affiliate Program

Terms And Conditions

SBOTOP Affiliate Terms And Conditions

This document sets out the complete terms and conditions (as may be amended from time to time) between VIP GLOBAL SOLUTIONS LIMITED a company registered in the Philippines whose registered office is located at 24^th Floor, Burgundy Corporate Tower, Sen. Gil Puyat Avenue, Makati City, Philippines (hereinafter “VIP GLOBAL“), and “the Affiliate” (herein referred to as “Applicant”, “Affiliate“, “you” “your“), regarding your request to participate as an affiliate in the SBOTOP Affiliate program (hereinafter “Affiliate Program“) to promote the Betting Platform and the Betting Platform Services (hereinafter this document shall be referred to as the “Affiliate Agreement”).

Whereas

The Betting Platform Provider is an Associated Company to VIP GLOBAL and is licensed by the Philippines Amusement & Gaming Corporation (PAGCOR) to operate the Betting Platform where VIP GLOBAL and the Betting Platform Provider shall hereinafter collectively be referred to as “SBOTOP”, “we”, “us”, “our”.

It is important that you read and understand all the Terms & Conditions set out below as they govern the relationship between VIP GLOBAL and you and by completing the Affiliate Application Form to join the Affiliate Program you confirm your acceptance of these terms and conditions, which shall immediately become legally binding on you upon SBOTOP’s approval of your application. If you do not agree to any of the following terms and conditions (or are not authorised to do so) you should discontinue your application immediately.

VIP GLOBAL has been authorised by the Betting Platform Provider to enter into this Affiliate Agreement.

The Applicant maintains and/or operates the Affiliate Website and has submitted an Affiliate Application Form to be an Affiliate to identify Potential Players and Introduce them to the Betting Platform Provider by promoting and marketing the Betting Platform and the Betting Platform Services.

This Affiliate Agreement provide the terms and conditions upon which:

(a) the Affiliate has agreed to promote and market the Betting Platform and the Betting Platform Services and to Introduce Potential Players to the Betting Platform Provider; and

(b) VIP GLOBAL has agreed to pay Commissions to the Affiliate if an Introduced Party becomes a Player and makes Player Bets which results in positive Net Revenue being recorded.

1. Definitions And Interpretation

1.1 Definition

The following expressions shall have the meanings set opposite them below:

“Affiliate Account” means the account applied for by the Affiliate and approved and assigned by SBOTOP to the Affiliate on SBOTOP’s system and/or on any third party system that SBOTOP utilises;

“Affiliate Agreement” means this Terms and Conditions with all the attendant schedules and appendices thereto and the same as may be amended by SBOTOP from time to time;

“Affiliate Event of Default” has the meaning provided in Clause 16.1;

“Affiliate Link” means the hypertext link to the Betting Platform which shall be provided from time to time by the Betting Platform Provider to the Affiliate;

“Affiliate Program Website” means https://sbotop.partners;

“Affiliate Website” means any website on the internet that is operated by or on behalf of the Affiliate;

“Associated Company” means, in relation to either Party, any other company which has Control of that Party, or which that Party has Control or which is under common Control with that Party;

“Betting Platform” means the Internet-based betting platform from which the Betting Platform Provider provides the Betting Platform Services;

“Betting Platform Provider” means VIP GLOBAL SOLUTIONS LIMITED, a company registered in the Philippines with its registered office at 24th Floor, Burgundy Corporate Tower, Sen. Gil Puyat Avenue, Makati City, Philippines;

“Betting Platform Services” means the Internet-based betting services offered from time to time by the Betting Platform Provider, which includes the services available from https://www.sbotop.com;

“Betting Terms and Conditions” means the Betting Platform Provider’s Terms and Conditions of Use for Players (the latest version of which can be found at https://www.sbotop.com/en/legal/terms-and-conditions/b2c.

“Commencement Date” means the date the Affiliate first accepts and agrees to the Affiliate Agreement by ticking on the “I AGREE” box and clicking the “Submit”” button on the Affiliate Programme Website to submit his application or the date on which the Affiliate conducts any activity or makes use of any marketing material in the Affiliate Programme or any Player makes a Player Bet, which ever is the earlier. For the purposes of clarity the Commencent Date shall not be effective unless SBOTOP has approved the Affiliate’s application to join the Affiliate Program;

“Commissions” means the commissions that are calculated and payable in accordance with Clause 6, as the same may be modified from time to time by the Betting Platform Provider or by VIP GLOBAL and includes the Monthly Commission;

“Competitor” means any direct or indirect competitor of the Betting Platform Provider, as is determined by the Betting Platform Provider, that operates anywhere in the world;

“Confidential Information” means each agreement, all financial, commercial, technical, operational, organisational, legal, management and other information, data and know-how relating, respectively, to VIP GLOBAL or the Betting Platform Provider, including details of products, software, websites, assets, networks and data-networks, stakeholders, customers, suppliers, and employees which may be supplied orally or in writing or in any other form by VIP GLOBAL or the Betting Platform Provider;

“Control” means the power (directly or indirectly) whether by holding of securities, voting control, contract or otherwise, to appoint or remove a majority of the directors of a company and includes the power to appoint or remove a majority of the directors of a company if exercisable through any number of intermediate bodies corporate prior to its possible exercise over the company in question;

“Dispute” has the meaning provided in Clause 22.1;

“Force Majeure Events” has the meaning provided in Clause 23.1;

“Indemnified Party” has the meaning provided in Clause 14.1;

“Intellectual Property Rights” means any rights subsisting in any patent, petty patent, trade mark, service mark, design right, registered or unregistered design including any applications for the foregoing, present and future copyrights, moral rights, databases, know-how and other trade secret rights, rights of confidence, trade or business names and other industrial or intellectual property rights subsisting anywhere in the world;

“Introduction” means the use of the Affiliate Link by a Potential Player to access the Betting Platform and “Introduce” shall be construed accordingly;

“Material Breach” means a material breach of the terms hereof by the Affiliate that shall not be capable of being remedied in accordance with the terms of Clause 16.1(a);

“Minimum Threshold” means, in the case of in the case of bank transfers or remittances, the sum of MYR500.00 or currency equivalent.

