1. Introduction

   This Terms and Conditions (“the Agreement”), as defined below, sets out the terms and conditions between Spinwheel Ltd, with registration number HE 452529 with its registered address at Chytron, 30 2nd floor, Flat/Office A22, 1075, Nicosia, Cyprus (the “Company”), and the individual or entity stated in the Affiliate Application Form, hence yourself and/or the company you represent (as applicable) (“You”), for Your participation in the Affiliate Program.




2. Definitions and Interpretations

“Agreement” means these Terms and Conditions, the Affiliate Application Form, the Privacy Policy and all amendments agreed and signed between the Parties in writing.
“Affiliate” or “You“ means the party applying to become part of the Affiliate Program.
”Affiliate Account” – The account created by the affiliate on the website www.SpinwheelPartners.com.
“Affiliate Application Form“ means the Affiliate’s application to join the Affiliate Program.
“Affiliate Program” means the collaboration between the Company and the Affiliate, where the Affiliate promotes the Websites and, in this way, generates New Customers to any of the Websites.
“Affiliate Website(s)” means the channel (website/application/widget etc.) maintained and operated by the Affiliate from which traffic is generated into brands on the Websites.
“Commission“ means payment due to the Affiliate calculated based on the number of New Customers and the revenue generated from New Customers as set out in the commission structure communicated by the Company to the Affiliate and in accordance with the Agreement. 
“Company” means Spinwheel Ltd, with registration number HE 452529 with its registered address at Chytron, 30 2nd floor, Flat/Office A22, 1075, Nicosia, Cyprus.
“Confidential Information” means all sorts of information including but not limited to commercial, financial, technical, intellectual or essential for any of the Parties. For example, list of customers, records, financial reports and conditions, trade secrets, know-how, prices and sale information, business know-how, products, strategies, database, technology, marketing plans, manners of operation, market opportunities, designs, inventions, developments and personal data of Company.
“CPA” means a commission structure based on Cost-Per-Acquisition as agreed between the Parties.
”High Roller” means a customer to the Website, for which Commission is payable to the Affiliate, which generates negative Net Revenue of at least €50,000 (fifty thousand Euro) (or the equivalent in other currency) in any given calendar month.
“Intellectual Property Rights” means any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, design rights, or other rights that from time to time can be deemed to be intellectual property rights in accordance with the general interpretation of the term.
“Links” means the content of hypertext on the Affiliate website(s) to the Websites
“Marketing Guidelines” means the guidelines that are made available to the Affiliate on their Spinwheel Partner account and are to be viewed as an integrated part of the Agreement. The Marketing Guidelines may be amended or changed from time to time at the sole discretion of the Company and the Affiliate will be informed through e-mail of any such amendment to be able to apply those when they come into force.
“Net Revenue” means: the number of real money bets on the Websites from New Customers less (a) the money paid out as winnings, (b) bonuses and/or loyalty bonuses, (c) administration fees, (d) fraud costs, (e) charge-backs, (f) returned stakes (g) duties or taxes (h) jackpot contribution and (i) any commissions/fees due to third parties for providing the products and services, including but not limited to licensing games and games software.
“New Customer” means (a), a customer of the Websites who (i) has opened a new player account after having been referred from the Affiliate Website(s) to the Websites; and (ii) has made a first deposit on Websites in accordance with the terms and conditions for New Customers stipulated on the  Websites, but excluding the Affiliate itself, its employees, relatives and/or friends; and (iii) is not already in the customer databases of the Websites (for example if the customer has previously closed its account and opened a new one after referral from the Affiliate). Or (b)n respect of a Commission Structure based on a CPA model and hybrid Commission Structures with CPA as a component, a New Customer means a new first-time customer of the Websites that has made a first deposit in real money amounting to at least the applicable minimum deposit at the Websites’ account in accordance with the applicable customers terms and conditions of the Websites’ within 60 days of registering a New Customer account but excluding the Affiliate, its employees, relatives and/or friends. Any CPA or revshare earnings from a New Customer will have an expiry date of 60 days.
“Party/Parties” means the Company, including Spinwheel Partners as the case may be, and the Affiliate.
“Privacy Policy” means the privacy policy which can be found on all landing pages of the Spinwheel Partners Websites, as amended from time to time.
“Sub-Affiliate” means an affiliate introduced to us by an Affiliate, having no previous history of affiliation with the Company or Spinwheel Partners.
“Spinwheel Partners” means the Company and all subsidiaries and other companies affiliated or partners to the Company, including but not limited to Spinwheel Partners, as communicated to You from time to time.
“Websites” means all websites owned and/or managed by Spinwheel Partners, including Instacasino.com, and any other brands and websites as communicated in writing to the Affiliate from time to time.

