T&C English ROW

Pinnacle Affiliates Agreement

This affiliate agreement (hereinafter "Agreement"), sets out the complete terms and conditions between Ragnarok Corporation N.V., with company registration number 79358, whose registered office is located at Pletterijweg 43, Curacao (hereinafter "Pinnacle", "we", "us", "our") and you, the affiliate (hereinafter "Affiliate", "you", "your"), regarding your request to participate as an Affiliate in the Pinnacle Affiliate program (hereinafter "Affiliate Program").

It is important that you read and understand this Agreement. You may also wish to print it for future reference. By downloading a Banner, Text Link, Marketing Materials, or any information pertaining to the Affiliate Program and placing it on your website(s), you agree to be bound by all the terms and conditions set out in this Agreement. This Agreement supersedes all previous terms and conditions relating to the Affiliate Program or any affiliate program previously offered by Pinnacle in relation to any customers introduced via any links.

Enrollment

If you wish to participate in our Affiliate Program, you will first have to register by completing the online application form ("Affiliate Sign-up Form") and accept the Affiliate Program terms and conditions below (the "Terms and Conditions". After receipt of the completed form, the application shall be reviewed by Pinnacle and if approved, confirmation shall be sent to you in writing.

Upon approval, an Affiliate Tracking Code will be assigned to you. Players who register for an account at Pinnacle via your Affiliate Tracking Code on your website and any bets placed during such sessions, will be registered to you. Affiliate is obliged to provide Pinnacle with all required KYC information. If this is not complied with, the account will be suspended. The list of KYC information required is: - Articles of Incorporation - Shareholders Register - Standard KYC (passport and proof of address of a director) as well as proof of directorship if not included in another document - Standard KYC for all persons or companies who hold greater than 25% of the shares in the company.

Terms & Conditions of Affiliate Program

DEFINITIONS AND INTERPRETATION

The definitions and rules of interpretation in this paragraph apply in these Terms and Conditions.

"Affiliate Account"

means the account that is accessible to an Affiliate and/or Master Affiliate and/or Sub Affiliate by logging on with your user code and associated password, which provides certain 'members only' functionality, including facilities to check relevant statistics. It is accessed at www.pinnacle.com/affiliates;

"Affiliate Commission"

means the amount due and payable to an Affiliate and/or Master Affiliate and/or Sub Affiliate, as calculated based solely on our system's data and in accordance with the terms of this Agreement and the applicable Commission Structure;

"Affiliate Commission Account"

means the account into which an Affiliate and/or Master Affiliate and/or Sub Affiliate'commission payment is credited. It is accessed at www.pinnacle.com;

"Affiliate Network"

means the network of affiliates connected to Pinnacle;

"Affiliate Tracking Code"

means the unique user identification code assigned to you when you signed up as a participant in the Affiliate Program;

"Affiliate Website"

means the website where the Affiliate and/or Master Affiliate and/or Sub Affiliate will display Pinnacle Banners, Text Links and other Marketing Materials;

"Banners" and "Text Links"

means the graphical artwork or text that includes Xcodes, Bonus Codes and odds feeds (API/XML) that are made available by us, that you may use to connect players to our Services from the Affiliate Website (or other electronic method) or using other Marketing Materials;

"Betting Volume"

Means:

The table below shows how volume commission is calculated, (betting volume is the lesser of the amount bet or the amount that can be won on a bet).

Sport/Bet Type % of betting volume

Soccer 0.28%

NFL & NBA 0.28%

All other sports 0.28%

Futures/Props/Outrights 0.28%

Parlays/Accumulators/Multiples 0.28%

Teasers 0.28%

Example:

A Player places a bet on Manchester United to beat Chelsea, risking $2,100 to win $2,000.

Volume Commission would be calculated as follows;

Amount Risked = $2,100

To Win = $2,000

Total Volume = $2,000

Volume Commission (0.28%) = $5.60 ;

"Bonus Codes"

means promotional codes for use by Players as made available by Pinnacle from time to time;

"Bribery Legislation"

means the Bribery Act 2010 and any other applicable relevant bribery legislation;

"Business Day"

means any day (excluding Saturdays and Sundays) on which banks generally are open in the City of London for the transaction of normal banking business;

"Casino Cumulative Net Revenue" means the sum of all Real Money Players' wins including the marketing fee (calculated at 8% of net player wins) and the licensing fee (calculated at 12% of net player wins) or the sum of all Real Money Players' losses less the marketing fee (calculated at 8% of net player losses) and licensing fee (calculated at 12% of net player losses).

Jackpot contributions and winnings are not included in the Casino Cumulative Net Revenue;

"Commission Structure"

means the payment plan you have accepted under which we pay you either Tiered Commission or Revenue Share Commission.

Unless otherwise agreed in writing, all Affiliates start on our Tiered Commission structure. Movement of Affiliates between commission structures is at the sole discretion of Pinnacle and will be carried out after a trial period of not less than 3 months.

Please note that all new Affiliates start on our Tiered Commission structure and will earn 30% revenue share commission for a grace period of 3 months;

"Confidential Information"

means all information in any form relating to a party (and any Group company in the case of Pinnacle) (the "Disclosing Party") that is directly or indirectly disclosed to the other party (the "Receiving Party"), including any personal data and/or customer data, by any of the Disclosing Party's employees, professional advisers or contractors before or after the date of this Agreement;

"Deposit"

means funds deposited with Pinnacle;

"Fees"

means the percentage of internal promotion expenses each Affiliate is required to pay including the net fees for all Real Money Player promotional bonuses, rebates, 30% of the total banking fees incurred on deposits and withdrawals, charge backs, fraud, and bad debt by any Real Money Players referred by the Affiliate;

"Financial Data"

means the credit and debit card numbers, bank account numbers, credit limits, balances, and deposit and withdrawal amounts and history of the Players;

"Fraud Traffic"

means deposits, revenues, commission, royalties or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including but not limited to: deposits generated on stolen credit cards, Affiliate or Player collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating Affiliate Accruals, and unauthorised use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights (that, for the avoidance of doubt, include our Intellectual Property Rights);

"Gaming Data"

means the names, addresses, telephone numbers, e-mail addresses, gaming history, or other contact information of the Players;

"Group"

means any company within the Pinnacle group;

"Intellectual Property Rights"

means all copyrights, trademarks, trade names, trade secrets, domain names, proprietary and confidential information, and any other third-party intellectual property rights owned or licensed by Pinnacle or the Group, and all Pinnacle Marks, Xcodes, Tracking URLs, Banners, Text Links and Marketing Materials as defined in this Agreement;

"Lifetime Value"

The lifetime of an affiliated player is deemed to be as long as there is an active, ongoing relationship between the active Affiliate and Pinnacle. An "active" Affiliate account is defined as an Affiliate sending through a minimum of 1 new active player account per 12 months period and maintaining an active website with active Pinnacle banners/promotions. A new active player is defined as a player who has registered, made at least one deposit, and placed 1 wager during the 12 months period;

"Marketing Materials"

means Banners and Text Links and any other marketing materials that have been provided or otherwise made available to you by us and/or pre-approved by us;

"Master Affiliate"

means an Affiliate who has referred Affiliates - called his Sub Affiliates - to a multi-tier Affiliate Program;

"Moved Players"

means Players who change from organic Players to Affiliate Players by getting tagged to an Xcode; _Xcode gets added to the Player ID and the Player will become a New Real Money Player once the Player deposits after the Player has been moved;

or Players who get moved from one Xcode to another Xcode owned by the same Affiliate; _Xcode and _MV gets added to the Player ID and the Player will not become a new New Real Money Player;

