TERMS AND CONDITIONS

AFFILIATE AGREEMENT

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Affiliate Agreement

Date: August 7, 2026

Version: 1.9

By completing and submitting the application form found on the Priority Play 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, Privacy Policy, and any other policy available on the Website.

This affiliate agreement (“Agreement”) contains the terms and conditions between Twelvio Ltd. with registered address, 9131 Keele St, Suite A4, Vaughan, Ontario, L4K 0G7 (the “Company”, “we,” “us,” or “our”), and you, regarding your application to participate as an affiliate (“Affiliate” or “Affiliates”) in the Company’s Affiliate program, (“Affiliate Program”).

IMPORTANT NOTICE: This Agreement have been updated since the last version published on August 5, 2026, supersede and replace all prior version of Agreement. Your continued use of the Website constitutes explicit acceptance of any updates made to this Agreement.

As an Affiliate, your role is to promote the sites and/or applications of the Brands made available by the Company to Affiliates. These include the Sweepstakes Brands: Fortune Wins (www.fortunewins.com), Sportzino (www.sportzino.com), Zula Casino (www.zulacasino.com), Yay Casino (www.yaycasino.com), American Luck (www.americanluck.com), Win Bonanza (www.winbonanza.com) , Luck Party (www.luckparty.com), Reel Zappy (www.reelzappy.com) and Albumza (www.albumza.com) (“Sweepstakes Brands”) as well as the iGaming Brands: OMG Casino (www.omgcasino.com) (iGaming Brand”). The Sweepstakes Brands and iGaming Brands collectively referred to as the “Brand(s)”. The Company reserves the right, at its sole discretion, to add, remove, or modify the list of Brands associated with this Agreement at any time, with or without prior notice, and such changes shall become effective immediately upon publication on Priority Play Website

You will indicate your acceptance of the terms and conditions of this Agreement by marking the box at the bottom on the Priority Play Website which reads “Agree with  Terms and Conditions” and “Agree with  Privacy Policy” and review the Terms and Conditions, Responsible Social Gaming Policy, Sweeps Rules, Privacy Policy, Customer Eligibility Requirements, Cookie Policy, Tournament Rules, and any other documents which form part of our documentation available at the respective Website of the Brand you are applying for to enter in entering Affiliate Program (the “Documentation”).

1. Definitions and Interpretation

“Account” means the Affiliate Program Account on Priority Play.

“Affiliate Application” means the form used to apply to participate in the Affiliate Program.

“Affiliate Link” means a unique Tracking URL provided by the Company and to be used by a specific Affiliate for the respective Brand.

“Affiliate Payment Account” means the account which you will receive payments from us.

“Affiliate Website” means any website or application owned and/ or operated by you or on your behalf and which you identify in your Application and any other marketing methods including emails and SMS, which the Company approves for use by Affiliates.

“Applicable Laws” means all applicable laws, directives, regulations, rules, mandatory codes of practice and/or conduct, judgments, judicial orders, ordinances and decrees imposed by law or any government or regulatory authority or agency.

“Application” means your application to become an Affiliate.

“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 Priority Play to Affiliate from time to time;

“Apps” include the mobile applications of the different Brands of the Company

“Brand(s)” means the Company’s Apps, Websites and existing brand assets, including any future brand assets, together comprising both (i) Sweepstakes Brands: Fortune Wins (www.fortunewins.com), Sportzino (www.sportzino.com), Zula Casino (www.zulacasino.com), Yay Casino (www.yaycasino.com), American Luck (www.americanluck.com) Win Bonanza (www.winbonanza.com) , Luck Party (www.luckparty.com), Reel Zappy (www.reelzappy.com) and Albumza (www.albumza.com), and (ii) the iGaming Brand: OMG Casino (www.omgcasino.com). The Company reserves the right, at its sole discretion, to add, remove, or modify the list of Brands, and such changes shall become effective immediately upon publication on the Priority Play Website.

“Chargeback” or “Credit” is a credit card transaction which is not collectable by a credit card company as a result of non-payment or fraudulent credit card use, or any other payment transaction which is revoked and for which a credit is given.

“Content” means all content owned, developed, licensed or created by us and/or provided to you by us in connection with this Agreement including Affiliate Links, and all content created by you in connection with this Agreement.

“Depositing Player” means any person who is attached to your unique Tracking URL and who fulfils the following criteria: (i) has not been a Player with us before; (ii) is not located in a Restricted Territory (iii) is accepted as a player under any applicable sign up or identity verification procedure which we may require; and (iv) has adequately fulfilled any other qualification criteria that we may introduce from time to time. Any Affiliate family members, friends or associates are excluded from the definition of Depositing Player. Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the above-mentioned qualifying criteria at any time by virtue of placing notice on the Affiliate Website.

“Fees” means the amount owing to you, as calculated based on our system’s data and in accordance with the terms of this Agreement.

