GENERAL TERMS & CONDITIONS

                         for

AFFILIATE MARKETING SERVICES

Version of 15 February 2022

TABLE OF CONTENTS

1. Definitions and interpretation
2. Applicability - Purpose and priority of documents
3. Scope
4. Use of marketing materials
5. Remuneration and payment terms
6. Compliance and audit rights
7. License – intellectual property rights
8. Term and Termination
9. Data protection
10. Amendments
11. Limitation of liability
12. Sub affiliates and/or transfer of rights
13. Confidential information
14. Penalty clause
15. Governing law and jurisdiction
16. Miscellaneous

• DEFINITIONS AND INTERPRETATION
  • Capitalized terms will have the following meaning:

“Affiliate” means the partner providing affiliate marketing related services to the Company which is accepted by the Company at its sole discretion;

“Affiliate Website(s)” A website or multiple websites (including any mobile or tablet version of the website(s)) which is/are owned and/or operated and/or used by an Affiliate for the purposes of generating online traffic and referrals to the Company in accordance with these Terms;

“Annexes” All documents that are attached to these Terms & Condtions. The Annexes form an integral part of the Terms & Conditions;

“Applicable law” means all laws of the jurisdiction of the Netherlands, including but not limited to the Dutch (Remote) Gaming Act (Wet op de Kansspelen), the Media Act (Mediawet), the Unfair Commercial Practices Act (Wet oneerlijke handelspraktijken),  GDPR (AVG), Telecom Act (Telecomwet), Decree and Regulation on the Acquisition, Advertising and Addiction Prevention of Games of Chance (Besluit en regeling werving, reclame en verslavingspreventie kansspelen), Guide to the Advertising of Games of Chance (Leidraad reclame voor kansspelen), Duty of Care Directive (Leidraad Zorgplicht), the licenses of The Company as described in this Terms & Conditions, the applicable self-regulations, including but not limited to the Advertising Code for Games of Chance (Reclamecode voor de Kansspelen), the Dutch Advertising Code (Nederlandse Reclame Code), the Advertising Code for Social Media (branded content) (Reclamecode social media) and the Code of Conduct for Games of Chance (Gedragscode voor kansspelen) and in particular the Company Responsible Gaming Conditions, which describe, amongst others, the conditions under which expressions are permitted based on content, place and time and that expressions may not be directed at minors/young adults and/or vulnerable groups;

“Company”: Nederlandse Loterij Organisatie B.V. (“NLO”), a Dutch limited liability company with Chamber of Commerce registration number 65691288, with registered address at Laan van Hoornwijck 55, 2289 DG Rijswijk, the Netherlands. Forming part of a group of companies under the umbrella name “Nederlandse Loterij”, whereas the “Nederlandse Loterij” offers gaming activities, amongst others under the brand “TOTO”;

“Competitor” means any entity in the gaming, betting or gambling sector, or has any interest in the gaming, betting or gambling sector in the Netherlands;

“Confidential Information” includes all information, in whatever medium, relating to the trade secrets, operations, processes, plans, intentions, technical data, product information, know-how, designs, market opportunities, transactions, affairs or business of the Company or its customers, clients, suppliers, holding companies or subsidiaries; all information relating to the Marketing Materials; the terms or subject matter of this Terms & Conditions; and the negotiations relating to this Terms & Conditions;

“Control” means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting securities of a person or entity, or the right to receive more than fifty percent (50%) of the profits or earnings of a person or entity, or the right to control the policy decisions of a person or entity;

“End User” means a person who is registered at the Company’s websites to be able to access the games of chance provided by the Company;

“End User Tracking Code” a unique code created by the Company linked to an End User if an End User has registered within the Active Time of the Tracking Code;

“General Conditions” General Conditions of Purchase of Nederlandse Loterij Organisatie B.V., filed with the Chamber of Commerce under number 65691288;

“Gross Gaming Revenue” the total amount of all End User wagers on the Company games of chance less the total of all sums paid as winnings to End Users in any given period;