“Money Wagered” means the sum of real money wagered by Players and does not include any Player Bets that are subsequently voided (or returned for whatever reason) or Player Bets that are not paid for (e.g. for chargeback’s and/or admin fee) or Player Bets made using any free bonuses, free bets or such other incentive reward schemes related to the Player.

“Parties” means VIP GLOBAL and the Affiliate, and a “Party” shall mean either of them;

“Personal Data” means information defined as such in or treated as such under any Applicable Data Protection Law;

“Player” means any Potential Player that has:

(a) completed the Player Registration Procedure to the satisfaction of the Betting Platform Provider; and

(b) made a valid deposit into the Player’s SBOTOP Account; and

“Player Bet” means an online bet made by a Player on the Betting Platform;

“Player Registration Procedure” means the Betting Platform Provider’s registration procedure (including but not limited to satisfaction of the Anti-Money Laundering Requirements);

“Player Winnings” means any loss that the Betting Platform Provider sustains on the Player Bets;

“Potential Player” means any person that is referred to the Betting Platform by means of the Affiliate Link but has yet to complete the Player Registration Procedure;

“Profit” means any profit that the Betting Platform Provider makes on the Player Bets;

“Prohibited Territories” means Afghanistan, American Samoa, Australia, Belgium, Côte d’Ivoire, Denmark, England, France, French Guiana, French Polynesia, French Southern Territories, Germany, Greece, Guadeloupe, Guam, Hong Kong, Hungary, Iran, Iraq, Liberia, Libya, Lithuania, Martinique, Mayotte, Netherlands, Netherlands Antilles, North Korea, Northern Mariana Islands, Philippines, Portugal, Puerto Rico, Reunion, Saint Pierre and Miquelon, Serbia, Singapore, Somalia, Spain, Sudan, Switzerland, Taiwan, Turkey, United States minor outlying islands, USA and Virgin Islands, U.S. and any other territory, country or jurisdiction that SBOTOP may determine from time to time.

“Prohibitive Gambling Legislation” means any legislation in force anywhere in the world that in any way prohibits remote sports betting, casino style games or other games of chance or the financing thereof or the aiding and abetting of any offences relating to remote betting and gambling (including but not limited to the US Remote Gambling Legislation and any EU Internet Gaming Legislation and any other Internet gaming legislation that is applicable anywhere else in the world);

“Relevant Claim” has the meaning provided in Clause 14.2;

“Taxes” means all taxes, fees, levies, duties, charges or withholdings of any nature (including, without limitation, gross receipts taxes, ad valorem taxes, sales and use taxes and property taxes and franchise, license and permit fees), together with any penalties, fines, or interest thereon arising out of Player Bets or the payment of Commissions or any other payments made hereunder Affiliate and/or imposed upon either Party hereto by any federal, state or local government or other public taxing authority of any country; for the avoidance of doubt this definition shall not include VAT and VIP GLOBAL’s or the Betting Platform Provider’s taxes based solely on gross or net profits;

“Term” has the meaning provided in Clause 2;

“Terms & Conditions” means these terms and conditions and the same as may be amended by SBOTOP from time to time;

“US Remote Gambling Legislation” means federal and state legislation in force in the United States of America prohibiting the acceptance of payment for illegal remote gambling, the operation and offering of illegal remote sports betting, casino style games or other games of chance or the aiding and abetting of any offences relating to remote betting and gambling, including but not limited to the US Unlawful Internet Gambling Enforcement Act 2006;

1.2 Interpretation

This Affiliate Agreement shall be interpreted according to the following, unless the context requires a different meaning:

(a) the clause headings in this Affiliate Agreement are for reference purposes only and shall not be used in the interpretation thereof;

(b) expressions which denote any reference to one gender shall include the other and any reference to the singular includes the plural and vice versa;

(c) references to a “person” shall be construed as including references to an individual, firm, company, corporation, partnership, association, unincorporated body of persons, trust, a state or any governmental authority or any other entity whether acting in an individual, financing or other capacity and to such person’s permitted successors;

(d) references to a “business day” shall mean any day which is not a Saturday or a Sunday or any public holiday recognised in the Philippines ; and

(e) references to clause(s) shall refer to clauses of this Affiliate Agreement.

1.3 Any undertaking by either Party herein not to do any act or thing shall be deemed to include an undertaking by such Party not to permit or suffer the doing of that act or thing.

1.4 SBOTOP shall evaluate the application form for an Affiliate Account hereby submitted by the Applicant (“Affiliate Application Form”) and shall inform the Applicant via email on whether the application has been accepted or not. SBOTOP reserves the sole right to refuse any application without having to provide any reason whatsoever to the unsuccessful applicant or any other party.

1.5 Each of the Parties enters into this Affiliate Agreement for itself and as agent for its Associated Companies, which hold the appropriate licence or authorisation or have made the required registration in accordance with the applicable requirements in all jurisdictions in which they may operate.

1.6 The terms “Affiliate” and “Betting Platform Provider” when used herein shall include their respective successors and permitted assigns.

1.7 SBOTOP shall have the right to amend, alter, change, substitute and/or replace any clause in the Terms & Conditions at any time at its sole discretion without any prior notice.

1.8 In the event of any conflict or inconsistency between the provisions of this Affiliate Agreement and the Betting Terms and Conditions, then the terms and conditions of this Affiliate Agreement shall prevail.

2. Commencement And Duration

This Affiliate Agreement shall commence on the Commencement Date and shall continue in force for 12 months and shall automatically renew for additional 12 month periods thereafter until they are terminated in accordance with the terms hereof (the “Term”).

3. Introductions

In consideration of the Affiliate identifying Potential Players and Introducing them to the Betting Platform Provider, VIP GLOBAL shall pay Commissions to the Affiliate in accordance with this Affiliate Agreement.

