The commission structure in Article 5 of this Agreement shall be deemed to form an integral part thereof. Memato Group reserves the right to amend, alter, delete or extend any provisions of this Agreement, at any time and at its sole discretion. In case of any such changes, affiliates will be notified via email. You hereby abide to:

1.  The participation in the Affiliate Program
2.  The usage of the Merchants affiliate website and/or Merchants marketing tools, as defined within the Agreement
3.  The condition that the acceptance of any affiliate commissions from MematoGroup confirms your irrevocable acceptance of this Agreement and any modifications.

Therefore, you shall be obliged to continuously comply with all the Terms of this Agreement as well as to comply with the General Terms and Conditions and Privacy Policy of the MematoGroup Affiliate Program, in addition to any other, from time to time, brought rules and/or guidelines. An Agreement between the Merchant and the Affiliate shall be coming into effect on the date when the affiliate application was approved.

1. Purpose

1.1 The Affiliate maintains and operates one or more websites on the Internet (hereinafter collectively referred to as “the Website”), and/or refers potential customers through other channels.

1.2 This Agreement governs the terms and conditions which are related to the promotion of the Merchant’s website, by the Affiliate, whereby the Affiliate will be paid a commission as defined in this Agreement depending on the type of traffic sent to Merchant and as subject to the Terms of this Agreement.

1.3 Should new products be introduced, or group of products in the future, Memato Group reserves the right to use an individual definition of the term Net Gaming Revenue for each product.

2. Acceptance of an Affiliate

2.1 The Merchant reserves the right to refuse any registration in its sole and absolute discretion.

2.2 The Affiliate hereby guarantees that he/she:

• • a) is of legal age in their respective jurisdiction, which allows them to enter a legal agreement.
  • b) is competent and duly authorized to enter into binding Agreements
  • c) is the rightful owner and has all the rights, licenses and permission to market, promote and advertise Merchant brands in accordance with the requirements of this Agreement, via their traffic sources.
  • d) understands all the terms and conditions defined in the Agreement.

3. Responsibilities and Obligations of the Merchant

3.1 The Merchant shall provide the Affiliate with all required information and marketing material for the implementation of the tracking links. Referred customers will receive unique tracking IDs.

3.2 The Merchant shall administrate the turnover generated via the tracking links, record the revenue and the total amount of commission earned via the link, provide the Affiliate with commission statistics, and handle all customer services related to the business. A unique tracking identification code/s will be assigned to all referred customers.

3.3 The Merchant shall pay the Affiliate the amount due depending on the traffic generated subject to the Terms of this Agreement.

4. Responsibilities and Obligations of the Affiliate

4.1 The Affiliate guarantees:

• • a) To maximize his/her efforts to actively and effectively advertise, market and promote the Merchant as much as possible in order for both parties to benefit and to abide by the guidelines of the  MematoGroup as they may be brought forward from time to time and/or as being published online.
  • b) To market and refer potential players to Merchants at their own cost and expense. The Affiliate will be solely responsible for the distribution, content and manners of its marketing activities. All of the Affiliate’s marketing activities must be professional, proper and lawful under applicable laws and must be in accordance with this Agreement.
  • c) To use only a tracking links provided within the scope of the affiliate program, otherwise no guarantee whatsoever can be assumed for proper registration and sales accounting. Also, not to change or modify in any way any link or marketing material without prior written authorization from the Merchant.
  • d) To be responsible for the development, the operation, and the maintenance of its website as well as for all material appearing on its website.

4.2 The Affiliate hereby warrants:

• • a) that the information the Affiliate registers within the Affiliate Program of the Merchant, is complete, valid and honest.
  • b) That it will not perform any act which is illegal, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials.
  • c) To not actively target any person who is under the legal age for gambling within each jurisdiction.
  • d) To not actively target any jurisdiction where online gambling and the promotion of gambling is illegal.
  • e) That it will not generate traffic to the Merchant by illegal or fraudulent activity, particularly but not limited to by:

1. 1. 1. Sending spam.
      2. Incorrect metatags.
      3. Registering as a player or making deposits directly or indirectly to any player account through his tracker links for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the commission payable or to otherwise defraud the Merchant. Violation of this provision shall be deemed to be fraud.

