FTLOF

PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE REGISTERING AS A PARTNER.

YOUR ACCEPTANCE OF THESE TERMS & CONDITIONS FORMS A BINDING CONTRACTUAL AGREEMENT BETWEEN YOU AND REBEL PENGUIN APS, A COMPANY THAT FORMS PART OF THE GAMING INNOVATION GROUP.

WHEN USING THE WEBSITE AND/OR REGISTERING AS A PARTNER WITH THE PARTNER PROGRAMME YOU AGREE TO BE LEGALLY BOUND BY, AND COMPLY WITH, OUR TERMS & CONDITIONS.

1.Definitions

Applicable Law	means all laws, statutes, regulations, edicts, bye-laws, 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 relate to the services provided under this Agreement;
Chargeback	Means the reversal of a payment made previously to Us by a Referred Customer or the credit card-issuing bank or any other third-party payments solution provider.
Data Protection Laws	means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC with national implementations as applicable (‘GDPR’) and Chapter 586 of the Laws of Malta (‘MDPA’) including any subsidiary legislation issued thereunder (as may be amended from time to time) and also, where applicable, the guidance and codes of practice issued by any relevant supervisory authority or similar authoritative entity.
Fees	means 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 chosen deal, as the case may be.
Gaming Regulatory Authority	means any international, federal, state, local, foreign and other governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) the gaming and gambling activities, of either Party from time to time.
Group	means any and all of the companies forming part of the Gaming Innovation Group
Intellectual Property Rights	means any and all intellectual property rights associated with Group, of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trade marks, word marks, data base 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;
Licenced Operator	means those operators of the Operator Websites who have been licensed by a Gaming Regulatory Authority and who have entered into an affiliate Agreement with Us;
Links	means adverts, hyperlinks, banners, text, RSS feeds or other promotional material, which may include the Operator Content, that have been provided or otherwise made available to You by us and/or pre-approved by us and which are placed on the Partner Sites linking and directing traffic to the Operator Websites, as may be updated from time to time;
Operator Content	means the graphical artwork or text containing or referencing the Brand, which are made available by us through Your Partner Account, that You may use to connect users to our Operator Sites from the Partner Sites;
Operator Website	means any betting or gaming website operated by a Licensed Operator;
Partner / You / Yours	means the person or legal entity set out in the application form to join this partner programme;
Partner Account	means the area You can log into for details of Referred Customers and Fees due as well as access to any current deals including Links and the Brand Content;
Partner Site(s)	means Your owned and/or controlled website(s), facilities and/or social media pages and/or any other marketing channel used by You to direct traffic as part of the Partner Programme;
Prohibited Activity	means any action; actual or attempted by You, any Referred Customer or Third Party Promoter, which is reasonably deemed by us to be: (a) in breach of any Applicable Law; (b) made in bad faith; or (c) intended to defraud us or any Site and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us or any of the Sites any damage or harm. Prohibited Activity shall also include, without limitation: (i) violation of money-laundering laws and regulations; (ii) Spamming; (iii) false, misleading or unauthorised advertising or representations; (iv) use of stolen credit cards; (v) rake-back activity; (vi) unauthorised use of any Intellectual Property Rights (including third parties' and our rights)); (vii) creation of false accounts by You or Referred Customers; and (viii) manipulation of our service;
Referred Customer	means customers of the Licensed Operators who have accessed the Operator Website via the Links and opened an account on such Operator Website. For the avoidance of doubt, the qualifying criteria as to whether such customer qualifies as a Referred Customer will be subject to the terms and conditions of the relevant affiliate agreement.
Site	means https://ftlof.dk/
Spam	Or spamming, means any email or electronic communication You send that markets, promotes or that otherwise refers to us or any of the Licenced Operators or the Operator Websites or that contains any Operator Content, Our Marks or Links and that breaches our E-Marketing Terms Terms E-marketing ;
Term	has the meaning given to it in Clause 11
Third Party Promoter	has the meaning given to it in Clause 3.11
We / Us / Our	Means Rebel Penguin ApS or the Gaming Innovation Group where applicable;

2.Your Application

2.1. Your application to be a Partner will be reviewed following submission and You will be notified in a timely manner of Our acceptance or rejection of Your application. Only individuals aged 18 years or over may access our partner programme and/or have access to the Partner Account.

