K INTERACTIVE LIMITED – TERMS AND CONDITIONS FOR AFFILIATE PROGRAMME

These terms and conditions ( these Terms ) govern each application to become an affiliate of KIL and the activities of accepted Affiliates.

You or the legal entity that you represent agree to be bound by these Terms by doing any of the following:

• clicking the “I Agree” button below; or
• making an application to become an Affiliate; or
• performing any activities of an Affiliate.

If you do not agree to be bound by these Terms you must not undertake any of these activities.

We may amend these Terms from time to time by updating them on our website.

We may notify you of such changes via email or through our website.

WHO WE ARE

We are K Interactive Limited ( KIL, we or us ), a limited company incorporated and registered in England and Wales with company number 13887035 whose registered office address is at 71-75 Shelton Street, London, WC2H 9JQ, UK.

Any reference to you or your in these Terms is a reference to the individual, company or other legal entity seeking to become an Affiliate.

DEFINITIONS AND INTERPRETATIONS

In these Terms, the following definitions and rules of interpretation apply.

Definitions:

Advertising Requirements:

means the advertising requirements and guidance set out in the Schedule to these Terms.

Affiliate:

any individual, company or other legal entity which is authorised by KIL to market, advertise and promote the KIL Products through Digital Advertising and/or Online Advertising.

Affiliate Application Form:

the application form provided by KIL and to be completed by or on behalf of any individual, company or other legal entity which wishes to become an Affiliate.

Confidential Information:

all information of a confidential or proprietary information (in whatever form) relating to the business, assets, affairs, pricing, customers, clients, suppliers, or plans, intentions, marketing strategies and campaigns or market opportunities of the Disclosing Party and including (but not limited to):

• (a) all technical or commercial information, know-how, specifications, inventions, operations, techniques, processes, products, product information, initiatives, drawings and designs, trade secrets, software (including source code), information relating to research and/or development work, proposals for services or products and engineering designs and/or development of the Disclosing Party;
• and
• (b) any other information of a confidential or proprietary nature not generally known to the public, whether of a technical, business, or other type, that is disclosed by the Disclosing Party arising out of or in connection with these Terms and which could reasonably have been understood by the Recipient to be proprietary or confidential to the Disclosing Party (including information marked as “Confidential” by the Disclosing Party).

Data Protection Legislation

means all applicable data protection and privacy legislation in force from time to time in the UK including (i) the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) ( UK GDPR );

• (ii) the Data Protection Act 2018 (and regulations made thereunder);
• (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;
• and (iv) all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.

Digital Advertising:

any digital marketing activity conducted by the Affiliate via the internet, including but not limited to banner ads, social media, email campaigns and websites.

Disclosing Party

means the party disclosing Confidential Information.

Intellectual Property Rights

means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Net Cash:

the gross revenue received by KIL from the KIL Sites and/or KIL Products from users referred by the Affiliate, minus any and all:

• (a) operating costs (including costs relating to third party platform operators, game operators and any other third party service providers and management charges) of the KIL Sites and the KIL Products;
• (b) payment and card processing fees;
• (c) funds added to the referred users’ accounts with KIL, excluding winnings, to incentivise users to increase their deposits and/or turnover (including bonus money and loyalty schemes);
• (d) invalid, fraudulent or disputed card or debit payments, including where a card company or the payment bank has claimed payment back from KIL;
• (e) applicable taxes; and
• (f) all payments made by and revenues associated with any user referred by the Affiliate that at any time makes an invalid, fraudulent or disputed payment.

Personnel:

means the officers, employees, representatives, agents, subcontractors or consultants engaged by a Party.

KIL Products:

the online casinos, sports books, games and other similar activities provided by KIL.

KIL Sites :

the various websites through which KIL provides the KIL Products to end users.

Physical Advertising :

any marketing and advertising materials placed by the Affiliate on physical premises, including but not limited to posters, signage and flyers.

Recipient

means the party receiving Confidential Information.

Clause, Schedule and paragraph headings are used for reference only and shall not affect the interpretation of these Terms.

The Schedule forms part of these Terms and shall have effect as if set out in full in the body of these Terms.

Any reference to these Terms includes the Schedule.

Any reference in these Terms to:

• a clause or a paragraph is a reference to a clause of these Terms or a paragraph of the Schedule;
• a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
• a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
• legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision;
• and
• writing or written includes email.

Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

APPLICATION PROCESS

In order to commence the application process to become an Affiliate you will need to complete and submit to KIL an Affiliate Application Form, following the instructions provided by KIL on our website.

By submitting your application you agree that all information contained in that application will be true, accurate and complete.

KIL will review your application and may take steps to verify your identity or the identity of the legal entity that you act on behalf of, including by requesting information from you and by obtaining further information from other third party sources and data.

You agree to provide KIL with any verification and/or other supporting documents and information which KIL may request from time to time.

KIL reserves its full rights to reject any application in its sole discretion.

KIL will notify you whether your application has been accepted or rejected.

OBLIGATIONS OF AN AFFILIATE

If you are accepted as an Affiliate:

• you will be granted the right to advertise and promote the KIL Sites and the KIL Products through Digital Advertising and/or Physical Advertising (as applicable to you), subject to these Terms;
• you shall use your best endeavours to advertise and promote the KIL Sites and the KIL Products with all due care and diligence and in accordance with these Terms and all applicable laws, regulations and codes of practice including, without limitation, the Gambling Act 2005 and the requirements listed in Schedule 1;
• in relation to any Physical Advertising that you undertake, you agree to exclusively advertise and promote the KIL Sites and the KIL Products at your premises or venue (unless KIL, in its total discretion, agrees otherwise in writing).
• For the avoidance of doubt, this means that you will not promote in a similar way the products or services of any competitor of KIL at your premises or venue (unless KIL agrees otherwise in writing);
• you shall co-operate with KIL in all matters relating to the advertisement and promotion of the KIL Sites and the KIL Products;
• you shall comply with all reasonable and lawful instructions of KIL from time to time concerning the advertisement and promotion of the KIL Sites and the KIL Products;
• you must act in such manner as you think best to promote KIL’s interests and not do anything which could be prejudicial to KIL’s goodwill or commercial interests;
• you must not, directly or indirectly, offer any person or entity any incentive or bonus (including but not limited to money) to sign up to use the KIL Sites and/or the KIL Products.
• you must at all times maintain the accuracy of all information that you have provided to KIL, whether as part of the application process or otherwise.
• You must promptly update any changes to such information; and
• you must ensure that you do not promote the KIL Sites or the KIL Products in a way that targets individuals under the legal gambling age of 18.

PROMOTIONAL MATERIALS

KIL shall provide the Affiliate with promotional materials to be used by the Affiliate for Digital Advertising and/or Physical Advertising.

The Affiliate may, if it wishes to do so, produce its own materials to advertise and promote the KIL Sites and the KIL Products.

However, such materials may only be used if the Affiliate first provides the proposed materials to KIL and has obtained KIL’s prior written consent to the use of those materials.

Please note that KIL does not allow the KIL Sites and KIL Products to be advertised or promoted on adult networks, illegal streaming sites, pop-under or pop-up campaigns or advertorial style marketing or through SMS marketing.

DIGITAL ADVERTISING

When the Affiliate undertakes Digital Advertising:

• the advertisement must direct users to an additional link where all the terms and conditions of the promotion are stated, which must be no further than one click away from the advertisement itself in cases where there is space and time limitation;
• when anything is advertised as “bonus” or “free” (e.g. free spins, free play etc.), the main terms and conditions and the commitments or requirements for the user to take advantage of such an offer must be stated in the advertisement itself;
• no advertising or other marketing information must appear on any primary web page, screen or micro-site providing advice or information on responsible gambling;
• the Affiliate must use “Age-Gating” wherever the marketing space provides the Affiliate with an option to do so.
• “Age-Gating” means applying ‘minimum 18’ age restrictions to the marketing content;
• the Affiliate’s website must include an 18+ age disclaimer and a link to a responsible gambling body (e.g. https://www.begambleaware.org/).
• For Affiliates using social media, the disclaimer and link must be posted in the about/bio section of the Affiliate and in every post that the Affiliate may make to advertise and promote the KIL Sites and the KIL Products;
• the Affiliate’s website must comply with the CAP Code, particularly the gambling section;
• the Affiliate must not promote gambling as a way to get guaranteed profits, generate income or become wealthy; and
• the Affiliate’s website must not offer incentivised traffic.

