Affiliate Agreement

VERSION 1. EFFECTIVE FROM 10.03.2025 AND LAST UPDATED 10.03.2025.

This is an agreement (“The Affiliate Agreement”) between you (“you” or “Affiliate”) and www.wagibet.partners operated by Innovista Limited, a company with registration number 3-102-910437 and registered address at Provincia 06 Puntarenas, Canton 11 Garabito, Jaco, Avenida Pastor Diaz, Costado Este De La Municipalidad De Garabito, Bufete Sanchez Chavarria, 61101. (“Company”, “us”, “we” or “Affiliate Program”).

By registering for the Affiliate Program, and by accessing and using any of our marketing tools or accepting any reward, bonus, or commission, whether contained in the Affiliate Agreement or elsewhere as a part of our Affiliate Program, you will be deemed to have read, understood, and agreed to the Affiliate Agreement.

We may periodically modify this Agreement. While we will do our best to notify you via email or dashboard notification, you are also responsible for reviewing updates posted on our website. Changes will take effect 30 days after notice is given, unless otherwise stated. If you do not agree to the modifications, you must terminate your participation before the changes become effective.

1. DEFINITIONS

1.1. “Affiliate” means you, the person or entity, who applies to participate in the Affiliate Program.

1.2. “Affiliate Account” means the account of the Affiliate set up after an Affiliate Application is made by the Affiliate to take part in the Affiliate Program and approved by the Company.

1.3. “Affiliate Agreement” means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structures applicable to the different products and brands, and (iii) any other rules or guidelines of the Company and/or Websites made known to the Affiliate from time to time.

1.4. “Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Program.

1.5. “Affiliate Links” means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) or any third-party website to Company Websites.

1.6. “Affiliate Program” means collaboration between the Company and the Affiliate whereby the Affiliate promotes the Company’s websites and creates Affiliate Links from the Affiliate Website(s) to Company’s websites. For such services, the Affiliate is paid a commission depending on the generated traffic to the Company’s websites, subject to terms within this Affiliate Agreement and to the applicable product-specific Commission Structure.

1.7.“Affiliate Wallet” means an online wallet in the name of the Affiliate into which the Company pays the commission and any other payments due to the Affiliate, which the Affiliate can withdraw in accordance with the Affiliate Agreement.

1.8. “Affiliate Website” means any website which is maintained, operated, or otherwise controlled by the Affiliate.

1.9. “Company” shall mean Innovista Limited and any other company within our group, including our parent companies, their parent companies, and all of the subsidiaries of these respective companies.

1.10. “Company Websites” means the website www.wagibet.partners or other such websites (including mirror websites) as may be added to this Affiliate Program from time to time, operated by the Company.

1.11. “Commission” means the percentage of the Net Gaming Revenue, or, where applicable, a fixed amount for a New Customer (CPA structure) as set out in the Commission Structures.

1.12. “Commission Structures” means any specific reward structures expressly agreed upon between the Company and the Affiliate.

1.13. “Confidential Information” means any information of commercial or essential value relating to the Company, such as, but not limited to, financial reports, trade secrets, know-how, prices and custom quotes, business information, products, strategies, databases, technology, information about New Customers, other customers and users of Company Websites, marketing plans, and manners of operation.

1.14. “Intellectual Property Rights” means any copyrights, trademarks, service marks, domain names, brands, business names, and registrations of the aforementioned and/or any other similar rights of this nature.

1.15. “Net Gaming Revenue” or “NGR” means all monies received by the Company from New Customers as placed bets, less (a) winnings returned to New Customers, (b) issued bonuses, (c) net balance corrections, (d) administration fees, (e) fraud costs, and chargebacks. For the avoidance of doubt, all Net Gaming Revenue amounts mentioned above are only related to New Customers referred to Company Websites by the Affiliate Website(s).

1.16. “New Customer” means a new, first-time customer of the Company who made a first deposit amounting to at least the applicable minimum deposit at Company Websites’ player account, in accordance with the applicable terms and conditions of Company Websites. This excludes the Affiliate, its employees, relatives, and friends.

1.17. “Parties” means the Company and the Affiliate (each a “Party”).

1.18. “Personal Data” means any information relating to any person, whether individual or legal, that is or may be identified, directly or indirectly.

