate Program; or

e) any activity that in MRG’s reasonable opinion is unsuitable, fraudulent, erroneous, misrepresentative or inappropriate.

5.15. The Affiliate will at all times refrain from, immediately stop and not allow any act or traffic that involves Fraud or that it believes or should reasonably believe to potentially involve Fraud, or any act or traffic that MRG informs the Affiliate is suspected by it, at its discretion, to involve or potentially involve Fraud.

5.16. In the event that MRG suspects Affiliate Fraud (or Customer Fraud that relates in any way to the Affiliate) it reserves the right to place restrictions on the Affiliate’s account, including suspending the Affiliate’s account and retaining all sums within the account as well as commencing a full investigation (with which the Affiliate hereby agrees to fully comply and co-operate). The Affiliate hereby gives MRG its authorisation to inform the appropriate authorities or third parties of such an incident and only once MRG is satisfied that the matter is resolved (to MRG’s satisfaction) shall it remove any restrictions on the Affiliate’s account.

No Rake-Backs

5.17. MRG does not allow any form of rake-back in the MrAffiliate Program. The Affiliate will not offer any rake-back or so-called rake-back schemes whatsoever, or any similar schemes that offer or allow a portion of the MRG Customer’s rake to be returned to the MRG Customer in any form. The Affiliate must not advertise or be engaged with any site that offers rake-backs or similar schemes. MRG reserves the right to withhold any amounts due to the Affiliate if it believes the Affiliate was involved in any rake-back or similar activity.

Sole responsibility for the Affiliate’s Site

5.18. The Affiliate will be solely responsible for the operation and content of its sites, and shall ensure that materials and content posted on its site or, under its instructions or control, any third party site (including any of the search terms and/or key words linked to such content): (i) are not libellous, obscene, sexually explicit, violent or illegal; (ii) do not provide unauthorised access to copyrighted content; (iii) do not otherwise actually or potentially infringe any rights of MRG, a member of its group and/or any other third party; (iv) are original and owned by or licensed to the Affiliate, and that the ‘look and feel’ of the Affiliate’s site does not resemble any of the Sites; (v) negatively match against (and are not linked to by) any potentially harmful search terms including those likely to be used by persons attempting to stop or reduce their gambling (for example ‘gambling exclusion’ ‘block gambling account’ ‘stop gambling’) and (vi) are not otherwise deemed, at MRG’s sole discretion, unsuitable.

5.19. The Affiliate will remove (or procure the removal of) the content described at clause 5.18 immediately upon MRG notifying the Affiliate that it requires the Affiliate to do so. If Affiliate is unable or unwilling to remove such content, then MRG may terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate.

MRG IPR

5.20. The Affiliate shall not contest the validity, enforceability or ownership of the MRG IPR, the MrAffiliate Program or any of the Sites in any action or proceeding of whatever nature and shall not take any action that may prejudice MRG, the MRG IPR, the MrAffiliate Program or any of the Sites, or diminish MRG’s (or any of its group companies’) goodwill and/or reputation, or the goodwill in the MRG IPR.

5.21. The Affiliate shall not register or attempt to register any logo, trade mark, trade name, insignia, design, domain name or social media account that: (i) contains any element of MRG IPR, or (ii) is confusingly similar to any MRG IPR. In the event that the Affiliate registers any domain name or social media account in breach of this clause 5.21, it will, on demand by MRG, immediately cease its use of any such logo, trade mark, trade name, insignia, design, domain name or social media account and immediately transfer the same, at its own cost and expense, to MRG (or to a third party nominated by MRG).

5.22. The Affiliate shall not place, purchase or register ‘pre-click’ bids, keywords, search terms or any other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical to, similar to or otherwise resemble any MRG IPR. This includes any words containing, or derived from, such MRG IPR and any typo errors or phonetics of the same. In addition, the Affiliate undertakes to ensure that any search engine results which advertise the Affiliate’s websites or applications: (i) include “18+” and “Play Safe” on the first or second description level of the result; (ii) are subject to age restriction functions which are made available by the relevant search engine provider (and, in particular, the search engine results must not appear to any persons who have been identified by the search engine provider as being under 18 years of age or whose age has not been identified by the search engine provider) and (iii) must not advertise the Sites via any keyword which appears on the UK Industry Keyword Black List (the “Negative Keywords List”) which is made available to the Affiliate from time to time (e.g. during the Affiliate’s onboarding process, via MRG’s newsletters or otherwise). The Affiliate agrees and acknowledges that the contents of the Negative Keywords List constitute Confidential Information for the purposes of this Agreement and, in particular, clause 9.

Publicity

5.23. The Affiliate will not make any claims, representations or warranties in connection with MRG or any of the Sites. The Affiliate is not authorised to make any commitment or assume any liability or obligation on MRG’s behalf or on behalf of any of the Sites.

