The following document sets out the terms and conditions (the ‘Agreement’) for participating in the Razzy Affiliates Program (the ‘Program’).

The Agreement should be read by the individual or entity that may participate in the Program (the ‘Affiliate’). The agreement governs the relationship between Sizzles Limited, a company duly registered under the laws of the Cyprus by means of having its registered office at Athinory 5 Agios. Antonios, 1015, Nicosia, Cyprus, and the Affiliate. Sizzles Limited is a subsidiary of Razzy B.V. a regulated and licensed by the Government of Curacao with the Master Gaming Sublicense by CIL Curacao Interactive Licensing N.V. #5536/JAZ. The Agreement applies for the duration of the relationship between Razzy B.V. and the Affiliate. The Agreement applies to all aspects of the Program, including, but not limited to, the application process and the possible membership that follows and the Affiliate’s actions in promoting the Razzy.com site and the creation of hyperlinks from the Affiliate’s website(s) to Razzy.com(the ‘Links’).

Razzy may alter any or all parts of the Agreement at any time (even without prior notice to the contracting party). If applicable, notice will be given by message to the affiliate’s registered email address and will be deemed to be served immediately when sent by Razzy. If the Affiliate does not agree to the changes the Affiliate should terminate the Agreement in accordance with its terms. The Affiliate’s continued participation in the Program after Razzy have posted changes will constitute binding acceptance of such changes.

Please read the Agreement carefully before joining.

Definitions and interpretations
“Affiliate” the natural person or entity, who applies to participate in the Affiliate Programme to carry out the Affiliate Services and is approved by RAZZY.

‘Sub-Affiliate’ means any natural and legal person who, after having entered into collaboration with the Affiliate, makes space on his homepage, website, email or other media platform available to Razzy for the marketing of the Business and/or Services and the acquisition of New Depositors, or markets on behalf of Razzy.


‘Bonuses’ means any so-called ‘free money’, ‘free spins’, ‘free bets’, ‘free-games’,’money-back’, ‘top-ups’ and/or similar; and/or vouchers, rebates, discounts and/or similar that the New Depositor can utilise as payment for stakes (bets).

‘Brand’ means the name, concept or identity under which the Services or Business is generally, and from time to time, recognized in the public domain worldwide. The Brand is and remains the sole property of Razzy.

‘Business’ means the Razzy’s business consisting of Sports Betting, Fixed Odds Betting, the Other Betting and Gaming Activities and New Activities.

‘Confidential Information’ means any information of a commercial value, essential for any of the Parties, such as, but not limited to: technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, information concerning research, databases, New Depositor lists, prospect and New Depositor data, supplier lists, marketing plans, product development, manner of operation or financial condition or prospects.

‘Commission’ means the compensation due to the Affiliate based on the agreed percentage of Net Gaming Revenue generated by the New Depositor at Site.’

‘Database’ means the database regarding Affiliates and New Depositors, containing any Razzy proprietary New Depositor data with relevance to the Agreement, including without limitation personal data and contact information, and excluding all other Razzy databases, as it stands as of the date of the Agreement, and as it stands until the date of the Agreement being terminated. The Databases are assets of a financial value belonging to Razzy and represent a substantial investment made by Razzy.

‘Intellectual Property Rights’ means any rights in computer software (including source codes), rights in data bases, rights in know-how, design rights, topography rights, copyrights, trademarks, domain names, utility models, brands, business names, registrations of and applications to register any of the aforesaid items and/or rights in the nature of any of the aforesaid items.

‘Payment Agent’ means the person appointed by Razzy to carry out on its behalf and name payments to the Affiliates;

‘Personal data’ means any information relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation any and all information in relation to New Depositors and/or Affiliates.

‘New Activities’ means any services or products related to the Business which are not offered through Razzy websites as of the date of the Agreement and which will be offered through Site following the date hereof, such as the provision of Casino and Poker game play.

‘New Depositor’ means a new customer (not already within Razzy’s customer database) having made, in compliance with the from time to time existing Razzy terms and conditions (‘the Rules’), a first minimum deposit with the Site, or the equivalent amount in any other by Razzy accepted currency, or more, and which deposit is utilized for bona fide transactions with an ultimate aim to establish and enter a normal commercial relationship with Razzy within the framework of the Business.

