This is an agreement between Rollcard, LLC ("Rollcard", "us", "we" or "our"), and you ("you" or "your"), which contains the terms and conditions set out below ("Terms and Conditions") that apply to all members of the Rollcard Affiliate program ("Program"), together with, any insertion order, as may be amended from time to time and at any time, which sets out any additional specific terms which are deemed to be included and incorporated herein (each, an "IO") and any other rules and/or guidelines ("Other Rules and/or Guidelines") provided to you by us from time to time, ("Agreement").
As part of our business and Products (as defined below), we operate a branded VISA Debit Card that consumers can use with regulated U.S. gaming operators (including online gaming operators), ("Rollcard Services"), via its websites, including without limitation, www.rollcard.com, (the "Rollcard Sites").
Pursuant to the Program, we engage third parties, such as you, to provide us with certain affiliate marketing services ("Affiliate Services") through, without limitation, the websites, mobile applications, third-party search and ad exchanges, social media platforms and social media accounts owned, controlled or licensed by them ("Affiliate Online Assets").
It is very important that you read and understand the terms and conditions under this Agreement. By ticking the box indicating your acceptance and continuing with the process to join the Program you are agreeing (subject to our approval of your participation in the Program) to the terms and conditions under this Agreement. If you do not agree with the terms and conditions under this Agreement (or are not authorised to do so), you should not continue with the process to join the Program.
This Agreement replaces all previous terms and conditions for the Program, including those agreed between you and us previously.
1. This Agreement
1.1. This Agreement sets out the terms and conditions agreed between us and you regarding your process to join and, subject to our approval, your membership of the Program.
1.2. We may modify any of the terms and conditions contained in this Agreement or replace it at any time and in our sole discretion by:
(a) posting a change notice or a new agreement on any of the Rollcard Sites; or
(b) by notifying you by email of such modifications; or
(c) by providing you by email with an amended version of an existing IO; or
(d) by providing you by email with any new IO,
(a), (b), (c) and (d) above each being a "Modification Notice" and, collectively, "Modification Notices".
If any modification is unacceptable to you, your only recourse is to terminate this Agreement under Section 10.2. Your continued participation in the Program following any Modification Notice provided by us will constitute binding acceptance of all relevant modifications.
1.3. To become a member of the Program, you will need to accept this Agreement by ticking the box indicating your acceptance and completing the process to join the Program. We will, in our sole discretion, determine whether or not to accept your participation in the Program and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not you have been approved to join the Program.
1.4. We will conduct due diligence and identity verification using public sources and data, and request information and/or documentation from you. You agree to promptly provide all information and/or documentation we reasonably request for such purposes. You agree that we may use this information and/or documentation to satisfy our due diligence and identity verification requirements and that you will promptly provide us with updated information and documentation should it change, or upon our reasonable request.
1.5. If we do not receive all reasonably requested information and/or documentation, or we are unable to satisfy our due diligence requirements or identity verification checks, we may suspend or terminate the Agreement immediately and without any liability to you, including for any payment or remuneration accrued or due to you under this Agreement.
1.6. If there is a conflict between, if applicable, any IO and these Terms and Conditions, and/or any Other Rules and/or Guidelines, the order of precedence shall be as follows:
(a) if applicable, any relevant IO;
(b) any relevant Other Rules and/or Guidelines; and
(c) these Terms and Conditions.
1.7. Any compliance queries on this Agreement should be sent to affiliatepartners@rollcard.com.
2. Your Obligations
2.1. By agreeing to participate in the Program, you are, through your provision of Affiliate Services to us, agreeing to:
(a) create, maintain and make available links, being unique hyperlinks, banners, articles, with a text link, or other promotional links that we make available to you, or which are approved by us, to direct traffic from your Affiliate Online Assets to visit the Rollcard Sites and use the Rollcard Services ("Links");
(b) use any unique promotional codes, that we make available to you, or which are approved by us, as part of your provision of the Affiliate Services to us from time to time and at any time ("Promo Codes"); and
(c) promote Rollcard and the Rollcard Services.
2.2. You may only display the Links on your Affiliate Online Assets or use any Promo Codes associated with our Program or a combination of both which are identified in each relevant IO, or otherwise pre-approved by us in writing.
2.3. You must not:
(a) register or attempt to register any domain name or mobile app with a name, logo or appearance that includes any of Rollcard's or any of its affiliate's trademarks or trade or other brand names operated by us or is, in our sole and absolute discretion, determined to infringe our intellectual property rights or be confusingly similar to any of our or any of our affiliate's trademarks, brands or logos or any other name that could be understood to designate Rollcard or any of its affiliates;
(b) purchase or register keywords, search terms or other identifiers for use in any search engine, portal, social network, sponsored advertising service or other search or referral service which are identical or similar to any of Rollcard's or any of its affiliate's trademarks or trade or other brand names from time to time;
(c) include metatag keywords on your Affiliate Online Assets; or
(d) (except as expressly permitted in this Agreement) otherwise use marks, terms or images, in each case, which are identical or similar to any of our or any of our affiliate's trademarks or trade or other brand names operated by us or any of our affiliates from time to time and at any time.
Without prejudice to any other right or remedy available to us, if you breach this Section 2.3, we shall be entitled (but not obliged) to, among other things, suspend any or all of your rights under or to terminate this Agreement, with immediate effect.
