These Terms and Conditions (the “Terms”) constitute a binding agreement between LRL Marketing Services Ltd, trading through the affiliate programme brand ReactivAffiliates (“ReactivAffiliates“, “we“, “us” or “our“) and the person or entity applying to, accepted into, or participating in the ReactivAffiliates Affiliate Programme (the “Affiliate”, “you” or “your“).
By applying to the ReactivAffiliates Affiliate Programme, accessing the affiliate platform, using any tracking link, or promoting any of Our Brands, you confirm that you have read, understood, and agree to be bound by these Terms.
It is your responsibility to review the most current version of these Terms. Subject to Clause 31, your continued participation in the Programme after updated Terms are published or notified to you constitutes your acceptance of those updated Terms.
For questions regarding the Programme, please contact support@reactivaffiliates.com.
CONTENTS
- Definitions and Interpretation
- Programme Enrolment and Acceptance
- Licence to Use Marketing Materials
- Tracking, Attribution and Reporting
- Affiliate Obligations
- Prohibited Marketing Methods and Traffic Sources
- No Spam; Direct Marketing; Self-Excluded Persons
- Regulatory Compliance and Responsible Gambling
- Intellectual Property and Brand Protection
- Restricted Territories and Geo-Targeting
- Commission Plans and Calculation Principles
- Net Revenue, Admin Fee and Deductions
- General Commission Restrictions
- Inactivity
- Payment Terms
- Suspension, Withholding, Set-Off and Clawback
- Negative Carry-Over
- Data Protection
- Related Persons and Self-Referral Restrictions
- Networks, Sub-Affiliates, Influencers and Third Parties
- Account Security and Verification
- Confidentiality
- Anti-Bribery, Anti-Money Laundering and Sanctions
- Warranties
- Indemnity
- Disclaimer and Limitation of Liability
- Term and Termination
- Effect of Termination
- Sale of Business / Change of Control / Assignment
- Force Majeure
- Changes to These Terms
- Notices
- Governing Law and Jurisdiction
- General Provisions
Schedule 1 – Data Processing Details
1. Definitions and Interpretation
In these Terms, unless the context requires otherwise:
“Account” means your affiliate account on the ReactivAffiliates affiliate platform.
“Admin Fee” means an administration fee equal to twenty percent (20%) of the Commission otherwise due to you for the relevant period, deducted in accordance with Clause 12.3.
“Affiliate ID” means the unique tracking code, referral link, tracker, promo code, sub-ID, or any other tracking mechanism assigned to you by ReactivAffiliates for the purpose of attributing New Customers and calculating Commission.
“Affiliate Network” means any affiliate network, media buying group, agency, sub-affiliate network, or other third-party arrangement through which traffic or promotional activity is carried out on your behalf.
“Application” means your application to join the Programme.
“Chargeback” means any deposit or payment reversed, charged back, reclaimed, disputed, or otherwise not ultimately received by us.
“Commission” means the remuneration payable to you under the applicable Commission Plan, before deduction of any Admin Fee, taxes, withholding, set-off, clawback, Fraud Costs, or other permitted deductions under these Terms.
“Commission Plan” means the commercial arrangement applicable to you as agreed in writing by us, including but not limited to revenue share, CPA, hybrid, flat fee, tenancy, or any bespoke commercial deal.
“Confidential Information” means any non-public information disclosed by us or on our behalf to you in any form, including business information, financial information, player data, pricing, commercial terms, traffic reports, Commission reports, product plans, compliance requirements, Marketing Materials, and any information derived from any of the foregoing.
“Data Protection Legislation” means all applicable data protection, privacy, e-privacy, direct marketing, cookie, and electronic communications laws and regulations, including where applicable the GDPR, UK GDPR, Data Protection Act 2018, PECR, and any implementing or related legislation as amended from time to time.
“Deductible Costs” means the deductions expressly permitted under Clause 12.2.
“Fraud” or “Fraudulent Activity” means any act, omission, traffic source, behaviour, scheme or arrangement that we determine, acting reasonably, to be fraudulent, deceptive, abusive, dishonest, unlawful, artificial, non-genuine, or otherwise intended to create an unfair advantage, including without limitation self-referrals, collusion, bonus abuse, multi-accounting, false registrations, bot traffic, incentivised traffic without approval, cookie stuffing, brand impersonation, fake leads, fake reviews, arbitrage betting, matched betting, payment fraud, or any activity designed to manipulate tracking, registration, deposit, betting or Commission outcomes.
“Fraud Costs” means all losses, liabilities, costs, expenses, chargebacks, payment reversals, investigative costs, legal costs, regulator-related costs, or damages arising directly or indirectly from Fraudulent Activity.
“Gross Gaming Revenue” or “GGR” means the total stakes or wagers settled with Our Brands by referred customers minus winnings paid out to those customers.
“Marketing Materials” means banners, landing pages, text links, widgets, creative assets, logos, approved text, approved brand assets, approved email templates, social media copy, and all other promotional materials made available or approved by us.