‘Net Gaming Revenue’ (NGR) is calculated with the following formula: NGR = Betting Turnover – Winnings – Bonus + Expired Bonus – Refunds – Void – Chargeback + Rev Chargeback – Jackpot Fee. NGR is exclusive of betting duties, taxes, overheads, content fees and processing fees. 

For the avoidance of doubt, any amounts referred to herein-above in this definition are amounts attributable to a New Depositor only and are allocated pro rata subject to their participation in the revenue/costs generating events and the Affiliate concerned.

‘Services’ means the concept under which the Business is generally provided and, from time to time, made available in the public domain, in the format of language and localized customized home pages combined with customer service staff having the relevant language skills.

2. General scope and object
   1. Razzy requires third party advertising space to promote its Brands and increase its Business, notably via increasing the number of New Depositors, and from time to time will, in cooperation with third parties, negotiate, sign and carry out its affiliate marketing strategy. In the event Razzy uses a third party for the (partial) roll-out of its affiliate marketing strategy, including contract negotiation, day-to-day management of the Technical platform, payment processing, marketing or other activities, this irrespective of the legal capacity of the intermediary, whether as agent, subcontractor or other, Razzy is and remains exclusively responsible for the proper execution of the Agreement.
   2. Razzy expressly states that the promoting or soliciting of bets is subject to legal restrictions in some countries and may even be prohibited in some cases. These restrictions may vary by date. The Affiliate acknowledges that should the promoting or soliciting of bets or the participation in prize games be prohibited under the rules and regulations of its country of domicile or be permissible only under certain preconditions not met, it may not enter into this agreement and consequently not be entitled to post the link on its website. Should any disadvantages whatsoever arise for Razzy or the Affiliate due to disregard of the relevant prohibitions in the country of domicile of the Affiliate, the Affiliate shall be exclusively liable.
   3. The Affiliate further confirms that it operates the Affiliate Site under its own name and that it is fully and without restrictions authorized to dispose thereof.
   4. Unless otherwise agreed in writing by the Parties, each Party shall remain exclusively responsible for all and any expenses (including investment and/or running costs) incurred in respect of the obligations it undertakes in terms of the Agreement and will have no right of recourse against the other Party in respect thereof.

3. The Affiliate’s integration in the Program
   1. Upon conclusion of the Agreement, a unique partner identification code is assigned to integrate the Affiliate in the Technical Platform. By means of the link code assigned within the scope of the Razzy Affiliate strategy, New Depositors acquired via the link on the Affiliate’s website (or other media channel) and the bets placed during such sessions are registered and/or can be further tracked.
   2. The preparation of additional advertising material relating to Razzy is only permissible with Razzy’s consent. Advertising material (of any kind whatsoever) may thus only be used after prior written approval by Razzy.
   3. A change of the URL address of the Affiliate Site shall not constitute a change to the agreement and shall not affect its rights and obligations arising from this agreement.

4. The Links & Other Media
   1. The Affiliate agrees to give Razzy the Affiliate’s reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
   2. The Affiliate shall ensure that the Affiliate does not place any Links on pages of the Affiliate Site aimed at persons under the age of 18 years.
   3. In the event that the Affiliate wishes to place the Links on websites other than the Affiliate Site, the Affiliate must first obtain Razzy’s written consent.
   4. The Affiliate 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 Razzy’s trademarks or otherwise include the word ‘Razzy’, ‘Razzy Sports’, ‘Razzy Sportsbook’,’ Razzy Casino’, ‘Razzy Poker’, ‘Razzy Affiliates’ or variations thereof, or include meta tags on the Affiliate Site which are identical or similar to any of Razzy’s trademarks.
   5. Neither the Affiliate nor the Affiliate’s friends or relatives are eligible to become New Depositors (as defined below) and the Affiliate shall not be entitled to any share of NGR or any Fees (or any other remuneration from Razzy) in relation to such relatives or friends. Relatives in this context shall include (without limitation) the Affiliate’s spouse, partner, parent, child or sibling.
   6. The Affiliate shall indemnify on demand and hold harmless Razzy from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Razzy in consequence of any breach by the Affiliate of the Agreement.