4. Responsibilities And Obligations Of The Affiliate

4.1 The Affiliate:

(a) hereby undertakes to make Introductions by actively and effectively advertising, marketing and promoting the Betting Platform and the Betting Platform Services in a professional, proper and lawful manner in accordance with the terms hereof, the policies and guidelines of SBOTOP and/or as instructed by SBOTOP from time to time;

(b) shall be solely responsible at all times for all marketing activity related to identifying Potential Players or making Introductions (including, but not limited to, that carried out by or on any Affiliate Website) irrespective of whether such activities are undertaken by third parties or sub-contractors on behalf of or under the instruction of the Affiliate (together the “Marketing Activities”);

(i) the Terms & Conditions; and

(ii) all applicable laws relevant to the jurisdictions from which such Marketing Activities take place or the jurisdictions at which they are targeted or all relevant Philippines laws where no relevant applicable laws exist in such jurisdiction; and

(iii) each of the from time to time policies and guidelines of SBOTOP;

(d) shall be independently responsible for paying all Taxes and VAT (if applicable) arising from the making of Player Bets and VIP GLOBAL’s payment of Commissions;

(e) shall indemnify the Betting Platform Provider and VIP GLOBAL on demand against and in respect of all and any Taxes and/or VAT for which the Betting Platform Provider or VIP GLOBAL may be liable or held to be liable as a result of paying the Commissions to the Affiliate;

(f) accepts and acknowledges that the Betting Platform Provider shall, following an Introduction,:

(i) have the sole contractual relationship with each of the Potential Players and Players with respect to provision of the Betting Platform Services; and

(ii) be entitled to terminate its relationship with any Player that was Introduced by the Affiliate at any time and for any reason whatsoever without having to provide any justification or form of compensation to the Affiliate;

(g) undertakes not to, without prejudice to any material, including without limitation, any banners, videos, articles, or applications that may be forwarded by SBOTOP and/or made available online through the Affiliate Programme Website, use any of SBOTOP’s trademarks and/or logos, including but not limited to “VIP GLOBAL”, “SBOTOP”, “SBO”, or the “SBOTOP Runningman” logos or other terms, trademarks and other intellectual property rights that are vested in SBOTOP unless SBOTOP consents to such use in writing;

(h) undertakes to inform SBOTOP if the Affiliate intends to sell its business, or any part thereof and/or registers any change of beneficial owner. In the event of such a change in the ownership or beneficial ownership of the Affiliate, VIP GLOBAL reserves the right by written notice to terminate this Affiliate Agreement with immediate effect and in the event that the previous owner of the Affiliate continues to Introduce Players to SBOTOP, SBOTOP reserves the right at its sole discretion not consider these Players as Players of the Affiliate;

(i) hereby undertakes not to:

(i) use the Affiliate Link in relation to any Marketing Activities without the prior written consent of SBOTOP;

(ii) Introduce any Potential Player to the Betting Platform Provider:

A. if such Potential Player could be in breach of any Prohibitive Gaming Legislation by using any Betting Platform Service or if such Potential Player is from any of the Prohibited Territories; or

B. if the conducting of the Marketing Activities could be in breach of any law or regulation applicable to the Potential Player or to the Affiliate; or

C. if such Potential Player is under the legal age for gambling as determined by any law applicable to such person or is under the age of 21 years old if there is no law applicable to such person (whichever shall be the lower); or

D. if the Affiliate has prior knowledge that the Potential Player has a history of fraud, abuse, illegal activities including but not limited to: use of stolen credit cards, odds manipulation, bonus abuse, or player/affiliate collusion;

(iii) perform any Marketing Activities or other act or make any communication which is libellous, discriminatory, obscene or unlawful or which contains sexually explicit, pornographic, obscene or graphically violent images or content;

(iv) provide any information regarding the Betting Platform Services as a result of the Marketing Activities or otherwise to any person who is:

E. under the legal age for gambling as determined by any law applicable to such person; or

F. under the age of 21 years old if there is no law applicable to such person;

(v) carry out or permit the carrying out of Marketing Activities that target any jurisdiction where the making of Player Bets or the promotion of the Betting Platform Services is illegal and in particular in the Prohibited Territories or be involved in any traffic coming from any Prohibited Territory or allow, assist or encourage the circumvention of any restrictions put in place by SBOTOP with regard to the Prohibited Territories;

(vi) generate Introductions or identify Potential Players by any illegal or fraudulent activity or activity that could damage the image or good name of the Betting Platform Provider, including, but not limited to:

G. sending unsolicited emails or spam; or

H. utilising illegal or incorrect metatags; or

I. registering as a Player for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the number of Introductions or the Commission payable or to otherwise defraud VIP GLOBAL or the Betting Platform Provider;

(vii) present any Affiliate Website in such a way that it might lead to any risk of confusion with the Betting Platform or the Betting Platform Services and/or other third parties;

(viii) carry out or perform any acts or omissions that could divert legitimate online traffic of any Competitor to the Betting Platform;

(ix) carry out any activities that would or could mislead or misrepresent the business of the Betting Platform Provider to online users;

(x) register for more than one Affiliate Account without the prior written consent of SBOTOP and SBOTOP reserves the right to close down any duplicate accounts and to cancel any amounts otherwise due under such accounts.

(xi) propose, sanction, indicate or otherwise knowingly allow Potential Players or Players to utilise betting arbitrage;

(xii) collude with any Potential Player or Player to defraud or to cause any loss to SBOTOP;

(xiii) register or apply for any domain name which is similar to, may be confused with, or otherwise could be misunderstood to be part of any registered trademarks or logos owned or operated by SBOTOP, including but not limited to “SBO”, “SBOTOP” or variations of thereof. The Affiliate will also refrain from using these names, words and phrases in any search engine Pay Per Click advertising or social media networking domains that prohibit or restrict advertisements by gambling companies including, but not limited to, Facebook, LinkedIn and Twitter; and

(xiv) perform or permit the performance of any Marketing Activities or other acts that are targeted at or involve communication with any organisation or country or government that is the subject of international sanctions or trade embargoes or is suspected of being affiliated with or supporting any terrorist or politically sensitive activities, persons or organisations.

4.2 If the Affiliate does not comply with any of the provisions of this clause, then VIP GLOBAL may treat such non-compliance as a Material Breach by the Affiliate and in addition to the right of termination, VIP GLOBAL may at its absolute discretion suspend the Affiliate Account and/or suspend the generation of the Net Revenue for the purposes of computation of the Monthly Commission and/or suspend the payment of any Monthly Commission or any other sums due to the Affiliate, where any such suspension or suspensions may, at VIP GLOBAL’s absolute discretion take effect immediately.

