This Affiliate Agreement (hereinafter referred to as the “Agreement”) is a legally binding contract entered into by and between you, an individual or legal entity (hereinafter referred to as “you,” “Affiliate,” or collectively with other affiliates as “Affiliates”), and FANPESA, a digital platform owned and operated by Jumbo Jackpot Limited, a corporation duly incorporated under the laws of THE REPUBLIC OF KENYA, bearing registration number C80163 with its principal registered office located at Bandari Plaza, Westlands, Nairobi (hereinafter referred to as the “Company,” “us,” “we,” or the “Affiliate Program”).

By completing the registration process for participation in the Affiliate Program, accessing or using any marketing tools provided by the Affiliate Program, or accepting any form of reward, bonus, commission, or other compensation, whether stipulated within this Agreement or otherwise made available as part of the Affiliate Program, you unequivocally acknowledge that you have read, fully understood, and irrevocably agree to be bound by the terms and conditions set forth in this Agreement.

The Company reserves the right, at its sole discretion, to amend, modify, or supplement this Agreement from time to time. While the Company will endeavor to provide notice of such amendments to Affiliates, it is your sole responsibility to periodically review this Agreement for updates. Your continued participation in the Affiliate Program following any such amendments shall constitute your express consent to be bound by the Agreement as amended.

KEY DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

• Affiliate: An individual who has attained the age of eighteen (18) years or a duly constituted legal entity that accepts the terms and conditions of this Agreement and engages in activities to promote the FanPesa Affiliate Program Product on the Internet.

• Affiliate Program: A sophisticated technical marketing platform designed to provide Affiliates with promotional materials for the purpose of advertising and promoting the FanPesa Product on the Internet.

• Product: A commercial project, including but not limited to online betting and casino services, advertised through the use of promotional materials on the Internet.

• Promotional Materials: A suite of tools, including but not limited to hyperlinks, banners, graphics, texts, and videos, used by Affiliates to advertise and promote the Affiliate Program Product on the Internet.

• Traffic: The aggregate of players who access the Product as a direct result of an Affiliate’s placement of promotional materials on the Internet.

• Offers: The specific terms and conditions, including but not limited to restrictions, rewards, tariffs, and payment models, which collectively govern the information disseminated by Affiliates to promote the Product of the Affiliate Program on the Internet.

• Payment Models: Compensation structures pursuant to which Affiliates are remunerated for achieving specific outcomes resulting from the placement of promotional materials on the Internet, including:

  • Cost Per Action (CPA): A payment model wherein remuneration is provided for the first deposit made by a player.

  • Revenue Share: A payment model wherein remuneration is calculated as a percentage of the Gross Gaming Revenue, defined as the difference between players’ stakes and their winnings and bonuses, minus an administrative fee and a payment processing fee.

  • Hybrid: A composite payment model comprising two distinct outcomes: (i) remuneration for the first deposit made by a player, and (ii) a percentage of the Gross Gaming Revenue, which offsets the remuneration for the first deposit over a minimum period of thirty (30) days, with Gross Gaming Revenue calculated as the difference between players’ stakes and their winnings and bonuses, minus an administrative fee and a payment processing fee.

• Active Player: A player who consistently returns to the Product, makes deposits, places bets, and engages in real-money gameplay.

• Reporting Period: The designated time frame during which the accumulation and calculation of an Affiliate’s earnings occur, preparatory to the withdrawal of such earnings to external payment systems.

1. CONDITIONS FOR PARTICIPATION IN THE FANPESA AFFILIATE PROGRAM

1.1 General Conditions

1.1.1. Prior to commencing any activities within the FanPesa Affiliate Program, each Affiliate shall be required to thoroughly review and expressly accept the terms and conditions of this Agreement.

1.1.2. By participating in the Affiliate Program, the Affiliate acknowledges and agrees that the Company may unilaterally amend this Agreement at any time without providing prior notice to the Affiliate.

1.1.3. By accepting the terms and conditions of this Agreement, the Affiliate represents and warrants that they are at least eighteen (18) years of age or, if a legal entity, are duly authorized to enter into this Agreement.

1.1.4. The Affiliate shall bear sole responsibility for maintaining the confidentiality and security of their personal login credentials, including but not limited to usernames and passwords, used to access the FanPesa Affiliate Program system. The Affiliate Program shall not be liable for any loss, theft, or unauthorized use of an Affiliate’s confidential data.

1.1.5. The FanPesa Affiliate Program reserves the absolute right to decline or terminate cooperation with any Affiliate at its sole discretion without obligation to provide reasons for such refusal or termination.