"Percentage Volume Commission"

means a variable percentage of referred Players' Betting Volume, and a share of 30% of the Casino Cumulative Net Revenues;

"Personal Betting Account"

means a personal betting account with Pinnacle;

"Pinnacle Mark"

means the words "Pinnacle", "Pinnacle Sports", "Pinnacle Sports book", "Pinnacle Sports book". "Pinnacle Sport betting", "Pinnacle betting", "Pinnacle Sports betting", "Pinnacle Sports Casino", "Pinnacle Casino", "Pinnacle Sports Casino", "Pinnacle Affiliate", "Pinnacle Affiliates", "Pinnacle Sports Affiliate", "Pinnacle Sports Affiliates", "Pinnacle Sports Direct" and/or any logo, mark, domain name or trade name that contains, is confusingly similar to, or is comprised any Pinnacle Mark or any other name or mark owned from time to time by us or any company within the Group;

"Pinnacle Website"

means www.pinnacle.com or any other online site or platform that are owned, operated or controlled by or on behalf of us from time to time and each of its related pages through which a Player opens a Player Account and/or accesses our Services;

"Player"

means any person using any products or services on a Pinnacle Website whether attached to your Xcode or not who wagers through a Pinnacle Website;

"Player Account"

means a uniquely assigned account that is created for a Player when he/she successfully registers for the Services via a Tracking URL or sign-up bonus code;

"Real Money Player"

means any person who is attached to your Xcode and (i) has not been a Player with us before; (ii) is not located in a Restricted Territory; (iii) who has made a Deposit; (iv) is accepted as a Player under any applicable sign up or identity verification procedure which we may require; and (v) has adequately fulfilled any other qualification criteria that we may introduce from time to time. Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the above-mentioned qualifying criteria at any time by virtue of placing notice on Pinnacle Website. It is the responsibility of the Affiliate to check for any updates to the Terms and Conditions;

"Restricted Territories"

means the following countries:

American Samoa;

Austria;

Australia;

Christmas Island;

Cocos Island;

Curacao;

Czech Republic;

Denmark;

France & French Territories;

German state of Baden-Wurttemberg;

Germany;

Guam;

Heard and McDonald Islands;

Iran;

Ireland;

Italy;

Netherlands;

Norfolk Island;

Northern Mariana Islands;

Phillipines;

Poland;

Portugal;

Puerto Rico;

Singapore;

Slovenia;

Spain;

Sudan;

Syria;

The Democratic People's Republic of Korea;

Turkey;

United Kingdom;

United States Minor Outlying Islands;

United States;

Virgin Islands (U.S.);

Any other country which may prohibit the offering on online gambling to its residents or to any person within such country.

This list may be updated at any time and, although we will endeavour to notify you of any updates, it is the responsibility of the Affiliate to check for any updates to the Terms and Conditions;

"Revenue Share Commission"

means a share of 30% of the Sports Book Cumulative Net Revenues and a share of 30% of the Casino Cumulative Net Revenues;

"Services"

means any product or service offered to Players on a Pinnacle Website;

"Social Media"

means Web-based communication tools such as social networking websites and other social media outlets such as Facebook, Twitter, LinkedIn, and individual blogs;

"Sports Book Cumulative Net Revenue"

the sum of all Real Money Players' wins and losses in the sports book less Fees;

"Sub Affiliate"

means an individual who joins a multi-tier Affiliate Program and who is specifically referred for becoming an Affiliate by another Affiliate called a Master Affiliate;

"Term"

means the period from the date that we approve your application to become an Affiliate following your submission of an Affiliate Sign-up Form, until such time as this Agreement expires or is terminated in accordance with its terms; and

"Tracking URL"

means a unique hyperlink or other linking tool for referencing a Pinnacle Website or Services through which you refer potential Real Money Players. When the relevant Player opens their Player Account, our system automatically logs the Tracking URL and records you as the Affiliate;

"Tiered Commission/ Tiered Commission Structure"

means the dynamic model that determines the rate in which Revenue Share Commission is accrued on referred Players. The Tiered Commission calculates the number of new depositing players that Affiliates have referred to Pinnacle over the previous 3 months.

The rates that commission is calculated at are:

New Real Money Players over the previous 3 months Revenue Share Commission

25+ 35%

15+ 30%

5+ 25%

0-4 0%

"Xcode"

means the unique tracking code that we provide exclusively to you, through which we track Players' and Real Money Players' activities and calculate Affiliate Commission.

Paragraph headings shall not affect the interpretation or construction of these Terms and Conditions.

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

A reference to any party shall include that party's personal representatives, successors and permitted assigns.

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

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

LICENCE

In consideration of your continued promotion of the Services and subject to these Terms and Conditions, Pinnacle grants you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.

It is a condition of this Agreement that you shall not yourself, nor shall you authorise, assist or encourage any third party to:

Place Marketing Materials on any online website or other medium where the content and/or material on such website or medium is potentially libellous, aimed at children under the age of 18, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, promotes illegal activities, or violates intellectual property rights;

Use Marketing Materials in a manner that may potentially confuse a Player or prospective Player;

Place Marketing Materials on any online website or other medium where the content and/or material on such online website or medium copies, resembles or frames a Pinnacle Website in whole or in part, disparages us or otherwise damages our goodwill or reputation in any way;

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

Register as a Player on behalf of any third party, or authorise or assist (save by promoting the Pinnacle Website and Services in accordance with this Agreement) any other person to register as a Player;

In any way alter, redirect or in any way interfere with the operation or accessibility of the Pinnacle Websites or any page thereof;

Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of a Pinnacle Website or service on which any functions or transactions are occurring;

Attempt to intercept or redirect (including via user-installed software) traffic from or on any online website or other place that participates in our Affiliate Network;

Violate the terms of use and any applicable policies of any search engines or the customer feedback facilities of other websites;

Attempt to communicate to Players, whether directly or indirectly, on a Pinnacle Website to solicit them to move to any online website not owned by us or for other purposes without our prior approval including but not

Attempt to market or promote our Services (or any specified part thereof) or a Pinnacle Website within territories which are Restricted Territories to attempt to circumvent any restriction which we have put in place to prevent players from Restricted Territories from signing up as Real money Players or attempt to disguise the geographical location of a Player.

AFFILIATE'S OBLIGATIONS

You warrant and undertake that:

You have provided true and complete information to us when completing the Affiliate Sign-up Form and shall promptly update such information if all or any part of it changes and you shall also provide us with such other information as we may reasonably request from time to time;

You shall incorporate and prominently and continually display the most up-to-date Marketing Materials and information provided by us on the Affiliate Website in a manner and location agreed by us;

In marketing the Services, you shall only use the approved Marketing Materials;

You shall not modify the Marketing Materials or the Pinnacle Marks in any way, without our prior written consent;

You shall only use the Marketing Materials in accordance with these Terms and Conditions, or any guidelines we provide to you on a Pinnacle Website or otherwise from time to time and any applicable laws;

You have obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable you to fulfil your obligations under this Agreement and that you will fully comply with all applicable laws and regulations including any advertising codes;

You will use all reasonable endeavours to display the Marketing Materials on the Affiliate Website without interruption for the duration of this Agreement;

You shall not market the Pinnacle Website and/or us or our Services or Pinnacle Marks in anyway whatsoever, unless such activities are approved in writing by us: (i) on any website on which we promote any of the Pinnacle Websites; (ii) on or through any internet search engine on or through which we promote any of the Pinnacle Websites; and (iii) in any other manner that results in you competing with us in relation to the promotion of any of the Pinnacle Websites or (iv) through paid search using any company name, domain name, URL or Pinnacle Marks (v) through paid search purchasing any company name, domain name, URL or Pinnacle Marks keywords (vi) otherwise where we request that you cease the same;

You are not and have never been engaged in any activity, practice or conduct which would constitute an offence under any applicable Bribery Legislation;

You have not been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence under any applicable Bribery Legislation, and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings; and

You will adhere to the requirements and principles of all applicable Bribery Legislation and inform us of any suspected breaches that may have an impact upon Pinnacle.