• • f) That it will not present its website in such a way that it might evoke any risk of confusion with Memato Group and/or the Merchant and or give the impression that the website of the contracting party is partly or fully originated with Memato Group and/or the Merchant.
  • g) Without prejudice to the marketing material as may be forwarded by the Merchant and/or made available online through the website, the affiliate may not use Memato Group or other terms, trademarks and other intellectual property rights that are vested in the Merchant unless the Merchant consents to such use in writing.
  • h) not directly or indirectly benefit from, or be a party to, any form of money laundering or similar illegal activities. Memato Group reserves the right to report the Affiliate to the authorities (federal or local), should the above-mentioned activities occur

5. Payment and Commission

5.1 Memato Group agrees to pay the Affiliate a commission based on the Net Gaming Revenue generated from new customers referred by the Affiliate’s website and/or other channel. New customers are those customers of the Merchant who do not yet have an existing gaming account and who access the Website via the tracking link; who properly register and make supported cryptocurrency deposits into their Merchant’s betting account. The commission shall be deemed to be inclusive of value added tax or any other tax if applicable.

5.2 The commission shall be a percentage of the Net Gaming Revenue (NGR) in accordance with the commission structures for the particular product. The calculation is as follows:Net Gaming Revenue = Total Bets – Total Wins – Bonuses – Admin Fee. Memato Group charges a 20% admin fee. This value contains processing, game provider and platform fees.

5.3 Commissions are calculated at the end of each month and payments are sent out no later than the 15th (fifteenth) working day of each calendar month, provided that the amount due exceeds $200 (‘Minimum Threshold’). Commissions are defined by the previous month’s performance.

5.4. All payments for commissions will be issued only if the affiliate balance is positive. If the account balance is negative due to the player’s activity on the games, no commission shall be payable, nonetheless, the account balance will NOT be carried over to the upcoming month.

5.5 If the Affiliate disagrees with the balance due as reported, they shall send an email to the Affiliate Program within a period of thirty (30) days on: admin@mematogroup.com

and indicate the reasons of such dispute. Failure to send an email within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the Balance due for the period indicated.

6. Termination of Agreement

6.1 The Agreement may be terminated by either party by giving a thirty (30) day written notification to the other party. Written notification may be given by email or by Skype and should be given to your affiliate manager.

6.2 The contracting parties hereby agree that upon the termination of this Agreement:

• • a) The Affiliate must remove all references to Merchant from the Affiliate’s websites and/or other marketing channel and communications, non-respectively of whether the communications are commercial or non-commercial.
  • b) All rights and licenses granted to the Affiliate under this Agreement shall immediately be terminated and all rights shall revert to the respective licensors and the Affiliate will cease the use of any trademarks, service marks, logos and other designations vested in the Memato Group.
  • c) The Affiliate will be entitled only to those earned and unpaid commissions as of the effective date of termination; however provided, Memato Group may withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid.
  • d) The Affiliate must return to Memato Group any and all confidential information (and all copies and derivations thereof) in the Affiliate’s possession, custody and control.

6.3 If the Agreement is terminated by Memato Group on the basis of the Affiliate’s breach of terms, then Memato Group shall be entitled to withhold the Affiliate’s unpaid commissions as of the termination date, to use as collateral for any claims arising from such breaches. It is further specified that termination by Memato Group due to a breach of the Agreement by the Affiliate shall not require any notice period and termination will be in immediate effect upon notification by Memato Group to the Affiliate.

6.4 The Affiliate will release Memato Group from all obligations and liabilities happening or arising after the date of such termination, except for certain obligations that are designed to survive the termination. Termination does not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination. Nor does it relieve the Affiliate from any liability arising from any breach of confidential information even if the breach arises at any time following the termination of this Agreement. The Affiliate’s obligation of confidentiality towards Memato Group shall survive the termination of this Agreement.

7. Warranties

7.1 The Affiliate expressly acknowledges and agrees that the use of the Internet is at his/her risk and that this affiliate program is provided “as is” and “as available” without any warranties or conditions whatsoever, express or implied. No guarantee is made that it will make access to its website possible at any particular time or any particular location.