“Matched Betting / Arbitrage Betting” means any betting method intended to secure a risk-free or near risk-free return, including use of free bets or price differences across bookmakers.
“Net Revenue” means the amount calculated under Clause 12.
“New Customer” means a natural person who:
(a) is at least 18 years old or any higher minimum age required by applicable law;
(b) is lawfully permitted to open an account with Our Brands;
(c) is referred to Our Brands directly through your valid Affiliate ID or other approved tracking method;
(d) successfully registers a first-time real-money account with Our Brands;
(e) has not previously held any account with Our Brands; and
(f) is not excluded under these Terms.
“Our Brands” means https://www.trybet.com and any other brand, website, app, product or platform owned, operated, or designated by ReactivAction Ltd from time to time.
“Programme” means the ReactivAffiliates Affiliate Programme.
“Prohibited Marketing Methods” has the meaning given in Clause 6.
“Prohibited Territory” means any territory or jurisdiction listed in Clause 10.1 or otherwise notified by us to you in writing as restricted or prohibited.
“Special Terms” means any market-specific, campaign-specific, product-specific, brand-specific, or deal-specific terms notified or made available by us from time to time.
“Unsuitable Source” means any website, app, platform, channel, account, publication, communication medium, or traffic source that:
(a) is unlawful;
(b) targets or is likely to appeal to minors;
(c) contains adult, obscene, hateful, violent, defamatory, discriminatory, infringing, deceptive, malicious, or otherwise harmful content;
(d) promotes illegal gambling or other illegal activity;
(e) contains malware, spyware, adware, trojans, malicious scripts, hidden redirects, browser hijacking tools, or similar harmful technology; or
(f) may, in our reasonable opinion, damage our reputation, goodwill, regulatory standing, or business interests.
“Your Channels” means all websites, apps, domains, subdomains, social media accounts, messaging channels, email databases, video channels, influencer accounts, ad accounts, media buying accounts, and any other media or traffic sources owned, operated, controlled, or used by you or on your behalf in connection with the Programme.
References to the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation.
2. Programme Enrolment and Acceptance
2.1 Application
To participate in the Programme, you must submit an Application and provide all information requested by us. By applying, you represent, warrant and undertake that:
(a) all information submitted by you is complete, accurate and not misleading;
(b) you will promptly update your information whenever it changes;
(c) you are at least 18 years old and legally capable of entering into a binding agreement;
(d) your participation in the Programme does not breach any law, regulation, contract, or other obligation binding upon you; and
(e) if you apply on behalf of a company or other entity, you have full authority to bind that entity.
2.2 Acceptance and Rejection
We may accept or reject any Application in our sole discretion. We are under no obligation to provide reasons for rejection.
2.3 Due Diligence
As part of the approval process and at any time during the term, we may require you to provide such information and documentation as we reasonably request, including identity, address, corporate, ownership, tax, banking, sanctions, media source, ad account, and compliance information.
2.4 Ongoing Eligibility
Your participation in the Programme is conditional upon your continued compliance with these Terms, all Special Terms, and any instructions, policies, or compliance guidelines issued by us from time to time.
2.5 No Right to Participate
Acceptance into the Programme does not create any right to continued participation, any minimum term, or any guaranteed level of Commission.
3. Licence to Use Marketing Materials
3.1 Limited Licence
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term to display and use the Marketing Materials solely for the purpose of promoting Our Brands through your approved Your Channels.
3.2 Approved Use Only
You may use only the current versions of the Marketing Materials supplied or expressly approved by us in writing. You must immediately stop using any material that is withdrawn, updated, expired, or no longer approved.
3.3 No Modification
You must not modify, adapt, translate, edit, crop, alter, animate, obscure, or otherwise change any Marketing Materials without our prior written approval, except that you may resize creatives proportionally without altering their meaning, branding, mandatory wording, or legal notices.
3.4 Compliance with Instructions
You must comply with all campaign restrictions, market restrictions, timing restrictions, brand guidelines, style guides, responsible gambling requirements, and other instructions issued by us in relation to the Marketing Materials.
3.5 Takedown Right
We may require you at any time to remove, replace, amend, pause, or cease using any Marketing Materials or any related promotion. You must comply immediately and in any event no later than 24 hours after our request, or sooner if required by us for regulatory or urgent risk reasons.
4. Tracking, Attribution and Reporting
4.1 Proper Tagging
You are solely responsible for ensuring that traffic sent by you is correctly tagged and routed through your Affiliate ID or other approved tracking method.
4.2 Attribution
Commission is payable only for New Customers whom we can attribute to you through our tracking systems and records. We shall have no obligation to pay Commission where tracking fails for any reason, including incorrect implementation, technical issues outside our control, overwritten cookies, blocked trackers, user privacy settings, ad blockers, incorrect links, missing consent, or any act or omission by you or any third party.
4.3 Reporting
We may make reports, dashboards, statistics, and account information available to you through the affiliate platform. Such reports are provided for convenience only.
