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FIRSTBET PARTNERS AFFILIATE PROGRAMME – TERMS AND CONDITIONS

Welcome to the FirstBet Partners Affiliate Programme (herewith our "Affiliate Programme"). Our Affiliate Programme is operated by Banzostar (Pty) Ltd trading as FirstBet, a bookmaker licensed by the Western Cape Gambling and Racing Board with license number 10185107 and the Eastern Cape Gambling Board with license number ECBM 058.

These terms and conditions (“our Terms”) constitute a binding contract between FirstBet) (“the Bookmaker” or “us” or “we” or “our”) and you (“Affiliate” or “you” or “your”) as a participant in our Affiliate Programme, with effect from the date of our acceptance in writing of your application to become registered as a participant in our Affiliate Programme. The terms of this contract shall regulate your participation in our Affiliate Programme as an Affiliate in respect of the FirstBet brand with effect from such acceptance date. It is therefore essential that you read these Terms fully and ensure that you have understood and agree to be bound by them in all respects before joining our Affiliate Programme.

These Terms and Conditions may be changed from time to time by FirstBet and it is your responsibility to ensure that you monitor and remain familiar with any such changes. Every revised version of these Terms will be posted on the Website at this link https://dashboard.firstbet.co.za/. once it has been approved. It is recommended that you make a note of the Version Number of these Terms (which will be updated on the Website) on an ongoing basis, so that, when the Version Number changes, you will know that these Terms have changed. In such cases, it will be your responsibility to ensure that you are familiar with, and accept, any such new version.

Your continued participation in our Affiliate Programme after we have published an updated and/or amended version of our affiliate agreement terms shall constitute your express agreement to be bound by such updated and/or amended version of our affiliate agreement terms, and your only remedy in respect of such updated and/or amended version of our affiliate agreement terms shall be to terminate your participation in our Affiliate Programme.

No claim by you that Firstbet has agreed to or permitted any variation or addition to, or any departure from, cancellation or inoperability of these Terms, shall be of any force or effect unless any such variation, addition, departure, cancellation or inoperability has been reduced to writing and signed by a duly authorised representative of Firstbet.

No failure or delay by Firstbet to exercise any right under or pursuant to these Affiliate Terms will operate as a waiver of that right, nor will any single or partial exercise of any right under these Terms preclude any further or other exercise of that right (whether partially or in full) nor act to the exclusion of any other right.

By participating in our Affiliate Programme, you represent, warrant and agree that you will comply with all prevailing statutes, regulations and rules, as amended or replaced from time to time (“the applicable laws”), in relation to your activities as an Affiliate. We are not responsible for any illegal or unauthorised use of our product offering or services. By accepting these Terms, you agree to cooperate with us to ensure ongoing compliance with the applicable laws.

If you have any questions or concerns about these Affiliate Terms or our Affiliate Programme, please send an email to: affiliates@firstbet.co.za.

CONTENTS

1. Interpretation and Definitions

2. Introduction to Our Affiliate Programme

3. Application to Join Our Affiliate Programme

4. Our Marketing Materials

5. Our Marketing Policies

6. New Customers and New Customer Betting Activity Tracking

7. Commission and Payment

8. Termination

9. Disclaimer

10. Limitation of Liability

11. Indemnity

12. Warranties

13. Acknowledgements

14. Confidentiality

15. General

1. INTERPRETATION AND DEFINITIONS

In our Affiliate Terms, unless the context otherwise indicates:

“the Act/s” means collectively or individually where applicable, and as the context requires, the Western Cape Gambling and Racing Act, No. 4 of 1996 and the Eastern Cape Gambling and Betting Act, No. 5 of 1997;

“Adjusted Bets” means any bet in respect of which the material particulars, as reflected on the betting slip or equivalent transactional record generated at the time that such bet was struck, are adjusted before or after the finalisation of the event on which such bet was struck, whether as a result of –

(a) the cancellation of the bet, if the Bookmaker’s Terms and Conditions permit this;

(b) a unilateral or mutual error, including but not limited to the erroneous misstatement of the odds;

(c) the occurrence of circumstances in which the Bookmaker’s Terms and Conditions permit or mandate such an adjustment, or

(d) the early cash out of a multiple bet by a ARC, if so permitted by the Bookmaker’s Terms and Conditions, and agreed to by the Bookmaker;

“Affiliate” means a natural or juristic person whose application to become registered as a participant in our Affiliate Programme has been approved and accepted by us, and who has been and remains registered as an approved participant inour Affiliate Programme;

“Affiliate Account” means the unique account with the Bookmaker linked to an Affiliate once such Affiliate has been successfully registered as an approved participant in our Affiliate Programme, which Affiliate Account for a specific Affiliate is identified by the Affiliate ID, and is used to track and record all New Customer referrals made by such Affiliate, together with the betting activities of such New Customers so referred, and to record any Commission earned by such Affiliate pursuant to our Affiliate Programme;

“Affiliate ID” means the unique identifying number or other mechanism assigned to the Affiliate by the Bookmaker for the purpose of setting up the Affiliate Account, linking ARCs referred to the Bookmaker by the Affiliate to the Affiliate, and monitoring Approved AMS performed by the Affiliate;

"Affiliate Link/s" means the Internet hyperlink/s of an Affiliate (incorporating their Affiliate ID), which are used by such Affiliate as a direct link from their Affiliate Site/s, or any another third‑party website/s, to the Bookmaker Site;

“Affiliate Portal” means the digital platform operated by a Bookmaker to which Affiliates will be granted “read only” access for the purpose of drawing reports pertaining to their Affiliate Account, including New Customer activities and the calculation of Commissions payable;

“Affiliate Site/s” means any website, Twitter/X, Facebook, YouTube, Instagram or other permitted digital platform or social media profile/handle (specifically including any WAP, mobile, tablet or comparable version thereof) owned and/or operated by an Affiliate, and for the purposes of our Affiliate Terms, utilised by such Affiliate for the purposes of generating online traffic and customer referrals, via such Affiliate Link/s, to our Bookmaker Site/s;

“Applicable Taxes” means any and all taxation, levy or similar mandatory payment (including gaming taxes and VAT) levied or charged on revenue, turnover, deposits or similar metrics driven by customer activity or activity volume, calculated at the prevailing rate/s;

