Terms & Conditions

It is important that you (the “Affiliate”, “You”) read and understand these terms and conditions before submitting an application to become an affiliate with the Joya Affiliate Program. Your acceptance of these terms and conditions forms a binding contractual agreement between you and Provably Fair Gaming B.V. When registering as an affiliate with the Joya Affiliate Program, you accept to be legally bound by, and comply with, these terms and conditions. If you do not agree to the following terms and conditions, you should discontinue your application.

Definitions

General Definitions

Admin Fee The value of Jackpot contributions, Games and Platform costs and operating costs.

Agreement These terms and conditions and where applicable, any other contractual document concluded between the Parties in relation to the Affiliate Program that You may be required to accept from time to time as part of being able to continue your role as an Affiliate. To the extent that the said contractual document is governed by these terms and conditions, any reference to ‘the Agreement’ as included therein shall also mean a reference to these terms and conditions. Further, any reference to ‘this Agreement’ in these terms and conditions shall also include and refer to such contractual documents.

For the avoidance of doubt, these terms and conditions shall supersede any other terms and conditions applicable to such contractual documents concluded between the Parties.

Affiliate A person (whether an individual or a company) who has registered and been accepted by Joya Affiliate Program in order to promote Joya Brands through affiliate links.

Affiliate Network An individual and/or entity which You have a business relationship with and who operates for You with the intention of driving traffic to Joya Brands, or that You direct in any appropriate manner to Joya Brands and who does not have an account directly with Joya but is connected to Your account. For the avoidance of doubt, this shall not include Sub-Affiliates. Affiliate Payment Any Revenue Share, Hybrid Payment and/or CPA Payments.

Affiliate Program the Affiliate Program operated by JOYA Games.

Applicable Law All laws, statutes, regulations, edicts, bylaws, mandatory codes of conduct and mandatory guidelines – whether local, national, international or otherwise existing from time to time – which are legally binding on either Party and which are applicable to that Party’s rights or obligations under this Agreement, including all applicable Market-Specific Requirements.

Application Your application to join the Affiliate Program via the Affiliate Program site.

Approved Marketing Material Our banners, text and/ or other online and offline promotional materials and certain Intellectual Property (collectively “Approved Marketing Material”).

Balances Carried Over In the calculation of Commission where Net Win is negative due to Customer winnings and/ or Admin Fees and/ or Cash Items and/ or Progressive Contributions the said balance will be set to zero. A negative balance due to Fraud Costs will however be carried and be retrospectively applied over where applicable (i.e., Chargeback fraud etc.)

Brand “Joya” including without limitation any and all of the trademark registrations/applications of the Group, any taglines or marketing slogans used by the Group, as well as any other brands (whether registered or unregistered) owned and /or used by the Group, as may be indicated by Joya from time to time.

Chargeback The reversal of a payment made previously to Joya by a Referred Player or the credit card-issuing bank or any other third-party payments solution provider. Chargebacks and Bank reversal and recalls are regarded as Fraud for the purposes of calculating net revenues.

Commencement Date The date on which Joya confirms Your application to join the Affiliate Program has been accepted.

CPA Deal a Cost-Per-Acquisition deal, whereby Joya pays You a predetermined amount for each Referred Player. CPA deals will undergo a trial period to ensure affiliates are providing Joya with legitimate and profitable traffic.

Under any CPA Deal, You will receive a predetermined amount for each Referred Player, as agreed with the Affiliate. We reserve the right to modify the CPA Deal at any time, with prior notification to the co-operator Unless agreed otherwise between the Parties in writing, the first fifty, unless otherwise agreed upon (50) Referred Players under the CPA Deal are to be seen as a test phase in which we will assess the quality of the Referred Players and the CPA payout is subject to negative revenue share deductions. After the test phase has been completed, We shall, at Our sole discretion, determine whether to continue the campaign, amend pricing, or renegotiate the volumes and/or CPA amounts, based on the results obtained in the testing phase.

To qualify for CPA payout for the respective month, affiliate partners must demonstrate a minimum retention rate of 30% among their first-time depositors who subsequently redeposit. Retention rate is calculated by the proportion of redepositors to the total number of first-time depositors referred by the affiliate partner. Failure to meet this criterion will result in forfeiture of CPA payout eligibility for that month.

Customer/Player An individual referred or directed by You in any appropriate manner to a Product offered by Joya who can be linked to Your (or Your organization’s) Joya Affiliate Account and/or identity who registers a Customer Account with Joya. By opening an account with Joya, that Player will become Our customer and must comply with all Our applicable rules, policies, and operating procedures.

Customer Account The player account that an individual creates on the Website that enables them to use our Products.

Direct Marketing Any form of any direct marketing communication sent to one or more mailing lists, individuals or newsgroup, notably without limitation via E-mail and/or SMS direct marketing, that concerns whether directly or indirectly The Brands or is sent or can be deemed to be sent on behalf of Us, irrespective of whether to the customer of Brands or otherwise (hereinafter referred to as “Direct Marketing”)

Fees The amounts due to You by Us in exchange for the provision of the services in accordance with the conditions of this Agreement, calculated under the Revenue Share, CPA, or Hybrid model, as the case may be.

