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PowerPlay Affiliates Terms and Conditions

Please read these Affiliate Terms and Conditions carefully before applying to become an Affiliate, as they set out our and your legal rights and obligations in relation to our Affiliate Programme. You will be asked to agree to these Affiliate Terms before becoming an Affiliate.

If you have any questions or comments about the PowerPlay Affiliate Programme, please contact us by writing to our Affiliate Team at [email protected]

Contents

1. Definitions and interpretation

2. The Agreement

3. Affiliate Programme

4. Affiliate obligations

5. Intellectual Property Rights

6. Payments

7. Warranties

8. Indemnity

9. Liability

10. Force Majeure Events

11. Termination

12. General

13. Data Protection and Privacy

14. High-Roller Policy

15. Marketing Compliance

1. Definitions and interpretation

1.1 In the Agreement:

“Acceptance Email” means an email sent by the Company to an Affiliate in accordance with Clause 2.3 confirming that the applicant has been accepted into the Affiliate Programme;

“Affiliate” means the person (natural person or legal entity) specified as the applicant for our Affiliate Programme on the Registration Form;

"Affiliate Account" means the account registered with the Affiliate Tracking Software in which the Company records the Affiliate Activity, Commissions and all other activities under this Agreement;

"Affiliate Activity" means all marketing activity conducted by the Affiliate in relation to the promotion of the PowerPlay Website, Products, and Services;

“Affiliate Programme” means the Company's website affiliate programme for the PowerPlay brand;

“Affiliate Site” means the website, websites, social media pages or apps owned and operated by the Affiliate and specified on the Registration Form;

“Agreement” means the agreement between the Company and the Affiliate incorporating these Affiliate Terms, the Registration Form and the Acceptance Email, and any amendments to it from time to time;

"Bonus" means any promotion, incentive, or other giveaway offered to customers of the PowerPlay Website;

"Commission" means the compensation due to the Affiliate based on the agreed Reward Plan and the activities of the New Customers referred by the Affiliate;

“Company” means PowerPlay, the brand operated by the Company, which participates in and is promoted through the Affiliate Program Network.

"CPA" or "Cost Per Acquisition" means a flat fee paid to the Affiliate for each New Depositing Customer that meets the criteria set forth in this Agreement and confirmed by the Affiliate Account Manager;

"Data Protection Laws" means all applicable legislation related to data protection and privacy including the General Data Protection Regulation (EU) 2016/679 (GDPR) and any legislation that amends, extends, consolidates, replaces or supersedes it, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data;

“Deductible Costs” means any third party costs incurred by PowerPlay in connection with the operation of the PowerPlay Sites which are attributable to the activity of any Customer(s), including but not limited to any payment processing charges, license fees, royalties, and other applicable third party payments.

“Effective Date” means the date the Agreement comes into force as specified in Clause 2;

"Fraud Traffic" means deposits, revenues or traffic generated through illegal means or in bad faith, including but not limited to robots, automated software, stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, creation of fake accounts, offering incentives, referral bonuses, or any other similar behavior;

"Gross Gaming Revenue" or "GGR" means the total amount wagered by your referred players less the total amount paid out to those players in that period;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Leads” means users who register on the PowerPlay Website via the Affiliate’s unique tracking links, regardless of whether they deposit or wager;

“Link” means a hyperlink, tracking code, or referral asset (whether embedded in text, image, button, QR code, or deep link) directing users from Affiliate-owned platforms (including websites, mobile apps, email, or social media) to the PowerPlay Website or mobile applications, in a form and placement approved by the Company.

"Net Gaming Revenue" or "NGR" means Gross Gaming Revenue after the deductions which include:

a) software hosting and provisioning costs

b) bank or financial intermediary handling charges (including for use of "electronic wallets" and chargebacks and refunds)

c) all direct costs of providing the service to users (including charges of age, ID and geographic location verification costs)

d) fraudulent or voided transactions

e) the cost of promotional offers

f) payments to sporting bodies, and liability for tax and data licence fees;

"New Customer" means a customer who registers with the PowerPlay Website after clicking on a Link from the Affiliate Site, and who has not previously been registered with the PowerPlay Website;

"New Depositing Customer" means a user who registers via the Affiliate’s tracking link and makes their first deposit with the Company. This definition does not imply CPA qualification unless additional eligibility criteria are met as defined in the relevant Reward Plan.

“Parties” means the Affiliate and the Company. The Affiliate and the Company may be referred to individually as a “Party” or collectively as the “Parties”.

“Payments” means the compensation due to the Affiliate under the agreed reward model, which may include a cost-per-acquisition (CPA) for each qualifying new customer or a percentage of Net Gaming Revenue (Rev Share), or a combination thereof. The applicable model and rates will be confirmed in writing by the Company in the acceptance email or as subsequently agreed in writing between the Parties. Payments are subject to the terms of this Agreement, including qualification criteria and traffic validation

"Payment Trigger" means, for CPA, Revenue Share, or hybrid agreements, the completion of a qualifying action (such as a valid registration, first deposit, or first wager — as defined in the applicable Reward Plan) by a user who registered via a valid Link.