“Approved AMS” means the lawful marketing services to be performed by an Affiliate pursuant to our Affiliate Programme, using the Marketing Materials, and in strict compliance with our Affiliate Terms, for the purposes of referring potential customers to our Bookmaker Site/s with the result that they sign up as an ARC on such Bookmaker Site/s;

“ARC” or “Affiliate-referred Client” means a natural person of at least 18 years of age who can be shown to have been referred to a Bookmaker Site by the Affiliate, and who –

(i) can be linked to the Affiliate’s Affiliate ID,

(ii) is eligible to open a betting account with the Bookmaker;

(iii) has not previously held a betting account with the Bookmaker;

(iv) successfully opens such an account with the Bookmaker;

(v) makes a FTD into such betting account in an amount which is not less than the minimum deposit amount set by the Bookmaker on the Bookmaker Site/s, and

(vi) uses the FTD funds so deposited to conduct betting on the Bookmaker Site/s,

but shall exclude the Affiliate him/herself and any employees, family members or business associates of the Affiliate;

“Board/s” means collectively or individually where applicable, and as the context requires, the Western Cape Gambling and Racing Board and the Eastern Cape Gambling Board;

“Bookmaker Marks” means any trademarks owned by the Bookmaker or any of its associated companies, businesses or licensors;

“Bookmaker Marketing Portal” means any website or digital platform operated by the Bookmaker, by way of which the Bookmaker makes Marketing Materials available to the Affiliate to enable the Affiliate to perform the Approved AMS contemplated in this Agreement;

“Bookmaker Site/s” means any website, social media and/or other digital platform or device applications owned by, licensed to, and/or operated, powered or made available by, the Bookmaker for the conduct of its licensed bookmaking operations, by means of which the Bookmaker makes Marketing Materials available to the Affiliate via the Bookmaker Marketing Portal;

“Business Day” means any day other than a Saturday, Sunday or Public Holiday officially recognised as such in South Africa;

“Chargeback” means the reversal of charges in relation to a credit card or purchase transaction whether effected by a customer, a credit card-issuing bank or any other third-party payment solution provider;

“Commission” means –

(i) the Monthly commission payable by the Bookmaker to the Affiliate in terms of our Affiliate Programme as a result of the performance of the Approved AMS, calculated as a percentage (as detailed in the applicable Commission Structure) of the aggregate Commissionable Revenue earned by us during such Month from all ARCs who were referred to us by the Affiliate and who are linked to the Affiliate Account of the Affiliate at the relevant time, and

(ii) any other form of remuneration offered by us to an Affiliate in terms of our Affiliate Programme, including any remuneration that may be payable in terms of a CPA Deal or other basis as may be detailed in the applicable Commission Structure from time to time;

“Commissionable Revenue”, as generated in respect of any ARC during any specific period, means the Gross Gaming Revenue earned by the Bookmaker from such ARC, less the monetary amount or value of the following costs, expenses and financial, fiscal, and related obligations arising, incurred, implemented and/or satisfied in respect of such ARC during the period concerned, wherever applicable:

(a) all Applicable Taxes payable in respect of such Gross Gaming Revenue;

(b) any and all Deductible Costs;

(d) any and all cancelled bets;

(e) any and all Customer Bonuses, less any cancelled Customer Bonus/es;

(f) any and all Non-cash Items;

(g) any and all bad debts owing by such ARC;

(h) any and all monetary loss or damage suffered by the Bookmaker, which is attributable to, or resulting from, any Fraudulent Activity, and

(i) any and all Adjusted Bets.

“Commission Structure/s” means the applicable structure/s in place in respect of our brands and/or Bookmaker Site/s from time to time, used for the purposes of calculating the amount of Commission payable to Affiliates participating in our Affiliate Programme in respect of such brands and/or Bookmaker Site/s, as may be determined and updated by us from time to time in our sole discretion, and/or any other Commission structure/s which may have been expressly agreed upon in writing between us and a specific Affiliate at any time, or from time to time;

“Confidential Information” means any information of whatever nature, which has been, or may be, provided by the Bookmaker to the Affiliate in connection with our Affiliate Programme, whether oral, in writing, or in electronic form, including, without limitation, business or financial data, know-how, processes, reports, customer lists, price lists, Commission payment reports, and any other materials containing, reflecting, or generated from any such information;

“Consumer Protection Act” means the Consumer Protection Act, No. 68 of 2008;

“CPA Deal” means a ‘Cost-Per Acquisition’ deal, whereby the Bookmaker pays an Affiliate a once‑off fixed amount for each ARC referred;

“Customer Bonuses” means any free credits or cash given or complimentary offers made to an ARC by the Bookmaker, which are credited to the betting account of such ARC with the Bookmaker;

“Deductible Costs” means any third party costs incurred by the Bookmaker in connection with the operation of the Bookmaker Site/s which are attributable to the activity of any ARC, including, but not limited to, any payment processing charges, licence fees, royalties, and other applicable third party payments including (but not limited to) payments made by the Bookmaker to third parties in respect of the costs of software and brands in respect of the FirstBet Site;

“Default Commission Structure” means the Commission Structure applicable to all Affiliates by default (subject at all times to the provisions of clause 7.7), unless otherwise agreed upon in writing, being:

FTDs from 0 - 9 -> 20%

FTDs from 10 - 49 -> 25%

FTDs from 50 - 199 -> 30%

FTDs from 200 - 499 -> 35%

FTDs of 500 + -> 40%

WHERE:

(1) the aggregate Commissionable Revenue in any Month (to be used for an Affiliate’s Commission calculation in respect of such Month) shall be the Commissionable Revenue earned by the Bookmaker during such Month from all ARCs who were referred to the Bookmaker Site/s by such Affiliate, and who are linked to such Affiliate via their Affiliate ID. (This aggregate Commissionable Revenue may be a negative amount/net loss.)

(2) if the aggregate Commissionable Revenue in any Month is a negative amount, zero Commission will be payable to the Affiliate in that Month.

(3) We operate a ‘no negative carryover’ policy, and as such, the aggregate negative Commissionable Revenue amount/loss in any Month will not be carried over into the following Month, unless one or more of the ARCs qualifies as a High Roller.