COMMISSION

Unless agreed otherwise by KIL from time to time, subject to the Affiliate performing its obligations under these Terms, KIL shall pay to the Affiliate a revenue split percentage of the Net Cash received by KIL each month from end users referred to the KIL Sites and/or KIL Products by Affiliates, such percentage as agreed with the Account Manager assigned to the Affiliate.

The Affiliate can log in to the KIL platform at any time to check the commission due to the Affiliate for each month.

KIL shall pay the commission due to the Affiliate under these Terms when the amount of commission exceeds the threshold specified in the KIL platform.

Such payments shall be made to the Affiliate’s nominated bank account.

CONFIDENTIAL INFORMATION

The Recipient undertakes that it shall at all times:

• keep the Confidential Information secret and confidential;
• not use or exploit any Confidential Information for its own benefit or in any way other than the proper performance of its duties under these Terms, unless it has obtained prior written consent from the Disclosing Party to do so;
• not directly or indirectly disclose or make available any Confidential Information in whole or in part to any third party, except as expressly permitted by, and in accordance with, these Terms or with the prior written consent of the Disclosing Party;
• and
• apply at least the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use.

In the event the Recipient becomes aware of, or suspects, any loss or unauthorised disclosure or use of the Confidential Information, it shall promptly notify the Disclosing Party.

The Recipient may disclose Confidential Information to:

• its Personnel or advisers who need to know such information for the purposes of exercising the Recipient's rights or carrying out its obligations under or in connection with these Terms, on the basis that it:
  • informs such Personnel or advisers of the confidential nature of the Confidential Information;
  • ensures that such Personnel or advisers comply with this clause ; and
  • ensures that such Personnel or advisers are subject to obligations of confidentiality at least as extensive and binding upon them as the terms of these Terms are upon the Recipient;
• and
• to the minimum extent required by Applicable Laws, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 8.2.2, it takes into account the reasonable requests of the Disclosing Party in relation to the content of the disclosure.

The Recipient shall be liable for the actions or omissions of its Personnel and advisers in relation to the Confidential Information as if they were the actions or omissions of the Recipient.

Notwithstanding the foregoing, the restrictions of this clause 8 shall not apply to information that:

• is or becomes publicly known other than through any act or omission of the Recipient;
• was in the Recipient's lawful possession before the disclosure under these Terms;
• is lawfully disclosed to the Recipient by a third party and is not subject to any obligation of confidentiality restricting disclosure by the third party;
• or
• is developed by the Recipient independently of and without reference to Confidential Information, which independent development can be shown by written evidence.

The Recipient shall take all reasonable steps to ensure that the Confidential Information to which it has access is not disclosed or distributed by its Personnel or advisers in violation of the terms of these Terms.

DATA PROTECTION

For the purposes of this clause 9, the terms controller, data subject, personal data, personal data breach, processor and processing , shall have the meaning given to them in the Data Protection Legislation.

The parties acknowledge and agree that, for the purposes of the Data Protection Legislation, in so far as the processing of personal data is concerned, KIL and the Affiliate are each a controller of personal data in their own right.

As such, each party shall at all times, comply with its respective obligations under all applicable Data Protection Legislation in relation to all personal data that is processed by it in the course of performing its obligations under these Terms.

INTELLECTUAL PROPERTY RIGHTS

The Affiliate acknowledges and agrees that KIL and/or its licensors own all Intellectual Property Rights and any other proprietary rights in the KIL Sites, the KIL Products and all marketing materials provided to the Affiliate by KIL under these Terms.

Except as expressly stated herein, these Terms do not grant the Affiliate any rights to, under or in any Intellectually Property Rights, any other proprietary rights or any other rights or licences in respect of the KIL Sites, the KIL Products or marketing materials provided to the Affiliate by KIL under these Terms.

KIL grants the Affiliate a revocable and non-exclusive right to use and display the marketing materials provided to it by KIL for the purpose of advertising and promoting the KIL Sites and the KIL Products in accordance with these Terms and for no other reason.

LIABILITY

Nothing in these Terms shall limit or exclude any liability of either party which cannot be excluded or limited by applicable law, including but not limited to:

• death or personal injury caused by the negligence of that party; or
• fraud or fraudulent misrepresentation.

Subject to clause 11.1, KIL’s aggregate liability in respect of any loss or damage suffered by the Affiliate and arising out of or in connection with these Terms, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the amount of commission actually paid to the Affiliate pursuant to these Terms in the 12 months prior to the event giving rise to such liability.