4.4 Finality of Records
Subject to manifest error, our systems, records, tracking logs, and calculations shall be the sole basis for determining clicks, registrations, deposits, wagering, Net Revenue, and Commission.
4.5 Commission Queries
You must notify us in writing of any disputed Commission or reporting discrepancy within 30 days after the relevant monthly statement or dashboard entry becomes available. If you fail to do so, the relevant figures shall be deemed final and accepted by you, save in the case of manifest error.
5. Affiliate Obligations
You undertake, warrant and agree throughout your participation in the Programme that:
(a) all activities undertaken by you in connection with the Programme shall be lawful, professional, ethical, and in full compliance with these Terms;
(b) you shall use best efforts to promote Our Brands in good faith and in a manner that does not harm our reputation, goodwill, regulatory standing, or business interests;
(c) you shall promote Our Brands only through Your Channels that have been disclosed to and approved by us, or that otherwise fall within any standing approval we may grant;
(d) you shall promptly provide us with any information, records, screenshots, access details, ad IDs, URLs, domains, account names, traffic source details, media spend records, opt-in records, or other evidence that we reasonably request to verify compliance;
(e) you shall maintain complete, accurate, and auditable records relating to your Programme activities for at least five (5) years after the later of the date of creation or termination of these Terms; and
(f) you shall notify us promptly, and in any event within five (5) working days, if you become aware of any actual or suspected breach of these Terms, any applicable law, platform policy, sanctions rule, data breach, or any complaint, investigation, or regulatory issue connected to your Programme activities.
6. Prohibited Marketing Methods and Traffic Sources
6.1 Prohibited Marketing Methods
You must not, and must ensure that no third party acting on your behalf does, use any of the following methods in connection with the Programme:
(a) Spam, unsolicited bulk messaging, or messaging without required consent;
(b) Brand bidding, including bidding on our brand names, trademarks, misspellings, transliterations, URL variations, or confusingly similar keywords, unless expressly approved in writing;
(c) registering, purchasing, using, redirecting, or monetising domains, subdomains, social handles, usernames, apps, or pages that include or are confusingly similar to Our Brands, our trademarks, or our branding;
(d) cookie stuffing, cookie dropping without a genuine user click, click injection, hidden iframes, forced clicks, hidden links, invisible creatives, or any attempt to manipulate attribution;
(e) automatic redirects, pop-unders, pop-ups triggered without genuine user intent, browser hijacking, misleading buttons, deceptive UI, or forced opening of Our Brands;
(f) bot traffic, non-human traffic, click farms, script-generated traffic, automated registrations, or artificially generated leads;
(g) adware, malware, spyware, browser extensions, toolbars, downloadable software, or any technology that intercepts, overrides, inserts, or manipulates traffic or tracking;
(h) fake reviews, impersonation, false endorsement, false rankings, fake news-style content, false “official site” claims, or any misleading presentation suggesting that you are us or officially represent us;
(i) promotion of unapproved bonus offers, unapproved promo codes, inaccurate terms, outdated offers, “guaranteed win”, “risk-free”, “no risk”, or any unlawful or misleading gambling claim;
(j) incentivised traffic, cashback, rebates, rewards, or compensation offered to prospective New Customers unless expressly approved in writing;
(k) promotion through any Unsuitable Source or in any Prohibited Territory;
(l) use of creatives, slogans, logos, claims, or copy that have not been supplied or approved by us;
(m) use of AI-generated or manipulated content, including deepfakes or synthetic endorsements, in a manner that misrepresents Our Brands, our offers, our personnel, or player outcomes;
(n) any activity intended to target self-excluded, vulnerable, underage, or otherwise restricted persons; or
(o) any other method that we reasonably consider deceptive, misleading, unlawful, unethical, non-compliant, or harmful to Our Brands.
6.2 Search Engine Restrictions
Unless expressly approved by us in writing, you must not:
(a) bid on or purchase keywords including any of our trademarks, brand names, URL strings, app names, or confusingly similar terms;
(b) use our trademarks in ad copy, display URLs, paths, or extensions;
(c) direct paid search traffic to a page that automatically redirects to Our Brands; or
(d) outrank or compete directly with our own paid search campaigns.
6.3 App Store / Platform Restrictions
You must comply with the rules of each platform, publisher, app store, social network, video platform, messaging service, and advertising network through which you promote Our Brands.
6.4 Right to Determine Non-Compliant Traffic
We may, acting reasonably, determine whether any traffic source, method, creative, channel, audience, or campaign is non-compliant. Where we do so, we may require immediate cessation, suspend your Account, withhold payments, reverse Commission, or terminate these Terms.
7. No Spam; Direct Marketing; Self-Excluded Persons
7.1 Prior Consent Required
You must not send or cause to be sent any email, SMS, push notification, direct message, or other direct marketing communication relating to Our Brands without our prior written approval and without all required lawful consents.
7.2 Evidence of Consent
Upon request, you must provide complete and accurate records showing that each recipient has validly opted in, has not opted out, and is lawfully contactable for the relevant type of communication.