5. Affiliate Obligations and Rights

1. The Affiliate shall not:
   1. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or other benefit) for using the Links on the Affiliate Site to access the Site (e.g. by implementing any ‘rewards’ program for persons or entities who use the Links on the Affiliate Site to access the Razzy Site);
   2. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Razzy by any person or entity;
   3. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Site;
   4. engage in transactions of any kind on the Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
   5. take any action that could reasonably cause any end user confusion as to Razzy ‘s relationship with the Affiliate, or as to the site on which any functions or transactions are occurring;
   6. Other than providing the Links on the Affiliate Site in accordance with the Agreement and any promotion contemplated by Clause4 (j), post or serve any advertisements or promotional content promoting Site;
   7. post or serve any advertisements or promotional content promoting the Site or otherwise around or in conjunction with the display of the Site (e.g., through any ‘framing’ technique or technology or pop-up windows or pop-under windows), or assist, authorize or encourage any third party to take any such action;
   8. Attempt to artificially increase monies payable to the Affiliate by Razzy;
   9. cause the Site (or any page thereof) to open in a visitor’s browser other than as a result of the visitor clicking on a Link on the Affiliate Site; or
   10. attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in the Program.
   11. Use any form of spam (including search engine spamming) or unsolicited mail in its attempts to refer New Depositors to the Site.
   12. Be under eighteen (18) years of age; and he/she is obliged to provide Razzy upon simple request at any time a copy of his/her ID and billing address if needed. Razzy reserves the right at any time to request that the Affiliate or player produce documents to verify his/her identity and/or other facts. Refusal to do so may be considered, at Razzy’s sole discretion, as fraudulent activity that will be subject to all the consequences listed above.
   13. Razzy determines, in its sole discretion, which the Affiliate has engaged in any of the foregoing activities or doubtful patterns, and the list above is not limitative. As a result Razzy may without limiting any other rights or remedies available to it, (a) withhold any monies otherwise payable to the Affiliate, in particular adjust the commission earned on the offending player in the affiliate account to 0%, sever the relationship between the affiliate and the player account and/or (b) close the player and/or affiliate account and/or immediately terminate the Agreement.
       
2. If the Affiliate contacts any of the Affiliate’s users to promote the Site or the Links, the Affiliate shall make clear in the body of any such communication that such communication is made without the knowledge or involvement of Razzy and that any complaint that the relevant user may wish to make should be addressed to the Affiliate and not Razzy.
   
3. The Affiliate shall at all times comply with the reasonable data protection standards and any other related or similar legislation.
   
4. In any event, the Affiliate shall inform users of the Affiliate Site (‘Users’), via a privacy policy or other appropriate means, that tracking technology will be installed on the User ‘shared drive when a User clicks on the Links.
   
5. Applicants must provide at least 5 active players to become a qualified affiliate and to have the right to request a withdrawal. Any earnings accrued during this time will remain in the affiliate’s account until this rule has been met.
   