“Fraud Traffic” means deposits, revenues or traffic generated on the Website through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including but not limited to:

deposits generated on stolen credit cards or by fraudulent activity or prohibited transactions
collusion, manipulation of the service or system, bonuses or other promotional abuse;
creation of false accounts for the purpose of generating Fees;
Manipulation of the Trackers or the process by which those Trackers are served including but not limited to cookie stuffing;
Intentionally targeting Players in order to cross-promote that Player to a different Site;
unauthorised use of any third-party accounts, copyrights, trademarks and other third-party intellectual property rights (that, for the avoidance of doubt, include our intellectual property rights); and,
Any activity that constitutes Fraud Traffic under specific sections of this Agreement.

“Group” means our ultimate holding companies, our affiliated companies, and subsidiary companies of our holding company.

“iGaming Restricted Territories” means that for the iGaming Brand, Restricted Territories shall include all jurisdictions worldwide other than Canada, provided that within Canada, the provinces of Ontario and New Brunswick are also Restricted Territories.

“Minimum Required Deposit” means minimum purchase amount available in the marketing link that will be provided by the Company.

“Player” means any person using products or services on our Websites.

“Player Account” means an account at a Website that is created for a Player when he/she registers using an Affiliate Link.

“Priority Play IPR” Means (i) all Intellectual Property Rights owned by and/or licensed to Priority Play, any group companies of Priority Play or any entity which operates Brand; (ii) all databases of Priority Play Depositing Player; (iii) all rights in and to the PriotiyPlay Website and Brand’s Websites; (iv) Trade Marks owned by and/or licensed to, Priority Play or any of its group companies or any of the Brand’s Website, (v) the Approved Content;

“Promotional Mail” means artwork or text with respect to specific promotion campaigns, sent by us for distribution by the Affiliate.

“Restricted Territories” means both iGaming Restricted Territories and Sweepstakes Restricted Territories collective referred to as Restricted Territories

“Sweepstakes Restricted Territories” refers to any jurisdiction where the applicable Sweepstakes Brand does not operate.

For Fortune Wins, the Restricted Territory includes the provinces of Ontario and Quebec in Canada, as well as the states of California, Connecticut, Delaware, Idaho, Illinois, Indiana, Louisiana, Maine, Michigan, Montana, Nevada, New Jersey, New York, Tennessee, and Washington in the United States. For Yay Casino and Zula Casino, the Restricted Territory includes the states of California, Connecticut, Delaware, Idaho, Illinois, Indiana, Louisiana, Maine, Michigan, Montana, Nevada, New Jersey, New York, Tennessee, and Washington in the United States. For Sportzino, the Restricted Territory includes the states of California, Connecticut, Delaware, Georgia, Idaho, Illinois, Indiana, Louisiana, Maine, Michigan, Montana, Nevada, New Jersey, New York, Tennessee, and Washington in the United States. For American Luck, Win Bonanza, Luck Party and Reel Zappy, the Restricted Territory includes the states of California, Connecticut, Delaware, Idaho, Illinois, Indiana, Louisiana, Maine, Michigan, Montana, Nevada, New Jersey, New York, Tennessee, and Washington in the United States. For Albumza, any jurisdiction outside of California and New York is considered a Restricted Territory. Additionally, any jurisdiction outside the United States, except for Canada in the case of Fortune Wins, is considered a Restricted Territory. Any U.S. state where the Brand does not operate, as specified in the terms and conditions on the respective Brand’s website, also forms part of the Restricted Territories. Please review the terms and conditions regularly for updates. We reserve the right to modify the list of Restricted Territories at our discretion.

“Revenue Share Eligibility Period” means the earlier of twelve months from the date of a Depositing Player’s first deposit or the termination of this Agreement.

“Trackers” means an Affiliate’s Tracking URL.

“Tracking URL” means a unique hyperlink or other linking tool for referencing our Website through which you refer potential Depositing Players. When the relevant Player opens their Player Account, our system automatically logs the Tracking URL and records you as the Affiliate. You are prohibited from making any changes to the code or Tracking URL

“Website” means the websites and any other online site, application or platform for the Brands, and each of its related pages through which a Player opens a Player Account.