Fraud Any form of fraud committed by a Referred Player, which in the sole opinion of Joya, is deliberately practiced by a Referred Player and/or an Affiliate in order to secure a real or potential, unfair or unlawful gain, including but not limited to:

• Fraud costs;
• Chargebacks, Recalls and reversals;
• Bonus abuse by a Referred Player or group of Referred Players;
• Your (or a third party’s) encouragement to a Referred Player to abuse Our bonus offers;
• Collusion on the part of the Referred Player with any other Referred Player;
• Your (or a third party’s) offering or providing unauthorized incentives (financial or otherwise) to Players to encourage them to sign up;
• Dropping or stuffing cookies.

strong>Fraud Costs The costs incurred (financial or otherwise) by Joya as a direct or indirect result of Fraud committed by You, your employees, Sub-Affiliates, business partners, Customers, and/or third parties linked to Your affiliate Account to whom You, as an Affiliate, have introduced Our Products.

Gross Win The total revenue generated by all Joya Products as a result of all bets and/or deposits by Referred Players introduced to Joya by You.

Group Any and all of the companies forming part of the Joya Gaming Group, Provably Fair Gaming B.V and associated with the Brand.

Intellectual Property Any and all intellectual property rights, of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trademarks, word marks, database rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URL, trade names or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.

Market-Specific Requirements the Applicable Laws of certain Markets, as more particularly described in the respective Schedules.

Markets All markets in which the Group operates.

Minor’s Natural persons under the age of 18.

Net Revenue Net Revenue is calculated as: (All Player bets minus All Player winnings minus Player bonuses minus Taxes) minus Admin fee minus Payment Fee in accordance to applicable local laws.

Party Either Joya or the Affiliate (jointly referred to as the ‘Parties’).

Progressive Contributions A percentage of revenue generated on any progressive game that is paid over by Us into the network’s progressive pool.

Products An online gaming product (including but not limited to Casino, Live Casino) for which professional services are rendered by Joya or the Group.

Referred Player A Player who has accessed any of the Joya Products and registered for a Player Account directly through one of Your affiliate links. For the avoidance of doubt, players which are already customers of Joya shall not be considered ‘Referred Players’. Players who are referred to one of the Brands, won’t be automatically referred to all other brands.

Revenue Share Deal A deal where You receive payment through a revenue share model.

Joya All brands approved by the license provider to be used by Joya Casino.

Joya Affiliate Account the Affiliate Account that an individual or company creates on the Website that enables them to promote our Products.

Schedule(s) The documents attached to this Agreement, which further specify the arrangements between the Parties.

Spam Unwanted or unsolicited email or SMS or any other form of communication sent indiscriminately to one or more mailing lists, individuals, or newsgroups. This shall include not having appropriate opt-ins and/or opt-outs prior to the sending of such communication and the lack of maintaining records of the same.

Terms and Conditions These terms and conditions, titled Joya Affiliate Partner terms and conditions.

UBO Ultimate Beneficial Owner: individuals owning, directly or indirectly, 25% (twenty-five) or more of a legal entity

Us/We/Our the Group and all related Brands.

Website The website www.joya.casino, or any other website as may be directed by Us.

You/Your/Member You in Your capacity as a Joya Affiliate and Partner, and any Sub-Affiliates which You may engage pursuant to this Agreement.

Recruitment and Advertising Activities It is understood as any form of communication in which entities holding a license issued by the Gaming

Authority promote their goods or services, directly or indirectly, whether or not with the aid of third parties.

Vulnerable Groups of Persons Refers to in any case Minors, Young Adults, persons demonstrating an affinity for high-risk gambling behavior, persons with intellectual disabilities, persons who are currently suffering from gambling addiction or have suffered from gambling addiction.

Young Adults Natural persons from 18 up to and including 23 years old.

1. Appointment

1.1 Upon Your registration You will be required to accept these terms and conditions. You must read and understand these terms and conditions fully before accepting them. In case You do not agree with these terms and conditions, You should refrain from applying to become an Affiliate. If after reading the Terms you still feel like you have any questions, please contact Us.

1.2. Your application to be a Joya Affiliate will be reviewed following submission and You will be notified in a timely manner of Our acceptance or rejection of Your application. If the information provided by You is deemed insufficient, We reserve the right to withhold pay-out and reject Your application to be a Joya Affiliate.

1.3. Upon acceptance into the Affiliate Program, You hereby accept the appointment as an Affiliate partner of Joya. For the avoidance of doubt, any approval by Us does not imply that We may not re-evaluate Your application at a later stage.

1.4. You acknowledge that this Agreement does not grant You an exclusive right or privilege to assist Us in the provision of services arising from Your referrals and that You shall have no claims to any Fees or other compensation on business secured by or through persons or entities other than You.