3.General terms

1. It is important that You read and understand this Agreement. By completing and submitting the Application Form, You automatically accept and agree to the terms of the Agreement. If You do not agree with the terms stipulated in the Agreement (including such appendixes as stipulated in the definition section if this Agreement and all rules, policies and guidelines as communicated by the Company from time to time), You should not submit Your Affiliate Application Form. If You want the Company to clarify any terms stipulated in the Agreement You are advised to contact the Company and request such clarification prior to submitting Your application.

2. Further to this, You also agree to comply with all rules, policies and guidelines, issued by the Company from time to time, including but not limited to the Marketing Guidelines, which among other things include mandatory market-specific terms.

3. This Agreement is binding upon the Affiliate as soon as the Affiliate Application From has been submitted to the Company. I shall however be noted that the Affiliate is not accepted to participate in the Affiliate Program until after receiving formal approval thereof by the Company (which is at the Company’s sole and exclusive discretion).

4. Upon submitting the Affiliate Application From, You warrants and ensure that You;

   1. Have full capacity and authority and all necessary licenses, permits, and consents to enter into this Agreement;

   2. Are allowed according to both local and international legislation to perform the activities set out in this Agreement.

   3. Fully understands and accepts the terms and Your obligations stipulated in this Agreement.

1. The Company’s Rights and Obligations

   1. The Company will evaluate the Affiliate Application Form and send a written notification via email to You regarding acceptance or rejection of the submitted application. The Company reserves the right to refuse applications for any reason or to require further information from the Affiliate which will be evaluated accordingly at the Company’s discretion.
   2. After the acceptance of an application, a unique player-tracking code will be assigned to You, which You can use to link to the Websites.
   3. The Company is solely responsible for all products and services, including the online gaming activities, offered through the Websites.
   4. The Company will track and keep a record of the Net Revenue generated by New Customers, and the total amount of Commission earned to the Affiliate and provide the Affiliate with commission statistics.
   5. The Company will pay the Commission to the Affiliate in accordance with the terms stipulated in this Agreement.
   6. The Company reserves the right to cancel, alter, or close the Affiliate Program, and/or alter the provisions of the Agreement at any time as the Company considers appropriate and at its sole discretion. Material changes to the Agreement will be notified to You by a pop-up message or email and take effect 7 days after such notice is sent. If You do not agree to the changes, You may terminate this Agreement by sending a written notice to the Company before the changes enter into force (within 6 days from the date the notice was sent by the Company to You).
   7. The Company reserves the right to determine, in its sole and absolute discretion, whether a potential New Customer shall be accepted or not. The Company shall also in its sole and absolute discretion be entitled to determine whether to close New Customer’s account if it, in the sole opinion of Company, is necessary to comply with national or international regulations, the Company’s policies and procedures, third party requirements and/or to protect the interest of the Company, its customers or any third party.
   8. The Company reserves the rights to determine, in its sole and absolute discretion in order to protect the interest of the Company, its customers or any third party, to disqualify a CPA reward if a New Customer’s account gets one of the below statuses within the same calendar month as the reward was triggered due to customer self exclusion, suspected fraud, problematic gambling, multiple accounts, fraudulent behaviour or abuse of bonuses and promotions
   9. The Company shall use and process personal data of an Affiliate and/or any Affiliate employee in accordance with the terms stipulated in the Privacy Policy for the purposes of ensuring a high level of security, fulfilling AML legal requirements and for managing the Parties business relationship. Other than for strict business purposes the Affiliate shall not have access to any personal information held by the Company relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly).



