These Terms and Conditions (the “Terms”) form a legally binding agreement between you (the  “Affiliate” or “you”) and Asyrix Wave Limited (the “AP Provider”, “we”, or “us”). Together, the Affiliate and the AP Provider are referred to as the “Parties”, and individually as a “Party.”

These Terms govern the relationship between the Parties in connection with the Affiliate’s participation in the Affiliate Platform. By registering an account, you represent that you have the legal capacity to enter into this Agreement. The Terms automatically apply once you register an account on the Affiliate Platform and will remain in effect until your account is closed, regardless of whether any Campaigns are currently active.

Any Insertion Order executed between the Parties forms an integral part of these Terms and is incorporated herein by reference. In the event of any conflict between these Terms and an IO, the terms of the IO shall prevail for the specific Campaign governed by it.

The AP Provider reserves the right to modify, update, or replace these Terms at any time at its sole discretion. Any updated version will become effective immediately upon publication on our website or through other communication channels deemed appropriate by us. Affiliates are responsible for regularly reviewing the Terms. Continued use of the Affiliate Platform after changes are published constitutes acceptance of the revised Terms.

DEFINITIONS

Affiliate Platform – the platform made available by the AP Provider to the Affiliate, including all tools, features, and functionalities.

Affiliate Account – the account registered by the Affiliate on the Affiliate Platform.

Business Days – any day other than Saturday, Sunday, or public holidays when banks operate in the jurisdiction of the AP Provider.

Campaign – a marketing or advertising initiative carried out by the Affiliate in cooperation with the AP Provider in order to promote the Gaming Operator’s Website and its Products through approved Marketing Channels. Each Campaign is governed by the relevant Insertion Order.

Campaign Offer / Offer – a proposal provided by the AP Provider outlining the details of a Campaign, including goals, compensation structure, timelines, services, and other applicable conditions. Campaign Offers serve as the basis for the Insertion Order.

Insertion Order – a written agreement executed by both Parties that defines the specific Campaign terms, including timelines, territories, payment structure, and other relevant conditions.

Customer – a person who clicks on the Links placed by the Affiliate through Marketing Channels and is redirected to the Gaming Operator’s Website where they interact with its content or services.

Fraudulent or Unlawful Activity – any activity carried out by the Affiliate or related parties intended to manipulate, deceive, or gain unfair financial benefit. Examples include generating fake traffic, using bots, misleading advertising, impersonating users, interfering with tracking systems, or violating applicable laws including AML and anti-terrorism regulations.

Gaming Operator – a company operating online gambling platforms such as casinos, betting platforms, or other wagering services that collaborates with the AP Provider to promote its services.

Gaming Operator’s Website – the websites operated by the Gaming Operator where Customers are redirected after clicking a Link.

Links – unique tracking URLs generated by the AP Provider and provided to the Affiliate to measure Campaign performance. These may be embedded in banners, buttons, comments, or other Marketing Materials.

Marketing Channels – any digital media or communication platform used by the Affiliate to distribute Links or Marketing Materials. This may include websites, applications, email campaigns, social media, messaging platforms, and other digital placements as specified in the Insertion Order.

Marketing Materials – promotional content such as banners, text links, buttons, pop-ups, emails, graphics, and other materials provided by the AP Provider or created by the Affiliate using approved assets. This also includes trademarks, logos, slogans, and other intellectual property related to the Gaming Operator.

Products – services or products offered by the Gaming Operator through its websites or applications.

Services – advertising and marketing services provided by the Affiliate under these Terms and the applicable Insertion Orders.

PROVISION OF SERVICES

The AP Provider delivers advertising services for Gaming Operators by organizing promotional placements across different Marketing Channels.

Affiliates are engaged to place Links within approved Marketing Channels in order to generate traffic and engagement directed toward the Gaming Operator’s Website.

The AP Provider acts solely as an intermediary between Gaming Operators and Affiliates. The Parties operate as independent contractors, and no partnership, joint venture, or employment relationship is created. The AP Provider does not operate gambling services, nor does it control or manage the Gaming Operator’s Website.

The AP Provider also performs functions such as:

• onboarding and verifying Affiliates
• managing Campaign Offers
• tracking Campaign performance
• calculating and distributing Affiliate payments

The Affiliate will have access to real-time performance data through the Affiliate Platform. These statistics include metrics related to traffic, engagement, and commissions generated through the Affiliate’s Links.