2. Affiliates’ Rights

2.1. License to direct Customers to the Website Upon acceptance as aforesaid, We grant You for the duration of this Agreement a non-exclusive, non-transferable, revocable, limited, royalty free license to direct Customers to the Website, in accordance with the terms of this Agreement and Applicable Laws.

2.2. License to use certain Intellectual Property During the term of this Agreement, You are granted a non-exclusive, non- transferable, revocable, limited and royalty free license to use the Approved Marketing Material as defined below (hereinafter referred to as “Licensed IP”). The license in conjunction with the Licensed IP granted to You in terms of this Clause shall be conditional and strictly contingent upon the following:

• The Licensed IP may be used solely and strictly as required for You to fulfill Your obligations under this Agreement;
• The Licensed IP may not be sub-licensed, assigned or otherwise transferred by You to any third party without Our prior written permission;
• You may not modify, alter, adjust, remove, crop, manipulate and create any derivative works of the Licensed IP;
• You shall not, during the term of this Agreement or at any time thereafter, assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property rights in any action or proceeding of whatever kind or nature, and further You shall not take any action that may prejudice Our rights in the Intellectual Property (including but not limited to seeking intellectual property right related protection or file any application for such protection in any country worldwide for the Approved Marketing Materials), render the same generic, or otherwise weaken their validity or diminish their associated goodwill;
• You may not use the Licensed IP or any Intellectual Property of the Group in a manner that would create a confusion to customers, notably without limitation as to the origin of the marketed goods and services, portray Affiliate as a member of the Group or impersonate the Group;
• You shall fully comply with Clause 10.4, Clause 11, Clause 18 and The Schedules;
• You shall fully comply with any other terms of this Agreement (including any restrictions contained herein);
• All rights not expressly granted herein shall remain strictly with Us;
• Your use of any other Intellectual Property of Joya or the Group shall be strictly subject to prior written approval;
• We shall have a right to revoke the license as provided herein at any time and without cause.

Notwithstanding anything to the contrary, Joya retains the right to request a written agreement signed by both Parties detailing any other terms which Joya at its sole discretion deems appropriate, such as any payment terms, methods of giving notices, other rights and obligations of both Parties and including a term during which You are allowed to make use of such Licensed IP provided You abide by the terms set forth by Us which shall be clearly stated within such agreement.

3. Registration of Referred Customers and Players

Joya Affiliates will register Referred Customers / Players and will track their gaming activity. Joya has the right to refuse Customers or close their accounts, if necessary, in order to comply with any regulatory or legal requirements in Applicable Laws, including, but not exhaustive to not providing Joya with Identification Documents, Proof of Address, Source of Wealth or Funds, if they are found to be involved in fraudulent or obtaining funds from ill-gotten means.

4. Financial reporting on Referred Customer and Player activity

The style, form, content and frequency of generated reports may, at Our discretion, vary from time to time. You will be provided with remote online access to generated reports of Referred Player activity and the Fees attracted by that activity. To gain access to these online reports, You will need to use Your username and password as provided to You by Joya. We will provide You with a unique tracking link(s), but it is Your responsibility to ensure that the tracking links You use are in the correct syntax. We cannot track Referred Players referred by You, if the links You use are incorrect, so You must ensure to copy the code exactly as presented in the Joya Affiliate back offices. We will not be liable to pay Fees on any Referred Players who are not tracked due to modified tracking codes or links. It is Your responsibility to inform Joya immediately if the tracking link provided is broken or does not work correctly.

5. Modification of the terms and conditions

We may amend, alter, delete, interlineate or add to these terms and conditions contained in this Agreement, at any time and in Our sole discretion, by posting a change notice or a new agreement on Our site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Fees, fee schedules, payment procedures, and referral program rules. Any amendments, alterations, deletions, interlineations or additions to these terms and conditions shall be effective immediately upon notice, by display on the Website and/or on Cellxpert (‘Notice’), and shall supersede all previous versions. Your use of the Website and/ or continued marketing of Us or Our Products after such Notice is given to You will be deemed acceptance of such amendments, alterations, deletions, interlineations or additions or the new Agreement should these terms and conditions be replaced in their entirety. Be sure to review this Agreement periodically to ensure familiarity with its most current version.

Please also note: No purported modifications, amendments, alterations, additions, deletions or interlineations of this agreement by you are permitted or will be recognized by us. No employees, officers or agents of Joya may verbally alter, modify or waive any provision of this Agreement.

6. Your Warranties

By applying to be registered as a Joya Affiliate, You warrant the following:

• The information You provide Us on registration is complete, valid and truthful;
• In the event You are a juristic or legal person, the person submitting the application has the full right, power and authority to enter into this Agreement on behalf of such entity;
• The execution of this Agreement by such person, and the performance by You of Your obligations and duties hereunder, do not and will not violate any agreement to which You are a party or by which You are otherwise bound;
• That You have all requisite legal and authority to enter into this Agreement and to carry out and perform Your obligations under the terms of this Agreement;
• You shall comply with all Applicable Law and regulations related to the performance contemplated under this Agreement;
• Your performance of this Agreement shall not infringe the Intellectual Property or any other rights of any third party including without limitation the right of privacy, right of publicity, contractual or other right of any person, or constitute any libel or slander of any person.

