MOONWALKERS AFFILIATE PROGRAM

Effective Date: 06.04.2020.

Last Updated: 17.02.2026.

  1. TERMS AND CONDITIONS

1.1 Agreement

This Affiliate Agreement (“Agreement”) is entered into between Moonwalkers Affiliate Program (the “Affiliate Program”), and any entity or individual participating in the Affiliate Program (the “Affiliate”).

Registration in the Affiliate Program, access to any marketing tools, or acceptance of any reward, bonus, or commission provided through the Affiliate Program constitutes acknowledgment of having read, understood, and agreed to be bound by this Agreement.

The Company may update or modify this Agreement at its sole discretion. While efforts will be made to notify participants of material changes, regular review of this Agreement is recommended. Continued participation in the Affiliate Program constitutes acceptance of all updates. 

1.2 Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

  1. Affiliate – Any individual or entity participating in the Affiliate Program.
  2. Affiliate Account – An account created upon approval of an Affiliate Application, linked to the specific Website intended for promotion. Accounts for www.winz.io are managed through Affilka Affiliate Marketing Software.
  3. Affiliate Agreement – This Agreement, the applicable Commission Structures, and any rules or guidelines issued by the Company from time to time.
  4. Affiliate Application – An application submitted to participate in the Affiliate Program.
  5. Affiliate Links – Hyperlinks used to direct traffic from Affiliate Website(s) or third-party sites to Company Websites.
  6. Affiliate Program – The partnership under which the Affiliate promotes Company Websites and receives commissions based on traffic and New Customers generated, in accordance with this Agreement, applicable Commission Structures, and product-specific rules.
  7. Affiliate Wallet – An online wallet within the marketing platform for receiving and withdrawing commissions and other payments in accordance with this Agreement.
  8. Affiliate Website – Any website maintained, operated, or controlled by the Affiliate.
  9. Company – Moonwalkers, operated by Novatrix SRL.
  10. Company Websiteswww.winz.io and any additional websites (including mirrors) operated by Novatrix SRL and added to the Affiliate Program.
  11. Commission – The percentage of Net Gaming Revenue (NGR) or a fixed amount per New Customer under a CPA structure, as defined in the Commission Structures.
  12. Commission Structures – Any reward structure agreed between the Company and the Affiliate.
  13. Confidential Information – Any information of commercial or essential value relating to the Company, including financial reports, trade secrets, know-how, pricing, business strategies, customer data, marketing plans, and operational methods.
  14. Intellectual Property Rights – Copyrights, trademarks, service marks, domain names, brands, business names, and any registrations thereof, or similar rights.
  15. Net Gaming Revenue (NGR)As defined in Clause 6.3
  16. New Customer – A first-time customer making a qualifying deposit at a Company Website, excluding the Affiliate, its employees, relatives, or associates.
  17. Parties – The Company and the Affiliate (each a “Party”).
  18. Personal Data – Any information relating to an identifiable individual or entity, directly or indirectly.

 

  1. AFFILIATE OBLIGATIONS

2.1. Registering as an Affiliate

To participate in the Affiliate Program, you must submit a complete Affiliate Application and explicitly accept these Terms and Conditions by marking the corresponding acceptance checkbox during the registration process. The Affiliate Application constitutes an integral and binding component of this Agreement.

The Company shall, at its sole and absolute discretion, determine whether to approve or reject any Affiliate Application. The Company’s decision shall be final, conclusive, and not subject to appeal or review. You will be informed of the Company’s decision via email.

The Affiliate shall provide all documentation reasonably requested by the Company—either during the application process or at any time throughout the term of this Agreement—to verify the Affiliate’s identity, legal status, address, banking information, corporate structure, or other relevant details. Such documentation may include, without limitation, individual or corporate identification documents, proof of address, bank statements, corporate registration documents, or other “Know Your Customer / Know Your Business” information.

It is the Affiliate’s ongoing obligation to ensure that all information submitted to the Company is true, accurate, complete, and up to date at all times. Any failure to provide accurate or current information constitutes a material breach of this Agreement.

2.2. Affiliate Login Details

The Affiliate is solely responsible for maintaining the strict confidentiality and security of all login details associated with its Affiliate Account(s). Under no circumstances shall the Affiliate disclose, share, or otherwise compromise such credentials.

The Affiliate bears full responsibility and liability for all actions, transactions, or activities—whether authorized by the Affiliate or not—undertaken through the Affiliate Account(s). Any unauthorized access or suspected misuse of the Affiliate Account(s) must be reported to the Company immediately and without delay.

The Company shall not be liable for any damages, losses, or consequences arising from the Affiliate’s failure to adequately safeguard its access credentials.

2.3. Affiliate Program Participation

The Affiliate Program is intended strictly for the Affiliate’s own direct participation. Opening an Affiliate Account on behalf of any third party, transferring or brokering an Affiliate Account, or allowing unauthorized persons to operate or benefit from the Affiliate Account is strictly prohibited.

Affiliates wishing to transfer ownership of their Affiliate Account to another individual or entity must obtain the Company’s prior written approval. The Company is under no obligation to grant such approval.