2.2. We seek to actively prevent and prohibit money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. We retain the right to verify Your identity by obtaining information from public sources and data and through the information provided by You, which may include (but is not limited to): (i) documents (where You are an individual) for the purposes of proof of identity, proof of residence and/or address and/or proof of age; or (ii) (where You are a legal entity) constitutional documents and documents which verify the identity of the directors of the company.

2.3. If we are unable to satisfy ourselves of Your identity at any time during the term, we shall be entitled to terminate this Agreement immediately with no liability (including any payments for revenues generated).

2.4. Upon acceptance into the partner programme, You hereby accept the appointment as a Partner. For the avoidance of doubt, any auto-approval by Us does not imply that We may not re-evaluate Your application at a later stage.

2.5. 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.

2.6. We may change all or any part of this Agreement at any time. Where possible, notice of any changes will be provided to You in advance of any such changes being made, either by an email to Your last known email address on our records or through a message via Your Partner Account. It is important, therefore, that You regularly log into Your Partner Account. Your continued participation in our partner programme after such notice of change will constitute binding acceptance of such changes. If You do not agree to the changes, You should notify us that You wish to terminate this Agreement under clause 11.

3. Your Obligations

3.1. You shall prominently display and promote the Operator Content provided to You by us. In particular You shall:

(a) Not alter or remove any artwork, wording or promotional terms and conditions which have been included in any Operator Content or Link;

(b) not affect the means by which a User may access such promotional terms and conditions from the Links, including the requirement that significant conditions are accessible on the same page where possible and, if not, within a single 'click' of the Link on any linked landing and/or sign-up Sites;

3.2. You must only use the Operator Content and Links provided by us to promote the Licenced Operators and provide services to us under this Agreement. You are not permitted to create and/or distribute any marketing materials containing any Operator Content.

3.3. You agree to comply in full with any instructions, guidelines, notices or updates issued by us from time to time in relation to the use of Operator Content and/or the operation of Links.

3.4. By participating in the Partner Programme You agree to (without limitation):

(a) comply and act in accordance with the following objectives: (i) preventing gambling from being a source of crime or disorder, being associated with crime or disorder or being used to support crime; (ii) ensuring that gambling is conducted in a fair and open way; and (iii) protecting children and other vulnerable persons from being harmed or exploited by gambling. For the avoidance of doubt, You acknowledge that deriving revenue from websites that facilitate the infringement of a third party's Intellectual Property Rights, including (but not limited to) unlicensed streaming sites and file download sites, fall under (i) above;

(b) only promote, share or post the Operator Content and Links on Partner Sites;

(d) ensure that any free-to-play content available on or via the Partner Account or any ability to place any form of wager (whether or not real money, free bet or bonus or otherwise) is subject to sser age verification and only available to 18+.

3.5. You will not place any Links and/or Operator Content on pages or physical locations of the Partner Sites which are directed at, or are likely to be of particular appeal to, anyone under the age of 18 years

3.6. If You wish to place the Links or Operator Content on any medium other than the Partner Sites, You must first obtain our written consent (which will be provided at our sole discretion)..

3.7. If we discover that Your use of any Link or Operator Content is not in compliance with the terms of this Agreement, we will be entitled to take such measures necessary to render the Links inoperative and this will constitute a breach of this Agreement entitling us to immediately terminate this Agreement in accordance with clause 11. Where instructed to do so by us, You shall immediately remove any Link or Operator Content from the Partner Site.

3.8. You warrant and represent to us that You will at all times provide services under this Agreement (including Your use of the Links and Operator Content) in accordance with all Applicable Law.

3.9. You shall not:

(a) register any domain name or mobile app with a name, logo or appearance that includes any of the Group's trademarks or trade or other brand name operated by us or is, in our sole discretion, determined to infringe our Intellectual Property Rights or be confusingly similar to ours trademarks, brands or logos.

