These Referral Program Terms (“Terms”) govern participation in the CasinoWithMe Referral Program (“Program”) operated by TYYA Global N.V. (“we”, “us”, “our”) operating www.casinowithme.com (“CasinoWithMe”). The Program is open to every registered user of CasinoWithMe who meets the Eligibility Requirements, whether or not they are a Creator.

By participating in the Program or accepting these Terms, whichever is earlier (“Effective Date”), you agree to be bound by these Terms. These Terms, taken together with our Terms of Service and Privacy Policy, form a binding agreement between you and us in relation to your participation in the Program (“Agreement”).

In the event of conflict between these Terms and the Terms of Service or Privacy Policy, the Terms of Service and Privacy Policy prevail to the extent of any inconsistency.

You and we may be referred to as a “Party”, or collectively as “Parties” in these Terms.

1.1 We engage you to perform the services specified in Schedule A (the “Services”) if you are accepted into the Program.

1.2 By participating in the Program, you agree to provide the Services in accordance with the standards specified in Schedule B (“Standards”), or as otherwise directed by us in writing from time to time.

1.3 We may give you quality assurance feedback in relation to the Services. You agree that you will promptly adjust the delivery of the Services in accordance with that feedback.

1.4 We may amend the scope of the Services to comply with our quality assurance standards, or request that you re-perform the Services in accordance with those standards.

1.5 We may, at any time, request that you delete any content or material that comprises the Services by notice in writing to you. You agree that you will promptly comply with this request.

2.1 This Agreement commences on the Effective Date and continues until:

• terminated by you, by giving fourteen (14) days written notice; or
• terminated by us immediately upon written notice to you, with or without cause.

2.2 Your participation in the Program ends automatically if your CasinoWithMe account ceases to be in good standing, including where it is suspended, terminated or closed under the Terms of Service.

2.3 You cannot unilaterally change the scope of the Services during the Term. You may request that the scope of the Services be updated, and we may accept or reject that request at our discretion.

2.4 Where we terminate this Agreement because we suspect you have engaged in, participated in or otherwise been associated with illegal behaviour, we may report your behaviour to the relevant authorities.

2.5 Upon termination:

• all rights and licences granted to you under this Agreement end;
• you must cease all advertising and publication of materials in relation to CasinoWithMe under the Program, and cease using and delete any Promotional Materials; and
• your entitlement to Commission ceases, other than Commission already credited to your referral balance that is not withheld under clause 3.2.

3.1 In exchange for the Services provided by you, we will pay you the commission specified in Schedule C (“Commission”).

3.2 We may withhold (in whole or in part) any Commission due to you if you are, or are reasonably suspected to be, in breach of this Agreement, at our discretion and without any liability to you.

3.3 You are responsible for paying or remitting all applicable taxes in relation to the Commission.

3.4 Commission is credited to your referral balance in the Referrals section of your account as each wager settles, as set out in Schedule C, without any processing delay on our part. You move it to your Wallet at any time using “Transfer to wallet”; withdrawal from your Wallet is governed by the Terms of Service.

4.1 You must satisfy all the conditions in Schedule D (“Eligibility Requirements”), which we may amend from time to time in writing, to participate in the Program.

4.2 We may evaluate your satisfaction of the Eligibility Requirements at any time and notify you of any non-compliance, which must be remedied promptly upon notification.

4.3 Notwithstanding your satisfaction of the Eligibility Requirements, we have absolute discretion to accept or reject your application and participation in the Program.

4.4 You agree that you will provide us with all information we reasonably request from time to time.

4.5 You warrant that all information given to us in the course of the application process and during the Term is complete and accurate at all times. You further agree that you will promptly provide us with any further information we request in order to verify your information.

5.1 You represent and warrant that:

• you are not prohibited from providing the Services or using CasinoWithMe;
• you have full capacity and authority to enter into this Agreement;
• you will not use any misleading, fraudulent, or unethical marketing tactics;
• you will provide the Services in accordance with this Agreement;
• you will at all times comply with all applicable laws and regulations when performing the Services, including any advertising, opt-in or opt-out requirements and any spam-related legislation;
• you own or control the entire right, title, and interest in all of your intellectual property used in the Services, and your content will not infringe the intellectual property rights of third parties; and
• your provision of the Services does not violate any other agreement by which you are bound.