6.1. Commissions and Payment

6.2. Once a deal is agreed upon, Joya Casino Affiliates will not alter the terms or decrease the commission percentage without the partner's acceptance or confirmation.

6.3. The Commission is calculated at the end of each month and payments shall be made on a monthly basis in arrears, not later than the 10th of the following calendar month.

6.4. Payment of Commission will be made through our Affiliate Wallet. Due to existing regulations, Affiliates may be required for verification and “know your customer” documentation before a withdrawal can be accessed.

6.5. A minimum amount of €20 (twenty euro) may be withdrawn from the Affiliate Wallet at one time.

6.6. If an error is made in the calculation of the Commission, the Company has the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.

6.7. The Affiliate may, at the Company’s sole discretion, be provided with the opportunity to restructure its commission structure.

6.8. The Affiliate’s acceptance of a Commission payment shall constitute the full and final settlement of the balance due for the relevant period. In case the Affiliate disagrees with the balance due as reported, he or she shall notify the Company within fourteen (14) calendar days and clearly state reasons of the disagreement. Failure to notify the Company within this time limit shall be considered as an irrevocable acknowledgment of the balance due for the relevant period.

6.9. The Commission shall be deemed to be exclusive of value added tax or any other applicable tax. The Affiliate shall have the sole responsibility to pay any and all taxes, levies, charges and any other money payable or due to any tax authority, department or other competent entity as a result of the compensation generated under the Affiliate Agreement.

6.10. By joining Joya Casino, an affiliate partner establishes a long-term partnership with Joya. As part of our commitment to mutual success, Joya Casino aims to support affiliates in meeting conversion expectations, fostering a lifetime connection in the affiliate program.

6.11. Affiliate partners may request a deal modification or upgrade based on demonstrated improvements and enhanced cooperation.

6.12. In order for affiliate partners to qualify for payment and continue working on Cost Per Acquisition (CPA) and Cost Per Lead (CPL) deals, it is mandatory to achieve a minimum conversion rate of one-third (1/3) of their generated traffic.

6.13. Failure to meet the minimum conversion requirement will result in the suspension or termination of the affiliate partnership agreement.

6.14. Payments for CPA and CPL deals will only be processed for affiliate partners who consistently meet or exceed the conversion threshold.

7. Your Obligations

7.1. You shall take reasonable steps to ensure the reliability and proper training of Your employees and that such employees understand the data protection and marketing requirements applicable to both the Affiliate and to Joya.

7.2. The Affiliate is to be aware that any operation from its end which runs counter to this Agreement may result in very serious consequences for the Affiliate itself, for Joya, or for both Parties, including without limitation, fines, penalties, breaches of license conditions and ability to do business, as well as potential civil and criminal action against the Affiliate, Joya or The Group by the respective authorities.

7.3. Without prejudice to any of the Company’s rights herein or at law, the Company may terminate this Agreement, in part or in its entirety, or any of your accounts should you act in breach of the foregoing and you shall be held fully responsible and liable for any such resulting fine, penalty, claim, action, or loss which is caused to us as a result of your action or default as the case may be.

8. Your website

You are not allowed to register for the Joya Affiliate Program if Your website is considered unsuitable. The classification whether a website is unsuitable is to be determined at the sole discretion of Joya when they are evaluating Your application prior to acceptance or rejection of such. Joya reserves the right to reassess Your website at any point in time and deem it suitable or unsuitable at its sole discretion.

9. Approved Layouts

In the absence of Our prior written approval, You will only be permitted to use Our Approved Marketing Material as made available at the Joya Affiliate Program, or as supplied directly to You by Us, and will not alter its appearance nor refer to Us, Our Products or Our/ their partners in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by Us and constitute the only authorized and permitted representation of Our Products sites.

10. Marketing Compliance

10.1. You shall comply with all Applicable Laws, including the applicable Market-Specific Requirements. For the Market-Specific Requirements and the applicable authorities, please refer to the Schedules. In the event of any conflict between any Market-Specific Requirement contained in the Schedules and any of the terms otherwise set out in this Agreement, the Market-Specific Requirement shall prevail to that extent and in respect of the applicable Market only.

10.2. Direct Marketing

10.2.1. You shall not send Spam to any person, whether a Customer of Joya or otherwise, at any time. Any form of any direct marketing communication shall be strictly prohibited. Any Direct Marketing carried out that looks like it is coming directly from any Brands or in Joya name, likeness, or copyrighted material shall be considered a material breach of this Agreement with the respective consequences. Markets may have specific requirements when dealing with direct marketing. You are required to check those before you proceed with any communication. Please refer to the Market-Specific Requirements in the applicable Schedules.