(4) Subject to (5) below, if an ARC qualifies as a High Roller, the aggregate negative Commissionable Revenue amount/loss in that Month generated by that High Roller will be carried forward into the following Month to be offset against future Commissionable Revenue generated by that High Roller.

(5) The negative balance carried forward for a High Roller cannot be greater than the total aggregate negative Commissionable Revenue for the Affiliate, for that month.

(6) If there is more than one High Roller, the negative balance carried forward will be split proportionally between them based on the value of the negative Commissionable Revenue generated by each High Roller as a percentage of the total negative Commissionable Revenue generated by all High Rollers.

(7) The negative balance of a High Roller will be reduced by future positive Commissionable Revenue generated by such High Roller in subsequent months.

We reserve the right to review the commission percentages and number of FTD’s, coupled with actual betting activity conducted on our Bookmaker Site/s in respect of such FTD, set out in our Default Commission Structure from time to time, and the Default Commission Structure recorded in our Affiliate Terms may be amended by us at any time in our sole discretion. Your only remedy in the case of such amendment shall be to terminate your participation in our Affiliate Programme.

“ECGB” means the Eastern Cape Gambling Board established in terms of Eastern Cape Gambling Act;

“Fraudulent Activity” means any misrepresentation, dishonest or deceptive act or omission which, in the reasonable assessment of the Bookmaker, is unlawfully performed or permitted in order to secure a real or potential benefit or advantage (to the cost or at the expense of, the Bookmaker) which would otherwise be undue, and includes, without limitation, fraudulent credit card transactions, Chargebacks, false or automated account creation and any collusion or cheating by an Affiliate or an ARC;

“FTD” or “First Time Deposit” means the very first cash deposit made by an ARC into his/her betting account with the Bookmaker on any of the Bookmaker’s Site/s so as to fund such betting account for the first time, it being expressly recorded that a FTD is only capable of occurring on one occasion during the lifetime of any ARC;

“Gross Gaming Revenue” means, in respect of any particular ARC during any specific period, the aggregate gross revenue (exclusive of VAT) which is earned by the Bookmaker from all settled bets placed by such ARC with the Bookmaker during the period concerned, less the total amount paid out to such ARC by the Bookmaker in winnings during the same period;

“High Roller” means an ARC referred by an Affiliate, in cases where the following criteria are met:

(a) Such ARC generates a negative Commissionable Revenue of R30,000.00 or greater in that Month, and

(b) the aggregate earnings in that Month for such Affiliate is negative R5,000.00 or greater;

“Know-how” means confidential industrial and technical information and techniques in any form (including paper, electronically stored data, magnetic media, film, and microfilm) including (without limiting the foregoing) drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, specifications, tables, and procedures;

“KPI’s” means the specific key performance indicators applicable to a particular Affiliate from time to time which have been set by the Bookmaker in respect of such Affiliate, and which are required to be met by such Affiliate each and every Month for so long as such Affiliate remains a participant in our Affiliate Programme (having regard to the termination provisions applicable from time to time), as set out in the Affiliate’s KPI Document;

“KPI Document” means the written document prepared by the Bookmaker, and accepted in writing by the Affiliate, setting out an Affiliate’s agreed KPI’s from time to time;

“Licence/s” means the applicable bookmaker licence/s issued to the Bookmaker by the applicable Board/s, authorising the Bookmaker to conduct its online bookmaker business via the Bookmaker Site/s;

“Marketing Materials” means banners, URLs, text, graphics and/or any other promotional materials made available to the Affiliate by the Bookmaker for marketing purposes through the Bookmaker Marketing Portal;

“Month” means a calendar month;

“Non-cash Items” means any other costs incurred by the Bookmaker to maintain the loyalty of an ARC, including, but not limited to, sports tickets or other complimentary gifts;

“our Affiliate Programme” means the affiliate programme operated by the Bookmaker in terms of our Affiliate Terms, pursuant to which natural and/or juristic persons approved by the Bookmaker, are authorised to provide Approved AMS in exchange for the payment of Commission, where applicable;

“Parties” means the Bookmaker and the Affiliate, and “Party” shall mean either one of them as the context may indicate;

“POPIA” means the Protection of Personal Information Act, No. 4 of 2013;

“Prohibited Site” means any website, forum, social media platform or other communications medium of any nature on which it is unlawful to advertise gambling, betting, or any related activities;

“Proprietary Information” means all Customer Information, customer data, concepts, business and technical data, web designs, Programs, methodology, specifications, strategies, inventions, know how, licenses, marketing plans, prototypes, software, systems, strategies, and any APIs which are owned or lawfully licensed to either Party, utilised for the purposes of either Party carrying out its obligations;

“Spam” means unsolicited messaging by way of e-mail, SMS, or other communication, which is sent indiscriminately to one or more mailing lists, individuals, fora, or newsgroups;

“Territory” means the Republic of South Africa;

“Tracking Code” means a code used to link an ARC to the Affiliate ID assigned to the Affiliate by whom/which such ARC has been successfully referred to the Bookmaker;

“Unsuitable Site” means any website, forum, social media platform or other communications medium of any nature, which –

(a) is aimed at children;

(b) is intended to appeal to minors;

(d) advocates or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

(e) advocates or promotes any form of illegal activity;

(f) violates the rights of privacy of any person;

(g) is obscene or contains explicit sexual content;

(h) contains or promotes any unlawful behaviour or content;

(i) contains or provides links to malicious or harmful software, keyloggers, trojans, viruses or malware, or

(j) if associated with the Bookmaker, whether by way of reference or in any other manner, is of such a nature as to bring the business and/or the reputation and/or the brand of the Bookmaker into disrepute;

“VAT” means value-added tax levied in terms of the VAT Act;

“VAT Act” means the Value-Added Tax Act, 89 of 1991, as amended;;

“WCGRB” means the Western Cape Gambling and Racing Board established in terms of the Western Cape Gambling and Racing Act; and

“Western Cape Gambling and Racing Act” means the Western Cape Gambling and Racing Act, Act 4 of 1996, as amended.

1.1.. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include females and words importing persons shall include partnerships and bodies corporate.