2. General

2.1 This Agreement Governs. This Agreement shall govern our relationship with you in relation to Affiliate Program and modifies, replaces and supersedes any previous affiliate agreement you have entered into with us in relation to the Brand.
2.2 The Affiliate acknowledges, agrees and represents that it is not an employee, agent or subcontractor of Company or any other company in the same group of companies as Company and is not connected in any way to a person or company which is in the same group of companies as Company (each a “Connected Party”). Should Affiliate become a Connected Party at any time during the Term, it shall immediately notify Company. Following such notification (or if Company otherwise becomes aware that Affiliate is a Connected Party), Company may terminate this Agreement, with immediate effect, by providing notice in writing to the Affiliate.
2.3 Bound by All Terms and Conditions. By acceptance of these terms and conditions at the bottom of this Agreement and/or on the Affiliate Application and/or on the affiliate registration page on the Priority Play Website, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT
2.4 Independent Contractor. You are providing, under this Agreement, marketing services to us, as an independent contractor. Neither party to this Agreement is an agent, representative or partner of the other Party. You shall have no right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, us. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between us and you or to impose any liability attributable to such a relationship upon either party.
2.5 Modifications to Agreement. We may modify any of the terms and conditions contained in this Agreement or replace it at any time and in our sole discretion by posting a change notice or a new agreement on our site. Modifications may include, for example, changes to the Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the modification or of the new agreement.
2.6 Different Territories. You acknowledge and agree that in certain territories associated companies to the Company may need to perform obligations under this Agreement and you hereby consent and agree to other associated companies fulfilling such parts of our obligations as is necessary for us to comply with the terms of this Agreement and for us to share such information about you to such other associated corporate entities for this purpose.
2.7 Where it is agreed by us that you will be required to submit invoices for payment of the Fees, as opposed to having those Fees paid directly to your Affiliate Payment Account, those invoices must be sent to the Company or an associated company when special instructions are delivered to the Affiliate.

3. License to use the Approved Content

3.1 Once the Affiliate has been Approved, Priority Play grants the Affiliate 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 fulfill its obligations as per this Agreement, throughout the Territory and in accordance with this Agreement (“Licence”). The Licence will terminate automatically upon the termination of this Agreement for any reason.
3.2 For the avoidance of doubt:
1. Nothing in this Agreement grants the Affiliate any right to direct potential Brand customers to the Brand’s Website via any advertisements, materials, means, or content that are not Approved Content.
2. The Affiliate agrees and undertakes not to direct any potential customers to the Brand’s Website except through the Approved Content, unless the Affiliate has received prior written approval from Priority Play to do so, and always subject to compliance with this Agreement.
3. The Affiliate shall not use the Approved Content or any other material promoting the Brand on any website or application other than the Affiliate’s own websites or applications, unless prior written consent has been obtained from Priority Play. This prohibition extends to social media websites or applications.
3.3 The Affiliate acknowledges that Priority Play (and any other member of its group) may operate additional Affiliate Programs in connection with the Brand’s Website or any other websites. Unless otherwise agreed in writing, the Affiliate has no rights in relation to such other programs.
3.4 The Affiliate acknowledges and agrees that:
- (i) as between the Affiliate and Priority Play, Priority Play or any other member of its group is the sole and exclusive owner of the Priority Play IPR;
- (ii) Priority Play 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 Priority Play IPR.

To the extent that the Priority Play IPR 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 Priority Play IPR to Priority Play.

3.5 The Affiliate acknowledges and agrees that all data relating to Priority Play Customers shall be and remain, as between the Affiliate and Priority Play, Priority Play exclusive property.
3.6 The Affiliate shall immediately cease to use all Priority Play IPR upon being notified to do so by Priority Play (either by electronic or written notification) or on any termination of this Agreement.
3.7 The Licence granted to Affiliate, and the right to receive Affiliate Fee is in respect of genuine commercial use only.