Users must have clicked on the Link and have registered within 30 days of that click to be tracked on the Affiliate Program and to beligible for commission. For CPA agreements, the qualifying action must occur within 3 months of the user's registration date;

“Prohibited Materials” means content, works or other materials that the Company determines (acting reasonably) constitute:

(a) indecent, obscene, pornographic or lewd material;

(b) material that breaches any applicable laws, regulations or legally binding codes;

(c) material that infringes any third party intellectual property rights or other rights;

(d) material that is offensive or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user;

(e) computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software; and/or

(f) spam or bulk unsolicited email.

"Privacy Browser" means a browser that blocks or mitigates tracking cookies or other tracking technologies;

"Product" means any gambling product, game, or service offered on the PowerPlay Website, including but not limited to sports betting, casino, live casino, poker, and any other gambling-related products;

“Registration Form” means the HTML form on the PowerPlay Website enabling users to apply to become Affiliates;

“Revenue Share" means the percentage of Net Gaming Revenue earned by players referred by the Affiliate that is paid to the Affiliate as specified in the Affiliate's Reward Plan;

"Reward Plan" means the financial model agreed between the Parties to compensate the Affiliate for its marketing activities, which may include Revenue Share, CPA, or a hybrid model;

"Sub-Affiliate" means any individual or entity introduced to the Affiliate Program by an existing Affiliate and approved by the Company, where the referring Affiliate is eligible to earn a commission (typically a percentage of revenue or earnings) based on the Sub-Affiliate’s performance under the Affiliate Program. Sub-Affiliates may promote the PowerPlay brand via websites, mobile apps, or other approved media channels.

“Term” means the term of the Agreement and “PowerPlay Website” means the website accessible via the URL www.PowerPlay.com and/or on.powerplay.com or any of its mobile applications.

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of the Agreement.

2. The Agreement

2.1 In order to apply to become an Affiliate, the applicant must complete and submit the Registration Form and accept these terms and conditions during the registration process. In some cases, the Affiliate may request signing a new Contract (i.e. Insertion Order) that may have clauses and terms which annex the existing Agreement.

2.2 If the applicant makes any input errors during the order process, these may be identified and corrected by the applicant before the Registration Form is submitted.

2.3 The Agreement will come into force if and when the Company sends to the Affiliate the Acceptance Email or Message, following the submission of a completed Registration Form by the Affiliate.

2.4. Your application can be rejected if we notice any of the following instances (but not limited to):

(a) Promotion of discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

(b) Promotion of illegal activities, sexually explicit materials or violence

(c) Incorporation of any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;

(d) Contains software downloads that potentially enable diversions of commission from other affiliates in Our program;

(e) Uses unauthorized PowerPlay marketing material.

(f) Any of the affiliate’s websites or sources are designed to appeal in any way to people under the legal age.

2.5 The Agreement will continue in force indefinitely, unless and until terminated in accordance with Clause 11.

2.6 Affiliates must not be registered, based, or use banking/payment methods from any jurisdiction subject to international sanctions or trade restrictions, including but not limited to those issued by the European Union or the U.S. Office of Foreign Assets Control (OFAC).

The Affiliate agrees to regularly review the relevant EU and OFAC sanctions lists and ensure ongoing compliance:
- EU Sanctions List: https://www.sanctionsmap.eu
- OFAC Sanctions Programs: https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-country-information

3. Affiliate Programme

3.1 The Affiliate will within 15 calendar days following the Effective Date include one or more Links on the Affiliate Website, and will maintain those Links on the Affiliate Website during the Term.

3.2 The Company may from time to time during the Term request amendments to the Links and/or the Affiliate Website for the purpose of ensuring consistency and quality in the use of the Company's trade marks and branding, and to the extent that such requests are reasonable the Affiliate will make such amendments within 7 calendar days of the request.

3.3 Advertisements cannot be misleading. Any promotions must be clear and accurate and can only follow the official promotions provided by PowerPlay, including the use of links to Landing Pages or other URLs PowerPlay provides.

4. Affiliate obligations

4.1 The Affiliate shall:

(a) provide the Company with reasonable cooperation and support as necessary for the effective operation of the Affiliate Programme; and
(b) promptly supply any information, documentation, or verification the Company may reasonably request in connection with the Affiliate Programme.

4.2 The Affiliate must:

(a) maintain all promotional channels — including the Affiliate Website, social media, display, native, push, programmatic, InApp, ASO, odds integrations, and similar sources — in an up-to-date, functional, and compliant state at all times.