2. AFFILIATE OBLIGATIONS

2.1. Registering as an Affiliate

To become a member of our Affiliate Program, you must accept these terms and conditions by ticking the respective box while submitting the Affiliate Application. The Affiliate Application will form an integral part of the Affiliate Agreement.

We will, at our sole discretion, determine whether or not to accept an Affiliate 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 Affiliate Application has been successful.

You will provide any documentation required by the Company to verify the Affiliate Application and to verify the Affiliate Account information at any time during the term of the Affiliate Agreement. This documentation may include but is not limited to bank statements, individual or corporate identity papers, and proof of address.

It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Program is correct and that such information is kept up-to-date at all times.

2.2. Affiliate Login Details

It is your sole obligation and responsibility to ensure that login details for your Affiliate Account are kept confidential and secure at all times.

Any unauthorized use of your Affiliate Account resulting from your failure to adequately guard your login information shall be your sole responsibility, and you remain solely responsible and liable for all such activity occurring under your Affiliate Account user ID and password (whether such activity was undertaken by you or not). It is your obligation to inform us immediately if you suspect illegal or unauthorized use of your Affiliate Account.

2.3. Affiliate Program Participation

The Affiliate Program is intended for your direct participation. Opening an Affiliate Account for a third party, brokering, or transferring an Affiliate Account is not accepted. Affiliates wishing to transfer an account to another beneficial owner must contact us and request permission.

Affiliate accounts are non-transferable. However, a transfer request may be considered under exceptional circumstances, such as corporate restructuring, subject to our sole discretion and written approval.

By agreeing to participate in the Affiliate Program, you agree to use your best efforts to actively advertise, market, and promote the Company Websites in accordance with the Affiliate Agreement and the Company’s instructions from time to time. You will ensure that all activities taken by you under the Affiliate Agreement will be in the Company’s best interest and will in no way harm the Company’s reputation or goodwill.

You may link to the Company Websites using the Affiliate Links or other such materials as we may from time to time approve. This is the only method by which you may advertise on our behalf.

2.4. Affiliate Website

It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Program is correct and that such information is kept up-to-date at all times.

2.5. Valid Traffic and Good Faith

You will not generate traffic to the Company Websites by registering as a New Customer, whether directly or indirectly (for example, by using associates, family members, or other third parties). Such behavior shall be deemed fraudulent.

You will also not attempt to benefit from traffic not generated in good faith. If you have any reasonable suspicion that any New Customer referred by you is in any way associated with bonus abuse, money laundering, fraud, or other abuse of remote gaming websites, you will immediately notify us of this.

Any traffic or new customers generated through fraudulent, incentivized, or deceptive means shall be deemed invalid. The Company reserves the right to withhold or reclaim any commissions paid for traffic not generated in good faith.

You hereby recognize that any New Customer found to be a bonus abuser, money launderer, fraudster, or who assists in any form of affiliate fraud (whether notified by you or later discovered by us) does not count as a valid New Customer under the Affiliate Agreement, and no commission shall be payable in relation to such New Customers.

2.6. Unsuitable Websites

You will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring our Intellectual Property on any unsuitable websites (whether owned by a third party or otherwise).

Unsuitable websites include, but are not limited to, websites that are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or in any way violate the intellectual property rights of any third party or the Company, or breach any relevant advertising regulations or codes of practice in any territory where such Affiliate Links or digital advertisements may be featured.

2.7. Affiliate Links

The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate Website.

You will only use Affiliate Links provided by the Company within the scope of the Affiliate Program. Masking your Affiliate Links (for example, hiding the source of the traffic sent to the Company’s Websites) is strictly prohibited.

2.8. Email and SMS Marketing

If sending any emails or SMS communications to individuals which (i) include any of the Company’s Intellectual Property Rights, or (ii) otherwise intend to promote Company Websites, you must first obtain our permission to send such emails.

If such permission is granted by the Company, you must then ensure you have each and every recipient’s explicit consent to receive marketing communications in the form of communication to be sent (i.e., by SMS or email) and that such individuals have not opted out of receiving such communication. You must also make it clear to the recipient that all marketing communications are sent from you and are not from our Company.

Affiliates must comply with all applicable data protection and anti-spam laws (including GDPR, CAN-SPAM, and ePrivacy Directive). No marketing materials may be sent without explicit opt-in consent from the recipient.

