The following document sets out the terms and conditions (the 'Agreement') for participation in the YallaBet Partners Program (the 'Program'). The Agreement should be read by each individual or entity that wishes to participate in the Program (the 'Affiliate'). The agreement governs the relationship between an affiliate and YallaBet.com (the Operator, the Company, we, us). The Agreement applies for the duration of the relationship between YallaBet.com and the Affiliate. The Agreement applies to all aspects of the Program, including, but not limited to, the application process and the possible membership that follows and the Affiliate's actions in promoting the YallaBet.com website and the creation of hyperlinks from the Affiliate's website(s) to YallaBet.com (the 'Links'). YallaBet may alter any or all parts of the Agreement at any time. If applicable, notice will be given by message to the affiliate's registered email address. Should an Affiliate not agree with the changes in the Affiliate program, he/she may terminate the Agreement in accordance with its terms. The Affiliate's continued participation in the Program after YallaBet has posted changes will constitute binding acceptance of such changes. Please read the Agreement carefully before joining the YallaBet Partners Program.
1. Definitions and interpretations
'Affiliate' means any individual or legal entity who, after having entered into the Agreement, makes space on their homepage, website(s), other media platform(s) or e-mail, etc. ('Affiliate Site' or 'Advertising Space') available to YallaBet for the marketing of the Business and/or Services.
'Sub-Affiliate' means the individual or legal entity who, after having entered into a collaboration with a preexisting Affiliate, makes space on his homepage, website, email, or other media platform available to YallaBet for the marketing of the Business and/or Services and the acquisition of New Depositors.
'Super-Affiliate' means the individual or legal entity under whom Sub-Affiliate(s) are registered, and is subject to receive additional commissions based on the performance of its Sub-Affiliate(s) and the acquisition of New Depositors.
'Bonuses' means any so-called 'freemoney', 'free bets', 'free-games', 'money-back', ‘cashback', 'top-ups' and/or similar; and/or vouchers, rebates, discounts, and/or similar that a customer can utilize as payment for stakes (bets).
'Brand' means the name, concept, or identity under which the Services or Business is generally, and from time to time, recognized in the public domain worldwide. The Brand is and shall remain the sole property of YallaBet.
'Business' means YallaBet's business model which consists of Betting on Casino and Live Casino games and other Gaming Activities and New Activities associated with gambling.
'Confidential Information' means any information of a commercial value, essential for any of the Parties, such as but not limited to: technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, information concerning research, databases, customer lists, prospect and New Depositor data, supplier lists, marketing plans, product development, manner of operation or financial condition or prospects.
'Commission' means the compensation provided to an Affiliate in accordance with their agreement for the procurement of New Depositors.
'Database' means the database regarding Affiliates and customers, containing any YallaBet proprietary customer data with relevance to the Agreement, including without limitation personal data and contact information, as it stands as of the date of the Agreement, and as it stands until the date of the Agreement being terminated. The Databases are assets of a financial value belonging to YallaBet and represent a substantial investment made by YallaBet.
'Intellectual Property Rights' means without limitation any rights regarding computer software (including source codes), databases, know-how, design, topography, copyrights, trademarks, domain names, utility models, brands, business names, registrations of and applications to register any of the aforesaid items and/or rights in the nature of any of the aforesaid items.
'Payment Agent' means the person or legal entity appointed by YallaBet to carry out payments to the Affiliates on its behalf.
'Personal data' means any information relating to any person, whether an individual or legal entity, that is or may be identified from time to time (directly or indirectly). It includes, without limitation, any and all information in relation to customers, New Depositors and/or Affiliates.
'New Activities' means any services or products related to the Business which are not offered through YallaBet websites as of the date of the Agreement and which may be offered at a future date.
'New Depositor' is an individual that: (i) has opened a new account on any of the platforms owned by YallaBet; (ii) has not previously opened an account on YallaBet.com or any similar website belonging to YallaBet; (iii) has had their account registration details validated and approved by the Operator and is confirmed to be 18 years of age or above; (iv) places stakes, or plays, (as relevant) with deposited money on the relevant Site via the Affiliate's Tracker(s); and (v) has the rights to access and use the Operator's website pursuant to the terms and conditions of use of the corresponding Site and complies with all applicable laws, rules, and regulations.