3. Intellectual Property, Licenses and Ownership
3.1 License from Rollcard to You
Rollcard grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use its intellectual property (collectively, "Licensed Materials") solely for use in advertising and promoting the Links and the use of any Promo Codes, the Rollcard Sites, and/or the Rollcard Services. For the purposes of this Section 3, where the prior approval or consent of Rollcard is required, such shall, in each instance, be in Rollcard's sole and absolute discretion. Except as permitted under this Agreement, you shall not alter, modify, or change the Licensed Materials in any way without Rollcard's prior written approval. You shall not make any use of any Licensed Materials for purposes other than those expressly permitted under this Section 3.1. You shall not present the Licensed Materials in combination with any other name or mark, in connection with your own goods or services, or in any manner that may suggest or imply that you or your goods or services are supplied by, sponsored by, endorsed by or affiliated with us without first obtaining Rollcard's prior written approval in each instance, except as otherwise permitted under this Agreement. You shall not alter, obscure, or otherwise change in any way the material provided to you for your use in performing your obligations under this Agreement, and shall not use any materials provided by us in any way other than as permitted under this Agreement. You shall not use the Licensed Materials in conjunction with, or to promote any activity that is, in Rollcard's sole and absolute discretion, detrimental to the Rollcard brand or brands, including, without limitation, in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all rights in the Licensed Materials and any other proprietary rights not expressly granted in this Section 3.1. Your use of Rollcard's Licensed Materials does not give you any rights in those materials other than as described in this Agreement. Subject to Section 12, we may revoke this license to the Licensed Materials at any time, upon written notice to you. You agree that, upon termination or expiration of the Agreement, you shall promptly cease using the Licensed Materials. For clarity, you shall obtain Rollcard's consent to use any of Rollcard's intellectual property prior to using such intellectual property in any way other than as contemplated by this Agreement.
3.2 License from You to Rollcard
(a) You grant to Rollcard a non-exclusive, non-transferable, revocable license to use your names, titles, logos, trademarks, trade names, and service marks, copyrights, and any other materials created or used by you and provided to Rollcard by you (collectively, the "Affiliate Materials"). We shall use the Affiliate Materials only in the manner authorized herein or otherwise by you.
(b) Notwithstanding anything herein to the contrary, we have the right to use the Affiliate Materials during the Term (as defined below) to present Rollcard and the Rollcard Services as being affiliated with you, in any commercially reasonable manner whatsoever, on the Rollcard Sites and in paid media, press releases, and promotional assets.
(c) We may adjust the size of (but shall not have the right to alter in any other manner) the Affiliate Materials to accommodate formatting on and of the Rollcard Sites and the Rollcard Services. You represent and warrant to us that all Affiliate Materials do not violate, infringe or misappropriate copyrights, rights of publicity, trademark rights or other rights of Rollcard or any third party. We shall not present the Affiliate Materials in combination with any other name or mark, in connection with Rollcard's own goods or services, or in any manner that may suggest or imply that Rollcard or any Rollcard Services, other goods or other services are supplied by, sponsored by, endorsed by or affiliated with you without first obtaining your prior written approval in each instance, except as otherwise permitted under this Agreement (including the rights granted pursuant to this Section 3.2(c)). We shall not use the Affiliate Materials in conjunction with, or to promote any activity that is detrimental (in your opinion acting in good faith) to your brand or brands, including, without limitation, in any manner that is disparaging or that otherwise portrays you in a negative light. You reserve all rights in the Affiliate Materials and any other proprietary rights not expressly granted in this Section 3.2. Rollcard's use of the Affiliate Materials does not give Rollcard any rights in those materials other than as described in this Agreement. We agree that, upon termination or expiration of the Agreement, we will promptly cease using the Affiliate Materials. For clarity, Rollcard shall obtain your consent to use any of your intellectual property prior to using such intellectual property in any way other than as contemplated by this Agreement.
3.3 Ownership
Subject to the limited licenses above, as between the parties, each party will exclusively own and control its respective intellectual property, including, without limitation, for Rollcard in relation to the Licensed Materials and for you in relation to the Affiliate Materials, all right, title, and interest in and to all information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from AI Technology (as defined below) in response to all Licensed Materials or Affiliate Materials transmitted to any AI Technology or from use of AI Technology solely where reasonably necessary to comply with each party's obligations pursuant to this Agreement, subject only to any third party materials contained therein and the limited licenses granted under this Section 3. All goodwill that accrues from the licensed use of a party's trademarks hereunder will inure exclusively to the party that owns the trademark.
3.4 Limitations on Activities
Nothing herein shall be considered or understood to be a transfer by one party to the other party of any rights whatsoever other than the rights granted under this Agreement in the Licensed Materials or the Affiliate Materials, as applicable, or any other intellectual property rights whatsoever and, in particular, neither Rollcard nor you shall:
(a) submit a trademark application in any jurisdiction;
(b) register a domain name;
(c) use any sub-domains containing Licensed Materials or Affiliate Materials, as applicable;
(d) bid on any internet search engine for a search term; or
(e) allow any Licensed Materials or Affiliate Materials to be transmitted to any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment ("AI Technology") other than solely where reasonably necessary to comply with each party's obligations pursuant to this Agreement;
(f) allow any Licensed Materials or Affiliate Materials transmitted, solely where reasonably necessary to comply with each party's obligations pursuant to this Agreement, to any AI Technology to be used to train that relevant AI Technology; or
(g) bid on any search term or utilize any of the other party's trademarks within the Apple Store or the Google Play Store or any other mobile application distribution outlet or platform; which in each case includes, incorporates or consists of any intellectual property of the other party (including, as applicable, the Licensed Materials and the Affiliate Materials) or any name that is confusingly similar to the Licensed Materials or Affiliate Materials, as applicable, or any other intellectual property of the other party.
3.5 Acknowledgement
Information collected by Rollcard from users of Rollcard Services will be the exclusive property of Rollcard's customers. Information collected by you from users of your Affiliate Online Assets and the provision of your Affiliate Services will be your exclusive property.