1.2. The headings to the paragraphs of our Affiliate Terms are inserted for reference purposes only and shall not affect the interpretation of any of the provisions to which they relate.

1.5. When any number of Business Days is prescribed in our Affiliate Terms, same shall be reckoned exclusively of the first and inclusively of the last Business Day.

1.4. Should the day for the performance of any obligation in terms of our Affiliate Terms fall on a day which is not a Business Day, then such obligation shall be performed on the next day which is a Business Day.

1.5. Any provision of our Affiliate Terms that contemplates performance or observance subsequent to any termination or expiration of the Affiliate’s participation in our Affiliate Programme shall survive such termination or expiration and continue in full force and effect.

1.6. Any reference in our Affiliate Terms to legislation is to such legislation, together with any regulations and rules promulgated or passed in terms thereof and as amended and/or re-enacted and/or consolidated and/or replaced from time to time.

2. INTRODUCTION TO OUR AFFILIATE PROGRAMME

2.1. The Bookmaker holds the necessary Licence/s authorising the Bookmaker to conduct the business of a bookmaker, pursuant to which Licence/s, all or a portion of such bookmaking business/es are conducted online.

2.2. The competitive nature of the online betting market requires that we have in place as wide a variety of platforms and/or channels and/or mechanisms by way of which its product can be brought directly to the attention of potential customers so as to procure the establishment of business relationships with new customers in an efficient and lawful manner.

2.3. Through the day-to-day conduct of their business and related activities in the online environment, Affiliates are in a position to market our online bookmaker business to their database/s of persons, and to refer potential customers to the Bookmaker Site/s, using their Affiliate Link/s.

2.4. Our Affiliate Terms record the binding contractual agreement between the Bookmaker and an Affiliate as a registered participant in our Affiliate Programme.

3. APPLICATION TO JOIN OUR AFFILIATE PROGRAMME

3.1. You are required to complete the Affiliate Application Form on https://dashboard.firstbet.co.za/account/register. and to submit all applicable supporting documentation referred to in 3.2 below, in order to apply to be registered to participate as an Affiliate in our Affiliate Programme.

3.2. The following supporting documentation is required to be submitted to the Bookmaker together with your duly completed Affiliate Application Form:

(a) Individual Applicants:

· Proof of identity: copy of a valid identity document with a clear photograph, such as a current and valid Passport, Driver’s Licence or Identity Card.

· Proof of address: copy of a household utility/municipal bill or a bank or savings account statement which is not older than three (3) months.

· Proof of bank account details for Commission payments: the following details are required to be verified by your bank on your bank's letterhead: your Full Name and Surname, your address and your bank account number. The statement / bank verification cannot be older than 3 months and must bear the stamp of the bank.

(b) Corporate Applicants:

· Full name of company and company registration number, together with a copy of the company’s certificate of incorporation and its latest CoR39 reflecting the identities of its directors.

· Copies of valid identity documents for each of the company's directors with a clear photograph such as a valid Passport, Driver’s Licence or Identity Card.

· Proof of bank account details for Commission payments: the following details are required to be verified by your bank on your bank's letterhead: the company’s name and registration number, the company’s address and its bank account number. The statement / bank verification cannot be older than 3 months and must bear the stamp of the bank.

In addition to the above, you must provide your VAT number together with a copy of your VAT Registration Certificate.

Acceptable Documentation:

a. Documents must be fully legible and high resolution.

b. Expired documents will not be accepted.

c. Documents in languages other than English may be accepted in the sole discretion of the Bookmaker.

d. Documents must be uploaded together with your duly completed Affiliate Application Form.

3.3 By submitting your application to be registered to participate as an Affiliate in our Affiliate Programme, you represent, warrant and undertake to us that:

(a) the information and supporting documentation provided with your Affiliate Application Form is correct and up to date in all respects, and further that you will update such information and supporting documentation on an ongoing basis in order to ensure that it continues to remain correct and up-to-date, and to comply in all respects with the requirements of our Affiliate Programme and our Affiliate Terms;

(b) you have not previously registered as an Affiliate of our Affiliate Programme (only one Affiliate Account is permitted per person);

(c) you are at least 18 years of age, legally capable of entering into a binding contract, and you are not aware of any legal, commercial, contractual or other restriction preventing you from participating in our Affiliate Programme in accordance with our Affiliate Terms; and

(d) in the event that you are registering on behalf of a company, that you have the full right, power and authority to act on behalf of the company and to bind it to our Affiliate Terms;

(e) the manner of your participation in our Affiliate Programme will in no way be capable of being construed as targeting individuals under 18 years of age.

3.4 You undertake to us that if at any time during your participation in our Affiliate Programme, an event occurs which may cause any of the above representations and/or warranties to become false, or which may prevent you from wholly fulfilling your obligations in accordance with our Affiliate Terms, you shall promptly notify your Affiliate account manager, and we shall be entitled to terminate your participation in our Affiliate Programme immediately, without being required to make any further payments to you.

3.5 We reserve the right to reject your application to participate as an Affiliate in our Affiliate Programme, in our sole and absolute discretion, without having to provide you with reasons for such rejection, and you shall have no claim of any nature whatsoever arising out of such rejection.

3.6 Your application to participate as an Affiliate of our Affiliate Programme is subject at all times to:

(a) your acceptance in writing of the Commission Structure set for you by the Bookmaker, to the extent that such Commission Structure differs in any way from the Default Commission Structure then in place;

(b) your acceptance in writing of the KPI’s set for you by the Bookmaker, all as detailed in your KPI Document; and

(c) the approval by the applicable Board/s of your suitability to act as an Affiliate and to provide the Approved AMS contemplated by our Affiliate Terms. Should any of the applicable Board/s find that you are not suitable to act as an Affiliate or to provide the Approved AMS contemplated by our Affiliate Terms for any reason whatsoever, we will reject your application, and you will not be registered as a participant in our Affiliate Programme.

3.7 If approved by the applicable Board/s, and you become registered as an Affiliate in our sole discretion, should any one of these applicable Board/s subsequently require us to terminate your registration as a participant of our Affiliate Programme at any time for any reason whatsoever, we shall immediately terminate your participation, without being required to make any further payments to you.