2.9. Use of Company Intellectual Property Rights

Any use of the Company’s Intellectual Property Rights must be in accordance with any brand guidelines issued to you from time to time and is always subject to the approval required in the clause below.

You will not register domain names, as well as search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service, or other referral service, which are identical to any of the Company’s trademarks or otherwise include the Company’s trademarks.

2.10. Approval Creative

You will not use any advertising layout or creative (including banners, images, logos) incorporating our Intellectual Property Rights unless the advertising layout or creative was provided to you by the Company or (if advertising layouts are created by you) without the advance written approval of the Company.

All advertising materials, including banners, logos, and creatives, must be pre-approved in writing by the Company. Requests for approval must be submitted via [email protected]. The Company reserves the right to suspend or terminate affiliates who use unauthorized materials.

It is your responsibility to seek approval from the Company in time for the launch of any advertising campaign or creative, to ensure you have written approval from the Company in relation to advertising, and to be able to provide evidence of such approval upon request.

2.11. Loyalty Programs

You will not offer any cash-back, value-back, or similar programs, other than such programs as are offered on the Company Websites.

2.12. Responsible Gaming

The Company has an ongoing commitment to responsible gaming and the prevention of gambling addiction. You agree to actively cooperate with the Company to convey a responsible gaming message. Specifically, you will not use any material or in any way target persons who are under 18 or the legal gambling age in their jurisdiction.

2.13. Illegal Activity

You will not target any territory or jurisdictions where gambling is illegal. You will act within the relevant and/or applicable law at all times and you will not perform any act that is illegal in relation to the Affiliate Program or otherwise.

The Affiliate acknowledges that promoting on Swedish market resources and using the Swedish language is subject to legal restrictions in Sweden. Such actions will be considered a breach of general terms & conditions and will lead to the immediate account closure if disclosed.

The Affiliate acknowledges that they cannot use or advertise, including through affiliates, on any .nl domains. You cannot include Dutch themes. Your website cannot be translated into Dutch. There cannot be any mention anywhere that payments from Dutch payment or bank accounts are accepted, or that you process withdrawals to Dutch bank accounts.

2.14.Data Protection and Cookies

You shall at all times comply with the General Data Protection Regulation (GDPR) and any existing or new data protection acts, regulations, or laws applicable to your territory. This includes all applicable legislation and/or regulations relating to the use of ‘cookies’.

2.15. Cost and Expense

You shall be solely responsible for all risk, costs, and expenses incurred by you in meeting your obligations under the Affiliate Agreement.

2.16. Company Monitoring of Affiliate Activity

You will immediately give the Company all such assistance as is required and provide us with all such information as is requested by the Company to monitor your activity under the Affiliate Program.

2.17. Commissions Paid Incorrectly

The Affiliate agrees to immediately, upon request by the Company, return all commissions received based on New Customers referred to the Company in breach of the Affiliate Agreement or relating to fraudulent or falsified transactions.

2.18. Prohibited Marketing Practices

Affiliates are prohibited from bidding on the Company’s brand name or variations thereof in paid search engines, including Google Ads, Bing Ads, and similar platforms. Additionally, affiliates may not register domains that include the Company’s trademark or misleading variations of it.

3. AFFILIATE RIGHTS

3.1. Right to Direct New Customers

We grant you the non-exclusive, non-assignable right, during the term of this Affiliate Agreement, to direct New Customers to such Company Websites as we have agreed with you, in strict accordance with the terms of the Affiliate Agreement. You shall have no claim to commission or other compensation on business secured by persons or entities other than you.

3.2. License to Use Company Intellectual Property Rights

We grant you a non-exclusive, non-transferable license, during the term of this Affiliate Agreement, to use the Company Intellectual Property Rights, which we may from time to time approve solely in connection with the display of promotional materials on the Affiliate Website or in other such locations as may have been expressly approved (in writing) by the Company. This license cannot be sub-licensed, assigned, or otherwise transferred by you.

3.3. Players’ Personal Data

For the purpose of the services delivered under this Agreement, it is understood that the Affiliate shall not have access to any Personal Data of the Company’s customers.

4. COMPANY OBLIGATIONS

4.1. Provision of Marketing Services

We shall use our best efforts to provide you with all materials and information required for the necessary implementation of the Affiliate Links.