“Net Gaming Revenue” means the total GGR in the relevant calendar month less (i) applicable betting taxes; (ii) fees imposed by the Netherlands Gambling Authority and/or the Ministry of Justice and Security; (iii) promotions issued to the End User by the Company within the given month (provided always that the End User has fully earned or otherwise met the wagering requirements for such bonus and promotional funds in such month) and (iv) administration costs;

“Company Marketing Material” the marketing material provided by the Company through the the Company Website for the Affiliate to be used for the Services

“Company Website” the website via which the Company Marketing Material will be distributed, currently https://partner.nederlandseloterij.nl/;

“Reward Plan” The basis on which the remuneration is calculated as set forth in Annex V;

“Services” Affiliate marketing services;

“Terms & Conditions” Meaning these general terms & conditions for affiliate marketing services.

“Tracking Code” a unique tracking code created by the Company assigned to the Affiliate that will be linked to the Company Marketing Material

“Work Instruction Process”  The obligations for Affiliate as set forth in the document called “Work Instruction Process” as may be amended from time to time and will be available in the most recent version on the Company Website or can be requested from the Company.

In further Annexes to these Terms & Conditions, additional defined terms will have the meaning attributed to those terms in the respective Annex.

• In this Terms & Conditions, unless the context requires otherwise, all references to:
  • this Terms & Conditions includes its Annexes (as amended from time to time in accordance with this Terms & Conditions) that form part of this Terms & Conditions for all purposes;
  • wherever the words “shall”, “ensure”, “must”, “warrants”, “represents”, “guarantees” are used, an obligation to provide a certain result (resultaatsverbintenis) is implied.
• If there is any discrepancy between an English language word or series of words and a Dutch language word or series of words used to clarify the English language word or series of words, then, to the extent of such discrepancy only, the meaning of the Dutch language word or series of words will prevail.
• The headings contained in the Terms & Conditions will have no effect on its interpretation.
• Except where the Terms & Conditions provide otherwise, the rights and remedies provided to the parties in the Terms & Conditions are in addition to, and do not exclude or limit, any right or remedy provided by law or by any Terms & Conditions between the parties.

• APPLICABILITY - PURPOSE AND PRIORITY OF DOCUMENTS
  • The Terms & Conditions govern all Services provided by Affiliate to the Company. By registering at the Company Website the Affiliate accepts and acknowledges that these Terms & Conditions apply and, together with its annexes, construe the agreement for the provision of the Services from the Affiliate to the Company.
  • The Company may at its sole discretion accept or decline any subscription of an Affiliate at the Company Website. After the submission of the registration form, the Company will run a verification of the Affiliate identity based on the information provided by the Affiliate and by obtaining further information from public and other data sources. The Affiliate agrees to provide the Company with any supporting documents, which the Company may further request, both during the registration process and on an on-going basis as required, for the purposes of customer due diligence. Supporting documents required may include (but are not limited to), any or all of the following: a copy of the company’s certificate of incorporation; register of members & shareholders, articles of association (or equivalent document); duly approved corporate resolution; certificate of good standing; power of attorney; and information regarding the identity of the beneficial owners and directors of the company.
  • The applicability of any general conditions used by or on behalf of the Affiliate is expressly excluded.
  • Both parties subscribe to the following objectives (in no particular order):
    • acquire new customers for TOTO in conformity with the Company’s Responsible Gaming policies, against a market competitive rate;
    • work with several partners of TOTO and work in such a way that these relations retain good professional relationships;
    • increase business value within the partnership and lower the corresponding risks at the same time;
    • ensure an excellent experience for the Company's prospects;
    • deliver stable, cost-effective Services that meet and preferably exceed service level requirements;
    • be responsive to changes in the Company’s business environment where timely execution of changes is expected regarding e.g. service and volumes;
    • stay in line with current and proven technologies;
    • be proactive in proposing product/service roadmaps and any options; and
    • provide commercially attractive payment terms,

which objectives shall take precedence in resolving any ambiguity. The objectives set out in this clause will not be interpreted as independent obligations of the Company or Affiliate.

