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AFFILIATE TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION
1.1. In these Terms, unless clearly inconsistent with or otherwise indicated by the context:
1.1.1. Adjusted Bets means any bets that were adjusted after an event has taken
place for any reason whatsoever at the sole and absolute discretion of Sunbet;
1.1.2. Adjustments means, in a calendar month (where applicable):

1.1.2.1. Applicable Taxes;
1.1.2.2. Fraud Costs;
1.1.2.3. Chargebacks;
1.1.2.4. Customer Bonuses;
1.1.2.5. Admin Fees; and
1.1.2.6. Adjusted Bets;
1.1.2.7. MVG Points

1.1.3. Admin Fees means any third party costs incurred by Sunbet in connection
with the operation of the Platform, which are attributable to the activity of any
Customer, including, without limitation, any payment processing charges,
licence fees, software royalties, and other applicable third party payments;
1.1.4. Advertisement Material means any Sunbet Intellectual Property made
available by Sunbet on the Programme Portal to be used by an Affiliate in the
provision of the Service;
1.1.5. Affiliate or you or your means any person who has been approved and
registered as an affiliate of the Programme in terms of clause 3;
1.1.6. Affiliate Account means the account created or registered by an Affiliate, in
the name of that Affiliate, on the Platform after being accepted by Sunbet as
an Affiliate in terms of clause 3;
1.1.7. Applicable Law means any applicable statute, law, ordinance, rule,
regulation, order, judgment or decree, enacted, adopted, issued or
promulgated by any federal, national, state, regional, local, international, or
multiple national government, governmental, regulatory, or administrative
authority, agency or commission, or any court, tribunal, judicial or arbitral body
of competent jurisdiction;

1.1.8. Applicable Taxes means any tax (including value-added taxes), levy, impost,
duty or other mandatory charge or withholding of a similar nature (including
any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same);
1.1.9. Chargebacks means the reversal of a transaction by a Customer, bank or
third party payment solution provider;
1.1.10. Commission means an amount equal to a percentage of Net Revenue
determined in accordance with clause 7;
1.1.11. Confidential Information means any information of whatever nature, which
has been, or may be, provided by Sunbet in connection with these Terms
and/or the Programme, whether oral, in writing, or in electronic form, including
business or financial data, know-how, processes, reports, customer lists, price
lists, Commission payment reports and any other information which by its
nature or content is or ought reasonably to be identifiable as confidential
and/or proprietary to Sunbet, and any other materials containing, reflecting, or
generated from any such information;
1.1.12. Customers means any person who:

1.1.12.1. accessed the Platform via Links displayed on a Site;
1.1.12.2. can be linked by a Tracking Code to an Affiliate Account;
1.1.12.3. is eligible to open a player account on the Platform;
1.1.12.4. successfully opens a player account on the Platform in

accordance with the Platforms’ terms and conditions;
1.1.12.5. has not previously opened a player account on the Platform;
1.1.12.6. successfully makes a deposit into their player account; and
1.1.12.7. successfully places a bet.

1.1.13. Customer Bonuses means any complimentary offers which are made
available to Customers, at Sunbet’s sole discretion, which can be gifted to the
Customer or credited to a Customer’s player account on the Platform including
deposit bonuses, free bets and odds boosts;
1.1.14. Fraud Costs means costs, damages or loss arising as a direct or indirect
result of Fraudulent Activity;

1.1.15. Fraudulent Activity means a deceptive act or omission which is, in Sunbet’s
sole discretion, performed in order to secure for the Affiliate or any person, a
real or potential, unfair or unlawful advantage, or any conduct that Sunbet, in
its sole discretion, determines to be fraudulent, deceptive or dishonest;
1.1.16. Links means internet hyperlinks or website banners that include hyperlinks,
whether embedded in text or an image or otherwise, which directs potential
customers to the Platform;
1.1.17. Gross Revenue means, in a calendar month, the total revenue generated by
Sunbet as a result of all activities by Customers on the Platform (less winnings
pay-outs);
1.1.18. Net Revenue means, in a calendar month, Gross Revenue less Adjustments;
1.1.19. Parties means any Affiliate and Sunbet collectively, and Party means either
of them as the context of these Terms may require;
1.1.20. Platform means any applicable platform on which Sunbet offers its services,
including without limitation, the Website, apps and related platforms;
1.1.21. Programme means the Sunbet Partners Affiliate Programme;
1.1.22. Programme Portal means the website used by Sunbet to manage the
Programme currently located at
https://affiliates.sunbetpartners.co.za/account/register;
1.1.23. Service has the meaning ascribed thereto in clause 6.1.1;
1.1.24. Sites means any website, mobile application or online portal or any other
marketing channel operated by an Affiliate and used to direct traffic to the
Platforms via a Link(s);
1.1.25. South Africa means the Republic of South Africa;
1.1.26. Spam means any unsolicited e-mail, SMS or other communication sent
indiscriminately to one or more mailing lists, individuals, forums or
newsgroups;
1.1.27. Sunbet or our or we means Sunbet Proprietary Limited, with registration
number: 2008/014410/07, a private company duly incorporated in accordance
with the laws of South Africa;
1.1.28. Sunbet Group means Sun International Limited and any of its direct or indirect
subsidiaries;