6. Razzy’s Obligations and rights

1. Razzy shall supply the Affiliate with the Links for inclusion on the Affiliate Site and may update such Links from time to time.
2. Subject to the Affiliate complying with Razzy’s instructions with regard to tracking of New Depositors accessing the Site via the Links on the Affiliate Site, Razzy shall use reasonable endeavors to ensure that whenever a New Depositor links to the Site through the Links on the Affiliate Site and they subsequently place a bet with Razzy, the relevant New Depositor is identified as originating from the Affiliate Site. However, Razzy shall not be liable to the Affiliate in any way if Razzy is unable to identify a New Depositor as originating from the Affiliate Site.
3. Razzy shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including without limitation its payment obligations pursuant to clause 6) through any company within the group of companies containing Razzy.
4. Razzy shall have the discretionary right to accept or decline any offer to execute the Razzy General Affiliate Marketing Agreement. In the event Razzy declines an offer, it shall not be obliged to indicate a reason, nor shall any compensation, remuneration or other indemnity be due.
5. Razzy reserves the right to update and change the Terms and Conditions from time to time without notice. Any amendments, modifications, enhancements or changes to The Program (including the release of new features and resources made available by us from time to time) shall be subject to these Terms and Conditions. Continued use of The Program after any such changes shall constitute your consent to such changes.
6. Razzy reserves the right, without liability to you, to reject your application without reference to you or assigning any reason thereto.
7. If Razzy suspects the Terms and Conditions have been breached, or the occurrence of fraudulent traffic, payment requests may be held over for investigation and your account may be frozen until we can validate that there has been no breach of the Terms and Conditions.
8. Razzy track and report all player activity for the purposes of calculating your affiliate earnings.
9. No payment shall be due if the Company has reason to believe that traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement between the Affiliate and the Company.
10. Razzy may refuse any prospect new customer or close a New Customer’s account if, in the sole opinion of Razzy, such action is deemed to be necessary to comply with Razzy’s internal policies and/or to protect the interest of Razzy.
11. Razzy may refuse any prospect Affiliate and/or Sub-Affiliate and/or may close any Affiliate’s and/or Sub-Affiliate’s account if, in the sole opinion of Razzy, it is necessary to comply with Razzy’s internal policies and/or to protect the interest of Razzy. If the Affiliate or any Sub-Affiliate is in breach of this Agreement, Razzy may close the relevant Affiliate account, without prejudice to any other remedy that Razzy may be entitled at law or in equity.