(b) ensure that the quality of design, content and functionality on the Affiliate Website does not materially deteriorate during the Term;

(c) ensure all marketing of or relating to the Affiliate Website (both online and offline) is in accordance with applicable law, any applicable codes of practice, and good industry practice generally.

(d) only use marketing material approved by PowerPlay team (banners, html mailers, editorial columns, images and logos)

( e ) all app-related promotions (including Google UAC, ASO, in-app banners, and app install campaigns) comply with applicable store policies and regional advertising laws. The Company reserves the right to request takedown of non-compliant campaigns.

4.3 The Affiliate must not:

(a) In relation to keyword advertising (also referred to as pay-per-click advertising, "PPC") the affiliate must not use any search terms that include powerplay brand words for example, but not limited to “powerplay”, “Power Play” “Power play casino” or any mistypes of brand keywords. This includes via the purchase or registration through search engine ads, keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service. Additionally, the affiliate shall not include titles, descriptions, text, or metatag keywords in PPC advertising which are identical or similar to any PowerPlay related keyword or trade marks.

(b) include any Prohibited Materials on the Affiliate Website, or include any hyperlink to any Prohibited Materials on the Affiliate Website;

(c) market the Affiliate Website using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasiteware, adware or similar software, or using any other antisocial or deceptive methods;

(d) increase or seek to increase the number of Payment Trigger events using any fraudulent or deceptive method;

(e) make any public disclosure relating to the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the Company;

(f) include any hyperlink to the PowerPlay Website from the Affiliate Website that is not a Link; or

(g) include any reference to the Company or the PowerPlay Website on the Affiliate Website which may be deemed as negative;

(h) Duplicate Accounts and Self Referrals – The Affiliate shall not open more than one affiliate account without our prior written consent nor will you earn commission on your own or related person's. The programme is intended for professional website publishers.

(i) Place banners and links within unsolicited e-mail, unauthorized newsgroup postings, or chat rooms/boards such as Discord or Reddit.

(j) Using “bots” or any other malware to either acquire/incentivize, or register players is not permitted.

(k) Paid advertising on social media channels is allowed, but social media posting is prohibited though.

(l) use incentive-based traffic or cashback schemes without prior written approval from the Company. Any incentivized campaigns must be disclosed and approved in advance.

(m) create, manage, or operate sub-affiliate accounts without the Company’s prior written approval. Where such approval is granted, the Affiliate shall remain fully responsible and liable for the actions and compliance of their sub-affiliates, as if those actions were their own.Any breach of this Agreement by a sub-affiliate shall be considered a breach by the Affiliate. The Company reserves the right to suspend or terminate access, revoke commissions, or take other enforcement action in cases where sub-affiliates are found to be non-compliant, fraudulent, or in breach of marketing regulations.

4.4 The Affiliate will not take any action in connection with the Affiliate Programme which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill of the Company and/or the PowerPlay Website.

4.5 Affiliate may not modify, impair, disable or otherwise interfere with any tracking codes and/or other technology required by Income Access in order to ensure proper tracking.

4.6 Affiliates must not “spam” and/or use unsolicited email. If the Company reasonably believes that an Affiliate is knowingly sending spam and/or unsolicited emails, the Company may, in its sole discretion, immediately terminate such Affiliate’s participation in the Affiliate Program.

4.7 Each Affiliate is responsible for the quality and origin of the traffic that it provides to the Company’s Website and the Affiliate will always remain responsible for the quality and origin of that traffic. If an Affiliate knowingly sends traffic of a questionable quality and/or origin to the Company, the Company may, in its sole discretion, immediately terminate such Affiliate’s Participation in the Affiliate Program.

4.8 If an Affiliate accidentally or unknowingly directs traffic of a questionable quality and/or origin to the Company’s Website, the Company may issue a written warning to Affiliate, notifying the Affiliate of the questionable traffic. If the Affiliate still directs traffic of a questionable quality and/or origin to the Company’s Website one (1) day after the written warning, the Company may, in its sole discretion, immediately terminate such Affiliate’s participation in the Affiliate Program.

4.9 Affiliates are not permitted to copy any other affiliate’s website. The Company reserves the right to suspend and/or terminate an Affiliate’s participation in the Affiliate Program if they are found to have copied another affiliate’s website.

4.10 The Affiliate shall not register or attempt to register and/or open domain names or social media pages or accounts (on any platform) which comprise and/or are replicating, similar or confusingly similar to the Company’s IP or Sites including the Operator’s name, domain or design, or any other associated brands or companies, including (for the avoidance of doubt) any misspellings of the domain names of any of the Sites (commonly known as ‘typo-squatting), or any phonetics of any of the Sites.

4.11 Affiliates will comply with all applicable legislation and/or regulations relating to the use of cookies and will use all necessary notification procedures regarding the use of cookies to all Visitors.