7.2 Memato Group shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of the Merchants websites or the affiliate program.

8. Indemnification

8.1 The Affiliate agrees to defend, indemnify and hold the Merchant and its affiliates, successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims and liabilities, including reasonable attorneys’ and experts’ fees, related to or arising from:

• • a) Any breach of the Affiliate’s representations, warranties or covenants under this Agreement.
  • b) The Affiliate’s use (or misuse) of the marketing materials.
  • c) All conduct and activities occurring under the Affiliate’s user ID and password.
  • d) Any defamatory, libelous or illegal material contained within the Affiliate’s website or as part of the Affiliate’s information and data.
  • e) Any claim or contention that the Affiliate’s website or the Affiliate’s information and data infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity.
  • f) Third party access or use of the Affiliate’s website or to the Affiliate’s information and data.
  • g) Any claim related to the Affiliate website.
  • h) Any violation of this Agreement.

8.2 Memato Group reserves the right to participate, at its own expense in the defense of any matter.

9. Memato Group’s Rights

9.1 Memato Group may refuse any player or close a player’s account if it is necessary to comply with Memato Group policy and/or protect the interest of the Merchant.

9.2 The Merchant may refuse any applicant and/or may close any Affiliate account if it is necessary to comply with the  MematoGroup’s policy and/or protect the interest of the Company. If the Affiliate is in breach of this Agreement or other rules, policies and guidelines of the Company, the Company may, besides closing the Affiliate’s account take any other steps at law to protect its interest.

10. Affiliate Account Assignment

10.1 The Affiliate may not assign this Agreement, by operation of law or otherwise, without obtaining the prior written consent of the Company. In the event that the affiliate acquires or otherwise obtains control of another affiliate Memato Group, then accounts will coexist on individual terms.

10.2 The Company may assign this Agreement, by operation of the law or otherwise, at any time without obtaining the prior consent of the Affiliate.

11. Non-Waiver Agreement

11.1 The Company’s failure to enforce the Affiliate’s adherence to the Terms outlined in this Agreement shall not constitute a waiver of the right of the Company to enforce said terms at any time.

12. Force Majeure

12.1 Neither party shall be liable to the other party for any delay or failure to perform its obligations under this Agreement, if the delay or failure is caused by something beyond the reasonable control of and is not the fault of such party, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning earthquakes, utility or communications failures or other casualties. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented. Provided that, if the force majeure event subsists for a period exceeding thirty (30) days then either party may terminate the Agreement without notice.

13. Relationship of the Parties

13.1 Nothing contained in this Agreement, nor any action taken by any party to this Agreement, shall be deemed to constitute either party (or any of such party’s employees, agents, or representatives) an employee, or legal representative of the other party, nor to create any partnership, joint venture, association, or syndication among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any Agreement or commitment on behalf of (nor to impose any obligation upon) the other party.

14. Severability / Waiver

14.1 Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

15. Confidentiality

15.1 All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of the Company shall be treated confidentially. Such information must not be used for own personal commercial or other purposes or divulged to any person or third party neither direct nor indirectly unless the prior explicit and written consent of the Memato Group. This provision shall survive the termination of this Agreement.

15.2 The Affiliate obliges himself not to use the confidential information for any purpose other than the performance of its obligations under this Agreement.

16. Changes to the Agreement

16.1 Memato Group reserves the right to amend, alter, delete or add to any of the provisions of this Agreement, at any time and at its sole discretion. In case of any such changes, affiliates will be notified via email.

16.2 In case of any discrepancy between the meanings of any translated versions of this Agreement, the English language version shall prevail.

17. Trademarks

17.1 Nothing contained in this Agreement will grant either party any right, title or interest in the trademarks, trade names, service marks or other intellectual property rights (hereinafter referred to simply as ‘Marks’) of the other party. At no time during or after the term will either party attempt or challenge or assist or allow others to challenge or to register or to attempt to register the Marks of the other party or of any company within the group of companies of the other party. Provided also that neither of the parties will register nor attempt to register any Mark which is basically similar to and/or confusingly similar to any Mark which belongs to the other party or to any company contained within the other party’s group of companies.