5. Responsibilities And Obligations Of VIP GLOBAL

5.1 VIP GLOBAL shall provide the Affiliate with the necessary information and marketing material, as determined by VIP GLOBAL, for the proper implementation of the Affiliate Link within each of the Marketing Activities.

5.2 VIP GLOBAL shall be responsible for:

(a) procuring that the Betting Platform Provider:

(i) determines, in its sole discretion, whether a Potential Player is to be accepted as a Player within a commercially reasonable period of time;

(ii) monitors the Player Bets generated via the Affiliate Link; and

(iii) calculates the Net Revenue that is generated as a result of Player Bets;

(b) enabling the Affiliate to access information regarding Player Bets via the Affiliate Programme; and

6. Commission

6.1 Subject to the provisions of this Affiliate Agreement, the Affiliate shall be entitled to receive on a monthly basis, the Commission based on the commission plan selected by the Affiliate when registering an account (the “Monthly Commission”). The two commission plans available are:

(a) Revenue Share Commission Plan:

VIP GLOBAL agrees to pay the Affiliate the Monthly Commission calculated on the Net Revenue generated from SBOTOP’s sportsbook, casino and games products at the end of each calendar month.

The Net Revenue shall be calculated on the following formula:

Total Money Wagered less: (1) Player Winnings, (2) Taxes, (3) chargebacks, (4) payment fees, (5) bonuses, (6) admin fees (10% on gross profit), and (7) customer incentives.

The Monthly Commission shall be a percentage of the Net Revenue in accordance with the percentage set out in the Revenue Share Commission Plan, displayed on the Affiliate Program Website.

6.2

(a) In the event a Player is found or suspected to have cheated, or defrauded SBOTOP or any other user of the Internet Betting Facilities, or had attempted to do so in any way, including but not limited to bet or betting manipulation, abusing of bonus or rewards promotions, payment fraud (including use of stolen credit / debit cards, chargeback or other reversal of a payment or money laundering), then SBOTOP reserves the right to move that Player over to a non-revenue share plan under the Affiliate Account and/or to close the Player’s SBOTOP Account and/or not to make payment of any Monthly Commission and/or not to include any of the Money Wagered or the Net Revenue generated by that Player in the computation of the Monthly Commission.

(b) In the event that more than half of the Monthly Commission is derived from one Player, or if more than half of the Monthly Commission is generated from Players who are wagering on the same bet selection in the same match or event, then SBOTOP reserves the right to:

(i) move that Player or Players over to a non-revenue share plan under the Affiliate Account; and/or

(ii) to close the Player’s or Players’ SBOTOP Account(s); and/or

(iii) not to make payment of any Monthly Commission for that relevant month; and/or

(iv) not to include any of the Money Wagered or the Net Revenue generated by that Player or Players in the computation of the Monthly commission;

(v) and/or to terminate this Affiliate Agreement resulting in the closure of the Affiliate Account.

6.3 VIP GLOBAL reserves the right to introduce additional commission plans or structures from time to time and on such terms and conditions it deems fit and/or as mutually agreed between the parties,

6.4 In the event that the Monthly Commission is a negative amount, VIP GLOBAL shall be entitled, but not obliged, to carry forward and set off such negative amount against future Monthly Commissions which would otherwise be payable to the Affiliate.

6.5 The Monthly Commission is calculated at the end of each month and payments shall be processed by the 10th business day after the end of the 14 day period prescribed in Clause 6.11, provided that the amount due exceeds the Minimum Threshold. If the Monthly Commission is less than the Minimum Threshold, it shall be carried over to the following month(s) and shall be payable when it exceeds the Minimum Threshold.

6.6 If a Potential Player:

(a) is already registered as a Player with the Betting Platform Provider; or

(b) has been a Player in the one year period prior to the date of the Introduction by the Affiliate,

then no Commissions shall be payable by VIP GLOBAL to the Affiliate in relation to the Profits or Turnover generated by such a Potential Player.

6.7 Payment of the Monthly Commission shall be made in accordance with the payment method chosen by the Affiliate in the Affiliate application process. If an error is made in calculating the Monthly Commission payable to the Affiliate, then VIP GLOBAL reserves the right to correct such calculation at any time and will pay out underpayment or reclaim overpayment made to the Affiliate by way of a deduction or set off against any future payments payable to the Affiliate.

Payment of the Monthly Commission shall only be made in the name of the Affiliate. Payment to parties authorised by the Affiliate shall be subject to VIP GLOBAL prior approving such party and the Affiliate providing VIP GLOBAL with a validly executed written authorisation in the form agreeable to VIP GLOBAL, to make payment of the Monthly Commission to the authorised party.

6.8 The Affiliate agrees that Commissions and any other amounts payable to the Affiliate for the services rendered by the Affiliate under this Affiliate Agreement shall be deemed inclusive of VAT.

6.9 The Affiliate agrees and authorises VIP GLOBAL to raise sales invoices for the transactions covered by this Affiliate Agreement (including but not limited to Commissions) on the Affiliate’s behalf (“Self Billing Invoices”) until this Affiliate Agreement terminates in accordance with its terms. The Self Billing Invoice will be raised and sent by email or by such other means of notification available under the Affiliate Programme to the Affiliate on or after the seventh day of each calendar month for transactions covered by this Affiliate Agreement during the previous calendar month. In the event that the day should fall on a Monday or a Thursday, the Self Billing Invoice shall be sent out by or on the next calendar day.

In the event that payment is to be made to an authorised party pursuant to Clause 6.7, the Self Billing Invoice shall only be raised in the month following the calendar month that the Affiliate complies with all of VIP GLOBAL’s requirements for making payment to authorised parties.

6.10 During the Term, the Affiliate agrees that the Affiliate shall:

(a) not raise sales invoices in respect of the transactions covered by this Affiliate Agreement, Commissions or any other amount that may be due to the Affiliate under this Affiliate Agreement;

(b) accept each Self Billing Invoice issued by VIP GLOBAL under this Affiliate Agreement;

6.11 The Affiliate agrees to notify VIP GLOBAL by email within 7 days from the date of issue of the Self Billing Invoice if there are any errors contained in the Self Billing Invoice and indicate the nature of its dispute.

