This Referral Terms & Conditions Agreement (the "Agreement") is made by and between BLOOMBERRY RESORTS AND HOTELS, INC., a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at The Executive Offices, Solaire Resort - Entertainment City, Brgy. Tambo, Parañaque City 1701, operating the FUNaloMAX online gaming platform and the FUNalo.Partners Referral Program (the "Company", "we", "us", or "our"), and the approved Referrer participating in the Referral Program (the "Referrer", "you", or "your"). The Company and the Referrer may be referred to individually as a "Party" and collectively as the "Parties".

By registering for, accessing, or participating in the Referral Program, creating or using a Referrer Account, clicking an acceptance checkbox, using Referral Links, accessing marketing tools, or receiving Referral Credits, you confirm that you have read, understood, and agreed to be bound by this Agreement, the Company privacy notice, applicable campaign terms, and any written instructions issued by the Company.

1. Introductory Provisions

1.1.  This Agreement governs the Referrer's promotion of the Brands and Company Websites for the purpose of referring eligible users to register, deposit, and play on the Company Websites in accordance with applicable law, regulation, Company policies, and this Agreement.

1.2.  The Company may update, amend, or replace this Agreement for legal, regulatory, operational, commercial, or risk-control reasons. Unless immediate change is required by law, regulator, security concern, fraud risk, or platform policy, the Company will publish or notify active Referrers of material changes at least ten (10) calendar days before such changes take effect. Continued participation after the effective date of the updated Agreement constitutes acceptance of the updated Agreement.

1.3.  If the Referrer does not agree with an updated Agreement, the Referrer must stop participating in the Referral Program and may terminate this Agreement in accordance with Section 13.

1.4.  This Agreement is non-exclusive. Nothing in this Agreement prevents the Company from appointing other referrers, partners, agencies, or media suppliers, or prevents the Referrer from promoting other brands, provided that the Referrer continues to comply with this Agreement and does not create any conflict, misuse of Confidential Information, infringement, or reputational risk to the Company.

1.5.  Any campaign insertion order, offer sheet, rate card, written approval, or special commercial arrangement approved by the Company forms part of this Agreement. In case of conflict, the stricter compliance requirement will apply, and the commercial terms specifically approved in writing for the relevant campaign will prevail only for that campaign.

2. Definitions

2.1.  Advertisement / Marketing Materials means Banners, links, reviews, landing pages, social posts, captions, videos, emails, SMS, messaging-app content, paid ads, display ads, push notifications, or any other creative or promotional material used to attract users to the Company Websites.

2.2.  Referrer means An individual or legal entity approved by the Company to participate in the Referral Program.

2.3.  Referrer Account means The non-transferable account created in the FUNalo.Partners Referral Portal or other Company-approved platform for accessing Referral Links, reports, Marketing Materials, and Referral Credit information.

2.4.  Referral Links means Tracking hyperlinks, URLs, deep links, QR codess, promo identifiers, click IDs, sub IDs, UTM parameters, or other tracking tools provided or approved by the Company to attribute traffic and conversions.

2.5.  Referral Program means The FUNalo.Partners program through which approved Referrers promote the Brands and Company Websites in exchange for Referral Credits, subject to this Agreement and the applicable commercial model.

2.6.  Referrer Site means Any website, mobile site, app, social media account, community, channel, page, media inventory, database, or other traffic source owned, controlled, operated, used, or disclosed by the Referrer for the Referral Program.

2.7.  Approved Channels means Traffic sources and marketing channels approved by the Company in writing or made available in the Referral Portal. Any channel not expressly approved may be rejected by the Company.

2.8.  Baseline means The minimum deposit amount, wagering/activity requirement, KYC status, validation condition, or other threshold that must be met before Referral Credits under CPA, CPL, Hybrid, Revenue Share, or another commercial model become payable.

2.9.  Bonus Costs means Costs of bonuses, free credits, free spins, cashback, rebates, loyalty rewards, incentives, or promotional value that are granted to or converted into real money by Referred Customers, as determined by the Company.

2.10. Brands means FUNaloMAX, FUNalo.Partners, FUNalo, and any other brands, trade names, logos, marks, slogans, product names, or assets owned, licensed, operated, or authorized by the Company.

2.11. Referral Credits means The credits, rewards, monetary consideration, or other value payable or creditable to the Referrer under the applicable commercial model after Company validation, deductions, and compliance review.

2.12. Company Websites means The websites, mobile sites, applications, progressive web applications, landing pages, player portals, and related online properties operated or authorized under the Brands.