10.3. Approved Marketing Material

10.3.1. Once successfully registered as an Affiliate of Joya of one of the Brands, You will have access to Approved Marketing Material. You may place said materials on Your site, and/ or utilize them via e-mail and/ or direct marketing and/ or social media and/or print media but You may not use any Intellectual Property of the Group (notably without limitation the Brand or related trademarked material) with respect to mobile applications, notably without limitation as keywords for any mobile application or to impersonate Group or create confusion as to the origin and/or nature of the goods and services provided within the scope mobile application. These are the designated methods by which You may advertise Us.

10.3.2. It will be Your responsibility to ensure that the use of such Approved Marketing Material is strictly in accordance with any specifications, obligations and/or limitations in these terms and conditions and any Applicable Law. We reserve the right to request You to take down any form of use of the Approved Marketing Material which it deems to be non-compliant with this Agreement or Applicable Law or infringing Intellectual Property of the Group.

10.3.3. Should You be in any doubt, please contact affiliates@joya.casino before publication. All Approved Marketing Material must be kept current and You shall utilize new Marketing Material forthwith after it is made available to You by Us.

10.4. Before We approve Your account, We will advise You to share Your traffic sources, and deem if you are complaint.

10.5. Furthermore, any form of traffic that is generated from any medium that is aimed at Vulnerable Groups of Persons, promotes violence, includes narcotic material, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates any Intellectual Property rights, or are otherwise considered by Us to bring the Brands or Us into disrepute or prejudice the interests of Joya in any way or is capable of creation of confusion of the customers, is considered unsuitable, and constitutes a serious breach of this Agreement.

It shall be Your sole responsibility to regularly monitor Your networks and traffic sources to ensure full compliance with this Clause at all times.

10.6. Manipulation/Advising Referred Players to the Detriment of the Brands You shall not advise or incentivize Your Referred Players in any manner which would negatively affect the profitability of the affiliate relationship between You and Us. Prohibited activities include but are not limited to advising Referred Players about ways in which the Brands’ Products could be abused or manipulated.

10.7. Non-Compliance Any form of breach or non-compliance with this Clause 10, will result in Your account being placed under review immediately and any Fees due to You being withheld pending an investigation. For the purpose of this Clause 10, Penalty shall mean as defined within the applicable Market-Specific Requirements in the Schedules. We shall be entitled to enforce a Penalty, which will be deducted from Your account. If this occurs, the amount of the Penalty will be deemed fair and acceptable to You. Should the Penalty and/or any additional payment due to Us (including without limitation expenses and/or damages in dealing with such breach of this Clause or being blocked by third party Internet Service Providers) not be covered by funds in Your account, We have the right to investigate other alternative means for obtaining these payments from You, including the right to demand direct payment from You.

The non-adherence to the terms may result in the immediate termination of the relationship between You and Provably Fair Gaming B.V.

Should You require more information regarding this clause, please contact us at affiliates@joya.casino. Should You wish to report any incidences of breach of this Clause please contact us at affiliates@joya.casino.

11. Good Faith / Ethical Conduct

You will not knowingly benefit from known or suspected traffic which, in the reasonable opinion of Joya, is not generated in good faith, including but not limited to traffic generated via Spam or through the use of Intellectual Property of the Group (notably without limitation the Brand) in conjunction with mobile applications or contrary to these terms and conditions, whether or not this actually causes damage to Us or otherwise. For the avoidance of doubt, this includes undertaking any fraudulent activity whatsoever, including, for separate deals like Cost-Per-Acquisition (CPA), referring players which We deem low-value.

12. Copying of Sites or Theft of Site Content

If it can be reasonably proven that affiliate earnings have been lost due to an incident of copying theft, We reserve the right to pay revenue generated by the offending Affiliate to the aggrieved Party. Complaints in relation to this Clause should be sent by email for investigation.

13. Your Restrictions

13.1. You shall not be entitled to any Fees in relation to any Sub-Affiliate if, in the case that You are a legal person, they are Your employee, director, shareholder or agent or, in the case that You are a natural person, they are Your employee, agent or direct family member.

13.2. You shall not earn any Fees on Your own Customer Account nor on the Customer Account/s of Your employees or family members.

14. Confidential Information

Except as otherwise provided in this Agreement, or except within the Group, or with the consent of any other Parties hereto, all Parties agree that all information, including, but not limited to, the terms of this Agreement, business information and technology concerning Us or You, respectively, or any of Our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Affiliates. During the term of this Agreement, You may be entrusted with Confidential Information relating to the business, operations, or underlying technology of Joya and/ or the Affiliate Program (including, for example, Fees earned by You under the Affiliate Program). You agree not to disclose or use the Confidential Information in any manner or share it with third persons or outside Parties unless You have Our prior written consent or are legally obligated to do so and that You will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.

15. Data Protection and Privacy

You understand and agree that for the purpose and in terms of this Agreement, You shall not, whether for Direct Marketing or otherwise process any personal data on behalf of any company belonging to the Group. In the light of the foregoing, with respect to any data that you process, as such process is to be deemed completely out of the scope of this Agreement, you solely determine the purpose and means of processing and therefore you are in terms of Applicable Laws considered a controller of personal data and that You shall be solely responsible for and shall ensure its full compliance with, inter alia, all legislation, obligations and requests, by any authority in accordance with applicable EU data protection legislation or any legislation the jurisdiction in which You and Joya are domiciled or operate in. For the avoidance of doubt, The Brands or the Group shall not, under any circumstances, be considered a controller or a processor of personal data respectively for the purposes of this Clause and/or this Agreement because there is no sharing or processing of personal data between You and the Group.