• If there is a conflict or inconsistency between any of the documents forming this Terms & Conditions, these documents will be interpreted with the following order of priority, except where the lower ranked document deviates from a higher ranked document explicitly, with reference to the provision from which the deviation is intended (in which event such explicit deviation prevails):
  • the main body of these Terms & Conditions;
  • Annex I: Generals Conditions of Purchase Nederlandse Loterij Organisatie;
  • Annex II; Work Instruction Process;
  • Annex III: Responsible Gaming Policy;
  • Annex IV: Quality Requirements;
  • Annex V: Reward Plan;
  • any other Schedule, where a lower numbered Schedule will have priority over a higher numbered Schedule;
• If there is a conflict or inconsistency between any of the documents forming an Appendix, an Appendix will have priority over its Annexes and a lower numbered Annex will have priority over a higher numbered Annex.

• GENERAL - SCOPE
  • Affiliate understands and acknowledges that:
• NLO is part of the Nederlandse Loterij B.V. group, a state-owned company with a public interest, and acts as a provider of games of chance which ensures a legal, responsible, reliable and controllable supply of games of chance;
• the fact that NLO and its group operates under strict government supervision under applicable gaming laws and regulations, and is obliged to comply to Applicable Law, with requirements laid down in its licenses and amongst others in the Dutch (Remote) Gaming Act (Wet op de Kansspelen), the Media Act (Mediawet); Decree and Regulation on the Acquisition, Advertising and Addiction Prevention of Games of Chance (Besluit en regeling werving, reclame en verslavingspreventie kansspelen), Guide to the Advertising of Games of Chance (Leidraad reclame voor kansspelen), the Dutch Advertising Code (Nederlandse Reclame Code) and in particular the Company Responsible Gaming Conditions, which describe, amongst others, the conditions under which expressions are permitted based on content, place and time and that expressions may not be directed at minors/young adults and/or vulnerable groups, and;
• the fact that the Services under this Agreement will generally be regarded as 'advertising' within the meaning of Applicable Law and regulations including self-regulation.
  • Affiliate will provide the Services to the Company as set forth in this Terms & Conditions and more specific in this clause.
  • the Company will assign a unique tracking code to the Affiliate (“Tracking Code”).
  • the Company will link the Tracking Code to the Company Marketing Material that Affiliate uses in accordance with clause 4 of this Terms & Conditions.
  • On the basis of End Users, linked to the Affiliate with the Tracking Code, registering at the Company’s Websites and generating turnover, remuneration will be determined in accordance with clause 5 – “Remuneration and payment terms”.

• USE OF MARKETING MATERIALS
  • Affiliate is obligated to use the Company Marketing Material on its Affiliate Website as described in Annex II – the document called Work Instruction Process, as may be amended from time to time at the sole discretion of the Company, and the most recent version will be available on the Company Website or can be requested from the Company. Affiliate warrants that it complies with the Work Instruction Process.
  • Affiliate is obligated to use the Company Marketing Material that the Company has made (non-exclusively) available for Affiliate on the Company
  • Affiliate is aware that the content of the Company Marketing Material changes regularly, especially with regard to the Company Marketing Materials that contain odd-settings with regard to live-betting. Therefore Affiliate warrants that the Company Marketing Material that it uses is always up to date.