1.1.29. Sunbet Intellectual Property means all and any Links, patents, trademarks,
service marks, logos, trade names, internet domain names, copyright and
other protectable rights (including rights in computer software), customer and
supplier lists, and moral rights, database rights, topography rights, utility
models, rights in designs, rights in get-up, rights in inventions, confidential
processes, trade secrets, rights in know-how and all other intellectual property,
in each case whether registered or unregistered, and all rights or forms of
protection having equivalent or similar effects anywhere in the world and
“registered” includes registrations and applications for registration, which are
either owned by Sunbet or licensed to Sunbet by any entity in the Sunbet
Group;
1.1.30. Terms means the terms and conditions contained in this document;
1.1.31. Tracking Code means a code used to link a Customer to an Affiliate Account;
1.1.32. Unsuitable Sites means any Site that is aimed at children, display illegal
pornography or other illegal sexual acts, promote violence, promote
discrimination, promote illegal activities or in any way violate the intellectual
property rights of any person or of Sunbet or breach any law in any territory or
any jurisdiction, contains or provides links to malicious or harmful software,
keyloggers, trojans, viruses or malware, or which Sunbet believes, in its sole
discretion, may bring Sunbet into disrepute or which may prejudice the
interests of Sunbet; and
1.1.33. Website means the Sunbet website located at www.sunbet.co.za or as may
otherwise be instructed in writing by Sunbet from time to time.

1.2. References in these Terms to “clauses” and “sub-clauses” are to the clauses and sub-
clauses of these Terms.

1.3. The singular shall include the plural and vice versa.
1.4. A reference to any one gender, whether masculine, feminine or neutral, includes a
reference to the other genders.
1.5. Any reference to a person, includes any individual, body corporate or unincorporated
association or other entity recognised under any Applicable Law as having separate legal
existence or personality.
1.6. The words including and in particular are without limitation.
1.7. Any reference to a document or instrument includes the document or instrument as
ceded, delegated, novated, altered, amended, supplemented or replaced from time to
time.

1.8. A reference to a Party includes that Party’s successors-in-title and permitted assigns.
1.9. Unless the context indicates otherwise, no provision of these Terms constitutes a
stipulation for the benefit of any person who is not a party to these Terms.
1.10. Where any term is defined within the context of any particular clause in these Terms, the
term, unless it is clear from the clause in question that the term so defined has limited
application to the relevant clause, will bear the same meaning as ascribed to it for all
purposes in terms of these Terms, even though that term is not defined in this
interpretation clause.
1.11. Where a word or expression is given a particular meaning, other parts of speech and
grammatical forms of that word or expression have a corresponding meaning.
1.12. If any provision in a definition confers rights, or imposes obligations on any Party, effect
is given to it as a substantive provision of these Terms.
1.13. References to any statutory provision includes any subordinate legislation made from

time to time under that provision and provision as modified or re-enacted from time-to-
time, as far as such modification or re-enactment applies or is capable of applying to

these Terms or any transaction entered into in accordance with these Terms.
1.14. No legal rule or maxim of construction or interpretation, shall be applied to the
disadvantage of a Party to these Terms merely because that Party was responsible for
or participated in the preparation of these Terms or any part hereof.
1.15. Unless otherwise provided, any number of days prescribed in any provision of these
Terms, shall be determined by excluding the first and including the last day.
1.16. All headings and sub-headings in these Terms are for convenience only and are not to
be taken into account for the purposes of the interpretation of these Terms.
2. BINDING TERMS
2.1. These Terms constitute a binding agreement between you and Sunbet.
2.2. Any person who applies to be an affiliate and any Affiliate agrees to be bound by the
most current version of these Terms.
2.3. Sunbet reserves the right to alter, amend or modify any part of these Terms at its sole
discretion without prior notice.
2.4. The most current version of these Terms, will be posted on the Programme Portal. It is
your responsibility to ensure that you are familiar with the most current version of these
Terms, and your continued participation in the Programme, after Sunbet posted an

updated version of these Terms, shall constitute your express agreement to be bound
by the updated Terms.
2.5. In the event that you disagree with the updated Terms or any changes made hereto by
Sunbet, you have the right to terminate your participation in the Programme in
accordance with these Terms.
3. REGISTRATION
3.1. To become an Affiliate, you will need to complete and submit an online application form
to be found on the Platform.
3.2. When completing the online application form, you shall provide Sunbet with true and
complete information. You shall also promptly provide such other information as Sunbet
may reasonably request from time to time.
3.3. The decision whether to accept you as an Affiliate or not, shall be in Sunbet’s sole and
absolute discretion. Such decision shall be final and not subject to any right of appeal.
Sunbet will notify you by e-mail as to whether your application has been approved or
rejected.
3.4. Any errors made by you in the online application form may be identified and corrected
by you prior to submitting the online application form to Sunbet. Should you make or
identify any errors after submitting the online application form to Sunbet, you shall be
under an obligation to immediately contact Sunbet in order to rectify such errors. In such
case, Sunbet shall be held harmless by you in regard to any errors made and has the
right, in our sole discretion, to reject you from becoming an Affiliate even if Sunbet has
already approved your application.
3.5. Upon our acceptance of your application, you will be entitled to register as an Affiliate by
creating an Affiliate Account and thereby be granted by us, the right to direct customers
to the Platform in accordance with these Terms.
3.6. It is your responsibility to keep any information on your Affiliate Account true, complete
and up-to-date. You shall further be responsible for guarding the safety and security of
your Affiliate Account username and password and may not share your login details with
any other person.
4. TERM
You will become an Affiliate upon our acceptance of your online application in terms of
clause 3, and will continue to be an Affiliate until your Affiliate Account is terminated for
any reason in accordance with these Terms (the Term).