2. The Affiliate’s Rights and Obligations

   1. The Affiliate hereby warrants and undertakes:

      • To, at its own expense, actively and effectively market and promote the Websites as widely as possible to maximize the benefits of the Parties
      • To use links, promotion, advertising or marketing material provided solely within the scope of the Affiliate Program, and to not use any other material unless specifically and in writing authorized by the Company.
      • To ensure that its activities are carried out professionally, lawfully and in accordance with the terms of this Agreement. >
      • That it shall at all times comply with relevant legislation and applicable law, including but not limited to applicable laws relating to data protection and personal information.
      • To use only links provided by the Company within the scope of the Affiliate Program.
      • To maintain and develop the Affiliate’s website(s).
      • To conduct its business in a way that reflects favorably upon the Company.
      • That its marketing activities (including Affiliate Websites) neither do nor will contain any material which is libelous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, or violent material.
      • Not to target individuals who are under the legal age for gambling, and shall, for example, not provide facilities for gambling which are meant to appeal particularly to children or young people.
      • Not to target any jurisdiction where gambling and/or promotion of gambling is illegal or subject to a license not held by the Company or Spinwheel Partners. The Company may communicate particular restrictions regarding specific jurisdictions from time to time and at its own discretion.
      • Not to generate traffic to the Websites by illegal or fraudulent activity, particularly but not limited to sending spam and/or registering as New Customers or by making deposits directly or indirectly to any player account on the Websites. Therefore, if You or Your family or friends become New Customers, You shall not be entitled to any Commission under this Agreement relating to such activity. Violation of this provision shall be deemed to be fraud.
      • Not to present the Affiliate website(s) in such a way that it might evoke any risk of confusion with the Websites or convey the impression that the Affiliate website is partly or wholly originated with/from the Websites and/or the Company or Spin Wheel Partners;

   1. Except for the marketing material provided by the Company and/or made available online through the website www.SpinwheelPartners.com, the Affiliate may not use trademarks and any Intellectual Property Rights of the Company, Spinwheel Partners or the Websites unless the Company consents to such use in writing.

   2. The Affiliate shall ensure that the login details for the Affiliate Account is kept confidential, safe, and always secure. Any unauthorized use of login details resulting from the Affiliate’s failure to protect the login details adequately shall be the Affiliate’s sole responsibility. The Affiliate remains solely responsible and liable for all activity and conduct occurring under its user ID and password. The Affiliate shall inform the Company immediately if the Affiliate suspects illegal or unauthorized use of its credentials.

   3. Theis an independent data controller solely responsible for its own actions relating to approaching individuals. Therefore, it is explicitly important that the Affiliate comply with all applicable data privacy laws when approaching individuals. If the Affiliate send any direct

      marketing communications to individuals (including but not limited to email, SMS and/or push notifications) which (i) include any of the Company or Spinwheel Partners’ Intellectual Property Rights; or (ii) otherwise intend to promote the Websites, You must first have permission to send such direct marketing communications from the Company. If such permission is granted, You must also ensure that You have obtained each and every recipient’s explicit consent to receive marketing communications and that such individuals have not opted out of receiving such communication. Marketing communications shall contain appropriate means for the recipient to unsubscribe from future marketing communications. You must also make it clear, so that no confusion is caused (in regard to the sender of such communication) to the recipient that all marketing communications are sent from You and not Spinwheel Partners or the Websites. For the avoidance of doubt, should You wish to engage any third parties in connection with the provision of such direct marketing communications, You shall be responsible for ensuring such third parties comply with all relevant requirements of this Agreement.