3.8 Save as may otherwise be agreed upon in writing as contemplated in clause 3.6(a), upon your registration as an Affiliate, we will place you on the Default Commission Structure defined in our Affiliate Terms, and subject to the continued achievement of your KPI’s, you will earn a Monthly Commission calculated with reference to the applicable tier/level therein that you fit into for such Month.

4 OUR MARKETING MATERIALS

4.1 Once registered as an Affiliate, and provided that you continue to comply in all respects with our Affiliate Terms and the applicable suitability requirements of the applicable Board/s, we will, subject to our Affiliate Terms, grant you a non‑exclusive, non-transferable, revocable, limited right and licence to distribute the Marketing Materials on the Affiliate Site/s for the sole purpose of referring potential customers to the Bookmaker Site/s in return for Commission. You may not use or distribute the Marketing Materials for any other purpose without our express prior written approval in our sole and absolute discretion.

4.2 All Marketing Material will be made available to the Affiliate through the Bookmaker Marketing Portal and may be updated by us from time to time. In this regard, you hereby agree and undertake –

(a) to check the Bookmaker Marketing Portal for updated Marketing Material on a regular basis;

(b) to use only the current versions of the Marketing Material as it appears on the Bookmaker Marketing Portal at the time of such use;

(c) forthwith to discontinue the use of any Marketing Material which is out of date or no longer available on the Bookmaker Marketing Portal;

(d) not to modify any of the Marketing Material in any manner whatsoever, and

(e) not to market or promote the Bookmaker using any materials not provided via the Marketing Portal or approved in advance and in writing by the Bookmaker.

4.3 In the event that we designate any Marketing Materials as being subject to particular restrictions (for example, campaign start/end dates, specific target market(s) and the like), you undertake and agree that you will only use the Marketing Materials in accordance with such restrictions.

5. OUR MARKETING POLICIES

5.1 Your provision of the Approved AMS shall comply strictly with the marketing policies, standards, restrictions and guidelines applicable to the provision of marketing activities in connection with our Affiliate Programme as set out in our Affiliate Terms, and as may be otherwise notified to you by the Bookmaker in writing from time to time.

5.2 You shall –

(a) ensure that all marketing activities undertaken by you in connection with our Affiliate Programme are lawful and performed in strict accordance with our Affiliate Terms and the relevant requirements of the applicable Act/s and the applicable Board/s;

(b) ensure strict compliance with all relevant requirements of the Consumer Protection Act and POPIA in relation to the performance of Approved AMS and to all your engagements with prospective customers and ARCs, and

(c) provide prompt assistance and full cooperation in connection with any requests made by the Bookmaker pursuant to any provision of our Affiliate Terms.

5.3 You shall not –

(a) conduct any activities having any direct or indirect bearing on our Affiliate Programme with or in connection with any Unsuitable Site or Prohibited Site;

(b) advertise, market, or promote our business or any of our brands on any copyright-infringing sites, including, without limitation, file sharing and streaming sites;

(c) purchase or register keywords search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service or other search or referral service and which are identical or similar to any Bookmaker Marks or otherwise include such Bookmaker Marks or variations thereof, or include metatag keywords on the Affiliate Site/s which are identical or similar to any of the Bookmaker Marks;

(d) register (or apply to register) any trademark or domain name or any similar trademark or domain name which is the same as or similar to any of the Bookmaker Marks, or any domain name or brand used by or registered in the name of the Bookmaker, or any other name that could be understood to designate the Bookmaker and/or any of our brands;

(e) in relation to the Affiliate Site/s, copy the look and feel of any of our Bookmaker Site/s or design or present the Affiliate Site/s in such a manner as to cause the impression that any sites or landing pages used by the Affiliate are owned, operated or affiliated with the Bookmaker and/or any of our brands, or display any of the Bookmaker Marks, or logos, graphics, or other materials of the Bookmaker, other than the Marketing Materials, on the Affiliate Site/s; it being explicitly acknowledged that the Bookmaker shall be entitled–

(i) to review the marketing activities of the Affiliate at any time;

(ii) to approve or to reject marketing methods used by the Affiliate and the Affiliate Site/s in its sole discretion;

(iii) to demand the immediate takedown or modification of any materials displayed or distributed by the Affiliate, and

(iv) to demand the cessation of any or all marketing activity in connection with our Affiliate Programme and/or the Bookmaker and/or any aspect of its business, at any time;

(f) undertake any action which may have a detrimental impact on the ability of the Bookmaker to be qualified for or to hold or maintain any licence, permit or approval granted, or sought to be granted, by any competent authority;

(g) undertake or be involved in any conduct or omission which could reasonably be construed as creating an adverse or negative perception of the Bookmaker or our Affiliate Programme;

(h) market our business to any persons –

(i) under the age of 18 years;

(ii) listed on the register of excluded persons contemplated in section 14 of the National Gambling Act, No. 7 of 2004, to the extent that the national database of excluded persons is in place, but in any event to any person whom the Affiliate knows, or ought reasonably to be known, to have excluded themselves or applied to exclude themselves from participation in gambling activities;

(iii) outside of the Territory, or

(iv) located or resident in any territory or jurisdiction where gambling is illegal or where the promotion, marketing or advertising of gambling is illegal;

(i) perform or be party to any illegal act or Fraudulent Activity, in relation to our Affiliate Programme or otherwise;

(j) place the Affiliate Link/s anywhere else other than on the Affiliate Site/s, nor display data from the Affiliate Link/s via any electronically accessible medium other than the Affiliate Site/s without the express, prior written consent of the Bookmaker;

(k) send any marketing SMS, email or other communications relating to the Bookmaker and/or any aspect of its business without our prior written consent;

(l) use spam SMS’s, emails or other communications to undertake any activity contemplated in our Affiliate Terms; it being expressly acknowledged that any breach of this clause will entitle us –

(i) upon discovery thereof, immediately, and without notice to you, to terminate your participation in our Affiliate Programme and to withhold all earnings due to you from the date such activity first took place until the date of termination;

(ii) deduct the amount of any loss or damages incurred by us, from the amount of any Commission due to you under our Affiliate Programme;