You acknowledge and agree that:

Affiliate tracking codes are for your sole use and you shall not assign or sub-license the Xcodes, Bonus Codes nor any Affiliate Commissions to any third party without our prior written consent;

You are eligible for Affiliate Commissions based upon your continued promotion of sports and/or casino at Pinnacle, as defined in section 1.1 under "Lifetime Value";

This marketing opportunity is for commercial use only. You shall not register as a Player or make Deposits to any Player Account (directly or indirectly) through your Affiliate Tracking Code for your own personal use and/or the use of your relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the Affiliate Commissions payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic;

We reserve the right to refuse service to any potential Player and to close the Player Account of any Player, at any time, in our sole discretion. All Financial and Gaming Data relating to the Players shall, as between you and us, remain the property of Pinnacle and you acquire no right to such information except as provided under this Agreement;

We may monitor the Affiliate Website to ensure you are complying with the terms of this Agreement and you will provide us with all data and information - including passwords - to enable us to perform such monitoring at no cost to Pinnacle;

The Electronic Commerce (EC Directive) Regulations 2002 will not apply to this Agreement;

If you are an officer, director, employee, consultant or agent of Pinnacle, its suppliers or vendors, you are not permitted to participate in the Affiliate Program or to use directly or indirectly any of the Pinnacle Websites, other than in the course of your employment as a Group employee. Similarly, relatives of Group employees are not permitted to participate in the Affiliate Network or to use directly or indirectly any of the Pinnacle Websites. For these purposes, the term relative shall include (but not be limited to) any of a spouse, partner, parent, child or sibling; and

You will not knowingly benefit from known or suspected traffic generated using unacceptable internet marketing practice or fraudulent procedures, whether or not it causes Pinnacle or the Player harm. Should fraudulent activity, knowingly or otherwise, arise from a person directed to a website via your link, we retain the right to retract the Affiliate Commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge.

AFFILIATE COMMISSION, REPORTS & PAYMENTS

We will track and report Player activity for the purposes of calculating your Affiliate Commissions based on your Commission Structure. Reports will be made available online for you to review new Real Money Players per Xcode. We hereby exclude any and all liability for the accuracy or completeness of any such reports.

Affiliate Commissions are paid into your Affiliate Commission account on the first day of the month. The transfer of Affiliate Commission to your nominated player or company account is the responsibility of the Affiliate

In the instance that any new player account is not automatically tagged to the correct affiliate, we will endeavor to tag the new account to the correct affiliate as soon as possible. Retroactive commission adjustments will not be made for activity that occurred during a period for which commission has already been paid. Players will not be moved after the two week period from the date the account initially signed up.

Affiliates are eligible for payment on the balance of their sports or casino commission earnings. Negative commission balances in sports or casino will be deducted from available commissions. All payments to you will be due and payable in United States Dollars or such other currency as we will determine, regardless of the currency any Players assigned to your Xcode may have played in. If no Personal Betting Account is open in the name of the registered account holder, Affiliate Commissions may be withdrawn directly from the Affiliate Commission Account. In the event that the Affiliate also has a Personal Betting Account, Affiliate Commissions must be transferred from your Affiliate Commission Account to your Pinnacle Personal Betting Account. You may then withdraw money via your choice of any of the payment methods supported by Pinnacle. You are entitled to one free payout per month and any additional payout request will incur charges that will be deducted from your account balance. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies from your account.

In the event that, at our sole discretion, we suspect any Fraud Traffic, we may delay payment of the Affiliate Commission to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. We are not obligated to pay Affiliate Commission in respect of Real Money Players who, at our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then at our sole discretion we may: (i) pay the Affiliate Commissions in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Affiliate Commissions in respect of Fraud Traffic (as appropriate) and/or (iv) merge duplicate accounts, and/or (v) severing the link between the Master Affiliate and Sub Affiliate, and/or (vi) terminating the Affiliate Agreement.

In the event that, at our sole discretion, we terminate this Agreement based on the determination of any activity to consitute Fraud Traffic, or to otherwise be in contravention of this Agreement, the Affiliate Commission Account will be closed and all funds will be taken out of the Affiliate Commission Account without prior notice or further explanation. The Affiliate will be notified of the terminiation of this Agreement within five (5) business days from the moment of determination of any activity to constitute Fraud Traffic. You understand and agree that potential Real Money Players must link through to the Pinnacle Website using your Xcode (or any other applicable tracking link) in order for you to receive Affiliate Commissions. In no event are we liable for your failure to correctly implement tracking from an Affiliate Website to a Pinnacle Website or for potential Real Money Player's failure to properly enter a valid Xcode. Notwithstanding any other provision herein, we may at any time and at our sole discretion alter our tracking system and reporting format.

The Affiliate Commission Account becomes inactive and will be closed when; 1. The Affiliate and/or Master Affiliate and/or Sub Affiliate has not logged into the Affiliate Commission Account and/or the Affiliate Account in the past two (2) years; and/or; 2) The Affiliate and/or Master Affiliate and/or Sub affiliate has not promoted Pinnacle in the past two (2) years, and/or, 3) The Affiliate and/or Master Affiliate and/or Sub Affiliate has not referred any new Real Money Players in the past two (2) years.

If you disagree with the monthly commission amount, do NOT accept payment for such amount and immediately send us written notice of your dispute to: affiliates@pinnacle.com. Dispute notices must be received within thirty (30) days of our making available the disputed commission amount or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Affiliate Commission, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.

You shall comply with all applicable laws and any policy notified by us through our Website or otherwise in relation to money laundering and/or the proceeds of criminal activities.

All taxes due in connection with any payments to you are your sole liability. You are responsible for complying with the tax rules applicable in your jurisdiction, if any, for registering for and paying income tax and similar taxes in respect of your income from this agreement and for collecting and paying the income tax and other tax contributions in respect of any staff employed by you.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that Pinnacle or the Group owns or licenses all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Pinnacle Website, and the Pinnacle Marks. Any use of any trade mark, domain name or trade name that contains, is confusingly similar to, or is comprised of any of the Pinnacle Marks (other than in accordance with the terms of this Agreement), without our prior written consent or permission, shall be considered unauthorised and may constitute Fraud Traffic.

You will not adopt or use, nor buy or otherwise book as a keyword for paid search, any company name, any trademark, trade name, brand, shop sign, external banner advertising, domain name, or URL (specifically, any term before the third "/" of your URL) that incorporates as apart thereof or in full, any of Pinnacle, or its corporate Affiliates' trademarks (including without limitation "Pinnacle", "Pinnacle Sports", "Pinnacle Sportsbook", "PinnacleSports book". "Pinnacle Sportbetting", "Pinnacle Sports betting", "Pinnacle SportsCasino", "Pinnacle Sports Casino", "Pinnacle SportsAffiliates", "Pinnacle Sports Affiliates", "Pinnacle Affiiates", "Pinnacle Sports Direct"), trade names, company names, brands, shop signs, domain names or URLs (including the translations and transliterations), or any variations thereof.