'Fraud' refers to an actual or attempted act by the Affiliate or any New Depositor, which is reasonably considered by the Operator to be (i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to deceive the Operator or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes the Operator or any of its Sites any damage. Fraud shall encompass, without limitation, collusion; abuse of bonuses or other promotions; exploitation of the CPA reward structure; violation of money-laundering or other laws and regulations; spamming; incorrect, misleading or unsanctioned advertising or representations; use of stolen credit cards; chargebacks; and unsanctioned use of any intellectual property rights (including those of third parties and any of the Operator's or the Sites' rights, and registering or attempting to register AdWords in breach of this Agreement), and "Fraudulent" shall be interpreted accordingly.
'Analysis of Affiliate's Traffic' means a security check of the Traffic, New Depositors, and other details pertaining to an Affiliate's account.
Net Profit' means the following: the gross monies received by the Operator in respect of real-money wagers made by New Depositors, less prize monies (winnings) paid out, less (a) refunds and charge-backs, (b) cashbacks, (c) payment fees (d) less arm's length commission, license fees, and/or similar paid out to Third Parties due to profit-sharing arrangement, including but limited to fees for the Technical platform, game providers, and other similar costs.
For the avoidance of doubt, any amounts referred to herein-above in this definition are amounts attributable to a customer only and are allocated pro-rata subject to their participation in the Gross Revenue generating events and referred by the Affiliate concerned.
'Chargeback' or 'Credit' is a credit card transaction that is not procurable by a credit card company as a result of a New Depositor's non-payment or fraudulent credit card use, or other customer payment transaction which is revoked and for which a credit is accredited.
"Site" means the operator's main website: YallaBet.com, its mirror domains, or any similar website belonging to YallaBet.
'Services' means the concept under which the Business is generally provided and, from time to time, made available in the public domain, in the format of language and localized customized home pages/web pages combined with call center staff having the relevant language skills.
'Preliminary Analysis of Affiliate's traffic' refers to an assessment of the New Depositors that an Affiliate successfully directs to YallaBet.com. The traffic will be assessed based on customer activity, volume, and any possible risk factors.
2. General scope and object
a) YallaBet requires third-party advertising space to promote its Brands and increase its business, notably via increasing the number of New Depositors, and from time to time will, in cooperation with third parties, negotiate, sign and carry out its affiliate marketing strategy. In the event, YallaBet uses a third party for the (partial) roll-out of its affiliate marketing strategy, including contract negotiation, day-to-day management of the Technical platform, payment processing, marketing, or other activities, this irrespective of the legal capacity of the intermediary, whether as an agent, subcontractor or other, YallaBet is and remains exclusively responsible for the proper execution of the Agreement.
b) YallaBet expressly states that the promoting or soliciting bets is subject to legal restrictions in some countries and may even be prohibited in some cases. These restrictions may vary by date. The Affiliate acknowledges that should the promoting or soliciting of bets or the participation in prize games be prohibited under the rules and regulations of its country of domicile or be permissible only under certain preconditions not met, it may not enter into this agreement and consequently not be entitled to post the link on its website. Should any legal actions or other disadvantages whatsoever arise for YallaBet or the Affiliate due to disregard of the relevant prohibitions in the country of domicile of the Affiliate, the Affiliate shall be exclusively liable.
c) The Affiliate further confirms that it operates the Affiliate Site under its own name and that it is fully and without restrictions authorized to dispose thereof.
d) Unless otherwise agreed in writing by the Parties, each Party shall remain exclusively responsible for all and any expenses (including investment and/or running costs) incurred in respect of the obligations it undertakes in terms of the Agreement and will have no right of recourse against the other Party in respect thereof.
3. The Affiliate's integration in the Program
a) Upon conclusion of the Agreement, a unique partner identification code is assigned to integrate the Affiliate in the Technical Platform. By means of the link code assigned within the scope of the YallaBet Partners strategy, New Depositors acquired via the link on the Affiliate's website and the bets placed during such sessions are registered and/or can be further tracked.
b) The preparation of additional advertising material relating to YallaBet is only permissible with YallaBet's consent. Advertising material (of any kind whatsoever) may thus only be used after prior written approval by YallaBet.
c) A change of the URL address of the Affiliate Site shall not constitute a change to the agreement and shall not affect its rights and obligations arising from this agreement.