2.13. Confidential Information means Any non-public information relating to the Company, Brands, business plans, financial affairs, revenue, margins, customers, patrons, VIP lists, employees, suppliers, contracts, systems,

2.14. products, platform data, reports, traffic data, marketing methods, commercial terms, or any information obtained or developed by the Referrer in connection with the Referral Program.

2.15. CPA / Cost Per Action means A commercial model where the Company grants an agreed amount of Referral Credits for each Qualified Customer or other approved action that satisfies the applicable Baseline and validation requirements.

2.16. Data Privacy Laws means Republic Act No. 10173, or the Data Privacy Act of 2012, its implementing rules and regulations, National Privacy Commission issuances, and any other privacy, data protection, direct marketing, anti-spam, or electronic communications rules applicable to the Parties.

2.17. Fraud / Invalid Traffic means Any intentional, reckless, artificial, deceptive, non-compliant, or abusive conduct intended to generate clicks, registrations, deposits, Referral Credits, or other benefit improperly, including multi-accounting, bonus abuse, bots, click fraud, cookie stuffing, fake leads, self-referrals, collusion, or prohibited incentives.

2.18. FTD / New Customer means A first-time depositing customer who registers on the Company Websites through a valid Referral Link and makes a first deposit, provided that the customer has not previously held an account with the Company Websites or Brands, unless the Company confirms otherwise in writing.

2.19. Good Industry Practice means The standard of skill, care, diligence, prudence, transparency, compliance, and professional conduct reasonably expected from experienced digital marketing and traffic acquisition service providers in comparable circumstances.

2.20. Gross Gaming Revenue / GGR is the total amount wagered minus the total amount won by players. It represents gaming revenue before taxes, bonus costs, and other applicable fees are deducted.

2.21. Hybrid Model means A commercial model combining elements of CPA and Revenue Share, subject to specific written terms approved by the Company.

2.22. Intellectual Property Rights means All trademarks, service marks, trade names, logos, copyrights, designs, domains, database rights, know-how, business names, slogans, patents, applications, renewals, extensions, and all similar rights whether registered or unregistered.

2.23.  Material Breach means Any breach of this Agreement, applicable law, regulation, Company policy, Brand guideline, data privacy obligation, anti-fraud rule, or any act of fraud, dishonesty, bad faith, gross negligence, willful misconduct, or conduct that may expose the Company to legal, regulatory, commercial, or reputational risk.

2.24. Operational Deductions means Fixed or variable costs deducted in calculating Reported NGR, including payment processing fees, administrative costs, platform fees, chargebacks, reversals, fraud costs, system/provider fees, and other operating deductions determined by the Company.

2.25.  Personal Data means Personal information, sensitive personal information, privileged information, or any data relating to an identified or identifiable natural person, as defined under applicable Data Privacy Laws.

2.26. Qualified Customer means A Referred Customer who satisfies the applicable Baseline, is verified by the Company, passes applicable KYC, age, eligibility, risk, anti-fraud, and compliance checks, and is not excluded by this Agreement.

2.27. Referred Customer means A user who accesses the Company Websites through a valid Referral Link and registers or transacts on the Company Websites.

2.28. Reported NGR means The Referral Credit calculation base calculated as GGR minus Total Taxes, Operational Deductions, Bonus Costs, and any other deductions approved under this Agreement or the applicable commercial terms.

2.29. Revenue Share means A commercial model where the Referrer receives an agreed percentage of Reported NGR generated by Qualified Customers during the Settlement Period.

2.30.  Settlement Period means A calendar month beginning at 12:00:00 AM on the first day and ending at 11:59:59 PM on the last day of the month, Philippine Standard Time (UTC+8), unless the Company specifies another reporting period in writing.

2.31. Spam / Unsolicited Advertisement means Any unauthorized, unlawful, misleading, offensive, non-consensual, or non-compliant advertisement, including email, SMS, messaging-app, push, social, or other communication sent without required consent or lawful basis.

2.32. Subcontractor means Any sub-referrer, media buyer, publisher, influencer, agency, vendor, network, contractor, or third party engaged by the Referrer to perform any part of the Services.

3. Enrollment, Eligibility, and Verification

3.1.  To participate, the Referrer must apply through the FUNalo.Partners Referral Portal at my.FUNalo.Partners/affiliate. The Referrer Account is used to access Referral Links, approved materials, reporting, Referral Credit information, notices, and other Referral Program tools.