You warrant that You will cooperate with Joya fully and promptly in the event that Joya requests information on Your data protection practices including your cookie compliance for any reason.

You shall make clear to any users of Your website, or any other website that is used by You in conjunction with this Agreement, which cookies are in place and whether these cookies are used by You or by third parties. You shall obtain the respective user’s informed consent to the use of such third-party cookies and post a prominent link to the privacy/cookie policy which shall provide detailed information about third party cookies and an explanation as to how these can be disabled (for example, by providing information about how users can customize cookie settings in browsers). You warrant full compliance, throughout the term of this Agreement with any cookie – related laws that may be applicable and as updated from time to time.

16. Your Account Information and Due Diligence

16.1. To comply with Applicable Laws and any further requirements from the applicable regulators, you may be required to provide us with information on Your account details. You are hereby notified that we carry out verification procedures and that your account may be blocked for access or closed if we suspect that you have supplied us with false or misleading information.

16.2. Joya reserves the right to perform background checks on any Affiliate or any entities or natural persons related to the Affiliate. Joya may request any relevant documentation such as copies or certified copies of Your or any related entities’ Company Formation Documents, for example, but not limited to Certificate of Incorporation and Registration, Company Policies and UBO Identification, as well as copies of documents associated with linked individuals, such as passports or other identification documentation, proof of addresses, Source of Wealth, etc. as part of Joya Due Diligence Procedures, at all times and, for any reason, including (but not limited to) any further checks into the identity of the Affiliate, or any enquiries into the Affiliate’s corporate and personal history. Joya may also request any documentation previously provided which would have later on expired or would no longer be valid for any reason, or to request any additional KYC documentation for any reason and at any time. Any non-completion or non-cooperation for documentation requests may result in the Account termination and/or transactions being withheld. Joya is under no obligation to advise the Affiliates of such checks taking place. Such activities may include the use of specific third-party companies, who perform the investigations as required. Joya may decide at its sole discretion to terminate an Affiliate's Account, and withhold all funds in such Account, on the basis that such an investigation provides a negative or uncertain conclusion.

16.3. You confirm that You are compliant with all Applicable Laws, and any applicable Market-Specific Requirements.

16.4. You confirm that any changes on Your corporate or personal information or any other relevant information shall be communicated to Joya within 15 (fifteen) working days from the change, and that all information provided is correct to the best of Your knowledge, and that You are authorized to provide Joya with all relevant information required on behalf of the Company.

17. Anti-Money Laundering

You may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities. It is recorded that some jurisdictions in which We operate have strict laws on money laundering that may impose an obligation upon Us to report You to the federal or local authorities within such jurisdictions if We know, suspect or have reason to suspect that any transactions in which You are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Joya Affiliate Program to facilitate criminal activity. You shall comply fully and promptly with any anti-money laundering related requests as may be required from You by Joya.

18. Trademark Infringements

You acknowledge that Group has registered trademarks in relation to the Brand and agree that You shall not infringe or threaten to infringe, or carry out any unauthorized use of the Brand, the Products, or any other Intellectual Property of the:

• Ad bidding: any bid made by You to any Internet search engine or mobile application on keywords including without limitation, Joya Casino or any other Joya trademarks, and/or variations thereof or words that are confusingly similar, or
• Mobile Applications: use of the Brand, and/or Joya Casino and/or variations thereof or words that are confusingly similar as a name of a mobile application or name of the developer/operator of the mobile application Group during the term of this Agreement or thereafter.
• In the event of a breach of this Clause 18, We will be entitled to exercise all means available to enforce or defend Our rights with respect in any given territory, and You shall fully comply with Our requests immediately and without delay.

19. Limitations on URLs

The use of Brand names, including without limitation Joya, trademarks or any variation of these names or any use of any words that are confusingly similar, in affiliate URLs is restricted and prohibited. Our Brand name may not be used in a derivative URL or Subdomain. For example:

• www.yoursite.com/joya.html – Allowed
• joya.yoursite.com – NOT Allowed
• www.yoursitejoya.com – NOT Allowed
• www.joyayoursite.com – NOT Allowed

20. Restricted Territories

Affiliate marketing efforts may not be directed at any person who is resident in any jurisdiction where their participation in online gambling would be in conflict with Applicable Law, for example, the United States of America and its dependencies. In this regard, it is the sole responsibility of you, the Affiliate, to understand and comply with all Applicable Laws in all the jurisdictions where your Affiliate Sites are accessible and from where Referred Players may originate. For Market-Specific Requirements please refer to Schedules.

We reserve the right to update this list at any time and to take legal measures against You should You advertise Joya Brands to any individuals within the aforementioned jurisdictions.