(iii) to offset future Commission payments or pursue other alternative means for obtaining payment from you, and/or

(iv) to demand payment of any loss or damages referred to in sub-paragraph (ii) above directly from you;

(m) endorse or offer any bonuses or promotions, other than those specifically assigned and/or made available to you by the Bookmaker pursuant to its current Marketing Materials, it being expressly acknowledged that any breach of this clause will entitle us to deduct all revenues received in connection with such bonuses or promotions from the aggregate Commissionable Revenue used in the calculation of Commission payable to you in terms of our Affiliate Programme;

(n) without our prior written consent, assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-license or deal with our Affiliate Programme or any rights under our Affiliate Programme, or sub-contract any or all of your obligations under our Affiliate Programme or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee;

(o) himself/herself/itself sign up as an ARC, or to refer or attempt to refer to the Bookmaker as an ARC any employee, director or shareholder of the Affiliate, or any partner, spouse or immediate family member of any such person, it being expressly acknowledged that any breach of this clause will entitle the Bookmaker to immediately terminate your participation in our Affiliate Programme, without being required to make any further payments to you.

5.4 Notwithstanding anything to the contrary herein contained or implied, no Commission at all will be payable to an Affiliate where any of the above marketing policies has not been strictly adhered to.

6. ARCS AND ARC BETTING ACTIVITY TRACKING

6.1 By opening a betting account on any of our Bookmaker Site/s, an ARC who has been referred to us by an Affiliate will become our customer and, accordingly, all of our rules, policies, and operating procedures will apply to them.

6.2 Notwithstanding your referral of any ARCs to us, from the date of the submission by such ARCs of their application to open a betting account with us, such ARCs will be entered onto our customer database, and all information submitted to us by such ARCs and/or relating to such ARCs will become our sole and exclusive property and will remain so even on termination of your participation in our Affiliate Programme. You acknowledge that you have no proprietary rights to any such ARCs nor with respect to any information relating to such ARCs, other than for the purposes of participating in our Affiliate Programme in accordance with our Affiliate Terms.

6.3 Following the successful vetting and verification of an ARC in accordance with the applicable rules, policies, and operating procedures of our Bookmaker Site/s, and upon becoming a New Customer as contemplated by our Affiliate Terms, we will link such ARC who has been referred to us by you, to your Affiliate Account via your Affiliate ID.

6.4 We will track all betting activities on our Bookmaker Site/s by ARCs linked to your Affiliate Account via your Affiliate ID for the purposes of calculating any Commission payable to you as a result thereof and in order to monitor your achievement of the KPI’s which have been set for you, and we will make available to you the necessary report/s summarising such activities which you can access via the Affiliate Portal. These reports will not contain the identity or personal information of any ARCs but will only track their activity for the purposes of calculating the amount of any Commission payable to you and for monitoring your achievement of the KPI’s which have been set for you.

6.5 Where an ARC’s betting account is inactive for a period of six consecutive months, we will delink such betting account from your Affiliate ID, and you will no longer earn Commission from such betting account.

6.6 We reserve the right to refuse to accept or register any potential customers referred to us by you, and/or to suspend or close the betting accounts of any ARCs referred to us by you at any time, in accordance with the terms and conditions of use of our Bookmaker Site/s, or in compliance with the requisite laws and requirements of the relevant Board/s.

7. COMMISSION AND PAYMENT

7.1 Save as may otherwise be provided in our Affiliate Terms, and subject to your continued participation as an Affiliate in our Affiliate Programme (in our sole and absolute discretion), and subject further to your continued compliance with our Affiliate Terms, your continued achievement of the KPI’s which have been set for you and your ongoing suitability, we will pay you a Commission per Month which has been calculated using the tables or other methods set out in your applicable Commission Structure at such time. The Commission so calculated will be exclusive of VAT to the extent that the Affiliate is a registered VAT vendor.

7.2 All Commission must be invoiced to the Bookmaker for payment thereof to be processed, and in the case of the Affiliate being a VAT vendor, VAT shall only become payable thereon against receipt of a valid VAT invoice in respect thereof.

7.3 The amount of the Commission payable in respect of any Month shall be calculated at the end of such Month, and payment thereof shall be made Monthly in arrears, within 30 days of the end of the Month to which such Commission relates. All payments shall be made by electronic funds transfer into the nominated banking account of the Affiliate the details of which, together with the necessary supporting documentation, shall be provided to the Bookmaker in writing by the Affiliate as part of the Affiliate’s registration process.

7.4 The Bookmaker may, in its sole and absolute discretion, at any time, agree in writing with an individual Affiliate to amend their Commission Structure to one which differs from the Default Commission Structure. In such event, such amended Commission Structure shall, with effect from the agreed date from which it becomes applicable, completely replace the Default Commission Structure, or such Affiliate’s then current Commission Structure, as the case may be. Notwithstanding the aforesaid, save as otherwise provided in writing in terms of such agreed amended Commission Structure, all the Affiliate’s obligations assumed under our Affiliate Programme will remain in force and continue to apply to the Affiliate.

7.5 The payment of taxes, rates, levies, or other mandatory regulatory payments in respect of the Commission earned by you shall be your sole responsibility. It is specifically recorded that the Bookmaker may, upon request, provide the appropriate authorities with the details of any Affiliate where there is a legal duty upon it to do so. We shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by you and you hereby indemnify us in that regard.

7.6 Unless otherwise agreed in writing, Commission will only become payable once the amount payable reaches an amount of R2,000.00. If a Month’s Commission is below R2,000.00, such Commission will be carried over to subsequent Month/s until the amount payable reaches the minimum amount of R2,000.00.

7.7 Unless otherwise agreed in writing, the minimum amount for a wire transfer to a bank based outside of the Territory is R10,000.00. If you have opted for this payment option and a Month’s Commission is below R10,000.00, such Commission will be carried over to subsequent Month/s until the amount payable reaches the minimum amount of R10,000.00.

7.8 Subject at all times to any other remedies which we may have pursuant to our Affiliate Terms and your KPI Document, if you do not achieve all your KPI’s in any consecutive 3 (three) Month period, we shall be entitled to change your Commission Structure with immediate effect such that your Commission entitlement becomes reduced to a flat rate of 10% of aggregate Commissionable Revenue (or another rate as determined by us in our sole discretion) until such time as you have again met such KPI’s in 3 (three) subsequent consecutive Months, at which point we may, in our sole discretion, consider a revised Commission Structure for you.