4. Federal Advertising and Marketing Compliance; Restrictions
You are solely responsible and liable for the content and manner of marketing activities related to your obligations under this Agreement. All such marketing activities must be professional, proper and lawful under all applicable laws, statutes, regulations, directives, rules, codes of practice and mandatory guidelines which, in any case, apply to us and/or to you and/or which relate to the Affiliate Services provided by you to us under this Agreement, including, but not limited to, any laws in relation to the content and nature of any advertising or marketing (such as the Endorsement and Testimonial Guidelines published by the United States Federal Trade Commission (the "FTC Guidelines")) or other laws and regulations as required by local, state and federal gaming regulating bodies (as well as the American Gaming Association), and otherwise comply with the terms of this Agreement (collectively, "Applicable Laws"). For the avoidance of doubt, and without limiting your other legal and regulatory compliance obligations pursuant to this Agreement, you shall include a disclosure statement (as required by the FTC Guidelines as well as any other disclosures that may be provided by Rollcard) within any and all pages, blogs, posts, or social media posts where Links for or Promo Codes associated with our Program or a combination of both are posted. This disclosure statement should be clear, conspicuous, and concise, stating that you may be compensated for referring potential Referred Users (as defined in Section 8) to us. You shall not, nor shall you authorize, assist or encourage any third party to:
(a) unless otherwise permitted under the terms of this Agreement, offer directly or indirectly to any player, person or entity any consideration, reward, rebates, incentives, discounts or any other benefit for using the Links on your Affiliate Online Assets to access the Rollcard Sites for or Promo Codes associated with our Program or a combination of both with the intent of returning a proportion of the user generated revenue. Offering such reward schemes is strictly prohibited and will be considered as a breach of this Agreement;
(b) read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Rollcard by any other person other than you or your personnel;
(c) in any way alter, modify, redirect, interfere, suppress, or substitute the operation of any button, link, or other interactive feature of the Rollcard Sites;
(d) take any action that could reasonably cause any end-user confusion as to Rollcard's relationship with you or any third party, or as to the ownership or operation of the Rollcard Sites;
(e) attempt to artificially increase the commission fees payable to you or in any other way attempt to defraud Rollcard;
(f) promote Rollcard and/or any of Rollcard's offerings as or to illegal gambling, adult content, as a warez/hacker site, minors, and vulnerable users or promote, advertise Rollcard and/or any of Rollcard's offerings on any illegal gambling, adult content or warez/hacker sites, or otherwise link to any illegal gambling, adult, minors, vulnerable users or warez/hacker sites;
(g) use any unsolicited bulk email to advertise the Links, any Promo Codes, Rollcard, or the Rollcard Services. For clarity, you are not precluded from making people aware of the Links, any Promo Codes or communicating by bulk email to a mailing list that has consented to receive marketing messages from you, so long as any such communication is carried out in compliance with the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and all other Applicable Laws;
(h) violate any of the terms of service of, or abuse, social media websites such as Facebook, Twitter, Craigslist, or any and all others in connection with your marketing activities relating to this Agreement (for purposes hereof, "abuse" shall mean spamming, sending any unsolicited mass mailing or instant messaging, using social media websites for commercial purposes);
(i) seek to purchase or register any keywords, search terms or other identifiers that include the word "Rollcard" or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service;
(j) promote Rollcard and/or any of Rollcard's offerings in a manner that would reasonably be expected to be profane, obscene or unlawful; or
(k) promote Rollcard and/or any of Rollcard's offerings in any manner that is, in the sole discretion of Rollcard, damaging to Rollcard's intellectual property rights or reputation, or puts, in the sole discretion of Rollcard, Rollcard's licenses or relationship with gaming authorities at risk.
We reserve the right to enforce the terms of this Agreement, and, in particular, the terms of this Section 4, if Rollcard, in its sole discretion, determines that the services provided by any of your Affiliate Online Assets or your Affiliate Services are detrimental to the Rollcard brand or brands, including, without limitation, in any manner that is disparaging or that otherwise portrays us in a negative light, or has a negative impact on the integrity of Rollcard's product or business operations.
If we determine that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any payments (including, without limitation, any Commissions, as defined below) under this Agreement and/or terminate this Agreement in accordance with Section 10.3(i).
5. Federal Regulatory Guidelines
You also must adhere to the following federal regulatory guidelines when engaging in marketing activities on behalf of Rollcard:
(a) Truth-in-Lending Act Triggering Terms.
If an advertisement discloses (i) the amount or percentage of any down payment, (ii) the number of payments or period of repayment, (iii) the amount of any payment, or (iv) the amount of any finance charge, the advertisement must state the following terms: (A) the amount or percentage of the down payment, (B) the terms of repayment, which reflect the obligations over the full term of the loan, including any balloon payment, and (C) the "annual percentage rate," using that term, and, if the rate may be increased after consummation, that fact.(b) Use of the Word "Free" or Similar Representations.
An advertisement must not include the terms "free," "no interest" or a similar term unless the item advertised is absolutely free. If such terms are included, the advertisement will also clearly and conspicuously include any material limitations regarding such offers.(c) FTC DOTCOM Disclosures.
You will follow the online advertising guidance set forth in the DotCom Disclosures. Specifically, you will:
(i) provide advertisements that are accurate and truthful;
(ii) compile and maintain adequate claim substantiation;
(iii) clearly and conspicuously disclose all restrictions and limitations;
(iv) consider prominence, presentation, placement and proximity when reviewing disclosures;
(v) not make all disclosures via hyperlink;
(vi) not place disclosures more than one click away from the claim;
(vii) repeat disclosures, as needed, on lengthy websites and in connection with repeated claims;
(viii) use audio disclosures when making audio claims and present them in a volume and cadence so that consumers can hear and understand them;
(ix) display visual disclosures for a sufficient duration so that consumers understand them;
(x) use clear language and syntax so that consumers understand the disclosures;
(xi) display disclosures prior to purchase but recognize that placement limited only to the order page may not always be sufficient; and
(xii) consider advertisements from the perspective of a reasonable consumer, considering the target audience when defining "reasonable."(d) Credit Repair.
You may not include any promises to build or repair credit.
