Spartans Affiliate Program Terms

This document details the Affiliate Program Terms ("Terms") operated by Nexus International Entertainment Ltd. (referred to as "Spartans" in this document) and which manages the website Spartans.com ("Website").

By participating in the Program or accepting these Terms, whichever occurs first ("Effective Date"), you agree to be bound by them. These Terms, together with Spartans' Terms and Conditions and Privacy Policy, constitute a binding agreement between you and Spartans regarding your participation in the Program ("Agreement").

In case of conflict between these Terms and Spartans' Terms and Conditions or Privacy Policy, the latter shall prevail to the extent of any inconsistency.

You and Spartans may be referred to individually as a "Party" or collectively as the "Parties" in these Terms.

1. Services

1.1. Spartans hereby contracts you to perform the services specified in Annex A (the "Services"), should you be accepted into the Program.

1.2. By participating in the Program, you agree to provide the Services in accordance with the standards specified in Annex B ("Standards"), or as otherwise instructed in writing by Spartans, at its sole discretion, from time to time.

1.3. Spartans will implement quality assurance mechanisms regarding the Services. You agree to immediately adjust the delivery of the Services in accordance with the quality assurance feedback provided by Spartans.

1.4. Spartans reserves the right to alter the scope of the Services to comply with the quality assurance standards implemented by Spartans from time to time or to request that you re-perform the Services in accordance with such quality assurance standards.

1.5. To avoid any doubt, Spartans may, at any time, request that you delete any content or material comprising the Services, upon written notice. You agree to immediately comply with this deletion request.

2. Term and Termination

2.1. This Agreement commences on the Effective Date and remains in effect until:

termination by you, upon written notice with fourteen (14) days' advance;
immediate termination by Spartans upon written notice to you, without cause.

2.2. To avoid any doubt, you agree that you may not unilaterally alter the scope of the Services during the Term. While you may request an update to the scope of the Services during the Term, Spartans has the absolute discretion to reject such a request.

2.3. Should Spartans terminate this Agreement under suspicion that you have engaged in, participated in, or otherwise been associated with illegal behavior.

2.4. Upon termination:

all rights and licenses granted to you under this Agreement shall cease;
you must cease all advertising and publishing of materials related to Spartans; and
your entitlement to any Payment ceases.

3. Payment

3.1. In exchange for the Services provided by you, Spartans shall make payment as specified in Annex C ("Payment").

3.2. Spartans reserves the right to withhold (in whole or in part) any payment to you if you are or are reasonably suspected of being in breach of this Agreement, at its sole discretion and without any liability to you.

3.3. You are responsible for the payment or remittance of all applicable taxes regarding the Payment.

3.4. The Parties acknowledge that Payment processing may be subject to delays that are outside of Spartans' control, and for which Spartans is not responsible.

4. Eligibility

4.1. You must satisfy all conditions in Annex D ("Eligibility Requirements") (which Spartans may alter from time to time in writing) to participate in the Program.

4.2. Spartans reserves the right to assess your compliance with the Eligibility Requirements and notify you of any non-compliance, which must be remedied immediately upon notification.

4.3. You acknowledge that, notwithstanding your satisfaction with any Eligibility Requirements, Spartans has the absolute discretion to accept or reject your application and participation in the Program.

4.4. You agree to provide Spartans with all information it requests from time to time.

4.5. You warrant that all information provided to Spartans during the application process and during the Term is complete and accurate at all times. You further agree to promptly provide Spartans with any additional information it requests to verify your information.

5. Warranties

5.1. You declare and warrant the following:

you are not prohibited from providing the Services or using the Website;
you have full capacity and authority to enter into this Agreement;
you will not use misleading, fraudulent, or unethical marketing tactics;
you will provide the Services in accordance with this Agreement;
you have authority to enter into this Agreement;
you have control (by ownership, license, or other) over the entirety of the right, title, and interest in all of your intellectual property, and your content will not infringe any third-party intellectual property rights; and
your provision of the Services does not violate any other agreement by which you are bound.

5.2. Spartans shall not be responsible for any action, inaction, negligence, or non-compliance on your part and expressly disclaims any and all liabilities that may arise in relation to such actions or inactions.

6. Intellectual Property

6.1. You agree that all proprietary rights, title, and interest in all content, materials, feedback, and all other contributions made by you during the Program or in providing the Services shall become the exclusive property of Spartans upon their creation or provision.