7. Commission, Payment and Payment Terms
   
   1. The Affiliate in the Program shall be entitled to receive, on a monthly basis a revenue based on a percentage (to be agreed upon between the parties) of the NGR (‘Commission’).
   2. The Affiliate shall be entitled to receive the Commission for each New Depositor for a lifetime value from the date of the first deposit made by the New Depositors, except in the event of a termination of the Agreement. In the event of termination, the payment of the Commission shall end after a period of 6 months following the date of the Agreement’s effective termination.
   3. To receive revenue based on a percentage of the NGR of his Sub-Affiliate, the Affiliate shall register the Sub-Affiliate through the Program. The Affiliate is individually responsible for registering his Sub-Affiliate and cannot claim revenue from a Sub-Affiliate not registered through the Program. The Terms and Conditions shall apply to the Sub-Affiliate. The Affiliate undertakes the responsibility to not use a fictitious name or alias when registering a Sub-Affiliate and is not allowed to register himself as a Sub-Affiliate. The Affiliate is entitled to receive 5% of his Sub-Affiliate’s Commission.
   4. In the calculation of NGR, when a New Depositor account results in a negative balance for the Affiliate, due to New Depositor winnings and/or bonuses, the said balance will be set to zero at the beginning of each month. No negative carry over will be taken into account from one month to another in the calculation of the Commission due to the Affiliate.
   5. Razzy shall provide the Affiliate with statements accessible through the Technical Platform at partners.razzy.bet detailing the number of New Depositors and the Affiliate’s share of NGR, if any, which have accrued to the Affiliate over the course of the calendar month. Such statements shall in principle be updated daily. At the end of a calendar month, Razzy shall record the Affiliate’s total share of NGR, if any, during the previous calendar month (‘Commission’). If the Affiliate has chosen to be paid by any other means other than to a Razzy Player Account (such as Moneybookers, Neteller or National or International WireTransfer) and if a Revenue Share does not exceed 50 USD or similar, Razzy shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forward sum) exceeds 50 USD or similar.
   6. It is understood and agreed that Affiliate has at any time secured real time access to the Technical Platform, always provided that Razzy does not object such access for duly motivated reasons, such as network and IT maintenance and/or security threats. Affiliate understands and accepts that the real time data of the Technical Platform are merely estimations and/or have an indicative value. After the end of each calendar month, shall Razzy provide Affiliate with a consolidated monthly statement containing the aggregated and accurate data concerning the generated NGR and the commissions of each Affiliate.
   7. Affiliate understands and accepts that access to the Razzy Affiliates Technical Platform, including without limitation the Affiliate Software back-office module, is subject to the highest confidentiality obligation and any misuse, whether intentionally or not, of said limited access right shall be considered as a substantial breach of essential obligations under the present Agreement (obligation of result).
   8. All payments to Affiliate shall be made by a Payment Agent appointed by Razzy. Both Parties agree and acknowledge that Razzy may change from time to time, and at its sole discretion, the payment method and/or Payment Agent, always provided Razzy is and remains exclusively responsible for payment of any amounts due.
   9. All payments required to be made under the Agreement shall be made in USD. The applicable exchange rate, if any, shall be the ones from time to time used by Razzy for internal Group reconciliation purposes, as for currently reported by OANDA(http://www.oanda.com) a registered Futures Commission Merchant (FCM) with the Commodity Futures Trading Commission (CFTC) and a member of the National Futures Association. For the avoidance of doubt, all payments shall be made inclusive of VAT, if applicable and the Affiliate is individually responsible for withholding tax, VAT and social fees.
   10. Invoices and payment are processed automatically through the Razzy technical platform. Payments shall be made by the end of each month.
   11. Razzy reserves the right to decrease your Revenue Commission to a rate of 10% following 3 months of Affiliate Inactivity and to 0% following 6 months of Affiliate Inactivity. Please note that in the event that you do not direct any Qualifying Users to any Site for the period of 3 months and are therefore considered as an Inactive Affiliate, this status shall apply to you from that moment onwards (even if you direct new Qualifying Users to any Site) and can only be modified by us at our sole discretion.
   12. In the event that you: (i) do not display the most updated links provided by us, on all of your websites’ pages according to the shape and location as agreed by the parties to this Agreement; or (ii) change the type, location, or suggestion on links without prior notice to us and our prior written approval; or (iii) have reduced your efforts to recruit new Users; it shall be considered as non-compliance with the terms of this Agreement and We reserve the right to modify the Revenue Commission rates immediately and without any prior notice you.
   13. If agreed with Razzy, a CPA Payment will be due and payable to you in respect of a Qualifying User only upon the first registration of such User in one of the Sites and the depositing of the minimum required amount and meets the minimum stake requirements, as agreed upon in writing with your affiliate manager. Any subsequent activities of such User in that Site or in other Sites, including playing different games in that Site or in other Sites (for example, playing Poker after Casino games), will not entail any payment to you. A CPA Payment will be paid to you only once for each Qualifying User, regardless of the number of Sites and/or number or type of games played by that User.
   14. In any event of a Chargeback, Credit or freezing of any account, such a User will not be considered for the purpose of the CPA plan, and any CPA Payment made to you in respect of such User shall be refunded by way of offset against future payments to you.
   15. Razzy will not be charged for any fraudulent traffic. In the event of a discrepancy of more than 10% between the numbers reported in the Contractor’s reporting system and the numbers reported in the Company’s reporting system, the parties shall work together in good faith to identify the source of such discrepancy and remedy it.
   16. In case of overpayment, Razzy reserves, without prejudice to any other rights, the right to request that the Affiliate refunds the difference, or deduct the corresponding amount of overpayment to the Affiliate from the following calendar month’s Commission, and each calendar month thereafter, until the debt is repaid in full.
   17. In case of underpayment, Razzy reserves, without prejudice to any other rights, the right to add the corresponding amount of underpayment to the Commission in the following calendar month.
   18. The Affiliate’s acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.
   19. If the Affiliate disagrees with the balance due as reported, it shall notify Razzy within thirty (30) days from the date of payment and state the reasons of the disagreement. Failure to notify Razzy within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the balance due for the period indicated.
   20. Razzy may in its sole discretion withhold the payment of any balance to the Affiliate for up to one hundred-and-eighty (180) days if Razzy needs to investigate and verify that the relevant transactions comply with the provisions of the Agreement.
   21. The Affiliate agrees to return all commissions received based on fraudulent or falsified transactions and indemnify Razzy for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees and costs).