(b) purchase or register keywords, search terms or other identifiers for use in any search engine, portal, social network, sponsored advertising service or other search or referral service which are identical or similar to any of the Group's trademarks or trade or other brand names from time to time including the Licenced Opertator’s marks;

(c) (except as expressly permitted in this Agreement) otherwise use marks, terms or images, in each case, which are identical or similar to any of our trademarks or trade or other brand names operated by us or a member of the Group, or a Licenced Operator, from time to time.

3.10. You warrant and represent that You shall not, nor shall You authorise, allow, assist, or encourage any third party to:

a) directly or indirectly offer any person or entity any consideration or incentive for using the Links to access the Site;

b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person;

c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Site or Partner Account;

d) attempt to artificially increase monies payable to You by us;

e) attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in our partner programme;

f) use the Links and/or any Operator Content (including banners, campaigns and promotional material) alongside, in conjunction or in connection with, any inappropriate content (including, without limitation, defamatory or libellous content, lewd, pornographic, obscene or explicit content, pirated content, content that infringes any Intellectual Property Rights, or content which could incite religious hatred or prejudice) and on peer to peer file sharing sites or bit torrents. You shall immediately remove or procure the removal of any Operator graphics, Operator banner advertisements, the Links or Operator Content following notification from us;

g) purchase or register keywords, search terms or other identifiers for use in any search engine, portal, social network, sponsored advertising service or other search or referral service which are aimed at self-excluded and/or vulnerable persons, including (but not limited to) "self-excluded" or "GAMSTOP";

h) directly or indirectly engage in benefit from any act or traffic that involves any Prohibited Activity;

i) directly or indirectly allow a Third Party Promoter to breach any of the terms and conditions set out in this Agreement;

3.11. The use of any third party marketing channels or networks You may have (“Third Party Promoter”) to promote the Links shall at all times be subject to this Agreement and shall not relieve You from any of the obligations under this Agreement and our E-Marketing Terms, and You shall be fully responsible for the acts and ommissions of any Third Party Promoter as if it was Your own act or omission.

3.12. Without prejudice to any other rights and remedies we may have, we shall be under no obligation to accept or pay any Net Revenue derived by a Third Party Promoter if it is not accrued in accordance with the terms and conditions of this Agreement.

3.13. It is Your responsibility to make payments to any Third Party Promoter. You agree to indemnify us in full and hold us harmless from any claim made by a Third Party Promoter against us in respect of this Agreement.

3.14. Unless otherwise agreed by us, You are not permitted to send any form of direct marketing containing any Links or any Operator Content, including but not limited to, email, SMS, text message or push notifications.

3.15. In the event we permit You to send direct marketing containing any Links or Operator Content, You agree that You will have all appropriate consents to send direct marketing and that You will not send any direct marketing to any individual identified as being a self-excluded person.

3.16. Where we make available to You, whether through an API or otherwise, a mechanism to check any direct marketing list against our suppression list (a list of individuals to whom You should not send marketing on our behalf), You agree that You will only send direct marketing with our consent and only after Your direct marketing list has been amended appropriately to remove self-excluded or opted-out individuals.

4. Our Obligations

4.1. We shall supply You with the Links and Operator Content for inclusion on the Partner Site.

4.2. Subject to You complying with our instructions with regard to tracking Referred Customers, we shall use our best endeavours to ensure that whenever a user links to the Operator Site through the Links and subsequently becomes a Referred Customer, the relevant Referred Customer is identified as originating from the Site. However, we shall not be liable to You in any way if we are unable to identify a Referred Customer as originating from the Site.

4.3. We shall be entitled to exercise any of our rights or fulfil any of our obligations hereunder (including, without limitation, our payment obligations) through the Group.

4.4. We make no representation that the operation of the Site will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors.

5. Data Protection

You warrant that You, the Partner Site(s) and any third party engaged or affiliated to You including Third Party Promoters shall at all times comply fully with Data Protection Laws.

6. Payment

6.1. Any amounts due and payable to You shall be agreed based on the relevant deal chosen from Your Partner Account.

6.2. We will provide You with a dashboard accesible from Your Partner Account detailing the number of Referred Customers and Your share of Fees collected over the course of the previous calendar month.