5. LICENCE
5.1. Licence
Sunbet hereby grants to you a revocable, non-exclusive, non-transferable licence for the
duration of the Term to use Sunbet Intellectual Property solely in connection with the
display, publication or other use of Advertisement Material (Licence).
5.2. Exclusivity
You acknowledge and agree that the Licence is non-exclusive in nature and that Sunbet
shall be entitled to, at all times and from time to time, licence the Sunbet Intellectual
Property to any other person.
5.3. Restrictions
5.3.1. Your right to use Sunbet Intellectual Property is limited to and arises only out
of these Terms. Except for the rights expressly granted under these Terms,
no right, title or interest of any nature whatsoever is granted to you in respect
of the Sunbet Intellectual Property. Any use of the Sunbet Intellectual Property
shall be solely utilised as expressly authorised by Sunbet in these Terms.

5.3.2. The Licence does not include the right to:

5.3.2.1. license, sub-license, sell, resell, rent, transfer, assign, publish,
display, loan, distribute, lease or otherwise make available to any
other person the Sunbet Intellectual Property;

5.3.2.2. modify or make derivative works based the Sunbet Intellectual

Property; or

5.3.2.3. allow any other person to access or use the Sunbet Intellectual
Property or to modify or make derivative works based on the
Sunbet Intellectual Property.

5.3.3. You shall not take any action that may prejudice Sunbet’s rights in the Sunbet

Intellectual Property.

5.3.4. You warrant, undertake and agree that you shall:

5.3.4.1. not register (or apply to register) any trademark or domain name
or any similar trademark or domain name which is similar to any
trademark, domain name or brand used by, licenced to or
registered in the name of Sunbet, or any other name that could be
understood to designate Sunbet or any Sunbet Intellectual
Property;

5.3.4.2. upon request by Sunbet, promptly transfer ownership of any
domain name registered in contravention of clause 5.3.4.1 to
Sunbet or any other person designated by Sunbet;

5.3.4.3. not use any Links or otherwise place any Advertisement Material
or other digital advertisements whatsoever featuring Sunbet
Intellectual Property (or in any other way link to or drive traffic to
Sunbet) on any Unsuitable Sites;

5.3.4.4. not advertise Sunbet on copyright-infringing websites (for

example, file sharing and streaming sites);

5.3.4.5. not purchase or register keywords, search terms or other
identifiers for use in any search engine, portal, app store,
sponsored advertising service or other search or referral service
and which are identical or similar to any of the Sunbet Intellectual
Property or otherwise include the Sunbet Intellectual Property or
variations thereof, or include metatag keywords on Sites which are
identical or similar to any of the Sunbet Intellectual Property;
5.3.4.6. not use any advertising layout or creative (including banners,
images, logos and/or any other material) containing, incorporating
or in any way utilising the Sunbet Intellectual Property unless the
advertising layout or creative has been provided to you by Sunbet
or has been approved by Sunbet in writing. You will not alter the
appearance of any advertising or creative which has been
provided to you or for which such approval has been granted by
Sunbet. It is your responsibility to seek approval from Sunbet in
time for release or launch of any advertising campaign or creative
and to ensure you have written approval from Sunbet in relation to
each and every advertising layout or creative and to be able to
evidence such approval upon request; and

5.3.4.7. notify Sunbet immediately upon you becoming aware of any
violation of any provision contained in this clause 5 or any misuse
or infringement of Sunbet Intellectual Property by any other
person.

6. SERVICE
6.1. Advertisement Material
6.1.1. During the Term, the Affiliate agrees and undertakes, in favour of Sunbet, to
display, publish or otherwise use the Advertisement Material on its Site,

pursuant to the Licence, for the purpose of directing customers to the Platform
through Links, in accordance with the provisions of this clause 6 (Service). It
is recorded that the Links will be embedded in the Advertisement Material.
6.1.2. The appearance and syntax of the Links embedded in the Advertisement
Material are designed and designated by Sunbet and constitute the only
authorised and permitted representation of the Platform. You may not create
your own direct link to the Platform.

6.1.3. In order to provide the Service, you shall have access to the Advertisement
Material through the Programme Portal. You may use the Advertising Material
solely to provide the Service, subject to the provisions of these Terms.
6.1.4. Sunbet’s written approval is required, prior to any display, publication or other
use of any Advertisement Material on the Site by you. Notwithstanding any
approval given by Sunbet, such approval shall not be construed as an
acceptance of any liability arising from the use of such approved Advertising
Material. You shall, at all times, be solely responsible for your use of the
Advertisement Material and the content or manner of your marketing activities.
6.1.5. If requested by Sunbet, you undertake and agree to provide Sunbet with all
such information and documents as Sunbet may reasonably require to verify
or audit your compliance with these Terms, or which we may require for
regulatory or legal purposes. You undertake and agree to provide prompt
assistance and full cooperation in connection with any requests made by
Sunbet in terms of this clause 6.1.5.

6.1.6. You agree that you will comply with any lawful instruction or direction
communicated to you by Sunbet in relation to the provision of the Service
and/or the Links and/or Advertisement Material.

6.1.7. You shall not place the Links and/or Advertisement Material on any Unsuitable
Sites or anywhere else other than on the Site nor display data from the Links
via any electronically accessible medium other than the Site without Sunbet’s
prior written approval or use the Links and/or Advertisement Material in any
way which proves or is likely to prove, in Sunbet’s opinion, detrimental to
Sunbet.