4. Your Rights, Duties and Obligations

4.1 Identification Procedures. You shall provide true and complete information to us when completing the Affiliate Application and promptly update such information if all or any part of it changes. Failure to keep your details updated may result in your Account being terminated or payments being withheld. You shall also provide us with such other information as we may reasonably request from time to time.
4.2 Create and Maintain Unique Links. By agreeing to participate in Affiliate Program, you are agreeing to create and maintain unique links from your site to our Brand. You may link to us with any of our banners, e-mails, articles or with a text link. Unless agreed to in writing, this is the only method by which you may advertise on our behalf. You may also be required to create original Content and shall ensure that no Content created by you breaches any third-party intellectual property. All Content made under this Agreement shall belong to the Company.
4.3 Minimum Depositing Players Referred. All Affiliates are required to refer a minimum of five (5) Depositing Players within a three (3) month period of joining Affiliate Program. Should an Affiliate not reach this requirement we may close your Affiliate Account, but you will have the option to open a new Affiliate Account, subject to our Approval.
4.4 Throughout the term of this Agreement, you shall not:
- 4.4.1 place the Banners and Text Links on websites other than your Affiliate Website as specified in your application form without our prior written consent;
- 4.4.2 offer any special benefits or other incentives (including for example any payment) to any person for using the Banners and Text Links on your site to access the Affiliate Website;
- 4.4.3 read, intercept, copy, record, redirect, interpret, or otherwise interfere with, or fill in the contents of, any electronic form or other materials submitted to us by any third party;
- 4.4.4 modify any of the Banners and Text Links other than in accordance with this Agreement;
- 4.4.5 engage in transactions of any kind, or authorize, assist, or encourage any other person to engage in transactions of any kind on the Affiliate Website or on our Apps or Websites on behalf of any third party other than in accordance with this Agreement;
- 4.4.6 take any action that could cause any third party (end users or otherwise) confusion as to our relationship with you, or as to the site on which any functions or transactions are occurring;
- 4.4.7 other than providing the Banners and Text Links on your site in accordance with this Agreement, unless agreed to in writing, post or serve any advertisements or promotional Content promoting the Company;
- 4.4.8 artificially increase (or attempt to so do) monies payable to you by us;
- 4.4.9 attempt to intercept, redirect or otherwise interfere with (including, without limitation, via user-installed software) traffic from or on any website that participates in Affiliate Program;
- 4.4.10 solicit non-member affiliates (termed “sub-affiliates”) to distribute offers and claim commission on such activities. You are prohibited from starting a sub-affiliate network using Company offers and media assets;
- 4.4.11 purchase, bid for, register or otherwise acquire keywords, adwords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical or similar to any of Company’s (or Group’s) intellectual property rights, including without limitation copyrights, trade marks (whether registered or unregistered), brand names, domain names, graphics and designs used by us. However, this does not extend to the use of metatag keywords on your site which are identical or similar to any of our trademarks or trade names
  including the terms – Brand name alone (e.g., Fortune Wins, Sportzino, OMG), the Brand name followed by “Sweepstakes” or “Casino” (e.g., Fortune Wins Sweepstakes, Zula Casino Sweepstakes), or the Brand name followed by “social casino” or “online casino” (e.g., Fortune Wins a social casino, Yay Casino a social casino), along with similar keywords related to social casinos or online casinos. Specifically for Sportzino, can also use “Sportzino Social Sportsbook”.
- 4.4.12 make any claims, representations or warranties in connection with Priority Play or any of the Brand’s Website. The Affiliate is not authorised to make any commitment or assume any liability or obligation on Priority Play’s behalf or on behalf of any of the Brand.
- 4.4.13 directly or indirectly refer visitors from your site or Players/ prospective Players who you suspect (or ought to suspect) are likely to abuse promotions or services available on the Website;
- 4.4.14 place the Banners and Text Links on websites providing unauthorised access to copyrighted content (such illegal streaming sites or file sharing sites); or
- 4.4.15 send any marketing communications relating to the Company via SMS or email without our prior written consent.
- 4.4.16 register (or applying to register) any domain name similar to any domain name used by or registered in the name of any member of the Group, or any other name that could be understood to designate the Group.
- 4.4.17 register or attempt to register and/or open domain names or social media pages or accounts (on any platform) which comprise and/or are similar or confusingly similar to the Company’s intellectual property or websites including the Company’s name, or any other associated brands or companies, including (for the avoidance of doubt) any misspellings of the domain names of any of the Websites (commonly known as ‘typo-squatting), or any phonetics of any of the Websites. You hereby agree to transfer any domain names or trade mark application or registrations in respect of our Marks (as such term is defined in section 3.13 of this Agreement) or marks confusingly similar to our Marks you may hold or control to us upon demand. You further agree not to attack or challenge our ownership of and title to our Marks in any way;
- 4.4.18 post inappropriate Content (i.e., all content must be “work safe”);
- 4.4.19 market or promote any Brand Website; share or publish any Approved Content, within or to persons from any Restricted Territories;