• REMUNERATION AND PAYMENT TERMS
  • The Tracking Code will be active for fourteen (14) days (“Active Time”) after an End User clicked on the Company Marketing Material on Affiliate’s Website.
  • If an End User registers at the Company’s Websites for the brand TOTO within the Active Time based on the last-click principle, the Company will create a unique End User tracking code (“End User Tracking Code”) linked to the Affiliate. the Company will administrate the revenue generated by the End User.
  • Affiliate is entitled to remuneration on the basis of new End Users registered within the Active Time at the Company’s Website base on the last-click principle and, for a further determined period thereafter, a percentage of the Net Gaming Revenue generated by the End User according to the Reward Plan (Annex V).
  • Company and Affiliate can agree in writing that Affiliate is obligated to deliver at least a specified number of End Users per month in accordance with clause 5.3. If such agreement is in place, Affiliate is obligated and committed to deliver at least that specified number.
  • The Company shall at all times be entitled to change the remuneration and payment conditions, as described in Annex V, with a written notification (e-mail sufficing) of three (3) working days to Affiliate.
  • The Company may, at its sole discretion, accept or reject End Users wanting to register at the Company’s Websites and/or play with the Company’s games of chance.
  • For the avoidance of doubt, the Company is bound to Applicable Law with regard to amongst others the acceptance and registration of new End Users and the allowance of End Users to play games of chance at the Company’s Websites.
  • The Company shall provide the Affiliate with remuneration statements accessible through its account at https://partner.nederlandseloterij.nl/. All amounts mentioned are exclusive of VAT. The data in the relevant systems of the Company are decisive for the remuneration. The Company shall use reasonable endeavours to update the statements daily. At the beginning of each calendar month, the Company shall record the Affiliate’s total remuneration during the previous calendar month. If the remuneration does not exceed 100 Euros, the Company shall be entitled to withhold and carry forward the remuneration until the total accrued remuneration exceeds 100 Euros.
  • Unless otherwise agreed, payment of the remuneration corresponding to the total remuneration for a calendar month will be made by the Company through a third party (currently Skrill Limited) to Affiliate within 30 days after the beginning of each calendar month. If the Company fails to pay on time, it will only be in default after the Affiliate has sent a notice of default giving the Company a reasonable period of at least 14 days to pay. Exceeding a payment term does not give the Affiliate the right to suspend performance of the Terms & Conditions.
  • If the Affiliate believes that (part of) a remuneration statement is incorrect, it will report this to the Company within the payment term. If Affiliate does not timely report any possible incorrection, the remuneration statement will be undisputed. If the Affiliate timely reports to the Company, The Company's payment obligation will be suspended until the Company has investigated the remuneration statement and the Parties have reached agreement. If an agreement has been reached that the dispute was unjustified, the Company will pay the due part of the invoice in question as soon as possible. If it transpires that the dispute was justified, the Company will adjust the remuneration statement accordingly.
  • Without prejudice to any other rights or remedies available to the Company under this Terms & Conditions or otherwise, if and for as long as the Affiliate is in breach of this Terms & Conditions, for the avoidance of doubt without any further notice of default being required, it is not entitled to any remuneration.
  • Without prejudice to any other rights or remedies available to the Company under this Terms & Conditions or otherwise the Company shall be entitled to set off any payments (with the exclusion of article 6:136 Dutch Civil Code) payable by the Company to the Affiliate hereunder, against any liability to the Company or any claims the Company has against the Affiliate resulting from or arising from, the Affiliate breaching this Terms & Conditions.

• COMPLIANCE AND AUDIT RIGHTS
  • Affiliate warrants that it complies with Applicable Law and in particular with the standards and obligations as set forth in Annexes II - III - IV.  
  • For the avoidance of doubt, Affiliate may only use The Company Marketing Materials if and insofar Affiliate and its websites comply with clause 1.
  • Affiliate warrants that any Affiliate Website is not aimed at vulnerable groups, such as amongst others minors and young adults. In addition Affiliate warrants that at least 75% of the visitors of any Affiliate Website is 24 years and older.
  • In addition the Company works with a list of websites, accessible via the Company Website, via which providing the Services is allowed (“Whitelist”). If a website is not on the Whitelist, Affiliate is only allowed to use that website to provide Services after prior written approval by, and at the sole discretion of the Company. The Whitelist is only a ‘snapshot’ and therefore the Affiliate is never relieved of the obligations and warranties as set forth in this clause, meaning that Affiliate is amongst others always responsible to ensure and warrant that any Affiliate Website is not aimed at vulnerable groups, such as amongst others minors and young adults and the warranty that at least 75% of the visitors of any Affiliate Website is 24 years and older
  • Affiliate warrants that any Affiliate Website is not aimed at children, promotes violence, includes pornographic or narcotic material, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates intellectual property rights.
  • In addition to other warranties mentioned in this Terms & Conditions, and for the avoidance of doubt, Affiliate warrants when providing the Services, that the Affiliate shall not:

(i)             Portray, condone or encourage gambling behavior that is socially irresponsible or could lead to          financial social or emotional harm;

(ii)           Exploit the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of children young persons or other vulnerable persons;

(iii)          Suggest that gambling can provide an escape from personal, professional, financial or educational depression;

(iv)         Suggest that gambling can be a solution to financial concerns, an alternative to employment, or a way to achieve financial security;

(v)           Portray gambling as indispensable or as taking priority in life; for example, over family, friends or educational commitments;

(vi)         Suggest that gambling can enhance personal qualities; for example, that it can improve self-image or self-esteem, or is a way to gain control, superiority, recognition or admiration;

(vii)        Suggest peer pressure to gamble, nor disparage abstention;

(viii)       Link gambling to seduction, sexual success, or enhanced attractiveness;

(ix)         Portray gambling in a context of toughness, or link it to resilience or recklessness;

(x)           Suggest gambling is a rite of passage;

(xi)         Suggest that solitary gambling is preferable to social gambling;

(xii)        Be likely to be of particular appeal to minors, especially by reflecting or being associated with youth culture;

(xiii)       Include a child or young person. No-one under 25 years old may be portrayed gambling or play a significant role;

(xiv)       Exploit cultural beliefs or traditions about gambling or luck;

(xv)        Condone or encourage criminal or anti-social behavior.

(xvi)       Use means such as, but not limited to spyware, adware, malware, robots, forced clicks, automatic openings, automatic cookie dropping, or cookie stuffing.

• If Affiliate Website otherwise, considered by The Company at its sole discretion, brings The Company into disrepute or prejudice the interests of The Company in any way it is considered unsuitable and constitutes a breach of this Terms & Conditions.
• Affiliate shall comply with any written instructions given by The Company for the purposes of The Company’s compliance with Applicable Law, ordinances and regulations applicable to the Services and/or receipt of the Services, provided that The Company shall act reasonably in considering any request.
• The Affiliate grants The Company or its authorized representatives the right during the term of this agreement and for a period of two (2) calendar years thereafter, to access and audit such relevant accounts, records and licenses, and to determine the compliance of the Affiliate with its obligations under this Terms & Conditions. Any such audit will be subject to reasonable prior notice to the Affiliate and will be conducted during normal business hours unless otherwise agreed. In case of a major incident direct access is granted. The Affiliate will grant access to its premises and provide all reasonable assistance in relation to the conduct of any such audit carried out by or for The Company. The Company shall be responsible for all costs, unless the audit report includes material shortcomings, in which case the costs will be borne by the Affiliate. If any audit report indicates that the Affiliate is not in compliance with any applicable legislation, audit, or other requirement applicable to the Affiliate in the context of this Terms & Conditions, the Affiliate shall take prompt actions to comply with such requirement.
• Affiliate acknowledges that under Applicable Law, The Company Group is obligated to inform the Gaming Authority immediately - but in any case within 72 hours - about all situations that could damage consumer confidence in The Company's games of chance. Affiliate will therefore immediately inform The Company of (a suspicion of) situations that could damage consumer confidence in The Company's games of chance. This includes situations arising from or related to the implementation of this Terms & Conditions, such as the (unintentional) directing of commercial communications to minors. The involvement of Affiliate in an investigation for example in connection with money laundering, embezzlement or fraud or (expected) media coverage of Affiliate’s involvement in suspected criminal offenses other violations of the law, give cause to notify The Company