Unless expressly permitted in writing by the Company, the Affiliate may not maintain more than one Affiliate Account per Website.

By participating in the Affiliate Program, the Affiliate undertakes to use its best efforts to actively, diligently, and continuously market, promote, and advertise the Company Websites in accordance with this Agreement and any instructions, directives, or guidelines issued by the Company. All promotional activities conducted by the Affiliate must serve the best interests of the Company, uphold the Company’s reputation and brand integrity, and must not, in any manner whatsoever, harm, impair, or risk damaging the Company’s goodwill, standing, regulatory compliance, or commercial interests.

The Affiliate may direct traffic to the Company Websites exclusively through the Affiliate Links or other promotional materials expressly approved or supplied by the Company. These are the only authorized means through which the Affiliate may promote the Company.

A New Customer referred through an Affiliate Link has a window of thirty (30) days to complete registration in order for the Affiliate to receive credit. If during this 30-day period the New Customer clicks a tracking link belonging to another affiliate or any third party and subsequently returns to the Company Websites, the most recent tracking link will take precedence, and the Affiliate will not be entitled to any Commission for that New Customer.

The Affiliate is strictly prohibited from modifying, altering, manipulating, or interfering with Affiliate Links, tracking parameters, or cookies in any manner. The Company accepts no responsibility for any tracking or reporting discrepancies caused by unauthorized modifications or technical interference by the Affiliate.

2.4. Affiliate Website

The Affiliate bears sole responsibility for the creation, development, content, operation, and ongoing maintenance of the Affiliate Website(s). The Affiliate Website(s) must always comply with all applicable laws, regulations, and standards, including the General Data Protection Regulation (GDPR), consumer protection legislation, advertising regulations, and any other applicable statutory or regulatory requirements. The Affiliate Website(s) must maintain a professional, lawful, and credible presentation that aligns with industry standards and does not compromise the Company’s reputation.

The Affiliate must have the legal right, license, or authorization to use all copyrighted material, trademarks, visual assets, content, or intellectual property displayed on the Affiliate Website(s). The Affiliate shall bear full liability for any unauthorized use of intellectual property belonging to third parties, and the Company shall not be responsible for such violations.

The Affiliate must not replicate, imitate, or otherwise present the Affiliate Website in a manner that creates confusion between the Affiliate Website and the Company Websites or suggests, explicitly or implicitly, that the Affiliate Website is owned, operated, endorsed, or controlled by the Company.

The Affiliate Website(s) shall not:
a) contain defamatory, libelous, discriminatory, offensive, violent, obscene, pornographic, or otherwise inappropriate or illegal content;
b) provide false, misleading, inaccurate, or deceptive information regarding the Company, Company Websites, promotions, campaigns, or offers;
c) engage in the sending of unsolicited commercial communications (“spam”), bulk emails, or indiscriminate advertising practices in breach of applicable laws or industry standards.

2.5 Fraudulent, Invalid, or Prohibited Traffic

2.5.1 Definition

For the purposes of this Agreement, “Fraudulent,” “Invalid,” or “Prohibited” Traffic means any traffic, activity, conduct, or behavior—whether direct or indirect—generated by the Affiliate or any third party associated with the Affiliate that, in the Company’s sole determination:

  • is non-genuine, artificial, manipulated, incentivized, misleading, or commercially non-viable;
  • violates applicable laws, regulations, industry standards, or platform policies;
  • breaches this Agreement; or
  • is otherwise inconsistent with the Company’s legitimate business interests.

Fraudulent or Prohibited Traffic may include, without limitation, the use of artificial means, deceptive marketing practices, unauthorized brand usage, manipulation of tracking systems, incentivization of user activity, collusive conduct, identity or payment irregularities, or any activity intended to improperly generate Commission.

The Company reserves the right to determine, at its sole discretion, whether traffic or customer activity qualifies as Fraudulent, Invalid, or Prohibited.

2.5.2 Company Rights and Remedies

If the Company determines, in its sole and absolute discretion, that the Affiliate has generated, facilitated, or benefited from Fraudulent or Invalid Traffic, the Company may, without prior notice and without limitation:

  • withhold, suspend, reduce, or permanently forfeit Commission;
  • reverse or offset previously paid Commission;
  • suspend or terminate the Affiliate Account;
  • invalidate or reclassify customer accounts or transactions;
  • recover amounts paid to the Affiliate;
  • apply alternative revenue treatment;
  • pursue indemnification, damages, or legal remedies available under applicable law.

The Company’s determination shall be final and binding.

2.5.3 Traffic Source Disclosure and Control

The Company reserves the right to request information regarding the Affiliate’s traffic sources, promotional methods, and marketing partners at any time.

The Company may, at its sole discretion:

  • require prior approval of traffic sources;
  • restrict or prohibit specific traffic channels;
  • require modification or cessation of certain promotional practices;
  • prohibit delegation, sublicensing, or use of sub-affiliates.

Failure to comply with Company requests or restrictions may result in suspension, withholding of Commission, or termination.