7.3 Opt-Out Mechanism
All direct marketing communications must contain a clear and functional opt-out or unsubscribe mechanism, where required by law.
7.4 Self-Excluded and Restricted Persons
You must not target, knowingly market to, or knowingly facilitate the marketing of Our Brands to self-excluded persons, underage persons, vulnerable persons, or any persons who must not lawfully receive gambling marketing.
7.5 Liability for Spam Costs
Any costs, claims, fines, complaints, reputational harm, or liabilities arising from Spam or unlawful marketing by you or on your behalf may be deducted from Commission and/or recovered from you directly.
8. Regulatory Compliance and Responsible Gambling
8.1 General Compliance
You must comply with all applicable laws, regulations, licence conditions, codes of practice, advertising standards, and platform rules relevant to your activities and to the jurisdictions you target.
8.2 Responsible Gambling Requirements
You must ensure that all promotions of Our Brands:
(a) are socially responsible;
(b) do not target or appeal to persons under the applicable minimum legal age;
(c) do not portray gambling as a solution to financial problems, personal problems, or social difficulties;
(d) do not present gambling as risk-free, guaranteed, or a way to secure financial success;
(e) do not encourage excessive, reckless, or compulsive gambling; and
(f) include any responsible gambling statements, age warnings, licence references, or legal notices that we require for a particular market, channel, campaign, or brand.
8.3 Market-Specific Rules
We may issue market-specific compliance requirements from time to time, including mandatory wording, disclosures, legal notices, content restrictions, and approval procedures. You must comply with all such requirements immediately.
8.4 Mandatory Training
You must complete any compliance, responsible gambling, AML, anti-bribery, or other training that we reasonably require as a condition of continued participation.
9. Intellectual Property and Brand Protection
9.1 Ownership
All rights, title, and interest in Our Brands, Marketing Materials, platform content, reports, data, and all associated intellectual property rights remain vested in us or our licensors.
9.2 No Ownership Transfer
Except for the limited licence expressly granted under these Terms, no right, title, or interest in our intellectual property is transferred to you.
9.3 No Challenge
You must not challenge, contest, register, or assist any third party to challenge or contest our rights in any trademark, domain, logo, creative, copyright, or other intellectual property.
9.4 Domain and Social Handle Restrictions
You must not register, use, purchase, or control any domain name, app name, username, social handle, page name, channel name, or similar identifier that includes or is confusingly similar to Our Brands, our trademarks, or our branding.
9.5 Transfer Obligation
If you register or control any identifier in breach of this Clause, you must immediately transfer it to us or our nominee upon request at your own cost.
9.6 Goodwill
All goodwill arising from your authorised use of our intellectual property shall inure exclusively to our benefit.
10. Restricted Territories and Geo-Targeting
10.1 Prohibited Territories
You must not actively market, advertise, target, or direct traffic to Our Brands from any of the following territories, or any other territories notified by us from time to time:
Afghanistan, Aland Islands, Algeria, Angola, Antarctica, Australia, Belgium, Bosnia and Herzegovina, Bouvet Island, Brazil, British Indian Ocean Territory, Bulgaria, Cambodia, Cayman Islands, Cocos Islands, Czech Republic, Denmark, Ethiopia, France, French Southern and Antarctic Lands, Germany, Guyana, Heard Island and McDonald Islands, Hong Kong, Hungary, Iran, Iraq, Ireland, Israel, Italy, Japan, Laos, Libya, Malta, Mozambique, Myanmar, Namibia, Netherlands, Nigeria, North Korea, Pakistan, Panama, Papua New Guinea, Poland, Portugal, Puerto Rico, Romania, Saudi Arabia, Singapore, Slovakia, South Africa, South Sudan, Spain, Syria, Tanzania, Taiwan, Turkey, Uganda, United Kingdom, United States, United States Minor Outlying Islands, Vanuatu, Vatican City, Venezuela, Yemen.
10.2 No Entitlement for Restricted Traffic
You are not entitled to any Commission relating to traffic, registrations, deposits, or customer activity originating from or connected with Prohibited Territories.
10.3 Geo-Blocking and Filtering
You must implement and maintain all reasonable geo-targeting, suppression, exclusion, keyword, and operational controls necessary to prevent targeting of Prohibited Territories.
10.4 Updates
We may amend the list of Prohibited Territories at any time. Where a territory becomes prohibited, you must immediately stop targeting that territory and shall not be entitled to Commission attributable to that territory from the effective date notified by us.
11. Commission Plans and Calculation Principles
11.1 Applicable Commission Plan
Your Commission Plan shall be the plan agreed in writing between you and us. In the absence of express written agreement, no particular Commission Plan shall apply.
11.2 No Guaranteed Earnings
Commission depends on valid, compliant, and attributable New Customer activity. We do not guarantee any minimum level of earnings, traffic, conversion, or revenue.
11.3 Calculation Period
Unless otherwise agreed in writing, Commission is calculated on a calendar-month basis.