1.1.6. The FanPesa Affiliate Program retains the unilateral right to amend, revise, or supplement the Terms of Service governing the Affiliate Program. All documents published on the Affiliate Program’s official website shall be deemed current and authoritative, and no historical record of amendments shall be maintained.

1.1.7. The FanPesa Affiliate Program reserves the right to withhold payment of earnings under the CPA payment model if the players referred by the Affiliate fail to satisfy minimum quality standards, including but not limited to:

• The creation of multiple accounts by a single player (hereinafter referred to as “multi-accounts”).

• Instances where more than five percent (5%) of referred players request chargeback refunds.

• Anomalous player behavior, such as a high proportion of players failing to return to the FanPesa Casino or FanPesa Sports Betting platforms, or less than fifty percent (50%) of players making repeat deposits.

• In such instances, the Affiliate’s earnings may be recalculated pursuant to the Revenue Share payment model, subject to a turnover requirement equivalent to three times the deposit amount (i.e., deposit amount multiplied by three). Furthermore, the FanPesa Affiliate Program reserves the right to adjust the Affiliate’s financial balance in the event that a player referred through the Affiliate’s promotional link is suspected of engaging in fraudulent activities against the FanPesa Product.

1.1.8. Affiliates are strictly prohibited from maintaining accounts within the Product that were registered as a result of their own promotional materials. In the event such accounts are identified, both the Affiliate’s account and the player’s account within the Product shall be immediately blocked, and all associated balances shall be forfeited. This prohibition extends to individuals personally acquainted with the Affiliate.

1.1.9. Affiliates are expressly prohibited from employing cookie stuffing techniques, including but not limited to the use of cookies associated with the FanPesa brand.

1.1.10. The FanPesa Affiliate Program reserves the right to suspend or terminate an Affiliate’s account upon detection of motivated traffic intended to circumvent the rules and policies of the FanPesa Product.

1.1.11. The Affiliate Program shall provide Affiliates with unique promotional materials, including but not limited to hyperlinks. Each Affiliate shall bear sole responsibility for verifying the functionality of their promotional links and the accuracy of additional parameters displayed within their personal account. The FanPesa Affiliate Program shall not be capable of tracking players referred by an Affiliate in the event that their promotional links are inactive or improperly configured.

1.1.12. The post-click cookie retention period shall be thirty (30) days, after which all settings associated with such cookies shall be erased.

1.1.13. It is strictly prohibited for an Affiliate to register as a Referral if they already possess a valid Affiliate account or serve as a Referrer for an Affiliate account owned by a natural or legal person they control or to which they have access. Affiliates are prohibited from maintaining two or more Affiliate accounts within the FanPesa Affiliate Program. Should an Affiliate require the operation of multiple accounts, they must promptly notify the Affiliate Program’s support service and provide objective and reasonable justifications for such a requirement.

1.1.14. The FanPesa Affiliate Program reserves the right to request from an Affiliate detailed information regarding the sources of traffic used to promote the Product. Should an Affiliate refuse to furnish such information, the Affiliate Program reserves the right to terminate cooperation with the Affiliate without further notice.

1.1.15. The Affiliate Program reserves the right to suspend payments to an Affiliate if the administration has reasonable grounds to believe that the Affiliate has violated any rules or conditions of the Affiliate Program. Payments may be withheld for any duration necessary to investigate and clarify the circumstances. Upon confirmation of any violations, the Affiliate Program reserves the right to permanently block the Affiliate’s account without prior notice.

1.1.16. In the event of systematic use of obscene, offensive, or abusive language, or any form of harassment directed toward support service personnel, the Affiliate Program reserves the right to indefinitely deny the Affiliate access to online support services or to terminate cooperation entirely, resulting in the immediate blocking of the Affiliate’s account and the forfeiture of any balance therein.

1.1.17. All correspondence and personal communications with the administration, Affiliate managers, or support service personnel of the Affiliate Program shall be deemed strictly confidential. Affiliates are expressly prohibited from disclosing, publicly displaying, or providing third parties with access to such confidential information, or any portion thereof. Any violation of this confidentiality obligation may result in the termination of cooperation, blocking of the Affiliate’s account, and forfeiture of the Affiliate’s balance.

1.1.18. The use of images, photographs, or references to politicians, political themes, governmental institutions, charitable foundations, or initiatives, as well as the placement of advertisements or links on websites or resources in an unlawful manner, is strictly prohibited. Detection of such prohibited materials shall result in the immediate suspension of the Affiliate’s account.