4.12 Territories from which Powerplay accepts players are: Canada (Including the licensed province of Ontario)

4.13 Excluded Territories: Unless otherwise agreed in writing, the Affiliate may only target users in the jurisdictions listed in Clause 4.12. All other regions are considered Excluded Territories.

The Affiliate shall not market, promote, or direct traffic to the Company from any Excluded Territory, nor shall the Affiliate knowingly facilitate, assist, or encourage users to bypass geo-restrictions or access the Site through means such as VPNs or proxy services.

The Affiliate must take reasonable technical and operational measures to prevent users from Excluded Territories accessing Company promotions or links. Where feasible, the Affiliate should geo-block or redirect such users away from promotional content linked to the Company.

No commissions will be payable for traffic or activity originating from Excluded Territories, regardless of registration or deposit outcomes.

4.14 The Affiliate shall not register or attempt to register any logo, trade mark, trade name, insignia, design, domain name or similar identifying material that contain the Company IP or are confusingly similar to or are comprised of any of the Licensed Marks or Company IP.

4.15 The Affiliate shall immediately cease to use all Company IP including without limitation the Licensed Marks upon being notified to do so by the Operator (either by electronic or written notification) or on any termination of this Agreement.

4.16 The Affiliate acknowledges and agrees that the Operator is the sole and exclusive owner of its Database, and that the Affiliate shall not make any direct or indirect use of such Database, nor retain a copy in any form or manner whatsoever of the Database, or market any goods or services to any Customer whose details appear in the Database (including the transfer of such details to any third party), unless that Customer’s information is in the Affiliate’s possession or known by it prior to the execution of this Agreement.

4.17 The Affiliate will promote the Sites solely by way of Approved Marketing and will not alter the appearance, design and content of the Operator’s approved Banners and Text Links and Promotional Mails unless it obtains the Operator’s prior written authorisation (and in any event such authorisation shall be without prejudice to the Affiliate's continuing obligations). At the Affiliate’s request, the Operator will provide the Affiliate with a code that will enable it to post in its sites rotating banners from the Operator’s banner farm. For the avoidance of doubt no marketing other than Approved Marketing shall be permissible and Banners and Text Links used by the Affiliate pursuant to this Agreement shall direct traffic only to the Operator’s Sites.

4.18 In case it hasn’t been agreed otherwise, all affiliate’s websites and sources should be approved by the Company prior to starting any marketing. If the Affiliate refuses to show their site(s) and the Company later find it in a breach of any of our T&C's we reserve the right to withhold all commission payments to this affiliate.

4.19 Participation as an Affiliate is only permitted if the proposed Affiliate is of the legal age for lawful gambling determined by any applicable laws in the proposed Affiliate’s jurisdiction. In any event and under any circumstances, participation in the program shall not be permitted if the proposed Affiliate is under 18 years of age.

4.20 The Affiliate will not by itself, nor will it allow, assist or encourage others to, market and promote the site, directly or indirectly, to persons that are less than 19 years of age or such higher age as may apply as the legal age for gambling in the jurisdiction that it is targeting or operating within, or develop or implement marketing and promotion strategies in respect thereof.

4.21 The Affiliate shall keep all Information about the agreement in strict confidence and not use any part of it, directly or indirectly, for any purpose other than the purpose of this Agreement. Confidential Information shall not include any information that is generally known or available to the public, or information required to be disclosed by applicable law or any legal agency having jurisdiction over the Affiliate (in which case the Affiliate will give the Company immediate notice of such requirement).

4.22 All third parties conducting marketing and affiliation activities in regulated territories must obey rules required by the local law and regulations. Any non-compliance action will be deemed as a breach of the contract and may result in immediate termination of all contractual relationships with an Affiliate.

4.23 The Affiliates that are targeting the Ontario market are prohibited from cooperating with gaming sites that accept wagers from players in Ontario without an AGCO registration. By accepting these Terms and Conditions, Affiliate declares that on the date of acceptance this Agreement is not in active cooperation with gaming sites that are not registered by AGCO, but they accept wagers from players located in Canada, Ontario province. Agreements with such third parties or Affiliates shall be terminated by the Company with immediate effect. The Company may refuse to pay the commission to Affiliate if it will be found to be in a breach of this article. Companies may be conducting due diligence activities on the Affiliate activities to ensure that the rule set in this article is not breached.

5. Intellectual Property Rights

5.1 The Company grants to the Affiliate during Term a worldwide, non-exclusive, royalty-free licence to reproduce electronically and publish on the Affiliate Website only the Links.

5.2 The Company does not warrant that the use of the Links by the Affiliate will not infringe any third party Intellectual Property Rights or give rise to any other liability on the Affiliate.

6. Payments

6.1 For each verified Payment Trigger, the Company will process the corresponding Payment to the Affiliate on a net 30-day basis. Verification shall be conducted by the Company acting reasonably.

6.1.1 All commission payments from PowerPlay to affiliates are processed in-house using bank or wire transfers. The Company keeps the right to use different payment / banking details depending on the country of the recipient and also keeps the right to change currency and other details in case needed.