- 4.4.20 market or promote any Brand Website or share or publish any Approved Content to individuals below the minimum age required to sign up on the Brand’s Website, whether eighteen or twenty-one, as applicable, in accordance with the Brand’s Terms and Conditions and/or customer eligibility requirements;
- 4.4.21 publish or spread falsehoods including false advertisements about the Company or its offerings;
- 4.4.22 interact with others in an unfriendly way;
- 4.4.23 approach a potential Depositing Player if that Depositing Player has already been approached by another Affiliate;
- 4.4.24 speak poorly about other Affiliates.
4.5 Immediate Termination For Breach of Section 4.4. Breach of Section 4.4 above, shall constitute a material breach and we reserve the right to rely on the available legal remedies including any legal action against you or your related entities, agents, personnel, as the case might be. If we determine, in our sole discretion, that you have breached any of the provisions of Section 4.4, we may (without limiting any other rights or remedies available to us) withhold any monies otherwise payable to you under this Agreement and/or terminate this Agreement.
4.6 Immediate Termination For Spamming. We will terminate this Agreement immediately without recourse for you if there is any form of spamming or if you advertise our services in any other way. You shall not make any claims or representations, or give any warranties, in connection with us and you shall have no authority to, and shall not, bind us to any obligations.
4.7 Non-Exclusive, Non Assignable Right. This Agreement grants you the non-exclusive, non-assignable, right to direct potential Players to any of our Websites in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege to assist us in the provision of services arising from your referrals, and we are contracting others to perform services of the same or similar nature as yours. You shall have no claim to Fees or other compensation on business secured by or through persons or entities other than you.
4.8 Approved Advertising. You will only use our approved advertising creative (banners, html mailers, editorial columns, images and logos) and will not alter their appearance nor refer to us in any promotional materials shared with you or provided to you by the marketing team. The appearance and syntax of the hypertext transfer links, if provided to you, are designed and designated by us and constitute the only authorised and permitted representation of our sites.
4.9 Traffic Generated Not in Good Faith. You will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes us damage. We reserve the right to retain all amounts otherwise due to you under this Agreement if we have reasonable cause to believe of such traffic. We reserve the right to withhold affiliate payments and/or suspend or close accounts where Depositing Players are found to be abusing any of our offers or promotions whether with or without your knowledge. Such situations include but not be limited to different customers playing both sides of an event or market so as to limit risk and claim bonuses.
4.10 Deposits to Player Accounts. You shall not make deposits to any Player Account (directly or indirectly) through your Tracker(s) for your own personal use and/or the use of your employees, agents or advisors, or otherwise attempt to artificially increase the Fees payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic. While we encourage you to sign-up people in your network, if we, in our sole discretion, suspect that you are engaging in behaviour which we consider to be an abuse of the Affiliate Program, we have the right to terminate this Agreement and you will forfeit all payments owed and received.
4.11 Development, Operation of Site; Indemnity. You will be solely responsible for the development, operation, and maintenance of your Affiliate Website and for all materials that appear on your Affiliate Website and for all Content created by you. For example, you will be solely responsible for ensuring that materials posted on your site are not libellous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us and the Group as well as their officers, shareholders, employees, directors, agents, successors, and assigns harmless from all claims, damages, and expenses (including, without limitation, legal fees) arising directly or indirectly out of the development, operation, maintenance, and contents of your site and Content created by you. The Affiliate Program is intended for your direct participation. You shall not open Affiliate Accounts on behalf of other participants. Opening an Affiliate Account for a third party, brokering an Affiliate Account or the transfer of an Affiliate Account is not accepted. Affiliates wishing to transfer an Account to another Account owner must request permission to do so by contacting us. Approval is solely at our discretion.
4.12 No Affiliation. No affiliation can be made between your site and any Group website.
4.13 Licence. We hereby grant to you a non-exclusive, non-transferable licence, during the term of this Agreement, to use our trade name, trademarks, service marks, logos, Brands and any other designations, which we may from time to time approve (“Marks”) solely in connection with the display of the promotional materials on your site. This licence cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Marks is limited to and arises only out of this licence. You shall not assert the invalidity, unenforceability, or contest the ownership of the Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our rights in the Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of the Marks by any third party.
4.14 Confidential Information. During the term of this Agreement, you may be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, referral commissions earned by you under the Affiliate Program). You agree to avoid disclosure or unauthorised use of any such confidential information to third persons or outside parties unless you have our prior written consent and that you will use the confidential information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to confidential information shall survive the termination of this Agreement.
4.15 Data Protection. You shall at all times comply with data protection legislation in your jurisdiction. It is your responsibility to be aware of the legislation in your jurisdiction with respect to data protection.

