Standard Terms & Conditions For The Purchase Of Advertising (* em breve em português)

1. Definitions and interpretation

1.1 Agreement shall have the meaning as set out above, unless different terms (including any commission fees) have been subsequently notified to you in writing expressly deviating from these Standard Terms and Conditions, and only in such case, the additional terms shall take precedence over these Standard Terms & Conditions, and to the extent of any inconsistency and taken with the rest of the non‐conflicting terms herein, shall constitute the Agreement.

1.2 New Subscriber means a person who is a Betfair account holder and did not previously registered that Betfair account in Wagertool®, i.e. who did not previously started the Wagertool® trial period for that Betfair account, and becomes tracked to your affiliate account after fulfilling the following requisites: (i) arrives at Wagertool.com via one of your click‐through URLs as approved or provided to you by us (or through any offline method which has been agreed by us prior to said customer(s) being so directed) and (ii) register his Betfair account in Wagertool® software to initiate the free trial period.

1.3 Advertising Materials means all the artwork, banners, html mailers, editorial columns, images, logos, graphic designs and links or other materials supplied to you by us from time to time in order to advertise our Website, brands, products or services;

1.4 Commission Fees means the sum payable to you calculated on Net Revenue (subscription selling price minus the VAT charge) or as may have otherwise been subsequently confirmed to you in writing.

1.5 Site means: www.wagertool.com and any other websites which we may notify you in writing from time to time, where the New Subscriber shall download the Wagertool® software.

2. Your Application and Appointment

2.1 To become a member of the “Wagertool.com/affiliate program” you will need to accept this Agreement by ticking the box confirming your acceptance and completing and submitting an online application form. The application form will form an integral part of this Agreement. We reserve the right in our sole discretion to determine whether or not to accept your application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your application has been successful.

2.2 This Agreement shall only apply if and as from the date your application to Wagertool.com/affiliate program is confirmed to you as being successful. In the event that your application is successful, you agree to be bound by this Agreement and that you shall provide the Services in respect of our Site as set out below.

2.3 Once confirmed in accordance with the above, if you are appointed as a non‐exclusive affiliate with the right to direct New Subscribers to our Site and to earn Commission Fees in accordance with the conditions set out in this Agreement. The affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement. You understand that we have the right to procure services from others performing services of the same or similar nature to those provided by you. You shall have no claim to Commission Fees or other compensation on business secured by or through persons or entities other than you.

2.4 You shall not open more than one affiliate account on Wagertool.com/affiliate without our prior written consent nor will you earn commission on your own or related persons’ subscriptions. The program is intended for professional website publishers only.

2.5 This Agreement is a binding contract, and shall apply to the provision of all advertising services, purchase orders, forms or other oral or written agreements unless to the extent expressly excluded in such purchase order, form, or agreement for the provision of services. You understand that by providing any advertising services to us you agree to be bound by this Agreement to the exclusion of any other terms, and that should you not agree to the terms, or no longer wish to be bound by them, you should provide us with notice of termination in the time period specified herein.

3. Advertising campaign monitoring

3.1 Linking to our Site: By agreeing to participate in the Wagertool.com/affiliate program, you are agreeing to create and maintain unique links from your site to our Site. You may link to us with any of the Advertising Materials which we have supplied to you. Kindly note that this is the only method by which you may advertise on our behalf. All other advertising, including use or promotion of any website which has not been previously agreed to and approved by us, and any form of spamming is strictly prohibited and will be considered as a breach of this Agreement allowing us the option exercisable at our discretion to immediately disable banners, terminate such advertising or this Agreement immediately and without further notice to you and to exclude any traffic generated in this manner from Commission Fees payable to you without limitation to other rights available to us at law.

3.2 Tracking of subscriptions: We shall register suitable New Subscribers, and track the subscriptions payed by those users brought to you, making available to you a report summarizing their activities, which you can access Wagertool.com/affiliate website.

3.3 Supply and Use of Advertising Material: We shall supply to you Advertising Material to be published on your website/s. You will only use our approved Advertising Material and will not alter their appearance nor refer to us in any promotional materials other than those that are available from Wagertool.com/affiliate website. The appearance and syntax of the hypertext transfer links are designed and designated by us and constitute the only authorized and permitted representation of our Sites. In particular, you are not permitted to create a direct link to the promotional materials on our Sites.

3.4 Active Affiliate Requirement: If your account does not show at least four (4) New Subscribers in any consecutive three (3) month period, we reserve the right to terminate your affiliate account(s) without further notice. The past subscribers that you may have referred shall be removed from the tracking associated with your account, clearing any commission fees not yet payed to you generated by those removed subscribers.

3.5 Fraud and Restrictions on Transfer or Opening of Accounts: The Wagertool.com/affiliate Program is intended for your direct participation. You shall not open affiliate accounts on behalf of any other person, company or participant. Opening an affiliate account for any third party whatsoever, brokering an affiliate account or the transfer of an affiliate account is strictly prohibited. We reserve the right to delay payment of Commission Fees suspected to be related to fraudulent activity on the Sites pending the completion of our investigations. If you require your account to be transferred to another beneficial account owner, you must request prior permission to do so by Contacting Us. Approval is solely at our discretion and shall be confirmed to you in writing if the transfer is permitted.