6.2 The Company will pay the Affiliate for all approved commissions within 30 days of receiving a valid invoice, provided the total due exceeds €350 (or equivalent). Amounts below this threshold may be rolled over to the next payment cycle.

Bank transfer is the default payment method. Any alternative payment method must be approved in advance by the Company’s Affiliate Manager.

6.2.1 Affiliates must submit invoices in the format provided by the Company, including all required reporting data, by the 10th calendar day of each month. Invoices must be submitted in one of the following currencies: EUR, GBP, USD or CAD. The default currency for invoices is EUR. To calculate the equivalent in either GBP, USD or CAD, Affiliates should use the Oanda currency converter tool: https://www.oanda.com/currency-converter/en/. Invoices need to be sent to [email protected].

Missing or incorrect invoices may result in payment delays. Invoices submitted after the 10th will be processed in the next payment cycle.

6.3 All Payments stated in or in relation to the Agreement are stated inclusive of VAT where relevant, and the Affiliate is solely responsible for paying VAT.

6.4 If the Company is required by law to deduct withholding tax or any other taxes or duties from any Payments, then the Company will deduct such amounts from the Payments before paying them to the Affiliate.

6.5 No Payments will be due in respect of:

(a) any wagers on the PowerPlay Website made by or on behalf of:

(i) the Affiliate;

(ii) any parent undertaking or subsidiary of the Affiliate;

(iii) any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate; (iv) by any natural person related any of the above;

(b) any amount received by the Company by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means;

(c) any purchases on the PowerPlay Website which are subsequently cancelled, refunded, reversed, or charged-back (and the Company will be entitled to require repayment of Payments made as a result of such purchases).

(d) Fraud Traffic.

6.6 Both before and after termination, the Company will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Company whether under the Agreement or otherwise, and against any loss or damage suffered by the Company whether in relation to the Agreement or otherwise arising out of the Affiliate's acts or omissions.

6.7 Negative Carryover If the total winnings for all customers tagged to the affiliate generate a negative commission on the affiliates account the Company will not carry over the negative amount to the following month. This is commonly known as ‘no negative carryover’.

6.8 Specific conditions which apply to the Affiliate's CPA Reward Plan will be set by the Affiliate's account manager. The following general terms and conditions will apply to all CPA Reward Plans (unless agreed to the contrary with the Affiliate's account manager):

(a) A CPA Payment will be due and payable to the Affiliate in respect of a qualifying New Depositing Customer only when all of the following conditions are met: (i) the first registration of such Customer on the PowerPlay Website; (ii) the depositing of the minimum required amount; (iii) the placing of the minimum stake as set out in the Affiliate's account; (iv) customer's country being validated and in line with the criteria set out in the Affiliate's account; and (v) all qualifying actions must be completed within 3 months of the customer's registration date.

(b) The depositing of any such minimum amount may be made once or in a cumulative manner in accordance with the criteria set out in the Affiliate's account.

(c) Any subsequent activities of such Customer on the PowerPlay Website, including playing different games (for example, playing Poker after Casino games), will not entitle the Affiliate to any additional CPA payment in respect of such activities.

(d) A CPA Payment will be paid to the Affiliate only once for each qualifying New Depositing Customer, regardless of the number or type of games played by that Customer. Any commission structure that includes additional CPA payments should be approved in advance by the Affiliate Manager.

(e) In the case of a Reward Plan with a CPA element, the Company reserves the right to withhold CPA payments for customer accounts that are identified as bonus abuse, suspended, closed for fraud, self-exclusion or for any other reasonable reason.

(f) CPA Commission will only be paid for New Depositing Customers where that CPA event triggers within 3 months or less from the New Depositing Customer’s registration date.

6.9 In relation to Revenue Share payments:

(a) Revenue Share payments will be calculated on the Net Gaming Revenue generated by New Customers referred by the Affiliate.

(b) Unless specified otherwise in the Reward Plan, Revenue Share payments will be made for the lifetime of the New Customer's activity.

6.10 Cross-device conversion attribution: The Company may track and attribute conversions across multiple devices and platforms using various technologies. The Affiliate acknowledges that attribution may occur when a user clicks on a Link from one device and converts on another device or platform.

6.11 Minimum Referral Requirements: You are eligible for Referral Commissions based upon your continued promotion of the PowerPlay brand. In the event that you fail to refer 6 (six) New Depositing Customers during any consecutive 3 (three) month period, we reserve the right to reduce your Commission rate to a flat rate of not more than ten percent (10%) of Net Revenue until you introduce a total of three (3) new Customers within a 3 (three) month period, at which point (effective upon your referral of the third new Customer) your Commission rate will revert to the standard Commission rates set out above.

6.12 Termination for Lack of Activity: In the event that you fail to refer any new Customers during any consecutive 3 (three) month period, we reserve the right to terminate this agreement.