3.2.  The Referrer must provide complete, accurate, current, and verifiable information during onboarding and throughout the term of this Agreement. Required information may include full legal name, date of birth, nationality, address, mobile number, email address, proof of address, tax information, bank or payout details, business registration documents, authorized representative details, beneficial ownership information, Referrer Site details, traffic sources, and other documents reasonably required for KYC, due diligence, regulatory, and compliance purposes.

3.3.  The Company may approve, reject, suspend, or re-verify any Referrer at its discretion. Approval of a Referrer does not guarantee approval of any traffic source, creative, Subcontractor, channel, or campaign.

3.4.  The Referrer, and where applicable its authorized representative, must meet all eligibility requirements required by the Company and applicable law, including the following:

a.       must be at least twenty-one (21) years old;

b.       must not be a person prohibited, restricted, excluded, or banned from gaming participation or gaming-related activities under applicable law, PAGCOR rules, Company policy, or any applicable exclusion or restricted-person database;

c.        must not be a government official or employee, member of the Armed Forces of the Philippines, member of the Philippine National Police, Gaming Employment License holder, or any other person whose participation may be restricted by law, regulation, Company policy, or regulator guidance;

d.       must not hold any gaming license, vendor authorization, employment status, agency relationship, or other interest that may create conflict, regulatory concern, or reputational risk, unless disclosed and approved in writing by the Company;

e.       must not have any known record, pending investigation, sanction, or involvement that may reasonably expose the Company to legal, regulatory, commercial, fraud, data privacy, AML, responsible gaming, or reputational risk; and

f.         must be capable of entering into and performing this Agreement.

3.5.  Referrer Accounts are non-transferable. The Referrer may not open, manage, share, sell, assign, or operate a Referrer Account on behalf of another person or entity without prior written approval from the Company.

3.6.  Unless approved in writing, the Referrer may maintain only one Referrer Account. The Referrer must not create a new account if a previous account was rejected, suspended, or terminated for breach, fraud, or compliance concerns.

3.7.  The Referrer is responsible for safeguarding account credentials and is responsible for all activity under the Referrer Account, whether authorized or unauthorized. The Referrer must notify the Company immediately of any suspected unauthorized access, credential compromise, or misuse.

4. Services and Referral Program Models

4.1.  The Referrer shall provide digital marketing, referral, and traffic acquisition services to promote the Brands and direct potential Referred Customers to the Company Websites using only approved Referral Links, Approved Channels, and approved Marketing Materials.

4.2.  The available commercial models may include one or more of the following, but only if offered by the Company and agreed in writing through the Referral Portal, email, insertion order, rate card, or other approved written communication:

4.3.  All commercial rates, Baselines, Approved Channels, payout caps, validation criteria, and special conditions must be approved in writing by the Company. The Company may withhold payment for any action or customer that does not meet the applicable written terms.

4.4.  The Referrer may engage Subcontractors only with prior written approval from the Company. The Referrer remains fully responsible and liable for all acts, omissions, traffic, creatives, data processing, violations, and non-compliance of its Subcontractors as if they were the Referrer's own acts or omissions.

4.5.  The Referrer shall, upon the Company's request and at its sole discretion, disclose all Referrer Sites, traffic sources, media-buying accounts, Subcontractors, and marketing methods. The Company reserves the right to reject, suspend, or terminate any traffic source, channel, placement, or marketing method at any time.

4.6.  Unless otherwise approved in writing, traffic must be limited to the Philippines. The Referrer must use reasonable controls, including geo-targeting, IP-geolocation, placement restrictions, and audience exclusions, to prevent traffic from prohibited or unapproved territories.

5. Referrer Obligations

5.1.  The Referrer shall:

a.       provide the Services diligently, honestly, transparently, in good faith, and in accordance with Good Industry Practice;

b.       comply with all applicable laws, rules, regulations, platform policies, advertising standards, PAGCOR-related requirements, Data Privacy Laws, and Company instructions;

c.        operate Referrer Sites under the Referrer's own name and at the Referrer's own expense;

d.       ensure that all Referrer Sites, content, links, disclosures, privacy notices, consent mechanisms, and data collection practices are lawful, accurate, secure, and up to date;

e.       use only Referral Links and Marketing Materials provided or approved by the Company;

f.         secure prior written approval before modifying Company-provided Marketing Materials, creating custom materials, launching paid media, using email/SMS/messaging-app campaigns, or engaging any Subcontractor;

g.       provide reports, screenshots, source disclosures, click logs, campaign IDs, placement details, and other supporting information upon Company request;

h.       promptly notify the Company of any regulatory inquiry, complaint, suspected fraud, player issue, data incident, misuse of the Brands, or actual or suspected breach of this Agreement;

i.         cooperate with Company investigations, audits, responsible gaming reviews, data privacy requests, and regulatory requests; and

j.         maintain accurate records relating to Services, traffic, approvals, consents, and Subcontractors for at least one (1) year after the relevant activity, or longer if required by law or Company notice.