2.6 Unsuitable or Restricted Digital Properties

The Affiliate shall not place Affiliate materials on any website, platform, application, or digital environment that the Company, at its sole discretion, considers:

  • unlawful, inappropriate, harmful, misleading, or non-compliant;
  • inconsistent with regulatory standards;
  • damaging to the Company’s brand, reputation, or commercial interests; or
  • otherwise unsuitable for association with the Company.

The Company retains absolute discretion to determine whether any digital environment is unsuitable.

Upon notification, the Affiliate must immediately remove Company materials from such environments. Failure to do so constitutes a material breach of this Agreement.

2.7. Affiliate Links 

The Affiliate shall ensure that all Affiliate Links are displayed on the Affiliate Website with a level of prominence equal to or greater than any other comparable commercial or promotional link.

The Affiliate may use only those Affiliate Links provided directly by the Company and solely within the scope of participation in the Affiliate Program. Any alteration, modification, cloaking, masking, or manipulation of Affiliate Links, including but not limited to concealing or obscuring the true source of traffic directed to the Company Websites, is strictly prohibited.

2.8. Email and SMS Marketing 

If the Affiliate intends to send any email, SMS, or similar direct communication to individuals that (i) incorporates any of the Company’s Intellectual Property Rights, or (ii) is intended to advertise, promote, or otherwise reference the Company Websites, the Affiliate must first obtain the Company’s express written authorization.

If such authorization is granted, the Affiliate must thereafter ensure that each intended recipient has provided explicit, valid, and verifiable consent to receive marketing communications in the specific format being sent (e.g., email or SMS). The Affiliate must also ensure that no recipient has opted out, unsubscribed, or otherwise withdrawn consent.

All such communications must clearly and unambiguously indicate that they originate from the Affiliate and not from the Company. Under no circumstances may the Affiliate represent, imply, or suggest that such communications are sent by or on behalf of the Company.

2.9. Use of Company Intellectual Property Rights 

Any use of the Company’s Intellectual Property Rights by the Affiliate must strictly comply with all brand guidelines, usage instructions, and restrictions issued by the Company from time to time, and shall at all times remain subject to the Company’s express prior written approval.

The Affiliate shall not register, acquire, use, or attempt to use any domain name, keyword, search term, application name, social media handle, or similar identifier containing, imitating, or confusingly similar to any of the Company’s trademarks, trade names, brand terms, or other Intellectual Property Rights. This includes but is not limited to use in search engines, app stores, sponsored advertising services, referral services, or any other digital or offline environment.

2.10. Approved Creative 

The Affiliate shall not use any advertising layout, creative asset, banner, logo, image, promotional design, or similar material incorporating the Company’s Intellectual Property Rights unless (i) provided directly by the Company, or (ii) expressly approved in advance and in writing by the Company.

The Affiliate is strictly prohibited from altering, modifying, or otherwise changing the appearance, format, content, or design of any creative material supplied or approved by the Company.

It is the Affiliate’s sole responsibility to request, obtain, and retain written approval from the Company for any creative material intended for use. The Affiliate must ensure that such approval is obtained sufficiently in advance of any campaign launch and must be able to provide proof of such approval upon the Company’s request.

2.11. Loyalty Programs 

The Affiliate shall not offer, promote, or provide any cash-back, value-back, rebate, incentive, or similar reward program to New Customers or potential customers, except for those promotional programs explicitly offered by and available on the Company Websites. Any unauthorized incentive scheme constitutes a material breach of this Agreement.

2.12. Responsible Gambling 

The Company maintains a firm commitment to responsible gaming and the prevention of gambling-related harm. The Affiliate agrees to cooperate fully with the Company in promoting responsible gambling practices and in displaying responsible gaming messaging as instructed by the Company.

The Affiliate shall not use any materials or marketing practices that target, appeal to, or are likely to be accessed by individuals under the age of eighteen (18) or under the legal gambling age applicable in the relevant jurisdiction. Under no circumstances may the Affiliate advertise to minors or vulnerable individuals.

2.13. Illegal Activity 

The Affiliate is strictly prohibited from targeting, directing traffic to, or promoting the Company Websites in any territory or jurisdiction where online gambling is illegal or restricted.

The Affiliate shall comply with all applicable laws, regulations, and requirements at all times and shall not engage in any conduct that is unlawful, fraudulent, deceptive, or otherwise illegal in connection with the Affiliate Program.

The Affiliate acknowledges that promoting the Company Websites on Swedish-language platforms, Swedish market resources, or through the use of Swedish language is subject to legal restrictions in Sweden. Any such activity constitutes a material breach of this Agreement and will result in immediate termination of the Affiliate Account.

The Affiliate further acknowledges that promoting the Company Websites on Dutch-language platforms, Netherlands market resources, or through the use of Dutch language is subject to legal restrictions in the Netherlands. Any such activity constitutes a material breach of this Agreement and will result in immediate termination of the Affiliate Account.

2.14. Data Protection and Cookies

The Affiliate shall at all times comply with the General Data Protection Regulation (GDPR), as well as any other applicable data protection legislation, regulations, or legal requirements in the relevant jurisdiction. This obligation includes adherence to all rules governing the use of cookies, tracking technologies, user consent mechanisms, and data processing disclosures.