PIPCU

5.24. The Affiliate undertakes to contact the Police Intellectual Property Crime Unit (“PIPCU”) at [email protected] and access the PPCU’s Infringing Website List (the “List“). When marketing or promoting the Sites to any person or entity located in the United Kingdom, the Affiliate must not market or promote the Sites on any website, software, application or portal which appears on the List (as may be amended from time to time) and undertakes to check the List on a continuous basis in order to ensure that it is in strict compliance with such requirement.

5.25. The Affiliate acknowledges and agrees that, in the event that the Affiliate is found to be in breach of any of clauses 5.1 to 5.24 above, MRG reserves the right to suspend the Affiliate’s account (and otherwise, its access to the MrAffiliate Program) and/or withhold payment of all monies due to the Affiliate until it is satisfied that the matter is resolved and that the Affiliate is no longer in breach of any such clause. If MRG cannot satisfy itself that any such breach has been resolved, it reserves the right to treat all payments or amounts due to the Affiliate as forfeited and to immediately terminate the Agreement by providing notice in writing to the Affiliate.

6. IDENTITY VERIFICATION; CHECKS AND SUPPORTING DOCUMENTATION

Identity Verification

6.1. In accordance with MRG’s policies of:

a) prohibiting and actively preventing money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities;

b) complying with sanctions legislation throughout the world;

c) managing the risk of services being (or otherwise preventing services from being) offered to “Politically Exposed Persons”; and

d) knowing who its customers, suppliers and partners are in accordance with Applicable Regulation,

MRG will thoroughly verify the Affiliate’s identity, carry out checks and request documentation and/or other materials from the Affiliate from time to time (and the Affiliate agrees to provide any and all documentation and/or other materials requested by MRG for such purposes). Such verification may be undertaken via information provided by the Affiliate and/or by obtaining information from public sources and data.

6.2. Should MRG be unable, at any time, to adequately satisfy itself of the Affiliate’s identity or otherwise be unable to obtain adequate documentation and/or materials from, or in respect of, the Affiliate, MRG may: (i) (where the Affiliate has not yet been Approved) withhold its Approval of the Affiliate from the MrAffiliate Program or (ii) where the Agreement has come into force, terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate. In either such eventuality, MRG shall not be obliged to provide the Affiliate with any information as regards the reasons for such failure to identify the Affiliate.

6.3. The Affiliate agrees that MRG may use any personal information provided by the Affiliate for the purposes of verifying its identity in accordance with this clause 6.

Supporting Documentation

6.4. The Affiliate agrees to promptly provide MRG with any supporting documents requested by MRG from time to time. The Affiliate is aware that MRG has the right to delay and/or withhold payments if requested supporting documents have, at any time, not been received by MRG. Supporting documents requested by MRG may include originals and/or copies of any or all of the following (or any other documents):

a) For individuals: valid passport; valid driving licence; recent utility bill; letter of reference from the Affiliate’s bank; copies of recent bank statements.

b) For a company: certificate of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; information regarding the identity of the beneficial owner of the company and the identity of the directors of the company.

7. MRG’S RIGHTS AND OBLIGATIONS

Registering and Tracking MRG Customers

7.1. MRG will be responsible for registering MRG Customers and tracking their play and will calculate the Affiliate Remuneration accordingly. MRG may use the Affiliate Tracking URL, the Affiliate Tracking Software and/or cookies to conduct such tracking.

7.2. MRG reserves the right, at its sole discretion, to refuse new MRG Customers or to close the accounts of existing MRG Customers in accordance with any terms and conditions that apply in respect of such MRG Customers.

7.3. MRG may, from time to time, appoint third parties as designated parties whose websites shall be included, for the purposes of this Agreement, as Sites.

7.4. Payments. MRG will pay the Affiliate Remuneration in accordance with the applicable reward plan which applies between the parties.

7.5. Reports. MRG will provide the Affiliate with remote online access to reports regarding MRG Customer activity and the Affiliate Remuneration generated (if applicable). The form, content and frequency of the reports will be determined at MRG’s sole discretion (and shall be subject to change at MRG’s discretion). MRG will not be liable for the completeness or accuracy of any such reports.

7.6. Recording Calls. All telephone conversations between the Affiliate and any of MRG’s staff may be recorded and the Affiliate hereby consents to such recording. Any recordings will be treated as “Confidential Information” (as defined in clause 9 below) and may be used by MRG in the event of a misunderstanding, dispute or for training purposes.

8. AFFILIATE REMUNERATION

8.1. The mechanism for calculating the Affiliate Remuneration will be agreed in writing between the parties (for which email shall suffice). In the event no such written agreement is reached between the parties, the Affiliate Remuneration shall be structured on the basis of a Revenue Reward model and calculated in accordance with the MrAffiliate Program Remuneration Table.