   4. Valid traffic and good faith. You will not attempt to benefit from traffic not generated in good faith whether or not it actually causes the Company, Spinwheel Partners or the Websites damage. If You have any reasonable suspicion that a New Customer and/or Sub-Affiliate referred by You is in any way associated to bonus abuse, money laundering, fraud, or other abuse of remote gaming sites, you will immediately notify us of the same. You hereby recognise that any New Customer and/or Sub-Affiliate found to be a bonus abuser, money launderer or fraudster or who assists in any form of affiliate fraud (whether notified by You or later discovered by the Company) does not constitute a valid New Customer and/or Sub-Affiliate under the Agreement (and thereby no Commission shall be payable by us in relation to such New Customers and/or Sub-Affiliate). The Company retain the right to set-off from future Commissions payable to You any amounts already received by You which can be shown to have been generated by fraud at the sole discretion of the Company.

   5.6. The Company reserves the right to freeze the Affiliate’s business with the Company and/or deduct money from the Commission if any traffic is deemed to have been referred through fraudulent means or in breach of this Agreement.

   5.7 You may introduce potential Sub-Affiliates to us and receive additional Commission in accordance with the Sub-Affiliate Rights and Obligations as set out below.




3. Sub-Affiliate Rights and Obligations

   1. The following terms shall apply to You in respect of Your Sub-Affiliates. If You wish to introduce potential Sub-Affiliates to us, the potential Sub-Affiliates will be required to complete and submit an Affiliate Application Form and You should inform your affiliate manager of the new Sub-affiliate application. Such application will be reviewed by the Company and the Sub-Affiliate will have to separately comply with all terms of the Agreement. The Sub-Affiliate application may be accept or otherwise rejected as deemed appropriate by the Company in its sole discretion.

      1. After acceptance of the Sub-Affiliate by the Company, You shall be entitled to receive Commission based on the Commissions received by the Sub-Affiliates introduced by You (the

         “Sub-Affiliate Commission”). The Sub-Affiliate Commission due to You shall depend on the Commission Structure agreed between such Sub-Affiliate and us, regardless of the Commission Structure applicable to You.

      2. Where a Sub-Affiliate’s account is frozen or suspended, resulting in the cessation of said Sub-Affiliate’s Commission payments, Your Sub-Affiliate Commission shall also cease during the same time as the Sub-Affiliate account is suspended. In such case you shall not be entitled to claim any potential commission that might have otherwise accrued in relation to this period.

      3. Unless otherwise stated, the Sub-Affiliates Commission has a 12 month expiry date based on the date the Sub-Affiliate sent the Affiliate Application Form to the Company. As an example, if You refer an affiliate to the Company and they submit the Affiliate Application Form January 2024, and said affiliate start sending traffic March 2024, the Sub-Affiliate commission will automatically be set to €0 (zero) from January 2025. In this example, your last Sub-Affiliate Commission for this particular affiliate would be for the December 2024 period.

      4. For the sake of clarity, nothing herein shall entitle you to receive any Commission for sub-affiliates introduced by a Sub-Affiliate to us.

      5. None of the following is permissible and is strictly forbidden at all times: (a) introducing You, an employee or a relative as a Sub-Affiliate, or, if the person entering into this Agreement is a legal entity, neither the directors, owners, officers or employees of such legal entity or the relatives of such individuals, or other legal entities forming part of the same group of companies as the Affiliate belong to. For the avoidance of doubt, you shall not be entitled to any

         Sub-Affiliate Commission if: (i) you are a legal person, and the relevant Sub-Affiliate is your director, owner, an officer of the entity, employee or agent or in any case an entity within the same group of companies as You; or, (ii) You are a natural person, and the relevant Sub-Affiliate is your employee, agent or relative; (b) offering, making available to or providing a Sub-Affiliate (including a potential Sub-Affiliate) an incentive – whether financial or otherwise – to act as, or, become a Sub-Affiliate; (c) attempt to use the Sub-Affiliate structure in any manner whatsoever in bad faith against the Company.

      6. If the Company determine, in its sole and absolute discretion, that You have done or attempted to do any of the aforesaid, the Company may immediately block your account/s, and/or retain any Commission and/or Sub-Affiliate Commission otherwise payable to You, and You will no longer be entitled, and the Company will no longer be liable, to pay such Commission and/or Sub-Affiliate Commission to You.