6.13 Commission Expiration: Affiliate commissions older than 12 months that are not paid due to any reason, are not eligible to be paid and will not be processed.

6.14 Business Sale Provisions: In case of the Affiliate's business being sold to another company without including the PowerPlay affiliate account, the remaining accounts are due CPA commission for players who qualify for CPA 3 months after the sale, and are due RevShare commission for 3 months after the sale of the company. After that period the affiliate account(s) will be set to Inactive.

6.15. The Company reserves the right to offset future commissions or request repayment in the event of overpayment, miscalculation, or breach of any commission qualification criteria.

6.16. In the event of a dispute between the Affiliate and the Company regarding tracking or reporting, the Company’s data will prevail, unless proven otherwise by the Affiliate with verifiable evidence.

6.17. Processing and Handling Fee

To cover the administrative, banking, and currency conversion costs associated with issuing affiliate payments, the Company applies a standard processing and handling fee of 1% on the total commission amount due. This fee is automatically deducted prior to payment.

This covers, but is not limited to, costs such as international wire transfer charges, currency exchange fees, intermediary banking fees, and internal administrative handling. The net amount received by the Affiliate will reflect this deduction.

7. Warranties

7.1 Each Party warrants to the other Party:

(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement; and

(b) that it will perform its obligations under the Agreement with reasonable care and skill.

7.2 All of the Parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

8. Indemnity

The Affiliate agrees to fully indemnify, defend and hold harmless the Company and its directors, officers, employees, contractors, agents, successors and assigns from and against any and all liabilities, damages, losses, claims, demands, actions, costs and expenses (including reasonable legal fees and disbursements), whether direct or indirect, arising out of or related to:

(a) any breach of this Agreement by the Affiliate;
(b) any negligent act, omission, fraud, or willful misconduct by the Affiliate or its employees, agents, or contractors;
(c) any claim by a third party relating to the Affiliate’s website, content, marketing practices, or promotional materials, including alleged infringement of intellectual property rights or violation of applicable advertising or regulatory laws.

This indemnity shall survive the termination of this Agreement.

9. Liability

9.1 Nothing in this Agreement shall exclude or limit the liability of either Party for:(a) death or personal injury caused by negligence;(b) fraud or fraudulent misrepresentation; or(c) any other liability that cannot be lawfully excluded or limited under applicable law.

9.2 Subject to Clause 9.1, the Company shall not be liable to the Affiliate for any:(a) loss of profits, revenue, anticipated savings, business, opportunity, contracts, goodwill, or reputation;(b) loss or corruption of data or software;(c) indirect, incidental, special, exemplary, or consequential damages, whether arising in contract, tort (including negligence), or otherwise;(d) damages or losses resulting from any Force Majeure Event.

9.3 The Company's total liability to the Affiliate under or in connection with this Agreement shall not exceed the total amount of commissions actually paid to the Affiliate by the Company in the 12-month period preceding the claim.

10. Force Majeure Events

10.1 Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement if and to the extent that such failure or delay is caused by a Force Majeure Event.

10.2 The Party affected by a Force Majeure Event shall:(a) promptly notify the other Party of the occurrence and expected duration of the event; and(b) use commercially reasonable efforts to mitigate the effects and resume performance as soon as reasonably practicable.

10.3 If a Force Majeure Event continues for more than 30 days, either Party may terminate this Agreement upon written notice.

11. Termination

11.1 Either Party may terminate the Agreement forthwith at any time by giving written notice to the other Party.

11.2 The Company may terminate the Agreement immediately (with or without giving written notice to the Affiliate) if the Affiliate:

(a) commits any breach of any term of the Agreement;

(b) becomes insolvent or enters into any insolvency process or procedure; or

(c) (where the Affiliate is an individual) the Affiliate dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

11.3 For the avoidance of doubt, the Company's right to terminate for lack of activity as set forth in Clause 6.13 shall remain in full force and effect.

11.4 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 8, 9, 12 and 13.

11.5 If the Agreement is terminated by the Company under Clause 11.2, the Company will not have any obligation to make any further Payments to the Affiliate.

11.6 Subject to Clause 12.2:

(a) the Company will pay to the Affiliate all Payments arising from Payment Triggers activated on or before the date of effective termination of the Agreement in accordance with the terms of the Agreement; and

(b) termination of the Agreement will not affect either Party’s accrued rights as at the date of termination.

11.7 Provided that we have paid or do pay to Affiliate such sums as are properly due and owing at the date of termination which shall be subject to any rights we have to make deductions whether under this Agreement or otherwise, we shall have no further liability to pay you any further sums.

12. General

12.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by pre-paid first class post, or sent by fax [or email], for the attention of the relevant person, and to the relevant address, fax number or [email address] specified on the Registration Form (in the case of the Affiliate) or the PowerPlay Website (in the case of the Company) (or as notified by one Party to the other in accordance with this Clause).