6. Marketing Standards and Prohibited Activities

6.1.  All Marketing Materials must be truthful, clear, responsible, compliant, and consistent with the Company’s latest Brand, compliance, responsible gaming, and promotional guidelines. The Referrer must not publish any custom creative, campaign claim, promotional offer, bonus, incentive, or product statement without prior Company approval.

6.2.  Referrer marketing must not target, appeal to, or be directed at minors, persons under twenty-one (21) years old, persons listed in any exclusion or restricted-person database, persons showing signs of gambling harm, self-excluded individuals, financially distressed individuals, or other vulnerable individuals as determined by law, regulator guidance, platform policy, or Company policy.

6.3.  The Referrer must not publish or distribute any content that:

a.       is illegal, false, deceptive, misleading, abusive, derogatory, defamatory, obscene, indecent, sexually explicit, threatening, harassing, racist, sexist, discriminatory, hateful, violent, politically inflammatory, or otherwise offensive;

b.       promotes illegal drugs, illegal activities, criminal conduct, violence, hate speech, discrimination, terrorism, self-harm, or unlawful gambling;

c.        contains malware, spyware, viruses, logic bombs, tracking manipulation, hidden redirects, forced clicks, cookie stuffing, or any harmful code;

d.       infringes third-party Intellectual Property Rights, privacy rights, publicity rights, or contractual rights;

e.       uses Company marks, Solaire-related marks, celebrity likeness, employee likeness, influencer content, customer testimonials, regulatory seals, or third-party logos without proper approval;

f.         states or implies that gambling is risk-free, a source of income, a solution to financial problems, guaranteed to win, endorsed by government, or suitable for minors; or

g.       fails to include required 21+, responsible gaming, licensing, promo mechanics, or other mandatory disclosures instructed by the Company.

6.4.  The Referrer shall not:

a.       register, deposit, play, or attempt to qualify as a New Customer through the Referrer's own links;

b.       refer immediate family members, spouses, partners, housemates, employees, agents, directors, shareholders, beneficial owners, or related parties for the purpose of generating Referral Credits, unless expressly approved by the Company;

c.        use bots, scripts, emulators, automated tools, artificial traffic, fake accounts, click farms, incentivized click schemes, multi-accounting, VPN abuse, device spoofing, cookie stuffing, or any other manipulation;

d.       offer money, prizes, rebates, side payments, unauthorized bonuses, or other incentives for clicking, registering, depositing, or wagering unless the incentive is expressly provided or approved by the Company;

e.       misrepresent bonus terms, wagering requirements, payout timelines, eligibility rules, licensing status, product availability, or the Referrer's relationship with the Company;

f.         send email, SMS, push notifications, Viber, WhatsApp, Telegram, Messenger, or other direct messages without prior written approval and valid consent/lawful basis;

g.       use Spam, scraped databases, purchased contact lists, harvested mobile numbers, or any data source that cannot be lawfully documented;

h.       create, buy, bid on, register, or use domains, handles, pages, groups, apps, ads, keywords, meta tags, or SEO content that impersonate the Company or use prohibited keywords except as approved in writing;

i.         bid on Brand terms, competitor-protection terms, or restricted paid-search keywords listed in Appendix A, including misspellings or combinations, unless approved in writing;

j.         change, amend, shorten, cloak, redirect, mask, or alter a Referral Link in a way that modifies the protocol, domain, path, click ID, UTM, tracking identifier, or attribution logic without Company approval;

k.        interfere with or attempt to interfere with the proper functioning, security, tracking, reporting, or player experience of the Company Websites or Referral Portal;

l.         represent that the Referrer is the Company, an official operator, an employee, a regulator, or authorized to bind the Company; or

m.     perform any act that may damage the Brands, Company reputation, customer trust, platform access, payment relationships, regulatory standing, or commercial relationships of the Company.

7. Tracking and Attribution

7.1.  The Parties acknowledge and agree that the Company’s Power BI reporting system shall be the sole and final system of record for the attribution, validation, and determination of all traffic, registrations, FTDs, and Referral Credits.

7.2.  The standard cookie duration is thirty (30) days, unless the Company specifies a different duration for a campaign, channel, platform, or commercial model.