4. Payment of the Commission

   1. The Company shall pay the Affiliate Commission in accordance with the terms specified below. The Commission is exclusively based on the number of New Customers and/or the revenue generated from New Customers as stipulated above. The Company reserves the right to change the payment methods at its own discretion. For the avoidance of doubt, whencalculating the Commission, New Customers generated by You across all Websites shall be bundled together.

      The payment options available are:

      1. Revenue Share – which is commission paid for each Customer: (i) the agreed percentage of Net Casino Winnings and/or (ii) the agreed percentage of Net Sports Winnings;
      2. Cost per Acquisition (”CPA”) – which is a one time Commission paid for each New Customer in accordance with the terms for such stipulated in the Terms and Conditions, or;
      3. Hybrid Payment – which is a combination between (a) and (b) where the Commission is both a one time payment for each New Customer as well as a Revenue Share element where the Affiliate continue to make Commission on the same customers.
      It is noted that the Commission fees applicable is going to be decided between the parties following an approved application in a separate appendix to this Agreement.
   2. The Commission payable by the Company to the Affiliate will be calculated at the end of each calendar month and the payment(s) will take place in the first twenty (20) working days of the next calendar month. Payment will take place only when the Commission has reached the minimum of €50. If it has not reached the minimum amount of €50, it will be accumulated and carried over to the following calendar month(s) until the €50 is reached and/or exceeded. The Company will then proceed with the payment of the aggregated Commission the following calendar month. The Commission will be paid in Euro (€).
   3. Payment of Commission will be executed in accordance with the payment method chosen by the Affiliate in the Affiliate Application Form. If an error is made in the calculation of the Commission, the Company reserves the right to correct such calculation and pay out any underpayment or deduct the overpayment made to the Affiliate in the next Commission payment the following month.
   4. In the event of calculation of Commission where the net win is negative due to Customer winnings and/or Admin Fees and/or Cash Items and/or Progressive Contributions the Commission will be set to zero for that calendar month. However, if the negative balance is, after investigation made by the Company or the Website at its own discretion, deemed to be a negative balance due to fraud, the negative balance will be carried over to the next calendar month at the Company’s discretion.
   5. Commission (if Revenue Share or a Revenue Share element is applicable to that customer) earned by an Affiliate in relation to a customer that is a High Roller and where the revenue earned by the Company results in a negative amount in any calendar month in relation to thesame Customer, the Company reserves the right to carry forward, in full, any such negative amounts and set off the negative amounts which have been carried forward against any future Commission payable to the Affiliate in relation to that same High Roller until the negative amount has been fully set off against the Commission earned.
   6. If the Affiliate disagrees with the commission statistics issued to You by the Company for the previous month, the Affiliate should notify Company within 15 working days from receiving such statistics. The notification should present the reasons for such disagreement and me done in writing to Your affiliate manager or in accordance with what is stipulated in this Agreement. Failure to report within the stipulated time limit shall be considered as an irrevocable acceptance of the Commission due for the indicated period.
   7. The Affiliate’s acceptance of the payment of the Commission shall be considered the full and final settlement of the Commission due for the relevant period.
   8. The Company may at its sole discretion withhold the payment of any Commission to the Affiliate for up to 180 days if the Company needs to further investigate and verify any relevant transactions made by any customers to the Websites that are referred by the Affiliate and ensure compliance with all regulations and requirements relating to that customer account or this Agreement.
   9. The Affiliate shall return any Commissions received from the Company based on fraudulent or otherwise invalid transactions. Such Commissions may be deducted from future commissions until the funds have been returned in full.
   10. The Affiliate takes full responsibility to pay any applicable social security contributions (taxes, levies, fees, charges and any other money payable both locally and abroad to any tax authority) on the remuneration received through Commissions payouts received from the Company. The Company shall under no circumstances whatsoever be held liable for any such social security contributions unpaid but found to be due by the Affiliate and the Affiliate shall reimburse the Company for any such cost incurred by the Company.