You may not register a domain name that includes Pinnacle Marks or any other such similar trademark. This includes the use of Pinnacle Marks on any social media platform/service or via an app. The Affiliate should ensure that they comply with the Advertising Regulations and Guidelines and with these terms and conditions (including art 2 sub 2 sub 1) in marketing Pinnacles' products or services through any social media platform/service or via an app. You shall not register or attempt to register any trademarks or domain names that contain, are confusingly similar to, or are comprised of Pinnacle Marks, unless you agree to transfer any domain name or trade mark application or registration to Pinnacle.

Nothing shall bestow upon you any right to use the trademark "Pinnacle" by itself, or any other such similar trademark, unless agreed to in writing by us.

You acknowledge that the Pinnacle Marks are exclusively vested and shall remain vested in Pinnacle and/or the Group, and that no ownership interest in the Pinnacle Marks is transferred to you by this Agreement. You further agree not to attack or challenge our ownership of and title to any of the Pinnacle Marks in any way.

This Agreement shall endure to the benefit of, and be binding upon, the successors and/or assigns of each party hereto, under operation of law.

INDEMNITY

The Affiliate shall indemnify, and hold Pinnacle, our clients, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with:

any breach by the Affiliate of any warranty, representation, or agreement contained in this Agreement;

the Affiliate's performance of its duties and obligations under this agreement;

the Affiliate's negligence;

the Affiliate's failure to comply with all applicable laws or regulations or failure to obtain and hold all necessary licences;

any injury caused directly or indirectly by the Affiliate's negligence or intentional acts or omissions; or

the unauthorised use of our banners and links or this referral program

CONFIDENTIALITY AND ANNOUNCEMENT

The parties agree to keep this Agreement and its existence thereof confidential to the parties save to the extent that disclosure is required in order to enjoy the benefit of these terms.

Each party undertakes that it shall not at any time during the Term, nor for a period of three years after termination of the Term, disclose to any person any Confidential Information except as permitted by paragraph 7.3.

Each party may disclose the other party's Confidential Information:

to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this paragraph 7; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

LIABILITY

Save where expressly provided, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.

Nothing in this Agreement shall operate to exclude or limit Pinnacle' liability for:

death or personal injury caused by its negligence;

any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

fraud; or

any other liability which cannot be excluded or limited under applicable law.

Pinnacle shall have no liability for any losses or damages which may be suffered by the Affiliate (or any person claiming under or through the Affiliate), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

loss of use;

loss of profits;

loss of anticipated savings;

loss of business opportunity;

loss of contracts;

loss of goodwill; or

loss arising from damaged, corrupted or lost data;

This is also applicable if Affiliate uses any social media platform or an app in marketing Pinnacles' products or services. Provided that this paragraph 8.3 shall not prevent claims for direct financial loss that are not excluded by any of categories (a) to (g) inclusive of this paragraph 8.3;

Subject to paragraph 8.2, Pinnacle' liability, whether in contract, tort (including negligence), or otherwise and whether in connection with these Terms and Conditions or any collateral contract, shall not exceed USD$1,000 on aggregate.

DISCLAIMERS

We make no express or implied warranties or representations with respect to the Affiliate Program or commission arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement,or any implied warranties arising out of a course of performance, dealing or trade usage or usage by the Affiliates of social media platforms or apps in marketing Pinnacles' products or services). In addition, we make no representation that the operation of our site will be uninterrupted, virus or error free and will not be liable for the consequences of any interruptions, viruses or errors.

FORCE MAJEURE

10.

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this Agreement by giving fourteen days' written notice to the affected party.

TERMINATION

11.

You may terminate this Agreement, with or without cause, immediately upon written notice to us that you may send by email marked "Termination" to: affiliates@pinnacle.com. Pinnacle may also terminate this agreement, with or without cause, immediately upon written notice to you. For the avoidance of doubt, termination of the Agreement will end your participation in the Affiliate program. In the event that you elect to terminate this Agreement, you must withdraw all monies in your Affiliate Commission Account within thirty (30) days of sending the above-mentioned email. If such monies have not been withdrawn by such time then they shall be deemed forfeited and shall revert to us.

In addition to any other remedies provided in this Agreement or by operation of law, we may terminate this Agreement without cause, in whole or in part, for convenience, upon written notice to you by email to such email address you have provided to us. In the event we terminate the Agreement as a whole, we shall be entitled to automatically render any Xcodes inoperative. For the avoidance of doubt, on termination of this Agreement, you will no longer receive any Affiliate Commissions. If we terminate a specific Xcode, you will no longer receive any Affiliate Commissions through that Xcode; however, your remaining Xcode(s) will not be affected.

We may terminate this Agreement for good cause, upon the following:

If you are in material breach of any of your obligations under this Agreement and either that breach is (1) incapable of being cured, or (2) remains uncured for 90 days after receiving written notice of the breach;

If you become insolvent or are otherwise unable to pay your debts in the ordinary course of business;

If you are dissolved (other than by way of a re-organisation), or file for bankruptcy, or otherwise cease to engage in your normal business operations and are unable thereby to fulfill your obligations under this Agreement;

In the event that your website is aimed at children under the age of 18, promotes discrimination based on race, sex, religion, nationality disability or sexual orientation, promotes illegal activities, or violates intellectual property rights as defined in this Agreement;

If you are guilty of, after any unsuccessful appeal process, violating in the course of its performance hereunder, any local, state or federal laws, rules and regulations pertaining to gambling on the internet;

In the event of repeated attempts by you or any of your employees or contractors, to gain unauthorised access to the Pinnacle Website or customer data base; and

We have reason to suspect you of attempting to defraud us by any of the methods listed under Fraud Traffic;

We may suspend this Agreement, in whole or in part, upon the following:

In any circumstance where we are entitled to terminate this Agreement or terminate any specific Xcode, we may at our sole discretion and without prejudice to our further rights and remedies, suspend the Agreement or any specific Xcode. During the period of any suspension, we may withhold the payment of any Affiliate Commissions that relate to any affected Xcodes. Payment of any withheld Affiliate Commissions will be made to you on the lifting of the suspension.

In any circumstance where we are entitled to terminate this Agreement for cause, we may suspend your right to use the Pinnacle Mark "pinnacle" or any other such similar trademark, if you or the company that is using any Pinnacle Mark becomes part of any criminal or securities investigation, is indicted or criminally charged in any crime, files for bankruptcy or becomes insolvent, is a defendant in a lawsuit that seeks injunctive relief, your gaming license is suspended or terminated by any governmental authority, or you are involved in any scandalous matter which the press is investigating and which may adversely affect the good will of any Pinnacle Marks.

CONSEQUENCES OF TERMINATION

12.

The following will apply if we terminate this Agreement:

You shall immediately stop promoting the Pinnacle Websites and all rights and licenses given to you under this Agreement will terminate immediately;

You shall immediately return all Confidential Information and cease use of any Pinnacle Marks and the Marketing Materials;

We may leave open, redirect or deactivate any Xcodes in our sole discretion without any obligation to pay you for Players who subsequently become Real Money Players; and

Provided that we have paid, or do pay to you, such sums as are due at the date of termination and that shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums.