6.12 The Affiliate shall indemnify on demand and hold VIP GLOBAL and/or the Betting Platform Provider harmless from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses and loss of profit, reasonable legal costs and expenses and liabilities suffered or incurred, directly or indirectly, by VIP GLOBAL and/or the Betting Platform Provider in consequence of any breach by the Affiliate of this Clause 6.

6.13 Acceptance of payment by the Affiliate shall be deemed to be full and final settlement of the Commission due for the period indicated.

6.14 Failure of the Affiliate to send an email as provided in Clause 6.11 within the prescribed time limit shall be deemed to be an irrevocable acknowledgment by the Affiliate of the sums stated in the Self Billing Invoice (including but not limited to the Commission due for the period indicated).

6.15 VIP GLOBAL shall be entitled to delay payment of any Commission to the Affiliate for up to 90 days for the purpose of investigating and verifying any breach of terms hereof or where it suspects a manifest error (whether caused by system error or otherwise) affecting data integrity.

6.16 No Commissions shall be payable by VIP GLOBAL following a breach of any term of these Terms & Conditions. The Affiliate’s eligibility to receive Commissions is subject to its continued promotion of the Betting Platform and the Betting Platform Services. VIP GLOBAL reserves the right to reduce the Commission percentages if the Affiliate is deemed by SBOTOP to be reducing its efforts to Introduce Potential Players. Any unauthorised suspension of the promotion of the Betting Platform and the Betting Platform Services by the Affiliate will be deemed as the Affiliate’s termination of this Affiliate Agreement.

6.17 After the initial 120 days of registering the Affiliate Account and the Affiliate selecting the Revenue Share Commission Plan, the Affiliate must have a minimum of 5 active wagering Players within a billable calendar month to be eligible for a Commission payment. Should this minimum requirement not be met, VIP GLOBAL reserves the right to reduce the Affiliate’s Commission percentage to 10% without prior notice. In the event that the Affiliate subsequently meets or exceeds the 5 minimum active wagering Player requirement, as of the date of the Affiliate’s re-instatement, the Affiliate shall be entitled to the Commission percentage under the original Revenue Share Commission Plan agreed on when registering the Affiliate Account.

6.18 The Affiliate agrees to repay all Commissions received based on fraudulent or falsified transactions or for Commissions received while in breach hereof, plus all costs for legal causes or actions that may be brought against Betting Platform Provider as a direct or indirect result of the actions or omissions of the Affiliate to the fullest extent of the law.

6.19 VIP GLOBAL may at any time or times, without notice to the Affiliate set off (legal and/or equitable set-off) any liability, debt and/or financial obligation/outstandings of the Affiliate to the Betting Platform Provider or VIP GLOBAL, including but not limited to any Commission that is of a negative amount under any commission plans offered by the Betting Platform Provider or VIP GLOBAL against any liability of the Betting Platform Provider or VIP GLOBAL to the Affiliate, whether any such liability is present or future, liquidated or unliquidated, due or payable under this Affiliate Agreement or not and irrespective of the currency of its denomination. If the liabilities to be set off are expressed in different currencies, the Betting Platform Provider may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Betting Platform Provider or VIP GLOBAL of its rights under this clause shall be without prejudice to any other rights or remedies available to it hereunder or otherwise.

6.20 The Affiliate agrees that in the event the selected currency of their choice is no longer supported and/or offered on the Affiliate Programme for whatsoever reason, VIP GLOBAL reserve the right to convert the account to an alternative currency that is supported by the Programme. Upon such conversion taking place, all payments/ remittance henceforth shall follow the new currency.

6.21 The Affiliate agrees that if a currency other than Singapore Dollar is selected, Commissions, Negative Carry-over Amounts and all other financial computations may be affected by currency rate fluctuations based on the Company’s internal currency exchange rates (which may differ from publicly traded Bank rates) applied at the point of payment and /or remittances.

7. Party Representatives

Throughout the Term, the Parties shall each nominate and maintain a representative, as the single point of contact between the Parties. Such a representative may be changed by the Party appointing him by giving written notice to the other Party. The representatives shall meet as regularly as may be agreed between the Parties.

8. Assignment

The Affiliate shall not assign or delegate all or any of its rights and obligations hereunder without VIP GLOBAL’s prior written consent.

9. Trademarks And Trade Names

Neither Party may use the names, service marks, trademarks, logos or other corporate identifications of the other Party, without the prior consent of the other Party, which may be given or withheld at the owning Party’s sole discretion.

10. Intellectual Property Rights

10.1 All Intellectual Property Rights shall remain the property of the Party devising, creating, first recording or owning the same and nothing herein shall be deemed to confer any assignment, right, title or licence of the Intellectual Property Rights of one Party to the other Party and nothing herein shall be deemed to restrict the rights of either Party to own, use, enjoy, licence, assign or transfer its own Intellectual Property Rights.

10.2 Nothing contained herein shall restrict the Betting Platform Provider’s or VIP GLOBAL’s use of configurations, ideas, concepts, know-how, methods or techniques developed as a result of its relationship with the Affiliate or otherwise hereunder.

11. Data Protection

11.1 The Parties shall, in the performance of their obligations hereunder, comply with all applicable statutes, regulations and orders and, in particular, shall comply with the requirements of the Data Protection Act 2002 and all regulations and orders made thereunder and shall obtain and maintain in force all applicable notifications and licences under such legislation.

11.2 The Affiliate:

(a) shall comply with any Applicable Data Protection Law when making each Introduction or processing any Personal Data and such compliance shall include, but not be limited to, maintaining a valid and up to date registration or notification (where applicable) under any Applicable Data Protection Law, to the extent required by applicable law;

(b) shall be solely responsible for any acts or omissions that cause the Betting Platform Provider or VIP GLOBAL to be in breach of any Applicable Data Protection Law;

(c) hereby undertakes that each Introduction will be made with the full consent and knowledge of the Introduced Party; and

11.3 If the Affiliate does not comply with the provisions of this clause, then VIP GLOBAL may treat such non-compliance as a Material Breach by the Affiliate.