7.3.  Unless otherwise specified in writing, last-click attribution applies. Under last-click attribution, the most recent valid Referral Link click within the cookie window before the relevant registration, FTD, or approved action receives attribution, subject to Company validation, fraud checks, and reporting rules.

7.4.  The Referrer must not alter, tamper with, remove, hide, overwrite, or manipulate tracking parameters. If the Referrer changes or misuses a Referral Link or tracking setup without approval, the Company will not be responsible for missed attribution, missing conversions, or lost Referral Credits.

7.5.  The Referrer reporting platform, Company systems, and Company-validated reports are the sole official source of performance, Qualified Customer, Reported NGR, and Referral Credits data. Third-party platform numbers are indicative only and do not bind the Company.

7.6.  The Referrer must review monthly reports promptly. Any reporting or Referral Credit dispute must be submitted in writing with supporting evidence within fifteen (15) calendar days from the date the relevant report or statement is made available. If no dispute is submitted within that period, the report will be deemed accepted, subject to the Company’s right to later adjust for fraud, chargebacks, reversals, system corrections, regulatory issues, or data errors.

7.7.  The Company does not warrant that tracking or reporting will be uninterrupted, error-free, or available at all times. The Company may make reasonable corrections where system error, fraud, duplicate attribution, technical failure, data delay, or platform discrepancy is identified.

8. Compliance, Monitoring, Audit, and Anti-Fraud

8.1.  The Company may review Referrer activity, traffic sources, creatives, Subcontractors, Referrer Sites, messaging, databases, consent records, reports, and performance data at any time to verify compliance with this Agreement, applicable law, platform policies, and Company standards.

8.2.  All Referred Customers and Qualified Customers are subject to Company validation, including KYC, age, eligibility, duplicate account, payment, AML, responsible gaming, fraud, bonus abuse, deposit, gameplay, chargeback, and risk checks.

8.3.  The Company may reject, reverse, reduce, cancel, void, or withhold Referral Credits for any Referred Customer, Qualified Customer, action, deposit, activity, traffic source, or channel that the Company determines is fraudulent, suspicious, invalid, non-compliant, in breach of this Agreement, outside the Philippines, generated through an unapproved channel, or otherwise not payable.

8.4.  The Company may suspend the Referrer Account, block access to the Referral Portal, pause tracking, suspend campaigns, withhold accrual of Referral Credits, request evidence, require remediation, or terminate this Agreement while investigating actual or suspected breach, fraud, invalid traffic, or regulatory concern.

8.5.  The Company may decline to disclose detailed fraud detection methods, risk signals, internal models, player-level personal data, or sensitive compliance information where disclosure may compromise security, privacy, fraud prevention, regulatory obligations, or player confidentiality.

8.6.  The Referrer must cooperate fully and promptly with any Company, regulator, payment provider, platform, audit, responsible gaming, AML, data privacy, tax, or law-enforcement request related to the Referral Program.

8.7.  Company decisions regarding invalid traffic, breach, fraud, compliance classification, player eligibility, Qualified Customer status, Reported NGR, adjustments, and Referral Credit remedies are final, without prejudice to any mandatory rights under applicable law.

9. Referral Credits and Payment Terms

9.1.  Referral Credits are earned only on Company-validated Qualified Customers or approved actions that satisfy this Agreement and the applicable campaign terms. Referral Credits are calculated monthly unless the applicable written terms specify another Settlement Period.

9.2.  For Revenue Share, Referral Credits are calculated based on Reported NGR, using the following formula unless the Company specifies otherwise in writing:

GGR minus Total Taxes minus Operational Deductions minus Bonus Costs.

9.3.  CPA, Revenue Share, Hybrid, or other models are payable only if approved in writing by the Company. The applicable rate, Baseline, cap, validation rules, payout trigger, and exclusions must be confirmed in writing.

9.4.  For Hybrid models, Revenue Share and CPA components are calculated according to the applicable written terms. Unless expressly agreed otherwise, a negative Revenue Share balance will not be offset against CPA already validated and payable, but the Company may withhold or adjust any payment affected by fraud, chargeback, invalid traffic, or breach.

9.5.  Negative Reported NGR balances will carry over to subsequent Settlement Periods and may be offset against future positive Reported NGR, unless the Company has expressly approved a no-negative-carryover arrangement for a specific Referrer, campaign, or commercial model.

9.6.  High Roller / Exceptional Win Policy. The Company may apply a high-roller or exceptional-win adjustment if a Referred Customer generates material negative Reported NGR within a Settlement Period and the Referrer's aggregate Reported NGR is negative. The Company may carry forward the negative balance linked to that customer and offset it against future positive Reported NGR generated by the same customer until cleared. The high-roller threshold and application mechanics must be confirmed by Finance and Legal and communicated through the Referral Portal or in writing.