4. The Links
a) The Affiliate agrees to give YallaBet the Affiliate's reasonable assistance in respect of the display, access to, transmission, and maintenance of the Links.
b) The Affiliate shall ensure that it does not place any Links on pages of the Affiliate Site aimed at persons under the age of 18 years.
c) In the event that the Affiliate wishes to place the Links on websites other than the Affiliate Site, the Affiliate must first obtain YallaBet's written consent.
d) The Affiliate may not purchase or register keywords, search terms, or other identifiers for use in any search engine, portal, sponsored advertising service, or other search or referral service and which are identical or similar to any of YallaBet's trademarks or otherwise include the word 'YallaBet', ' YallaBet Casino', 'YallaBet Poker', 'YallaBet Partners' or variations thereof, or include meta tags on the Affiliate Site which are identical or similar to any of YallaBet's trademarks.
e) Neither the Affiliate nor the Affiliate's friends or relatives are eligible to become New Depositors (as defined) and the Affiliate shall not be entitled to any share of Net Profit or any Fees (or any other remuneration from YallaBet) in relation to such relatives or friends. Relatives in this context shall include (without limitation) the Affiliate's spouse, partner, parent, child, or sibling.
f) The Affiliate shall not:
i. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or other benefit(s)) for using the Links on the Affiliate Site to access the Site (e.g. by implementing any 'rewards' program for persons or entities who use the Links on the Affiliate Site to access Site);
ii. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to YallaBet by any person or entity;
iii. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Site;
iv. engage in transactions of any kind on the Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
v. take any action that could reasonably cause any end-user confusion as to YallaBet's relationship with the Affiliate, or as to the site on which any functions or transactions are occurring;
vi. other than providing the Links on the Affiliate Site in accordance with the Agreement and any promotion contemplated agreed upon by the Parties, post or serve any advertisements or promotional content promoting Site;
vii. post or serve any advertisements or promotional content promoting the Site or otherwise around or in conjunction with the display of the Site (e.g., through any 'framing' technique or technology or pop-up windows or pop-under windows), or assist, authorize or encourage any third party to take any such action;
viii. attempt to artificially increase monies payable to the Affiliate by YallaBet;
ix. cause the Site (or any page thereof) to open in a visitor's browser other than as a result of the visitor clicking on a link on the Affiliate Site;
x. attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in the Program;
xi. use any form of spam (including search engine spamming) or unsolicited mail in its attempts to refer New Depositors to the Site.
xii. be under eighteen (18) years of age; and he/she is obliged to provide YallaBet upon request at any time a copy of his/her ID and billing address. YallaBet reserves the right at any time to request that the Affiliate or player supply documents to verify his/her identity and/or other facts. Refusal to do so may be considered, at YallaBet's sole discretion, as fraudulent activity that will be subject to all the consequences listed above.
xiii. The affiliate may not register an account for his/her personal use on the website www.YallaBet.com. If the Affiliate itself has registered one or more accounts using its own link, it must report this to its account manager.
5. YallaBet's Obligations and Rights
a) YallaBet shall supply the Affiliate with the Links for inclusion on the Affiliate Site and may update such Links from time to time.
b) Subject to the Affiliate complying with YallaBet's instructions with regard to tracking of New Depositors accessing the Site via the Links on the Affiliate Site, YallaBet shall use reasonable endeavors to ensure that whenever a New Depositor links to the Site through the Links on the Affiliate Site and they subsequently place a bet with YallaBet, the relevant New Depositor is identified as originating from the Affiliate Site. However, YallaBet shall not be liable to the Affiliate in any way if YallaBet is unable to identify a New Depositor as originating from the Affiliate Site.
c) YallaBet shall be entitled to exercise any of its rights or fulfill any of its obligations hereunder (including without limitation its payment obligations pursuant to Clause 7) through any company within the group of companies containing YallaBet.
d) YallaBet shall have the discretionary right to accept or decline any offer to execute the YallaBet general affiliate marketing agreement. In the event YallaBet declines an offer, it shall not be obliged to indicate a reason, nor shall any compensation, remuneration or other indemnity be due.