11.4 CPA Qualification
Where a CPA arrangement applies, a CPA shall be payable only for a New Customer who satisfies all qualification criteria specified by us, including registration, KYC status, first deposit amount, wagering, bet settlement, territory eligibility, fraud screening, and any hold period.
11.5 Hybrid / Special Deals
Any hybrid, tenancy, flat fee, fixed placement, revenue guarantee, or bespoke deal shall be governed by these Terms together with any written Special Terms. In case of inconsistency, the Special Terms shall prevail only to the extent of that inconsistency.
11.6 Right to Review Commercial Terms
We may review and amend Commission Plans prospectively in accordance with Clause 31.
12. Net Revenue, Admin Fee and Deductions
12.1 Net Revenue Formula
Unless otherwise agreed in writing, Net Revenue for the relevant period means:
Gross Gaming Revenue
minus player winnings
minus bonuses and promotional credits actually granted to referred customers
minus Chargebacks and payment reversals
minus progressive jackpot contributions where applicable
minus taxes directly attributable to the relevant gaming revenue where applicable
minus Fraud Costs and unlawful or invalid activity
minus the specific deductions permitted under Clause 12.2.
12.2 Deductible Costs
The following are the only standard Deductible Costs unless otherwise agreed by us in writing for a specific market or commercial arrangement:
(a) payment processing costs directly attributable to referred customer deposits or withdrawals;
(b) third-party fraud prevention, verification, or payment recovery costs directly attributable to referred customers;
(c) progressive jackpot contributions where applicable;
(d) gaming or betting taxes directly attributable to referred customer revenue where legally applicable;
(e) bonuses, promotional costs, free bets, free spins, cashback, or similar incentives actually granted to referred customers; and
(f) Fraud Costs.
12.3 Admin Fee
In addition to the deductions above, we shall deduct from the Commission otherwise due to you an administration fee equal to twenty percent (20%) of the Commission generated for the relevant calculation period. For the avoidance of doubt, this Admin Fee is deducted from the Commission amount after calculation of Net Revenue and application of the agreed Commission rate, unless otherwise specified in writing by us.
12.4 No Double Counting
We shall not intentionally double count the same item across multiple deduction categories.
12.5 Illustrative Example
If Net Revenue for the month is EUR 10,000 and your agreed revenue share is 30%, your gross Commission is EUR 3,000. We will then deduct the 20% Admin Fee of EUR 750, resulting in EUR 2,250 payable before any further lawful withholding, set-off, or tax deductions.
12.6 Market-Specific Commercial Deductions
For certain markets or special deals, additional disclosed deductions, taxes, or charges may apply where specified in Special Terms or required by law.
13. General Commission Restrictions
You shall not be entitled to Commission in respect of:
(a) any person who is not a genuine New Customer;
(b) any customer previously registered with any of Our Brands;
(c) any traffic or activity generated through a Prohibited Marketing Method, Fraudulent Activity, unlawful activity, or bad faith activity;
(d) self-referrals or related-party referrals prohibited by Clause 19;
(e) traffic originating from or targeting Prohibited Territories;
(f) activity connected with Matched Betting, Arbitrage Betting, bonus abuse, or other forms of abuse;
(g) any customer account refused, suspended, restricted, closed, voided, confiscated, or deemed invalid by us;
(h) any activity related to brand bidding or infringement of our intellectual property rights;
(i) incentivised traffic unless expressly approved in writing; or
(j) any other activity that we reasonably determine is non-compliant, invalid, or not in the legitimate commercial interests of the Programme.
14. Inactivity
14.1 Inactive Accounts
If you fail to refer any New Customers during any consecutive six (6) month period, we may classify your Account as inactive.
14.2 Consequences of Inactivity
Where your Account is inactive, we may, upon written notice to you:
(a) reduce your Commission rate for future activity to a flat rate not exceeding 10% of Net Revenue;
(b) place your Account under review;
(c) require you to provide updated traffic and compliance information; or
(d) terminate your participation in the Programme.
14.3 Reinstatement
We may, in our discretion, restore your previous commercial terms if you resume active, compliant, and commercially valuable promotion.
15. Payment Terms
15.1 Payment Timing
Subject to these Terms, Commission earned for a calendar month shall normally be processed by the 15th working day of the following month.
15.2 Payment Conditions
No payment is due unless and until:
(a) the minimum payment threshold is met;
(b) your Account is fully verified to our satisfaction;
(c) all required tax, invoice, banking, and compliance information has been provided;
(d) there is no pending investigation, suspension, withholding event, or set-off right; and
(e) the Commission is not subject to reversal or clawback under these Terms.
15.3 Currency
Net Revenue and Commission shall be calculated in Euro unless otherwise agreed by us in writing. We may apply reasonable currency conversion adjustments where underlying transactions occur in other currencies.
15.4 Payment Method
Payment shall be made by the payment method approved by us and recorded on your Account.
15.5 Minimum Thresholds
The minimum payment threshold is EUR 100.
15.6 Invoice and Documentation
Where we require an invoice or other document before payment, you must provide it in the format and within the timeframe we specify. If you fail to submit required documentation within 90 days of our request, we may defer or cancel the relevant payment unless prohibited by law.