5.2 We shall not be responsible or liable for any action, inaction, negligence, or non-compliance by you, and expressly disclaim any and all liabilities that may arise in relation to those actions or inaction.

6.1 During the Term, we may grant you a limited, non-exclusive, revocable, worldwide, royalty-free right and licence to use our trademarks, logos, trade dress, images or other material and other intellectual property, including any Promotional Materials we make available to you (collectively the “CasinoWithMe IP”). You agree that you will only use the CasinoWithMe IP in the course of the Program and subject to all limitations or restrictions imposed on that use by us from time to time.

6.2 Promotional Materials remain our property. You will use only the current versions we make available, will not alter them except as we permit, and will stop using and delete them on request or on termination.

6.3 Nothing in this Agreement transfers or assigns any ownership or title in the CasinoWithMe IP to you.

7.1 Nothing in this Agreement limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, and fraud or fraudulent misrepresentation.

7.2 To the maximum extent permitted by applicable law, in no event will we be liable to you for any special, exemplary, punitive, incidental, or consequential damages, including lost profits, arising out of or in connection with the Services under this Agreement, regardless of whether such damages were foreseeable.

7.3 Our liability to you is limited to the Commission actually paid to you in the twelve (12) months preceding any claim.

8.1 You will at all times indemnify, defend, and hold harmless us and any of our employees, agents, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable attorney fees, arising out of:

• your breach of any obligation, covenant, representation or warranty contained in this Agreement and any associated Schedules;
• your unauthorised use of the CasinoWithMe IP;
• your gross negligence and/or misconduct; or
• your violation of any applicable law.

9.1 The Referrals section of your account identifies each of your Referred Users, and each user referred by your Referred Creators, only by a pseudonymous ID and shows, for each, the registration date, total deposits, date of last deposit, amount wagered and the Commission earned. It never discloses a Referred User’s name, contact details or account identity, except that a Referred User who is a Creator may be shown by the name on their public Creator page. If you nonetheless come to hold any personally identifying information regarding users of CasinoWithMe in the course of the Program (“End User Information”), you agree to:

• use this information solely in accordance with this Agreement and any other policies provided to you by us from time to time;
• not disclose or share this information with anyone, aside from our representatives who liaise with you in the ordinary course of the Services;
• not store, copy or transmit this information for any reason, other than provision of the Services or communication with us; and
• strictly only use the information in connection with performance of the Services.

9.2 In the course of the Program you may obtain access to confidential information relating to us, in any form, including information relating to our business, processes, finances, operations, technology, suppliers, customers, strategies, and the terms of this Agreement, as well as End User Information (“Confidential Information”).

9.3 You agree that you will not retain a record of, disclose to any person or entity, or use the Confidential Information, except as expressly required by this Agreement or in accordance with our written directions, and that you will bear full liability in respect of any unauthorised disclosure of the Confidential Information.

9.4 Upon termination of this Agreement you will cease to use and delete any Confidential Information in your possession or accessible by you, regardless of form, unless we direct otherwise in writing.

10.1 Whilst performing Services under this Agreement, you are at all times acting as an independent contractor. Nothing done by you under this Agreement shall be construed to make you an employee of ours.

10.2 Nothing in this Agreement shall be deemed or construed to constitute a partnership or joint venture between the Parties, nor to constitute either Party as the agent or legal representative of the other Party for any reason whatsoever.

10.3 Neither Party is granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, on behalf of the other Party, or to bind the other Party in any manner whatsoever.

10.4 You affirm that you are solely responsible for all your statements and views posted or published online in the course of providing the Services, and that those statements and views do not represent our opinions or perspective.

You agree that you, and other persons under your direction or control, will not make, publish or communicate, or cause to be made, published or communicated, any disparaging statements or representations, either directly or indirectly, whether orally or in writing, to any person whatsoever, about us or any person or entity affiliated with us; provided that this provision does not restrict you from responding truthfully to an order of a court of competent jurisdiction or other binding legal or regulatory obligation.