e) We reserve the right to update and change the Terms and Conditions from time to time without notice. Any amendments, modifications, enhancements or changes to The Program (including the release of new features and resources made available by us from time to time) shall be subject to these Terms and Conditions. Continued use of The Program after any such changes shall constitute the Affiliate's consent to such changes.
f) The Operator reserves the right to reject an Affiliate's application without any obligations of assigning any reason thereto.
g) If YallaBet suspects that the Terms and Conditions have been breached, payment requests may be halted during the period of investigation and the Affiliate's account may be frozen until the Operator can validate that there has been no breach of the Terms and Conditions.
h) The Operator tracks and reports all player activity for the purposes of calculating the Affiliate's affiliate earnings.
i) No payment shall be due if the Operator has reason to believe that traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement between the Affiliate and the Operator.
j) The Operator reserves the right to conduct an Analysis of the Affiliate's traffic for a minimum of two weeks after the commencement of the Affiliate's Agreement.
6. Dispute Resolution
6.1 The Company does not take into consideration and does not consider controversial treatment for lost profits. Moral damages shall not be compensated for by the Company. All complainants and reports regarding the Affiliate Program must be sent to Affiliates@YallaBet.com. If a dispute arises that is not detailed in this Agreement, the Company reserves the right to enact a decision made in its sole discretion.
6.2. Consideration of appeals of Partners and resolution of controversial issues: Only complaints/reports that are submitted in writing via email to the aforementioned email address (refer to 6.1) shall be treated as official appeals. Written appeals made with the help of programs of online communicators: Telegram, Whatsapp, Skype, and other instant messengers shall not be considered. Affiliate's request must contain: Full name; Account number; Email address; Date and time of the dispute; The essence of the appeal.
6.3. The Affiliate program has the right to refuse to consider the application in the following cases: - if appeals do not meet the conditions listed in this clause of the Agreement; - if appeals contain obscene language and/or insults to the Partner Program or its employees; - if appeals contain threats to the Partner Program or its employees; - if the argument of the Partner is the threat of defaming the affiliate program or its associated brands in social networks and other resources. In the event of an affiliate's violation of any of the points listed above, the company reserves the right to refuse to cooperate with the affiliate.
7. Commission, Payment and Payment Terms
a) Affiliate commissions are paid within the 15th day of the following month. This applies only to the commission payouts that were ordered before the 5th day of that month. Payments are completed after a successful security check of the traffic. The minimum withdrawal on our platform is 100 EUR. Should an Affiliate have a balance that is lower than 100 EUR, or if they are unable to make a withdrawal request within the allocated time (first 5 days of the month), then that Affiliate’s balance is carried over to the next month.
b) An Affiliate in the Program shall be entitled to receive, on a monthly basis, a revenue based on a revenue sharing agreement between YallaBet and the Affiliate.
The tiers of the revenue share commission plan are as follows:
| Revenue Tier (GGR) | Commission Rate |
|---|---|
| 0 - 5,000 | 30% |
| 5,001- 10,000 | 35% |
| 10,001 - 25,000 | 40% |
| 25,001 - ∞ | 45% |
Should an Affiliate wish to switch to a tailor-made commission plan, it should contact its account manager.
d) Concerning sub-affiliates: The Super Affiliate is individually responsible for registering his Sub-Affiliate and cannot claim revenue from a Sub-Affiliate not registered through the Program. The Terms and Conditions shall apply to the Sub-Affiliate. The Affiliate undertakes the responsibility to not use a fictitious name or alias when registering a Sub-Affiliate and is not allowed to register himself as a Sub-Affiliate. The Affiliate is entitled to receive 5% of his Sub-Affiliate's Commission.
e) YallaBet shall provide the Affiliate with statements accessible through the Technical Platform at www.YallaBetPartners.com detailing the number of New Depositors and the Affiliate's share of Net Profit, if any, which have accrued to the Affiliate over the course of the calendar month. Such statements shall in principle be updated daily. At the end of a calendar month, YallaBet shall record the Affiliate's total share of Net Profits, if any, during the previous calendar month ('Commission'). Monthly payments of accrued commissions to Affiliates according to this Agreement shall be carried out by international wire transfer or USDT transfer namely..