The Affiliate is solely responsible for ensuring that all data collection and processing activities carried out on the Affiliate Website or through the Affiliate’s marketing practices comply fully with all applicable legal requirements.

2.15. Cost and Expense

The Affiliate is exclusively responsible for all risks, expenses, costs, and investments incurred in connection with fulfilling its obligations under this Agreement. The Company shall bear no responsibility or liability for any costs incurred by the Affiliate, including but not limited to marketing expenses, operational costs, or third-party service fees.

2.16. Company Monitoring of Affiliate Activity

The Affiliate shall, without undue delay and in any event within the timeframe specified by the Company provide all assistance, information, data, or documentation reasonably required by the Company to monitor, audit, or verify the Affiliate’s activities, compliance, or performance under the Affiliate Program.

This includes—but is not limited to—campaign details, traffic source information, marketing materials, sub-publisher lists, purchase receipts, traffic logs, and any other information deemed necessary by the Company to ensure compliance.

Failure to provide such information promptly constitutes a material breach of this Agreement.

2.17 Incorrect, Adjusted, or Reclassified Commission

The Company reserves the right, at any time and at its sole discretion, to adjust, reverse, offset, or recover any Commission previously credited or paid to the Affiliate where such Commission is determined by the Company to have arisen from:

  • irregular, non-genuine, low-quality, or commercially non-viable traffic;
  • compliance, regulatory, or risk-related review;
  • customer account reclassification or adjustment;
  • operational, technical, or calculation discrepancies;
  • breach or suspected breach of this Agreement; or
  • any activity deemed inconsistent with the Company’s legitimate business interests.

The Affiliate agrees to immediately repay any such amounts upon demand or, at the Company’s discretion, permit set-off against future Commission payments.

The Company’s determination shall be final and binding.

  1. AFFILIATE RIGHTS

3.1. Right to Direct New Customers

During the term of this Affiliate Agreement, the Company grants the Affiliate a non-exclusive, non-transferable, and non-assignable right to refer and direct New Customers to the specific Company Websites expressly agreed upon by the Parties. This right must be exercised strictly in accordance with the terms and conditions of this Agreement and any guidelines or instructions issued by the Company from time to time.

The Affiliate acknowledges and agrees that it shall have no entitlement to Commission or any other form of compensation in connection with business, customers, or traffic generated by any third party, individual, or entity other than itself. The Affiliate’s rights under this Agreement extend solely to New Customers validly referred by the Affiliate in accordance with the tracking systems and requirements established by the Company.

3.2. License to Use Company Intellectual Property Rights

The Company hereby grants the Affiliate a non-exclusive, non-transferable, and non-sublicensable license, valid only for the duration of this Affiliate Agreement, to use the Company’s Intellectual Property Rights strictly for the purpose of displaying Company-approved promotional materials on the Affiliate Website or in other placements expressly authorized in writing by the Company.

Any use of the Company’s Intellectual Property Rights must comply fully with all branding guidelines, usage instructions, and restrictions communicated by the Company. This license does not grant the Affiliate any ownership rights, and any rights not expressly granted herein are reserved by the Company.

The Affiliate is expressly prohibited from assigning, transferring, sublicensing, or otherwise granting any rights under this license to any third party.

3.3. Players’ Personal Data

In connection with the services performed under this Agreement, the Affiliate acknowledges and agrees that it shall not, at any time, be granted access to Personal Data of any customers or players of the Company. All such data remains exclusively within the control and possession of the Company. The Affiliate is strictly prohibited from requesting, obtaining, storing, processing, or attempting to access any Personal Data relating to the Company’s customers.

  1. COMPANY OBLIGATIONS

4.1. Provision of Materials and Information

The Company shall use its best efforts to provide the Affiliate with the promotional materials, tracking assets, instructions, and other information reasonably required for the correct and effective implementation of the Affiliate Links in accordance with this Agreement. All such materials shall be provided at the Company’s sole discretion and may be updated, withdrawn, or replaced at any time.

4.2 Registration, Tracking and Customer Qualification

The Company shall, at its sole discretion, determine whether any person qualifies as a New Customer for the purposes of this Agreement.

All tracking, reporting, customer attribution, and transaction data shall be determined exclusively by the Company’s internal systems, which shall be deemed final and authoritative for all purposes.

The Company reserves the unrestricted right, at any time and for any reason, to:

  • refuse, reject, suspend, close, or reclassify any customer account;
  • invalidate or adjust customer transactions;
  • determine whether a customer qualifies for Commission; and
  • withhold or deny Commission associated with any customer.

Such determinations may be made for legal, regulatory, compliance, fraud prevention, risk management, commercial, technical, operational, or business reasons.

The Affiliate shall not be entitled to Commission in respect of any customer account that is refused, suspended, closed, reclassified, adjusted, or otherwise deemed ineligible by the Company.