6.2. During the Term, Spartans may grant you a limited, non-exclusive, revocable, worldwide, royalty-free right and license to use Spartans' trademarks, logos, visual identities, images or other materials, and other intellectual property (collectively, "Spartans IP"). You agree to use Spartans IP only in the course of the Program and subject to all limitations or restrictions imposed on such use by Spartans from time to time.

6.3. You grant Spartans the non-exclusive, non-revocable, worldwide right to use your image, likeness, and/or voice, as well as any materials you create in relation to or arising from participation in the Program, for promotional purposes, including, but not limited to advertising, marketing, and public relations, in any and all media formats, now known or hereafter developed.

6.4. To avoid any doubt, nothing in this agreement transfers or assigns any ownership or title in Spartans IP to you.

7. Limitation of Liability

7.1. Nothing in this Agreement limits any liability that cannot legally be limited, including, but not limited to liability for:

death or personal injury caused by negligence; and
fraud or fraudulent misrepresentation.

7.2. To the maximum extent permitted by applicable law, in no event shall Spartans be liable for any special, exemplary, punitive, incidental, or consequential damages, including lost profits, arising out of or in connection with the Services under this Agreement, regardless of whether such damages are foreseeable.

7.3. Spartans' liability to you is limited to the Payment actually paid to you in the twelve (12) months prior to any claim.

8. Indemnification

8.1. You shall indemnify, defend, and hold Spartans and any of its employees, agents, successors, and assigns harmless from and against any and all third-party claims, damages, liabilities, costs, and expenses, including reasonable attorney fees, arising from:

your breach of any obligation, covenant, representation, or warranty contained in this Agreement and in any associated Annexes;
your unauthorized use of Spartans IP;
your gross negligence and/or misconduct; or
your violation of any applicable law.

9. Use of Personal Information

9.1. You acknowledge that, in the course of the Program, you may have access to personally identifiable information about Website users ("End User Information"). Regarding such information, you agree to:

use such information exclusively in accordance with this Agreement and other policies provided to you by Spartans from time to time;
not disclose or share such information with anyone except with the relevant Spartans representatives who communicate with you in the normal course of the Services;
not store, copy, or transmit such information for any reason except for the provision of the Services or communication with Spartans; and
use the information strictly only in connection with the performance of the Services.

9.2. You acknowledge that, in the course of the Program, you may gain access to certain information, including, but not limited to the following types of information related to Spartans ( in any form, including, but not limited to oral, visual, written, electronic, or other tangible or intangible form) ("Confidential Information"):

all information related to Spartans, including the processes, concepts, and ideas behind Spartans' business;
information related to or contained in this Agreement;
all information related to Spartans' administrative, financial, or operational arrangements; and
all technical and non-technical information, expertise, trade secrets, and know-how related to Spartans' business affairs, products, services, customers, and strategies, which are directly or indirectly disclosed to you before or after the effective date of this Agreement, whether in writing, orally, or electronically, including, without limitation, information or data related to Spartans' products, systems, ideas, software

methodology, design methodology, and evaluation methodology and criteria, suppliers, customers, business plans, strategies, and financial status of Spartans, and any notes, memoranda, summaries, analyses, compilations, or any other writings related thereto;

any data or information of any description related to end users or their activities in their accounts on the Website, including End User Information.

9.3. Subject to clause 9.1, you agree to the following:

you will not keep a record of, disclose to any person or entity, or use the Confidential Information, except as expressly required by this Agreement or in accordance with Spartans' written instructions; and
you will bear full responsibility in relation to any unauthorized disclosure of the Confidential Information.

9.4. Subject to any written directive issued to you by Spartans, upon termination of this Agreement, you will cease using and delete any Confidential Information in your possession or accessible by you, regardless of form.

10. Relationship

10.1. In performing the Services under this Agreement, you are at all times acting and holding yourself out as an independent contractor. No action, omission, negligence, or omission on your part, in accordance with the terms and conditions of this Agreement, shall be construed as rendering you an employee of Spartans.

10.2. Nothing in this Agreement shall be deemed or construed as constituting a partnership or joint venture between the Parties, nor as constituting any Party as the agent or legal representative of the other Party for any purpose.

10.3. No Party has the right or authority to act for, or to incur, assume, or create any obligations, liability, or indebtedness, express or implied, on behalf of the other Party or to bind the other Party in any way.

10.4. You affirm that you are solely personally responsible for all your statements and opinions published online in the course of providing the Services and that such statements and opinions do not represent the opinions or perspective of Spartans.