6.1.8. You agree to comply and adhere to any Applicable Law, specifically you will
not perform any act which is illegal in relation to the Programme or otherwise
not target any territory or jurisdiction where gambling is illegal or where the
promotion, marketing or advertising of gambling is illegal. You further agree to
comply and adhere to the internal policies of Sunbet and the terms and
conditions of any relevant licences issued by the applicable authorities to

Sunbet or any entity in the Sunbet Group (as the case may be), copies of
which will be made available to you on written request.

6.1.9. You further agree that you shall not provide the Service in a manner which:
6.1.9.1. is unauthorised by Sunbet or in contravention of these Terms;
6.1.9.2. is contrary to good business practises and ethics;
6.1.9.3. in the sole opinion of Sunbet, tarnishes its goodwill, brand or

reputation;

6.1.9.4. infringes on the intellectual property of a third party or use any

intellectual property which you are not licenced to use;

6.1.9.5. is illegal, harmful, threatening, obscene, discriminatory, offensive,

misleading, fraudulent or unethical;

6.1.9.6. exposes Sunbet to any potential claim or cause of action by any

third party;

6.1.9.7. displays your Site in a manner in which is similar to the Platform
or causes the impression that the Site(s) is owned, operated or
affiliated with Sunbet or any entity in the Sunbet Group; and/or
6.1.9.8. purports to act for and/or on behalf of Sunbet without the express

prior written approval of Sunbet.

6.1.10. You agree to use, in the provision of the Service, the most current and up-to-
date version(s) of the Advertisement Material. Sunbet reserves the right to

alter, amend or modify any Advertisement Material (or part thereof) at its sole
discretion without prior notice. The most current version(s) of the
Advertisement Material will be made available by Sunbet on the Programme
Portal from time to time.

6.1.11. Sunbet reserves the right to demand the immediate removal or modification of
any Links and/or Advertisement Material or any other materials that you
distribute, publish or use, or demand the cessation of any or all of your
marketing activities in connection with the Programme or Sunbet, at any time
and in Sunbet’s sole discretion.

6.1.12. During the Term, you shall keep and maintain complete and accurate records
regarding your provision of the Service or any activities relating to the
Programme and/or Sunbet, which records must be made available to Sunbet
upon request.

6.2. Customers
6.2.1. You are responsible for ensuring that all Customers can be linked through a
Tracking Code. You understand and agree that Customers must link through
a Tracking Code in order for you to receive Commission in relation to such
Customers.

6.2.2. Sunbet will not be liable to pay you any Commission for Customers for which
you have failed to use or provide a Tracking Code, or in respect of Customers
who Sunbet is unable to otherwise link to or associate with your Affiliate
Account.

6.2.3. You acknowledge and agree that all information relating to any Customer’s
activity on the Platform or the Customer’s player account on the Platform is
the exclusive and sole property of Sunbet and/or the Sunbet Group (as and if
applicable) and that you shall have no rights therein whatsoever, save for any
such information that you gather independently, outside of your participation
in the Programme.

6.2.4. You warrant and undertake that you will not participate in incentivising or
inducing any potential customer to register as a Customer by agreeing to pay
them a portion of the Commission as a reward for registering as a Customer.

6.2.5. Sunbet reserves the right, in its sole and absolute discretion, to:

6.2.5.1. refuse or reject any potential customer from opening a player

account on the Platform;

6.2.5.2. suspend, terminate, refuse to accept bets or limit a Customer’s

player account on the Platform; and/or

6.2.5.3. take any other action which Sunbet may deem necessary in order
to preserve the integrity or safety of the Platforms, or the Sunbet
Intellectual Property or the goodwill, brand or reputation of Sunbet
and/or the Sunbet Group.

6.3. Bonuses and promotions
6.3.1. Sunbet may at its sole discretion choose to conduct special bonuses, events,
promotions or other promotional or marketing campaigns through the
Programme Portal (Special Promotions).

6.3.2. In the event that we choose to conduct such Special Promotions, we will issue
additional terms and conditions covering such Special Promotion. In the event
that you elect to participate in one of the Special Promotions, you understand

and agree that such participation will be subject to the additional terms and
conditions, as may be applicable. The commission payable in respect of any
Special Promotion is specifically excluded from these Terms and shall be dealt
with under additional terms and conditions to be issued by Sunbet.

7. COMMISSION AND PAYMENT
7.1. Calculation of Commission
7.1.1. For the duration of the Term, you are entitled to earn Commission in
connection with Customers’ activities on the Platforms during the applicable
calendar month.

7.1.2. The Commission will be paid to you based on the relevant month’s Net
Revenue in respect of the Customers’ activity on the Platforms in accordance
with clause 7.1.3.

7.1.3. The first payment of the Commission shall be made two months after the
commencement of the Term. Thereafter, Commission shall be paid monthly,
as follows:
7.1.3.1. Where the total number of Customers referred by you in the
relevant calendar month is 0 - 199, you will receive 20% of Net
Revenue;

7.1.3.2. Where the total number of Customers referred by you in the
relevant calendar month is 200 - 499, you will receive 25% of Net
Revenue; and

7.1.3.3. Where the total number of Customers referred by you in the
relevant calendar month is 500 +, you will receive 30% of Net
Revenue.

7.1.4. Sunbet will track Customers’ activity and the Customers’ player account on
the Platforms in any given month, and make available to you, on your Affiliate
Account, on the date of payment of the relevant Commission, a monthly report
compiled by Sunbet which shall summarise the Customers’ activities and the
manner in which the relevant Commission was calculated. This report will not
contain the identity or personal information of any Customers and will only
track their activity for purposes of calculating the Commission payable to you.
7.1.5. The compilation of the report and the calculation of the Commission is based
on Sunbet’s own statistics, tracking, records and calculations and shall be in
Sunbet’s sole discretion.