4.3. Provision of Monitoring Tools

The Company shall make available to the Affiliate access to reporting and monitoring tools that enable the Affiliate to review the performance of its Affiliate Account, including the calculation, accrual, and payment of Commission. The functionality, features, and availability of such monitoring tools shall be determined solely by the Company and may be modified at any time.

4.4. Processing of Affiliate Personal Data

The Company shall collect, use, and process personal data of the Affiliate, and where applicable, the Affiliate’s employees or representatives, solely for the purposes of managing and securing the Affiliate Program. Such personal data may include, without limitation, login credentials, email address, full name, date of birth, country of residence, physical address, telephone number, financial information, and any other data reasonably required to:

  • verify the identity of the Affiliate;
  • comply with anti-money laundering (AML), counter-terrorism financing, and related legal obligations;
  • ensure system integrity and security; and
  • administer, manage, and maintain the business relationship between the Company and the Affiliate.

The Company shall process such data in accordance with applicable data protection laws.

4.5. Payment of Commission

Provided that the Affiliate strictly complies with all obligations under this Affiliate Agreement, the Company shall pay the Affiliate the Commission due in accordance with the payment terms and schedules set forth in Clause 6. The Company shall have no obligation to pay Commission in the event of any breach, suspected breach, or non-compliance by the Affiliate, including but not limited to breaches identified under Clauses 2.5 and 5.

5. COMPANY RIGHTS AND REMEDIES

5.1 General Rights

The Company reserves the right, at any time and at its sole and absolute discretion, to take any action it deems appropriate in connection with the Affiliate’s participation in the Affiliate Program.

Such action may be taken in cases including, but not limited to:

  • breach or suspected breach of this Agreement;
  • fraud, invalid traffic, or irregular activity;
  • compliance, regulatory, or risk-related concerns;
  • technical or operational review;
  • reputational risk;
  • commercial non-viability; or
  • any conduct deemed inconsistent with the Company’s legitimate business interests.

5.2 Available Remedies

Without limitation and without prior notice, the Company may:

  • suspend or restrict the Affiliate’s participation;
  • withhold, reduce, adjust, reverse, or permanently forfeit Commission;
  • offset any amounts owed against future Commission;
  • retain funds in the Affiliate Wallet;
  • invalidate or reclassify customer accounts or transactions;
  • terminate this Agreement immediately, with or without cause;
  • recover any damages, losses, or expenses;
  • pursue any remedy available under applicable law.

The Company shall not be required to complete any investigation prior to exercising its rights under this Clause.

5.3 Retention and Set-Off

The Company may retain any funds credited to the Affiliate Account for such period as it deems necessary to protect its interests, cover liabilities, or conduct internal review.

5.4 Cumulative Rights

All rights and remedies of the Company are cumulative and may be exercised concurrently or separately.

The Company’s determination in connection with this Clause shall be final and binding.

6. COMMISSION AND PAYMENT

6.1 Entitlement to Commission

The Affiliate shall be eligible to earn Commission in accordance with the applicable Commission structure, subject at all times to strict and continuous compliance with this Agreement.

Nothing in this Agreement shall be construed as guaranteeing the Affiliate any minimum income, Commission level, duration of revenue share, or continuation of any specific Commission model.

6.2 Modification of Commission Structure

The Company reserves the unrestricted right, at any time and at its sole and absolute discretion, to modify, amend, suspend, reduce, replace, restructure, or discontinue any part of the Affiliate compensation structure, calculation formulas, or payment methodology.

This includes, but is not limited to, the right to modify:

  • any Commission percentage;
  • any revenue share model;
  • any CPA model;
  • any hybrid structure;
  • any tier or volume-based incentive;
  • any calculation methodology;
  • or any aspect of the Affiliate’s compensation.

Such changes may apply to both existing and new Affiliates and may affect current and future commissions generated under the Affiliate Program.

All modifications shall become effective immediately upon implementation by the Company. Continued participation in the Affiliate Program constitutes the Affiliate’s full acceptance of any such changes.

6.3 Net Gaming Revenue (NGR)

Where Commission is calculated on a revenue share basis, it shall be calculated as a percentage of Net Gaming Revenue (“NGR”).

Net Gaming Revenue means revenue generated by referred customers after deduction of:

  • winnings;
  • bonuses and promotional credits;
  • chargebacks and refunds;
  • payment processing fees;
  • administrative and operational costs;
  • compliance, regulatory, and licensing costs;
  • fraud adjustments;
  • taxes (where applicable); and
  • any other costs, expenses, reclassifications, corrections, or adjustments incurred in connection with such revenue, as determined by the Company from time to time.

The Company’s calculation of NGR, customer qualification, and revenue attribution shall be final and binding.

6.4 Customer Qualification and Revenue Reclassification

The Company reserves the right, at any time and at its sole discretion, to:

  • determine whether a customer qualifies as a New Customer;
  • reclassify any customer or transaction;
  • adjust customer value categorization;
  • apply alternative revenue treatment;
  • determine whether the Commission is payable in respect of any customer.

The Affiliate shall not be entitled to Commission in respect of any customer deemed ineligible, reclassified, commercially non-viable, irregular, or otherwise inconsistent with business objectives.