11. Non-Disparagement

You agree that you and other persons under your direction or control will not make, publish, or communicate, or cause to be published or communicated, any disparaging or misleading statements or representations, directly or indirectly, whether orally or in writing, by word or gesture, to any person, about Spartans or any person or entity affiliated with Spartans; provided that this non-disparagement provision shall not restrict you from responding truthfully to an order of a court of competent jurisdiction or other binding legal or regulatory obligation.

12. Anti-Bribery

You shall:

12.1. comply with all applicable anti-bribery, anti-money laundering, and anti-corruption laws, statutes, and regulations;

12.2. not engage in any activity, practice, or conduct that would constitute an offense under the applicable laws referred to in clause 12.1;

12.3. comply with the ethics, anti-bribery, and anti-corruption policies that Spartans may provide to the Partner and update from time to time; and

12.4. promptly report to Spartans any request or demand for any undue financial or other advantage received by you in connection with the performance of this Agreement.

13. Applicable Law

13.1. The Agreement and any matters relating thereto shall be governed by and construed in accordance with the laws of Belize. You irrevocably agree that, as provided below, the courts of Belize shall have exclusive jurisdiction in relation to any claim, dispute, or difference concerning the Agreement and any matter arising therefrom, and you irrevocably waive any right you may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction.

13.2. Nothing in this clause shall limit the right of Spartans to initiate proceedings against you in any other court of competent jurisdiction, nor shall the initiation of proceedings in one or more jurisdictions prevent the initiation of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

14. Amendments

14.1. Spartans reserves the right to amend the terms of the Agreement at any time.

14.2. You will be notified of any substantive changes to the terms of this Agreement. If you continue to provide the Services after the changes have been notified to you, this constitutes tacit acceptance of the amended Agreement.

15. Severability

The provisions of this Agreement are independent and separable from each other. If any provision, or part thereof, is found to be invalid or unenforceable for any reason, such provision, or part, shall be deemed modified to the extent necessary to render it valid and operative and in a manner that most closely represents the intention of the parties as expressed herein, or if it cannot be so modified, then eliminated, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid part so modified or eliminated.

16. General Terms

16.1. If one or more provisions of this Agreement are found to be unenforceable under applicable law, then such provision may be excluded from this Agreement, the remainder of the Agreement shall be interpreted as if such provision were so excluded, and the remainder of the Agreement shall be enforceable in accordance with its terms.

16.2. This Agreement, including all associated annexes and schedules, represents the entire agreement between the Parties and supersedes any prior agreements, negotiations, letters of intent, memoranda of agreement, correspondence, or communications of any kind between the Parties relating to the subject matter hereof.

16.3. Any notice required by this Agreement shall be deemed effective and validly given if sent by email to the Party to whom the notice is addressed, at the email address used for ordinary communications between the Parties. The notice shall be deemed effective on the next business day after the email is sent.

16.4. No waiver of any default or breach of this Agreement by any Party shall be deemed a continuing waiver or a waiver of any other breach or default, no matter how similar. Likewise, the specification of any particular remedy in this Agreement shall not serve as a waiver of any other remedy available to any Party in law or in equity.

16.5. You may not assign this Agreement or any rights, duties, or obligations contained herein without the written consent of the Company. Spartans may assign this Agreement at its discretion.

Annex A: Services

Key Definitions:

Referral Link: Your unique tracking code or link provided by Spartans for identifying users directed by you to the Website.
Traffic Sources: The methods and channels you use to generate user traffic to the Website.
Affiliate: This refers to you, the individual or entity participating in the Spartans Affiliate Program.
Commission: The payment calculated based on the wager amount or other agreed-upon metrics of users you refer to the Website.
Users: Individuals who access and interact with the Website via your Referral Link.

The Services you will perform involve attracting Users to the Website using your approved Traffic Sources, strictly adhering to Spartans' instructions and the Standards.