15.7 Changes to Payment Details
You may not change payment details during the 15 working days before the scheduled payment date. It is your responsibility to ensure payment details are correct at least 5 working days before month-end.
15.8 Taxes
All sums payable to you are exclusive of any taxes unless stated otherwise. You are solely responsible for all taxes, duties, levies, withholdings, returns, and filings arising in connection with amounts paid to you. We may withhold any tax or amount required by law.
15.9 Late Payment
We shall not be liable for delay in payment caused by technical issues, compliance reviews, third-party providers, banks, force majeure events, incomplete documentation, or any matter outside our reasonable control.
16. Suspension, Withholding, Set-Off and Clawback
16.1 Suspension Rights
We may immediately suspend your Account, suspend tracking, suspend access to the affiliate platform, and/or suspend payment of any sums due or purportedly due to you where we reasonably suspect:
(a) a breach of these Terms;
(b) Fraudulent Activity;
(c) unlawful, unethical, or non-compliant marketing;
(d) AML, sanctions, bribery, corruption, tax, data protection, or regulatory risk;
(e) inaccurate account or ownership information; or
(f) conduct that may expose us to financial, legal, regulatory, or reputational harm.
16.2 Withholding Pending Investigation
We may withhold any Commission, whether accrued or unpaid, for as long as reasonably necessary to investigate the relevant matter.
16.3 Set-Off
We may set off against any sums due to you any amount that you owe us, including Fraud Costs, chargebacks, fines, claims, tax liabilities, investigative costs, or losses arising from your acts or omissions.
16.4 Clawback
We may reverse or claw back any Commission already credited or paid where it relates to activity that is later found to be invalid, fraudulent, unlawful, duplicated, non-compliant, or otherwise non-payable under these Terms.
16.5 Recovery
If amounts owed by you exceed the sums otherwise payable to you, you must reimburse us on demand.
17. Negative Carry-Over
If the total Net Revenue attributable to you for any month is negative, such negative balance shall be reset to zero at the end of that month and shall not be carried forward to the next month, unless otherwise agreed in Special Terms for a specific Commission Plan.
18. High Roller Policy
18.1 In order to ensure fair and stable Commission calculations, ReactivAffiliates applies a High Roller Policy.
18.2 A “High Roller” means any individual New Customer who generates a negative Net Revenue of EUR 5,000 or more within a single calendar month.
18.3 Where a High Roller is identified:
(a) the negative Net Revenue generated by that High Roller shall be isolated from the overall Net Revenue calculation for that month;
(b) the remaining Net Revenue from all other customers shall be used to calculate the Affiliate’s Commission for that month; and
(c) the negative balance generated by the High Roller shall be carried forward separately and offset only against future positive Net Revenue generated by that same High Roller.
18.4 The High Roller’s negative balance shall not be applied to reduce the Net Revenue generated by other customers referred by the Affiliate.
18.5 Once the High Roller’s cumulative Net Revenue returns to a positive value, the standard Commission calculation shall resume for that player.
19. Data Protection
18.1 Roles
To the extent that you process personal data on our behalf in connection with the Programme, we are the controller and you are the processor unless applicable law requires otherwise.
18.2 Processor Obligations
You shall:
(a) process personal data only on our documented instructions;
(b) implement appropriate technical and organisational measures to protect personal data;
(c) ensure confidentiality of personnel with access to personal data;
(d) not appoint sub-processors without our prior written consent;
(e) notify us without undue delay, and in any event within 24 hours, of any actual or suspected personal data breach;
(f) assist us with data subject requests, complaints, regulator queries, audits, and compliance obligations;
(g) not transfer personal data outside the EEA or any permitted jurisdiction without our prior written consent and adequate safeguards; and
(h) delete or return personal data at our request or on termination, unless retention is required by law.
18.3 Cookies and Tracking Technologies
You are solely responsible for ensuring that all cookies, pixels, SDKs, tracking scripts, and similar technologies deployed by you or on your behalf comply with all applicable consent, notice, and disclosure requirements.
18.4 Audit Rights
We or our advisers may audit your relevant data processing activities on reasonable notice, subject to appropriate confidentiality safeguards.
20. Related Persons and Self-Referral Restrictions
You shall not be entitled to Commission in respect of any customer account where the customer is:
(a) you;
(b) your employee, contractor, officer, director, owner, agent, or representative;
(c) a member of your immediate family or household;
(d) a person or entity acting in concert with you; or
(e) otherwise connected to you in a way that creates, in our reasonable opinion, a risk of self-dealing, abuse, or non-arm’s-length activity.
We may void such activity, withhold or reverse related Commission, and terminate these Terms.
21. Networks, Sub-Affiliates, Influencers and Third Parties
20.1 Prior Approval Required
You must not use, appoint, or permit any Affiliate Network, sub-affiliate, influencer, streamer, media buyer, agency, contractor, or other third party to carry out Programme activity on your behalf without our prior written approval.