f) It is understood and agreed that Affiliate has at any time secured real-time access to the Technical Platform, always provided that YallaBet does not object to such access for duly motivated reasons, such as network and IT maintenance and/or security threats. The Affiliate understands and accepts that the real-time data of the Technical Platform are merely estimations and/or have an indicative value. After the end of each calendar month, shall YallaBet provide the Affiliate with a consolidated monthly statement containing the aggregated and accurate data concerning the generated Commission of each Affiliate.
g) Affiliate understands and accepts that access to the YallaBet Partners Technical Platform, including without limitation the Affiliate Software back-office module, is subject to the highest confidentiality obligation and any misuse, whether intentionally or not, of said limited access right shall be considered as a substantial breach of essential obligations under the present Agreement (obligation of result).
h) All payments to Affiliate may be made by a Payment Agent appointed by YallaBet. Both Parties agree and acknowledge that YallaBet may change from time to time, and at its sole discretion, the payment method and/or Payment Agent, always provided YallaBet is and remains exclusively responsible for payment of any amounts due.
i) All financial transactions on our platform are conducted in EUR. However, any commissions on currency exchange imposed by the bodies facilitating the transactions are to be paid by the receiver.
k) In the calculation of Net Profit, when a New Depositor account results in a negative balance for the Affiliate, due to customer winnings and/or bonuses, YallaBet will be entitled but not obliged to set the said balance to zero at the beginning of the following month, in which case no negative carryover will be taken into account from one month to another in the calculation of the Commission due to the Affiliate.
l) Commission payments can be made to Affiliates only after the following conditions have been met: i) A minimum of 10 of the New Depositors, registered under the Affiliate, have made successful deposits and bets on the Site. ii) The Affiliate has successfully passed the preliminary Traffic analysis. iii) The Affiliate has a minimum commission balance of more than 100 EUR. iv) Fulfillment of other specific conditions based on the individual agreement between the Affiliate and YallaBet.
m) Should an affiliate (working under the revenue share model) fail to direct at least 15 New Depositors within a period of 90 calendar days (with respect to the time of payout request), his/her current balance and available balance for payout shall be recalculated under a revenue share plan of 20%. The revenue share plan can only be restored to the previously determined rates only once the affiliate proceeds to direct at least 10 new customers who have each made at least one successful deposit within a calendar month.
n) In all cases where Affiliates are found to drive traffic to our website/s through lookalike websites or similar domain names (branded traffic), the commission plan for the Affiliate shall be set to a non-negotiable Revenue share 20%.
8. Intellectual Property
a) Nothing in the Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights, including, without limitation, patents, trademarks, service marks, registered designs, copyrights, database rights, rights in designs, inventions and Confidential Information, etc. which arise in result of entering into or the performance of the Agreement.
b) All Intellectual Property Rights created and/or deriving out of the Agreement, including, without limitation, banners, advertising material, contents, the Database, including contents and personal data, shall be or become the sole property of YallaBet, and Affiliate shall have absolutely no rights therein.
c) YallaBet grants the Affiliate a non-exclusive and worldwide right to display the YallaBet Brand features and related content (the 'YallaBet Content') during the Term solely for the purposes of the display of the Links by the Affiliate on the Affiliate Site as set out in the Agreement and in accordance with YallaBet guidelines as may be provided to the Affiliate from time to time. All intellectual property rights and any goodwill arising in the Links and in all betting products, associated systems and software relating to the services provided by YallaBet to its customers and New Depositors from time to time shall remain the property of YallaBet. The Affiliate is not permitted to use the YallaBet Content in any way that is detrimental to YallaBet or the reputation or goodwill of YallaBet. The Affiliate is not permitted to alter or modify in any way the YallaBet Content without the express prior written consent of YallaBet. It is forbidden to alter or modify the elements of the YallaBet brand in any way, including change of fonts and colors of the logo or any other changes which contradict the Brand Book. The Brand Book is available by the link: Brand Manual
e) The Parties agree that the right mentioned in Clause 8 (c) is non-transferable and terminable at any time at the instance of YallaBet.
f) The Affiliate agrees that the Affiliate Site shall not resemble in any way the appearance and/or the general impression of the Site, nor will the Affiliate create the impression that the Affiliate Site is the Site (or any part thereof).
g) Upon termination of the Agreement, each Party shall hand over to the other Party proprietary material or information, and, as the case may be, destroy in a secure manner remaining copies of the same. Notwithstanding any disposition to the contrary in the Agreement, the Affiliate acknowledges that after the termination of the Agreement, it will not be allowed to keep a copy of the YallaBet Content, the Databases, personal data or Confidential Information, and may not exploit, directly or indirectly, YallaBet proprietary information, materials or works.