6.5 Commission Adjustments, Withholding, and Recovery

The Company reserves the right, at any time and without limitation, to:

  • withhold Commission;
  • reduce Commission;
  • reverse Commission;
  • offset Commission against future payments;
  • reclaim previously paid Commission; or
  • permanently forfeit Commission,

in cases including but not limited to:

  • fraud or suspected fraud;
  • irregular or non-genuine traffic;
  • chargebacks;
  • compliance or regulatory review;
  • technical or operational discrepancies;
  • breach or suspected breach of this Agreement;
  • commercial review;
  • reputational risk; or
  • any activity deemed inconsistent with the Company’s legitimate business interests.

The Affiliate agrees to repay any such amounts immediately upon demand, or permit set-off against future Commission.

The Company’s determination shall be final and binding.

The Company shall not be limited by any time restriction in exercising its rights under this clause.

6.6 Reporting and Statements

Commission statements shall be made available through the Company’s reporting platform.

All tracking, reporting, attribution, and revenue data shall be based exclusively on the Company’s internal systems, which shall be deemed conclusive and authoritative.

The Company shall not be liable for technical errors, tracking discrepancies, reporting delays, or data inconsistencies.

6.7 Commission Disputes

Any dispute relating to the Commission must be submitted in writing within seven (7) calendar days of the relevant statement.

Failure to dispute within this period constitutes irrevocable acceptance of the statement and waiver of any claim relating to that period.

6.8 Payment Processing

Commission, if payable, shall be processed periodically as determined by the Company and subject to verification, compliance checks, and internal review. The Company shall have no liability for delayed or withheld payments resulting from compliance review, risk assessment, fraud investigation, technical interruption, payment provider limitations, or force majeure.

The Company reserves the right to delay payment pending investigation, verification, or regulatory review.

6.9 Affiliate Wallet and Withdrawals

Commission may be credited to the Affiliate Wallet within the affiliate platform.

Withdrawal methods, minimum thresholds, processing times, and availability of payment providers shall be determined solely by the Company and may be modified at any time.

The Company may suspend or restrict withdrawals where it deems necessary for compliance, fraud prevention, or risk management purposes.

6.10 AML and Verification

The Affiliate may be required to provide identity verification documentation, corporate documentation, banking information, or any additional information deemed necessary by the Company prior to processing withdrawals.

The Company shall not process withdrawals until all required documentation has been provided and verified to its satisfaction.

6.11 CPA Models

Where Commission is agreed on a CPA basis:

  • The Company shall determine whether a customer qualifies for CPA payment.
  • CPA qualification criteria may be modified at the Company’s discretion.
  • CPA payments may be withheld, reversed, or reclassified following fraud review, compliance review, customer inactivity, chargebacks, or commercial assessment.

The Company may terminate or suspend CPA arrangements at any time, with or without notice.

6.12 Disqualified CPA Customers

Customers who are classified as fraudulent, as bonus abusers, as duplicate account holders, or who self-exclude shall not qualify for CPA compensation.

If a chargeback or credit is issued in relation to a customer, that customer will be excluded from CPA calculations.

6.13 Special Revenue Treatment

The Company reserves the right to apply special revenue treatment to customers generating disproportionately negative, irregular, high-risk, or commercially significant revenue.

Such treatment may include, without limitation:

  • isolated negative carryover;
  • adjusted revenue allocation;
  • alternative Commission treatment; or
  • exclusion from Commission calculation.

6.14 Commercial Viability

The Company reserves the right to amend, reduce, suspend, or terminate Commission arrangements where the Affiliate relationship is deemed commercially non-viable, unprofitable, or inconsistent with business objectives.

6.15 Affiliate Inactivity

If the Affiliate fails to generate meaningful commercial activity for a period of three (3) consecutive months, the Company reserves the right, at its sole discretion, to:

  • review and amend the applicable Commission structure;
  • reduce or suspend Commission;
  • migrate the Affiliate to an alternative compensation model; or
  • place the Affiliate Account under inactive status.

If inactivity continues for six (6) consecutive months, the Company may:

  • suspend or terminate the Affiliate Account;
  • forfeit any unpaid balances;
  • discontinue revenue share accrual; and
  • remove the Affiliate from the Affiliate Program without liability.

The Company may reduce Commission to zero (0%) during periods of inactivity.

The Company reserves the right to close Affiliate Accounts that remain inactive for twelve (12) consecutive months and to treat any unclaimed balances in accordance with internal policies and applicable law.

For the purposes of this clause, “meaningful commercial activity” shall be determined solely by the Company.

6.16 Prohibited Incentivized or Manipulative Traffic

The Affiliate shall not generate, facilitate, or benefit from incentivized, induced, manipulated, or otherwise non-genuine traffic.

The Company does not compensate for any traffic, customer activity, or acquisition model in which users are offered or provided with any financial or non-financial benefit, reward, rebate, revenue share, CPA split, or other consideration as an inducement to register, deposit, wager, or engage with the Company Websites, unless expressly authorized in writing by the Company.