3.6 Disclaimer: You agree that you are solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site (other than with respect to the Advertising Material). Specifically, you are responsible for ensuring that materials posted on your site are not libellous, illegal or otherwise unsuitable, aimed at children, display pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, politics, nationality, disability, sexual orientation, or age, promote illegal activities or violate intellectual property rights. We disclaim all liability for any failure to strictly observe good ethics, moral codes, and reserve the right to take legal action for damage caused to the “Wagertool®” brand and reputation which may ensure due to breach of this clause. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees) arising directly or indirectly out of the contents of your website which are in breach of this section. No affiliation or impression of sponsorship can be made between our Site and your site, or any endorsement of one by the other.

3.7 No Authority: You have no authority and shall not make any claims or representations, or give any warranty, in connection with or on behalf of Keepitsoft – Programação Lda., the Site, or on our behalf. You understand that any breach of this obligation shall be void and without effect on us, and may have serious consequences. We further reserve the right to immediately terminate this Agreement without further notice if you act in contravention of this section.

3.8 Prohibition on Registration of Domain Names: You shall be prohibited from registering (or applying to register) nor permit, procure or encourage any other person to register or to use any domain name similar to any domain name used by or registered by us, which includes “Wagertool”, “KeepItSoft” or any other name that could be understood to designate the Wagertool® software. In the event that you deem it necessary or desirable to utilize a domain name which is not currently owned by us, you will notify us in order that we may take all reasonable steps to register it and, if such registration is successful, to grant you a royalty‐free license to use the name for the duration of this Agreement. You hereby acknowledge that registering domain names in breach of our competitor’s trademarks is also illegal. You hereby acknowledge that damages would not be an adequate remedy for any breach of this clause and you hereby agree to assign and carry out all acts required in order to assign all right, title and interest to domain names registered in contravention of this clause to us (or to any member within our group of companies as we may appoint), and to promptly perform all actions required by the applicable domain name registrar to complete the conveyance of the domain names and hereby appoint us as your agent to carry out such acts on your behalf should you fail to carry out said actions promptly. You shall not be eligible for any Commission Fees on traffic or New Subscribers generated through any domain name registered in contravention of this clause.

3.9 No Bidding on Brand Terms: You may not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to any of Wagertool trade mark or otherwise include the words “Wagertool”, “KeepItSoft” or any misspelling or variations thereof.

3.10 Good Faith: You will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes us damage.

4. Payment of Commission Fees

4.1 Subject to your compliance with the terms of this Agreement, you will earn Commission Fees as set out here (unless otherwise notified to you) based on the Net Revenue of your referred and approved Active Subscribers. Kindly note that your Wagertool.com/affiliate Program account must have a minimum of 5 Active Subscribers before you will be eligible for Commission Fee payment. You are entitled to one payout per calendar month per account, provided you have fulfilled the above requirement at the end of the preceding month and provided further amounts owed to you achieve the minimum threshold level set out at Clause 4.2.

4.2 Should your payment be less than EUR 50, we reserve the right to roll it forward to future months for payment.

4.3 “Net Revenue”, apportioned to all Active Subscribers attributed to your account, is defined by: subscription price (excluding the VAT charges) payed by the Wagertool® costumers tracked to your affiliate account. The standard revenue share earned by an affiliate is 20% of the Net Revenue.

4.4 Commission Fees will be calculated on a cumulative basis derived from available Net Revenue between all subscription plans and renewals of Wagertool® software covered by these Standard Terms and Conditions derived on one costumer resulting in the total Net Revenue for any calendar month (or part thereof) on the relevant costumer.

4.5 Payment shall be effected through one of the methods detailed below (Method of Payment), no later than thirty (30) days after your payment request made on Wagertool.com/affiliate website. You are limited to one (1) payment request for each calendar month.

4.6 If you did not request a Commission Fees payment, or if you did not reach the minimum payable amount defined in point 4.2, within a twelve (12) months period, the commission fees earned in the further thirteenth (13^th) month will expire, and be removed from the due amount.

5. Method of Payment

5.1 Commission Fees will be paid via any of the following methods which are currently available, and any others which we may notify to you from time to time as they may become available:

(i) transfer to a nominated bank account (bank charges may apply);

(ii) credit to an e‐wallet eg Neteller or Skrill (MoneyBookers); 

5.2 All Commission Fees will be due and paid in Euro.

6. License and Intellectual Property Rights

6.1 You acknowledge and agree that any and all intellectual property rights subsisting in the Advertising Materials is and shall remain our sole property or that of such other party as may be identified therein. You shall not during or at any time after the expiry or termination of the Agreement in any way question or dispute the ownership by us or the owner thereof and nothing in this Agreement shall give you any right in respect of any Intellectual Property Rights belonging to us, used by us under licence or by any other person.