5. Fees, Payments, Reports

5.1 Priority Play will pay the Affiliate Fee in accordance with the applicable Fee agreed in writing between the parties.
Where an Affiliate receives a Fee based on revenue share of Net Gaming Revenue, the Net Gaming Revenue shall be calculated as follows:
✓ Total purchases by Depositing Player (after applying Deductions, if any) – Total Withdrawals by Depositing Players during a given calendar month = Gross Gaming Revenue
✓ Gross Gaming Revenue – Payment Providers Fees (5% fixed) = Net Gaming Revenue
5.2 Priority Play will provide the Affiliate with remote online access to reports regarding Depositing Player activity and the Affiliate Fee generated (if applicable). The form, content and frequency of the reports will be determined at Priority Play’s sole discretion (and shall be subject to change at Priority Play’s discretion). Priority Play will not be liable for the completeness or accuracy of any such reports.
5.3 Payments in Timely Fashion. We shall make reasonable efforts to make any payments due to you in a timely fashion. However, we shall not be liable for occasional delays or delays outside of our control. For example, any changes in the contact or banking details provided by you may give rise to a delay of up to sixty (60) days in making any payments due. Where you become aware of any overdue payments due to you, please contact us immediately and we will seek to resolve the matter as soon as possible.
5.4 Method of Payment. All payments to you will be due and payable in United States Dollars or such other currency as we will determine, regardless of the currency any Players assigned to your Tracker may have played in. Payment will be made by cheque, wire, ACH or any other method as we in our sole discretion decide; however, we will use reasonable endeavours to accommodate your preferred payment method. Charges for wires or courier charges for cheques will be covered by you and deducted from your Fees. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your Affiliate Payment Account.
5.5 Deductions. In any event of a Chargeback, credit, or Player not reaching the age of majority in his or her jurisdiction, such Player shall not be considered a Depositing Player and any payment made to the Affiliate with respect to such Player shall be deducted from future payments to the Affiliate. If a Chargeback or Credit occurs during the fee payment-processing period, we reserve the right to deduct such amounts and the associated fees from the amounts due to the Affiliate under the revenue share plan. Any Chargeback or Credit to a Player will disqualify such Player and the Affiliate will not be entitled to any payment with respect to such Player.
5.6 Right to Withhold Amounts. We reserve the right to withhold all amounts due and payable to the Affiliate under this Agreement if we believe that any fraud has taken place or is contemplated which involves the Affiliate, whether or not the withheld amounts relate to the event in question. If we believe that a fraud has taken place or is contemplated by any Player without the Affiliate’s knowledge, we will be entitled to withhold any amounts due to the Affiliate in connection with such fraud. We will also be entitled, in the foregoing events, to set-off from future amounts payable to the Affiliate any amounts already received by the Affiliate which can be shown to have been generated by fraud. If we determine, at our sole discretion, that the Affiliate has engaged in any activity forbidden in this Agreement, including without limitation activity that involves Restricted Territories, or that the Affiliate has otherwise breached any of its representations, warranties or undertakings in this Agreement, we may (without prejudice to any other rights or remedies available to us) withhold any amounts due and payable to the Affiliate hereunder, whether or not generated by such forbidden activity or breach and further suspend or terminate the Affiliate’s account.
5.7 If Affiliates are compensated as part of a revenue share, they may receive payments for each Depositing Player until the expiration of the Revenue Share Eligibility Period.
5.8 Intellectual Property Rights. We do not support any kind of content stealing or copying (site scraping) or any breach of any intellectual property rights, and we reserve the right to suspend and if necessary terminate the Affiliate’s account if it is proven that the Affiliate is responsible for using such methods, and/or to transfer the amounts payable to the Affiliate to the original content creator and/or intellectual property rights holder. All Content created by you for the purpose of promoting the Brands is property of the Company.
5.9 Supporting Documentation. We reserve the right to delay or withhold payments if any supporting documents relating to the payments to be made to the Affiliate and/or those referred to in Section 8 of this Agreement are not promptly provided to it upon request.
5.10 Negative Balance. 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.
5.11 De-Tracking Of Depositing Players. If a Depositing Player doesn’t play on our Websites for a period of three (3) months, we may, at our sole discretion, de-track that Depositing Player from your Tracker and you will no longer receive Fees on that Depositing Player. That Player can then be assigned to another Affiliate in the event that they return to our site via another Affiliate’s tracker.
5.12 Taxes. All taxes due in connection with any payments to you are your sole liability. You are responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of your income from this agreement and for collecting and paying the income tax and social security contributions in respect of your staff, if you have any staff. You are responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the services are provided and you acknowledge that the payments that you receive shall be deemed to include all taxes. The Affiliate hereby indemnifies and agrees to immediately reimburse Priority Play and its Group for any costs, expenses or losses that may be caused to, or suffered by Priority Play or its Group 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 Priority Play or its Group may be subject in connection with its relationship with (or as a consequence of making payments to) the Affiliate. Priority Play will be entitled to withhold or set-off any such amounts from any payments made to the Affiliate.
5.13 In the event that, for whatever reason (including incorrect details being provided by the Affiliate), Priority Play or its Group is charged by either its own, or the Affiliate’s bank for paying, or attempting to pay the Affiliate Fee (“Bank Charges”), Affiliate hereby indemnifies Priority Play or its Group in respect of any and all sums which are paid or payable by Priority Play or its Group in respect of such Bank Charges. Priority Play or its Group shall be entitled to set-off Bank Charges against future Affiliate Fee owing to the Affiliate and/or may request immediate repayment of such Bank Charges from the Affiliate.
5.14 Disputes. If you disagree with the weekly reports or amount payable, do not accept payment for such an amount and immediately send us a written notice of your dispute. Dispute notices must be received within thirty (30) days of our making available your monthly report or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Fees due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Fees, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.
5.15 Anti-Money Laundering. You shall comply with all applicable laws and any policy notified by us through our Website or otherwise in relation to anti-money laundering and/or the proceeds of crime.