12. Confidentiality

12.1 The Affiliate undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of VIP GLOBAL or the Betting Platform Provider or of any Associated Company thereto, except as permitted by Clause 12.2 or as otherwise required under this Affiliate Agreement.

12.2 The Affiliate may disclose VIP GLOBAL’s or the Betting Platform Provider’s Confidential Information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations hereunder. The Affiliate shall ensure that its employees, officers, representatives or advisers to whom it discloses the Confidential Information shall comply with this clause; and

(b) as may be required by law, court order or any governmental or regulatory authority.

12.3 The Affiliate shall only use the Confidential Information in order to perform its obligations hereunder.

12.4 If the Affiliate does not comply with the provisions of this clause, then VIP GLOBAL may treat such non-compliance as a Material Breach by the Affiliate.

13. Representations And Warranties

13.1 The Affiliate represents and warrants that:

(a) if the Affiliate is not an individual, then:

(i) it is a corporation validly organised and existing under the laws of the place of its incorporation;

(ii) it has full power and authority under its constitutional documents and the laws of the place of its incorporation to execute and deliver this Affiliate Agreement and to perform its obligations hereunder;

(iii) it has by proper action duly authorised the acceptance and acknowledgment of the terms of this Affiliate Agreement and, when validly accepted and acknowledged, this Affiliate Agreement shall constitute a legal, valid and binding agreement of the Affiliate enforceable in accordance with its terms; and

(iv) the acceptance and acknowledgment of the terms of this Affiliate Agreement and the consummation of the transactions contemplated therein and herein does not conflict with or constitute a breach or default under the terms and conditions of any other documents, agreements of other writings to which it is a party or its constitutional documents or the laws of the place of its incorporation;

(b) if the Affiliate is an individual, then he has full legal capacity in accordance with the laws of his jurisdiction of residence and operation of his business to agree to and enter into this Affiliate Agreement;

(c) it holds, and during the Term, it shall maintain and comply with all the necessary licences, certificates, authorisations, and consents required under the laws of all relevant jurisdictions in relation to the:

promotion, marketing and advertising of the Betting Platform Services; and

making of each Introduction to the Betting Platform Provider;

(d) it will keep itself well informed of the latest Prohibited Territories.

13.2 VIP GLOBAL represents and warrants that:

(a) it has full power and authority to execute and deliver on the terms and conditions in this Affiliate Agreement;

(b) it has by proper action duly authorised the acceptance and acknowledgment of the terms of this Affiliate Agreement and, when validly accepted and acknowledged, this Affiliate Agreement shall constitute legal, valid and binding agreement of the Betting Platform Provider enforceable in accordance with its terms; and

(c) the acceptance and acknowledgment of the terms of this Affiliate Agreement and the consummation of the transactions therein and herein contemplated does not conflict in any material respect with or constitute a material breach or material default under the terms and conditions of any other documents, agreements of other writings to which it is a party or constitutional documents and the laws of the Philippines.

14. General Indemnification

14.1 The Affiliate shall defend with counsel reasonably acceptable to VIP GLOBAL, shall hold harmless and indemnify VIP GLOBAL and the Betting Platform Provider, its Associated Companies and their employees, officers and directors, (the “Indemnified Party”) from and against, and shall assume liability for all actual and direct damages, costs and expenses (including without limitation all interest, penalties and reasonable attorneys’ fees and costs and other professional costs and expenses), proceedings whatsoever, howsoever arising, whether in contract, tort or otherwise, directly or indirectly, out of, or in the course of or in connection with:

(a) any injury, loss or damage to any person, tangible property or facilities of any third person or entity arising hereunder due to the negligence or wilful misconduct of the Affiliate, its employees, agents or contractors;

(b) any claims arising out of any violation by the Affiliate of any Prohibitive Gambling Legislation, any regulation, rule, statute or court order of any local, state, federal or foreign governmental agency, court or body in connection herewith or the use of any Betting Platform Services;

(d) the Affiliate’s use (or misuse) of VIP GLOBAL’s marketing materials;

(e) any defamatory, libellous or illegal material contained within any Affiliate Website or that may be communicated as part of any Marketing Activity; and

(f) any claim or contention that any Affiliate Website or Marketing Activity or the data or information contained therein infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity.

14.2 If any third party makes a claim against, or notifies an intention to make a claim against, the Indemnified Party or any of its Associated Companies which may reasonably be considered as likely to give rise to a liability under this indemnity (a “relevant claim”), the Indemnified Party shall and shall procure that any relevant Associated Company shall:

(a) as soon as reasonably practicable give written notice of that matter to the Affiliate, specifying in reasonable detail the nature of the relevant claim; and

(b) not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Affiliate (such consent not to be unreasonably conditioned, withheld or delayed).

14.3 This indemnity shall cover (but is not limited to) VIP GLOBAL’s and/or the Betting Platform Provider’s liability to third parties arising out of any Introduction and does not limit any further compensation rights of VIP GLOBAL or the Betting Platform Provider.

14.4 If a payment due from the Affiliate to VIP GLOBAL under this clause is subject to tax (whether by way of direct assessment or withholding at its source), then VIP GLOBAL shall be entitled to receive from such Party such amounts as will ensure that the net receipt, after tax, to VIP GLOBAL in respect of the payment is the same as it would have been were the payment not subject to tax.

14.5 The Affiliate expressly acknowledges and agrees that:

(a) the use of the Internet is at its own risk and that its entitlement to Commission is provided “as is” and “as available” without any warranties or conditions whatsoever, express or implied; and

(b) neither VIP GLOBAL nor the Betting Platform Provider:

(i) makes any guarantee regarding the availability of the Betting Platform Services to the Affiliate in order for Introductions to be made or otherwise or the availability of the Affiliate Program Website; and

(ii)shall be liable in any event to the Affiliate or any third parties for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of the Betting Platform Services or VIP GLOBAL’s compliance with its obligations hereunder or of the Affiliate Program Website

15. Limitation Of Liability

15.1 The total liability of VIP GLOBAL hereunder shall be as stated herein.

15.2 The annual aggregate liability of VIP GLOBAL to the Affiliate for any and all claims, losses, damages or expenses from any cause whatsoever shall be limited to the Commissions paid hereunder during the previous 12 months by VIP GLOBAL to the Affiliate.