9.7.  Payments are subject to Company validation, finance review, compliance clearance, minimum payout threshold, and availability of accurate payout details. Unless otherwise approved in writing, Finance validation will be completed within five (5) working days after month-end, and approved payments will be processed within seven (7) working days after completion of validation.

9.8.  Referral Credits shall be paid through the payment method designated by the Company and communicated to the Referrer in writing. The Company may determine the applicable payment method based on its payment processes and requirements, which may include credit to a designated FUNaloMAX player account, bank transfer, check, wire transfer, or any other payment method approved by the Company.

9.9.  The Company may impose a minimum payout threshold, which will be communicated through the Referral Portal or in writing. If the payable Referral Credits are below the threshold, they may be carried forward until the threshold is met, unless prohibited by law or otherwise approved by the Company.

9.10.           The Company may require the Referrer to issue an invoice, official receipt, tax form, or other supporting document before payment. Failure to provide required documents or correct payout information may delay payment without liability to the Company.

9.11.           Unless otherwise agreed, Referral Credits are calculated and paid in Philippine Pesos. If a rate or payment is agreed in another currency, the conversion rate and conversion date will be determined by the Company’s Finance process or the applicable written terms.

9.12.           The Company may adjust future payments, withhold current payments, or require reimbursement for overpayments, duplicate payments, reversed transactions, chargebacks, fraud, invalid traffic, cancelled deposits, system errors, tax corrections, or any amount paid in error.

10. Confidentiality and Data Privacy

10.1.           Each Party shall protect the other Party’s Confidential Information using at least reasonable care and shall not disclose or use Confidential Information except as necessary to perform this Agreement or as expressly approved in writing.

10.2.           The Referrer shall not, during the term of this Agreement and for three (3) years after termination, disclose, publish, transfer, use for its own benefit, or use for any third party’s benefit any Confidential Information, except as permitted by this Agreement.

10.3.           Confidential Information does not include information that is publicly available without breach, lawfully possessed before disclosure, lawfully received from a third party without confidentiality restriction, independently developed without use of Confidential Information, approved for disclosure in writing, or required to be disclosed by law, regulation, court order, regulator, or competent authority.

10.4.           If disclosure is legally required, the receiving Party must, to the extent legally permitted, promptly notify the disclosing Party and use reasonable efforts to ensure that the disclosed information is treated confidentially.

10.5.           Upon termination or request, the Referrer must promptly return, destroy, or delete all Confidential Information, Marketing Materials, reports, player data, Company property, and copies in its possession or control, unless retention is required by law.

10.6.           Each Party shall comply with applicable Data Privacy Laws. The Referrer shall process Personal Data only with a valid lawful basis, for legitimate purposes connected with this Agreement, in a transparent and proportionate manner, and in accordance with any Company privacy instructions.

10.7.           The Referrer shall implement reasonable and appropriate physical, technical, and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, unauthorized access, fraudulent misuse, or unlawful processing.

10.8.           The Referrer shall notify the Company promptly, and where practicable within twenty-four (24) hours, upon becoming aware of any actual or suspected Personal Data breach, unauthorized disclosure, unauthorized access, complaint, investigation, or regulatory inquiry involving the Referral Program or Company-related Personal Data.

10.9.           The Referrer shall retain Personal Data only for as long as necessary for the approved purpose or as required by law, and shall securely delete or anonymize Personal Data when no longer needed or upon Company request, unless retention is legally required.

11. Intellectual Property and Brand Use

11.1.           All Intellectual Property Rights in the Brands, Company Websites, Marketing Materials, Referral Portal, Company data, product names, logos, slogans, designs, content, and any related assets are owned by or licensed to the Company.

11.2.           Subject to this Agreement, the Company grants the Referrer a limited, non-exclusive, non-transferable, revocable, royalty-free license during the term to use approved Marketing Materials and Referral Links solely for the purpose of promoting the Brands in accordance with this Agreement.

11.3.           The Referrer may not register, acquire, use, bid on, or control any trademark, domain name, social media handle, app name, page name, group name, business listing, ad account name, keyword, meta tag, or other identifier that is identical or confusingly similar to the Brands, Company marks, or prohibited keywords, unless approved in writing.

11.4.           Any custom creative, derivative work, content, copy, design, landing page, report, or marketing output created by the Referrer specifically for the Brands may be used by the Company without additional compensation, unless agreed otherwise in writing. The Referrer warrants that such materials do not infringe any third-party rights.