8.2. For the avoidance of doubt, where there is no revenue received by MRG in respect of an MRG Customer transaction (and the Affiliate Remuneration payable to the Affiliate in respect of such MRG Customer is subject to a Revenue Reward model), no Affiliate Remuneration shall be payable in respect of such MRG Customer transaction.

8.3. For the avoidance of doubt, if in any calendar month, the total sum payable to an Affiliate amount to a negative sum, then such negative sum will be set-off against future payments due to the Affiliate until the full negative balance is set-off.

8.4. For the avoidance of doubt, where the Affiliate is entitled to receive a combination of CPA and Revenue Reward and, in a given calendar month, the Revenue Reward payable to the Affiliate amounts to a negative sum, the total Affiliate Remuneration payable in such calendar month will be the sum of any CPAs which are payable to the Affiliate less the applicable negative Net Gaming Revenue relating to such calendar month).

Dormant / inactive accounts

8.5. At any time where three (3) calendar months have passed without the Affiliate directing at least four MRG Customers to the Sites, MRG shall be entitled, in its discretion to: (i) suspend the Affiliate’s account; and/or (ii) reduce the rate of the Affiliate Remuneration. Such reduction may be notified to the Affiliate or may be published within the MrAffiliate Program Remuneration Table.

8.6. If sums are not withdrawn from the Affiliate’s account (for example, because the Affiliate has failed to supply documentation requested of it by MRG or the Affiliate’s bank account details are not correct) or the Affiliate’s account is otherwise inactive (such inactivity being where the Affiliate does not log into his/her account) for a period of at least six (6) months, the account will be deemed an “Inactive Account”. MRG may notify the Affiliate that its account is an Inactive Account and that the Inactive Account Fee will be deducted, pursuant to clause 8.7 below, if the Affiliate does not reactivate its account in accordance with the timeframe set out in such clause and in accordance with MRG’s instructions (“Inactive Account Notice”).

8.7. In the event an Inactive Account Notice is sent to the Affiliate, MRG shall be entitled to retain fifty percent (50%) of the total balance remaining in the Inactive Account (“Inactive Account Fee”) after fourteen (14) days have elapsed from the date of such Inactive Account Notice. Should the Affiliate subsequently fail to reactivate his/her account in accordance with MRG’s instructions, MRG shall be entitled, upon expiry of forty five (45) days from the date of the Inactive Account Notice, to retain the remainder of the balance on such Inactive Account without further notice to the Affiliate. Following such retention, the Affiliate’s account will be closed, and this Agreement will be deemed to have terminated.

Change of Affiliate Remuneration

8.8. The parties acknowledge and agree that MRG shall be entitled to change the MrAffiliate Program Remuneration Table at any time upon notice (e.g. via email or the MrAffiliate Program newsletter) to the Affiliate. Any such change (including a corresponding reduction to the Affiliate Remuneration) will take effect from the date set out in such notice (or if no such date is set out in the notice, the date on which the notice itself is sent to the Affiliate) MrAffiliate Program.

Payment Procedure

8.9. The Affiliate shall ensure that the payment and/or bank account details detailed in its account are accurate, complete and up to date. Affiliate shall promptly update its account details in the event that its payment or contact information changes.

8.10. At the start of every calendar month, MRG will make available to the Affiliate, in his/her account, a statement showing any sums due to the Affiliate in respect of the previous calendar month (each a “Statement”). All calculations in connection with the Statement (and the corresponding Affiliate Remuneration) will be made by MRG (based on its systems, data and records) and such calculations will, in the absence of manifest error, be final and binding.

8.11. As part of its monthly payments process, MRG will carry out a data reconciliation process to ensure data accuracy and correct billing for the previous month. This process may include: (a) the detection of Fraud (and any payments connected to Fraud shall be excluded from the Affiliate’s Remuneration) and (b) failed transactions attributed to the Affiliate’s account. MRG shall begin the reconciliation process at the start of each calendar month.

Payment to Affiliate / Minimum Thresholds

8.12. MRG will pay the Affiliate Remuneration in accordance with each Statement within thirty (30) days of the calendar month to which the Statement relates. Payment shall be made in either Pounds Sterling, US Dollars or Euros (as determined by MRG) and payment method (where available), provided that the amount payable to the Affiliate is:

a) where the Affiliate is using any e-payment system (such as Ecopayz, Skrill, PayPal or Neteller) made available by MRG and operational in the Affiliate’s respective jurisdiction from time to time (it being the Affiliate’s responsibility to check that such e-payment system is effective in the Affiliate’s location in advance), not less than € 100 (one hundred Euros) (or equivalent amount in the relevant currency); and/or

b) where the Affiliate is paid by wire transfer, not less than € 100 (one hundred Euros),

in each case, the “Monthly Minimum”.

8.13. If the Monthly Minimum is not achieved by the Affiliate in a particular calendar month, MRG will be entitled to withhold payment and carry the amount due to the Affiliate forward to the next calendar month (and so on) until the Monthly Minimum is reached. All payments will be due and paid in the currency selected by the Affiliate pursuant clause 8.12.