6.3. In the event that the Fees in any calendar month is a negative amount, we will be entitled, but not obliged, to carry forward and set off such negative amount against all future Fees, which would otherwise be payable to You, until the negative balance is set off in full.

6.4. Where possible, all Fees payable by us shall be automatically raised and paid out to the bank account nominated by You within 60 days of the end of the relevant calendar month.

6.5. If an error is made in the calculation of the Fees, we reserve the right to correct such calculation at any time and to reclaim any overpayment made by us to You (including, without limitation, by way of reducing future payments which might otherwise be due to You from us from time to time).

6.6. we will not be obliged to pay for any Fees which we deem (in our sole discretion) were generated by Prohibited Activity. If we deem any traffic to be generated by Prohibited Activity, we will notify You as soon as reasonably practicable. We will also be entitled, in such circumstances, to set-off from future amounts payable to You any amounts already received by You which have been generated by any Prohibited Activity.

6.7. All calculations in connection with the amount payable to You under this Agreement will be made by us and based solely on our systems' data and records. Our calculations will be final and binding.

6.8. Your selected payment method must match the details provided on registration (or as subsequently updated). Any discrepancy in between Your partner account records and Your payment details may result in delays in payment until we can complete, to our satisfaction, the verification identity or beneficial owner of the recipient account. To do this we may request further documentation from You.

7. Intellectual Property Rights

We grant to You a non-exclusive, revocable and non-transferable licence to display the Brand Content during the term of this Agreement solely for the purposes of the display of the Links by You on the Partner Site as set out in this Agreement and in accordance with any guidelines as may be provided to You from time to time by us. All Intellectual Property Rights and any goodwill arising in the Links and in all gambling products, associated systems and software, relating to the services provided by us from time to time, shall remain our property. You are not permitted to use the Operator Content in any way that is detrimental to us, our reputation or goodwill. You are not permitted to alter or modify in any way the Operator Content without our express prior written consent.

8. Warranties

8.1. Each party to this Agreement represents and warrants to the other that it has and will retain throughout the term of this Agreement all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.

8.2. You warrant and represent to us that:

(a) You have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable You to fulfil Your obligations under this Agreement;

(b) that You fully comply with, and shall continue to fully comply with Applicable Law;

(d) You are not under the age of either 18 years, or the age at which gambling activities are legal under the law of the jurisdiction where You are located, whichever is greater.

9. Indemnity

You hereby indemnify us and hold us harmless from and against any and all losses, penalties, fines (including from any Gaming Regulatory Authority), demands, claims, damages, costs (including legal costs), expenses (including, without limitation, consequential losses and loss of profit, if applicable) and liabilities suffered or incurred, directly or indirectly, by us in consequence of any:

(a) breach, non-performance or non-observance by You of any of Your obligations under clause 7 (Intellectual Property Rights) above;

(b) action taken by a Gaming Regulatory Authority against us as a consequence of any act or omission by You; and/or

10. Exclusion of Liability

10.1. Nothing in this clause 10 shall limit either party's liability for death and personal injury resulting from its negligence, or for fraud or for any other liability that cannot be limited by law.

10.2. We shall not be liable to You, in contract, tort (including, without limitation, negligence) or for breach of statutory duty or in any other way, for:

(a) any loss of revenues, profits, contracts, business or anticipated savings; or

(b) any loss of goodwill or reputation; or

in each case, whether or not such losses were within the contemplation of You or us at the date of this Agreement.

10.3. Our liability shall not, in any event, exceed the sum of the total monies paid by us to You over the twelve (12) month period preceding the date on which our liability accrued.

10.4. You acknowledge that this Agreement does not impose any exclusivity option on us or any Group company, and we shall be permitted to engage other affiliates as we wish, and neither us or any member of the Group shall be liable in any way whatsoever for engaging in any arrangement competing with You.

11. Term & Termination

11.1. This Agreement shall start on the date that we notify You that Your application to join the partner programme has been successful and shall continue thereafter until it is terminated in accordance with this clause 11 (“Term”).