Affiliates are responsible for:

• correctly placing Links within Marketing Channels
• ensuring Links function properly
• verifying that Links direct Customers to the correct Gaming Operator’s Website

Affiliates may only use the Marketing Channels approved in the applicable Insertion Order. Any additional channels require prior approval.

Links and Marketing Materials provided by the AP Provider may not be modified without authorization.

The AP Provider reserves the right to monitor Marketing Channels to ensure compliance with these Terms.

DATA PROTECTION

The Affiliate acts as an independent Data Controller. The Affiliate must comply with all applicable data protection laws (e.g., GDPR). You must maintain a visible Privacy Policy informing Customers of tracking practices. You shall indemnify the AP Provider against any fines or claims arising from your breach of data protection laws.

AFFILIATE ACCEPTANCE

To participate in the Affiliate Platform, applicants must first register an Affiliate Account and submit all required information and documentation during the registration process.

Applicants must complete any verification procedures required by the AP Provider. Only after successful verification will an applicant be eligible to receive Campaign Offers.

The AP Provider reserves the right to accept or reject any application at its sole discretion without providing justification.

Once accepted, Affiliates gain access to available Campaign Offers that describe the terms, compensation model, and scope of each Campaign.

When an Affiliate accepts a Campaign Offer, both Parties will execute an Insertion Order, which defines the specific commercial terms for that Campaign.

The AP Provider may request updated KYC documentation or additional information from the Affiliate at any time. Failure to provide such information may result in suspension of Campaigns and withholding of payments until verification requirements are satisfied.

MARKETING MATERIALS

Affiliates receive a limited, non-exclusive, revocable license to use Marketing Materials for the purpose of promoting the Gaming Operator through approved Marketing Channels.

Ownership of all Marketing Materials remains with the Gaming Operator.

The AP Provider may provide Marketing Materials prior to a Campaign launch. In some cases, Affiliates may be required to create final versions of promotional materials using provided assets. Such materials must receive prior approval unless they are already pre-approved formats.

Affiliates are responsible for ensuring that all created materials:

• comply with applicable laws
• do not contain malware or harmful code
• do not misrepresent the Gaming Operator

The AP Provider may request the removal of any Marketing Materials it considers inappropriate or non-compliant, and the Affiliate must immediately comply.

AFFILIATE OBLIGATIONS

The Affiliate is fully responsible for the operation, maintenance, and content of its Marketing Channels.

Marketing Channels must not include content that is illegal, harmful, offensive, discriminatory, defamatory, or infringing upon intellectual property rights.

Affiliates must not design their Marketing Channels in a way that suggests an official affiliation with the Gaming Operator unless explicitly authorized.

Using the Gaming Operator’s brand name in domain names or URLs is strictly prohibited.

Affiliates are also prohibited from:

• generating fake traffic or conversions
• using incentivized traffic such as cashbacks unless approved
• sending spam emails or spam social media promotions
• manipulating cookies or tracking systems
• using misleading advertisements

Traffic originating from websites targeting minors or containing illegal or discriminatory content is strictly prohibited.

Affiliates must also comply with all applicable laws related to gambling advertising in the jurisdictions where they operate. If gambling promotion is restricted or prohibited in a specific territory, the Affiliate must refrain from promoting such Campaigns there.

The Affiliate is responsible for obtaining any licenses, permits, or regulatory approvals required to legally perform its obligations under these Terms.

AFFILIATE PLATFORM

An Affiliate may not create multiple accounts directly or indirectly, including through related entities, individuals, agents, or affiliates. In the event that the AP Provider determines, at its sole discretion, that the Affiliate has created or operates multiple accounts on the Affiliate Platform, whether directly or indirectly, including through related individuals, entities, agents, or affiliated parties, the AP Provider reserves the right to suspend or terminate all related accounts.

In such circumstances, the AP Provider may, without limitation, cancel, withhold, or refuse payment of any outstanding commissions, including but not limited to Revenue Share commissions. The AP Provider further reserves the right to terminate any ongoing Revenue Share arrangements and cease the accrual of future Revenue Share generated through such accounts.

The Affiliate is responsible for keeping login credentials secure. The AP Provider is not responsible for losses caused by compromised account access.

The Affiliate Platform provides performance statistics and earnings information for transparency and reporting.

The Platform is provided on an “as-is” basis. The AP Provider may modify or update Platform features at any time, although reasonable efforts will be made to notify Affiliates of major disruptions.

BREACH OF TERMS

If the Affiliate violates any provision of these Terms, the AP Provider may suspend or terminate the Affiliate Account.

The AP Provider may also withhold or recover commissions generated through Fraudulent or Unlawful Activity.