11.5.           If the Referrer becomes aware of any actual or suspected infringement, impersonation, misuse, unauthorized paid search, domain squatting, fake social account, or other Brand abuse, the Referrer must promptly notify the Company and must not initiate legal action in respect of the Brands without prior written consent.

11.6.           Upon suspension, termination, or Company request, the Referrer must immediately stop using the Brands, Marketing Materials, Referral Links, Company content, and any identifiers associated with the Company.

12. Representations and Warranties

12.1.           Each Party represents and warrants that:

a.       it has full power, authority, permits, and approvals necessary to enter into and perform this Agreement;

b.       all information and documents provided to the other Party are complete, valid, accurate, and not misleading;

c.        it will comply with all applicable laws, regulations, platform policies, Data Privacy Laws, and Company requirements;

d.       it will not make any representation, warranty, promise, guarantee, or commitment on behalf of the other Party unless expressly authorized in writing;

e.       its websites, systems, materials, data sources, and activities do not infringe the rights of any third party and do not contain harmful code or unlawful content; and

f.         it will maintain any registrations, permits, licenses, consents, notices, privacy documentation, and records required for its activities under this Agreement.

12.2. Neither Party warrants that its websites, systems, reports, or platforms will be error-free, uninterrupted, or available at all times. Neither Party shall be liable for interruption or error not caused by its negligence, willful misconduct, or breach of this Agreement.

13. Term and Termination

13.1. This Agreement becomes effective upon Referrer Account creation, acceptance of the Agreement, Company approval, or the Referrer's first participation in the Referral Program, whichever occurs first, and remains in force until terminated in accordance with this Section.

13.2. Either Party may terminate this Agreement for convenience by giving at least seven (7) calendar days’ prior written notice to the other Party, unless a shorter period is required by law, regulator instruction, security concern, or agreed in writing.

13.3.  The Company may immediately suspend or terminate this Agreement, disable the Referrer Account, pause tracking, remove access, or withhold Referral Credits upon any of the following:

a.       breach of this Agreement, Company policy, Brand guideline, or applicable law;

b.       fraud, invalid traffic, suspicious activity, bonus abuse, multi-accounting, self-referral, or tracking manipulation;

c.        misrepresentation, false information, failure to pass verification, failure to provide required documents, or unresolved KYC/compliance issue;

d.       unauthorized use of the Brands, prohibited keywords, unapproved channels, unapproved Subcontractors, or unapproved direct messaging;

e.       data privacy incident, spam activity, unlawful data use, regulatory concern, platform enforcement, or payment-provider concern;

f.         activity that may expose the Company to reputational, legal, regulatory, financial, operational, responsible gaming, AML or player protection risk; or

g.       insolvency, liquidation, receivership, bankruptcy, cessation of business, or similar event affecting either Party.

13.4. Where the Company allows remediation, the Referrer must remedy the breach within the period specified by the Company. The Company is not required to provide a cure period for fraud, data privacy breach, regulatory risk, Brand misuse, material breach, or conduct that the Company determines requires immediate action.

13.5. Upon termination, the Referrer must immediately stop all promotional activity, remove Referral Links and Marketing Materials, cease use of the Brands, delete or return Confidential Information, stop direct messaging and paid media campaigns, and cause its Subcontractors to do the same.

13.6. No Referral Credits are payable for customers, deposits, actions, or activity referred after the termination date. Valid Referral Credits earned before termination may be paid after validation, unless the termination relates to fraud, invalid traffic, material breach, non-compliance, or circumstances giving the Company the right to withhold or offset Referral Credits.

13.7. Upon termination for any reason, the Company will not be liable for loss of future Referral Credits, goodwill, investments, ad spend, business opportunity, expected profits, or promotional costs.

13.8. Sections relating to Referral Credit adjustments, confidentiality, data privacy, intellectual property, audit, liability, indemnity, anti-corruption, dispute resolution, governing law, and any other provisions that by nature should survive will survive termination.

14. Liability, Limitation of Liability, and Indemnification

14.1. Each Party is liable for direct damages caused by its breach of this Agreement, negligence, willful misconduct, fraud, or violation of applicable law, subject to the limitations in this Section.

14.2. To the fullest extent permitted by law, the Company shall not be liable for indirect, incidental, special, punitive, exemplary, or consequential damages, loss of revenue, loss of profits, loss of goodwill, loss of data, loss of business opportunity, or wasted advertising spend, whether arising in contract, tort, negligence, statute, or otherwise.