15.3 VIP GLOBAL shall not be liable to the Affiliate for any incidental, special, consequential, or any other indirect loss or damage (including but not limited to lost profits or lost revenues or loss of data), nor for exemplary or punitive damages. These limitations of liability shall apply regardless of the form of action, whether in contract, delict, tort (including negligence), strict liability, or otherwise and regardless of whether either Party has been advised as to the possibility of such damages and losses.

15.4 This clause shall not apply in respect of any claims based on:

(a) death or injuries suffered by any individual; or

15.5 Each term of this clause, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

15.6 THE AFFILIATE ACKNOWLEDGES AND ACCEPTS THE LIMITATION ON VIP GLOBAL’S LIABILITY PROVIDED IN THIS CLAUSE 15. THE FACT THAT THE AFFILIATE WILL BE RESPONSIBLE FOR IDENTIFYING AND COMPLYING WITH ALL RELEVANT REGULATORY REQUIREMENTS IN RELATION TO EACH INTRODUCED PARTY IS REFLECTED IN THIS CLAUSE 15; IF THE PROPOSED LIMITATION ON LIABILITY OF VIP GLOBAL IS INSUFFICIENT FOR THE AFFILIATE’S POTENTIAL EXPOSURE, THEN THE AFFILIATE SHOULD OBTAIN RELEVANT INSURANCE COVER REGARDING SUCH POTENTIAL EXPOSURE. SIMILARLY, IF THE AFFILIATE IS NOT ABLE TO MEET ITS POTENTIAL LIABILITIES HEREUNDER, THEN IT SHOULD SEEK RELEVANT INSURANCE COVER.

16. Termination

16.1 Each of the following shall be an “Affiliate Event of Default”:

(a) any material breach of any term hereof by the Affiliate which cannot be remedied or which is not remedied to VIP GLOBAL’s reasonable satisfaction within 30 days of receipt of written notice from VIP GLOBAL requiring the Affiliate to do so;

(b) making by the Affiliate of an arrangement or composition with creditors or a general assignment for the benefit of creditors;

(c) the filing of an involuntary petition in bankruptcy or other insolvency protection against the Affiliate which is not dismissed within 90 days of its filing or which results in the issuance of an order for relief against the Affiliate;

(d) the appointment of a receiver, administrative receiver, liquidator or like person over the Affiliate or presentation of a resolution or petition to wind up the Affiliate (other than for the purpose of reconstruction or amalgamation) or if the Affiliate is no longer able to pay its debts as and when they become due;

(e) if the Affiliate no longer has full legal capacity in accordance with the laws of its jurisdiction of residence and operation of its business; and

(f) if the Affiliate no longer holds all the necessary licences, certificates, authorisations and consents required under the laws of all relevant jurisdictions in relation to the:

(i) promotion, marketing and advertising of the Betting Platform Services; and

(ii) making of each Introduction to the Betting Platform Provider.

16.2 If the Affiliate commits an Affiliate Event of Default, then VIP GLOBAL may:

(a) serve notice on the Affiliate terminating this Affiliate Agreement immediately or within such further period, not exceeding 60 days, as VIP GLOBAL provides for in the notice; and

(b) claim compensation from the Affiliate for all and any loss and damage suffered by VIP GLOBAL or the Betting Platform Provider, together with all reasonable legal costs incurred, as a result of the Affiliate Event of Default.

17. Termination By Notice

17.1 VIP GLOBAL shall be entitled to terminate this Affiliate Agreement by providing 30 days written notice to the Affiliate.

17.2 The Affiliate shall be entitled to terminate this Affiliate Agreement on any anniversary of the Commencement Date by giving VIP GLOBAL 3 month’s prior written notice of its intention to terminate.

18. Termination On Default

VIP GLOBAL may terminate the Affiliate Agreement upon the occurrence of an Affiliate Event of Default.

19. Consequences Of Termination

19.1 If this Affiliate Agreement is terminated by VIP GLOBAL at any time, then the Affiliate will immediately forfeit any right to any unpaid Commissions from the date that notice of termination is served by VIP GLOBAL on the Affiliate.

19.2 Other than as provided in Clause 19.1 above, no termination or expiration of this Affiliate Agreement shall affect the rights or obligations of any Party hereto with respect to any then-existing defaults or any right or obligation that expressly survives termination or expiration of this Affiliate Agreement.

19.3 The Affiliate hereby agrees that on termination hereof for any reason whatsoever:

(a) the Affiliate must remove all references to VIP GLOBAL or the Betting Platform Provider or the Betting Platform Services from any Affiliate Website and any Marketing Activities, irrespective of whether the communications are commercial or otherwise;

(b) all rights granted to the Affiliate hereunder shall immediately terminate, and the Affiliate will cease the use of any trademarks, service marks, logos and other designations vested in VIP GLOBAL or the Betting Platform Provider;

(c) except as provided in Clause 19.1, the Affiliate will be entitled to those earned and unpaid Commissions as of the effective date of termination, however provided, that VIP GLOBAL may withhold the Affiliate’s final payment of Commission for a reasonable time to ensure that the correct amount is paid and the Affiliate will not be eligible to earn or receive Commissions after this date; and

(d) the Affiliate must return to VIP GLOBAL any and all Confidential Information (and all copies and derivations thereof) in the Affiliate’s possession, custody and control.

20. Effect Of Termination

20.1 The Parties shall continue to perform their obligations hereunder, notwithstanding the giving of any notice of default or notice of termination, until the termination of this Affiliate Agreement becomes effective in accordance with Clauses 16 or 17.

20.2 If either Party delays in acting upon a breach of this Affiliate Agreement that delay will not be regarded as a waiver of that breach. If either Party waives a breach of this Affiliate Agreement, then that waiver is limited to that particular breach.

21. Survival

The following clauses shall survive the termination of this Affiliate Agreement for any reason whatsoever:

(a) Clause 1 – Definitions and Interpretation;

(b) Clause 8 – Assignment;

(d) Clause 10 – Intellectual Property Rights;

(e) Clause 11 – Data Protection;

(f) Clause 12 – Confidentiality;

(g) Clause 13 – Representations and Warranties;

(h) Clause 14 – General Indemnification;

(i) Clause 15 – Limitation of Liability;

(j) Clause 30 – Third Party Rights; and

(k) Clause 31 – Governing Law and Jurisdiction.