5. Use of Marketing Material

   1. The Affiliate is granted a revocable, limited, non-exclusive, non-transferable right to display the marketing material provided within the scope of the Affiliate Program for the duration of this Agreement. The Affiliate shall make no other use of the marketing material than to promote the Websites in accordance with the terms of this Agreement. The Affiliate shall not be entitled to sublicense or otherwise assign any right of use (in whole or in part) of the marketing materials granted hereunder.
   2. The Affiliate is not allowed to alter or modify any of the marketing materials provided without a prior written permission from the Company.
   3. During the term of this Agreement, the Links shall be prominently displayed on the Affiliate Website(s) following what is agreed between the Company and the Affiliate.
   4. The Company reserves the right to monitor the Affiliate website(s) to ensure the Affiliate’s compliance with this Agreement and the Affiliate accepts to provide the Company with all data reasonably requested to perform such monitoring.



6. Termination

   1. This Agreement may be terminated by either party by giving 30 days written notice via email to the other party. The Company is entitled to terminate this Agreement immediately without notice if the Affiliate is in breach of any of the terms in this Agreement. If the Company stops offering its online gaming services through the Websites, this Agreement will terminate automatically.9.2 The Company reserves the right to terminate this Agreement with immediate effect by giving written notice of termination to the Affiliate in the following cases:
      • The Company identifies suspicious betting patterns that suggest activity where New Customer(s), are benefiting, for instance, from incentives from the Affiliate to recoup losses and/or other fraudulent activities. The Company also reserves the right to withhold any Commission accumulated from such gameplay.
      • bankruptcy, insolvency or liquidation is instituted by or against the Affiliate, or if the Affiliate ceases to do business in the ordinary course.

      1. On the termination of this Agreement the Parties agree that all rights and licenses granted to the Affiliate under this Agreement shall immediately terminate, and the Affiliate will cease the use of any trademarks, service marks, logos and other materials provided by or belonging to the Company. Mainly, the Affiliate must immediately remove all references to the Company, Spinwheel Partners or the Websites from the Affiliate website(s) and close any promoting or marketing activity relating to the Company, Spinwheel Partners or the Websites.

      2. On the termination of this Agreement, the Affiliate will be entitled to already earned, and unpaid Commissions after the effective date of termination provided that the termination is not based on a breach of any terms of this Agreement made by the Affiliate.

      3. The Affiliate will not be entitled to any reimbursement for any advertising, market development, investments, leases, or other costs incurred before or after the termination of this Agreement.

      4. If this Agreement is terminated due to the Affiliate’s breach of any terms of this Agreement , the Company shall be entitled to keep the Affiliate’s earned but unpaid Commissions as collateral for any claim, damages or other, arising from such breach.

      5. Upon the termination of the Agreement, the Affiliate is obliged to return to the Company all sorts of Confidential Information and marketing materials received.

      6. Termination of the Agreement will not relieve the Affiliate from any liability arising from any breach of this Agreement.

      7. Clauses that by their nature intended to survive the termination of this Agreement, including but not limited to, Clauses 9 and 10 shall remain in force after the termination.




7. Confidentiality

   1. All Confidential Information received by the Affiliate shall be kept strictly confidential and on a need to know basis between the employees within the Affiliate during the term of the Agreement and for 5 years thereafter and may only be used for the purpose to perform the business agreed in accordance with this Agreement
   2. All Confidential Information provided or made available by the Company under this Agreement shall remain the sole and exclusive property of the Company and, if not otherwise required by applicable law, returned or deleted by the Affiliate if not needed by the Affiliate to conduct the agreed business activities or upon termination of the Agreement.