6.2 We grant you a non‐exclusive, non‐transferable licence to use the Advertising Materials, and to use our trade name, trademarks, service marks, logos and any other designations, which we may from time to time approve solely for the duration of this Agreement and for the sole purpose of allowing you to fulfil your obligations in accordance with this Agreement. This licence cannot be sub‐licensed, assigned or otherwise transferred by you. Your right to use the marks, Advertising Materials and any other intellectual property is limited to and arises only out of this licence. You shall not assert the invalidity, unenforceability, or contest the ownership of said rights in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our rights, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of the Advertising Materials, or our logos or trademarks by any third party.

7. Confidential Information

7.1 The parties acknowledge a duty during and after the duration of the Agreement, not to disclose without the other’s prior written permission any confidential information either concerning the other’s business, its business plans, customers or associated companies.

7.2 In particular during and after the duration of the Agreement you acknowledge your responsibility to treat in complete confidence all marketing and sales information and statistics relating to our business with which we may supply you in the course of the provision by you of the Services.

8. Warranties and Indemnities

8.1 You represent and warrant to us that:

• You are fully aware of and understand the nature of the Site/Software;

• any e‐mail sent by you advertising us shall only be sent to individuals who are of legal age according to the law and who have opted‐in to receiving from you information regarding third parties and whose details are not included on any ‘blacklist’ with which we provide you;

• by performing your obligations under the Agreement, you shall not be in breach of any advertising laws, regulations, standards or codes of practice that may be relevant or applicable to yourself or the Services;

• you unconditionally and irrevocably agree as a continuing obligation to indemnify us against losses which we may incur at any time or from time to time and all costs and expenses (including, but not limited to reasonable legal fees) in respect of or as a result of any breach of warranty, or any breach of this Agreement.

9. Term and Termination

9.1 The term of this Agreement will begin when you are approved as an affiliate and will continue unless and until either party notifies the other in writing that it wishes to terminate the Agreement by providing a minimum thirty (30) days’ notice, in which case this Agreement will be terminated. For the avoidance of doubt, termination shall be immediate if so required by a change in law or policy.

9.2 We may also terminate this Agreement immediately for business reasons or other reasons of internal policy and control. We shall endeavour to provide the requisite minimum thirty (30) days prior notice, however, where this is not feasible, you shall nevertheless be entitled to compensation for a thirty (30) day period from the date of notice of termination, based on the amounts paid to you with respect to the immediately preceding 30 days. The foregoing shall be notwithstanding a shorter period for player account closure and removal of all promotional banners and advertising activity.

9.3 For purposes of notification of termination, delivery via e‐mail is considered a written and immediate form of notification and it is your obligation to ensure that your details and information with us are kept properly updated.

9.4 All Commission Fees which accrued prior and up to the date of termination shall become due and payable and shall be paid within thirty (30) days from the end of the month in which termination was effected (unless the provisions of Clause 9.2 apply).

9.5 You undertake to request a payout of all earned commissions within twelve (12) months. If payment has not been made or requested within a period of more than twelve (12) months from the date of termination, we reserve the right to withhold all or part of the funds.

9.6 Upon termination you must remove all of our banners/icons from your site and disable all links from your site to ours. All rights and licenses given to you in this Agreement shall immediately terminate. You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of our trademarks, logos, and Advertising Materials.

9.7 Provisions governing (i) Records and Audit (ii) Intellectual Property Rights (iii) Confidential Information (iv) Warranties and Indemnities (v) and (Governing Law and Jurisdiction) shall survive termination of the Agreement.

10. Relationship of the Parties

We and you are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this Agreement.

11. Modification

We may modify any of the terms and conditions contained in this Agreement or replace it at any time and in our sole discretion, by posting a change notice. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the referral program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the modification or of the new agreement.

12. Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Wagertool.com/affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Wagertool.com/affiliate Program will not exceed the total Referral Fees paid or payable to you under this Agreement in the prior three (3) months prior to giving rise to any claim. Any liability arising under this Agreement shall be satisfied solely from the Commission Fees generated and is limited to direct damages.

13. Independent Investigation

You acknowledge that you have read and understand your obligations under this Agreement and agree to all its Terms and Conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate or contract with websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in this Wagertool.com/affiliate Program and are not relying on any representation, guarantee, or statement other than as set out in this Agreement.

14. Other Provisions

14.1 Any failure by us to enforce or to exercise at any time any right under the Agreement shall not be construed as a waiver of any such term or right and shall in no way affect our right later to enforce or exercise it.

14.2 Neither Party will be responsible for failure of performance due to causes beyond its control, including, without limitation, acts of God or nature, war, terrorist attack, or mandatory compliance with any law.

14.3 If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.

14.4 You shall not assign, transfer, charge or deal in any other manner with your obligations under the Agreement. We shall have the right to assign the Agreement and any of its rights or obligations under it to any of its group companies.

14.5 Any notice, invoice or other communication which either party is required by this Agreement to serve on the other party shall be sufficiently served if sent by post or email to the other party.

14.6 A person who is not a party to the Agreement has no rights to enforce any clause of this Agreement.

14.7 This Agreement and any other written correspondence under which we agree a variation to this Agreement constitute the entire Agreement and understanding of the parties and supersede any previous agreement between the parties relating to the same matter.