6. Term, Termination and Amendment

6.1 Effective Date. This Agreement shall commence on the date that we notify you that your application to join the Affiliate Program has Approved and shall continue indefinitely until terminated in accordance with this Section 6.
6.2 Immediate Termination By Either Party. We may terminate this Agreement immediately if a receiver, examiner or administrator is appointed of the whole or any part of the Affiliate’s assets or the Affiliate is removed from the Register of Companies (or similar register) in the jurisdiction where it was incorporated or an order is made or a resolution passed for winding up of the Affiliate (unless such order or resolution is part of a voluntary scheme for the reconstruction or amalgamation of that party as a solvent corporation and the resulting corporation, if a different legal person, undertakes to be bound by this Agreement), if you are subject to bankruptcy proceedings, or if you are subject to any similar process or procedure to those described in this Section 6.2 in any part of the world.
6.3 Immediate Termination By Us. We may immediately suspend or terminate this Agreement: (a) where you materially breach any term of this Agreement and fail to remedy the breach (if remediable) within the time period specified by us to remedy same; (b) in accordance with its rights set out in this Agreement; (c) where we suspect the Affiliate or any Players signing up through the Affiliate are engaged in Fraud or are suspected of engaging in Fraud; or (d) where you are in breach of any warranty within this Agreement. We reserve the right to withhold any amounts due to you in such circumstances (whether or not such amounts are generated by the breach).
6.4 Suitability. We may suspend or terminate this Agreement at our discretion immediately upon notice if we consider that you are for any reason unsuitable to be an Affiliate. We shall not be required to disclose its reasoning in connection with any such suspension or termination. Where we disclose our reasons for such suspension or termination, we may withhold and/or terminate any payments that otherwise may have been due to you.
6.5 Termination Without Cause. We may immediately terminate this Agreement without cause by providing a written notice (email shall suffice) to the Affiliate.
6.6 No Prejudice of Rights. Termination of this Agreement shall not prejudice any rights of Priority Play which may have arisen on or before the date of termination.
6.7 Removal of Content On Termination. Upon termination of this Agreement for any reason, you shall remove all Content and Approved Content from your Website and all rights and Licences granted to you in this Agreement shall immediately terminate. All Content is the property of the Company.
6.8 Deduction of Payments. We shall be entitled to deduct from any payments due and payable to you, from any such debts and liabilities due to us, if any.
6.9 No Entitlement to Fees Following Termination. You shall not be entitled to any Fees in respect of Depositing Players following the termination of this Agreement.
6.10 Priority Play 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 Priority Play 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 Priority Play Website and making itself aware of any such amended versions and changes.
6.11 Any variation of or amendment to this Agreement shall be effective only if the variation or amendment is proposed by: (i) Priority Play, be published on the Priority Play Website; and (ii) Affiliate, be documented in writing and signed by both parties. None of Affiliate, or the Affiliate or Priority Play employees, officers or agents may orally amend, modify or waive any provision of this Agreement.

7. Misrepresentation, Falsification, Fraud and Fraud Traffic

7.1 Misrepresented, Falsified or Fraud Traffic Prohibited. The Affiliate will not engage in, allow, assist, promote, encourage or benefit from, directly or indirectly, any act or traffic that involves Misrepresentation, Falsification of data or numbers, or Fraud (together “Fraud Traffic”). The Affiliate will act at all times to refrain from, immediately stop and not allow any Fraud Traffic or that it believes or should reasonably believe to potentially involve Fraud Traffic, or any act or traffic that we inform the Affiliate is suspected by it, at its discretion, to involve or potentially involve Fraud Traffic.
7.2 Suspicion of Fraud. In the event that we suspect Fraud, we reserve the right to place restrictions on the Affiliate’s account including but not limited to suspending the Affiliate’s account and retaining all sums within the account as well as commencing a full investigation. The Affiliate hereby gives the Company its authorisation to inform the appropriate authorities or third parties of such an incident and only once we are satisfied that the matter is resolved shall it remove any restrictions on the Affiliate’s account.

8. Liability

8.1 No Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE PROGRAM, OUR PRIORITY PLAY WEBSITE OR BRANDS OR BRAND WEBSITE, OR ANY CONTENT, APPROVED CONTENT, PRODUCTS OR FACILITIES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR WEBSITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
8.2 Billing and Collection Limitations. We may, in our sole discretion, use any available means to block, restrict, remove or discount from your Tracker certain Depositing Players, deposits or play patterns or reject the applications of potential Depositing Players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
8.3 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, shareholders, directors, officers, agents, employees, vendors or suppliers of the Website other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable to you in relation to the Website(s) that the dispute relates to over the previous three (3) months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party’s liability for death or personal injury arising as a result of that party’s negligence or for fraud.
8.4 Indemnification. You shall defend, indemnify and hold us, our Group, and us and our Group’s officers, directors, shareholders, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of this Agreement.
8.5 Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of this Agreement.
8.6 Compliance With Local Laws. YOU UNDERSTAND THAT LAWS RELATING TO THE COMPANY’S ACTIVITIES AND YOUR ACTIVITIES MAY VARY ACROSS JURISDICTIONS. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS THAT APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN THE AFFILIATE PROGRAM WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.