9. Warranties
a) Each party to the Agreement represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into the Agreement, to grant to the other party the rights and licenses granted in the Agreement and to perform all of its obligations under the Agreement.
b) Each party to the Agreement represents, warrants and undertakes to the other that it has obtained and will maintain in force all necessary registrations, authorizations, consents and licenses to enable it to fulfill its obligations under the Agreement and that it fully complies with, and shall continue to fully comply with, the preconditions set out in Clause 3 and all applicable laws and regulations.
c) The Affiliate represents, warrants and undertakes that the Affiliate Site shall contain no material which is defamatory, pornographic, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third-party rights and shall not link to any such material.
d) The Affiliate agrees to work to ensure a lack of access to children and young persons. Affiliates must not deliberately provide facilities for gambling in such a way as to appeal particularly to children or young people, for example by reflecting or being associated with youth culture.
10. Disclaimer
YallaBet makes no representation that the operation of the Site will be uninterrupted or error-free and YallaBet will not be liable for the consequences of any interruptions or errors.
11. Indemnity
The Affiliate (the 'Indemnifying Party') shall indemnify on demand and hold blameless YallaBet and each of its associates, officers, directors, employees, agents, shareholders and partners (the 'Indemnified Party') from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by the Indemnified Party in consequence of any breach, nonperformance or non-observance by such Indemnifying Party of any of the obligations or warranties on the part of the Indemnifying Party contained in the Agreement.
12. Exclusion of Liability
a) Nothing in this Clause shall limit YallaBet's liability resulting from willful misconduct.
b) YallaBet shall not be liable, in contract, tort (including without limitation negligence) or for breach of statutory duty or in any other way for:
i. any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or
ii. any loss of goodwill or reputation; or
iii. any indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of the Agreement or any other matter under the Agreement.
c) The liability of YallaBet shall not, in any event, exceed the sum of the total monies paid by YallaBet to the Affiliate over the 12 months period preceding the date on which such liability accrued.
13. Term and Termination
13.1 This Agreement will come into force when the Affiliate's application to join the Program is approved by YallaBet, and shall continue in force until and unless either the Affiliate or YallaBet. notifies the other in writing stating its wish to terminate the Agreement, after which the Agreement will be promptly terminated. For the purposes of notification of termination, e-mail is considered a written and immediate form of notification.
13.2 The Operator reserves the right to terminate the Agreement at its sole discretion if it is determined:
a) that the Affiliate or any of its registered New Depositors are engaged in Fraud or are suspected of being engaged in Fraud;
b) that there is reasonable doubt regarding the Affiliate's true identity and that the Affiliate is unable to provide the Operator with appropriate identification to verify the Affiliate's identity;
c) that any of the Affiliate's activities pose a risk to the integrity of the Program;
d) that the Affiliate's site is aimed at minors (below the age of 18 or a higher age as per the laws and regulations of any applicable jurisdiction);
e) that the Affiliate's website/platform encourages discrimination based on sex, religion, nationality, disability, race, sexual orientation or age; violates the intellectual property rights (including the Operator's, those of any Sites or those of any third party); includes content which is libelous, obscene, sexually explicit or violent; promotes any activities deemed illegal by any applicable jurisdiction, or at the Operator's discretion is considered inappropriate;
f) that the Affiliate Site is in breach of any applicable law.
g) that the Affiliate has failed to comply with Clause 4.f and/or its activity is deemed by the Operator to prejudice the Operator's compliance with the Consumer Protection Legislation and/or the Licensing Objectives and/or its license;
h) that there has not been any activity in an Affiliate's account for a time period of 6 months continuously, in such a case, the Agreement will be considered to have been terminated by the Affiliate without notice. For the purposes of this clause the term "activity" shall mean New Depositors introduced by the Affiliate;
i) That the affiliate has become insolvent, proposes a voluntary arrangement, has a receiver, liquidator, administrator, or a manager appointed over the whole or any part of their business and assets if any application shall be presented, order shall be made, or a resolution passed for their winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy, dissolution, if they would otherwise propose to enter into any composition or arrangement with their creditors or any class of them, if they cease to carry on business, or if they claim the benefit of any statutory moratorium;
j) that the Affiliate has sold or is selling its business, or any part herein, and/or registers any change of beneficial owner.