• LICENSE - INTELLECTUAL PROPERTY RIGHTS
  • For the duration of this Agreement and (only) for the proper performance of the Services, The Company grants the Affiliate a non-exclusive, non-transferable and non-objectionable - without the right to sublicense - license to use the Company Marketing Materials.
  • Nothing shall operate to transfer any interest or ownership of intellectual property and the Affiliate shall only use the intellectual property for proper performance of the Services.
  • Upon termination of this agreement, Affiliate shall return to The Company all proprietary material or information and, as the case may be, destroy in a manner acceptable to The Company all remaining copies of the same. Notwithstanding any disposition contrary to this Terms & Conditions, the Affiliate acknowledges that – upon such termination – it shall not keep a copy of the Content, the Database, Personal Data or Confidential Information, and may not exploit, directly or indirectly, The Company proprietary information, materials or works. On request of The Company the Affiliate will send a confirmation to The Company stating that all proprietary material or information has been deleted or destroyed.

• TERM AND TERMINATION
  • The agreement between Affiliate and the Company for the provision of the Services will come into effect after acceptance of an Affiliate by the Company at its sole discretion and shall remain into effect until terminated.
  • Either Party may suspend or dissolve this agreement upon written notice to the other Party if that Party:
• is in breach of this Terms & Conditions and fails to remedy such breach within the period of thirty (30) days from the date on which it is provided with written notice by the non-defaulting Party;
• fails generally to pay its debts when they become due;
• takes any actions (or have actions taken against it) in relation to bankruptcy, administration or dissolution;
• has any debtor taking steps towards possessing its assets;
• suspends or ceases to carry on any material part of its business or materially alters the nature of its business as conducted at the Effective Date.

• The Company may ats its option terminate or suspend this agreement without any further obligation or liability whatsoever with immediate effect upon written notice to the Affiliate if the Affiliate:

• is in breach of its obligations under clauses 6 – “compliance and audit rights”, 12 – “sub afilliates and/or transfer of rights” and/or 13 – “confidential information”;
• is acquired by: (a) any person or entity not having Control of it at the Effective Date; or (b) any Competitor;
• if it is apparent from the outcome of any audit as referred to in clause 6 that the Supplier is in breach of its obligations under these Conditions or under the Terms & Conditions.
  • The Company may terminate or suspend this agreement without any further obligation or liability whatsoever upon written notice with immediate effect to the Affiliate if The Company does not obtain the necessary permit or The Company’s requisite permit to provide games of chance in the Netherlands or the permit is expired or revoked or terminated for any reason.
  • The Company may terminate this agreement without any further reason and without any liability whatsoever upon written notice subject to a notice period of four (4) weeks.
  • The Affiliate may terminate this agreement without any further reason upon written notice subject to a notice period of four (4) weeks.

• DATA PROTECTION

Affiliate is the data controller within the meaning of the General Data Protection Regulation for the collection of personal data in connection with its activities under this agreement. Affiliate undertakes to fully comply with all applicable privacy laws and regulations in its activities under this agreement, including but not limited to the Dutch General Data Protection Regulation and shall indemnify the Company against all damages and/or costs of whatever nature in this respect.

• AMENDMENTS

The Company may unilaterally amend the provisions of these Terms & Conditions, including the Annex(es) and other provisions applicable. The Company will inform Affiliate of the changes in a timely manner via its website and applications or by any other appropriate means such as via the e-mail address registered by the Affiliate.

• LIMITATION OF LIABILITY
  • The Company is not liable for any damages (whether it is direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind including any loss of business, revenue, profits or data). However, nothing in this Terms & Conditions will operate to exclude or limit either Party's liability for death or personal injury arising as a result of that Party's gross negligence, willful misconduct or for fraud.
  • The Company's liability arising under this Terms & Conditions, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the remuneration payable to Affiliate in relation to the Affiliate Website that the dispute relates to over the previous three (3) months at the time that the event giving rise to the liability arises.
  • The Affiliate shall defend, indemnify and hold The Company and its officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) from third parties resulting or arising (directly or indirectly) from the Affiliate breaching the agreement and must reimburse to the Company any fines or penalties imposed by the authorities (including but not limited to Dutch Gaming Authority (“Kansspelautoriteit”)).
  • Without prejudice to any other rights or remedies available to the Company under the Terms & Conditions or otherwise, the Company shall be entitled to set off any payments otherwise payable by the Company to the Affiliate hereunder, against any liability to the Company, including any claims the Company has against the Affiliate resulting from or arising from, a breach of the Terms & Conditions.