7.1.6. To the extent that you are dissatisfied with the Commission in relation to the
calculation thereof or its accuracy, you shall notify Sunbet of such
dissatisfaction within 14 days from receipt of the relevant Commission, and
Sunbet shall take all reasonable steps to address such dissatisfaction. To the
extent that you do not notify Sunbet of your dissatisfaction within the stipulated
14 day-period, the Commission paid to you and the report provided in respect
thereof, shall be deemed to be accurate and accepted by you.

7.2. Payment
7.2.1. Sunbet shall make payment of any Commission earned by you in the previous
calendar month by the 25th day of the following calendar month subject to any
exchange control requirements or restrictions where applicable.

7.2.2. Sunbet shall not be liable to you in any amount whatsoever for late payment
of any Commission or other payments owing to you as a result of any
technical, regulatory, third party or any other unforeseen events.

7.2.3. You are solely responsible for the reporting and payment of any Applicable
Taxes applicable to any Commission payable to you in connection with your
participation in the Programme. You agree to reimburse, upon demand,
Sunbet for any and all such Applicable Taxes applicable to any Commission
payable to you that Sunbet may be required to pay in connection with your
participation in the Programme.

7.2.4. In order to process any payments due, foreign affiliates are required to submit
a valid bank confirmation letter for purposes of completing the B1SA
onboarding process. Local affiliates shall be required to provide a certified
copy of their Company Registration Certificate, a B-BBEE Affidavit, a Conflict
of Interest declaration and a bank confirmation letter not older than 3 months.
7.2.5. Payment shall be paid in South African Rands (ZAR) by way of electronic
funds transfer into your nominated bank account as recorded on your Affiliate
Account. It is your responsibility to timeously notify Sunbet in writing of any
changes to your bank account details and Sunbet shall not be liable for any
loss or damage suffered as a result of your failure to provide correct bank
account details or to timeously notify Sunbet of any changes to your bank
account details.

7.3. Fraud Costs
7.3.1. Sunbet reserves the right to review, verify or audit all activity in connection
with your participation in the Programme for possible Fraudulent Activity or

activity which Sunbet, its sole discretion, to be in bad faith or violation of these
Terms.

7.3.2. You will not be entitled to any payment related to any Customer or activity of
any Customer that Sunbet deems, in its sole discretion, to be unlawful,
abusive, in bad faith, or based on Fraudulent Activity.

7.3.3. In event of Fraudulent Activity and/or suspected Fraudulent Activity, Sunbet
reserves its right to terminate this Agreement in accordance with clause 16.

7.4. Exclusions
7.4.1. In the event that we exercise any of our rights in respect of a Customer’s player
account under clause 6.2, then you will not be entitled to any Commission (or
adjustment thereof) in respect of the affected Customer's player account as of
the date on which Sunbet exercises any such right.

7.4.2. In the event that you have not logged into your Affiliate Account for a period of
90 consecutive days we may, at our sole discretion, terminate your Affiliate
Account immediately on written notice to you.

7.4.3. The employees, directors and shareholders of the Affiliate or any entity within
the Affiliate’s group of entities (and any immediate family members of the
aforegoing) do not qualify as Customers for purposes of these Terms.

7.5. Sub-Affiliates
7.5.1. The Affiliate is restricted to one Affiliate Account only, unless otherwise agreed

to by Sunbet.

7.5.2. Notwithstanding anything to the contrary, you may not assign or delegate any
of your duties or obligations under these Terms to any person, unless such
person is approved in writing by Sunbet (such person being a Sub-Affiliate).
You may not register yourself as a Sub-Affiliate.

7.6. Negative carry-over
7.6.1. Unless otherwise agreed to by Sunbet, if the Net Revenue in any given
calendar month is a negative figure, the negative balance will be carried over
from month to month, until a positive balance is achieved (the negative
balance will be fully set-off against any future positive balance of Net Revenue
generated by Customer activity on the Platform).

7.6.2. In the event that you, for any reason whatsoever under these Terms, become
ineligible to receive a Commission, and you carry over a positive balance of

Net Revenue for a given month, any negative Net Revenue from the following
month shall be offset against the positive Net Revenue carried over from the
previous month.

7.6.3. For the purposes of clauses 7.6.1 and 7.6.2, any Customer whose cumulative
winnings on the Platform in a given calendar month exceed ZAR1,000,000.00
shall be excluded from the calculation of Net Revenue for such month. Such
Customers’ activity shall not be taken into account when determining any
negative or positive Net Revenue balance for carry-over purposes.