4.2. Customer Registration and Tracking

At our sole discretion, we will register any New Customers directed to the Company Websites by you and we will track their transactions. We reserve the right to refuse New Customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish.

4.3. Monitoring Tools

We shall make available monitoring tools that enable you to monitor your Affiliate Account and the level of your commission and its payment.

4.4. Data Processing

We shall use and process the following personal data of an Affiliate or any Affiliate employee, as follows: your username for logging in, your email address, name, date of birth, your country and address, telephone number, and financial data for the purposes of ensuring a high level of security, fulfilling the AML legal requirements, and managing our business relationship.

4.5. Payment of Commissions

Subject to your strict adherence to the Affiliate Agreement, we shall pay you the commission in accordance with Clause 6.

5. COMPANY RIGHTS AND REMEDIES

In the case of your breach (or, where relevant, suspected breach) of this Agreement, your negligence in performance under the Affiliate Program, or failure to meet your obligations hereunder, the Company shall have the following remedies available:

a) The right to suspend your participation in the Affiliate Program for the period required to investigate any activities that may be in breach of the Affiliate Agreement. During such a period of suspension, payment of commissions will also be suspended.

b) The right to withhold any commission or any other payment to the Affiliate arising from or relating to any specific campaign, traffic, content, or activity conducted or created by the Affiliate, which is in breach of the Affiliate’s obligations under the Affiliate Agreement.

c) The right to withhold from the commission monies that the Company deems reasonable to cover any indemnity given by the Affiliate hereunder or to cover any liability of the Company which arises as a result of the Affiliate’s breach of the Affiliate Agreement.

d) The right to immediately terminate the Affiliate Agreement.

e) The right to withhold monies held in the Affiliate Wallet if they are not withdrawn within a period of 3 (three) months from the date of termination of the Affiliate Agreement in accordance with Clause 9.1.

Our rights and remedies detailed above shall not be mutually exclusive.

6. COMMISSION AND PAYMENT

6.1. Commission Structure Changes

Commission structures may be modified at our sole discretion with at least 30 days’ prior written notice. Changes will not apply retroactively to commissions already earned.

6.2. Commission calculation and Payment

The commission is calculated at the end of each month and payments shall be made on a monthly basis in arrears, not later than the 10th of the following calendar month.

Payment of commission will be made through our Affiliate Wallet. Due to existing regulations, Affiliates may be required for verification and “know your customer” documentation before a withdrawal can be accessed.

6.3. Minimum withdrawal amount

A minimum of €20 may be withdrawn at one time. If the affiliate’s commission does not reach this threshold, the unpaid amount will roll over to the following month(s) until the minimum threshold is met.

6.4. Commission Calculation Adjustments

If an error is made in the calculation of the commission, the Company has the right to correct such a calculation within six (6) months from the date of the incorrect payment. Underpayments will be credited to the next payout, and overpayments may be deducted from future commissions.

6.5. Commission Disputes

Affiliates must notify us of any commission discrepancies within 14 days from the date of payment or within 7 days of discovery, whichever is later.

6.6. Tax Responsibility

Affiliates are solely responsible for determining and fulfilling any tax obligations in their jurisdiction. The Company shall not be liable for withholding, reporting, or remitting any taxes on behalf of the affiliate unless required by law.

6.7. Chargebacks & Refunds Policy

In the event of a chargeback, refund, or reversed deposit, the corresponding affiliate commission will be deducted from future earnings. The Company applies a No Negative Carryover policy, meaning negative balances due to chargebacks will be reset at the beginning of each month.

7. STANDARD COMMISSION STRUCTURES

7.1. Standard Commission Plan

0 FD — 15 FD — 25% 16 FD — 30 FD — 30% 31 FD — 50 FD — 35% 51 FD — 99 FD — 40% 100 FD — ∞ FD — 45%

The No Negative Carryover Policy applies, meaning that negative balances will reset at the beginning of each month.

8. CONFIDENTIAL INFORMATION

During the term of the Affiliate Agreement, you may from time to time be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, the commissions earned by you under the Affiliate Program).

You agree to avoid disclosure or unauthorized use of any such confidential information to third parties or outside parties unless you have our prior written consent. You also agree that you will use the confidential information only for the purposes of the Affiliate Agreement.

Your obligations regarding confidentiality shall survive the termination of this Agreement.