6. Compliance Requirements
6.1 Definitions.
Except as otherwise specifically indicated, the following terms shall have the following meanings in this Section 6 (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
(a) "Consumer" means an individual who obtains or has obtained a financial product or service from Rollcard or you that is to be used primarily for personal, family, or household purposes, or that individual's legal representative. Consumer does not include items exempt from such definition under Applicable Laws;
(b) "Customer" means a Consumer who has a Customer Relationship with Rollcard or you. Customer does not include items exempt from such definition under Applicable Laws;
(c) "Customer Relationship" means a continuing relationship between a Consumer and Rollcard or you under which Rollcard or you provide one or more financial products or services to the Consumer that are to be used primarily for personal, family, or household purposes. Customer Relationship does not include items exempt from such definition under Applicable Laws;
(d) "Nonpublic Personal Information" and "NPI" means for the purposes of this Agreement, (i) Personally Identifiable Financial Information and (ii) any list, description, or other grouping of Consumers (and Publicly Available Information pertaining to them) that is derived using any Personally Identifiable Financial Information that is not publicly available. Nonpublic Personal Information does not include items exempt from such definition under Applicable Laws;
(e) "Personally Identifiable Financial Information" means any information: (i) a Consumer provides to Rollcard or you to obtain a financial product or service from Rollcard or you, (ii) about a Consumer resulting from any transaction involving a financial product or service between Rollcard or you and a Consumer, or (iii) Rollcard or you otherwise obtains about a Consumer in connection with providing a financial product or service to that Consumer. Personally Identifiable Financial Information does not include items exempt from such definition under Applicable Laws; and
(f) "Publicly Available Information" means any information that you have a reasonable basis to believe is lawfully made available to the general public from: (i) federal, state, or local government records, (ii) widely distributed media, or (iii) disclosures to the general public that are required to be made by federal, state, or local law.
6.2 Privacy, Safeguarding, Disposal, Credit Reporting, Identity Theft, and Unlawful Practices.
Each party agrees to the following requirements related to Consumer privacy, safeguarding, information disposal, credit reporting, identity theft, and unlawful practices:
(a) Consumer Privacy Requirements.
Each party agrees to adhere to all Consumer privacy requirements which are applicable by law. The parties will comply with Rollcard's privacy policy. Each party represents to the other that it has received any necessary consent to share any NPI with the other for purposes of processing the transactions contemplated. Each party agrees to refrain from using or disclosing NPI, except to carry out lawful purposes including processing, servicing, at Consumer's consent or direction, and as otherwise allowed. Each party will only use NPI for such lawful purposes.(b) Safeguarding Requirements.
Each party agrees to safeguard NPI and to comply with all laws regarding the safeguarding of NPI. The parties represent and warrant to the other that they maintain appropriate safeguards and safeguarding policies to protect NPI. Each party requires the other party and their own employees and service providers to implement and maintain such safeguards. Each party represents that they have each taken appropriate steps to collect and retain the other as a recipient of such NPI.(c) Disposal and Hold Requirements.
Each party agrees to independently comply with all laws regarding the disposal of NPI. Each party represents and warrants that they: (i) protect against unauthorized or unintentional disposal of NPI, and (ii) lawfully dispose of NPI so that the information cannot practicably be read or reconstructed. Each party monitors compliance with such policies and procedures. Nothing in this Agreement alleviates either party of their respective duties to maintain records for applicable periods required by law, related to record retention for transactions related to individuals named in information shared between the parties. Each party acknowledges that at times the parties may each be required to cease record destruction, based on Applicable Laws. If one party instructs the other party to cease, then the other party will use its best efforts to comply with such request immediately. Notwithstanding any limitations on damages in this Agreement to the contrary, failure to comply will render the party receiving such instruction from the other party liable for all damages, fines, costs, attorney fees, and penalties that result from failure to properly comply with such instructions.(d) Credit Reporting and Identity Theft Requirements.
Each party agrees to independently comply with all laws regarding credit reporting and identity theft. Each party represents and warrants that it has maintained an independent policy and procedure to detect relevant identity theft red flags that may arise in the performance of any Consumer transaction activities, and it has conducted its business in accordance with reasonable policies and procedures designed to detect, prevent and mitigate the risk of identity theft.(e) UDAAP and Complaints.
Each party represents and warrants that it makes reasonable efforts to detect, prevent, and mitigate the risk of harm to Consumers that would arise if such party engaged in unfair, deceptive, or abusive ("UDAAP") activities. Each will continue in such efforts and notify the other party of Consumer complaints, so that each party may track such complaints and take appropriate steps to correct practices.
6.3 Compliance Management.
Rollcard maintains compliance management systems policies, procedures, training and oversight materials and programs which apply to all employees, independent contractors, departments, business lines, and which also apply to certain third-party service providers such as you. You acknowledge that Rollcard manages its service provider relationships in an effort to comply with Consumer expectations and Applicable Laws. You acknowledge that your provision of Affiliate Services to Rollcard may be deemed "material services" in connection with Rollcard's offering or provision of the Rollcard Services. You acknowledge that federal and state regulatory agencies maintain authority with respect to Rollcard's service providers. This authority may include the authority to review your operations on-site, review for compliance with Applicable Laws, and exercise enforcement powers as appropriate. You acknowledge that Rollcard management and regulatory agencies each require Rollcard to have an effective process for managing the risks of service provider relationships, and to ensure that Rollcard's business arrangements with you do not present unwarranted risk to Consumers.
6.4 Compliance Processes.
Each party agrees to the following compliance policies and processes:
(a) Compliance.
You agree that if your compliance policies and processes fail to meet Rollcard's standards regarding compliance, you will be required to change your compliance policies and processes. Failure to comply with such request will be grounds for severing your relationship with us.(b) Use of Service Providers or Assignment/Transfer of Obligations.