• SUB AFFILIATES AND/OR TRANSFER OF RIGHTS
  • The Affiliate shall not, without the Company’s prior written consent, assign at law or in equity (including without limitation by way of a charge or declaration of trust), sublicense or deals related to this Terms & Conditions or any other rights under it, or subcontract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this article shall confer no rights on the purported assignee.
  • If and insofar the Company has given its prior written consent for the use of Sub-Affiliates, the Affiliate warrants that Sub-Affiliate complies with Applicable Law and the terms and conditions of this Terms & Conditions and Affiliate at all times remains fully responsible and liable for all Services performed and/or delivered by Sub-Affiliates.

• CONFIDENTIAL INFORMATION
  • Any information that Affiliate receives from the Company, such as but not limited to marketing plans, marketing concepts, structure and payments, is not to be disclosed by the Affiliate. This information is confidential and constitutes the Company's proprietary trade secrets. The Affiliate shall not disclose this information to third parties or use such information other than for the purposes of this Terms & Conditions without prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).

• PENALTY CLAUSE
  • If Affiliate is in breach of its obligations referred to in clauses 6, 12 and/or 13, without any further notice of default being required Affiliate shall forfeit an immediately payable penalty of € 25.000,- to be increased by €5,000 for each day that the breach continues. This penalty is explicitly not intended to replace compensation for damages as referred to in clause 11.3.

• GOVERNING LAW AND JURISDICTION
  • This Terms & Conditions will be construed in accordance with and governed by Dutch law (excluding its conflict of law rules). The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded. All disputes arising from or related to this Addendum will be settled by the competent court of The Hague, the Netherlands.

• MISCELANEOUS
  • The Affiliate is providing marketing services to the Company as an independent contractor. This Terms & Conditions does not intend to, nor constitutes a relationship of exclusivity, partnership, joint venture, employment, agency or franchise between the Parties. Neither Party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Terms & Conditions.
  • If any of the provisions of this Terms & Conditions shall be found by any authority to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Terms & Conditions which shall remain in full force and effect
  • Neither Party shall make any announcement relating to the terms of this Terms & Conditions nor its subject matter without the other Party´s prior written approval, except as required by law or by any legal or regulatory authority.

ANNEX I – GENERAL CONDITIONS OF PURCHASE NEDERLANDSE LOTERIJ ORGANISATIE B.V.

Separately attached

Annex II – WORK INSTRUCTION PROCESS

Separately attached

ANNEX III – RESPONSIBLE GAMING POLICY

the Company wants to contribute to a happy and healthy Netherlands by responsibly developing and offering leading games of chance. Consumers can participate in these games of chance at the Company in a safe and responsible manner, whereby the Company makes every effort to limit the possible negative consequences of participation in games of chance.

The following conditions apply to the provision and advertising of games of chance by the Company:

• The working procedures with regard to the Brand Safety measures are all mentioned in the Brand Safety Measures document. The latest version will be accessible via the Company Website or can be requested from the Company;
• The Affiliate is familiar with the content of the Code of Conduct and Advertising for Games of Chance and develops communications in accordance with this Code of Conduct. This can be found here: nederlandseloterij.nl/gedragscodes;
• The Affiliate is aware that only adults (18+) may participate in games of chance. Therefore any communication is always aimed at adults. It is therefore not permitted to include minors in communications, to create communications that are attractive to minors or to place communications in environments (online and/or physical) that are frequently visited by minors;
• Affiliate is aware that the Company may not target vulnerable groups. This includes risk or problem players, people with financial problems and/or people aged 18 to 24;
• The Affiliate is also aware that the Company targets so-called 'recreational players': consumers who have control over their gaming behaviour and enjoy the occasional game of chance.
• In connection with the previous bullet: Advertisements must suggest a realistic depiction of the product. This means, among other things, that it is not suggested that participation in games of chance is a solution to personal problems, such as, for example, debts. Also, messages shall not be shown in such physical or online environments.
• Every manifestation states:
  • “Wat kost gokken jou? Stop op Tijd” (“What does gambling cost you? Stop on Time”)
  • 18+;
  • the url of the game of chance concerned
• No communications will be developed, printed and/or distributed without the express written consent of the Company, including by e-mail