In cases of severe violations, including fraud, the AP Provider may pursue legal remedies and damages.

CAMPAIGN MODELS

The Affiliate Platform supports several payment models, which are defined in the relevant Insertion Orders:

CPA (Cost Per Acquisition) – payment for specific Customer actions such as registration or deposits.

CPM (Cost Per Mille) – payment for every 1,000 impressions generated.

CPC (Cost Per Click) – payment for each click directed to the Gaming Operator’s Website.

Revenue Share (RevShare) – payment based on a percentage of revenue generated from referred Customers.

Hybrid Campaigns – a combination of multiple models (e.g., CPA + RevShare).

Detailed conditions for each Campaign are defined in the Insertion Order.

COMMISSION AND PAYMENT

The Affiliate will receive commissions as defined in the applicable Insertion Order.

Payments are calculated monthly.

The AP Provider will process payments only if the Affiliate’s balance exceeds 100 USD, unless the Parties agree otherwise.

If the threshold is not reached, the balance will roll over to the next payment cycle.

Payments will be made using the payment method and currency specified in the Insertion Order.

Affiliates are responsible for any bank fees charged by their financial institution.

The AP Provider reserves the right to deduct commissions obtained through fraudulent activities or due to calculation errors.

TERM AND TERMINATION

These Terms remain effective from the moment the Affiliate Account is created until it is closed.

Either Party may terminate the agreement or any Insertion Order with 30 days’ written notice.

The AP Provider may terminate the agreement immediately if it suspects fraud, legal violations, or non-compliance with AML/KYC requirements.

Upon termination, the Affiliate will receive any valid accrued commissions, provided that the traffic generated is legitimate and complies with these Terms.

INTELLECTUAL PROPERTY

Affiliates are granted a limited non-transferable, revocable license to use trademarks and promotional assets belonging to the Gaming Operator solely for the purpose of Campaign promotion.

All intellectual property rights related to the Affiliate Platform remain the exclusive property of the AP Provider.

Affiliates must not:

• reverse engineer the Platform
• copy its functionality
• create derivative works from its technology

Upon termination of the agreement, the Affiliate must immediately cease using all Marketing Materials and Platform assets.

LIABILITY

Neither Party shall be liable for indirect or consequential damages such as lost profits or business opportunities.

The Affiliate agrees to indemnify the AP Provider against any claims, penalties, or damages resulting from the Affiliate’s breach of these Terms or applicable laws.

The AP Provider does not guarantee uninterrupted operation of the Affiliate Platform or the Gaming Operator’s Websites.

CONFIDENTIALITY

The Affiliate agrees to keep all confidential information received from the AP Provider strictly confidential.

Such information may only be used for fulfilling obligations under this Agreement.

Confidentiality obligations survive termination of the agreement for five (5) years or as long as the information remains confidential.

MISCELLANEOUS

Force Majeure – neither Party will be liable for delays caused by events beyond reasonable control, such as natural disasters, war, or government actions.

Entire Agreement – these Terms and the Insertion Orders constitute the entire agreement between the Parties.

Independent Contractors – the Parties operate as independent contractors and no partnership or employment relationship is created.

Affiliate Assignment – the Affiliate may not transfer rights under this Agreement without prior written consent from the AP Provider.

Assignment & Platform Restructuring – the AP Provider may, at any time, assign, transfer, novate, subcontract, or otherwise delegate any of its rights and/or obligations under these Terms, any Insertion Order, and/or any arrangements related to the Affiliate Platform, in whole or in part, to any of its affiliates or to any third party as part of a corporate reorganization, internal restructuring, group reorganization, sale of business, transfer of platform operations, or similar transaction. The AP Provider may also delegate the operation, administration, and management of the Affiliate Platform, in whole or in part, to any affiliated entity or service provider without requiring the Affiliate’s prior consent. Where such transfer or delegation occurs, the AP Provider shall provide reasonable notice to the Affiliate through the Affiliate Platform, email communication, or other appropriate channels. Any such assignment, transfer, novation, or delegation shall not adversely affect the Affiliate’s accrued balances or valid payment rights existing at the time of such change. The AP Provider may also change the contracting entity operating the Affiliate Platform. Continued access to or use of the Affiliate Platform following such notice shall constitute the Affiliate’s acceptance of the updated contracting entity.

Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect

Governing Law: These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (Hong Kong), and all disputes arising out of or in connection with this Agreement (including non-contractual disputes and claims) shall be resolved exclusively by the competent courts of Hong Kong.