14.3. Nothing in this Agreement limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, fraudulent misrepresentation, willful misconduct, or gross negligence where such limitation is prohibited.

14.4. The Referrer shall defend, indemnify, and hold harmless the Company, its related companies, shareholders, directors, officers, employees, agents, successors, licensors, and representatives from and against any claims, actions, liabilities, losses, damages, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

a.       the Referrer's breach of this Agreement, Company policy, Brand guideline, or applicable law;

b.       the Referrer's traffic, content, Referrer Sites, databases, messages, Subcontractors, Marketing Materials, or promotional methods;

c.        fraud, invalid traffic, bonus abuse, self-referrals, multi-accounting, spam, or tracking manipulation;

d.       data privacy breach, unlawful Personal Data processing, lack of consent, or unauthorized direct marketing;

e.       infringement or alleged infringement of any third-party rights;

f.         any claim by a Referred Customer, regulator, platform, payment provider, Subcontractor, employee, contractor, or third party caused by the Referrer; or

g.       any damage or harm to the Company, the Brands, reputation, regulator relationship, platform access, payment relationship, or customer trust caused by the Referrer.

14.5.           The Referrer shall provide reasonable cooperation and assistance in bringing or defending any claim, proceeding, complaint, regulator request, platform dispute, or investigation connected with this Agreement.

15. Anti-Corruption

15.1. Each Party shall comply with applicable anti-bribery, anti-corruption, anti-money laundering, sanctions, and similar laws and shall not offer, promise, authorize, request, receive, or provide any bribe, kickback, improper payment, gift, advantage, or anything of value in connection with this Agreement.

15.2. The Referrer shall not make any payment or provide any benefit to any public official, political party, regulator, Company employee, Company representative, or third party for the purpose of obtaining improper advantage, influencing a decision, securing approval, or obtaining favorable treatment.

15.3. Any violation of this Section is a Material Breach and may result in immediate termination, withholding of Referral Credits, and referral to relevant authorities where required.

16. Force Majeure

16.1. Neither Party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, storm, epidemic, pandemic, war, terrorism, civil disturbance, labor dispute, regulator action, internet or telecommunications failure, payment system failure, platform outage, cyberattack, or other event beyond reasonable control.

16.2. The affected Party shall notify the other Party as soon as practicable and shall use reasonable efforts to minimize the effect of the force majeure event. If the event prevents performance for more than thirty (30) calendar days, either Party may terminate this Agreement by written notice.

17. Governing Law and Jurisdiction

17.1. This Agreement shall be governed by and construed in accordance with the laws of the Philippines, including matters relating to validity, interpretation, performance, enforcement, and remedies.

17.2. Any dispute arising out of or in connection with this Agreement shall be resolved exclusively by the proper courts of Parañaque City, Philippines, to the exclusion of any other venue or jurisdiction, unless applicable law requires otherwise.

17.3. The Parties waive, to the fullest extent permitted by law, any objection to the jurisdiction or venue of such courts for any action or proceeding arising from or related to this Agreement.

18. Miscellaneous

18.1. This Agreement, together with any approved campaign terms, insertion orders, offer sheets, portal terms, privacy notices, and written Company instructions, constitutes the entire agreement between the Parties regarding the Referral Program and supersedes prior discussions or understandings on the same subject matter.

18.2. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, agency, fiduciary, or representative relationship. The Referrer has no authority to bind the Company.

18.3. The Referrer may not assign, transfer, delegate, sublicense, or novate this Agreement or any rights or obligations without prior written approval from the Company. The Company may assign or transfer this Agreement to a related company, successor, or business transferee.

18.4. Except for updates made under Section 1.2, this Agreement may be amended only through written terms approved by the Company.

18.5.  If any provision is held invalid, illegal, or unenforceable, the remaining provisions will remain in effect and the invalid provision will be interpreted or replaced to achieve the closest lawful commercial effect.

18.6. Failure or delay by the Company to enforce any right or remedy is not a waiver of that right or remedy. A waiver must be in writing and applies only to the specific instance stated.

18.7. The Company may send notices through the Referral Portal, email, registered contact details, or other written communication channel approved by the Company. The Referrer must keep contact details current.

18.8. This Agreement is prepared in English. If translated, the English version shall prevail unless applicable law requires otherwise.

Appendix A - Prohibited Keywords and Brand Rules

Referrers must not bid on, buy, register, target, use, or optimize around the following keywords or confusingly similar variations in paid search, paid social, app placements, domain names, handles, ad copy, meta tags, SEO titles, URLs, or other placements unless approved in writing by the Company.