Except as expressly provided for in these Terms all conditions, warranties and representations implied by statute, common law or otherwise are excluded to the extent permitted by law.

TERMINATION

Without affecting any other right or remedy available to it, either party may terminate the Affiliate arrangements under these Terms at any time by giving 3 months’ written notice to the other party.

Without affecting any other right or remedy available to it, KIL may terminate the Affiliate arrangements under these Terms with immediate effect by giving written notice to the Affiliate if the Affiliate:

• commits a material breach of its material obligations under these Terms and (if such breach is remediable) fails to remedy that breach within 30 days after being notified in writing to do so;
• or
• becomes insolvent or is unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application 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; or
• the Affiliate does not refer any end users to the KIL Sites or the KIL Products for a period of 3 months.

Following termination of the Affiliate arrangements:

• all rights and licences granted to the Affiliate will cease immediately and the Affiliate shall immediately cease to advertise and promote the KIL Sites and the KIL Products;
• the Affiliate shall be entitled to be paid commission for the period up to and including the date on which the Affiliate arrangements cease but will not be entitled to any commission which accrues after that date;
• within a reasonable period, the Affiliate will return to KIL all Confidential Information and any other information or materials which are in the Affiliate’s possession or control.

Termination of the Affiliate arrangements shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.

Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of the Affiliate arrangements shall remain in full force and effect.

FORCE MAJEURE

Neither party shall be in breach of these Terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control.

GENERAL

Variation. N o variation of these Terms shall be effective unless it is made in writing and signed by the parties (or their authorised representatives).

Assignment. The Affiliate shall not, without KIL’s prior written consent, assign, transfer or deal in any other manner with all or any of its rights or obligations under these Terms.

KIL may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

Entire Agreement. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.

Waiver. A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

A delay or failure by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any

Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

Any modification to or deletion of a provision or part-provision under this clause 12.4 shall not affect the validity and enforceability of the rest of these Terms.

Third Party Rights. Nothing in these Terms shall be deemed to confer any rights on anyone not a party to these Terms under the Contracts (Rights of Third Parties) Act 1999.

No Partnership. Nothing herein shall be construed to create a partnership, trust obligation, agency, liability or other general relationship between the parties extending beyond the limited scope of these Terms unless otherwise agreed by the parties.

Governing Law. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with English law.

Jurisdiction. The parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

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SCHEDULE: ADVERTISING REQUIREMENTS

General Compliance

The Affiliate must comply with all relevant advertising laws, regulations, and codes of practice that apply in relation to the advertising of gambling in the UK including, without limitation:

• The Licence Conditions and Code of Practice (the LCCP ) issued by the Gambling Commission (the GC ) including, without limitation, Condition 16 (Responsible Placement of Digital Advertising), provision 5.1.6 LCCP (Compliance with Ad Codes) and provision 5.1.7 (Marketing of Offers);
• The codes issued by the Advertising Standards Authority’s ( ASA ) Committee on Advertising Practice (the CAP Code ) and its Broadcast Committee on Advertising Practice (the BCAP Code );
• and
• The Industry Group for Responsible Gambling’s ( IGRG’s ) Code for Socially Responsible Advertising (the IGRG Code ),

collectively, the UK Codes .

Use of Content

The Affiliate shall not alter or amend promotional material either provided by or approved by KIL.

Monitoring and Enforcement

KIL reserves the right to monitor Affiliate marketing for compliance with these Terms, including the UK Codes, and Affiliate agrees to provide KIL with such reports and information that KIL may reasonably require to do so.

If the Affiliate breaches these terms, including the UK Codes, KIL may immediately suspend or terminate these Terms.

Helpful information

The Affiliate may find the following links and information useful in relation to its obligations under these Terms:

Gambling Commission:

https://www.gamblingcommission.gov.uk/licensees-and-businesses/lccp/print

ASA:

https://www.asa.org.uk/type/non_broadcast/code_section/16.html

https://www.asa.org.uk/advice-online/affiliate-marketing.html

https://www.asa.org.uk/advice-online/betting-and-gaming-appeal-to-children.html

https://www.asa.org.uk/uploads/assets/uploaded/734c1499-850d-4d2f-88a441ffd1903b50.pdf

IGRG Gambling Industry Code for Socially Responsible Advertising