12.2 A notice will be deemed to have been received at the relevant time set out below:

(a) where the notice is delivered personally, at the time of delivery;

(b) where the notice sent by first class post, 48 hours after posting; and

(c) where the notice sent by fax or email, at the time of the transmission (providing the sending Party retains written evidence of the transmission).

12.3 No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.

12.4 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

12.5Nothing in this Agreement shall create or be deemed to create a partnership, agency, joint venture, or employment relationship between the Parties. The Affiliate shall not represent or imply otherwise in any communication or content, including but not limited to the Affiliate Website.

12.6 The Company may amend this Agreement at any time by notifying the Affiliate by email and/or via the Affiliate Tracking Platform. Continued participation in the Affiliate Programme following such notice shall constitute the Affiliate’s acceptance of the amended Agreement. If the Affiliate does not accept the amendments, they must terminate this Agreement in accordance with Clause 11.

12.7 The Company may freely assign its rights and obligations under the Agreement without the Affiliate’s consent.

12.8 The Agreement is made for the benefit of the Parties, and is not intended to benefit any third Party or be enforceable by any third Party. The rights of the Parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third Party.

12.9 The Agreement constitutes the entire agreement and understanding of the Parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the Parties relating to the subject matter of the Agreement. Subject to Clause 9.1, each Party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other Party.

12.10 The Agreement will be governed by and construed in accordance with the laws of Curacao.

12.11 The Company reserves the right to obtain from the Affiliate appropriate identification that will provide evidence of its age and its account may be suspended until satisfactory proof of age is provided to the Company.

12.12 All telephone conversations, emails, and text chats (e.g. Skype, WhatsApp, Facebook) between the Affiliate and any of the Operator’s staff may be recorded. The Affiliate hereby consents to such recordings. These records will be treated confidentially and may be used for training purposes or in the event of disputes or misunderstandings.

12.13 Dispute Resolution. All disputes arising from or in connection with this Agreement shall first be attempted to be resolved amicably between the Parties. If unresolved after 30 days, the dispute shall be settled by arbitration under the rules of the International Chamber of Commerce (ICC), by one or more arbitrators appointed in accordance with the ICC rules. The language of arbitration shall be English.

12.14 The Company maintains a strict Anti-Money Laundering (AML) policy. It will verify the Affiliate’s identity using the data provided and additional public or private sources. If the Company is unable to confirm the Affiliate’s identity, it may suspend the account and will not be obligated to disclose the specific reasons for such action.

12.15 The Operator reserves the right to change the Affiliate’s Reward Plan upon written notice. Such changes will take effect from the date specified in the notice. This is without prejudice to the CPA terms outlined in Clause 6.9.

13. Data Protection and Privacy

13.1 For the purpose of this Agreement, the terms "Personal Data", "Data Subject", "Processing", "Controller" and "Processor" shall have the meanings given to them in the Data Protection Laws.

13.2 The Parties acknowledge that, for the purposes of the Data Protection Laws, each Party is an independent Controller with respect to the Processing of Personal Data under this Agreement.

13.3 Each Party shall comply with its respective obligations under the Data Protection Laws when Processing Personal Data in connection with this Agreement.

13.4 Each Party shall: (a) implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure; (b) ensure that its personnel who have access to Personal Data are subject to appropriate confidentiality obligations; (c) not transfer Personal Data outside of the European Economic Area without implementing appropriate safeguards; (d) notify the other Party without undue delay upon becoming aware of any Personal Data breach affecting Personal Data Processed in connection with this Agreement; (e) provide reasonable assistance to the other Party in responding to requests from Data Subjects exercising their rights under the Data Protection Laws; (f) maintain records of all Processing activities carried out in connection with this Agreement as required by the Data Protection Laws.

13.5 The Affiliate shall provide clear information to users of the Affiliate Website about: (a) the use of cookies or other tracking technologies in connection with the Links or any promotions related to the PowerPlay Website; (b) the fact that if they click on a Link, their Personal Data will be collected and processed by the Company as a separate Controller; (c) how to exercise their rights as Data Subjects in relation to such Processing.

13.6 For information about how the Company Processes Personal Data, please refer to the Company's Privacy Policy available on the PowerPlay Website.

13.7 Each Party shall indemnify the other Party against all liabilities, costs, expenses, damages and losses suffered or incurred by the indemnified Party arising out of or in connection with any breach by the indemnifying Party of its obligations under this Clause 13.

14. High-Roller Policy

14.1 In any given month, if a referred customer generates a negative Net Revenue of €10,000 (ten thousand Euros) or more at any time (in which case, the customer shall be referred to as a "High-Roller"), and your aggregated Net Revenue in that month (across all referred customers and game types) is negative €2,000 (two thousand Euros) or more, then the negative Net Revenue generated by the High-Roller will be carried forward and offset against future Net Revenue generated by that High-Roller until the negative balance (the "Highrolled Balance") reaches zero.