20.2 Full Responsibility
Where we permit any such arrangement, you remain fully responsible and liable for all acts, omissions, traffic, content, campaigns, and compliance failures of those third parties as if they were your own.
20.3 Flow-Down Obligations
You must ensure that every approved third party is bound by written terms at least as restrictive as these Terms.
20.4 Disclosure
You must provide us on request with a complete list of all approved third parties, channels, domains, ad accounts, handles, and traffic sources used in connection with the Programme.
22. Account Security and Verification
21.1 Security
You are responsible for maintaining the confidentiality and security of your login credentials and for all activities occurring through your Account.
21.2 Verification
We may require you to complete identity, address, business, beneficial ownership, tax, payment, and other verification checks at any time.
21.3 Ongoing Monitoring
We may conduct ongoing monitoring, screening, and verification, including sanctions and adverse media checks, as permitted by law.
23. Confidentiality
22.1 Non-Disclosure
You must keep all Confidential Information strictly confidential and must not disclose it to any third party except as strictly necessary for performance of these Terms and only where permitted by us in writing.
22.2 Permitted Use
You may use Confidential Information solely for the purpose of performing your obligations under these Terms.
22.3 Survival
This Clause shall survive termination for five (5) years, or longer where the information remains confidential by nature.
24. Anti-Bribery, Anti-Money Laundering and Sanctions
23.1 Compliance
You shall comply with all applicable anti-bribery, anti-corruption, anti-money laundering, sanctions, trade control, and counter-terrorist financing laws and regulations.
23.2 Prohibited Conduct
You must not directly or indirectly offer, promise, give, solicit, authorise, or accept any bribe, kickback, improper advantage, facilitation payment, or other unlawful inducement in connection with the Programme.
23.3 Sanctions and Restricted Persons
You represent and warrant that neither you, nor any beneficial owner, director, officer, controller, or person acting on your behalf, is subject to sanctions or owned or controlled by any sanctioned person.
23.4 Source Information
You shall provide any source-of-funds, source-of-wealth, ownership, or control information reasonably requested by us.
23.5 Reporting and Action
If we know, suspect, or have reason to suspect illegal activity, sanctions exposure, money laundering, bribery, corruption, or similar risk, we may suspend or terminate your Account, withhold payments, make reports to competent authorities, and take any other action required or permitted by law.
25. Warranties
You represent, warrant and undertake on a continuing basis that:
(a) you have the skill, experience, authority, systems, and resources to perform your obligations under these Terms;
(b) all activities carried out by you or on your behalf will comply with these Terms and all applicable laws;
(c) Your Channels are and shall remain lawful and suitable;
(d) you will not knowingly benefit from traffic or activity that is unlawful, fraudulent, misleading, or not generated in good faith;
(e) you will not infringe any third-party rights;
(f) you will comply with all applicable tax obligations; and
(g) all information provided by you to us is and shall remain true, complete, and not misleading.
Nothing in these Terms creates a partnership, agency, employment, fiduciary, or joint venture relationship between the parties. You act solely as an independent contractor.
26. Indemnity
You shall defend, indemnify, and hold harmless ReactivAffiliates, ReactivAction Ltd, Our Brands, and each of our respective shareholders, directors, officers, employees, contractors, agents, licensors, successors, and assigns from and against any and all claims, actions, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable legal fees and investigation costs) arising out of or in connection with:
(a) your breach of these Terms;
(b) any act or omission by you or on your behalf in connection with the Programme;
(c) any traffic source, content, campaign, message, offer, or communication used by you or on your behalf;
(d) any breach of law, regulation, licence condition, or platform rule by you or on your behalf;
(e) Fraudulent Activity, Spam, data protection breach, tax liability, bribery, AML issue, sanctions issue, or intellectual property infringement connected with your activities; and
(f) the development, operation, maintenance, and content of Your Channels.
We may withhold sums otherwise payable to you as security against any actual or potential indemnity claim.
27. Disclaimer and Limitation of Liability
26.1 Disclaimer
The Programme, affiliate platform, tracking systems, reports, Marketing Materials, and Our Brands are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim all express and implied warranties, including merchantability, fitness for purpose, non-infringement, legality, and uninterrupted availability.
26.2 No Guarantee
We do not warrant that tracking, reporting, or operation of Our Brands will be uninterrupted, error-free, or free from loss, delay, or omission.
26.3 Exclusion of Certain Losses
To the fullest extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive losses, or for loss of profit, loss of revenue, loss of data, loss of opportunity, loss of goodwill, or business interruption.
26.4 Liability Cap
Our aggregate liability to you arising out of or in connection with these Terms shall not exceed the total Commission actually paid to you in the six (6) months preceding the event giving rise to the claim.
26.5 Mandatory Law
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
28. Term and Termination
27.1 Term
These Terms take effect when we accept your Application or when you first participate in the Programme, whichever occurs first, and continue until terminated.
27.2 Termination for Convenience
Either party may terminate these Terms at any time on written notice.