You agree to inform us, in writing, regarding the name of service providers you intend to use to perform functions under this Agreement. You will notify us of the service provider's function and provide a signed written acknowledgment from you indicating that you have determined that such service provider meets Rollcard's requirements. Your service provider must acknowledge in writing that Rollcard is authorized to monitor your reliance on and exposure to that subcontractor. You further acknowledge and agree that if a violation of any applicable requirement occurs (including but not limited to those related to engaging in unfair, deceptive, or abusive practices), as a result of any service provider's or your actions, inactions, recklessness, negligence, or breach of any duty, then you must promptly reimburse Rollcard for all penalties, fines, costs, court costs, attorneys' fees, damages, or other costs. Such reimbursement shall not be predicated on the service provider reimbursing Rollcard. Rollcard further maintains the right to terminate this Agreement if any of your service providers does not meet your obligations to us. You acknowledge that Rollcard is permitted to perform ongoing monitoring of its and your service providers.(c) Implementation and Reporting.
You agree to review all Applicable Laws related to your provision of Affiliate Services to us to become fully familiar with the requirements for the products offered, and to make necessary efforts to implement those requirements. You agree to promptly report to us all suspected incidents of data security breach, findings and reports by government agencies, threatened lawsuits, or regulatory measures, and internal audit findings.(d) Consumer Complaint System.
You agree to provide summary reports to us detailing the status and resolution of Consumer complaints whenever we request.(e) Compliance Audits and Periodic Attestations/Certifications.
You acknowledge that we may conduct periodic compliance audits (on-site or otherwise) of you and your subcontractors to evaluate compliance. You agree that Rollcard has the right to audit you to monitor compliance. You agree to provide attestations or certifications as to compliance when and if requested by Rollcard.(f) Consequences and Remedies.
You agree to make those efforts necessary to implement compliance requirements effectively. You further acknowledge and agree that if a violation of any applicable requirement occurs (including those related to engaging in UDAAP), as a result of your (or any of your service providers') actions, inactions, recklessness, negligence, or breach of any duty, then you must promptly reimburse Rollcard for all penalties, fines, costs, court costs, attorneys' fees, damages, or other costs. These remedies shall be in addition to, and notwithstanding, any other agreed upon provisions related to default and remedies.
7. Referred User Registration
Rollcard shall, subject to its good faith business judgment and discretion, forward new customers who follow the Links to the Rollcard Sites or use any Promo Codes associated with our Program or a combination of both, which will request them to agree to the relevant Rollcard Site's Terms of Use and Privacy Policy, and any other user agreement(s) Rollcard may require ("End-User Agreement(s)"). Rollcard reserves the right to reject or revoke registration for any reason in good faith, including, without limitation, the failure of any registrant to comply with the End-User Agreements, as such may be revised periodically. Rollcard shall use commercially reasonable efforts to track the number of Referred Users (defined below) who arrived by using the Links or use any Promo Codes associated with our Program or a combination of both. Rollcard's registration records with respect thereto shall be final and binding with respect to the Commissions (as defined below). To permit accurate tracking and reporting, you shall ensure that the Links and any Promo Codes are properly formatted. No Commission shall be remitted to you for registrations generated via Links or any Promo Codes that were not in the proper format, such proper format to be provided to you by us.
8. Commissions
8.1 Commission.
(a) For each Referred User (as defined below), you shall receive a commission calculated as a certain percentage rate of Profit per Product (each a "Commission" and collectively, "Commissions") for each single calendar month during the period of 24 months from the date that user of the Rollcard Services first becomes a Referred User (each a "Referred User Commission Period").
(b) The rates of any Commissions shall be confirmed to you in writing by Rollcard or, if applicable, shall be set out in the relevant IO.
(c) We reserve the right to amend, convert, increase, decrease or terminate the Commissions or any aspect thereof, including without limitation the payment structure, at any time during the Term by providing you with at least 15 days' written notice. Upon expiry of the 15 days' prior written notice, any relevant new Commissions will automatically apply to all Referred Users from that date. If you do not agree to the change, then you may terminate this Agreement by notifying us in writing in accordance with Section 10.2.
(d) We reserve the right to refuse any Referred Users (or to close or suspend their Rollcard user accounts and/or their use of the Rollcard Services) if necessary to comply with any requirements we may periodically establish.
8.2 Defined Terms.
Except as otherwise specifically indicated, the following terms shall have the following meanings in this Section 8 (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
(a) "Inactivity" or "Inactive" means, for you:
(i) where you have not sent at least 10 new Referred Users to us for a period of 3 consecutive months; or
(ii) the Profit derived from all Referred Users is less than $1,000 for any 3-month period;(b) "Product" means Rollcard-branded VISA debit cards and any other product provided by Rollcard as part of the Rollcard Services from time to time and at any time;
(c) "Profit" means Revenue retained by Rollcard after deducting:
(i) cash-back amounts paid to Referred Users;
(ii) any fees paid by Rollcard to set up or maintain such Referred Users, including, but not limited to, fees payable in respect of Referred Users who request a physical card;
(iii) bad debts in respect of Referred Users (defined in our sole discretion);
(iv) monies attributed to Prohibited Activity;
(v) transactions which are reversed by instruction from the cardholder's bank (commonly referred to as chargebacks); and
(vi) all associated administrative and operational costs incurred by us in respect of Referred Users;(d) "Prohibited Activity" means an actual or attempted act by you or any Referred User which is reasonably deemed by us to be:
(i) in breach of any Applicable Laws;
(ii) made in bad faith; or
(iii) intended to defraud us or any Rollcard Site and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us or any of the Rollcard Sites any damage or harm.Prohibited Activity shall also include, without limitation: (A) collusion; (B) abuse of promotions; (C) violation of money-laundering laws and regulations; (D) spamming (defined in our sole discretion); (E) false, misleading or unauthorised advertising or representations; (F) unauthorised use of any intellectual property rights (including third parties' and our rights); (G) creation of false Rollcard user accounts by you or any Referred Users; (H) collusion; and (I) manipulation of the Rollcard Services;(e) "Referred User" means each user of Rollcard Services who meets all of the following requirements:
(i) the user is eligible to open a Rollcard user account, but has not previously done so;
(ii) the user, while visiting any of your Affiliate Online Assets, clicks through one of the Links and is brought to the Rollcard Sites or uses any Promo Code or a combination of both;
(iii) the user completes the registration process for a new user account with Rollcard, including agreeing to all End-User Agreements then in place, except that if, between clicking through the Link or using any Promo Code or a combination of both and completing the registration process for a new user account with Rollcard, the user does any of the following, the user shall not be considered a Referred User for the purposes of calculating Commission:
(A) visit the Rollcard Sites by clicking through any of the Other Links and Promo Codes (defined below); or
(B) remove, disable, delete, destroy, or otherwise impair any component necessary for the proper functioning of Rollcard's tracking systems (e.g., by deleting the Rollcard tracking cookie placed with the user's Internet browser, thereby eliminating Rollcard's ability to reasonably identify the user as a potential Referred User); and(f) "Revenue" means VISA interchange fees paid to Rollcard in relation to Referred Users' usage of Products.