1.1.19. Affiliates are strongly advised against using domains within the .ru zone for search engine optimization (SEO) websites, review pages, landing pages, or pre-landing pages due to the risk of domain blocking by relevant authorities.

1.1.20. The use of content, including but not limited to text, layouts, or designs, belonging to other brands to promote the FanPesa brand, particularly on SEO websites, is strictly prohibited. Similarly, the creation of cloned websites replicating those of top-performing Affiliates or the exploitation of bugs or vulnerabilities in search engine networks is forbidden. Any such violations shall result in the immediate blocking of the Affiliate’s account.

1.1.21. Brand-specific traffic generated through contextual advertising or one-page/small-page websites created exclusively for search query groups related to FanPesa shall be accepted solely under the CPA payment model. Brand traffic originating from review websites may be eligible for Revenue Share or Hybrid payment models, contingent upon the geographic location of the referred players.

1.1.22. Prior to commencing promotional activities, and upon request by the Affiliate Program, Affiliates shall be required to provide comprehensive information regarding the advertising materials intended for use in promoting the Product, including but not limited to hyperlinks to advertising websites, graphic content, banners, teasers, textual content, videos, and other related materials. In instances where promotional activities are conducted through third-party media, Affiliates shall provide objective evidence supporting such activities, including but not limited to screenshots of third-party advertising campaign statistics, previews of advertising materials, and technical data pertaining to placement. Failure to provide such evidence upon request may result in the termination of cooperation without payment of any remuneration.

1.1.23. When promoting the FanPesa Product through Telegram channels or bots, Affiliates are strictly prohibited from impersonating other media entities, using stolen content, channel descriptions, or other materials that mislead users or contain deliberately false or deceptive information. Detection of such activities shall result in the disconnection of the Affiliate’s account from the Affiliate Program following a thorough investigation conducted by the Affiliate Program.

1.1.24. The Affiliate Program imposes restrictions on the use of certain keywords in specific geographic regions for organic traffic sources and pay-per-click (PPC) advertising campaigns. Prior to launching such campaigns, the Affiliate’s designated manager shall provide a comprehensive list of all restricted keywords. Any attempt to bypass these restrictions shall result in the immediate blocking of the Affiliate’s account without payment of any accrued earnings.

1.2 Affiliate’s Domain Usage Policy

1.2.1. The Affiliate’s Domain Usage Policy delineates the permissible parameters for the use of domains and associated resources within the infrastructure of the FanPesa Affiliate Program. This policy is instituted to safeguard and optimize the operational efficiency of the Affiliate Program’s technological framework.

1.2.2. This policy establishes the rules, procedures, and internal regulations governing the functionality of an Affiliate’s domain, including the process for connecting a domain to the FanPesa Affiliate Program’s infrastructure, the timelines for such operations, and the conditions under which such functionality may be suspended or permanently revoked.

1.2.3. General Usage and Ownership:

• All domain administrators who grant access to their domains for integration with the FanPesa Affiliate Program’s infrastructure pursuant to the terms of this Agreement shall be subject to this policy. Any unauthorized access or use of a domain in a manner inconsistent with these terms is strictly prohibited.

• The FanPesa Affiliate Program neither requires nor facilitates the transfer of domain ownership to the Affiliate Program or any third party. Domain owners retain the right to modify or revoke domain management mandates or infrastructure accounts, including Name Servers, at any time, which may result in the immediate disconnection of the domain from the Affiliate Program’s infrastructure.

• Domains shall be used by Affiliates in a responsible manner and exclusively for legitimate business purposes aligned with the objectives of the FanPesa Affiliate Program. Any use that disrupts the operation of the domain, its associated services, or the broader objectives of the Affiliate Program is expressly prohibited.

• Any violation of these terms or receipt of claims from governmental or third-party legal authorities shall result in the immediate disconnection of the domain from the FanPesa Affiliate Program’s system, followed by arbitration proceedings as deemed necessary.

• The FanPesa Affiliate Program reserves the right to monitor, inspect, and analyze domain usage, content compliance, and network traffic routes associated with Affiliate domains for the purposes of enhancing monetization efficiency, improving content quality, and ensuring adherence to the Affiliate’s domain functionality requirements. Any violations of this policy may result in disciplinary measures, including but not limited to the termination of the Affiliate’s participation in the Program.

• The Affiliate Program shall notify the domain owner of any changes to the status of their domain within three (3) business days via email or other contact information provided in the Affiliate’s account profile settings.

