Terms and Conditions Chanz Affiliate Program The Chanz Affiliate Program (the Program) is run by Dreambox Games OÜ (We or Chanz) of Estonia, registry code 12712036, with its registered seat at Lõõtsa 8, Tallinn, Estonia. We are a gambling operator running websites chanz.com and chanz.ee and all linked pages (the Chanz Site) that offer online casino services under the “Chanz” trademark (the Chanz Brand). The purpose of the Program is to reward enrolled website owners for promoting the Chanz Brand and directing new customers to the Chanz Site. In order to enroll in the Program a website owner would need to register as an affiliate by completing the online form made available on the Chanz Site. We will evaluate your application to enroll in the Program and will notify you by e-mail whether your application was successful or not. We reserve the right to refuse any applications to enroll in the Program in our sole discretion. This document (the Agreement) details the terms and conditions agreed between Chanz and the person (either legal or natural person) set out on the relevant application form (you or the Affiliate) regarding the Affiliate’s application to join, and in the event the Affiliate’s application is successful, the Affiliate’s membership in the Program. This Agreement shall be binding on you once you submit your application to enroll in the Program, however, the Agreement will only be binding on us when we approve your application. In this document the term Chanz Content shall mean any text links (including sub-affiliate links), banners, advertising and other marketing material containing the Chanz Brand as made available by Chanz to the Affiliate. 1. Responsibilities of the Affiliate 1.1. As Affiliate you are responsible for promoting the Chanz Brand by implementing the Chanz Content on your websites, e-mails or other communications. 1.2. You will present only approved content about Chanz (i.e. Chanz Content) on your site. Presentation of content that is deemed unsuitable by Chanz will result in the Agreement being terminated with immediate effect. 1.3. You understand and accept that the promoting or soliciting of bets is subject to legal restrictions or prohibited in some countries whereas said restrictions may vary from time to time. Should the promoting or soliciting of bets be prohibited under the regulations of your country of domicile or be permissible only under certain preconditions which are not met, you understand and accept that you ought not enter into this Agreement. 1.4. You agree that you will not actively target with Chanz Content any jurisdiction where gambling and the promotion thereof is illegal or such jurisdictions as may be advised by Chanz from time to time. 1.5. You shall not participate in any fraudulent, disreputable, unethical or illegal activity, or partake in any activity which is not beneficial to Chanz and the Program or that are not in the best interests of Chanz, the Program or Chanz’ customers. 2. Affiliation Guidelines 2.1. Only approved and properly tagged creative materials, supplied by us from time to time, may be used to promote Chanz. Advertorials and personal endorsements are allowed but all materials not designed by Chanz need to be approved in writing; such approval shall not be unreasonably withheld by us. 2.2. You may not modify any Chanz Content supplied by us without the written prior consent of Chanz. 2.3. By agreeing to participate in the Program, you are agreeing to download banners, text or promotional material and place it on your site, utilize it within e-mail or other type of direct marketing using your affiliate URL or print. These methods are by which you may advertise on Chanz’ behalf. 2.4. You may not bid on, purchase or register any keywords denoting, containing or being identical or similar to the Chanz Brand or any element or variation thereof (including, but not limited to “Chanz”) with any search engine or similar service provider. 2.5. The Affiliate will be solely responsible for its marketing activities (including but not limited to distribution, content and lawfulness of the same). 2.6. Banners, links or any other Chanz Content may not be placed within unsolicited e-mail, unauthorized newsgroup postings, or chat rooms or through the use of "bots". You must have obtained lawful consents from all addressees of any e-mail, SMS or other marketing communication involving any Chanz Content for using their contact details for such purpose. You are solely liable for obtaining relevant consents. Any such draft e-mails, SMSs or other communication must be provided to Chanz for approval in advance of circulation to any addressee. Chanz may refuse the approval if the communication does not include the following: i.express and easily identifiable indication that the communication is sent on behalf of the Affiliate (rather than Chanz); ii.contact details of the Affiliate as the sender of the communication; iii.easily identifiable link for unsubscribing from further similar communication whereas the addressee must be able to unsubscribe in a simple way and without a charge; and iv.any other information required to be included in such communication by applicable law at any given time. 2.7. You shall not make any claims, representations, or warranties in connection with Chanz and you shall have no authority to and shall not bind Chanz to any obligations. 