21. Offer Limitations

You shall not offer any rake-back, cash-back, value-back or any similar offers, other than the Programs being offered by Joya Brands.

22. Information Security

You are obliged to abide by Clause 15 of these terms and conditions.

Processing or possession of any Player information is against our terms of service. If for any reason You end up with any Player personal data in your possession, you must immediately advise affiliates@joya.casino so that it may be investigated. Failure to abide by the above will be considered a breach and may trigger any necessary actions as described in Clause 33.

23. Affiliate Deal Payment Models

24. Terms Applicable to Revenue Share Deals

Under the Revenue Share Deal, You will receive a payment based on income generated by Your Referred Players to each Brand.

Calculation of revenue share depends on the agreement.

25. Terms Applicable to CPA Deals

Under any CPA Deal, You will receive a predetermined amount for each Referred Player, as agreed with the Affiliate. There shall be no revenue share component under this model. We reserve the right to change the CPA Deal at any time without notice. Unless agreed otherwise between the Parties in writing, the first fifty, unless otherwise agreed upon (50) Referred Players under the CPA Deal are to be seen as a test phase in which We will assess the quality of the Referred Players. After the test phase has been completed, We shall, at Our sole discretion, determine whether to continue the campaign, amend pricing, or renegotiate the volumes and/or CPA amounts, based on the results obtained in the testing phase.

26. Terms applicable to Hybrid Deals

Under any Hybrid Deal, your payment will contain elements of both a Revenue Share Deal and a CPA Deal, based on the models outlined above.

For the avoidance of doubt, the terms applicable to Revenue Share Deals as outlined in Clause 24 and the terms applicable to the CPA Deals as outlined in Clause 25 shall also apply to Hybrid Deals.

27. Payment Options

Payment shall be made by Us to You by way of the method selected by You upon registration or accessible through the ‘payment information’ section of your account at any time. You may only choose from:

• Skrill
• Bank wire transfer
• Crypto

If selecting ‘bank wire transfer’ your bank account must be able to receive euro amounts. Should You fail to register a valid payment method and full correct details upon acceptance of these terms and conditions, We will not contact You to inform You to update Your details. Please contact Us in case you experience any issues with registering a payment method.

We shall not be liable to You in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising. However, we aim to process the Fees earned by You in the previous calendar month by the 15th of the following month.

28. Cross-Tracking

We will endeavor to make sure all Referred Players are cross-tracked to Products that You have chosen to promote, should a Referred Player choose to play a product other than the Product advertised.

29 Term and Termination

29.1. Term

The terms of this Agreement will commence on approval of Your registration by Joya in accordance with Clause 1 and shall continue until terminated on notice by either Party.

29.2. Termination

Notice of termination shall be given in writing by either Party to the other at any time. For the purposes of notification of termination, delivery via e-mail will be considered as a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.

We reserve the right to terminate this Agreement immediately upon any breach of this Agreement by You or Your Affiliate Network. For the avoidance of doubt, in the event of multiple accounts being held by You, We reserve the right to terminate each account separately, or to exercise any termination right which emerges in relation to one account against other accounts, at Our sole discretion.

30. Consequences of Termination

In the event of termination of this Agreement for any reason:
You will promptly return to Us any Confidential information and/ or Customer Information, and all copies of it in Your possession, custody and control, and upon request, irrevocably destroy any Confidential Information belonging to Us, as well as cease all uses of any Licensed IP. You will take immediate steps to transfer ownership to Joya of any derivative URL established by You, at a cost to Joya not exceeding that incurred by You in registering the derivative URL, but not the costs incurred in developing the derivative URL. You and Joya and our electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate You from any liability arising from any breach of this Agreement, that occurred prior to termination and shall not affect or limit in any way Our rights pursuant to the Clause 35. You will only be entitled to unpaid Fees (if any) earned by You on or prior to the date of termination. However, if You have committed a breach of this Agreement, You shall not be entitled to any unpaid Fees generated after the breach occurred, irrespective of whether this Agreement has been terminated or otherwise, until such breach is remedied. You will not be entitled to any revenue generated after the date of termination. We may withhold the final payment for up to three months to ensure that the correct amount has been calculated and paid. If We continue to permit activity (generation of revenue) from Customers after termination, this shall not and shall not be construed to constitute a continuation or renewal of this agreement or a waiver of termination.

31. Relationship of Parties

31.1. The Parties are independent contractors, and nothing in this Agreement will create any legal partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. You shall have no authority to make or accept any offers or representations on Our behalf. You shall not make any statement, whether on Your site or otherwise, that conflicts with Clause 31. For the avoidance of doubt, You shall be solely responsible for the actions of Your Affiliate Networks and for monitoring Your Affiliate Networks to ensure compliance with the terms of this Agreement. You shall be held solely responsible for a breach of the terms of this Agreement by Your Affiliate Network, and We shall be entitled to take any action against You, without limitation, available under this Agreement in respect of such breach.

31.2. You will not be treated as an employee with respect to any applicable statute, ordinance, rule, or regulation of any country.