27.3 Immediate Termination for Cause
We may terminate these Terms immediately upon notice if:
(a) you breach these Terms or any Special Terms;
(b) we reasonably suspect Fraudulent Activity or unlawful conduct;
(c) you create regulatory, legal, tax, AML, sanctions, or reputational risk;
(d) your Account remains inactive under Clause 14;
(e) required verification is not completed; or
(f) we are instructed or required by a regulator, authority, payment provider, platform, or other competent body to end the relationship.
29. Effect of Termination
28.1 Immediate Consequences
Upon termination:
(a) all licences granted to you under these Terms immediately cease;
(b) you must immediately stop all promotion of Our Brands;
(c) you must remove or disable all links, creatives, posts, ads, codes, pages, and references relating to Our Brands;
(d) you must return or destroy Confidential Information as requested; and
(e) we may close your Account and disable platform access.
28.2 Commission on Termination
Subject always to Clauses 13, 16, and 27:
(a) if these Terms are terminated by us for cause, or if termination is connected with breach, Fraudulent Activity, unlawful conduct, or compliance risk, you shall have no entitlement to any unpaid or future Commission from the date of termination and we may reverse or recover previously credited amounts;
(b) if these Terms are terminated for convenience and you are not in breach, we may, in our discretion, pay Commission properly accrued up to the effective date of termination, but no Commission shall accrue after termination unless expressly agreed by us in writing.
28.3 Survival
Clauses which by their nature are intended to survive termination shall survive, including without limitation clauses relating to confidentiality, intellectual property, data protection, indemnity, withholding, set-off, clawback, taxes, audit, dispute time limits, governing law, and jurisdiction.
30. Sale of Business / Change of Control / Assignment
29.1 Notification
You must give us at least 30 days’ prior written notice of any proposed sale of your business, sale of material assets, change of control, merger, restructuring, or similar transaction affecting your participation in the Programme.
29.2 Consent Required
You may not assign, transfer, novate, charge, subcontract, or otherwise dispose of any right or obligation under these Terms without our prior written consent.
29.3 Our Discretion
We may approve or reject any proposed successor, purchaser, assignee, or transferee in our sole discretion.
31. Force Majeure
We shall not be liable for any delay, failure, suspension, error, payment delay, tracking issue, or non-performance caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, utility or telecom failure, internet disruption, cyber incident, regulator action, sanctions, payment processor failure, bank failure, software failure, or governmental action.
32. Changes to These Terms
31.1 Right to Amend
We may amend these Terms and any Special Terms from time to time.
31.2 Notice
Where changes are material and adverse to Affiliates generally, we will use reasonable efforts to provide at least 14 days’ prior notice, unless the change is required sooner for legal, regulatory, security, fraud-prevention, or urgent operational reasons.
31.3 Acceptance
Your continued participation in the Programme after the effective date of any amendment constitutes your acceptance of the amended Terms.
31.4 Only Remedy
If you do not agree to an amendment, your sole remedy is to terminate your participation in the Programme before the amended Terms take effect.
33. Notices
All notices under these Terms must be in writing and sent by email. Notices to us must be sent to support@reactivaffiliates.com. Notices to you may be sent to the email address associated with your Account. Notices are deemed received upon sending unless the sender receives an error notice indicating non-delivery.
34. Governing Law and Jurisdiction
These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Isle of Man.
You irrevocably agree that the courts of the Isle of Man shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, except that we may seek injunctive relief or bring proceedings in any court of competent jurisdiction where necessary to protect our rights.
35. General Provisions
34.1 Entire Agreement
These Terms, together with any Special Terms expressly incorporated by reference, constitute the entire agreement between the parties regarding the Programme and supersede all prior agreements, understandings, and communications relating to it.
34.2 Severability
If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
34.3 No Waiver
No failure or delay by us in exercising any right shall operate as a waiver of that right.
34.4 Third Party Rights
A person who is not a party to these Terms shall have no right to enforce any provision of these Terms, and any applicable third-party rights legislation is excluded to the fullest extent permitted by law.
34.5 English Language
The English language version of these Terms shall prevail in the event of any discrepancy with any translated version.
Schedule 1 – Data Processing Details
Nature and Purpose of Processing:
Affiliate tracking, attribution, reporting, fraud prevention, compliance monitoring, payment administration, and related marketing performance analysis.
Categories of Data Subjects:
Potential players, registered players, affiliate personnel, beneficial owners, and compliance contacts.
Types of Personal Data:
Tracking IDs, player user numbers, registration dates, deposit amounts, wagering activity, winnings, Commission amounts, technical identifiers, IP-related data where applicable, and such other data as is reasonably necessary for tracking, fraud prevention, compliance, and payment administration.
Duration of Processing:
For the duration of the Affiliate’s participation in the Programme and thereafter for as long as required for legal, regulatory, audit, fraud prevention, tax, accounting, or contractual enforcement purposes.
ReactivAffiliates employs affiliate tracking systems and compliance controls to support transparent, reliable reporting and responsible affiliate marketing. By participating in the Programme, you acknowledge and accept these Terms.