8. Intellectual Property

1. Nothing in the Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights, including, without limitation, patents, trademarks, service marks, registered designs, copyrights, database rights, rights in designs, inventions and Confidential Information, etc. which arise in result of entering into or the performance of the Agreement.
2. All Intellectual Property Rights created and/or deriving out of the Agreement, including, without limitation, banners, advertising material, contents, the Database, including contents and personal data, shall be or become the sole property of Razzy, and Affiliate shall have absolutely no rights therein.
3. Razzy grants the Affiliate a non-exclusive and worldwide right to display the Razzy Brand features and related content (the ‘Razzy Content’) during the Term solely for the purposes of the display of the Links by the Affiliate on the Affiliate Site as set out in the Agreement and in accordance with Razzy’ guidelines as may be provided to the Affiliate from time to time. All intellectual property rights and any goodwill arising in the Links and in all betting products, associated systems and software relating to the services provided by Razzy to its New Depositors from time to time shall remain the property of Razzy. The Affiliate is not permitted to use the Razzy Content in any way that is detrimental to Razzy or the reputation or goodwill of Razzy. The Affiliate is not permitted to alter or modify in any way the Razzy Content without the express prior written consent of Razzy.
4. In particular, unless prior written approval, the Affiliate may not purchase or register domains names which are identical or similar to any of Razzy’s trademarks or otherwise include the word ‘Razzy’,’Razzy Sports’, ‘Razzy Sportsbook’, ‘Razzy Poker’, ‘Razzy Casino’, ‘Razzy Affiliates’ or variations which are identical or confusingly similar to any of Razzy’s trademarks.
5. The Parties agree that the right mentioned in Clause 8 (c) is non-transferable and terminable at any time at the instance of Razzy.
6. The Affiliate agrees that the Affiliate Site shall not resemble in any way the appearance and/or the general impression of the Site, nor will the Affiliate create the impression that the Affiliate Site is the Site (or any part thereof).
7. Upon termination of the Agreement, each Party shall hand over to the other Party proprietary material or information, and, as the case may be, destroy in a secure manner remaining copies of the same. Notwithstanding any disposition to the contrary in the Agreement, Affiliate acknowledges that after termination of the Agreement, it will not be allowed to keep a copy of the Razzy Content, the Databases, personal data or Confidential Information, and may not exploit, directly or indirectly, Razzy proprietary information, materials or works.

9. Warranties

1. Each party to the Agreement represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into the Agreement, to grant to the other party the rights and licenses granted in the Agreement and to perform all of its obligations under the Agreement.
2. Each party to the Agreement represents, warrants and undertakes to the other that it has obtained and will maintain in force all necessary registrations, authorizations, consents and licenses to enable it to fulfill its obligations under the Agreement and that it fully complies with, and shall continue fully to comply with, the preconditions set out in Clause 3and all applicable laws and regulations.
3. The Affiliate represents, warrants and undertakes that the Affiliate Site shall contain no material which is defamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third-party rights and shall not link to any such material.
4. The Affiliate warrants that it shall at all times comply with any local and international data protection standards any other related legislation and the Affiliate shall indemnify on demand and hold harmless Razzy from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Razzy as a result of any breach by the Affiliate of this warranty.
5. Razzy is associated with companies working for the prevention of gambling addiction (Gam care). The Affiliate should provide all the information to fight the dependence on game. The Affiliate should place links directed to the aforementioned sites.
6. The Affiliate agrees to work to ensure a lack of access to children and young persons. Affiliates must not deliberately provide facilities for gambling in such a way as to appeal particularly to children or young people, for example by reflecting or being associated with youth culture.

10. Disclaimer

Razzy makes no representation that the operation of the Site will be uninterrupted or error-free and Razzy will not be liable for the consequences of any interruptions or errors.

11. Indemnity

The Affiliate (the ‘Indemnifying Party’) shall indemnify on demand and hold blameless Razzy and each of its associates, officers, directors, employees, agents, shareholders and partners(the ‘Indemnified Party’) from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by the Indemnified Party in consequence of any breach, nonperformance or non-observance by such Indemnifying Party of any of the obligations or warranties on the part of the Indemnifying Party contained in the Agreement.