8. INDEMNITY
8.1. You will defend, indemnify and hold Sunbet and our officers, directors, employees and
representatives harmless from and against any and all injury, claims, demands, liabilities,
losses, damages and costs (including attorneys’ fees), directly or indirectly resulting from
or arising out of, or in any way connected with:
8.1.1. a breach by you of any provision contained in these Terms;
8.1.2. a breach by any of your Sub-Affiliates of any provision contained in these

Terms;

8.1.3. the performance of your duties and obligations under these Terms;
8.1.4. the performance of your Sub-Affiliates’ duties and obligations under these

Terms;

8.1.5. your negligent or intentional acts or omissions; and/or
8.1.6. your Site(s).
8.2. In the event that Sunbet effects payment of any amounts whatsoever to any third party
whomsoever, in connection with or arising from any matter which you have indemnified
Sunbet against pursuant to this clause 8, you undertake to reimburse all such amounts
to Sunbet, in full, upon demand.
8.3. Without prejudice to any other rights that we may have, in the event that Sunbet is subject

to any third party claim or investigation as a result of the activities of you or your Sub-
Affiliates in connection with these Terms, we may, at our sole election, withhold any

Commission, Referral Commission or other amounts due as an offset against any cost
or liability which may arise as a result of such claim or investigation.
9. LIMITATION OF LIABILITY
9.1. Notwithstanding anything to the contrary, and to the fullest extent permitted under
Applicable Law, Sunbet shall not be liable (in contract or otherwise) in any way for:

9.1.1. any direct or indirect, special, punitive or consequential damages (including
any loss of revenue, profits, contracts, business, data or anticipated savings);
and/or

9.1.2. any loss of goodwill or reputation,
arising in connection with these Terms and/or the Programme, even if we have been advised
of the possibility of such damages.
9.2. If Sunbet is held liable, our total and aggregate liability shall not exceed the total
Commission paid by Sunbet to you during the period of six months preceding the date
on which such liability arose.
9.3. Our obligations under these Terms do not constitute personal obligations of our officers,
directors, employees or shareholders.
10. DISCLAIMER
10.1. Sunbet makes no express or implied warranties or representations with respect to the
Programme, the Programme Portal, the Advertisement Material, the Sunbet Intellectual
Property, the Links, the Platform or your Affiliate Account, including any warranty of
fitness, merchantability, legality, non-infringement, or any implied warranties arising out
of the course of performance, dealing or trade usage.
10.2. In addition, we make no representation that the operation of the Programme Portal, the
Platform or your Affiliate Account (including any tracking mechanism) will be
uninterrupted or error-free, and we make no guarantee regarding the amount of
Commission which may be generated as a result of your participation in the Programme.
We will not be liable for the consequences of any such interruptions or errors.
10.3. Ownership, content and liability for your Site(s) is your sole responsibility and you will
further be solely responsibility for the development, operation and maintenance of your
Site(s) and for all materials that appear and activities that occur on your Site(s).
11. DATA PROTECTION
11.1. Both Parties must ensure compliance with all Applicable Laws relating to data protection,
including the processing of personal information performed by such Party, its personnel
or third parties on its behalf, where such processing is done as a result of the
performance of their obligations under these Terms.
11.2. For purposes of these Terms, any personal information processed in accordance with
clause 11.1, shall constitute Confidential Information.

11.3. You consent to Sunbet exchanging information (which may include Confidential
Information and/or personal information) with a third party service provider in order to
fulfil its obligations under these Terms.
12. DIRECT MARKETING
12.1. During the Term, you may only send marketing communications (including e-mails and
SMS communications) relating to Sunbet, the Platform, the Programme, or which include
any Sunbet Intellectual Property if:
12.1.1. such communication contains a clear and visible notice that such
communication is sent from you so that no confusion is caused in regards to
the sender of such communication;
12.1.2. Sunbet has been provided with and approved a prospective recipients list of
such communication (if and where applicable);
12.1.3. every recipient on the list provided to Sunbet under clause 12.1.2 has explicitly
consented to receive marketing communications in the form of the
communication to be sent and have not opted out of receiving such
communication. Upon Sunbet’s request, you shall provide Sunbet with any
and all records relating to the affirmative consent given by the recipients
obtained by you; and
12.1.4. the marketing communications offer to the recipients an automatic opt-out
from receiving future communications option or an option to unsubscribe in an
easy manner. You shall comply with any request to opt-out or unsubscribe as
soon as technically feasible; and
12.1.5. the marketing communication complies with all Applicable Laws.
12.2. It is specifically recorded that, for the duration of the Term, you may not send any Spam.

13. CONFIDENTIALITY
13.1. During your participation in the Programme, we may share with you Confidential
Information. You undertake and agree that you will not use the Confidential Information
for any purpose other than to discharge your obligations to Sunbet in accordance with
these Terms, and that you will not publish or disclose the Confidential Information to any
other person, subject to clause 13.2.

13.2. You may disclose Confidential Information if and to the extent:
13.2.1. required by Applicable Law;
13.2.2. disclosed to your professional advisers or any Subcontractor, provided that
such advisers or Subcontractor(s):
13.2.2.1. are aware that the Confidential Information must be kept

confidential;

13.2.2.2. are aware of the your undertaking in relation to such information

in terms of these Terms; and

13.2.2.3. have been directed by you to keep the Confidential Information
confidential and have undertaken in writing to keep the
Confidential Information confidential and not to directly or indirectly
use it for their own or any other person’s benefit;

13.2.3. the information has come into the public domain through no fault of
yours; and/or
13.2.4. Sunbet has given prior written approval to the disclosure,
provided that any Confidential Information so disclosed shall be disclosed only after
written notification to Sunbet.
13.3. You shall not make any public announcement (save for any announcement required
under Applicable Law) regarding the transactions contemplated in these Terms unless
such announcement has been approved by Sunbet in writing.
14. SUBCONTRACTING
14.1. Sunbet shall be entitled to cede, assign or delegate any of its rights or obligations
hereunder to any third party, without your consent (such third party being a
Subcontractor).
14.2. No agreement between Sunbet or a Subcontractor shall create any contractual
relationship between you and such Subcontractor.
14.3. Sunbet shall procure that any Subcontractor is made aware of these Terms and adheres
to and complies with the provisions of these Terms, to the extent applicable.