8. Intellectual Property

   1. This Agreement will not grant either Party any right, title to or interest in the Intellectual Property Rights that belong to the other Party. In other words, nothing in this Agreement shall constitute an assignment, transfer, or any other right to any Intellectual Property Rights except for what is expressly set out in this Agreement.
   2. All Intellectual Property Rights and any goodwill arising in Links and all marketing material, products, associated systems and software relating to the Websites shall remain the property of the company or Spinwheel Partners.
   3. The Affiliate shall use every effort to safeguard the Intellectual Property Rights of the Company , Spinwheel Partners and the Websites. The Affiliate shall not act in a way which is inconsistent with or undermines the ownership of any of the trademarks contained in the marketing material. The Affiliate shall not use such trademarks as its trade name or company name, attempt to register or challenge any name, mark, design, logo, websites or other branding material that is similar to or may be confused with the Websites and/or the Company’s Intellectual Property Rights. The Affiliate shall not register or purchase domain names, keywords, search terms or other identifiers for use in advertising or search or referral services which are similar or identical with the trademarks of the Company, Spinwheel Partners or the Websites.
   4. The Affiliate shall immediately notify the Company if it becomes aware of any infringement or improper use of the Company’s Intellectual Property Rights or the Intellectual Property Rights related to the Spinwheel Partners or the Websites.
   5. The Affiliate shall not combine the Company’s Intellectual Property Rights or the Intellectual Property Rights related to the Spinwheel Partners or the Websites with any third party Intellectual Property Rights unless expressly permitted. As an example, images or logotypes which are not provided by the Company may not be used in conjunction with the advertisements.



9. Indemnity and Limitation of Liability

   1. The Affiliate shall indemnify and hold harmless the Company and each of its associates, officers, directors, employees, agents, shareholders and partners 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 Company resulting from any breach, non-performance or non-observance by the Affiliate of any of the obligations or warranties specified under this Agreement.
   2. The following provision set out the entire liability of the Company (including any liability for the acts and omissions of its employees, agents and sub-contractors) to You whether in contract, tort, statute, equity or otherwise.

      1. The Company shall not be responsible for any indirect losses or damages incurred by the Affiliate, damages due to business interruption, or loss of information, even if such losses should arise from the inability of the Company to operate its Affiliate Program as stipulated in this Agreement.

      2. The Company makes no guarantee about the accessibility of the Websites at any time or any location. The Company shall not be liable to the Affiliate or anyone else for any inaccuracy, error or omission, loss, injury or damage caused in whole or in part by failures, delays or interruptions of the Websites or the Affiliate Program.

   3. The time limit within which You must commence proceedings against the Company to recover on any claim shall be six (6) months from the date You become aware or should reasonably have become aware of the relevant breach that would form the subject of the claim.
   4. Neither Party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labor disputes, strikes, industrial disturbances, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty (Force Majeure). If such event occurs, the non-performing party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force major event subsists for a period exceeding thirty (30) days, then either party may terminate this Agreement with immediate effect by providing a written notice.



10. Relationship of the Parties

    1. This Agreement shall not allow interpreting either Party as an employee, agent or legal representative of the other Party; nor to create any partnership, joint venture, association or syndication among or between the Parties; nor to offer to either party any express or implied right, power or authority to enter into any agreement, commitment or to impose any obligation on behalf of the other Party.



11. Miscellaneous

    1. Any notice given or made under this Agreement to Company shall be sent by email to contact@spinwheelpartner.com. If an email is received after 5.00 pm CET on a Workday or occurs on any day which is not a Workday, the notice shall be deemed to have been received at 9.00 am CET on the next Workday. “Workday” shall mean any day which is not a Saturday, a Sunday or a bank or public holiday in Malta.

    2. The Company shall send all notices by email to the email address supplied by the Affiliate in the Affiliate Application Form

1. Disputes and Governing Law

   1. This Agreement shall be construed in accordance with and be governed by the laws of Curaçao.

15.2. Any claim, dispute or matter under or in connection with this Agreement and/or its enforceability shall be finally resolved by the courts of Curacao.

15.3 The Affiliate must, unless otherwise agreed, by the parties, or required by applicable law, treat all information disclosed during the arbitration by or on behalf of the parties and all matters relating to the arbitration (including the existence of the arbitration) and the award, as Confidential Information.