If we terminate and/or suspend this Agreement you have the right to "cure" any deficiencies which caused us to terminate and/or suspend the Agreement, by notifying us in writing within 90 days of the notice, that you have "cured" the deficiency which caused the termination or suspension.

Upon termination of this Agreement for any reason the rights and licenses granted by Pinnacle to you shall terminate automatically, and you shall immediately cease using the Gaming Data or Pinnacle Marks for any purpose whatsoever.

ASSIGNMENT

The Affiliate shall not novate, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any manner with any of its rights and obligations under this Agreement, or purport to do any of the same, without the prior written consent of Pinnacle.

ENTIRE AGREEMENT

14.

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

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

RIGHTS AND REMEDIES

15.

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

DATA PROTECTION

16.

The Affiliate will duly observe all its obligations under the EU General Data Protection Regulation (GDPR) and any amendments' 1998 and any amendments thereto which arise in connection with this Agreement.

The Affiliate shall ensure that it has adequate technical (and organisational) security procedures in place to prevent the unauthorised or unlawful disclosure of personal data.

The Affiliate shall read and comply with the Pinnacle Privacy Policy as set out on the Pinnacle.com website and any amendments thereto which arise.

NO PARTNERSHIP

17.

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

WAIVER

18.

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

SEVERANCE

19.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of this Agreement.

If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

NOTICES

20.

Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

 sent by email to its main email address.

Any notice shall be deemed to have been received:

 if sent by email, at time of sending.

This paragraph does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

THIRD PARTY RIGHTS

21.

No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

FURTHER ASSURANCE

22.

Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

GOVERNING LAW

23.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

VARIATION

24.

This Agreement shall not be varied in its terms by any oral agreement or representation or otherwise other than by an instrument in writing of subsequent date executed by all the parties hereto.

LANGUAGE

25.

This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in all events prevail.

(T&C English ROW)

Ontario T&C

Means:

The table below shows how volume commission is calculated (betting volume is the lesser of the amount bet or the amount that can be won on a bet).

Sport/Bet Type % of betting volume

Soccer 0.28%

NFL & NBA 0.28%

All other sports 0.28%

Futures/Props/Outrights 0.28%

Parlays/Accumulators/Multiples 0.28%

Teasers 0.28%

Example:

A Player places a bet on Manchester United to beat Chelsea, risking $2,100 to win $2,000.

Volume Commission would be calculated as follows;

Amount Risked = $2,100

To Win = $2,000

Total Volume = $2,000

Volume Commission (0.28%) = $5.60 ;

"Bonus Codes" means promotional codes for use by Players as made available by Pinnacle from time to time;

"Bribery Legislation" means the Bribery Act 2010, the Corruption of Foreign Public Officials Act, the Canadian Criminal Code, and any other applicable relevant bribery and/or corruption legislation;

"Business Day" means any day (excluding Saturdays and Sundays) on which banks generally are open in Ontario for the transaction of normal banking business;

Jackpot contributions and winnings are not included in the Casino Cumulative Net Revenue;

"Commission Structure" means the payment plan you have accepted under which we pay you either Tiered Commission or Revenue Share Commission.

Please note that all new Affiliates start on our Tiered Commission structure and will earn 30% revenue share commission for a grace period of three months;

"Confidential Information" means all information in any form relating to a party (and any Group company in the case of Pinnacle) (the "Disclosing Party") that is directly or indirectly disclosed to the other party (the "Receiving Party"), including any personal data and/or customer data, by any of the Disclosing Party's employees, professional advisers or contractors before or after the date of this Agreement;

"Deposit" means funds deposited with Pinnacle;

"Fees" means the percentage of internal promotion expenses each Affiliate is required to pay including the net fees for all Real Money Player promotional bonuses, rebates, 30% of the total banking fees incurred on deposits and withdrawals, chargebacks, fraud, and bad debt by any Real Money Players referred by the Affiliate;

"Financial Data" means the credit and debit card numbers, bank account numbers, credit limits, balances, deposit and withdrawal amounts, and history of the Players;

"Fraud Traffic" means deposits, revenues, commission, royalties or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including but not limited to: deposits generated on stolen credit cards, Affiliate or Player collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating Affiliate Accruals, and unauthorised use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights (that, for the avoidance of doubt, include our Intellectual Property Rights);

"Gaming Data" means the names, addresses, telephone numbers, email addresses, gaming and transaction history, or other contact information of the Players;

"Group" means any company within the Pinnacle group;

"Intellectual Property Rights" means all copyrights, trademarks, trade names, trade secrets, domain names, proprietary and confidential information, and any other third-party intellectual property rights owned or licensed by Pinnacle or the Group, and all Pinnacle Marks, Xcodes, Tracking URLs, Banners, Text Links and Marketing Materials as defined in this Agreement;

"Lifetime Value" The lifetime of an affiliated player is deemed to be as long as there is an active, ongoing relationship between the active Affiliate and Pinnacle. An "active" Affiliate account is defined as an Affiliate sending through a minimum of 1 new active player account per 12-month period and maintaining an active website with active Pinnacle banners/promotions. A new active player is defined as a player who has registered, made at least one deposit, and placed one bet during the 12-month period;

"Marketing Materials" means Banners and Text Links and any other marketing materials that have been provided or otherwise made available to you by us and/or pre-approved by us, and in accordance with applicable law and regulation (including, without limitation, the iGaming Ontario Policies as amended from time to time);

"Master Affiliate" means an Affiliate who has referred Affiliates - called his Sub Affiliates - to a multi-tier Affiliate Program;

"Moved Players" means Players who change from organic Players to Affiliate Players by getting tagged to an Xcode; _Xcode gets added to the Player ID and the Player will become a New Real Money Player once the Player deposits after the Player has been moved;

or Players who get moved from one Xcode to another Xcode owned by the same Affiliate; _Xcode and _MV gets added to the Player ID and the Player will not become a New Real Money Player;

"Percentage Volume Commission" means a variable percentage of referred Players' Betting Volume, and a share of 30% of the Casino Cumulative Net Revenues;

"Personal Betting Account" means a personal betting account with Pinnacle;

"Pinnacle Mark" means the words "Pinnacle", "Pinnacle Sports", "Pinnacle Sports book", "Pinnacle Sport betting", "Pinnacle betting", "Pinnacle Sports betting", "Pinnacle Sports Casino", "Pinnacle Casino", "Pinnacle Sports Casino", "Pinnacle Affiliate", "Pinnacle Affiliates", "Pinnacle Sports Affiliate", "Pinnacle Sports Affiliates", "Pinnacle Sports Direct", “Pinnacle Solution”, “Pinny Ontario”, and/or any logo, mark, domain name or trade name that contains, is confusingly similar to, or is comprised any Pinnacle Mark or any other name or mark owned from time to time by us or any company within the Group;

"Pinnacle Website" means www.pinnacle.ca or any other online site or platform that is owned, operated or controlled by or on behalf of us from time to time and each of its related pages through which a Player opens a Player Account and/or accesses our Services;

"Player" means any person using any products or services on a Pinnacle Website whether attached to your Xcode or not who bets through a Pinnacle Website;

"Player Account" means a uniquely assigned account that is created for a Player when he/she successfully registers for the Services via a Tracking URL or sign-up bonus code;