8.3 Determining Commissions to be Paid.
Commissions will only be paid for each Referred User during each relevant Referred User Commission Period. Commissions will not be paid if a Referred User cannot be tracked by Rollcard as set forth herein. You acknowledge and accept that you are one of many Rollcard affiliates or referrers operating traffic-generating links to the Rollcard Sites that are similar to the Links or any Promo Codes associated with our Program or a combination of both (the "Other Links and Promo Codes"). For purposes of certainty, you are not due any Commissions if, prior to registration with Rollcard, a user is directed from any of the Other Links and Promo Codes, regardless of whether that same user was at any time previously directed through a Link. You are due a Commission only if a Link is the most-recent Rollcard affiliate-operated or you-operated link from which the Referred User linked to the Rollcard Sites prior to completing a registration, as determined by Rollcard's tracking systems, which require the Referred User's internet browser to have accepted a Rollcard tracking cookie.
In order to calculate each Commission, Rollcard shall refer to the tracking links and/or marketing codes used by you, as well as any other resources Rollcard may deem appropriate, to determine the exact number of Referred Users in any given time frame. You hereby agree that Rollcard's measurements and calculations in relation to each Commission shall be final and not subject to review or appeal.
8.4 Inactivity.
(a) If we deem you to be Inactive, we may freeze your participation in the Program and notify you in writing that it has been frozen. If we freeze your participation in the Program and do not receive any response from you within 30 days of our notification ("Inactivity Notification Period"), we will be entitled to (but not obliged), at our sole discretion, either:
(i) remove you from the Program and terminate this Agreement in accordance with Section 10.2; or
(ii) decrease the amount of any relevant Commissions for any Referred Users, and any relevant new Commissions will automatically apply to all such Referred Users from the date on which any relevant Inactivity Notification Period will have expired.(b) If any Referred User is deemed to be Inactive, we may, at our sole discretion, either:
(i) de-track that Referred User (and you will no longer receive any Commissions in relation to them); or
(ii) decrease the amount of your Commissions for that Referred User (irrespective of whether that Referred User remains Inactive or becomes active again).
9. Payments of Commissions
9.1. Rollcard shall aggregate Commissions earned during a single calendar month into a single, lump-sum payment. Where possible, all Commissions payable by us shall be automatically raised and paid out to the bank account nominated by you within 30 days of the end of the relevant calendar month. In these circumstances, there is no requirement for you to raise an invoice for such Commissions. Notwithstanding the foregoing, we may, for technical or other reasons, request that you invoice us for the applicable amount of such relevant Commissions, and we shall pay you within 30 days from receipt of such invoice. We will give you 30 days' prior written notice if we require you to invoice us.
9.2. Commissions shall be payable in respect of Profit earned from any Referred Users during each single calendar month of each relevant Referred User Commission Period. In the event that a Commission for any Product in any single calendar month is a negative amount, we will be entitled, but not obliged, to carry forward and set off such negative amount against all future Commissions for that Product, which would otherwise be payable to you, until the negative balance is set off in full.
9.3. You will be solely responsible for reporting and paying all income and other related taxes associated with the Commissions paid to you and for all compensation, benefits and taxes to or for your employees and any third parties engaged by you in connection with your performance of your obligations under this Agreement, the provision of the Links and any Promo Codes associated with our Program or a combination of both, or any other activities under this Agreement. You shall defend, indemnify, and hold Rollcard harmless in all respects with regard to any failure by you to pay or comply with any taxes, penalties, damages, costs and expenses relating to payments to you made by us hereunder without withholding of taxes.
9.4. As set out in the definition of Profit, we will not be obliged to pay any Commissions which we deem (in our sole discretion) were generated by Prohibited Activity. If we deem any traffic to be generated by Prohibited Activity, we will notify you as soon as reasonably practicable. We will also be entitled, in such circumstances, to set off from future amounts payable to you any amounts already received by you which have been generated by any Prohibited Activity.
9.5. Rollcard reserves the right, in its sole and absolute discretion, to withhold payment of any Commissions owed to you if it has any suspicion or actual evidence of electronic or non-electronic tampering by you or a third party with the functioning of the Links, any Promo Codes or Rollcard's tracking or accounting of Referred Users, or if any computer viruses, bugs, unauthorized interventions, technical difficulties, or failures originating from any Link compromise or corrupt or affect the administration, integrity, or security of the Rollcard Sites or the Program.