8.14. MRG will transfer funds only to the designated bank account detailed on the Affiliate’s application form (or any such bank account which has been updated via the Affiliate’s account and approved by MRG). It is the Affiliate’s responsibility to ensure that such designated bank account is not restricted from receiving funds from MRG. Third party wire transfers are prohibited by MRG. In the event that the Affiliate, and/or the Affiliate’s designated bank account, is located within the United States of America or any other non-UK jurisdiction, Affiliate may be required to comply with additional requirements in order to receive payment (such requirements to be notified by MRG to the Affiliate from time to time).

Taxes and charges

8.15. The Affiliate is fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to it under this Agreement. The Affiliate hereby indemnifies and agrees to immediately reimburse MRG for any costs, expenses or losses that may be caused to, or suffered by MRG as a result of any claim or demand made by any governmental or other authority with regard to tax withholding obligations or similar obligations to which MRG may be subject in connection with its relationship with (or as a consequence of making payments to) the Affiliate. MRG will be entitled to withhold or set-off any such amounts from any payments made to the Affiliate.

8.16. In the event that, for whatever reason (including incorrect details being provided by the Affiliate), MRG is charged by either its own, or the Affiliate’s bank for paying, or attempting to pay the Affiliate Remuneration (“Bank Charges”), Affiliate hereby indemnifies MRG in respect of any and all sums which are paid or payable by MRG in respect of such Bank Charges. MRG shall be entitled to set-off Bank Charges against future Affiliate Remuneration owing to the Affiliate and/or may request immediate repayment of such Bank Charges from the Affiliate.

Right to withhold and set-off amounts

8.17. MRG shall be entitled to withhold any amounts due and payable to the Affiliate under this Agreement, including if MRG, in its sole discretion, considers:

a) that any Affiliate Fraud has taken place by, or in relation to, the Affiliate;

b) that any Affiliate Fraud is being contemplated by the Affiliate; and

c) that any Customer Fraud has taken place.

8.18. Further, MRG shall be entitled to set-off from future amounts payable to the Affiliate, any amounts already received by the Affiliate which MRG considers have been generated by Fraud.

9. CONFIDENTIALITY

9.1. During the Affiliate’s participation in the MrAffiliate Program, MRG may disclose to the Affiliate or the Affiliate might otherwise obtain certain information which is either marked as or by its nature is confidential and/or is proprietary to MRG or a member of its group (herein referred to as “Confidential Information“).

9.2. The Affiliate shall keep all such Confidential Information in strict confidence and not use any part of it, directly or indirectly, for any purpose other than the Approved Purpose.

9.3. Confidential Information shall not include any information that is generally known or available to the public (other than as a consequence of a breach of this Agreement), or information required to be disclosed by applicable law (in which case the Affiliate will give MRG notice of such requirement prior to its disclosure).

10. TERM AND TERMINATION

10.1. This Agreement will come into force when the Affiliate’s application to join the MrAffiliate Program is Approved and shall continue in force unless and until either the Affiliate or MRG notifies the other in writing (via email shall suffice) that it wishes to terminate this Agreement, in which circumstances this Agreement will terminate with immediate effect (“Term”).

10.2. Notwithstanding the provisions of clause 10.1above, and in addition to its other termination rights set out in this Agreement, MRG may immediately terminate this Agreement, by providing notice in writing to the Affiliate (for which email shall suffice), if it determines, in its sole discretion:

a) that the Affiliate is engaged in, or is suspected of being engaged in, Affiliate Fraud;

b) that any MRG Customers (which were introduced by, or are connected to, the Affiliate) are engaged in, or are suspected of being engaged in, Customer Fraud;

c) that it has not been provided with documentary or other evidence (in each case to MRG’s satisfaction) regarding the Affiliate’s identity;

d) that the Affiliate, or any of the Affiliate’s activities, pose(s) a risk to the integrity of the MrAffiliate Program;

e) that the Affiliate’s site is targeted at, or otherwise permits access to, people younger than: (i) the age of eighteen (18); or (ii) the minimum age which is necessary to participate in gambling activities in the respective jurisdiction;

f) that the Affiliate’s site is aimed at customers in, or otherwise permits access to, any of the Excluded Territories;

g) that the Affiliate’s site: (i) promotes discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation or age, (ii) includes content which is libellous, obscene, sexually explicit or violent, (iii) promotes any unlawful activities or (iv) is otherwise deemed unsuitable or inappropriate by MRG;

h) that the Affiliate or the Affiliate’s site violates any MRG IPR or the intellectual property rights of any third party;

i) that the Affiliate or the Affiliate’s site is in breach of any Applicable Regulation or that MRG’s (or member of its group’s) affiliation with, or connection to, such site (or the Affiliate) would cause MRG (or a member of its group) to breach any Applicable Regulation;

j) that a change in Applicable Regulation (which has occurred or which is due to occur) would result in: (i) this Agreement becoming, or being likely to become, unlawful, illegal or unenforceable and/or (ii) it being likely MRG would cease to receive the commercial benefit from this Agreement which it had anticipated to receive at the date on which it became effective;

k) that the Affiliate has failed to comply with clause 2.4;

l) that the Affiliate’s activity is deemed by MRG to prejudice MRG’s compliance with any Applicable Regulations;

m) that the Affiliate has not complied with its data protection obligations under clause 19 below; or

n) that the Affiliate has materially breached this Agreement.

