TERMS AND CONDITIONS

Below are the complete terms and conditions of your agreement as a member of the Spin-Ace Affiliates Program. Your membership at Spin-Ace Affiliates is deemed by accessing and using Spin-Ace Affiliates marketing materials; as well as accepting rewards, bonuses and or commission which might or might not be mentioned in these agreement/terms and conditions or anywhere else on our website; and you are also deemed as accepting and being bound to these terms and conditions as laid out.

If for whatever reason you do not accept all the terms and conditions of this agreement please do not create a link to any Clients. Please do not create an affiliate account if your site is unsuitable in any way, as your contract will immediately be terminated. Please see the Termination Clause below for a list of types of unsuitable sites. If you are unsure whether or not you meet the criteria of a suitable site, please contact an affiliate manager.

These terms and conditions/this agreement provides affiliate non-exclusive rights to direct users/players from the affiliate's site/s to the client's sites, and in return, the affiliate receives commission and or referral bonuses as specified below.

This agreement also grants affiliates the non-exclusive right and license to advertise, market, advertise and promote the services provided in accordance with the terms and conditions as specified.

RECITALS

"We" and "us" refers to Spin-Ace Affiliates. We produce, market and promote this Affiliate Program. This service is accessed through the use of a personal computer, modem and/or direct Internet access.

"You" and "Webmasters" refers to the other party to the contract formed by the acceptance of these Terms and Conditions.

"Client" is defined as a company that has contracted Spin-Ace Affiliates to manage and promote their Affiliate Program.

"Customers/Players" refers to the visitors directed from the sites of the affiliate.

1. JOINING THE SPIN-ACE AFFILIATES PROGRAM

1.1. Spin-Ace Affiliates shall, after each application received, evaluate the suitability of the applicant's website and notify applicants whether or not their application has been successful.

1.2. The decision to accept or reject an affiliate is at the sole discretion of Spin-Ace Affiliates. We are under no obligation, express or implied, to offer any reasons for any decisions made.

1.3 Grant of License

1.3.1. With this agreement, you are granted a non-exclusive, non-transferable right and license to advertise, market and promote our Client's sites and services, in complete accordance with the terms and conditions as expressed in this agreement.

1.3.2. We also reserve all other rights and licenses even those not expressly granted/mentioned to you herein.

2. RELATIONSHIP OF PARTIES

2.1. 'You' and 'we' are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between these aforementioned parties.

2.2. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in the above point.

3. OUR RIGHTS AND OBLIGATIONS

3.1. We shall register your visitors, track their purchases and, in the case of the casino Client's, their play. We reserve the right to refuse Customers (or to close their accounts) if necessary to comply with any requirements/terms and conditions we may periodically establish. ("Customer" is defined as a person/entity that follows a link from your site, e-mail, banner, etc to a Client of Spin-Ace Affiliates and registers an account with them. By registering an account with a Client, that person/entity will become our Customers and, accordingly, all Client rules, policies, operating procedures and terms and conditions will apply to them.)

3.2. Customer Tracking and Reporting

3.2.1. We will track Customers' play and supply reports summarizing their activity, as well as reports for any commission generated/owing.

3.2.2. The form, content, layout and frequency of these reports may, at our sole discretion, vary from time to time.

3.2.3. We shall provide you with online access to these reports, which can be accessed using your Affiliate username/logins and the password created.

3.2.4. We will also provide you with a unique tracking link and it is your responsibility to ensure that the tracking links you use are in the correct syntax. Failure to provide the correct information will result in our inability to accurately track and report on your Customers.

3.3. We will pay you referral fees (as set out below) on income we earn from play by all legitimate Customers after they register an account with a Client.

3.4. We may modify any of the terms and conditions contained in this agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. It is the affiliate's responsibility to periodically check back here for any such changes/additions. Modifications may include but are not limited to, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and referral program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change/addition.

4. UNSOLICITED COMMUNICATION

4.1. By agreeing to this agreement, you are agreeing to create a unique link from your site to a Client site. You may link to a Client with banners, icons, and a text link. This is the only method by which you may advertise on our behalf.

4.2. We will terminate this agreement immediately if there is any form of unsolicited communication (spamming) or if you advertise our Clients' sites in any other way. You shall not make any claims, representations, or warranties in connection with us or our Clients and you shall have no authority to, and shall not bind us or our Clients to any obligations.

5. DURATION OF AGREEMENT

5.1. The duration of this agreement will begin when you download a casino banner and link it to our site and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the agreement, in which case this agreement may be terminated immediately.

5.2. Termination is at will, for any reason, by either party.

5.3. For purposes of notification, delivery of a notice of termination via e-mail is considered a written and immediate form of notification.

6. TERMINATION

6.1. We may terminate this agreement at any time if we determine (at our sole discretion) that your site is unsuitable. This applies even if the agreement has been in place for some time. This is to make allowance if the site becomes unsuitable after an agreement has been put in place.

6.2. Unsuitable sites may include those that: are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or other, promote illegal activities, or violate intellectual property rights.