Annex B: Standards

You shall comply with the following standards in performing the Services:

Accuracy and Truthfulness: You must not engage in any promotional activities that are misleading, false, or deceptive concerning Spartans, its products, or its services.
Ethical Conduct: You shall not be involved in, promote, or associate Spartans with any violent, illegal, or anti-social activities, content, or practices.
Good Faith: All your activities and the provision of Services must be conducted in good faith and in the best interest of the Program and Spartans.
Fraudulent Activities: You are strictly prohibited from engaging in any fraudulent activities, including but not limited to, generating artificial or bot-driven traffic, creating fake accounts, or engaging in any form of click fraud or impression fraud.
Intellectual Property Infringement: You must not use, copy, reproduce, modify, or distribute any of Spartans' intellectual property without explicit written authorization.
Compliance with Laws: You must ensure that all your promotional activities and Services comply with all applicable local, national, and international laws and regulations, particularly those related to online advertising, data privacy, consumer protection, and gambling.
Prohibited Content: Your Traffic Sources and promotional content must not contain or link to any content that is:
- Obscene, pornographic, or sexually explicit.
- Defamatory, libelous, or slanderous.
- Discriminatory based on race, gender, religion, nationality, disability, sexual orientation, or age.
- Harassing, threatening, or abusive.
- Illegal or promotes illegal activities.
- Infringes upon the intellectual property rights of any third party.
Spam: You must not engage in any form of spamming, including unsolicited email, SMS, or social media messages, as a means of promoting Spartans.
Brand Representation: You must represent the Spartans brand professionally and in a manner consistent with its image and values.
Data Protection: You must adhere to all data protection laws and the Spartans Privacy Policy in handling any user data.
Transparency: You must clearly disclose your relationship as an affiliate with Spartans in all your promotional materials, where required by law or best practices.

Annex C: Payment Terms

Commission Structure: Payment to you for the Services will be calculated based on a commission model, which may include:
- Revenue Share: A percentage of the net revenue generated by users you refer.
- Cost Per Acquisition (CPA): A fixed payment for each new user who meets specific qualification criteria (e.g., deposits a minimum amount, makes a certain number of wagers).
- Hybrid Model: A combination of revenue share and CPA.
  The specific commission rates and qualification criteria will be communicated to you separately and may be updated by Spartans from time to time with reasonable notice.
Calculation of Payment: Commissions will be calculated by tracking system, wich you can access here. All decisions regarding commission calculations, including the definition of "net revenue" or "qualified user," are at the sole discretion of Spartans.
Payment Schedule: Payments will be processed on a weekly basis, typically within 7 (seven) days after the end of the relevant payment period. Payment thresholds (minimum earnings required for payout) will apply and will be communicated to you.
Payment Method: Payments will be made via cryptocurrency to the payment details provided by you in your affiliate account that you can access here. It is your responsibility to ensure your payment information is accurate and up-to-date. Any fees associated with the chosen payment method will be borne by you.
Chargebacks and Fraud: In the event of chargebacks, fraudulent activity, or refunded transactions attributable to users referred by you, Spartans reserves the right to deduct such amounts from your future payments or request a refund for past payments.

Reporting: Spartans will provide you with access to an affiliate reporting system to track your referrals, earnings, and other relevant metrics. You can access it here.

Annex D: Eligibility Requirements

To be eligible for and remain in the Spartans Affiliate Program, you must meet and continually adhere to the following requirements:

Legal Age: You must be at least 18 years of age, or the legal age of majority in your jurisdiction, whichever is higher.
Compliance with Laws: You must be in full compliance with all applicable laws and regulations in your jurisdiction regarding online advertising, marketing, and any other activities related to the Services.
Website/Platform Ownership: You must own or have legitimate authorization to operate the website(s) or platform(s) (e.g., social media accounts, content sites) through which you intend to promote Spartans.
Content Standards: Your promotional channels and content must:
- Not contain any content that is illegal, defamatory, obscene, sexually explicit, violent, discriminatory, or promotes illegal activities.
- Not target minors or individuals below the legal gambling age.
- Adhere to all applicable advertising and marketing codes of conduct.
No Misrepresentation: You must not misrepresent your relationship with Spartans. You are an independent contractor, and your promotions must clearly reflect this.
Honest Information: All information provided by you during the application process and throughout your participation in the Program must be true, accurate, and complete.
Traffic Source Approval: All Traffic Sources you intend to use must be declared to and approved by Spartans. Spartans reserves the right to reject or request the cessation of any Traffic Source at its sole discretion.
No Self-Referral: You are strictly prohibited from referring yourself or individuals within your immediate household or network as Users to gain commission.
No Brand Bidding: You are prohibited from bidding on Spartans' brand terms (e.g., "Spartans," "Spartans Casino," "Spartans Sportsbook," or any misspellings thereof) on search engines or other advertising platforms.
Ethical Practices: You must not engage in any unethical or dishonest practices designed to artificially inflate your commission earnings.