9.6. You represent and warrant that you shall not, nor shall you authorise, allow, assist, or encourage any third party to post or serve any advertisements or promotional content promoting the Rollcard Sites or the Rollcard Services which relies on cookies dropping on an ad impression, whether through pop-up, on an i-frame or any other method (for the avoidance of doubt, you are only able to use such marketing techniques if cookies only drop as and when a user clicks on Rollcard marketing materials, including, without limitation, impressions, text links and banners, in order to visit the Rollcard Sites). If we determine, in our sole discretion, that you have engaged in any of the activities set out in this Section 9.6, we may (without limiting any other rights or remedies available to us) void and/or withhold any Commissions otherwise payable to you pursuant to this Agreement gained through such breach and/or terminate this Agreement under Section 10.2.
9.7. Where we deem the provisions of Section 8.4(a) apply to you, we may (acting in our sole discretion) apply a reduction at a particular percentage rate ("Commissions Reduction") to any Commissions balance that would be otherwise payable to you ("Commissions Balance") exceeding $100 for a consecutive period of three calendar months. The Commissions Reduction shall apply to the total Commissions Balance and be deducted on a rolling monthly basis until the total Commissions Balance is less than $100.
10. Term and Termination
10.1. This Agreement shall start on the date that we notify you that we have approved your participation in the Program and shall continue thereafter until it is terminated in accordance with this Section 10 (the "Term").
10.2. Either party may terminate this Agreement at any time upon 30 days' written notice to the other.
10.3. Either party may immediately terminate this Agreement by written notice for cause in the event of (i) a material breach of this Agreement which is incapable of remedy, which shall include any breach of any provision of Sections 4, 5 or 6, any Applicable Gambling Regulation (as defined below) or any Future Applicable Gambling Regulation (as defined below), or (ii) a material breach of this Agreement which is capable of remedy and which the counterparty does not remedy within 5 days after written notice thereof.
10.4. Without prejudice to any other terms of this Agreement including, in particular, Section 10.3, we reserve the right to terminate this Agreement, and to void or withhold any Commissions payable to you if we have reasonable cause to believe you have breached any terms of this Agreement.
10.5. Without prejudice to any other right or remedy available to us, if you breach this Agreement and/or we are required to do so by any Applicable Laws, we shall be entitled (but not obliged) to suspend any or all of your rights under this Agreement, with immediate effect. Your obligations under this Agreement shall continue during any period of suspension.
10.6. We may terminate this Agreement upon 30 days' written notice to you in the event that you undergo a Change of Control. "Change of Control" means (i) the consummation of a merger or consolidation or sale or other disposition of substantially all of the assets of a party, or (ii) the acquisition by any individual, entity or group of beneficial ownership of more than 50% of either (A) the then outstanding voting securities of such party; or (B) the combined voting power of the then outstanding voting securities of such party entitled to vote generally in the election of directors or managers.
10.7. Either party may terminate this Agreement if bankruptcy or insolvency proceedings are instituted by or against the other party, the other party is dissolved or liquidated, whether voluntarily or involuntarily, a receiver or trustee is appointed for all or substantially all of the assets of the other party or the other party makes an assignment for the benefit of creditors.
10.8. After any termination or expiration of this Agreement, Rollcard shall have no liability to you other than to provide any Commissions due to you that is attributable to Profit earned prior to such termination or expiration. All licenses granted herein under Section 3 of this Agreement shall terminate automatically upon termination of this Agreement, and you shall promptly cease use of any Licensed Materials, and Rollcard shall promptly cease use of any of your Affiliate Materials. Notwithstanding the foregoing, this Section 10.6 and Sections 1, 2, 11, 12, 13, 14, 15, 16 and 17 shall survive the termination or expiry of this Agreement.
11. Representation and Warranties
11.1. Each party hereby represents and warrants that:
(a) the party has the authority to enter into this Agreement and to fully perform its obligations hereunder;
(b) this Agreement does not and will not conflict with any of the party's other obligations to any third parties;
(c) the party complies and will continue throughout the Term to comply with all Applicable Laws in its performance of this Agreement; and
(d) the party has all necessary rights and authorities to provide the services and grant the licenses set forth herein.
11.2. You hereby represent and warrant that, with respect to all Applicable Laws that are sports gambling regulations and guidelines (collectively "Applicable Gaming Regulations"), acknowledging that certain of such Applicable Gaming Regulations are still being drafted and have not yet been promulgated in their final form (collectively, "Future Applicable Gaming Regulations"):
(a) you shall abide by all Applicable Gaming Regulations and all Future Applicable Gaming Regulations;
(b) for all Applicable Gaming Regulations, you shall abide by all applicable registration (including sub-affiliates if applicable), reporting, and advertising guidelines (including but not limited to language indicating geo-restrictions, age limits, and the required 1-800-GAMBLER disclosures), including all applications and documentation required by the applicable state gaming authorities, including but not limited to forms and applications required by the division of gaming enforcement (collectively, "Applicable Gaming Regulations Requirements");
(c) upon finalization for any Future Applicable Gaming Regulations, you shall abide by all Applicable Gaming Regulations Requirements required for all such finalized Future Applicable Gaming Regulations;
(d) you shall comply with all emergency Applicable Gaming Regulations and all draft Future Applicable Gaming Regulations until the relevant final Applicable Gaming Regulations or Future Applicable Gaming Regulations are promulgated; and
(e) you have not and are not currently commercially engaged with and shall not commercially engage with or otherwise conduct business with any illegal and/or offshore gambling companies for the duration of the Term. In addition, you shall use commercially reasonable efforts to not use any Licensed Materials, including, without limitation, advertisements, promotional items, and related marketing materials, to specifically target individuals under the age of twenty-one (or the minimum gambling age established by any Applicable Gaming Regulations or any Future Applicable Gaming Regulations), problem gamers or would otherwise violate any Applicable Laws, unless expressly instructed otherwise in writing by Rollcard.
Any violation of the foregoing shall constitute a material breach of this Agreement which is incapable of cure and is grounds for immediate termination by Rollcard without penalty or further obligation. Further, you shall indemnify and hold harmless Rollcard for any third-party claims related to violation of this section in accordance with the indemnification obligations set forth herein.