"Real Money Player" means any person who is attached to your Xcode and (i) has not been a Player with us before; (ii) is not located in a Restricted Territory; (iii) has made a Deposit; (iv) is accepted as a Player under any applicable sign-up or identity verification procedure which we may require; and (v) has adequately fulfilled any other qualification criteria that we may introduce from time to time. Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the above-mentioned qualifying criteria at any time by virtue of placing a notice on the Pinnacle Website. It is the responsibility of the Affiliate to check for any updates to the Terms and Conditions;

"Restricted Territories" means anywhere located outside of the province of Ontario:

This list may be updated at any time and, although we will endeavour to notify you of any updates, it is the responsibility of the Affiliate to check for any updates to the Terms and Conditions;

"Revenue Share Commission" means a share of 30% of the Sports Book Cumulative Net Revenues and a share of 30% of the Casino Cumulative Net Revenues;

"Services" means any product or service offered to Players on a Pinnacle Website;

"Social Media" means web-based communication tools such as social networking websites and other social media outlets such as Facebook, Twitter, LinkedIn, and individual blogs;

"Sports Book Cumulative Net Revenue" the sum of all Real Money Players' wins and losses in the sportsbook less Fees;

"Sub Affiliate" means an individual who joins a multi-tier Affiliate Program and who is specifically referred for becoming an Affiliate by another Affiliate called a Master Affiliate;

"Term" means the period from the date that we approve your application to become an Affiliate following your submission of an Affiliate Sign-up Form, until such time as this Agreement expires or is terminated in accordance with its terms and conditions;

"Tracking URL" means a unique hyperlink or other linking tool for referencing a Pinnacle Website or Services through which you refer potential Real Money Players. When the relevant Player opens their Player Account, our system automatically logs the Tracking URL and records you as the Affiliate;

"Tiered Commission/ Tiered Commission Structure" means the dynamic model that determines the rate in which Revenue Share Commission is accrued on referred Players. The Tiered Commission calculates the number of new depositing players that Affiliates have referred to Pinnacle over the previous three months.

The rates that commission is calculated at are:

New Real Money Players over the previous three months Revenue Share Commission

25+ 35%

15+ 30%

5+ 25%

0-4 0%

"Xcode" means the unique tracking code that we provide exclusively to you, through which we track Players' and Real Money Players' activities and calculate Affiliate Commission.

Paragraph headings shall not affect the interpretation or construction of these Terms and Conditions.

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to any party shall include that party's personal representatives, successors, and permitted assigns.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

LICENCE

In consideration of your continued promotion of the Services and subject to these Terms and Conditions, Pinnacle grants you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.
It is a condition of this Agreement that you shall not yourself, nor shall you authorise, assist or encourage any third party to:
Place Marketing Materials on any online website or other medium where the content and/or material on such website or medium is potentially libellous, aimed at children and/or individuals under the age of 19, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, promotes illegal activities, or violates intellectual property rights;
Use Marketing Materials in a manner that may potentially confuse a Player or prospective Player;
Place Marketing Materials on any online website or other medium where the content and/or material on such online website or medium copies, resembles or frames a Pinnacle Website in whole or in part, disparages us or otherwise damages our goodwill or reputation in any way;
Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any other person;
Register as a Player on behalf of any third party, or authorise or assist (save by promoting the Pinnacle Website and Services in accordance with this Agreement) any other person to register as a Player;
In any way alter, redirect or in any way interfere with the operation or accessibility of the Pinnacle Websites or any page thereof;
Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of a Pinnacle Website or service on which any functions or transactions are occurring;
Attempt to intercept or redirect (including via user-installed software) traffic from or on any online website or other place that participates in our Affiliate Network;
Violate the terms of use and any applicable policies of any search engines or the customer feedback facilities of other websites;
Attempt to communicate to Players, whether directly or indirectly, on a Pinnacle Website to solicit them to move to any online website not owned by us or for other purposes without our prior approval;
Attempt to market or promote our Services (or any specified part thereof) or the Pinnacle Website to Restricted Territories, nor (to the extent reasonably possible) intentionally market or promote our Services (in whole or in part) or the Pinnacle Website outside of the province of Ontario, or attempt to circumvent any restriction which we have put in place to persuade players located outside of the Province of Ontario to sign up as Real money Players or attempt to disguise the geographical location of a Player;
Use Marketing Materials that are intended to coerce, influence, or otherwise induce Players to bet on the Pinnacle Website (i.e., including, without limitation, the reference to bonuses, promotions, credits, or free bets of any kind);
Use Marketing Materials to suggest that the Pinnacle Website is available to Players located outside of the Province of Ontario; and
Use Marketing Materials that violate applicable law and/or regulation.

AFFILIATE'S OBLIGATIONS

You warrant and undertake that:
You have provided true and complete information to us when completing the Affiliate Sign-up Form and shall promptly update such information if all or any part of it changes and you shall also provide us with such other information as we may reasonably request from time to time;
You shall incorporate and prominently and continually display the most up-to-date Marketing Materials and information provided by us on the Affiliate Website in a manner and location agreed by us;
In marketing the Services, you shall only use the approved Marketing Materials;
You shall not modify the Marketing Materials or the Pinnacle Marks in any way, without our prior written consent;
You shall only use the Marketing Materials in accordance with these Terms and Conditions, or any guidelines we provide to you on a Pinnacle Website or otherwise from time to time and any applicable laws;
You have obtained and will maintain in force all necessary registrations, authorisations, consents, and licences to enable you to fulfil your obligations under this Agreement and that you will fully comply with all applicable laws and regulations including any advertising codes provided by iGaming Ontario or other applicable authority;
You will use all reasonable endeavours to display the Marketing Materials on the Affiliate Website without interruption for the duration of this Agreement;
You shall not market the Pinnacle Website and/or us or our Services or Pinnacle Marks in any way whatsoever, unless such activities are approved in writing by us: (i) on any website on which we promote any of the Pinnacle Websites; (ii) on or through any internet search engine on or through which we promote any of the Pinnacle Websites; and (iii) in any other manner that results in you competing with us in relation to the promotion of any of the Pinnacle Websites or (iv) through paid search using any company name, domain name, URL or Pinnacle Marks (v) through paid search purchasing any company name, domain name, URL or Pinnacle Marks keywords (vi) otherwise where we request that you cease the same;
You are not and have never been engaged in any activity, practise or conduct which would constitute an offence under any applicable Bribery Legislation;
You have not been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence under any applicable Bribery Legislation, and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings; and
You will adhere to the requirements and principles of all applicable Bribery Legislation and inform us of any suspected breaches that may have an impact upon Pinnacle.
You acknowledge and agree that:
Affiliate tracking codes are for your sole use and you shall not assign or sub-license the Xcodes, Bonus Codes nor any Affiliate Commissions to any third party without our prior written consent;
You are eligible for Affiliate Commissions based upon your continued promotion of sports and/or casino at Pinnacle, as defined in section 1.1 under "Lifetime Value";
This marketing opportunity is for commercial use only. You shall not register as a Player or make Deposits to any Player Account (directly or indirectly) through your Affiliate Tracking Code for your own personal use and/or the use of your relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the Affiliate Commissions payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic;
We reserve the right to refuse service to any potential Player and to close the Player Account of any Player, at any time, at our sole discretion. All Financial and Gaming Data relating to the Players shall, as between you and us, remain the property of Pinnacle and you acquire no right to such information except as provided under this Agreement;
We may monitor the Affiliate Website to ensure you are complying with the terms of this Agreement and you will provide us with all data and information - including passwords - to enable us to perform such monitoring at no cost to Pinnacle;
If you are an officer, director, employee, consultant or agent of Pinnacle, its suppliers or vendors, you are not permitted to participate in the Affiliate Program or to use directly or indirectly any of the Pinnacle Websites, other than in the course of your employment as a Group employee. Similarly, relatives of Group employees are not permitted to participate in the Affiliate Network or to use directly or indirectly any of the Pinnacle Websites. For these purposes, the term relative shall include (but not be limited to) any of a spouse, partner, parent, child or sibling; and
You will not knowingly benefit from known or suspected traffic generated using unacceptable internet marketing practices or fraudulent procedures, whether or not it causes Pinnacle or the Player harm. Should fraudulent activity, knowingly or otherwise, arise from a person directed to a website via your link, we retain the right to retract the Affiliate Commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge.