Consequences of Termination

10.3. Upon the termination of this Agreement for any reason, all rights and licences granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate shall not be entitled to any additional Affiliate Remuneration post-termination. Further, the Affiliate must immediately:

a) remove any and all of the Approved Content from its site;

b) disable any links from its site to any Site;

c) comply with any instructions of MRG with respect to the return, destruction or deletion of any materials which have been provided, or made available, to it by MRG; and

d) stop any activity which promotes, creates and/or implies an association between the Affiliate (on the one hand) and the MrAffiliate Program, MRG (or any member of its group) or the Sites (on the other hand).

10.4. MRG may withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from the Affiliate to MRG. MRG will be entitled to deduct, from any payments due and payable to the Affiliate, any such debts and/or liabilities owed to it by the Affiliate (if any).

10.5. Any continued access and use by MRG Customers of any of the Sites following the termination of this Agreement shall not constitute a continuation or renewal of this Agreement or a waiver of any prior termination or termination notice. For the avoidance of doubt, no additional payments will be due from MRG to the Affiliate in relation to MRG Customers who were introduced to a Site via the Affiliate.

10.6. The following clauses (together with any clauses which, by their nature, are intended to survive termination) shall survive termination of this Agreement for any reason: 2.4, 8.6, 10.3, 10.4, 11, 12, 13, 15, and 20.

11. THE AFFILIATE’S REPRESENTATIONS AND WARRANTIES

11.1. Without derogating from, and in addition to, any of the Affiliate’s other representations, warranties, covenants and obligations set out in this Agreement, the Affiliate hereby represents and warrants to MRG that:

a) the execution, delivery and performance by the Affiliate of this Agreement and the completion by the Affiliate of the transactions contemplated hereby will not conflict with or violate any Applicable Regulation or other law, rule, regulation or agreement to which the Affiliate is subject;

b) the Affiliate is not under the age of:(i) eighteen (18) or (ii) the age at which gambling activities are legal under the law of the jurisdiction which applies to the Affiliate;

c) the Affiliate is not a resident of, and does not make any sites available or otherwise operate in, any of the Excluded Territories;

d) the Affiliate is not involved in or does not intend to be involved in or is not aware of any act or traffic that involves its site and that constitutes or can be reasonably expected to constitute fraud or illegal activity under any applicable law, rule or regulation (including those relating to money laundering);

e) the Affiliate will not, while using the Approved Content on or in respect of the Affiliate’s site, infringe (i) the MRG IPR; or (ii) the intellectual property rights of any third party;

f) it will not breach any of clauses 5.1 to 5.23;

g) it does not consider MRG’s services (or any member of their group) to be offensive, objectionable, improper or unfair in any way

h) it shall not market or promote the Sites in any manner which: (i) portrays, condones or encourages behaviour that is socially irresponsible or which can lead to social or emotional harm; (ii) condones or encourages anti-social behaviour; (ii) exploits the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of people or vulnerable persons; (iii) suggests or applies peer pressure to gamble or that abstention from gambling is disparaging (iv) suggests that gambling is a “rite of passage”; or (v) suggests that gambling can resolve financial problems or make people appear more attractive;

i) it is receiving the benefit of this Agreement as a business and not as a consumer (and, in receiving the benefit of this Agreement, it will not hold itself out as a consumer in any respect); and

j) it shall ensure that the Approved Content (and any other content relating to MRG or its brands) does not appear alongside, or on the same website page or application page as, the content of any betting operators who carry out their business without the requisite regulatory licences in the United Kingdom.

12. INDEMNITY

12.1. Without limiting any of MRG’s rights and remedies hereunder or under any Applicable Regulation, the Affiliate hereby agrees to defend and hold MRG and its shareholders, directors, officers, employees, agents and other representative harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) resulting from, arising out of, or in any way connected with:

a) any breach by the Affiliate of any warranty, representation or other term set out in this Agreement;

b) the performance of the Affiliate’s duties and obligations under this Agreement;

c) any breach by the Affiliate of any Applicable Regulation;

d) any action or omission by or of Affiliate that causes MRG (or any member of its group) to be in breach of any Applicable Regulation;

e) any claim or demand by a third party relating to the development, operation, maintenance or content of the Affiliate’s website (including the content on it, its domain name, any metatag or any adword or other search engine optimisation tool connected to it); and

f) any and all payments that MRG (or a member of its group) is required to make to any of the Affiliate’s employees in the event that any judgment is imposed on MRG stating that an employer-employee relationship existed between MRG (or member of its group) and such Affiliate employee.