7.9 Notwithstanding the provisions of clause 7.7, and without derogating from any other termination rights which we may have as contained elsewhere in our Affiliate Terms, if after a reduction in your Commission entitlement as contemplated in clause 7.7 you do not achieve your KPI’s in any subsequent Month, we shall be entitled to terminate your participation in our Affiliate Programme forthwith and to close your Affiliate Account without being required to make any further payments to you.

8. TERMINATION

8.1 Either of the Parties shall be entitled to terminate your participation in our Affiliate Programme at any time, with or without reason, effective upon providing seven (7) days’ written notice to the other, in which case such participation shall be terminated seven (7) days after delivery of such notice to your chosen domicilium address. For purposes of notification of termination, delivery via e‑mail shall be considered a written and immediate form of notification.

8.2 Upon termination, you shall immediately cease using all Marketing Materials, remove same from all your Affiliate Site/s and disable all your Affiliate Link/s to the Bookmaker Site/s. All rights and licenses granted to you under our Affiliate Programme shall immediately terminate, and you must return all our Confidential Information and all copies thereof in your possession, or under your control.

8.3 It is expressly agreed that upon termination of your participation as an Affiliate in our Affiliate Programme for any reason whatsoever, all ARCs who may have been referred to us by you and who have been linked to your Affiliate ID as a result thereof, will automatically be de-linked from your Affiliate ID, and to the extent that such ARCs may continue to operate their betting accounts with us after the date of such termination, no further Commission will be earned by you in relation to the betting activities of such ARCs, or at all.

9. DISCLAIMER

9.1. We make no express or implied warranties or representations with respect to our Affiliate Programme, our Bookmaker Site/s, our business, ourselves or the Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement), and do not express or imply any warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our Bookmaker Site/s will be uninterrupted or error-free, and we will not be liable for the consequences if there are any such interruptions or errors.

9.2. In the event of a discrepancy between the reports offered via the Affiliate Portal, and our database, our database will be deemed accurate. You are not entitled to view our database. Should you wish to do so, you may submit a request to us in writing and we may provide you with limited access to our database. Such access, if granted, will be restricted to de-identified or aggregated information only.

10. LIMITATION OF LIABILITY

10.1. The obligations of the Bookmaker under our Affiliate Terms do not constitute personal obligations of our directors, officers, employees or direct or indirect shareholders. Any liability arising pursuant to our Affiliate Terms or our Affiliate Programme will be limited to the amount paid in Commission to the Affiliate over the six (6) months prior to the institution of any claim, shall be limited to direct damages, and shall specifically exclude any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether the Bookmaker has been advised of the possibility of such loss).

10.2. Nothing in our Affiliate Terms will be construed as conferring any rights, remedies or benefits upon any person or entity who/which is not a party to our Affiliate Terms.

11. INDEMNITY

11.1. You hereby indemnify and hold us, our directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs (including, without limitation, legal fees) directly or indirectly arising out of, or in any way connected with (a) any breach by you of any warranty, representation or term contained in our Affiliate Terms, (b) the performance of your duties and obligations under our Affiliate Programme, (c) your negligence, (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or (e) the unauthorised use of our Marketing Materials, our Confidential Information, the Bookmaker Marks, any of our other intellectual property, your Affiliate Links and/or our Affiliate Programme.

11.2. We reserve the right to withhold and/or claim any funds payable by us to you in exercising our rights as an indemnified party. Should the funds in your Affiliate Account be insufficient to cover such loss or damages, we reserve all our rights to secure payment including but not limited to withholding and/or claiming the payment of future Commissions due to you until such a time as the damages have been paid.

12. WARRANTIES

12.1. You hereby warrant and undertake to us that –

(a) your activities as an Affiliate will comply in all respects with the provisions of our Affiliate Terms;

(b) you shall not solicit any potential customers by way of any offers except for the current offers made available via the Marketing Materials;

(c) you have the ability, experience, expertise, and resources to perform all of your obligations as an Affiliate in accordance with the provisions of our Affiliate Terms;

(d) you understand and agree that the marketing activities to be undertaken by you in connection with our Affiliate Programme shall at all times consider, and be in the best interests of, the Bookmaker and shall preserve the goodwill and reputation of the Bookmaker, its name, and its brand/s;

(e) you shall not undertake any activities in violation of our intellectual property rights, it being specifically recorded that we (and where applicable, our licensors) retain full and exclusive ownership of our Bookmaker Site/s, the Bookmaker Marks, Marketing Materials, reports, documentation, or materials provided in connection with our Affiliate Programme, and any intellectual property rights associated therewith. No right, title or interest in the foregoing is conveyed in terms of this Agreement except for a non-exclusive, revocable, limited licence to distribute the Marketing Materials in accordance with our Affiliate Terms. Any rights that are not expressly granted herein are reserved by us (and where applicable, our licensors);

(f) you have evaluated the applicable laws relating to your activities and obligations hereunder and have independently concluded that you are eligible to participate in our Affiliate Programme and fulfil your obligations to is in terms thereof without violating any applicable rule or law;

(g) you will not knowingly benefit from known or suspected traffic not generated in good faith, or via Spam, whether or not it actually causes damage. This includes but is not limited to an Affiliate registering its own customer betting account or playing under its own Affiliate ID and/or engaging in any other Fraudulent Activity;

(h) any electronic messages or other communications sent by you, or caused to be sent by you, shall be free of Spam and in full compliance with all regulations related to the sending of commercial electronic messages, and

(i) it is your responsibility to familiarise yourself with, and to comply and to remain fully updated with, the laws, regulations, and other requirements applicable to the activities conducted by you in relation to your participation in our Affiliate Programme.

12.2. In the event that any warranties provided by you are breached during the course of your participation in our Affiliate Programme, we shall be entitled to terminate your participation as an Affiliate of our Affiliate Programme with immediate effect, with no further Commissions or other amounts becoming due for payment to you, whilst retaining our legal right to claim damages from you arising out of such breach.