9. Identity Verification and Supporting Documentation

9.1 Identity Verification. It is our policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. We will verify the Affiliate’s identity through the information provided by the Affiliate and by obtaining information from public sources and data. We will make our best efforts to reasonably ensure that we know the true identity of all of our Affiliates. Should we be unable to adequately satisfy ourselves of the Affiliate’s identity, we shall not be obliged to provide the Affiliate with any information as regards the reasons for such failure to identify the Affiliate. For the avoidance of doubt, the Affiliate agrees that we may use any personal information provided by the Affiliate for the purposes of verifying its identity in accordance with Section 9.1. We reserve the right to request additional due diligence documentation, including but not limited to identification documents, as part of our review process for the Affiliate Application. If the documentation provided does not meet our requirements or satisfy our due diligence standards, we may, at our sole discretion, decline to approve the Affiliate Application. See Section 9.2 for more details on the list of acceptable due diligence documents.
9.2 Supporting Documentation. The Affiliate agrees to provide us with any supporting documents we may request. The Affiliate is aware that we have the right to delay payments if supporting documents are not provided. Supporting documents may include any or all of the following for individuals: valid passport copy; valid driving licence copy; a copy of a utility bill; a letter of reference from the individual’s bank; and a copy of a bank statement. For a company, supporting documentation may include a copy of the company’s certificate of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; and information regarding the identity of the beneficial owner of the company and the identity of the directors of the company.

10. Miscellaneous

10.1 Use of the Affiliate’s Personal Information
1. 10.1.1 Use of Affiliate’s Personal Information. The Affiliate acknowledges that its personal information (meaning any information about it from which it can be personally identified, such as its name, address, telephone number or email address) may be used by us for the following purposes:
  1. 10.1.1.1 to set up and maintain the Affiliate’s Account with us; and for the provision of the services to which this Agreement relates;
  2. 10.1.1.2 to comply with relevant regulations regarding the Affiliate’s registration with us, including verifying the information which the Affiliate provides to us;
  3. 10.1.1.3 to monitor activities in order to detect fraudulent or otherwise unlawful, criminal or improper activities (including money laundering) and breaches of this Agreement; and to investigate and/or prevent any such activities; to report any such activities to any relevant authorities and/or other online gambling and gaming operators or other online service providers;
  4. 10.1.1.4 to keep the Affiliate informed of future events, offers and promotions in relation to its account; and to provide the Affiliate with important information about its account;
  5. 10.1.1.5 for any other purpose which is necessary for the performance of our contractual obligations to the Affiliate, or for enforcing the Affiliate’s compliance with its contractual obligations to us.
  6. 10.1.1.6 the Affiliate hereby consents to the use of its personal information as set out in this Section 9.1 by us, including the disclosure by us to relevant third parties for such purposes, including (without limitation) to:
    1. 10.1.1.6.1 identify and/or age verification agencies, and/or credit checking agencies;
    2. 10.1.1.6.2 relevant authorities, online service providers, banks, credit card companies, electronic payment providers or other financial institutions,and the Affiliate hereby agrees to cooperate fully with us in respect of any such investigations of activities which it or any such third party may carry out.
2. 10.2 Notices. Unless otherwise agreed in writing by the parties, all notices required under this Agreement shall be deemed effective:
  1. (i) For notices sent by the Affiliate, when received and read by Priority Play, provided that a read receipt is requested via email to [email protected].
  2. (ii) For notices sent by Priority Play to the Affiliate (except where Priority Play is permitted to amend this Agreement under clause 6.10, in which case the amendments shall take effect as specified in that clause), when the email is sent to the email address registered by the Affiliate during account setup or any updated email address provided through the Affiliate’s account.
3. 10.3 Press. You may not issue any press release or other communication to the public with respect to this Agreement, our Marks, or your participation in the Affiliate Program without our prior written consent, except as required by law or by any legal or regulatory authority.
4. 10.4 Assignment
  1. 10.4.1 Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or subcontract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this Section shall confer no rights on the purported assignee.
  2. 10.4.2 We may assign any of our rights and obligations under this Agreement.
5. 10.5 Governing Law and Attornment. This Agreement (including any variation or modification thereto) shall be deemed executed in Ontario, Canada and shall be governed by and construed in accordance with the laws of Ontario, Canada without giving effect to conflicts of law principles. You irrevocably agree that any disputes arising from this contract shall be submitted to arbitration, and the ADR Chambers, Toronto Ontario, Canada shall have exclusive jurisdiction to determine any claim, dispute or matter arising out of, or in connection with, or concerning this Agreement or its enforceability. You waive any objection to proceedings in courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
6. 10.6 Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.
7. 10.7 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter save in respect of modification to this Agreement provided by us to you in accordance with Section 2.4 above. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this Section, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.
8. 10.8 Third-Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from under that local law or statute.
9. 10.9 No Waiver By Us. If there is a breach of any provision of this Agreement, it shall not be considered as a waiver of any subsequent breach of the same or any other provision.