Additionally, you must not issue any press release or similar communication to the public with respect to your participation in the Affiliate Program without the prior written consent of the Company (with approval of the exact content to also be approved by the Company).

9. TERM AND TERMINATION

9.1. Term

The term of the Affiliate 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. In this case, the Agreement will be terminated 30 days after such notice is given. For purposes of notification of termination, delivery via email, dashboard notification, or registered mail is considered a written and immediate form of notification.

For the avoidance of doubt, the Company may also terminate (in accordance with Clause 5 above) upon immediate notice at any time for the Affiliate’s failure to meet their obligations under the Agreement or otherwise for the Affiliate’s negligence.

9.2. Affiliate Actions Upon Termination

Upon termination, you must immediately:

Remove all Company banners or creatives from the Affiliate Website,
Disable all Affiliate Links from the Affiliate Website to all Company Websites,
Cease all uses of all Company Intellectual Property Rights,
Return any confidential information and all copies of it in your possession and control.

All rights and licenses given to you under the Affiliate Agreement shall immediately terminate.

9.3. Commission Payments Upon Termination

Upon termination, no further commissions will be earned. However, commissions already accrued and payable prior to termination will be settled in accordance with the usual payment schedule, unless termination is due to a breach of contract.

9.4. Inactivity Policy

If an affiliate does not generate any new customers or commissionable activity for a continuous period of 6 months, the Company reserves the right to close the affiliate’s account. Any unpaid commissions at the time of account closure will be forfeited.

10. MISCELLANEOUS

10.1.Disclaimer

We make no express or implied warranties or representations with respect to the Affiliate Program, about the Company, or about the commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality, or non-infringement).

In addition, we make no representation that the operation of our sites will be uninterrupted or error-free and will not be liable for any consequences if there are any.

In the event of a discrepancy between the reports offered in the Affiliate Account system and the Company database, the Company database shall be deemed accurate.

10.2. Indemnity and Limitation of Liability

Affiliates shall indemnify and hold the Company harmless from any claims or damages arising from a breach of this Agreement, except where such damages are not reasonably foreseeable.

The Company shall not be held liable for any direct, indirect, special, or consequential damages (or any loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Affiliate Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages.

10.3. Non-Waiver

Our failure to enforce your strict performance of any provision of the Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of the Affiliate Agreement.

10.4. Relationship of Parties

The Company and the Affiliate are independent contractors. Nothing in this Agreement shall be construed as creating an agency, partnership, or employment relationship. The Affiliate has no authority to bind the Company to any agreements or obligations.

You will not make any statement, whether on your site or otherwise, that would contradict anything in this Affiliate Agreement.

10.5. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform its obligations under the Affiliate Agreement if such delay or failure arises from a cause beyond its reasonable control.

This includes but is not limited to:

labor disputes, strikes, industrial disturbances,
acts of God, acts of terrorism, floods, lightning, earthquakes,
utility or communications failures, governmental restrictions, or pandemics.

If such an event occurs, the non-performing Party is excused from whatever performance is prevented by the event for as long as the event continues. However, if the force majeure event subsists for a period exceeding 30 days, either Party may terminate the Affiliate Agreement with immediate effect by providing written notice.

10.6. Assignability

You may not assign or transfer the Affiliate Agreement, by operation of law or otherwise, without our prior written consent.

10.7. Severability

If any provision of the Affiliate Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity without invalidating the remainder of the Affiliate Agreement or any other provisions.

10.8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

All disputes arising under or in connection with this Agreement shall be resolved through arbitration under the rules of the London Court of International Arbitration (LCIA). The arbitration shall be conducted in English, and the decision of the arbitrator shall be final and binding.

10.9. English Language

The Affiliate Agreement was first drafted in English. Should there be any conflict or discrepancy between the English version and any other language, the English version shall prevail.

10.10. Modification of Terms & Conditions

We may modify any of the terms and conditions contained in the Affiliate Agreement or replace it at any time and in our sole discretion by posting a change notice or a new agreement on our site.

Modifications may include, for example, changes in the scope of available commissions and Affiliate Program rules.

If any modification is unacceptable to you, you will need to terminate the Affiliate Agreement. Your continued participation in our Affiliate Program following our posting of a change notice or new agreement will constitute binding acceptance of the modification or of the new agreement.