You shall:

• comply with all applicable laws, statutes and regulations relating to anti-bribery, anti-money laundering and anti-corruption;
• not engage in any activity, practice or conduct that would constitute an offence under those laws;
• comply with the policies relating to ethics, anti-bribery and anti-corruption that we may provide to you and update from time to time; and
• promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this Agreement.

13.1 This Agreement and any matters relating to it shall be governed by, and construed in accordance with, the laws of the Autonomous Island of Anjouan, Union of Comoros. You irrevocably agree that, subject to clause 13.2, the courts of the Autonomous Island of Anjouan, Union of Comoros shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising from it, and irrevocably waive any right that you may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction.

13.2 Nothing in this clause shall limit our right to take proceedings against you 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 jurisdiction, whether concurrently or not, to the extent permitted by the law of that other jurisdiction.

14.1 We may amend the terms of this Agreement at any time.

14.2 You will be notified of any substantive changes to the terms of this Agreement. If you continue to provide the Services after the changes are notified to you, this constitutes acceptance of the amended Agreement. A change to the Commission rates shown in the Referrals section of your account applies to months beginning after the change is notified, never to a month already closed.

The provisions of this Agreement are independent of and severable from each other. If any provision, or portion of a provision, is found to be invalid or unenforceable for any reason, that provision or portion shall be deemed modified to the extent necessary to make it valid and operative in a manner most closely representing the intention of the Parties as expressed herein, or if it cannot be so modified, then eliminated, and the remainder of the Agreement shall continue in full force and effect.

16.1 This Agreement, including all associated Schedules, represents the entire agreement between the Parties in relation to the Program and supersedes any prior agreements, negotiations, correspondence, or communication of any kind between the Parties concerning its subject matter.

16.2 Any notice required to be given under this Agreement will be deemed effective and validly given if sent by email to the email address registered to your CasinoWithMe account or, for notices to us, to support@casinowithme.com. Notice shall be considered effective on the next business day after the email is sent.

16.3 No waiver of any default or breach of this Agreement by either Party shall be deemed a continuing waiver or a waiver of any other breach or default, no matter how similar. The specification of any particular remedy in this Agreement shall not serve as a waiver of any other remedy available to either Party at law or in equity.

16.4 You may not assign this Agreement or any rights, duties, or obligations under it without our consent in writing. We may assign this Agreement at our discretion.

The following definitions apply to the terms used in the Schedules of this Agreement:

• Creator means a user whose application to publish on CasinoWithMe has been approved under the Terms of Service.
• Promotional Materials means the banners, logos, images, text, offers and other promotional material that we may make available to you for use in the Program from time to time.
• Referral Link means the unique promotional link or code issued to you by us to be used in relation to the Services, the use of which can be tracked in the Referrals section of your account.
• Referred User means a user of CasinoWithMe who registered an account through your Referral Link and who is attributed to you under Schedule C.
• Referred Creator means a Referred User who is a Creator.
• Traffic Sources means the means by which you obtain or secure user traffic to CasinoWithMe, including any creator page you have, social media accounts, websites and messaging channels.
• Game means any casino game offered on CasinoWithMe on which real-money wagers are accepted.
• House Edge means the theoretical advantage of a Game over the player, expressed as a percentage of the amount wagered, as published for that Game on CasinoWithMe.
• Commission means the amounts payable to you under Schedule C.

Unless otherwise agreed by us in writing, you agree to provide the following Services: referrals of new users to CasinoWithMe using Traffic Sources, in accordance with instructions and directives issued to you by us from time to time and in accordance with the Standards. We may, but are not obliged to, supply Promotional Materials to assist you.

You may promote your Referral Link through any Traffic Source you choose. The rules below are the only limits, and each exists because the law, our licence, or the integrity of the Program requires it.