13. LEGALITY OF USE

13.1. The Affiliate accepts sole responsibility for determining whether its participation in the MrAffiliate Program is compliant with Applicable Regulations. The Affiliate understands and hereby acknowledges that MRG does not provide any guarantee, recommendation or assurance regarding such compliance.

13.2. The Affiliate acknowledges that it should obtain independent legal advice in respect of its participation in the MrAffiliate Program, and that, if the Affiliate has any doubts or concerns regarding its participation in the MrAffiliate Program or the receipt of any payments from MRG, the Affiliate should not participate in the MrAffiliate Program.

14. NO WARRANTIES

14.1. Except as expressly set forth in this Agreement, MRG does not make any express or implied warranties or representations with respect to the MrAffiliate Program or in respect of any arrangements contemplated by this Agreement (including with respect to their functionality, fitness for any particular purpose, suitability, merchantability, legality or non-infringement).

14.2. In addition, MRG does not make any representation that the operation of the Sites will be uninterrupted or error-free and MRG will not be liable for the consequences of any interruptions or errors.

14.3. MRG shall not be liable in any way, nor shall it assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, content or any other aspect related thereto.

15. LIMITATION OF LIABILITY

15.1. Any liability of MRG to the Affiliate arising under or in connection with this Agreement and the MrAffiliate Program is limited to direct losses only. MRG will not, under any circumstances, be liable for indirect, special, or consequential damage or loss of any kind, nor will it be liable for any other losses including, without limitation:

a) loss of business, profits, revenue, contracts or anticipated savings,

b) loss, damage or corruption of or to any data,

even if it has been advised of the possibility of such damages or losses.

15.2. In any event and under any and all circumstances, MRG’s total liability arising under or in connection with this Agreement and the MrAffiliate Program will not exceed the lower of: (i) the aggregate of all payments actually paid to the Affiliate under this Agreement over the twelve (12) month period preceding the event giving rise to the liability; and (ii) €10,000 (ten thousand euros).

15.3. Nothing in this Agreement shall serve to limit either party’s liability to the other for: (i) death or personal injury caused by that party’s negligence; (ii) fraud or fraudulent misrepresentation or (iii) any other claim which cannot be excluded or limited by law.

15.4. For the avoidance of doubt, in no event shall MRG (or a member of its group) be responsible or have any liability for any dispute or claim between the Affiliate and: (i) any Affiliate Customer (ii) any MRG Customer or (iii) any other user of the Affiliate’s website. Affiliate hereby agrees to defend and hold MRG (and each member of their group) and their shareholders, directors, officers, employees, agents and other representative harmless from, and to immediately indemnify them upon their written demand against, any and all liabilities, losses, damages, costs and expenses, (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) which result from, arise out of, or are in any way connected with such disputes or claims.

16. RELATIONSHIP OF PARTIES

16.1. The relationship between the parties to this Agreement is that of independent contractors and nothing contained in this Agreement shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between the parties.

16.2. No party possesses the power or authority to bind the other, or to assume or create any obligation or responsibility, expressed or implied, on behalf of the other, and no party shall represent to anyone that it possesses such power or authority. The Affiliate will not make any statement, whether orally, on its site or otherwise, that could be reasonably construed to contradict the foregoing.

17. AMENDMENTS TO AGREEMENT

17.1. Without prejudice to clause 17.2below, MRG may unilaterally amend any of the terms and conditions set out in this Agreement, at any time and at its sole discretion, by posting the amended agreement on the “Terms & Conditions” page on the MrAffiliate Website. Any changes will take effect from the date specified at the head of the updated version of this Agreement (“Amendment Date”), and Affiliate hereby agrees to be bound by such changes on and from the Amendment Date. The Affiliate is solely responsible for regularly checking the MrAffiliate Website and making itself aware of any such amended versions and changes.

17.2. Notwithstanding the generality of clause 17.1or any other provision of this Agreement, MRG shall be entitled to require that the Affiliate amends, deletes or removes (promptly and, in any event, within 48 hours) any or all of the Approved Content in accordance with MRG’s instructions.

17.3. Any variation of or amendment to this Agreement must, if the variation or amendment is proposed by: (i) MRG, be published on the MrAffiliate Website; and (ii) Affiliate, be documented in writing and signed by both parties. None of Affiliate, or the Affiliate or MRG’s employees, officers or agents may orally amend, modify or waive any provision of this Agreement.