11.2. We may terminate this Agreement for convenience at any time and for any reason by giving You 2 week's written notice (including email).

11.3. You may terminate this Agreement for convenience at any time and for any reason by giving us 4 weeks' written notice (including email).

11.4. We reserve the right to terminate this Agreement with immediate effect by notifying You in writing if:

(a) You have breached (or we have reasonable grounds to believe You have breached) any of the terms of this Agreement;

(b) we (acting reasonably) believe that You have breached, or may be in breach, of any Applicable Law;

(c) there is any negative publicity concerning You, or Your owner(s) or group companies (if applicable), which we believe may damage the reputation of us, the Licenced Operators, the Group, and/or its/their brands;

(d) we believe that our relationship with You might prejudice our or the Group's relationship with any Gaming Regulatory Authority or of the Group's ability to obtain any gambling licence;

(e) we or any other Group company are ordered or required by any Gaming Regulatory Authority to terminate this Agreement;

(f) we or any other Group company cease to operate the Site, or any part thereof;

11.5. If we commit a material breach of any of our obligations under this Agreement and, if such breach can be remedied, we fail to remedy it within 14 days of the date of receipt of notice from You, You may terminate this Agreement with immediate effect.

11.6. You may terminate this Agreement if we make a change to all or any part of this Agreement pursuant to clause and You do not agree to the changes, as referred to in clause 2.6 (unless You do not agree to a change we have made which we believe is required under Applicable Law, in which case termination shall take effect when we receive notice from You).

11.7. Either party ("Non-Defaulting Party") may terminate this Agreement with immediate effect by written notice to the other party ("Defaulting Party") if the Defaulting Party becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets or if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.

11.8. Without prejudice to any other right or remedy available to us, if You breach this Agreement and/or we are required to do so by Applicable Law, we shall be entitled (but not obliged) to suspend any or all of Your rights under this Agreement, with immediate effect. Your obligations under this Agreement shall continue during any period of suspension.

11.9. If You have failed to fulfil any of Your obligations and responsibilities under this Agreement, we will not be obliged to pay You the Fees otherwise owing to You on termination or thereafter, where applicable.

12. Consequences of Termination

12.1. Immediately following the termination of this Agreement You must:

(a) remove all of the Links and the Operator Content from the Partner Sites; and

(b) disable any Links from the Partner Sites to the Operator Sites, and stop any activity relating to Links.

12.2. All rights and licences granted to You in this Agreement shall immediately terminate.

12.3. No further Fees shall be due and payable to You after the date termination takes effect.

12.4. If we terminate this Agreement under clause 11.4, no Fees shall be due and payable to You from the date of Your breach.

12.5. The parties shall have no further obligations or rights under this Agreement after the end of the Term, without prejudice to any obligations or rights which have accrued to either party at the time when the Agreement ends, save clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the end of the Term.

13. Confidentiality

13.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or affiliates of the other party or of any member of the group of companies to which the other party belongs which is expressed to be confidential or which might reasonably be deemed to be confidential, except as permitted by clause 13.2.

13.2. Each party may disclose the other party's confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 13, and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.

14. General

14.1. This Agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. Nothing contained in the Agreement shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party's behalf.

14.2. No forbearance or indulgence on the part of us in enforcing the Agreement shall prejudice our rights under the Agreement nor is it to be construed as a waiver of such rights.

14.3. If any clause in the Agreement (or any part thereof) is rendered void or unenforceable by any court or authority of competent jurisdiction then all other provisions of the Agreement will remain in full force and effect and will not in any way be impaired provided the parties agree a replacement provision which is as close as is legally permissible to the provision found invalid or unenforceable.

14.4. You shall not, without our prior written consent, assign, transfer or subcontract all or any of its rights or obligations under the Agreement. We shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including its payment obligations) through any company within the Group. In addition, we shall be entitled to assign, transfer and/or sub-license its rights and obligations under the Agreement to any company within the Group and/or make variations to this Agreement without Your consent.

14.5. The Agreement is governed by and is to be construed in accordance with Maltese law. The parties irrevocably agree that the courts of Malta shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Agreement.

14.6. In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.