32. Representation of Joya Brands

You shall not make any claims, representations, or warranties in connection with any of the Brands and You shall have no authority to, and shall not, bind Us to any obligations outside of this Agreement, unless agreed to in writing by Us.

33. Indemnity, Disclaimers and Limitation of Liability

33.1. Indemnity
You shall defend, indemnify, and hold Joya and Our electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with:

• any breach by You of any warranty, representation, or agreement contained in this Agreement, the performance of Your duties and obligations under this Agreement,
• Your negligence, or any injury caused directly or indirectly by Your negligent or intentional acts or omissions, or the unauthorized use of Our banners, copies and link or this Affiliate Program;
• all claims, damages, and expenses (including, and without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of Your site;
• any proceedings, penalties or sanctions imposed by the relevant authorities as well as any costs and expenses of legal representation, attorney’s fees; incurred in relation, arising out of or result from any breach or non-compliance, non-performance of this Agreement or any part thereof, or non-compliance with Applicable Law.

33. Indemnity, Disclaimers and Limitation of Liability

33.2. Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program, any Joya Brands or payment arrangements (including, without limitation, their functionality, warranties of fitness, Product-ability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, We make no representation that the operation of Our site (including service and tracking) will be uninterrupted or error-free. We will not be liable for the consequences of any such interruptions or errors.

33.3. Limitation of Liability
Your liability, whether under contract, tort or otherwise (including any liability for negligent act or omission), shall not be in any manner excluded or limited and shall include, without limitation, also any liability for any indirect and consequential damages incurred by Us or the Group including loss of profits, revenue, business, contracts, anticipated savings.

For the avoidance of doubt, You shall be solely liable towards Us for breaches of this Agreement by Your Affiliate Networks. We will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Program, even if We have been advised of the possibility of such damages.

Furthermore, Our aggregate liability arising with respect to this Agreement and the Program shall not exceed 10% of the total Fees paid or payable by Us to You in the previous 6 months from when the respective breach occurred under this Agreement.

Our obligations under this Agreement do not constitute personal obligations of Our directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the Fees generated and is limited to direct damages.

33.4. Remedies
Our rights and remedies in these terms and conditions shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge that We may, without prejudice to any other right available,
• Immediately suspend Your membership of the Affiliate Program; and/ or
• In Our absolute discretion, not pay You any funds due to You as Fees, if You have committed a breach of this Agreement, or if We are not satisfied with the information You are required to provide to us in terms of Clauses 10.3, 10.5, 10.6, 15 and 17 and Market-Specific Requirements. Additionally, should Your account be inactive for six months, we have the right to close Your account with Us.

We further reserve the right to report You to the relevant authorities should We, in Our absolute discretion, determine that We are obliged, to do so in compliance with Applicable Law. You acknowledge, that damages or a Penalty as defined within the Market Specific Requirements may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the Parties may be enforceable by specific performance, injunction, or other equitable remedy.

Nothing contained in this Agreement shall limit or affect any of Our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that the enforcement of Our respective rights and obligations shall not be limited in any way.

The rights and remedies outlined in this Clause, and in these terms and conditions, may be exercised against any or all of Your multiple accounts in Our sole discretion.

34. Governing Law and Jurisdiction

This Agreement will be governed by the laws of Curacao. The Regulations and Directives, and any subsequent or complementary legislation applicable in Curacao. Any disputes arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the government of Curacao as presently in force or any other competent courts and/or tribunals in Curacao. The language of the proceedings shall be English and the arbitration shall take place in Curacao.

35. Mutual Support

Both Parties shall give each other their mutual support in the giving of effect to the spirit, purpose and object of this Agreement. You shall comply with, inter alia, all legislation, obligations and requests, as required by Joya or by any authority in accordance with applicable legislation in the jurisdiction in which You or the Brands are domiciled or operate in.

You warrant that You will cooperate with Us fully and promptly in the event the Joya requests information on Your practices and You agree that We may monitor such practices to ensure compliance with applicable legislation. Should Joya discover non-compliance with any applicable legislation, We reserve the right to take any action which it deems necessary, including but not limited to terminating this Agreement with immediate effect, immediate closure of Your account and withholding all funds due to You. You agree to indemnify Us for any damages suffered as a result of a breach of this Clause and this Agreement and Joya further reserves the right to take any action to which it may be entitled, in the event that it suffers any damage whatsoever due to Your non-compliance with this Clause or this Agreement.

36. Third Parties

Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. For the avoidance of doubt, this Clause shall not apply to Affiliate Networks.

37. Assignability and Inurement

You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against You and Us and Your and Our respective successors and assigns.

38. Non-Waiver

Our failure to enforce Your strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of Our right to subsequently enforce such provision or any other provision of this Agreement.

39. Severability/Waiver

Whenever possible, each provision of this Agreement shall 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 provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

40. Non-exclusivity

For the avoidance of doubt, it is understood that this Agreement shall not in any way limit Joya to enter into similar agreements or provide similar services to or with other persons (whether an individual or a company).