17.4. If any amendment made pursuant to clause 17.1 is unacceptable to the Affiliate, the Affiliate’s only recourse is to terminate this Agreement, pursuant to clause 10.1, with immediate effect. Affiliate’s continued participation in the MrAffiliate Program following the Amendment Date will constitute a binding acceptance by Affiliate of the amended Agreement, irrespective of whether or not the Affiliate has actually learned of or read the relevant changes.

18. MARKETING

18.1. Affiliate agrees that it shall not send direct promotional or marketing messages to any MRG Customer or potential MRG Customer via email, post, SMS, or any other means unless it has received MRG’s explicit prior written consent. In no circumstance shall any consent provided by MRG pursuant to this clause 18.1 include the right for Affiliate to send any such direct marketing messages, or any other content, to Excluded Customers.

18.2. In the event that Affiliate has been given written permission by MRG to engage in direct marketing, the Affiliate shall, prior to sending any such communication, share its database of Affiliate Customers (“Affiliate Database”) with MRG (via a secure method as notified by MRG to the Affiliate from time-to-time). MRG will use its bespoke software (the “Excluded Customers API“) to identify anyone within the Affiliate Database who is an Excluded Customer. MRG will remove the Excluded Customers from the Affiliate Database before returning the revised Affiliate Database to the Affiliate. MRG shall use the data within the Affiliate Database solely for the purpose of identifying and removing any Excluded Customers. The removal of the Excluded Customers from the Affiliate Database shall not relieve the Affiliate of any of its obligations under this clause 18.

19. DATA PROTECTION

Data Protection Legislation & MRG Customers

19.1. For the purposes of this Agreement, the terms “controller”, “data subject”, “personal data”, “process”, “processing” and “processor” shall each have the meaning given to them in the Data Protection Legislation.

19.2. The Affiliate acknowledges and agrees that it is a controller in respect of personal data of Affiliate Customers. The Affiliate acknowledges and agrees that MRG shall be a controller in respect of personal data of MRG Customers.

19.3. In the event of duplication of any data subject’s personal data between Affiliate Customers and MRG Customers, the Affiliate and MRG acknowledge and agree that they shall be acting as controllers in common and not joint controllers in respect of the independent processing of such data subject’s personal data.

19.4. The Affiliate represents, warrants and agrees that, subject always to clause 18.1 and 18.2:

a) it shall always obtain the express and valid consent of Affiliate Customers (in accordance with the requirements of the Data Protection Legislation) to whom it sends direct marketing;

b) any direct marketing it sends out to Affiliate Customers and the consents related to the same shall be independent of, and governed separately from, any marketing consents that MRG may have in respect of MRG’s own marketing of its own services;

c) all direct marketing sent to Affiliate Customers shall include an opportunity for Affiliate Customers to opt-out of all future direct marketing from Affiliate;

d) it will not send any direct marketing to Affiliate Customers: (i) who have not given express consent to receive direct marketing; (ii) who have opted out from such marketing; or (iii) where MRG has notified Affiliate in writing (pursuant to the Excluded Customers API or otherwise) that such MRG Customer must not be contacted;

e) it shall at all times comply with the Data Protection Legislation including, without limitation, ensuring that Affiliate Customers’ personal data: (i) is collected fairly, lawfully and transparently; (ii) is processed in accordance with a lawful condition (as set out in the Data Protection Legislation); and (iii) is protected from loss, theft, accidental destruction or unauthorised access by implementing appropriate technical and organisation measures in respect of such personal data; and

f) any communications sent by it or any of its sub-processors are duly tagged to allow tracking in the event that they are forwarded to MRG (or member of its group) as part of a complaint.

19.5. The Affiliate shall not (save for the Approved Content) market any goods or services to any MRG Customer or transfer such MRG Customer’s details to any third party, unless that MRG Customer’s personal data is in the Affiliate’s possession prior to the execution, and independently of, of this Agreement.

19.6. The Affiliate shall notify MRG immediately in the event that it breaches (or suspects that it has breached): (i) any of the provisions of this clause 19 or (ii) the Data Protection Legislation in respect of an MRG Customer.

19.7. The Affiliate shall comply with (and shall confirm its compliance by email to [email protected]) any instructions given by MRG in respect of this clause 19, no less than 48 hours after receipt of such instruction.

19.8. The Affiliate shall notify MRG immediately in the event that: (i) any Affiliate Customer makes a complaint to the Affiliate, or (ii) any competent data protection regulator contacts the Affiliate in respect of direct marketing, the Affiliate’s processing of any Affiliate Customer’s personal data or any other matter which might impact MRG (or member of its group).

19.9. Without prejudice to clause 19.8, MRG may, from time to time, request that the Affiliate provides evidence of its compliance with this clause 19and Affiliate shall promptly provide such evidence as MRG may reasonably request and, in any event, within seven (7) days of receipt of such request.

19.10. The Affiliate shall ensure that any Processor acting on its behalf complies with Data Protection Legislation and ensures the Processor and any of the Processors’ sub-processors process the data securely and in compliance with Data Protection Legislation.