22. Dispute Resolution

22.1 If any dispute, disagreement or claim arises between the Parties (hereinafter referred to as the “Dispute”) concerning this Affiliate Agreement or the interpretation hereof or the termination hereof, the Parties shall attempt to resolve the Dispute by negotiation. In such event and as and when the dispute arises, one Party may invite the other in writing to meet and to attempt to resolve the dispute within 7 days from date of the written invitation.

22.2 If the procedure as described in Clause 22.1 fails and the dispute remains unresolved within 14 days of the date of either Party’s written invitation to meet pursuant to Clause 22.1, then in such event the matter shall be referred to and finally resolved by arbitration under the Philippines Rules that are deemed to be incorporated by reference into this clause:

(a) the number of arbitrators shall be three;

(b) the seat, or legal place, of arbitration shall be Philippines;

(d) the governing law of this Affiliate Agreement shall be as provided in Clause 31.

22.3 Each Party shall bear its own costs in respect of dispute resolution and arbitration, save that, where arbitration takes place, the arbitrator may order otherwise.

22.4 The terms of this clause are without prejudice to either Party’s right to seek any form of injunctive relief from the courts where a Party deems it necessary to do so.

23. Force Majeure

23.1 Notwithstanding any other terms hereof, if due performance of this Affiliate Agreement by a Party is affected in whole or in part by reason of any event, omission, accident or other matter beyond the reasonable control of the Party claiming the benefit of this clause (“force majeure events”), the Party claiming the benefit of this clause shall give prompt notice to the other Party and thereafter shall be under no liability for any loss, damage, injury or expense of whatever kind and howsoever caused, suffered by the other Party to the extent due to the said event, omission, accident or other matter. The Party claiming the benefit of this clause shall use all reasonable efforts to avoid or overcome the causes affecting performance as soon as it able to do so. The force majeure events shall not include events, omissions, accidents or other matters caused by the act, neglect or omission of the Party claiming the benefit of this clause or its representatives, employees, sub-contractors, partners or agents. Furthermore, for the purposes of this clause, force majeure events shall include but not be limited to an act of God, war, fire, flood, explosion, failure of public utilities or civil commotion, or other circumstances beyond a party’s reasonably control including the introduction of Prohibitive Gaming Legislation by any relevant government or other national body or national authority or any failure of any element of the Internet anywhere in the world.

23.2 The Party otherwise in default shall take and continue to take all reasonable steps to circumvent and mitigate the effect of such event and to reduce any delay in the performance of such obligation.

24. Notices

24.1 Any notice or other communication required to be given under or in relation to this Affiliate Agreement, shall be in writing and shall be delivered by email or personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to the Affiliates email address or to the address set out in the Affiliate Application Form if the notice or communication is for the Affiliate and shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to 24^th Floor, Burgundy Corporate Tower, Sen. Gil Puyat Avenue, Makati City, Philippines if the notice or communication is for VIP GLOBAL or as otherwise specified by the relevant Party by notice in writing to the other Party.

24.2 Any notice or other communication shall be deemed to have been duly received:

(a) if delivered by email, at the time and date when the email message has been logged in VIP GLOBAL’s email server as being sent;

(b) if delivered personally, when left at the address and for the contact referred to in this clause;

(c) if sent by pre-paid first class post or recorded delivery, at 10.00 am (local time of the receiving Party) on the third business day after posting; or

(d) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

24.3 Unless otherwise stated in this Agreement, a notice or other communication (other than notices or communications from VIP GLOBAL to the Affiliates) required to be given hereunder shall not be validly given if sent by e-mail or by facsimile.

24.4 The terms of this clause shall not apply to the service of any proceedings or other documents in any legal action on the Affiliate or in relation to the sending of emails to either Party’s email addresses regarding payment issues.

25. Announcements

Neither Party may publicise or disclose the contents hereof or its existence without the prior written consent of the other Party first having been received, provided that either Party may disclose part or all of the said contents to its professional advisors as reasonably necessary.

26. No Waiver

No waiver or abandonment by either Party of any of its rights imposed hereunder, shall be binding on that Party, unless such waiver or abandonment is in writing and signed by the waiving Party, and any such waiver or abandonment shall be effective only in the specific instance and for the purpose given. Subject to the foregoing sentence, any failure or delay by either Party hereto in exercising any right, power or privilege hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

27. Entire Agreement

27.1 This Affiliate Agreement and any documents referred to herein constitute the whole and entire agreement between the Parties with regard to the issues referred to herein and such documents supersede all previous written or oral agreements, representations or warranties between the Parties relating thereto.

27.2 The Parties acknowledge and agree that they have not been induced to enter into this Affiliate Agreement by any representation, warranty or other assurance not expressly incorporated therein.

27.3 These Affiliate Terms & Condition, as published in English from time to time, govern this agreement. Translations into other languages are made as a service and are made in good faith. In the event of ambiguity between the English version and a translation, the English version prevails over any translation.

28. Independent Contractors

The Parties shall act as independent contractors for all purposes hereunder. Nothing contained herein shall be deemed to constitute either Party as an agent or representative of the other Party, or the Parties as joint venture partners or partners for any purpose. Save as expressly stated herein to the contrary, neither Party shall be responsible for the acts or omissions of the other Party, and neither Party will have authority to speak for, represent or obligate the other Party in any way without the prior written approval of the other Party.

29. Severability

If any term hereof shall be held to be illegal or unenforceable, such term shall be deemed separate and divisible from and shall in no way affect or impair the validity or enforceability of, the remaining terms.

30. Third Party Rights

30.1 Except as provided in clause 30.2 in relation to the Betting Platform Provider, any other person who is not a party hereto has no right under any applicable law or statute to rely upon or enforce any term hereof.

30.2 The Affiliate hereby accepts that although the Betting Platform Provider is not a party hereto, VIP GLOBAL shall be entitled to enforce any term hereof on behalf of the Betting Platform Provider.

31. Governing Law And Jurisdiction

This Affiliate Agreement shall be governed and construed in accordance with the laws of the Philippines and each Party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of the Philippines.