12.3. You shall be obliged to inform us immediately if any warranty provided by you in terms hereof ceases to remain in place.

13. ACKNOWLEDGEMENTS

By registering as an Affiliate, you expressly acknowledge and agree that:

13.1. we may ourselves at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in our Affiliate Terms, or operate websites that are similar to, or compete with, the Affiliate Site/s;

13.2. you have independently evaluated the desirability of participating in our Affiliate Programme;

13.3. you are not relying on any representation, guarantee, or statement other than as set forth in our Affiliate Terms;

13.4. from time to time, we may receive a request for information from the relevant Board/s or any other gambling or regulatory authority in connection with any activity contemplated in or regulated by our Affiliate Terms. Upon the receipt of such request, we may request you to provide us with any and all such information as we may reasonably require to enable us to respond to such request. Upon the receipt of such request for information from us, you shall promptly provide us with the information requested or take the necessary steps to procure such information and/or shall promptly assist us in acquiring such information.

14. CONFIDENTIALITY

14.1. You hereby undertake that you will not at any time, whilst participating as an Affiliate under our Affiliate Programme, or at any time after the termination of such participation for whatsoever reason, divulge any information in relation to the Bookmaker, our Affiliate Programme, our affairs or business or method of carrying on business.

14.2. You shall use your best efforts to keep in strict confidence, and shall bind all of your employees, consultants, agents and representatives to keep in strict confidence, all commercial and proprietary information, in whatever form, acquired by you (whether directly or indirectly) from or concerning the Bookmaker, or any matters pertaining to our business, our Affiliate Programme, our Commission Structures, our Affiliate Portal, our Marketing Materials and the like which has been disclosed to you or which is accessible to you by virtue of your participation in our Affiliate Programme (“the confidential information”).

14.3. You shall not utilise such confidential information for any purpose other than for the purpose of providing the Approved Marketing Services pursuant to our Affiliate Programme.

14.4. You shall not at any time disclose any confidential information to any third party for any purpose other than that contemplated by our Affiliate Terms, without our prior written consent.

14.5. The following information shall be excluded from the aforegoing scope of confidential information:

(a) information which, at the time of disclosure, is generally available to the public;

(b) information which, after disclosure, becomes generally available to the public through no fault of the Affiliate;

(c) information which the Affiliate can show was in its possession prior to disclosure and which was not acquired directly or indirectly from the Bookmaker;

(d) information which the Affiliate can show was received by it from a third party without any obligation of confidentiality;

(e) information which the Affiliate is obliged to disclose at law,

provided that the onus shall at all times rest on the Affiliate to establish that such information falls within the exclusions above.

14.6. In the event that the Affiliate is required to disclose confidential information, as contemplated in clause 14.5(e), the Affiliate will:

(a) advise the Bookmaker thereof in writing prior to disclosure, if possible;

(b) take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

(d) comply with the Bookmaker’s reasonable requests as to the manner and terms of any such disclosure; and

(e) notify the Bookmaker of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.

14.7. The confidentiality obligations set out in our Affiliate Terms shall apply at all times and will survive the termination of your participation in our Affiliate Programme, irrespective of the reason for such termination.

14.8. Immediately on receipt by the Affiliate of a request in writing from the Bookmaker to do so, the Affiliate shall deliver to the Bookmaker, or immediately destroy, all written confidential information (including any written information provided by the Bookmaker to the Affiliate notwithstanding that the information may fall within any one or more of the exclusions referred to above) in its possession or under its custody and control and expunge any confidential information from any computer, word processor or other device, in its possession or under its custody and control, containing such information.

15. GENERAL

15.1. We may transfer our rights and obligations under our Affiliate Programme and/or our Affiliate Terms to a third party without your consent. However, you may not transfer your rights and obligations under our Affiliate Programme or our Affiliate Terms to a third party without our prior written consent.

15.2. Our Affiliate Terms shall be governed by and interpreted in accordance with the laws of South Africa. Any action relating to our Affiliate Terms or our Affiliate Programme must be brought in South Africa, and you irrevocably consent to the jurisdiction of its courts.

15.3. If we don’t enforce any particular provision, we are not waiving our right to do so later.

15.4. If any provision of these Terms is or becomes unenforceable for any reason, then such provision will be treated as if it had not been included in our Affiliate Terms to the extent that it remains unenforceable and shall not affect the validity of the remaining provisions of our Affiliate Terms.

15.5. In fulfilling your obligations as an Affiliate under our Affiliate Programme, you shall comply with all applicable laws including, but not limited to, the Consumer Protection Act, POPIA and all relevant gambling legislation, the content of which you confirm yourself to be fully acquainted.

15.6. Your relationship to us will be that of an independent contractor and nothing whatsoever in our Affiliate Terms will create any partnership, joint venture, agency, franchise, sales, or employment relationship between you as an Affiliate and us as Bookmaker. You may not make any statement, whether on any of your Affiliate Site/s or otherwise, that would contradict anything in our Affiliate Terms.

15.7. You shall not make any claims or representations, or give any warranties, in connection with us and you have no authority to, and must not, bind us to any obligations.

15.8. You choose as your domicilium citandi et executandi (official address where all notices and court process may be delivered) for all purposes in terms hereof at the physical address and/or email address provided as such in your Affiliate Application Form until you have notified us, in writing, to the contrary.

We choose as our domicilium citandi et executandi for all purposes in terms hereof at the following addresses:

Physical Address: 25 Gabriel Road, Plumstead, Cape Town, Western Cape, South Africa, 7800 and Email: affiliates@firstbet.co.za.

Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was sent via email and/or not sent to or delivered at its chosen domicilium citandi et executandi.

15.9. No alteration, cancellation, variation of, addition or Addendum to this Agreement shall be of any force or effect unless reduced to writing and signed by all Parties to this Agreement or their duly authorised representatives.

15.10. This document contains the entire agreement between the Parties relating to the matters provided for in this Agreement and no Party shall be bound by any undertakings, representations, warranties, promises or the like not recorded in this Agreement.

15.11. No indulgence, leniency or extension of time which we may grant or show to you, shall in any way prejudice or preclude us from exercising any of our rights in the future.