15. FURTHER TERMS WITH AFFILIATE
15.1. You understand that we may at any time contract with other Affiliates on terms that may
differ from those contained in these Terms or operate or contract with websites that are
similar to or compete with your Site(s).
15.2. You agree that Sunbet may, on mutual agreement with you or any other Affiliate,
conclude a schedule(s) or addendum(s) to these Terms which amend, vary or modify
any provision of these Terms, provided that:
15.2.1. any such schedule or addendum shall be reduced to writing and signed by
Sunbet and the relevant Affiliate;
15.2.2. any such schedule or addendum shall bind Sunbet and the specific Affiliate
with which the schedule or addendum is signed, to the exclusion of all other
Affiliates;
15.2.3. save as amended by such schedule or addendum, these Terms will remain in
full force and effect in respect of the specific Affiliate with which the schedule
or addendum is signed;
15.2.4. any such schedule or addendum and these Terms shall be read and construed
as one agreement which is binding between Sunbet and the specific Affiliate
with which the schedule or addendum is signed;
15.2.5. to the extent that there is any conflict between a schedule or addendum and
these Terms, the provisions of the schedule or addendum will prevail; and
15.2.6. any such schedule or addendum will be confidential between Sunbet and the
specific Affiliate.

16. TERMINATION
16.1. Either you or Sunbet may terminate your Affiliate Account at any time, without cause, by
giving the other at least 30 days’ prior written notice of such termination.
16.2. In the event of any breach or suspected breach (Sunbet acting reasonably) by you or
your Sub-Affiliate of any provision of these Terms, Sunbet shall be entitled to, at its sole
election:
16.2.1. suspend your Affiliate Account immediately on written notice;
16.2.2. terminate your Affiliate Account immediately on written notice if you fail to
remedy the breach within 14 days of receipt of a written notice from Sunbet
calling you to do so;

16.2.3. terminate your Affiliate Account immediately on written notice if the breach is
material or incapable of remedy; and/or
16.2.4. retain or withhold any Commission, any Referral Commission or any other
amounts due to you from the date of such breach. Sunbet shall be entitled to
offset any costs or damages suffered by us as a result of a breach from such
Commission or other amounts retained or withheld. Sunbet further reserves
its right, should such retained or withheld Commission or other amounts be
insufficient to cover the costs or damages suffered by Sunbet, to recover any
such amounts from you directly.

16.3. In the event of a Change of Control, Sunbet shall have the right, at its sole discretion, to
terminate your Affiliate Account by providing 30 days’ prior written notice to you. For the
purposes of this clause, Change of Control means any transaction or series of
transactions resulting in (i) a person or entity acquiring, directly or indirectly, more than
50% of the voting shares or ownership interests of the Affiliate, or (ii) a merger,
consolidation, or other corporate reorganisation that results in a change in the ultimate
beneficial ownership of the Affiliate. Termination under this clause shall be effective upon
expiry of the 30 day notice period, unless otherwise specified by Sunbet.
16.4. Sunbet may terminate your Affiliate Account immediately on written notice if:
16.4.1. it becomes unlawful for Sunbet to continue the Programme;
16.4.2. Sunbet’s requisite licences, authorisations, or approvals are revoked,
suspended, or otherwise rendered ineffective;
16.4.3. Sunbet is required to cease operations under Applicable Law or by any
competent authority; or
16.4.4. the Programme and /or Programme Portal (or any successor platform used by
Sunbet to operate the Programme) is suspended, becomes unavailable, or if
Sunbet’s agreement with the platform provider is terminated and Sunbet is
unable to provide a reasonable alternative solution within 30 days.

16.5. Termination under clause 16.4 shall take effect immediately upon delivery of such notice,
unless otherwise required by Applicable Law.
16.6. Upon any termination of your Affiliate Account:
16.6.1. if we continue to permit activity or generate revenue from any Customers after
termination, this will not be construed as a renewal of your Affiliate Account or
a waiver of the termination;

16.6.2. all rights and licences (including the Licence) granted to you under these
Terms shall immediately terminate;
16.6.3. you must immediately cease to provide the Service (including the display,
publication or other use of any Advertisement Material or Links and use of the
Sunbet Intellectual Property) on your Site(s);
16.6.4. you must promptly return to Sunbet all Confidential Information in your
possession or under your control, or destroy all such Confidential Information
if requested to do so by Sunbet; and
16.6.5. you will cease to be entitled to payment of any further Commission.
16.7. Any termination is without prejudice to any claim that either Party may have in respect
of any breach of these Terms by the other Party arising prior to the date of termination.
16.8. Any right or remedy of either Party under these Terms will be without prejudice to any
other right or remedy that Party has under these Terms or Applicable Law.
16.9. Notwithstanding any termination of your Affiliate Account, you will remain bound by those
provisions herein which expressly provide that they will operate after termination, or
which must continue to have effect after termination, or which must by implication
continue to have effect after termination.

17. DISPUTE RESOLUTION
17.1. Any dispute arising out of or in connection with these Terms must be resolved in terms
of this clause 17.
17.2. Disputes must first be referred to the senior executives of each Party with settlement
authority as soon as possible for attempted resolution. The Parties’ senior executives
must attempt to resolve the dispute as speedily as possible and will meet as often as
necessary to do so.
17.3. Any settlement must be recorded in writing and signed by the senior executives on behalf
of each Party.
17.4. The senior executives will have failed to resolve the dispute when either Party declares
this to be the case.
17.5. If the dispute is not resolved by the senior executives, the dispute will be resolved by
way of arbitration at the instance of either Party.