19.11. The Affiliate shall provide MRG with all such assistance as necessary or requested by MRG in respect of data breaches, claims and requests for information made in relation to MRG (including any data subject access requests) in respect of any communications sent by the Affiliate under this Agreement (including any investigations made by a competent data protection regulator).

19.12. The Affiliate hereby indemnifies MRG (and each member of its group) in respect of all costs, claims, fines, group actions, damages and expenses incurred by MRG (and/or member of its group, or for which MRG (or member of its group) may become liable, due to any failure by the Affiliate, its employees, agents, subcontractors or processors, to comply with any of its (or their) obligations under this clause 19and/or the Data Protection Legislation. Nothing in this Agreement shall limit the Affiliate’s liability under this clause 19.

Use of the Affiliate’s personal data.

19.13. The Affiliate hereby acknowledges that MRG may process the Affiliate’s personal data for the following purposes:

a) to set up and maintain the Affiliate’s account with MRG;

b) to make payment of the Affiliate Commission to the Affiliate;

c) sharing the Affiliate’s account information with any third party platform engaged by MRG from time to time, as necessary to facilitate the management of the MrAffiliate Program, including the making available of Banners and Links to the Affiliate, and calculating the Affiliate Remuneration;

d) to comply with relevant regulations regarding the Affiliate’s registration with MRG, including verifying the information which the Affiliate provides to MRG;

e) to monitor the activities (of either the Affiliates and/or MRG Customers) in order to detect fraudulent or otherwise unlawful, criminal or improper activities (including money laundering) and breaches of this Agreement and/or the MrAffiliate Program;

f) to investigate and/or prevent any of the activities at clause 19.13 e), and to report any such activities to any relevant authorities; and/or other online gambling and gaming operators or other online service providers;

g) to keep the Affiliate informed of future events, offers and promotions in relation to its account;

h) to provide the Affiliate with important information about the Affiliate’s account; and

i) for any other purpose which is necessary for the performance of MRG’s contractual obligations to the Affiliate, or for enforcing the Affiliate’s compliance with its contractual obligations to MRG.

19.14. The Affiliate further acknowledges that its personal data may be disclosed by MRG to relevant third parties for such purposes, including (without limitation) to:

a) identification and/or age verification agencies;

b) credit checking agencies; and/or

c) relevant authorities, other online gambling and gaming operators, other online service providers, banks, credit card companies, electronic payment providers or other financial institutions,

d) and the Affiliate hereby agrees to cooperate fully and promptly with MRG in respect of any such investigations of activities which it or any such third party may carry out.

19.15. MRG shall ensure that, where the Affiliate’s personal data is transferred outside of the European Economic Area, it shall have adequate measures in place to maintain the security of the Affiliate’s personal information.

20. MISCELLANEOUS

20.1. Remedies and Injunctive Relief. The exercise of one or more of MRG’s rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. The Affiliate acknowledges, confirms and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach by the Affiliate of any provision of this Agreement, MRG’s rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy. Nothing set out this Agreement shall limit or affect any of MRG’s rights at law, equity, contract or otherwise for a breach or threatened breach of any provision of this Agreement.

Governing Law and Jurisdiction.

20.2. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

20.3. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

20.4. The English language version of this Agreement will prevail over any other language version issued by MRG.

20.5. Severability. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the remainder of this Agreement.

20.6. Third Parties. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

20.7. No Waiver. MRG’s failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

20.8. No Assignment. The Affiliate may not assign or transfer this Agreement, the Licence or any part thereof without MRG’s prior written consent.

20.9. Entire Agreement. This Agreement constitutes the complete understanding and agreement of the parties and supersedes all prior negotiations, understandings, agreements, representations and warranties of any nature whether or not in writing between the parties with respect to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings, misrepresentations or representations that were made by or on behalf of the other party in relation to the subject matter of this Agreement at any time before its signature, other than those that are set out expressly (or cross-referred to) in this Agreement. Notwithstanding the foregoing, nothing in this clause 20will exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.

20.10. Notices. Unless otherwise agreed to by the parties in writing, all notices required under this Agreement will be deemed effective: (i) in the case of notices sent by the Affiliate, when received and read by MRG with a read receipt requested by way of email to [email protected], and (ii) in the case of notices sent from MRG to the Affiliate (save where MRG is permitted to amend this Agreement in accordance with clause 17.1– in which circumstances the amendments will take effect in accordance with that clause), when the email is sent to the email address registered by the Affiliate when setting up its account (or which is otherwise updated by the Affiliate via its account).

20.11 Interpretation. If the Affiliate is unsure as to whether any of its marketing (or other) activities comply with the terms of this Agreement, it hereby undertakes that it shall not conduct such marketing (or other) activities without first obtaining the prior written approval of MRG.