• The terms of this policy shall be subject to periodic review and updates to ensure ongoing relevance and efficacy. Affiliates are obligated to remain informed of the most current version of these terms.

• Although content made accessible through an Affiliate’s domain may be owned by the FanPesa Affiliate Program, the Affiliate, as the administrator or moderator of the domain, shall bear sole responsibility for verifying the legitimacy and appropriateness of such content and its use.

1.2.4. Monitoring and Compliance:

• Domain names and associated resources that contravene Content Security Policy (CSP) 3.0 standards are strictly prohibited from use within the Affiliate Program’s infrastructure.

• All content associated with an Affiliate’s domain shall be subject to ethical validation and must comply with applicable personal data protection regulations and international standards safeguarding honor and dignity.

• The registration or connection of domains in countries or territories associated with sanctioned jurisdictions is expressly prohibited. Any transfer of a domain or account to ownership or control by individuals or entities listed on sanctions registers or located in sanctioned jurisdictions shall result in the immediate disabling of the domain or account.

• In the event of a Distributed Denial of Service (DDoS) attack targeting the FanPesa Affiliate Program’s infrastructure through an associated domain, the Affiliate Program reserves the right to suspend the connection between the domain and its infrastructure until the issue is fully resolved.

• All direct or indirect material or administrative costs arising from the use of a domain or the compliance of associated content shall be borne exclusively by the domain owner or registrant.

1.2.5. Limitations:

• The capabilities for logging events and collecting and storing statistics associated with an Affiliate’s domain shall be limited to a period of seven (7) calendar days.

• The use of third-party content or the cloning of top-performing websites for the purpose of search engine optimization (SEO) of the FanPesa brand is strictly prohibited. Any such violations shall result in the disabling of the Affiliate’s account following a thorough investigation.

• The FanPesa Affiliate Program shall not be liable for any damages, losses, or claims alleged to arise from the use of an Affiliate’s domain or its associated content, including but not limited to misuse by any individual or legal entity, inability to access the website, disruptions in data transmission, or operational errors within the domain.

In the event of any violation of the terms and conditions stipulated herein, the FanPesa Affiliate Program reserves the unequivocal right to terminate the Affiliate’s personal account within the FanPesa system without affecting payment of any accrued funds and without obligation to provide an explanation for such termination.

2. AFFILIATE COMMISSION STRUCTURE

2.1. The Affiliate’s earnings shall be derived from a predetermined share of the net income generated by the Product from players referred by the Affiliate. The percentage of the Affiliate’s income shall be contingent upon the specific offer, the Affiliate’s personal tariff, and the Product, as follows:

• A fixed payment for each player’s first deposit for players referred to the Product under the Cost Per Action (CPA) payment model, the amount of which shall be determined by the specific offer and tariff agreed upon between the Affiliate and the Affiliate Program.

• A commission of forty percent (40%) of the Gross Gaming Revenue for players referred to the Product under the Revenue Share payment model.

2.2. The Referral Affiliate Program for FanPesa Casino shall provide Affiliates (hereinafter referred to as “Referrers”) with remuneration equivalent to three percent (3%) of the total profits generated by new Affiliates (hereinafter referred to as “Referrals”) recruited through the Referrer’s unique referral link.

3. TERMS OF FINANCIAL SETTLEMENTS WITH AFFILIATES

3.1. All financial balances and reports maintained by the Affiliate Program shall be denominated in United States Dollars (USD).

3.2. The reporting period established by the FanPesa Affiliate Program shall be divided into two semi-monthly intervals, typically spanning fifteen (15) days each: from the first (1st) day to the fifteenth (15th) day of the month, and from the fifteenth (15th) day to the thirtieth (30th) or thirty-first (31st) day of the month, as applicable.

3.3. Payments shall be processed and disbursed within the first three (3) days following the conclusion of each reporting period, provided that the Affiliate’s account reflects a positive balance.

3.4. Any changes to payment details must be submitted at least five (5) business days prior to the conclusion of the current reporting period, and the Affiliate’s designated personal manager must be duly notified of such changes.

3.5. To facilitate the receipt of payments, Affiliates shall be required to accurately complete and maintain up-to-date billing information within the Finance section of their personal account in the Affiliate Program’s system.

3.6. The duration of any delay in the accrual or disbursement of payments (hereinafter referred to as a “Hold”) shall be determined at the sole discretion of the administration of the Affiliate Program.

3.7. The FanPesa Affiliate Program does not permit the early disbursement of Affiliate remuneration. The minimum threshold for payments from an Affiliate’s account shall be Fifty United States Dollars ($50).