17.6. The arbitration will be held subject to the provisions of these Terms:
17.6.1. at Johannesburg, South Africa;
17.6.2. with only the Parties, their legal representatives, arbitrator and any witnesses
who may be called to give evidence present; and
17.6.3. otherwise in accordance with the rules of the Arbitration Foundation of
Southern Africa (AFSA).

17.7. The arbitrator will be a senior counsel with no less than ten years standing agreed upon
between the Parties.
17.8. If the Parties cannot agree upon an arbitrator in terms of clause 17.7 within 14 days after
the arbitration has been demanded, the nomination will be made by the chairperson of
AFSA at the request of either Party.
17.9. The arbitration will be conducted in the English language.
17.10. Subject to clause 17.14, all information concerning the arbitration proceedings, all
evidence led or presented and the arbitrator’s award will be confidential.
17.11. The arbitrator will be obliged to give written reasons for the award.
17.12. The decision of the arbitrator will be subject to appeal in terms of the appeal rules of
AFSA.
17.13. Either Party may have the award of an arbitrator, including an award on appeal made an
order of court.
17.14. Nothing contained in these Terms will prevent either Party from applying to court for
urgent or interdictory relief.
17.15. This clause 17 constitutes each Party’s irrevocable consent to arbitration proceedings,
and neither Party may withdraw from such proceedings or claim that it is not bound by
this clause 17.
17.16. The Parties will continue to perform their respective obligations under these Terms
pending the resolution of a dispute, it being agreed that neither Party may, without the
agreement of the other, terminate the relevant Affiliate Account based on the issues
under dispute until the dispute is finally resolved.

17.17. A demand by a Party to submit a dispute to arbitration in terms of this clause 17 is
adequate legal process to interrupt any applicable time bar laws in respect of legal
claims.
17.18. This clause 17 is a separate, divisible clause from the rest of these Terms and will remain
valid and enforceable in perpetuity notwithstanding any termination of the relevant
Affiliate Account.
18. NOTICES
18.1. Notices
Any notice, consent, approval or other communication in connection with these Terms
(Notice) will be in writing in English.
18.2. Addresses
18.2.1. You hereby agree that you will accept any Notice sent to the physical address
and/or e-mail address provided on your Affiliate Account.
18.2.2. Sunbet hereby agrees that we will accept any Notice sent to the below
addresses:
Physical Address: 6 Sandown Valley Crescent

Sandown
Sandton
2196

Email Address: sunbetlegal@sunbet.co.za; and
affiliates@sunbet.co.za
Attention: Affiliate Manager

18.2.3. Either Party may by Notice to the other Party change its address and/or the
person, if any, for whose attention any Notice must be marked.

18.3. Effective on receipt
18.3.1. Any Notice takes effect when received by the recipient (or on any later date
specified in the Notice) and, unless the contrary is proved, is deemed to be
received:

18.3.1.1. on the day of delivery, if delivered by hand to a responsible person
at the recipient’s physical address in clause 18.2; and/or

18.3.1.2. on the date of transmission, if sent by e-mail to the recipient’s e-
mail address in clause 18.2.

18.3.2. Despite anything to the contrary in these Terms, a Notice actually received by
a Party is effective even though it was not sent, or delivered, or sent and
delivered to its address in clause 18.2.

18.4. Service of legal process
18.4.1. Each Party chooses its physical address referred to in clause 18.2 as its
address at which legal process and other documents in legal proceedings in
connection with these Terms may be served (domicilium citandi et
executandi).
18.4.2. Any Party may by Notice to the other Party change its address at which legal
process and other documents in legal proceedings in connection with these
Terms may be served to another physical address.

19. GENERAL
19.1. Relationship
The Parties are independent contractors, and nothing herein contained shall be
construed as creating any relationship of employer/employee, partnership, agency, joint
venture, or otherwise between the Parties, nor shall these Terms be construed as
conferring on any Party any express or implied right, power, or authority to enter into any
agreement or commitment, express or implied, or to incur any obligation or liability, on
behalf of the other Party.
19.2. Entire Agreement
These Terms contains all the express provisions agreed on by the Parties with regard to
the subject matter of these Terms and the Parties waive the right to rely on any alleged
express provision not contained in these Terms.
19.3. Indulgence
No indulgence granted by a Party shall constitute a waiver or abandonment of any of
that Party’s rights under these Terms. Accordingly, that Party shall not be precluded as
a consequence of having granted that indulgence from exercising any rights against the
other Party which may have arisen in the past or which may arise in the future.

19.4. Good Faith
The Parties agree to act in good faith in relation to one another at all times in giving effect
to the provisions of these Terms.
19.5. Assignment
Except as expressly provided herein, no Party shall be entitled to cede its rights and/or
delegate its obligations in terms of these Terms to any third party without the prior written
consent of the other Party.
19.6. Jurisdiction
The Parties unconditionally consent and submit to the non-exclusive jurisdiction of the
South African courts in regard to all matters arising from these Terms.
19.7. Severability
Any illegal or unenforceable provision of these Terms may be severed and the remaining
provisions of these Terms shall continue in force.
20. APPLICABLE LAW
These Terms are governed by South African law.
21. QUERIES
Should you have any questions or queries with regard to any provision of these Terms,
please contact us at affiliates@sunbet.co.za.