This prohibition includes, without limitation, any system, strategy, guidance, or promotional practice designed to exploit, manipulate, or gain unfair advantage over the Company’s platform, bonuses, promotions, or wagering systems.

The Company’s determination of whether traffic is incentivized, manipulated, or non-genuine shall be final and binding.

6.17 Brand Bidding and Restricted Acquisition Channels

The Affiliate shall not be entitled to CPA or any other form of Commission for customers acquired through unauthorized brand bidding, trademark use, paid search activity, or other restricted acquisition channels as defined by the Company from time to time.

The Company reserves the right to determine whether any traffic source constitutes restricted or unauthorized brand activity.

Commission arising from such activity may be withheld, reversed, or forfeited at the Company’s sole discretion.

6.18 Post-Termination Customer Qualification

Upon termination of this Agreement, no new Commission shall accrue in respect of customers whose first qualifying activity occurs after the effective date of termination.

The Company reserves the right, at its sole discretion, to determine whether any customer activity following termination qualifies for Commission.

Where termination results from breach, suspected breach, fraud, or non-compliance by the Affiliate, no Commission shall be payable in respect of any pending, delayed, or subsequently qualifying customers.

6.19 Low-Quality, Low-Value, or Non-Commercial Traffic

The Company reserves the right, at any time and at its sole discretion, to classify any referred customer, traffic source, or activity as:

  • low-quality;
  • low-value;
  • non-commercially viable;
  • irregular;
  • non-sustainable; or
  • otherwise inconsistent with the Company’s legitimate business interests.

In such cases, the Company may:

  • adjust or reduce Commission;
  • reclassify the applicable compensation model;
  • limit Commission to specific reporting periods;
  • apply alternative revenue treatment;
  • exclude such customers from CPA qualification; or
  • withhold, reverse, or reclaim Commission.

The Company shall not be limited by any fixed review period in exercising its rights under this clause.

7. COMMISSION STRUCTURES AND REVIEW

7.1 Commission Structures

Commission structures may include revenue share models, CPA models, hybrid models, tier-based structures, performance-based incentives, or other arrangements as determined by the Company.

The specific Commission structure applicable to the Affiliate shall be communicated separately and may be amended, replaced, suspended, or withdrawn by the Company at its sole discretion.

Nothing in this Agreement guarantees any fixed percentage, tier level, volume threshold, or continuation of any specific structure.

7.2 Revenue Share

Where Commission is calculated on a revenue share basis, it shall be calculated as a percentage of Net Gaming Revenue (NGR) in accordance with Section 6.

The applicable percentage, tier qualification, or performance requirements may be determined and adjusted by the Company from time to time.

The Company reserves the right to modify tier thresholds, qualification criteria, and percentage allocations without prior limitation.

7.3 Commission Review, Adjustments, and Reversals

All Commission is subject to verification, compliance review, fraud review, and commercial assessment.

The Company reserves the right, at any time and without limitation, to:

  • review customer accounts and traffic sources;
  • adjust Commission calculations;
  • reverse Commission;
  • reclassify customers;
  • offset overpayments;
  • reclaim previously paid Commission.

Commission shall not be considered final or irrevocable where underlying customer activity is later determined to be irregular, non-genuine, commercially non-viable, or inconsistent with this Agreement.

The Company shall not be subject to any fixed review period in exercising its rights under this clause.

7.4 Audit and Reporting Obligations

The Company reserves the right to request any information, documentation, or data relating to the Affiliate’s traffic sources, promotional activities, marketing partners, or customer acquisition methods at any time.

The Affiliate shall provide such information promptly upon request.

Failure to cooperate or provide requested information may result in:

  • suspension of Commission payments;
  • withholding of funds;
  • termination of the Affiliate Account;
  • recovery of previously paid Commission.

Audit rights extend to both historical and ongoing activity and survive termination of this Agreement.

  1. CONFIDENTIAL INFORMATION

8.1 During the term of this Agreement, the Affiliate may have access to confidential information concerning the Company’s business, operations, technology, or the Affiliate Program, including, without limitation, Commissions earned under the Program (“Confidential Information”).

8.2 The Affiliate shall not disclose, publish, or use any Confidential Information except as expressly authorized in writing by the Company or as necessary to perform obligations under this Agreement.

8.3 The Affiliate shall take all reasonable measures to protect the confidentiality of such information and shall use it solely for purposes of this Agreement.

8.4 These obligations survive termination or expiration of this Agreement indefinitely.

8.5 The Affiliate shall not issue any press release, public statement, or similar communication regarding participation in the Affiliate Program without the prior written consent of the Company, which must include approval of the content.

  1. TERM AND TERMINATION

9.1 Term

This Agreement shall commence upon approval of the Affiliate’s application and shall remain in full force and effect until terminated in accordance with this Section 9.

Either Party may terminate this Agreement by providing thirty (30) days’ written notice to the other Party. Notice by email shall be deemed valid written notice and effective upon transmission.

Notwithstanding the foregoing, the Company may terminate this Agreement at any time, with or without cause, effective immediately upon notice, including but not limited to termination pursuant to Clause 5 or any other provision of this Agreement.