AFFILIATE COMMISSION, REPORTS & PAYMENTS

We will track and report Player activity for the purposes of calculating your Affiliate Commissions based on your Commission Structure. Reports will be made available online for you to review new Real Money Players per Xcode. We hereby exclude any and all liability for the accuracy or completeness of any such reports.
Affiliate Commissions are paid into your Affiliate Commission account on the first day of the month. The transfer of Affiliate Commission to your nominated player or company account is the responsibility of the Affiliate.
In the instance that any new player account is not automatically tagged to the correct affiliate, we will endeavour to tag the new account to the correct affiliate as soon as possible. Retroactive commission adjustments will not be made for activity that occurred during a period for which commission has already been paid. Players will not be moved after the two-week period from the date the Players initially signed up.
Affiliates are eligible for payment on the balance of their sports or casino commission earnings. Negative commission balances in sports or casino will be deducted from available commissions. All payments to you will be due and payable in Canadian Dollars or such other currency as we will determine, regardless of the currency any Players assigned to your Xcode may have played in. If no Personal Betting Account is open in the name of the registered account holder, Affiliate Commissions may be withdrawn directly from the Affiliate Commission Account. In the event that the Affiliate also has a Personal Betting Account, Affiliate Commissions must be transferred from your Affiliate Commission Account to your Pinnacle Personal Betting Account. You may then withdraw money via your choice of any of the payment methods supported by Pinnacle. You are entitled to one free payout per month and any additional payout requests will incur charges that will be deducted from your account balance. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies from your account.
In the event that, at our sole discretion, we suspect any Fraud Traffic, we may delay payment of the Affiliate Commission to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. We are not obligated to pay Affiliate Commission in respect of Real Money Players who, at our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then at our sole discretion we may: (i) pay the Affiliate Commissions in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Affiliate Commissions in respect of Fraud Traffic (as appropriate) and/or (iv) merge duplicate accounts, and/or (v) sever the link between the Master Affiliate and Sub Affiliate, and/or (vi) terminate the Affiliate Agreement.
In the event that, at our sole discretion, we terminate this Agreement based on the determination of any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, the Affiliate Commission Account will be closed and all funds will be taken out of the Affiliate Commission Account without prior notice or further explanation. The Affiliate will be notified of the termination of this Agreement within five (5) business days from the moment of determination of any activity to constitute Fraud Traffic. You understand and agree that potential Real Money Players must link through to the Pinnacle Website using your Xcode (or any other applicable tracking link) in order for you to receive Affiliate Commissions. In no event are we liable for your failure to correctly implement tracking from an Affiliate Website to a Pinnacle Website or for a potential Real Money Player's failure to properly enter a valid Xcode. Notwithstanding any other provision herein, we may at any time and at our sole discretion alter our tracking system and reporting format.
The Affiliate Commission Account becomes inactive and will be closed when: 1. The Affiliate and/or Master Affiliate and/or Sub Affiliate has not logged into the Affiliate Commission Account and/or the Affiliate Account in the past two (2) years; and/or 2) The Affiliate and/or Master Affiliate and/or Sub affiliate has not promoted Pinnacle in the past two (2) years; and/or 3) The Affiliate and/or Master Affiliate and/or Sub Affiliate has not referred any new Real Money Players in the past two (2) years.
If you disagree with the monthly commission amount, do NOT accept payment for such amount and immediately send us written notice of your dispute to: affiliates@pinnacle.com. Dispute notices must be received within thirty (30) days of our making available the disputed commission amount or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Affiliate Commission, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.
You shall comply with all applicable laws and any policy notified by us through our Website or otherwise in relation to money laundering and/or the proceeds of criminal activities.
All taxes due in connection with any payments to you are your sole liability. You are responsible for complying with the tax rules applicable in your jurisdiction, if any, for registering for and paying income tax and similar taxes in respect of your income from this agreement and for collecting and paying the income tax and other tax contributions in respect of any staff employed by you.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that Pinnacle or the Group owns or licenses all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Pinnacle Website, and the Pinnacle Marks. Any use of any trademark, domain name or trade name that contains, is confusingly similar to, or is comprised of any of the Pinnacle Marks (other than in accordance with the terms of this Agreement), without our prior written consent or permission, shall be considered unauthorised and may constitute Fraud Traffic.
You will not adopt or use, nor buy or otherwise book as a keyword for paid search, any company name, any trademark, trade name, brand, shop sign, external banner advertising, domain name, or URL (specifically, any term before the third "/" of your URL) that incorporates as apart thereof or in full, any of Pinnacle, or its corporate Affiliates' trademarks (including without limitation "Pinnacle", "Pinnacle Sports", "Pinnacle Sportsbook", "PinnacleSports book", "Pinnacle Sportbetting", "Pinnacle Sports betting", "Pinnacle SportsCasino", "Pinnacle Sports Casino", "Pinnacle SportsAffiliates", "Pinnacle Sports Affiliates", "Pinnacle Affiiates", "Pinnacle Sports Direct", “Pinnacle Solution”, “Pinny Ontario”), trade names, company names, brands, shop signs, domain names or URLs (including the translations and transliterations), or any variations thereof.
You may not register a domain name that includes Pinnacle Marks or any other such similar trademark. This includes the use of Pinnacle Marks on any social media platform/service or via an app. The Affiliate should ensure that they comply with the Advertising Regulations and Guidelines and with these terms and conditions (including part 2 sub 2 sub 1) in marketing Pinnacles' products or services through any social media platform/service or via an app. You shall not register or attempt to register any trademarks or domain names that contain, are confusingly similar to, or are comprised of Pinnacle Marks, unless you agree to transfer any domain name or trademark application or registration to Pinnacle.
Nothing shall bestow upon you any right to use the trademark "Pinnacle" by itself, or any other such similar trademark, unless agreed to in writing by us.
You acknowledge that the Pinnacle Marks are exclusively vested and shall remain vested in Pinnacle and/or the Group, and that no ownership interest in the Pinnacle Marks is transferred to you by this Agreement. You further agree not to attack or challenge our ownership of and title to any of the Pinnacle Marks in any way.
This Agreement shall endure to the benefit of, and be binding upon, the successors and/or assigns of each party hereto, under operation of law.

INDEMNITY

any breach by the Affiliate of any warranty, representation, or agreement contained in this Agreement;
the Affiliate's performance of its duties and obligations under this agreement;
the Affiliate's negligence;
the Affiliate's failure to comply with all applicable laws or regulations or failure to obtain and hold all necessary licences;
any injury caused directly or indirectly by the Affiliate's negligence or intentional acts or omissions; or
the unauthorised use of our banners and links or this referral program

CONFIDENTIALITY AND ANNOUNCEMENT

The parties agree to keep this Agreement and its existence thereof confidential to the parties save to the extent that disclosure is required in order to enjoy the benefit of these terms.
Each party undertakes that it shall not at any time during the Term, nor for a period of three years after termination of the Term, disclose to any person any Confidential Information except as permitted by paragraph 7.3.
Each party may disclose the other party's Confidential Information:
to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this paragraph 7; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

LIABILITY

Save where expressly provided, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.
Nothing in this Agreement shall operate to exclude or limit Pinnacle's liability for:
death or personal injury caused by its negligence;
any breach of the terms implied by section 14 of The Sale of Goods act, R.S.O. 1990, c. S.1
fraud; or
any other liability which cannot be excluded or limited under applicable law.
Pinnacle shall have no liability for any losses or damages which may be suffered by the Affiliate (or any person claiming under or through the Affiliate), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
loss of use;
loss of profits;
loss of anticipated savings;
loss of business opportunity;
loss of contracts;
loss of goodwill; or
loss arising from damaged, corrupted or lost data;

This is also applicable if the Affiliate uses any social media platform or an app in marketing Pinnacle’s products or services. Provided that this paragraph 8.3 shall not prevent claims for direct financial loss that are not excluded by any of categories (a) to (g) inclusive of this paragraph 8.3;

Subject to paragraph 8.2, Pinnacle's liability, whether in contract, tort (including negligence), or otherwise and whether in connection with these Terms and Conditions or any collateral contract, shall not exceed CAD $1,000 on aggregate.

DISCLAIMERS

We make no express or implied warranties or representations with respect to the Affiliate Program or commission arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing or trade usage or usage by the Affiliates of social media platforms or apps in marketing Pinnacles' products or services). In addition, we make no representation that the operation of our site will be uninterrupted, virus or error-free and will not be liable for the consequences of any interruptions, viruses or errors.

FORCE MAJEURE

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this Agreement by giving fourteen (14) days written notice to the affected party.

TERMINATION

You may terminate this Agreement, with or without cause, immediately upon written notice to us that you may send by email marked "Termination" to: affiliates@pinnacle.com. Pinnacle may also terminate this agreement, with or without cause, immediately upon written notice to you. For the avoidance of doubt, termination of the Agreement will end your participation in the Affiliate program. In the event that you elect to terminate this Agreement, you must withdraw all monies in your Affiliate Commission Account within thirty (30) days of sending the above-mentioned email. If such monies have not been withdrawn by such time, then they shall be deemed forfeited and shall revert to us.
In addition to any other remedies provided in this Agreement or by operation of law, we may terminate this Agreement without cause, in whole or in part, for convenience, upon written notice to you by email to such email address you have provided to us. In the event we terminate the Agreement as a whole, we shall be entitled to automatically render any Xcodes inoperative. For the avoidance of doubt, on termination of this Agreement, you will no longer receive any Affiliate Commissions. If we terminate a specific Xcode, you will no longer receive any Affiliate Commissions through that Xcode; however, your remaining Xcode(s) will not be affected.
We may terminate this Agreement for good cause, upon the following:
If you are in material breach of any of your obligations under this Agreement and either that breach is (1) incapable of being cured, or (2) remains uncured for 90 days after receiving written notice of the breach;
If you become insolvent or are otherwise unable to pay your debts in the ordinary course of business;
If you are dissolved (other than by way of a re-organisation) or file for bankruptcy, or otherwise cease to engage in your normal business operations and are unable thereby to fulfil your obligations under this Agreement;
In the event that your website is aimed at children and/or individuals under the age of 19, promotes discrimination based on race, sex, religion, nationality disability or sexual orientation, promotes illegal activities, or violates intellectual property rights as defined in this Agreement;
If you are guilty of, after any unsuccessful appeal process, violating in the course of its performance hereunder, any local, state or federal laws, rules and regulations pertaining to gambling on the internet;
In the event of repeated attempts by you or any of your employees or contractors, to gain unauthorised access to the Pinnacle Website or customer database; and
We have reason to suspect you of attempting to defraud us by any of the methods listed under Fraud Traffic;
We may suspend this Agreement, in whole or in part, upon the following:
In any circumstance where we are entitled to terminate this Agreement or terminate any specific Xcode, we may at our sole discretion and without prejudice to our further rights and remedies, suspend the Agreement or any specific Xcode. During the period of any suspension, we may withhold the payment of any Affiliate Commissions that relate to any affected Xcodes. Payment of any withheld Affiliate Commissions will be made to you on the lifting of the suspension.
In any circumstance where we are entitled to terminate this Agreement for cause, we may suspend your right to use the Pinnacle Mark "pinnacle" or any other such similar trademark, if you or the company that is using any Pinnacle Mark becomes part of any criminal or securities investigation, is indicted or criminally charged in any crime, files for bankruptcy or becomes insolvent, is a defendant in a lawsuit that seeks injunctive relief, your gaming license is suspended or terminated by any governmental authority, or you are involved in any scandalous matter which the press is investigating and which may adversely affect the good will of any Pinnacle Marks.

CONSEQUENCES OF TERMINATION

The following will apply if we terminate this Agreement:
You shall immediately stop promoting the Pinnacle Websites and all rights and licenses given to you under this Agreement will terminate immediately;
You shall immediately return all Confidential Information and cease use of any Pinnacle Marks and the Marketing Materials;
We may leave open, redirect or deactivate any Xcodes in our sole discretion without any obligation to pay you for Players who subsequently become Real Money Players; and
Provided that we have paid, or do pay to you, such sums as are due at the date of termination and that shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums.
If we terminate and/or suspend this Agreement you have the right to "cure" any deficiencies which caused us to terminate and/or suspend the Agreement, by notifying us in writing within 90 days of the notice, that you have "cured" the deficiency which caused the termination or suspension.
Upon termination of this Agreement for any reason, the rights and licenses granted by Pinnacle to you shall terminate automatically, and you shall immediately cease using the Gaming Data or Pinnacle Marks for any purpose whatsoever.

ASSIGNMENT

13. The Affiliate shall not novate, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any manner with any of its rights and obligations under this Agreement, or purport to do any of the same, without the prior written consent of Pinnacle.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

RIGHTS AND REMEDIES

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

DATA PROTECTION

The Affiliate will duly observe all its obligations under the Protection of Personal Information and Electronic Documents Act (PIPEDA) and any amendments thereto which arise in connection with this Agreement.
The Affiliate shall ensure that it has adequate technical (and organisational) security procedures in place to prevent the unauthorised or unlawful disclosure of personal data.
The Affiliate shall read and comply with the Pinnacle Privacy Policy as set out on the Pinnacle.ca website and any amendments thereto which arise.

NO PARTNERSHIP

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.

WAIVER

SEVERABILITY

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of this Agreement.
If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

NOTICES

Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
sent by email to its main email address.
Any notice shall be deemed to have been received:
if sent by email, at the time of sending.
This paragraph does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

THIRD-PARTY RIGHTS

No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

FURTHER ASSURANCE

GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Province of Ontario.
Each party irrevocably agrees that the courts in Ontario shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

VARIATION

This Agreement shall not be varied in its terms by any oral agreement or representation or otherwise other than by an instrument in writing of subsequent date executed by all the parties hereto.

LANGUAGE

This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in all events prevail.