12. Indemnity
You shall indemnify and hold harmless Rollcard and its respective directors, officers, shareholders, affiliates and subsidiaries (collectively, the "Indemnified Entities") and the Indemnified Entities' respective officers, directors, shareholders, employees, independent contractors, accountants, attorneys, agents, successors and assigns of all of the foregoing persons and entities from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable outside legal fees and expenses, resulting from, arising out of, or related to any breach of any warranty, representation, covenant, or any other term or condition contained in this Agreement by the indemnifying party in this Agreement, or the negligence or willful misconduct of the indemnifying party. The foregoing indemnity is conditioned upon: prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed; complete control of the defense and settlement thereof by the indemnifying party; and such reasonable cooperation by the indemnified party, at the indemnifying party's expense, in the defense of such claim as the indemnifying party may request.
13. Warranty Disclaimer
EXCEPT AS OTHERWISE SPECIFIED HEREIN, EACH PARTY'S SOFTWARE, COMPUTER SYSTEMS AND OTHER ONLINE SERVICES (INCLUDING, WITHOUT LIMITATION, THE COMPANY SITES AND THE REFERRAL SITE) ARE PROVIDED TO THE OTHER PARTY ON AN "AS-IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INTERNET OR USE OF INFORMATION IN CONNECTION WITH ANY SOFTWARE OR COMPUTER SERVICES PROVIDED HEREIN.
14. Limitation of Liability
IN NO EVENT SHALL ROLLCARD, ITS AFFILIATES, SUBSIDIARIES, SUPPLIERS AND LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES AND STOCKHOLDERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR INDIRECT DAMAGES ARISING HEREUNDER, EVEN IF ROLLCARD, ITS SUPPLIERS AND LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES AND STOCKHOLDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS. ROLLCARD'S AGGREGATE MAXIMUM LIABILITY WITH RESPECT TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO YOU PURSUANT TO THE TERMS OF THIS AGREEMENT DURING THE PERIOD OF SIX (6) MONTHS PRIOR TO THE ACT OR OMISSION GIVING RISE TO SUCH LIABILITY.
15. Injunctive Relief
You acknowledge that a violation of this Agreement by you would cause irreparable harm to Rollcard that could not be adequately compensated by monetary damages. In addition to other relief, you agree that preliminary and permanent injunctive relief shall be available without the necessity of posting bond to prevent any actual or threatened violation of such provisions. You irrevocably waive your right to any injunctive or equitable relief against Rollcard and you are limited to claims for money damages (if any).
16. Confidentiality
"Confidential Information" means information disclosed by each party to the other party, including but not limited to the terms and conditions of this Agreement, trade secrets of each party, any information relating to each party's product plans, designs, ideas, concepts, costs, prices, finances, marketing plans, business opportunities, personnel, research, development or know-how and any other technical or business information of each party. The Confidential Information is provided for the sole purpose of effecting the performance of this Agreement. The receiving party shall not copy, reproduce, disclose, publish or disseminate any Confidential Information to anyone other than its employees, independent contractors, technical and business consultants, and/or legal and financial advisors (under a duty of confidentiality no less restrictive than the terms hereof, whether by pre-existing agreement or relationship) who need to know for business purposes related to this Agreement, and are informed regarding, and agree in writing to act in accordance with, the obligations of non-disclosure and non-use imposed by this Agreement. In any event, the receiving party shall use at least the same degree of care used by it to protect against the unauthorized use, disclosure, publication or dissemination of its own Confidential Information, but in any case no less than a reasonable degree of care. No disclosure of Confidential Information received may be made unless required by judicial or governmental order, investigation, or inquiry, or otherwise required by law, and the party to whom such information belongs first consents to such disclosure in writing. The disclosing party will immediately notify the owner of the Confidential Information of its intent to make any such disclosure, and give the owner an opportunity to object to such disclosure. Each party expressly agrees to include, maintain, reproduce and perpetuate all notices or markings on all copies of all tangible media comprising each party's proprietary or Confidential Information in the manner in which such notices or markings appear on such tangible media or in the manner in which either party may reasonably request.
17. Miscellaneous Provisions
17.1 Entire Agreement.
This Agreement is the entire agreement between the Parties with respect to its subject matter, and it supersedes all prior agreements, representations and understandings, whether express or implied and whether oral or written.
17.2 Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. Rollcard agrees that any suit for the enforcement of this Agreement may be brought in the courts located in the Borough of Manhattan, or any Federal court sitting therein, and consents to the exclusive jurisdiction of such court. Rollcard hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient forum.
17.3 Assignment.
You may not assign this Agreement without our prior written consent. Any purported assignment, sale, transfer, delegation or other disposition will be null and void ab initio, except as permitted by this Section.
17.4 Severability.
The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision of this Agreement.
17.5 Waiver.
No waiver of any term or condition hereof shall be effective unless in writing and signed by the authorized representative of the party against whom such waiver is asserted. Any waiver shall be specifically limited to its terms and shall not be deemed applicable to subsequent like circumstances.
17.6 Relationship of Parties.
The relationship of Rollcard and you established by this Agreement is that of independent contractors, and nothing contained in this Agreement will create or be construed to create any partnership, joint venture, agency, franchise, sales representative, employment or fiduciary relationship between the parties.
17.7 Notice.
All notices and other communications under this Agreement shall be in writing (including communication by electronic means) and shall be deemed to have been duly given when delivered in person, by email transmission, or by express or overnight mail delivered by a nationally recognized courier (delivery charges prepaid) to the respective parties as follows:
To Rollcard:
Rollcard, LLC
c/o Gambling.com Group Limited and GDC America, Inc.
The Station at LoSo
3600 South Boulevard, Suite 200
Charlotte, NC 28209
Attention: General Counsel
Email: legal@gdcgroup.com
To you:
To the address and email provided by you to us as part of the process of joining the Program.
Terms and Conditions Revised as of June 24, 2026.