14.2 The Highrolled Balance carried forward is not set off against other customers' Net Revenue, only the Net Revenue generated by the High-Roller.

14.3 The Highrolled Balance carried forward will not be greater than the total aggregate negative Net Revenue generated by your referred customers during that month.

14.4 If more than one High-Roller is designated during the same calendar month, the aggregate negative balance carried forward will be split proportionally between them.

14.5 The Highrolled Balance of a High-Roller will be reduced by future positive Net Revenue that the High-Roller generates in subsequent months. The Highrolled Balance will not be increased by future negative Net Revenue unless the High-Roller meets the qualifying criteria to be classified as a "High-Roller" during the applicable month.

14.6 At the beginning of the following month, a report can be requested from your Affiliate Account Manager listing all the qualifying High-Rollers active on your account.

15. Marketing Compliance

15.1 General Requirements. The Affiliate shall ensure that all marketing and promotional materials related to PowerPlay comply with all applicable laws, regulations, and codes of practice in the jurisdictions being targeted, including but not limited to: (a) Gambling industry advertising standards; (b) Consumer protection legislation; (c) Data protection and privacy laws; (d) Unfair commercial practices regulations; (e) Age verification and protection of minors requirements.

15.2 Specific Ontario Requirements. For marketing activities targeting the province of Ontario, Canada, the Affiliate must comply with all Alcohol and Gaming Commission of Ontario (AGCO) Standards, including but not limited to: (a) Not using marketing materials that appeal to minors; (b) Not using athletes, celebrities, or other individuals who may appeal primarily to persons below the legal gambling age; (c) Not advertising gambling as a means of financial investment or financial security; (d) Not portraying gambling as necessary or required for social acceptance or personal success; (e) Including responsible gambling messages and resources in marketing materials; (f) Not using language that creates urgency or promotes excessive play; (g) Not targeting high-risk or vulnerable persons, including self-excluded individuals; (h) Not making false, misleading, or unsubstantiated claims about winning chances or returns.

15.3 Representation of Odds and Returns. The Affiliate shall ensure that all representations of odds, payouts, winnings, or the likelihood of winning: (a) Are factually accurate and capable of substantiation; (b) Do not imply that gambling is a way to solve financial problems; (c) Do not suggest guaranteed returns or risk-free play unless the promotion specifically offers this and all terms are clearly disclosed.

15.4 Responsible Gambling Messaging. The Affiliate Website must include: (a) The minimum age for gambling (19+ in Ontario, 18+ or 19+ in other provinces as applicable); (b) Responsible gambling messages; (c) Links to problem gambling support services appropriate to the targeted jurisdiction; (d) Information on the Affiliate Website explaining that gambling can be addictive and encouraging responsible play.

15.5 Marketing to Existing Customers. When marketing to existing PowerPlay customers, the Affiliate shall: (a) Respect customer privacy preferences and opt-out choices; (b) Not target communications to customers who have self-excluded or set deposit limits; (c) Ensure all communications include responsible gambling messaging.

15.6 Bonus Code and Promotional Marketing. When marketing bonus codes or other promotions: (a) All significant terms and conditions must be clearly displayed or accessible within one click; (b) No promotional material may describe bonuses as "free" unless they truly have no conditions or restrictions; (c) All wagering requirements, time limitations, and other restrictions must be disclosed; (d) The Affiliate must receive prior written approval from PowerPlay for all custom promotional materials, bonus codes, or co-branded assets. The Affiliate may not use bonus codes, co-branded landing pages, or modify any tracking links without the Company’s prior written approval.

15.7 Mobile and App Marketing. When promoting PowerPlay mobile applications: (a) App store guidelines for the relevant platform must be followed; (b) Age rating information must be clearly displayed; (c) The Affiliate shall not promote the apps in any way that violates the developer guidelines of the relevant app marketplace.

15.8 Compliance Updates. The Company may update these marketing compliance requirements from time to time to reflect changes in applicable laws, regulations, or industry standards. The Affiliate will be notified of any such updates and must comply with the updated requirements within 10 business days of such notification.

15.9 Audit and Review. The Company reserves the right to audit the Affiliate's marketing practices at any time. The Affiliate shall promptly address any compliance issues identified during such reviews. The Company also reserves the right to audit affiliate-submitted data (such as reporting, source traffic quality, or sub-affiliate data) for validation and compliance.

15.10 Consequences of Non-Compliance. Failure to comply with these marketing requirements may result in: (a) Immediate suspension of the Affiliate's account; (b) Withholding of Commission payments; (c) Termination of this Agreement; (d) Legal action to recover any costs or penalties incurred by the Company as a result of the Affiliate's non-compliance.

PowerPlay's T&Cs Version 01/04/2025