2.8. Unless we have expressly agreed otherwise, you will only use Chanz Content and will neither alter its appearance nor refer to us in any other 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 the Chanz Site. 2.9. Affiliate must not alter form fields or scripts in Chanz supplied marketing materials which are designed to collect contact information from players, in an attempt to hijack such information for Affiliate or advertiser's own use. 2.10. You will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes Chanz damage. Should fraudulent activity arise through a person directed to a site via your link, we retain the right to retract the revenue share as per Section 4 below or the CPA as per Section 5 below (the Commissions or a Commision, as relevant) paid to you at any time and terminate the affiliate account. Our decision in this regard will be final and no correspondence will be entered into with you. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge. Even if you have not knowingly generated such traffic, we reserve the right to withhold referral fees with respect to such. 2.11 Traffic generated in breach of the conditions set out in this Agreement or otherwise illegally will not be counted towards any revenue generated or customers acquired by you and will therefore not be taken into account upon calculating your Commission. 2.12. We will terminate this Agreement immediately if we deem you to generate traffic to the Chanz Site by illegal or fraudulent activity or attempt thereof, or any activity or attempt thereof in breach of this Agreement, or by any attempts to artificially increase the Commission payable to you or by presenting your site in a manner that may cause confusion in the customers as to the relationship between you and us. 3. Purchase Processing Only properly tagged customers can be assigned to an Affiliate. Should an Affiliate tag be improperly inserted into the Affiliate site or not properly received by Chanz server the resulting customer registration and purchases will not be assigned to the Affiliate. Therefore it is the responsibility of the Affiliate to ensure that all links are properly tagged. 4. Revenue Sharing 4.1. Chanz will pay out a monthly net revenue share on the commissionable earnings generated by each customer referred by you, as defined by Chanz. 4.2. Net revenue will be defined as gross gaming revenue minus the following: · the administration fee of at least 30% (at least 35% in case of Express play accounts and Swedish & Danish customers) or higher depending on, among other: Jurisdictional licensing fees Gaming platform licensing fees Affiliate software licensing fees Charges levied by electronic payment or credit card organizations Monies paid in the form of gaming duties or taxes. · Marketing costs such as campaign prizes, bonuses, free spins, free bets, free money, game tickets 4.3 If a customer referred by an Affiliate in compliance with this Agreement generates negative commissionable revenue of at least 10,000 EUR in a calendar month, calculated at the end of a given month, such customer will be deemed a High Roller. The negative commissionable revenue generated by a High Roller in a given month will be carried forward and set off against future commissionable revenue generated by such High Roller in subsequent months until the full set-off of the negative balance. A High Roller will be removed from the Affiliate revenue share calculation until and reinstated upon the full set-off of the negative balance. 4.4 Should a customer initiate a chargeback, the disputed or charged-back revenue generated by yourself will be forfeited and therefore deducted from the total balance due to you for the current month. If this deduction of the accumulated revenue exceeds your current amount due, your balance will then revert to a negative balance, and you will have to earn revenue to cover the charge-back before you can start earning revenue again. 4.5. Complimentary money, free money and other incentives refer to those amounts credited to the account of customers. As they have not purchased these amounts we cannot and will not pay you any Commissions on these amounts. 4.6. Unless expressly set out otherwise in the Agreement, negative earnings are not carried forward and the Affiliate will begin each month on a zero balance. Should the Affiliate close the month with a positive balance, Commissions will be paid on the positive balance. Should the Affiliate close the month with a negative balance, this balance will NOT be carried forward to the next month, unless the negative balance is a result of a chargeback (as per Clause 4.4) or a High Roller (as per Clause 4.3). 4.7. Commissionable earnings will be earned for the life of the customer, on all transactions the customer undertakes at the Chanz Site, for as long as the Affiliate remains a member of this Program. 4.8. If you disagree with the balance due to you as reported, you shall notify us within 20 days and state the reasons of the disagreement. Failure to notify us within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the balance due for the period in question. 5. Cost Per Acquisition Terms If you are enrolled in the Program on a Cost Per Acquisition (CPA) basis, the following terms apply (where not agreed otherwise with you): 5.1. Chanz will pay out an individually agreed upon CPA-based Commission amount for acquired customers. The agreed amount will be confirmed in writing or by e-mail. 5.2. Acquired customers are defined as duly tagged (as per Section 3 above) players making a deposit on the Chanz Site within the first 500 days as from registering their account on the Chanz Site. This Clause 5.2 will be applicable to customers acquired as of 1 May 2019 and thereafter. 