ANNEX IV - Quality Requirements

These Quality Requirements are intended as further guidelines from the Company for the interpretation of the Affiliate's obligation to comply with its obligations under the Terms & Conditions and with the applicable laws and regulations. These Quality Requirements do not replace the obligations ensuing from the Terms & Conditions; they are intended as a supplement and further explanation of what must be complied with in any event. An Affiliate shall ensure that the Services in any event comply with the Quality Requirements set out below.

General requirement

When developing and performing Services, the Affiliate will at all times take account of the nature of THE COMPANY's services and its social position (see also Annex III: Responsible Gaming Policy). This shall apply without prejudice to Services performed by Sub-lead suppliers.

Requirements for fair advertising and transparency

• The identity of the (sub) Affiliate is recognisable and its relationship to the Company is clear;
• The main features (price/benefit, method and conditions of participation) of a win are clear and complete;
• Participants are not misled, for example, as a result of formatting, incomplete information and/or the exertion of improper (time) pressure.

Requirements for the security of the Affiliate Website

The Affiliate website is secured by a valid SSL certificate from a recognised publisher.

Requirements regarding the use of cookies on the Affiliate website

• It is clear which cookies are used for which purposes;
• In accordance with the Telecommunications Act, participants are informed about the use of cookies;
• In accordance with the applicable legal requirements, permission to place cookies is obtained in a proper manner.

Requirements for the use of the Company Marketing Material

With regard to all use of the Company Marketing Material related to Services, the following conditions apply in any case:

• Messages are not placed or shown in environments that are visited by minors;
• Messages will not be placed or shown in environments where more than 5% of the visitors are under 24;
• Messages do not include minors nor do they create Messages that are attractive to minors.
• Messages will never be directed at vulnerable population groups, such as (potential) gambling addicts.
• Communications are never related to or connected in any way with alcoholic beverages.
• Each Expression will state: “Wat kost gokken jou? Stop op Tijd” (“What does gambling cost you? Stop on Time”),
• 18+ and the url to the relevant game of chance of THE COMPANY, such as www.toto.nl;

ANNEX V – Reward Plan

1. In accordance with clause 5 remuneration is based on End Users registering at the Company’s websites for the brand TOTO within the Active Time based on the last-click principle.
2. Remuneration is based on a Net Gaming Revenue percentage in tiers. Every calendar month the Company will determine the number of qualifying End Users per calendar month and the corresponding revenue share tier. As a consequence the revenue share tier can vary every calendar month and will apply to all End Users attributed to the Affiliate.
3. An End User qualifies to be attributed to the Affiliate if and End User registers at website for the brand TOTO Sport and/or TOTO Casino within the Active Time and deposits and wagers at least € 20,-.
4. The Net Gaming revenue share tiers are as follows:

5. If an Affiliate does not refer any qualifying End User during a period of two (2) consecutive months, the Company reserves the right to reduce the remuneration to a 10% Net Gaming Revenue share until at least one End User is attributed to Affiliate in accordance with the above.
6. In accordance with clause 5.5 of the Terms and Conditions the Company may always unilaterally amend the remuneration. Affiliate has the right to terminate the Agreement within ten (10) days after such notification is received. The Company will in any case amend remuneration if Affiliate makes significantly less effort to refer End User to the Company.
7. Affiliate will no longer be entitled to any payment whatsoever when the Agreement has been terminated in accordance with the Terms & Conditions.