9.2 Immediate Termination by the Company

The Company may terminate this Agreement immediately, without prior notice and without liability, where it determines, at its sole and absolute discretion, that:

  • the Affiliate has breached or is suspected of breaching this Agreement;
  • fraud, invalid traffic, abuse, or irregular activity has occurred;
  • the Affiliate has violated applicable laws or regulatory requirements;
  • the Affiliate relationship presents reputational, compliance, or commercial risk; or
  • continuation of the relationship is deemed inconsistent with the Company’s legitimate business interests.

9.3 Affiliate Obligations Upon Termination

Upon termination of this Agreement, the Affiliate shall immediately:

  1. Remove all Company banners, creatives, links, and promotional materials from any website, platform, or digital environment under its control;
  2. Cease all use of the Company’s Intellectual Property Rights;
  3. Return or permanently delete all Confidential Information in its possession or control.

All licenses and rights granted to the Affiliate under this Agreement shall terminate immediately upon termination.

9.4 Commission Following Termination

No Commission shall accrue or be payable for any customer referred after the effective date of termination.

Where termination results from breach, suspected breach, fraud, abuse, or non-compliance by the Affiliate, the Company may:

  • withhold any unpaid Commission;
  • permanently forfeit accrued but unpaid Commission;
  • recover contractual penalties equal to unpaid Commission amounts; and
  • offset any liabilities against sums otherwise owed to the Affiliate.

The Company reserves the right to adjust, reverse, or reclaim Commission following termination in accordance with Clause 6.

9.5 Survival

Clauses relating to indemnity, confidentiality, Commission adjustments, clawback rights, audit rights, limitation of liability, dispute resolution, governing law, and any other provisions which by their nature are intended to survive, shall survive termination indefinitely.

9.6 Effect of Termination

Termination of this Agreement shall not limit any rights, remedies, or claims available to the Company under this Agreement or applicable law. This Agreement is governed by and construed in accordance with the laws of Costa Rica. The Parties agree that any disputes arising out of or in connection with this Agreement shall be submitted to the competent courts of Costa Rica.

  1. MISCELLANEOUS

10.1 Disclaimer

  • The Affiliate Program, the Company, and Commission payment arrangements are provided “as is” without any express or implied warranties, including, without limitation, warranties of fitness for a particular purpose, merchantability, legality, non-infringement, or uninterrupted and error-free operation.
  • The Company shall not be liable for any interruptions, errors, or discrepancies in the Affiliate Account reports. In the event of any discrepancy between Affiliate Account reports and the Company database, the Company database shall be deemed accurate.

10.2 Indemnity and Limitation of Liability

  • The Affiliate shall indemnify, defend, and hold harmless Novatrix SRL, its directors, employees, and representatives from and against any and all liabilities, losses, damages, and costs, including legal fees, arising from or related to:
    1. Any breach of this Agreement by the Affiliate;
    2. The Affiliate’s performance of its obligations under this Agreement;
    3. The Affiliate’s negligence or willful misconduct; or
    4. Any direct or indirect injury or damages resulting from unauthorized use of Company creatives, links, or the Affiliate Program.
  • The Company shall not be liable for any indirect, consequential, special, or punitive damages, including loss of revenue, profits, data, goodwill, or reputation, even if advised of the possibility of such damages.
  • These limitations apply to the fullest extent permitted under applicable law; however, certain jurisdictions may not allow exclusion of specific warranties or liabilities, in which case the limitations shall apply only to the extent permitted.

10.3 Non-Waiver

  • Failure by the Company to enforce strict compliance with any provision of this Agreement shall not constitute a waiver of the Company’s right to enforce such provision or any other provision in the future.

10.4 Relationship of the Parties

  • The Company and the Affiliate are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship.
  • The Affiliate has no authority to make representations, enter agreements, or bind the Company in any manner.

10.5 Force Majeure

  • Neither Party shall be liable for delays or failures to perform obligations due to causes beyond its reasonable control, including, without limitation, labor disputes, strikes, natural disasters, acts of terrorism, utility failures, or other force majeure events.
  • If a force majeure event continues for more than thirty (30) calendar days, either Party may terminate this Agreement immediately by written notice.

10.6 Assignability

  • The Affiliate may not assign, transfer, or delegate this Agreement or any rights or obligations under it without the prior written consent of the Company.

10.7 Severability

  • If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be enforced to the maximum extent permissible, and the remainder of the Agreement shall remain in full force and effect.

10.8 English Language

  • This Agreement is drafted in English. In the event of any conflict or discrepancy between English and any translation, the English version shall prevail.

10.9 Modification of Terms

  • The Company may modify or replace any term of this Agreement at its sole discretion by posting a notice or new Agreement on its website.
  • Continued participation in the Affiliate Program after such notice constitutes acceptance of the modified terms. If any modification is unacceptable, the Affiliate must terminate the Agreement.

10.10 No Revenue Guarantee

The Company makes no representation or warranty regarding the volume of traffic, number of depositing customers, or expected revenue. The Affiliate acknowledges that participation in the Affiliate Program is undertaken at its own commercial risk.

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