13.3 Immediately following the termination of this Agreement for any reason, the Affiliate must remove all of the Operator's Banners and Text Links from its site, as well as any other Marks, names, symbols, logos, designs or any other material, graphics and content owned, developed, licensed or created by the Operator and/or provided to the Affiliate by the Operator in connection with this Agreement. The Affiliate must also disable any links from its site to any Site, and stop any activity relating to Promotional Messaging. All rights and licenses granted to the Affiliate in this Agreement shall immediately terminate.
13.4 If the Affiliate has failed to fulfill its obligations and responsibilities under this Agreement, the Operator reserves the right to not pay the Affiliate the remuneration otherwise owing to the Affiliate on termination or thereafter, where applicable.
13.5 The Company may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from the Affiliate to it. The Operator will be entitled to deduct from any payments due and payable to the Affiliate, any such debts, and liabilities due to it.
13.6 Any continued access and use by New Depositors of any of the Sites following the termination of the Agreement (if any) shall not result in the continuation or renewal of the Agreement Should the Agreement between an Affiliate and YallaBet be terminated, no further commissions shall be received by the Affiliate for revenue generated by its registered New Depositors, notwithstanding deemed termination pursuant to clause 13.7.
13.7 Any account unused for withdrawals, or otherwise inactive, for a period of at least six (6) consecutive months will be an "Inactive Account". The Operator shall notify the Affiliate that its account is an Inactive Account and that the Inactive Account Fee will be deducted if the Affiliate does not reactivate its account ("Inactive Account Notice"). The Operator shall be entitled to retain fifty (50) percent of the total balance remaining on the Inactive Account ("Inactive Account Fee") after 14 days have elapsed from the date of the Inactive Account Notice. Should the Affiliate subsequently fail to withdraw the remaining balance from the account, the Operator shall be entitled to retain the remainder of the balance on the account without further notice to the Affiliate upon expiry of 45 days from the date of the Inactive Account Notice.
14. General
a) This Agreement constitutes the entire Agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of the Agreement. Each of the parties acknowledges and agrees that in entering into the Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement. Nothing in this clause shall operate to limit or exclude any liability for fraud.
b) In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under the Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
c) The Affiliate shall not without the prior written consent of the other party assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-license or deal with the Agreement or any rights under the Agreement, or subcontract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
d) If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Agreement which shall remain in full force and effect.
e) Any notice given or made under the Agreement to YallaBet shall be by email to and marked for the attention of the Affiliates Manager (or as otherwise notified by YallaBet hereunder). YallaBet shall send the Affiliate any notices given or made under the Agreement to the email address supplied on the Affiliate's application form or such other email address as notified by the Affiliate to YallaBet. Any notice shall be deemed to have been received within two hours of delivery provided that if deemed receipt occurs before 9.00 a.m. on a Work Day the notice shall be deemed to have been received at 9.00 a.m. on that day, and if deemed receipt occurs after 6.00 p.m. on a Work Day, or on any day which is not a Work Day, the notice shall be deemed to have been received at 9.00 a.m. on the next Work Day.
f) Each party undertakes that it will not at any time hereafter uses, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavors to prevent the publication or disclosure of any confidential information concerning such matters.
g) Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
h) Neither party shall make any announcement relating to the Agreement or its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority.
15. Severability
Should one of the contractual provisions be or become ineffective, said ineffective provision will be replaced by one which shall come as close as possible to the commercial purpose of the void agreement. All other stipulations of the Agreement shall continue in full force and effect.
16. Counterparts
This may be executed in any number of counterparts, each of which when executed and delivered shall be an original, however, all counterparts together shall constitute one and the same instrument.