5.3. Should the customer initiate a chargeback on the transaction triggering the payment of the CPA-based Commission, the disputed or charged-back revenue generated by the Affiliate will be forfeited and therefore the Commission will not be paid to the Affiliate. 5.4. Complimentary money, free money and other incentives refer to those amounts credited to the account of customers. As they have not purchased these amounts we will not consider these amounts as deposits. 5.5. Chanz reserves the right to move CPA Affiliates into our revenue share program with immediate effect by immediate notification thereof to the Affiliate. Should the Affiliate not agree with this, the Affiliate may terminate the Agreement as set out in Section 11 of the Agreement. 6. Payment 6.1. The calculation of the Commission due by Chanz to the Affiliate is done on a monthly basis. THE OBLIGATION OF CHANZ TO PAY OUT THE AFFILIATE’S COMMISSION RISES ONLY WHEN THE AFFILIATE HAS SUBMITTED AN INVOICE TO CHANZ WITHIN 12 MONTHS AS FROM THE END OF THE MONTH FOR WHICH THE COMMISSION IS CALCULATED. The Affiliate must submit the invoice by either: i) issuing the invoice based on the transaction data available via the Affiliate’s account on the Chanz Site and sending it to Chanz by mail or e-mail; or ii) generating the invoice by accessing the Chanz Site via the Affiliate’s account and clicking the “generate invoice” button. 6.2. For the avoidance of doubt, the amounts visible in the Chanz Site via the Affiliate’s account represent net amounts and VAT is added to the invoice when prescribed by law. 6.3. We are not under obligation to verify on our own if you have received the funds from us. Funds may have been returned to us by the provider of your selected payment method for different reasons, whereas the return of the funds may be difficult for us to automatically track. If you have duly submitted the invoice as per Clause 6.1 above but have not received a payment from us within six months as from the date of the invoice you must inform us thereof by e-mail. If you have not notified us of not receiving the funds as set out in the previous sentence, our obligation to pay the Commission terminates. 6.4. Without anyhow affecting the provisions of Clauses 6.1 - 6.3 above, we reserve the right to withhold payment to any Affiliate that violates any of the terms and conditions of this Agreement. 7. Policies & Confidentiality 7.1. Chanz assumes ownership of the customer at point of first contact with the visitor. You, as the Affiliate, act as a referring agent for Chanz. We reserve the right to refuse customers (or to close their accounts) if necessary to comply with any statutory or other requirements (including but not limited to fraud prevention, anti-money laundering) we may periodically establish. 7.2. By opening an account with the Chanz, that person will become our customer and, accordingly abide by all customer policies and operating procedures that will apply to them. 7.3. During the term of this Agreement, you may be entrusted with confidential information relating but not limited to the business, operations, customer affairs, products or services or underlying technology of Chanz and/or the Program (including, for example, referral fees earned by you under the Program) (the Confidential Information). You agree to avoid disclosure or unauthorized use of the Confidential Information to any third persons unless you have our prior written consent. You also agree that you will use the Confidential Information only to the extent necessary to perform your obligations or further the purpose of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement. 8. Limited License 8.1. We hereby grant to you a non-exclusive, non-transferable license, during the term of this Agreement, to use the Chanz Content solely in connection with the purpose of this Agreement. 8.2. By this Agreement, we grant you the non-exclusive right to direct customers to the Chanz Site in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege to assist us in the provision of our services arising from your referrals, and we reserve the right to contract with and obtain the assistance from other parties at any time to perform services of the same or similar nature as yours. You shall have no claims to referral fees or other compensation on business secured by or through persons or entities other than you. 8.3. The licenses referred to in this Section 8 cannot be sub-licensed, assigned or otherwise transferred by you. You shall not assert the invalidity, unenforceability, or contest the ownership of any Chanz trademarks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. 8.4. We reserve the right to revoke said licenses at any time, and the same shall have been deemed revoked at the termination of this Agreement, for whatsoever reason. 9. Legal Responsibility 9.1. Ownership and content of the Chanz Sites remain our respective properties and shall not be deemed to have been transferred to the Affiliate through any act or omission in respect of the Agreement. 9.2. Ownership, content and liability for Affiliate sites are the sole responsibility of the Affiliate. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. 9.3. You will be solely responsible for ensuring the confidentiality and security of the login details for your account on the Chanz Site and for any activity on your respective account whether it is conducted by you or not. You must inform us of any suspected unauthorized activity via your account or otherwise in your name or on your behalf. 9.4. You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. 9.5. It is the Affiliate’s responsibility to follow the correct linking and tagging procedure to ensure new customer tracking and payment. 9.6. Presentation of Chanz Content on Affiliate’s site is the responsibility of Affiliate. The Affiliate must ensure that Chanz Content is presented in accordance with our prescriptions. 9.7. Affiliate must ensure that any material posted on their site is legal and does not infringe copyright or violate any rights or applicable laws. 10. Relationship of Parties. Liability. 10.1 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 the parties. 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 this paragraph. 10.2. Indemnity You agree that you shall defend, indemnify, and hold Chanz, its 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 Program. 10.3. Disclaimers We make no express or implied warranties or representations with respect to the Chanz Site or the Program or the Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, 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 the Chanz Site will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors. 10.4. Limitation of Liability You accept that we will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program, whether in contract, tort (including negligence) or otherwise, will not exceed the total Commissions paid or payable to you under this Agreement over the 12 month period preceding the date on which such liability accrued. 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. Our obligations under this Agreement do not constitute personal obligations of our directors, officers or shareholders. Any liability arising under this Agreement shall be satisfied solely from the Commissions generated and is limited to direct damages. 11. Term & Termination 11.1. The term of this Agreement will begin when your Affiliate application is accepted by us and will be continuous unless and until either party notifies the other in writing or via e-mail that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. 11.2. Upon termination: a. You must remove the Chanz Content from your site and disable any links from your site to the Chanz Site; b. All rights and licenses given to you in this Agreement shall immediately terminate; c. You will be entitled only to those unpaid Commissions, if any, earned by you on or prior to the date of termination. You will not be entitled to any Commission occurring after the date of termination; d. If you have failed to fulfill your obligations and responsibilities, we will not pay you the Commission otherwise owing to you on termination; e. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid or that you remove the Chanz Content from your site and disable any links from your site to the Chanz Site; f. If we continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination; g. You will return to us any Confidential Information and all copies of it in your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of Chanz. h. You and we 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. Termination will not relieve you from any liability arising from any breach of this Agreement, which occurred prior to termination. 12. Miscellaneous 12.1. Governing Law & Jurisdiction This Agreement is governed by the laws of Estonia. Any action relating to this Agreement must be brought in Estonia and you irrevocably consent to the jurisdiction of Harju County Court. 12.2. Assignability and Enurement 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 our respective successors and assigns. 12.3. Non-Waiver Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. NO MODIFICATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT ARE PERMITTED OR WILL BE RECOGNIZED BY US. None of our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement. 12.4. Remedies Our rights and remedies hereunder 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, confirm, and agree that damages 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 our respective rights and obligations shall be enforceable in equity as well as at law or otherwise. 12.5. 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. 12.6 Modification of the Agreement We may modify any of the 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 the Chanz Site. Modifications may include, for example, changes in the scope of available Commissions, 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. 13. Independent Investigation You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in this Program and becoming bound by the terms of this Agreement, and you are not relying on any representation, guarantee or statement other than as set forth in this Agreement. IN WITNESS WHEREOF, by having read the terms and conditions, and acknowledging such in the Affiliate sign-up form you agree to all the terms and conditions contained herein. Version 1.5, dated 1 February 2024
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