3.8. A negative balance shall not be carried forward to the subsequent reporting period in instances where the FanPesa Affiliate Program requests the suspension of commission accrual for players generating negative income, subject to the approval of the Affiliate Program’s administration.

3.9. In the event that funds within an Affiliate’s balance remain unwithdrawn for a period exceeding six (6) months, the Affiliate Program reserves the right to suspend payments and forfeit such funds. Should the account remain inactive for an additional six (6) months, the account shall be permanently removed from the Affiliate Program. In the case of a blocked Affiliate account, the balance shall be reset to zero after thirty (30) days from the date of blocking.

3.10. The FanPesa Affiliate Program reserves the right to transition players referred through an Affiliate’s promotional link during a reporting period to the Revenue Share payment model if the proportion of active players falls below ten percent (10%) by the conclusion of the month, irrespective of whether the traffic satisfies key performance indicators (KPIs).

3.11. The FanPesa Affiliate Program shall not effectuate payouts to an Affiliate who has failed to attract a minimum of ten (10) players within six (6) months from the commencement of their participation in the Affiliate Program. Should the number of referred players fail to reach ten (10) after six (6) months from the initiation of traffic, the Affiliate’s earnings, whether derived from the CPA or Revenue Share model, shall be nullified within the account balance.

3.12. In instances where the Affiliate Program’s anti-fraud department identifies suspicious activity within the traffic attracted by an Affiliate, the Affiliate Program reserves the right to increase the qualification requirement for receiving payouts to thirty (30) active players.

4. DISPUTE RESOLUTION PROCEDURE

4.1 Procedure for Handling Disputes

4.1.1. The Affiliate Program shall not entertain or consider claims or disputes pertaining to lost profits.

4.1.2. The Affiliate Program shall not provide compensation for moral or non-pecuniary damages.

4.1.3. All complaints, reports, or disputes shall be submitted in writing to the designated support email address: support@FanPesa.com.

4.1.4. The maximum period for the consideration and resolution of complaints submitted by an Affiliate shall be between fifteen (15) and twenty (20) business days from the date of receipt.

4.1.5. In the event of a dispute not expressly addressed within the provisions of this Agreement, the Company reserves the sole and absolute discretion to render a final decision.

4.2 Consideration of Appeals and Resolution of Controversial Issues

4.2.1. All parties shall endeavor to resolve disputes through good-faith negotiation and written correspondence. Appeals submitted by Affiliates shall be accepted for consideration only if provided in written form and received no later than three (3) calendar days from the date on which the dispute arose.

4.2.2. Appeals must be submitted officially in writing via email to the relevant support services of the Affiliate Program. Appeals submitted through online communication platforms, including but not limited to Telegram or other instant messaging services, shall not be considered. Each appeal must include the following details:

• The Affiliate’s full name.

• The Affiliate’s email address.

• The Affiliate’s account number.

• The date and time of the dispute.

• A detailed description of the nature and circumstances of the appeal.

4.2.3. The Affiliate Program reserves the right to refuse consideration of an appeal in the following circumstances:

• The appeal fails to comply with the requirements stipulated in this clause.

• The appeal contains obscene, offensive, or derogatory language or insults directed at the Affiliate Program or its employees.

• The appeal includes threats against the Affiliate Program or its employees.

• The appeal is predicated on threats to damage the reputation of the Affiliate Program through social media or other public platforms.

4.2.4. The deadline for the consideration of an Affiliate’s appeal shall not exceed twenty (20) working days from the date on which all necessary and sufficient information pertaining to the appeal is received from the Affiliate.

4.2.5. In the event of disagreements concerning the operations or status of an Affiliate’s account, the parties shall review the operational protocols based on the data associated with the Affiliate’s account.

4.2.6. In the event of an Affiliate’s violation of any provision of this Agreement, the Affiliate Program reserves the right to terminate cooperation with the Affiliate without further notice.

4.2.7. Should the parties fail to reach a resolution through negotiation and correspondence within three (3) months from the date the dispute arose, the matter shall be escalated for adjudication in a court of competent jurisdiction in accordance with the laws of the Republic of Kenya, at the current jurisdiction of registration of FanPesa.

This Affiliate Agreement constitutes the entire understanding between the Affiliate and the FanPesa Affiliate Program with respect to the subject matter herein. By participating in the Affiliate Program, you irrevocably agree to abide by and be bound by all terms, conditions, and obligations set forth in this Agreement.