You must not:

• publish or endorse any misleading or deceptive advertising in relation to CasinoWithMe, including offers, bonuses or outcomes that we do not provide;
• register your own account, or any account you control or arrange to be created, through your Referral Link;
• market to or target users in jurisdictions that are prohibited or restricted under the Terms of Service, or promote or encourage the use of VPNs or other means of circumventing geographic restrictions, age verification or identity verification;
• market to or target minors, or include minors in your promotion of CasinoWithMe;
• market to or target users who have self-excluded from CasinoWithMe, or who are otherwise vulnerable or high-risk under the law of the jurisdiction in which you are advertising;
• represent that you are employed by, authorised by or act on behalf of us beyond your role as a participant in the Program, or copy the look and feel of CasinoWithMe so as to give the impression that your website or channel is ours;
• register domain names, trademarks, social media accounts or websites that are confusingly similar to those used or operated by us; or
• present gambling as a solution to financial or personal problems, as a way to recover losses, as an investment or a source of income, as guaranteed to win, as improving one's chances the longer or the more one plays, or as something that should take priority over family, friends, work or education.

You agree that:

• you will only use offers, bonuses or promotions that we currently provide, and will obtain our prior written approval before making any other offer to referred users;
• you will use any Promotional Materials we provide in their current form and in accordance with our directions; and
• you will remove, delete or unpublish any specific promotion of CasinoWithMe promptly upon receiving notice from us.

The Parties agree as follows in relation to the Commission:

A. Commission is calculated only on the basis of the wagering activity of your Referred Users and of the users referred by your Referred Creators. It is calculated on the House Edge of each Game, not on whether those players won or lost, in the manner shown in the Referrals section of your account.

B. There are two parts to the Commission:

• Referred Users Commission: you earn on the bets of every user who signed up through your Referral Link.
• Referred Creators Commission: if a user who signed up through your Referral Link is or becomes a Creator, you also earn on the bets of the users who sign up through that Creator’s own Referral Link. The Commission goes no further than that one level.

C. The rate or percentage of each part of your Commission is provided in the Referrals section of your account. We may change them at our discretion; a change applies from the next calendar month and never to a month already closed. On request, we may agree a custom rate for the Referred Users Commission with you; once granted, it is shown in the Referrals section of your account and applies to wagers that settle after it is granted.

D. A user is attributed to you if your Referral Link was the one in effect when they registered their account, that is, the last Referral Link they clicked before registering. Attribution is then permanent: the user stays yours whatever Referral Links they click afterwards. A user who already had an account on CasinoWithMe before using your Referral Link is not a Referred User.

E. Commission will not accrue in respect of:

• accounts you create, accounts you control, accounts created at your request or on your behalf, or accounts of your employees or immediate family;
• accounts which already existed before your Referral Link was used;
• wagers placed from jurisdictions that are prohibited or restricted under the Terms of Service;
• wagers that are voided, cancelled or refunded, including under the Malfunctions and Errors section of the Terms of Service; or
• accounts that we refuse, suspend or close for fraud, bonus abuse, collusion, arbitrage, matched betting, the use of systems designed to beat the house, or any breach of the Terms of Service.

F. We may refuse, suspend or close any user account at our discretion, and no entitlement to Commission arises from those accounts.

G. Commission is calculated on each wager as it settles and credited at once to your referral balance, in the cryptocurrency in which the wager was placed. You transfer it to your Wallet at any time using “Transfer to wallet” in the Referrals section of your account, and withdraw it from your Wallet under the Terms of Service. No invoice is required.

H. You will not be entitled to any Commission for any period in which your participation in the Program is in breach of this Agreement. We may withhold all or part of any Commission that would otherwise be owing to you where we identify or reasonably suspect:

• intellectual property violations, including look-alike domains or accounts;
• arbitrage, matched betting, or the use of systems designed to beat the house;
• wagers placed through accounts you control or arranged to be created; or
• any other breach of this Agreement.

You must satisfy the following requirements to participate in the Program:

• you hold a registered CasinoWithMe account in good standing;
• you are at least eighteen (18) years old, or the age of majority in the jurisdiction in which you reside, whichever is higher;
• you have completed identity verification on CasinoWithMe;
• you do not reside in, and do not operate the Services from, a jurisdiction that is prohibited or restricted under the Terms of Service;
• you hold only one referral account; and
• you comply with the Terms of Service, the Privacy Policy and any other policies we issue from time to time.