12. Exclusion of Liability

1. Nothing in this Clause shall limit Razzy’s liability resulting from willful misconduct.
2. Razzy shall not be liable, in contract, tort (including without limitation negligence) or for breach of statutory duty or in any other way for:
   1. any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); 
   2. or any loss of goodwill or reputation; 
   3. or any indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of the Agreement, 
   4. or any other matter under the Agreement.
3. The liability of Razzy shall not, in any event, exceed the sum of the total monies paid by Razzy to the Affiliate over the12 months period preceding the date on which such liability accrued.

13. Termination

1. This Agreement may be terminated by either Party by giving thirty (30) days written notice conveyed via email to the other Party, provided that this Agreement shall be automatically terminated in the event that RAZZY is precluded from offering its services to individuals through the RAZZY Websites.
2. This Agreement may be terminated immediately and without liability to RAZZY the Affiliate is in material breach of its obligations or warranties herein, provided that the breach is (i) capable of being cured, and (ii) has not been remedied within three (3) days as of the date in which written breach notice has been sent from RAZZY to the Affiliate. For the sake of clarity, the three-day grace period above shall not apply for fraud or any fraudulent activity whatsoever.
3. This Agreement may also be terminated by either Party immediately and upon written notice to the other Party, upon the occurrence of the following events: the insolvency of the other Party, or the other Party executes an assignment for the benefit of its creditors, or any Party dissolves, is wound up or ceases to carry on business, or the other Party becomes subject to receivership, bankruptcy or similar proceedings.
4. Notwithstanding what is stated under clause 9.1 above, RAZZY shall retain the right to terminate this Agreement immediately, without liability to RAZZY, and upon written notice to the Affiliate for:
   1. business reasons;
   2. any other reasons pertaining to RAZZY’s internal policy and control;
   3. in case the goodwill or reputation or good name of RAZZY, or its business operations are harmed by any actions of the Affiliate, or any of Affiliate’s third party service providers, or any other third party related to them, or because of any publications, or by any person or entity (e.g. negative posts, etc. with respect to the manner of conducting Affiliate’s operations), as shall be determined by RAZZY, at its sole and absolute discretion.
   4. the Affiliate suspends the Affiliates Services or the latter are not being carried out in a satisfactory manner as deemed by RAZZY at its discretion.
5. The Parties hereby agree that on termination of this Agreement:
   1. the Affiliate must remove all references to RAZZY Websites and its brands from the Affiliate Website(s) and any communications, irrespective of whether the communications are commercial or otherwise;
   2. all rights granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease the use of any Intellectual Property Rights vested in RAZZY and the RAZZY Website and brands;
   3. the Affiliate will only be entitled to such Commission that is earned but unpaid as of the effective termination date of this Agreement; however, provided that RAZZY may withhold the Affiliate’s final payment of any Commission for a reasonable time (without the possibility to for the Affiliate to claim for any interest on such amounts) to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive Commission after the effective termination date;
   4. if this Agreement is terminated by RAZZY due to the Affiliate’s breach of any terms and conditions of this Agreement, RAZZY shall be entitled to withhold the Affiliate’s earned but unpaid Commission as of the termination date as collateral for any claim arising from such breach and it shall be in RAZZY’s sole discretion whether to pay such Commission to the Affiliate;
   5. the Affiliate must return to RAZZY any and all Confidential information (and all copies and derivations thereof) in the Affiliate’s possession, custody and control; and
   6. the Affiliate will release RAZZY from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this agreement, which occurred prior to termination and/or to any liability arising from any breach in relation to confidential information even if the breach arises at a time following the termination of this Agreement.

14. Term and Events of Default
15. This Agreement shall start on the date that Razzy notifies the Affiliate that its application has been successful in accordance with Clause 4. This Agreement shall continue thereafter unless and until terminated.

15. Miscellaneous
    1. Language Version In case of any discrepancy between the meanings of the English version of this agreement and any non-English translation of this Agreement, the English version shall prevail.
    2. This Agreement constitutes the entire agreement and understanding between the Parties relating to the subject matter hereof and supersedes any previous agreement or understanding between the Parties in relation to such subject matter and the Parties have not relied on and will have no remedy in respect of any statement, representation, warranty, understanding, undertaking, promise or assurance (whether
    3. Exclusivity Nothing in this Agreement shall imply any exclusivity demands on Razzy by the Affiliate.