6.3. Restricted Territories

6.3.1. By entering into this agreement, the affiliate (and any subsidiary Affiliates) undertakes not to actively target Customers located in Belgium, Cyprus, Denmark, Greece, Ireland, Italy, North Korea, Singapore, Spain, South Africa, Turkey, United Kingdom, USA (and outlying territories, its dependencies, military bases and territories including, but not limited to American Samoa, Guam, Marshall Islands, Northern Mariana Islands, Puerto Rico, and Virgin Islands), France, Australia, Estonia, Hong Kong, Afghanistan, Ethiopia, Iran, Iraq, Jordan, Kuwait, Pakistan, Sweden, Syria, Nigeria, Romania, Bulgaria, Portugal, Philippines, Israel, India and Yemen.

6.3.1.1. Players from the following countries are not permitted to receive login, welcome and deposit bonuses: Albania, Algeria, Azerbaijan, Bosnia and Herzegovina, Central Africa, Croatia, Georgia, Poland, India, Pakistan, Indonesia, Portugal, Serbia, Latvia, Thailand, Belarus, Russia, Germany and Ukraine.

6.3.2. This includes, but is not limited to, off-line advertising, the use of banners, sending correspondence or direct marketing to any players or traffic coming from domains or URLs based in any of these countries and their territories.

6.3.3. Upon termination:

a) All rights and licenses given to you in this agreement shall be immediately terminated.

b) You must remove our Clients' banner/s from your site and disable any links from your site to theirs and ours, and immediately stop using any other marketing materials supplied to you by the Client.

c) You will be entitled only to those unpaid referral fees, if any, earned by you on or prior to the date of termination. You will not be entitled to referral fees occurring after the date of termination.

d) If you have in any way failed to fulfil your obligations and responsibilities, we shall not pay you the referral fees otherwise owing to you on termination.

e) The continuation of play after termination by Customers referred to our Clients by you will not constitute a continuation or renewal of this agreement or a waiver of termination.

f) You will cease all uses of any trade names, trademarks, service marks, logos and other designations of our Clients and us.

g) You and we (the affiliate and the Affiliate Program) will 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.

h) Termination will not relieve you from any liability arising from any breach of this agreement that occurred prior to termination.

7. DATA PROTECTION AND PRIVACY

With the General Data Protection Regulation (GDPR) coming into effect, it is mandatory for all affiliates to comply.

Affiliates are thus required to implement policies to ensure that data protection and privacy laws are respected.

This policy should address the following issues:

• Having a legal basis for communications (i.e. consent or an existing relationship).
• Providing an unsubscribe/opt-out option on communications to their audience.
• Ensuring the identity of the sender or publisher is not concealed on any communications (e.g. this message is sent by [Marketing Co Ltd], an affiliate of [Gambling Operator Group]), or e.g. review published materials by [Marketing Co Ltd], an affiliate of [Gambling Operator Group].

We will be monitoring the activities of affiliates to ensure their compliance with this data privacy regulation’s legal and contractual obligations. Unlawful activity will be considered as a breach of our agreement and immediate action will be taken.

8. COMPENSATION.

8.1. Custom Deals – Please contact your affiliate manager as Terms and Conditions will be agreed upon on an individual basis.

CPA Payment Plan:

• Under the CPA Payment Plan, an Affiliate will receive a once-off payment for every qualified new depositing player, with or without a minimum deposit amount (baseline), for specific countries, as previously agreed upon in writing with a Spin-Ace Affiliates Affiliate Manager.
• We allow a 48 hours’ notice prior to terminating a CPA campaign deal.
• After deal termination we shall pay for late conversions for up to 30 days.
• If a player only purchases but does not wager we will not pay for such player.
• Any chargebacks that ensue from your qualified players will be deducted from the CPA invoice.
• Any qualified CPA player already existing within our casinos will be considered as a duplicate player. Consequently, such players will be filtered out.

8.1.1. CPA is set at a fixed cost of €600 per qualifying player.

8.2. Profit Share Model

The Following Terms and Conditions pertain to the Profit Share Commission:

8.2.1. You will earn referral fees based on the number of first time depositing players delivered per month.

Only credits actually purchased by a Real Player (in the case of Casino Clients) will be eligible for payment.

8.2.2. Commission is calculated as follows:

BETS – WINS – 25% ADMIN FEE* – PAID BONUSES** – TRANSACTION COSTS & CHARGEBACKS – TAX*** (If applicable).

* Admin Fee: covering Game Vendor Fees, Jackpot Contributions, Platform Fees and Licensing Fees.

** Paid Bonuses: Bonus funds granted to a player minus expired and forfeited bonus amounts.

*** Tax: Gambling Tax arising from player's betting activity, only applicable to activity from certain jurisdictions.

8.2.3. The net revenue share percentage of up to 55% of the calculation stipulated in 8.2.2. and this will determine the Affiliate’s earnings.

8.2.4. Affiliates can earn additional incentive of 10% of Net Gaming Revenue (NGR) which exceeds EUR100,000.00.

9. PAYMENT

9.1. We will pay you referral fees on a monthly basis, within the first 10 working days of each month for any fees earned by you in the previous month.

9.2. Your commission is based on what you earn from the purchases and play of your referred Customers at our Client's sites. Therefore you will only be entitled to, and paid your commission, once we have been paid by our Client.

10. INDEMNITY

10.1. You shall defend, indemnify, and hold our Clients and their electronic cash provider, 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:

a) Any breach by you of any warranty, representation, or agreement contained in this agreement,

b) The performance of your duties and obligations under this agreement,

c) your negligence or

d) Any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and link or this referral program.

11. DISCLAIMERS

We make no express or implied warranties or representations with respect to the referral program, Spin-Ace Affiliates or referral fee payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage).