TERMS AND CONDITIONS

 

USE OF THE AFFILIATE PROGRAM

 

Version 1.1 of the Affiliate Program Terms and Conditions, last updated on April 8, 2024.

 

The Affiliate Program is operated by [Kawaii Partners].

 

By completing the affiliate application for the Affiliate Program (“Affiliate Program”) and agreeing to these terms and conditions (“Agreement”), you (“Affiliate”, “you”) hereby consent to adhere to all the terms and conditions outlined in this Agreement, including the various Commission Structures applicable to different products. All Commission Structures shall be considered integral components of this Agreement. Kawaii Partners reserves the right to modify, amend, delete, or add to any provisions of this Agreement at any time, at its sole discretion, without providing advance notice to the Affiliate, subject to the terms and conditions in this Agreement. However, Kawaii Partners undertakes the responsibility to send a notification letter to the contact email provided during registration. Your participation in the Affiliate Program; use of the marketing tools provided on the Affiliate Program website (as defined hereinafter); or acceptance of any Affiliate commissions from Kawaii Partners signifies your irrevocable acceptance of this Agreement (and any modifications thereto).

 

Hence, you are obliged to consistently adhere to the terms and conditions set forth in this Agreement, including Advertising Guidelines (as attached herein below), Privacy Policy, and Data Processing Agreement (if applicable), as well as any other rules and/or guidelines periodically communicated to you by Kawaii Partners.

 

This Agreement shall become effective on the date Kawaii Partners approves Affiliate’s application for the participation in the Affiliate Program and confirms Affiliate’s account . 

 

Kawaii Partners reserves the right to refuse any registration of the Affiliate at its sole and absolute discretion.

 

If a person is entering into this Agreement on behalf of a business entity, by doing so, he/she represents that he/she has the legal capacity and authority to bind such a business entity to this Agreement.

 

An individual may apply for the participation in the Affiliate Program only if he/she is 18 years of age or over (or such other higher minimum legal age in Affiliate’s country) and it is legal for him/her to do so according to the laws that apply in his/her country.

 

GENERAL TERMS AND CONDITIONS

 

ARTICLE 1

 

Purpose:

 

1.1 Kawaii Partners is in the business of marketing, logistical and general support services in connection with remote gaming. Kawaii Partners Kawaii Partners is operating the kawaii.partners Affiliate Program through the website kawaii.partners.

 

1.2 The Affiliate operates one or more websites on the Internet (“Affiliate Website”) and/or refers potential customers through other channels.

 

1.3 This Agreement governs the terms and conditions related to the promotion of Kawaii Partners online casino brands, whereby the Affiliate will be compensated with commissions, as defined under this Agreement, depending on the traffic directed to Kawaii Partners online casino brands, subject to the terms and conditions of this Agreement.

 

ARTICLE 2

 

Affiliate Acceptance:

 

2.1 In compliance with applicable regulations, Kawaii Partners is required to conduct specific checks on Affiliates (“Checks”). The Affiliate is required to provide Kawaii Partners with all due diligence (DD) documents requested by Kawaii Partners for the purpose of Checks. The Affiliate may furnish the DD documents to Kawaii Partners at the time of entering into the Agreement or within one month after entering into this Agreement but no later than the first commission payment by Kawaii Partners to the Affiliate under this Agreement.

 

2.2 Kawaii Partners shall assess the Affiliate by conducting Checks and will notify the Affiliate in writing of the acceptance or rejection of the provided DD documents. Kawaii Partners reserves the right to withhold any commission payment until the DD documents are submitted and deemed satisfactory to Kawaii Partners in accordance with its internal policies.

 

2.3. Affiliates shall ensure that information provided at or after registration is always accurate and kept up to date.

 

2.4. Affiliates must not disclose their  login details to anyone and allow anyone else to use them. Affiliate is responsible for the security of its login details.

 

2.5. Everyone who identifies themselves by entering correct login details is assumed by Kawaii Partners to be the Affiliate and all transactions where login details have been entered correctly will be regarded as valid and attributed to this Affiliate.

 

2.6. It is Affiliate’s sole responsibility to ensure that at all times it complies with the laws that govern Affiliate’s activities and that Affiliate has the complete legal right to participate in the Affiliate Program.

 

ARTICLE 3

 

Qualifying Conditions:

 

3.1 The Applicant/Affiliate hereby represents and warrants that:

 

1. a) They are of legal age in the relevant jurisdiction to agree to and enter into this Agreement.
2. b) They are competent and duly authorized to enter into binding Agreements on behalf of the Affiliate and the Affiliate Website.
3. c) They have ownership of all rights, licenses, and permits, including in relation to the Affiliate Websites, required to market, promote, and advertise Kawaii Partners online casino brands in accordance with the provisions of this Agreement.
4. d) They will comply with all applicable rules, laws, and regulations related to the promotion of Kawaii Partners online casino brands.
5. e) They fully understand and accept the terms and conditions of this Agreement.
6. f) They have no criminal record in their country of origin or residence. 

Kawaii Partners reserves the right to terminate any Affiliate accounts and withhold any earnings of an Affiliate found to be in violation of the above provisions.

 

ARTICLE 4

 

Additional Rules and Terms:

 

4.1. Additional rules and terms if are a part of an insertion order, published on the Affiliate Program’s websites and/or otherwise notified to the Affiliate by Kawaii Partners, are included in this Agreement by reference and may set out:

1. a) Targeting (e.g. demographic (gender, age) and/or geographic targeting), traffic (e.g. retention rate) metrics or KPIs;
2. b) Terms of use of Creatives;
3. c) Earnings model (e.g. revenue share, CPA, hybrid, etc.)
4. d) Commission structure, composition, definition and rates;
5. e) Payment terms;
6. f) Restrictions on use of specific channels, promotional methods or media; and
7. g) Any other terms, requirements and restrictions determined by Kawaii Partners.

 

4.2. Kawaii Partners reserves the right to change, modify, or cancel any term and condition of its additional advertising rules and terms, in whole or in part, at its sole discretion. We will always communicate any changes to our affiliates via email to ensure transparency and clarity regarding any modifications to the terms.

 

4.3. In case of conflict of this Agreement and the applicable additional advertising rules and terms, the terms and conditions of the latter shall prevail.

 

ARTICLE 5

 

Use of Creatives: 

 

5.1. Affiliates are prohibited from utilizing their own promotional materials, including but not limited to banners, text ads, and marketing content, to promote Kawaii Partners casino brands without prior approval from Kawaii Partners, including from your Kawaii Partners’s manager (the “Affiliate Manager”). Affiliates must seek and obtain written consent from the Affiliate Manager before implementing any of their creatives in promotional activities related to Kawaii Partners casino brands. Failure to comply with this provision may result in the suspension or termination of the Affiliate’s account, as well as the withholding of commissions.

 

5.2. Kawaii Partners may provide Affiliate with creatives. Affiliate may not alter, modify, manipulate or create derivative works of such creatives in any way, unless Affiliate has received prior written consent from Kawaii Partners to do so. Kawaii Partners is only entitled to use these materials, in accordance with this Agreement. Kawaii Partners may change, suspend, alter, modify or discontinue any aspect of its creatives provided to Affiliate.

 

5.3. Affiliate agrees to promptly comply with any request from Kawaii Partners to remove, alter or modify Link (as defined below) and/or creatives that are being used by Affiliate as part of Affiliate Program.

 

ARTICLE 6

 

Responsibilities and Obligations of Kawaii Partners:

 

6.1 Kawaii Partners shall furnish the Affiliate with all necessary information and marketing materials for implementing the tracking link (“Link”).

 

6.2 Kawaii Partners shall oversee the turnover generated through the Link, record Net Revenue and total commission earnings derived from the Link, furnish the Affiliate with commission statistics. Each referred customer will be assigned a unique tracking identification code.

 

6.3 Kawaii Partners shall make payments to the Affiliate based on traffic generated, in accordance with the terms and conditions of this Agreement.

 

ARTICLE 7

 

Responsibilities and Obligations of the Affiliate:

 

7.1 The Affiliate hereby agrees and undertakes:

1. a) To diligently and effectively promote, market, and advertise Kawaii Partners online casino brands to maximize mutual benefits, adhering to this Agreement, including attached Advertising Guidelines, and any guidelines provided by Kawaii Partners.
2. b) To market and refer potential players to Kawaii Partners online casino brands at their own expense. The Affiliate assumes sole responsibility for the distribution, content, and manner of marketing activities. All marketing activities must align with professionalism, propriety, and compliance with applicable laws and this Agreement.
3. c) To exclusively use the provided Link within the scope of the Affiliate Program; unauthorized changes or modifications to any Link, Creatives or marketing material require prior written authorization from Kawaii Partners.
4. d) To maintain, operate, and update the Affiliate Website or other media where advertising is permitted, including all content on it.
5. e) To comply with all relevant rules, laws, and regulations in connection with promoting Kawaii Partners online casino brands.

 

7.2 The Affiliate further agrees and undertakes:

1. a) Not to engage in any actions that are defamatory, discriminatory, obscene, unlawful, or otherwise unsuitable or that contain explicit, pornographic, obscene, or graphically violent materials.
2. b) Not to target individuals below the legal gambling age.
3. c) Not to target jurisdictions where gambling and its promotion are illegal.
4. d) Not to generate traffic to Kawaii Partners online casino brands through illegal or Fraudulent means, including but not limited to (i) sending spam; (ii) utilizing incorrect meta tags; and (iii) registering as a player or making deposits directly or indirectly to any player account through its tracker(s) for personal use or the use of associates, friends, employees, or third parties, or any other attempt to artificially inflate commissions or defraud Kawaii Partners. Notwithstanding the generality of Article 10.9, violation of this provision constitutes Fraud.
5. e) Not to present the Affiliate Website in a way that may cause confusion with Kawaii Partners online casino brands or convey that the Affiliate Website is partially or fully associated with Kawaii Partners online casino brands.
6. f) Not to use Kawaii Partners’ terms, trademarks, and other intellectual property rights unless expressly authorized in writing by Kawaii Partners.

 

7.3.    The Affiliate is prohibited from:

1. a) Using any incentives, points, rewards, cash, or prizes. 
2. b) Giving or promising a remuneration, including a percentage of the CPA and/or revenue share as an incentive for becoming a New Customer, including but not limited, by using any roulette playing schemes or casino systems where consumers are advised, in any way, on how to play to beat the online gambling system.
3. c) Publishing or otherwise advertising Kawaii Partners online casino brands in messengers, by email, telemarketing, text messaging or other direct marketing in any form to any device.
4. d) Using content locking, framing, toolbars, adware, cookie stuffing, forced clicks, iframes, pop-ups, pop-unders, or any other technology or process to associate your identification number with a lead without the lead first viewing an add presented by you to the lead and that same lead then clicking the Link.
5. e) Advertising Kawaii Partners online casino brands using Google Search Advertising (Google Ads) or similar advertising networks. This prohibition includes, without limitation, using Google Search Advertising or similar advertising networks to engage in the practices known as “double serving “ and “cloaking” where a marketer uses its own jump page to then link into our web page via pre-pop functionality.  
6. f) Using endorsements, testimonials, someone’s names, likeness or images or any personal or identifying information about a person unless we have received, reviewed and provided express, prior written consent to such advertising.

Certain restrictions can be lifted or modified in the applicable insertion order or other additional rules and terms.

 

7.4 The Affiliate agrees to:

1. a) Grant Kawaii Partners compliance and internal audit departments unlimited access to Affiliate data and provide Kawaii Partners external auditors with full rights to inspect and audit data, including granting a competent gaming authority direct access to relevant data and the Affiliate’s premises as required.
2. b) Notify Kawaii Partners immediately of any significant changes in circumstances that may impact the continued provision of services, including changes in Affiliate ownership, and provide timely notice in the event of dire financial situations, allowing Kawaii Partners sufficient time to seek alternatives without disrupting business operations.

 

7.5 The Affiliate may not subcontract any services under this Agreement, unless otherwise agreed upon by both parties in writing, in which case, the Affiliate’s responsibilities under this Agreement remain unchanged and the Affiliate will be solely responsible for its subcontractors.

 

ARTICLE 8

 

Commission Structure:

 

8.1 For the ‘revenue share’ earnings model the following applies:

1. a)  Commissions are paid out as a percentage of Net Revenue (NGR).
2. b) Net Revenue is defined as: all monies received by Kawaii Partners from customers in relation to casino activities less (i) amounts paid out to customers as winnings, (ii) bonuses and/or loyalty bonuses, (iii) administration fees (35%), (iv) Fraud costs, (v) charge-backs, (f) returned stakes (vi), monies paid out as duties or taxes (vii) jackpot contribution and (viii) any commissions/fees due to third parties for providing/licensing games and/or games software.
3. c) If otherwise is not specified in the applicable insertion order or other additional rules and terms, you will earn revenue share commission based on the following:

After the first month the commission percentage will depend on the number of new FTD’s (First Time Deposits) referred by you. The following progressive calculation will apply:

FTDs    Commission %

0-9       –  30%

10-19   –  35%

20-49   –  40%

50+      –  45%

 

8.2. For other earnings models (‘CPA’, ‘hybrid’, etc.) commissions are calculated and paid as specified in the applicable insertion order or other additional rules and terms.

 

ARTICLE 9

 

High-Rollers Policy:

 

9.1. There will be no negative carryover unless there is New Customer(s) referred by you that meet the conditions set out in this Article, in which case the below will apply:

1. a) In any given month, if a New Customer generates a negative Net Revenue of €10,000 or more at any time (in which case, the New Customer shall be referred to as a “High-Roller”), and your aggregated net revenue in that month (across all referred New Users and game types) is negative €2,000 or more, then the negative Net Revenue generated by the High-Roller will be carried forward and offset against future Net Revenue generated by that High-Roller until the negative balance (the “Highrolled Balance”) reaches zero.
2. b) The Highrolled Balance carried forward will not be set off against other New User’s net revenue, but only against the net revenue generated by the High-Roller.
3. c) The Highrolled Balance carried forward will not be greater than the total aggregate negative net revenue generated by your New Users during that month. 
4. d) If more than one High-Roller is designated during the same calendar month, the aggregate negative balance carried forward will be split proportionally between them. 
5. e) The Highrolled Balance of a High-Roller will be reduced by future positive net revenue that the High-Roller generates in subsequent months. 
6. f) The Highrolled Balance will not be increased by future negative net revenue unless the High-Roller meets the qualifying criteria to be classified as a “High-Roller” during the applicable month.
7. g) If you have qualifying High-Rollers on your account, you will be notified at the beginning of the following month.

 

ARTICLE 10

 

Payment:

 

10.1 Kawaii Partners commits to paying the Affiliate a commission calculated based on Net Revenue generated from New Customers referred by the Affiliate from the Affiliate Website or another channel through the Link. “New Customers” means  customers of Kawaii Partners who (a) are permitted under applicable law to use the services offered by Kawaii Partners, (b) do not yet possess a player’s account with Kawaii Partners, (c) accessed Kawaii Partners online casino brands via the Link, (d) registered, accepted by Kawaii Partners as a user and have made real money transfers equivalent to or exceeding the minimum deposit into their Kawaii Partners online casino account and such account and/or payment has not been canceled, terminated, refunded or charged back. The commission will be paid less of any applicable tax.

 

10.2 Commission  calculation may be product-specific and be detailed in the product-specific Commission Structure agreed upon individually with each Affiliate.

 

10.3 Commissions are calculated and paid monthly for the preceding month, provided the amount surpasses 200 EUR. However, for bank transfers, the minimum withdrawal amount is 1000 EUR (both, the “Minimum Threshold”). If the balance falls below the applicable Minimum Threshold, it rolls over to the next month and becomes payable when it collectively exceeds the applicable Minimum Threshold. Commissions are typically processed and paid out by the 25th of each month.

 

10.4 Kawaii Partners may correct commission calculation errors at any time. If an error occurs, Kawaii Partners will promptly pay underpayments and recover overpayments made to the Affiliate.

 

10.5 Acceptance of payment by the Affiliate constitutes a full and final settlement of the balance.

 

10.6 In case of disagreement with the reported balance, the Affiliate must send an email to Kawaii Partners at [email protected] within thirty (30) days, specifying the reasons for the dispute. Failure to send an email within the designated timeframe will be regarded as an irrevocable acknowledgment of the balance due for the billing month in question.

 

10.7 Kawaii Partners may withhold payment of any balance to the Affiliate for up to one hundred and eighty (180) days to conduct investigations and verify that the relevant transactions comply with the terms and conditions of this Agreement.

 

10.8 No payment shall be made and the Affiliate commits to refunding all commissions already received (along with any costs incurred for legal actions or claims pursued against the Affiliate to the fullest extent allowed by law), when the traffic generated is illegal, is based on Fraud (as defined in Article 10.9), is generated in violation of the Agreement or otherwise contravenes any provisions outlined in this Agreement.

 

10.9 The Affiliate agrees and acknowledges that “Fraud” means (i) actions that result in duplicate New Customers, (ii) bonus abuses or encouragement of bonus abuse on the part of a New Customer, (iii) actions that involve or lead to, or use of fraudulent information, expired authorizations, non-sufficient funds, bank processing errors, duplicate billing, identity theft or card fraud, (iv) chargeback or refund executed by a New Customer in relation to his/her first deposit, (v) collusion on the part of a New Customer with any third party on Website(s), (vi) opening an account with Kawaii Partners in violation of this Agreement, (vii) offering or providing by you or any third party of any incentives, including without limitation when a New Customer is promised or offered any form of compensation or rakeback for visiting Affiliate’s Websites or other media, making deposits, becoming a registered user, etc., (viii) creating or using a single link intended to be used by a single user, or register as a New Customer or make deposits to any account (directly or indirectly) for you own personal use and/or the use of your relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the commissions payable to you, or to defraud Kawaii Partners; (ix) use of automated crawlers, robots, scripts, automated redirects, spiders, software, scrapers, frames, iframes, scripts, “refreshing” of pages or other mechanical, artificial or fraudulent means to generate New Customers, (x) use of deceptive methods to encourage a person to click on ads and/or to perform actions, (xi) manipulations with Links, including cookie stuffing, (xii) actions taken in order to alter, redirect or otherwise interfere with the operation or accessibility of Kawaii Partners websites; (xiii) attempts to circumvent any restrictions which have been put in place to prevent users from the restricted territories from signing up as players, or to disguise the geographical location of a New Customer, and (xvi) any other act by you or New Customer which is reasonably understood to be committed in bad faith against Kawaii Partners regardless of whether or not such action has resulted in any type of harm or damage to Kawaii Partners.

 

10.10 Upon termination of this Agreement by either party, the Affiliate shall no longer be entitled to receive any payments from Kawaii Partners, except for payments already earned and unpaid commissions, which shall be settled.

 

10.11 At Kawaii Partners’ sole discretion, the Affiliate may have the option to restructure its Commission Structure and choose an alternative revenue source provided by Kawaii Partners. However, only one Commission Structure can be applied, and once the Affiliate accepts an alternative Commission Structure, it replaces the existing one entirely. Regardless, all obligations under this Agreement remain in effect until its termination, following the terms and conditions herein.

 

10.12 The Affiliate is solely responsible for paying any taxes, levies, fees, charges, or other amounts owed locally and internationally, if applicable, to any tax authority, department, or other competent entity due to revenue generated under this Agreement. Kawaii Partners shall not be held liable for any unpaid amounts, and the Affiliate indemnifies Kawaii Partners in this regard.

 

ARTICLE 11

 

Affiliate’s Verification:

 

11.1. Kawaii Partners will not make payments to third-party accounts. The name on your account with Kawaii Partners must match your true and legal name and identity, and must match the name on the bank/payment accounts used to receive payments.

 

11.2. To verify identity, address and/or payment account of an individual Kawaii Partners may request at any time:

1. a) proof of identity (including but not limited to copies of a valid passport/identity card),
2. b) proof of address, including but not limited to a recent utility bill (should be no more than 3 months old), and
3. c) copy of a recent bank/payment account statement related to a payment method on file (should be no more than 3 months old).

 

11.3. In the event you are a legal entity, you may be requested to provide:

1. a) your formation documents,
2. b) information sufficient for Kawaii Partners to determine the corporate or business entity’s identity, good standing, the authority of your business representative to act on your behalf, as well as the business representative’s identity, and
3. c) copy of a recent bank/payment account statement related to a payment method on file (should be no more than 3 months old).

 

11.4. If you do not supply such documentation to Kawaii Partners and/or if Kawaii Partners is unable to satisfactorily verify your identity, address and/or payment account within a reasonable time-period, determined by Kawaii Partners, Kawaii Partners reserves the discretionary right to:

1. a) Withhold the balance in your account until the verification process is completed satisfactorily.
2. b) Void any or some of your payments and freeze your account with Kawaii Partners.
3. c) Suspend or close your account and terminate this Agreement.

 

ARTICLE 12

 

Termination:

 

12.1 Either party can terminate this Agreement by providing three (3) days’ written notice to the other party. Written notifications can be delivered via email. Kawaii Partners also reserves the right to terminate this Agreement if the Affiliate breaches any of its obligations, representations or warranties under the Agreement. In such cases, Kawaii Partners will terminate this Agreement by sending written notification to the Affiliate, effective on the next calendar day following notification. Written notifications may be delivered via email.

 

12.2 Upon termination of this Agreement:

1. a) The Affiliate must remove all references to Kawaii Partners online casino brands from the Affiliate Website and/or other marketing channels and communications, regardless of whether they are commercial or not.
2. b) All rights and licenses granted to the Affiliate under this Agreement will immediately terminate, and all rights will revert to the respective licensors. The Affiliate must cease using any trademarks, service marks, logos, and other designations owned by Kawaii Partners.
3. c) The Affiliate will only be entitled to earned and unpaid commissions as of the termination date. However, Kawaii Partners may withhold the final payment for a reasonable period, not exceeding ninety (90) days, to ensure correct payment. The Affiliate will not earn or receive commissions beyond the termination date.
4. d) If Kawaii Partners terminates this Agreement due to the Affiliate’s breach, Kawaii Partners may withhold earned but unpaid commissions as collateral for any claims arising from the breach. It is clarified that termination by Kawaii Partners for the Affiliate’s violation of any clauses in this Agreement does not require a notice period and takes immediate effect upon notification by Kawaii Partners to the Affiliate.
5. e) The Affiliate must return all confidential information (and all copies and derivatives) in their possession, custody, or control to Kawaii Partners.
6. f) The Affiliate releases Kawaii Partners from any obligations and liabilities arising after the termination date, except for obligations that, by their nature, survive termination. Termination does not relieve the Affiliate of liability for breaches of this Agreement occurring before termination or for breaches of confidential information, even if they occur after termination. The Affiliate’s confidentiality obligation toward Kawaii Partners persists after this Agreement’s termination.

 

12.3 Kawaii Partners may terminate this Agreement if instructed to do so by the relevant gaming authority or in response to events such as the transfer of responsibilities by the Affiliate to another third-party provider or the relocation of outsourced functions/services in-house. 

 

12.4 If no commission withdrawal is requested within the mentioned sixty (60) days period, Kawaii Partners will notify the Affiliate that all funds in the Affiliate account must be withdrawn within fourteen (14) days from the time of notification. Failure to submit a commission withdrawal request within the stipulated fourteen (14) days from the notification will result in the withholding of any remaining funds in the Affiliate account.

 

ARTICLE 13

 

Disclaimer of Warranties; Limitation of Liability:

 

13.1 The Affiliate acknowledges and agrees that the use of the Internet is at their own risk. The Affiliate Program is provided “as is” and “as available” without any warranties or conditions, express or implied. Kawaii Partners does not guarantee access to the Kawaii Partners online casino brands at any specific time or location.

 

13.2 In no event shall Kawaii Partners be liable to the Affiliate or any other party for inaccuracies, errors, omissions, or losses, injuries, or damages caused in whole or in part by failures, delays, or interruptions of the Kawaii Partners online casino brands or the Affiliate Program.

 

13.3. IN NO EVENT WILL KAWAII PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT KAWAII PARTNERS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. KAWAII PARTNERS’ CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY KAWAII PARTNERS DURING THREE (3) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

 

ARTICLE 14

 

Indemnification:

 

14.1 The Affiliate agrees to defend, indemnify, and hold harmless Kawaii Partners and its affiliates, successors, officers, employees, agents, directors, shareholders, and attorneys from any claims and liabilities, including reasonable attorneys’ and experts’ fees, arising from:

 

1. a) Breach of the Affiliate’s representations, warranties, or covenants under this Agreement.
2. b) Misuse of marketing materials by the Affiliate.
3. c) All activities conducted under the Affiliate’s user ID and password.
4. d) Defamatory, libelous, or illegal material on the Affiliate Website or within the Affiliate’s information and data.
5. e) Claims that the Affiliate’s Website, other channels or data infringes any third-party patents, copyrights, trademarks, or other intellectual property rights or violates third-party rights of privacy or publicity.
6. f) Third-party access or use of the Affiliate Website or Affiliate’s information and data.
7. g) Claims related to the Affiliate’s Website.
8. h) Violation of this Agreement.

 

14.2 Kawaii Partners reserves the right to participate, at its own expense, in the defense of any matter.

 

ARTICLE 15

 

Rights of Kawaii Partners:

 

15.1 Kawaii Partners reserves the right to refuse any player or close a player’s account to comply with Kawaii Partners’ policies and protect Kawaii Partners’s interests.

 

15.2 Kawaii Partners may refuse any applicant/Affiliate and/or close any Affiliate’s account to comply with Kawaii Partners’ policies and protect Kawaii Partners’s interests. This action may be taken if the Affiliate violates the terms and conditions of this Agreement or other rules, policies, and guidelines of Kawaii Partners. Kawaii Partners may also take legal steps to protect its interests.

 

ARTICLE 16

 

Governing Law & Jurisdiction:

 

16.1 This Agreement shall be governed by and construed in accordance with the laws of Curacao. Any action or dispute relating to this Agreement must be brought in Curacao, and the Affiliate consents to the jurisdiction of the Curacao courts. Nothing in this Article shall limit Kawaii Partners’ right to take proceedings against Affiliate in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

 

ARTICLE 17

 

Assignment:

 

17.1 The Affiliate may not assign this Agreement, whether by operation of law or otherwise, without obtaining prior written consent from Kawaii Partners. In the event the Affiliate acquires or obtains control of another Affiliate participating in the Kawaii Partners Affiliate Program, individual accounts will coexist under separate terms.

 

17.2 Kawaii Partners may assign this Agreement, whether by operation of law or otherwise, at any time without obtaining prior consent from the Affiliate.

 

ARTICLE 18

 

Non-Waiver:

 

18.1 Kawaii Partners’s failure to enforce the Affiliate’s adherence to all terms outlined in this Agreement shall not constitute a waiver of the right of Kawaii Partners to enforce said terms at any time.

 

ARTICLE 19

 

Force Majeure:

 

19.1 Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes, or other casualties. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented. Provided that, if the force majeure event subsists for a period exceeding thirty (30) days then either party may terminate the Agreement without notice.

 

ARTICLE 20

 

Relationship of the Parties:

 

20.1 Nothing contained in this Agreement, nor any action taken by any party to this Agreement, shall be deemed to constitute either party (or any of such party’s employees, agents, or representatives) an employee, or legal representative of the other party, nor to create any partnership, joint venture, association, or syndication among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other party.

 

ARTICLE 21

 

Severability / Waiver:

 

21.1 Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

 

ARTICLE 22

 

Confidentiality:

 

22.1 All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of Kawaii Partners shall be treated confidentially. Such information must not be used for its own commercial or other purposes or divulged to any person or third party neither direct nor indirectly unless the prior explicit and written consent of Kawaii Partners This provision shall survive the termination of this Agreement.

 

22.2 The Affiliate shall not use the confidential information for any purpose other than the performance of its obligations under this Agreement.

 

ARTICLE 23

 

Changes to this Agreement:

 

23.1 Kawaii Partners reserves the right to amend, alter, delete, or add to any of the provisions of this Agreement, at any time and at its sole discretion, without giving any advance notice to the Affiliate subject to the terms and conditions set out in this Agreement. Any such changes may be posted on Kawaii Partners Website and always sent in a letter to the email used for registration.

 

23.2 In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.

 

ARTICLE 24

 

Trademarks:

 

24.1 Nothing contained in this Agreement will grant either party any right, title or interest in the trademarks, trade names, service marks or other intellectual property rights (“marks”) of the other party. At no time during or after the term will either party attempt or challenge or assist or allow others to challenge or to register or to attempt to register the marks of the other party or of any company within the group of companies of the other party. Provided also that neither of the parties will register nor attempt to register any mark which is basically similar to and/or confusingly similar to any mark which belongs to the other party or to any company contained within the other party’s group of companies.

 

ADVERTISING GUIDELINES

 

ARTICLE 1

 

Purpose:

 

As a member of the Kawaii Partners Affiliate Program, advertising on behalf of Kawaii Partners and representing Kawaii Partners Website, Kawaii Partners expect Affiliates to share Kawaii Partners’s values and ensure that any advertising carried out on behalf of Kawaii Partners follows the regulations and rules issued by the relevant authorities.

 

For the avoidance of doubt, it is the responsibility of the Affiliate to ensure compliance with all advertising guidelines and legislation related to the promotion of online gaming in their respective jurisdiction. These guidelines apply to all forms of advertising, including but not limited to banners, mailers, reviews, native ads, and SMS sendouts. Failure to comply may result in the closure of the Affiliate account and, depending on the severity of the breach, the withholding of pending commissions. Any fines imposed by regulators due to incorrect or inappropriate behavior by an Affiliate may be passed on to the Affiliate, in part or in full.

 

The purpose of this document (“Advertising Guidelines”) is to outline how our Affiliates can promote Kawaii Partners Website effectively and in compliance with the law.

 

In case of any doubt regarding your obligations under the Agreement and/or Advertising Guidelines or under the relevant legal and/or regulatory requirements in the jurisdictions where you are located, please don’t hesitate to contact your Affiliate Manager or send an email to [email protected]

 

ARTICLE 2

 

General Guidelines (applicable to all campaigns, channels and media):

 

It is prohibited to provide advertisements and/or place such advertisement on the Affiliate’s Website or in other media that:

 

1. a) Encourage any person to violate gaming laws.
2. b) Depict individuals under 18 years of age or other vulnerable persons engaged in gambling.
3. c) Encourage or target individuals under 18 years of age or other vulnerable persons to gamble. All advertisements must clearly indicate that the promoted gambling activity is intended only for individuals who are over 18 years of age.
4. d) Are likely to be particularly appealing to individuals under 18 years of age or other vulnerable persons, especially through association with youth culture.
5. e) Exploit the susceptibilities, aspirations, credibility, inexperience, or lack of knowledge of individuals under 18 years of age or other vulnerable persons.
6. f) Contain false or misleading information, particularly regarding the chances of winning or the expected return to a gambler. Advertisements must explicitly explain how to utilize an offer, and the targeted audience must receive sufficient information to make an informed decision before accepting a promotion.
7. g) Suggest that gambling is a form of financial investment.
8. h) Promote or condone socially irresponsible gambling behavior or behavior that may lead to financial, social, or emotional harm.
9. i) Suggest that skill can influence games that are purely games of chance.
10. j) Promote smoking or excessive alcohol consumption while gambling.
11. k) Imply that gambling is necessary for social acceptance, personal or financial success, or the resolution of economic, social, or personal problems.
12. l) Feature endorsements by well-known personalities or celebrities that suggest gambling contributes to their success.
13. m) Exceed the limits of decency.
14. n) Suggest that gambling provides an escape from personal, professional, or educational problems such as loneliness or depression.
15. o) Portray gambling as indispensable or as taking priority over family, friends, or professional or educational commitments.
16. p) Suggest that gambling can enhance personal qualities, such as improving self-image or self-esteem, or is a way to gain control, superiority, recognition, or admiration.
17. q) Link gambling to seduction, sexual success, or enhanced attractiveness.
18. r) Include statements that pressure the targeted audience into making quick decisions or employ aggressive promotional techniques. Examples of disallowed statements include, but are not limited to: “You have won x amount of bonus,” “This bonus is only available today” (if the offer is not time-limited), “Get rich today.”
19. s) Provide false or untruthful information about the chances of winning or expected return from gaming.
20. t) Exploit cultural beliefs or traditions about gaming or luck.
21. u) Make reference to instantly available consumer credit services, or any other ways of providing credit to players.
22. v) Tarnish the goodwill and privilege that is associated or related in any manner whatsoever to an authorized person or tarnish the image or reputation of another authorized person.

 

In cases where the promotion or advertisement is constrained by time or space, it must include as much essential information as possible and direct players to an easily accessible source where all material information is prominently displayed. If the advertisement is digital, material information should be no more than one click away from the advertisement itself.

 

All advertising and commercial communications must clearly indicate that they are not originating from Kawaii Partners Website.

 

Affiliate at all times must have express permission to use third-party copyrighted or other proprietary material in the ads, Affiliate’s websites or other media, or as a part of Creatives (if such Creatives are not provided by Kawaii Partners), and to use any name, image, likeness, or other aspects of an identity of another individual (e.g. photographs or images of individuals). 

 

ARTICLE 3

 

Responsible Gaming Message:

 

Educational responsible gaming messaging must be prominently included in all advertisements and commercial communications related to gaming. In cases where spatial limitations, such as those on portable communication devices, make it impractical, alternative means that effectively capture the viewer’s attention may be used. The web portal address of any entity dedicated to responsible gaming must be included in all advertisements and commercial communications in a legible manner. In cases where spatial limitations exist, alternative means that effectively capture the viewer’s attention may be used. If click-throughs are used, the landing page should be no more than two clicks away and should be either the Affiliate’s or Kawaii Partners responsible gaming microsite or a related web portal.

 

All advertisements and commercial communications, except for sponsorships, must prominently display a sign indicating the minimum age required to participate in the promoted game for their entire duration.

 

ARTICLE 4

 

Rules for any kind of Send outs/Commercial communication:

 

You must provide a preview of the actual send-out, including email, and the text you are planning to send and gain permission from your Affiliate Manager before it is sent.

 

Affiliates shall not engage in any activity that involves sending of unsolicited commercial communications, whether it is through its own operation or by the intervention of third parties. Customer’s subscription to receiving marketing material from the Affiliate shall be on an opt-in basis, preferably double opt-in. Kawaii Partners will require evidence of how you have sourced your database with a clearly defined opt-in process to receive gambling-related communications.

 

Send-outs shall have an “unsubscribe” link which would enable the customer to opt out of receipt of any marketing material in the future. Affiliates engaged in the sending of any solicited commercial communications must comply with a request by any recipient to stop receiving such commercial communications as soon as is reasonably practicable, and in no case later than 3 days from receipt of the request.

 

It must be clear in the email that any potential complaint made as a result of this communication should be addressed directly to the Affiliate, and not to Kawaii Partners Website. Kawaii Partners is not responsible for such complaints and hence will not reply to such complaints.

 

All send-outs shall expressly provide that the sender is not Kawaii Partners.

 

ARTICLE 5

 

Social Media:

 

Any links posted by Affiliates on Facebook, Twitter, and other relevant social media channels link to the Affiliate Website in the first instance, which in turn should contain links to the Kawaii Partners Casino websites.

 

The Affiliate may not post any affiliate links directly on their social media page(s) without written permission from their Affiliate Manager. Any Affiliates found to have done so may have their Affiliate accounts suspended and/or terminated.

 

Affiliates found to be promoting Kawaii Partners Website via private groups and/or private messages on social media networks without written permission risk having their accounts terminated immediately.

 

In addition, Facebook and Twitter have their own guidelines regarding the advertising of gambling products. For example, if promoting gambling through a Twitter handle, an 18+ statement (or 21+ in some jurisdictions) must be included in your bio.

 

Some useful links to Facebook and Twitter’s advertising policies are included at the end of this document.

 

ARTICLE 6

 

Paid Social Advertising:

 

Any paid social advertising conducted by an Affiliate should promote the Affiliate Website and not Kawaii Partners Website. It should not be possible for a customer to confuse an Affiliate’s advertising for that directly carried out by Kawaii Partners Website. If in any doubt, please contact your Affiliate Manager before publishing the campaign.

 

In addition, depending on the jurisdiction you are targeting, the Affiliate may be required to enter into an addendum to promote Kawaii Partners Website in this way. For more information, please contact the relevant social network via the links provided at the end of this document.

 

ARTICLE 7

 

Advertorials:

 

Kawaii Partners does not wish for Kawaii Partners Website to feature in any advertorials.

 

If an Affiliate has a specific request to run this kind of campaign, then they should contact their Affiliate Manager to seek written approval from them to do so.

 

Any Affiliate found to be running this sort of activity without permission will have their Affiliate account terminated.

 

ARTICLE 8

 

Media Buying:

 

Affiliates are not permitted to engage in any media buying through advertising exchanges, programmatic networks, etc without prior written consent from their Affiliate Manager.

 

ARTICLE 9

 

PPC:

 

Further to our Agreement, Affiliates wishing to run Pay-Per-Click (PPC) campaigns:

 

1. a) Must link to the Affiliate site and not Kawaii Partners Website.
2. b) Must not bid on Kawaii Partners or Kawaii Partners Website or trademarks, or misspellings thereof.
3. c) Must not use Kawaii Partners on Kawaii Partners Website in display URLs or ad copy.
4. d) Must add Kawaii Partners Website to the phrase match negative keywords list on their accounts. Any Affiliate found to be in violation of the above risks having their Affiliate account suspended and/or terminated.

 

ARTICLE 10

 

Prohibited Competitive Actions:

 

It is prohibited and you shall refrain from:

1. a) Keyword advertising with Internet search engines by bidding on keywords referring to the Kawaii Partners Websites, brand names, trademarks and other designations, including but not limited to those spelled in any possible way (including with typos, spaces, signs, symbols, in any other way or in other languages);
2. b) registering or purchasing any domain names which are identical or like, or misspellings of Kawaii Partners Website or trademarks. Any Affiliate who registers domain names in breach of this rule will have their Affiliates account terminated and further legal action may be taken.
3. c) Use of any means to promote any of websites or other media  that resemble in any way the design of Kawaii Partners Websites whether in whole or in part, or use of any such means to create the impression that such websites are Kawaii Partners Websites (or any part thereof).
4. d) Contacting Kawaii Partners users whether directly or indirectly to solicit them to move to any site not owned by Kawaii Partners or for other purposes.

 

ARTICLE 11

 

Mobile Apps:

 

Any Affiliates wishing to release mobile apps into the Apple, Google Play, or other App stores must ensure that the App name does not include Kawaii Partners or trademarks, or misspellings of Kawaii Partners Website. Any Affiliate found to have done so will be asked to remove the App immediately and may have their Affiliates account suspended and/or terminated.

 

ARTICLE 12

 

SMS:

 

Kawaii Partners has decided not to engage in any SMS activity through a third party for the foreseeable future. Any Affiliate found to be running SMS activity will have their Affiliates account terminated immediately.

 

If you have further questions or any doubts about what you can do or not do, then please get in touch with your Affiliate Manager or contact Kawaii Partners by email, and Kawaii Partners will be more than happy to guide you or answer any questions you might have.

 

ARTICLE 13

 

Useful Links:

 

1. a) Facebook general advertising policies: https://www.facebook.com/policies/ads
2. b) Facebook policy on Real money gambling: https://www.facebook.com/policies/ads/restricted_content/gambling
3. c) Twitter general advertising policies: https://support.twitter.com/articles/20169693
4. d) Twitter policy on advertising Gambling content: https://support.twitter.com/articles/20170426

 

These links are provided solely for informative purposes and should not be seen to be exhaustive. For the avoidance of doubt, it is up to the Affiliate to ensure that they are compliant with all advertising guidelines and legislation around the promotion of online gaming in the relevant.

 

DECLARATION

 

By entering into this Agreement, I accept the terms and conditions of this Agreement, including Advertising Guidelines, Privacy Policy, and Data Processing Agreement (if applicable).