The following terms and conditions (the “Addendum“) is an addendum to the Pinnacle affiliates agreement (the “Agreement”) in place between Ragnarok Corporation N.V., with company registration number 79358, whose registered office is located at Pletterijweg 43, Curaçao (hereinafter "Pinnacle", "we", "us", "our") and you acting as an affiliate (the “Affiliate“) in order to regulate the relationship for its activity towards Italian resident players and/or within the territory of Italy in consideration of the primary legislation applicable to remote gambling such as, among others, the Legislative Decree no. 206/2005 (the “Consumer Code”), the Legislative Decree no. 231/2007 (the “AML Decree”), Article 7 of the Legislative Decree no. 158/2012 converted into Law no. 189/2012 (the “Balduzzi Decree”), Article 9 of the Law Decree 12 July 2018, no. 87 as converted into Law no. 96/2018 (the “Dignity Decree“) and the guidelines issued by the Italian Communications Authority, with Decision 132/19/CONS dated 26 April 2019 (the “AGCOM Guidelines“) and relevant Italian gambling regulator Agenzia delle Dogane e dei Monopoli (the “ADM”) implementation provisions, all collectively defined as “Italian Gambling Regulation”. Any reference in the Agreement to “Banner”, “Text Links”, “marketing” and "Marketing Materials” shall be herein intended and strictly limited to information and comparative materials/activities and possibly other content which fully comply with applicable laws and regulations in Italy. This Addendum is performed pursuant to introductory paragraph of the Agreement according to which the Affiliate agreed to be bound by the Agreement as included on our website. The Affiliate shall read this Addendum carefully to ensure that it understands its obligations as well as the potential liabilities should it fail to comply with them.
This Addendum will take effect and will be binding from the date of its publication on Pinnacle Website, or any other website as may be directed by us (the “Effective Date”). By continuing to operate with the Affiliate Program and/or perform the activities subject of the Agreement, following the Effective Date, the Affiliate agrees to be bound to this Addendum too. This Addendum is applicable to the activities conducted by the Affiliate towards Italian resident users and/or within the territory of Italy in relation to www.pinnaclesport.it and/or any other site run by Us directed to Italian resident users (the “Italian Sites”). In case of discrepancies between the Agreement and this Addendum, the latter shall prevail with reference to the Italian Sites. If the Affiliate does not accept to be bound to this Addendum, then it shall immediately cease the activities subject of the Agreement and it is its responsibility to terminate them in accordance with the modalities provided therein.
3.1 AFFILIATES’ INFORMATION SERVICES It is the Affiliate’s obligation to act in compliance with all the applicable rules in the territory of Italy, including but not limited to the Italian Gambling Regulation, conducting information services on Us and on Our services, ensuring that any information it provides to the public in the performance of the Agreement with reference to the Italian Sites is a message exclusively aimed at informing users about the products and services offered by the Group without any form of promotional emphasis as well as comparing our services, products or offers with others gambling licensees in Italy as mentioned under 3.2. It is the Affiliate’s obligation to provide its informative services in compliance with the principles of continence, non-deceptiveness and transparency stated under the AGCOM Guidelines. On the contrary, it is prohibited, and the Affiliate should not perform in any of the Affiliates Websites, any advertising or promotional / commercial communication, which by way of example consists of a message that is mainly associated with a specific call to action to gamble (i.e. an invitation to participate to a specific promotion or register to a given platform). Should You be allowed to amend or modify the contents or the Marketing Material, as herein defined, You undertake to carry on and declare to have knowledge that any creativity in the design or content must be the most neutral and drawn up with informational purposes. The Affiliate is not authorized to conduct promotional campaigns or to promote paid advertising with keywords or other material relating to the Italian Sites on any Internet search tools (e.g. purchase of cd. back link on Google; etc.). Should the Affiliate promote and/or advertise other activities that are not gambling, these services shall not in any event and in whatsoever manner be an indirect advertising of the Italian Sites and shall be independent from the Italian Sites information services. 3.2 COMPARISON OF SPORTING ODDS AND COMMERCIAL OFFERS Odds and commercial offers (e.g.: bonuses, jackpots and features of the games) on the Italian Sites shall be put in comparison with other ADM gambling licensees in Italy only and shall be provided to users and Affiliate’s websites visitors through an informative (and not promotional/commercial) communication without any form of promotional emphasis. Odds and commercial offers comparison shall be displayed with a neutral language without any call to action/incitement to gamble or sense of urgency. Also, when displaying Our banners related to odds and commercial offers, the banners shall not contain a claim of superiority compared to the rest of the market if that is not supported by evidentiary data. Affiliates are prohibited to associate Our brands and/or the Italian Sites with those of operators that accept Italian resident players while not holding an Italian license granted by ADM. Also, it is the Affiliate’s obligation to provide its comparison services in compliance with the principles of continence, non-deceptiveness and transparency. 3.3 DISPLAY OF LOGOS The Affiliate is allowed to show the url and domain names of the Italian Site for informational and comparison purposes only, where strictly identifying us as ADM licensee and our gambling activity on the Italian Sites, consistently with par 3.1 and 3.2 of this Addendum. 3.4 RETENTION ACTIVITIES The communication of information and comparison services such as the reporting of odds and commercial offers via email, SMS, direct messages or push notifications is to be considered allowed only when users expressly request it, provided that this is strictly limited to what users asked for. On the contrary, the delivery of CRM and/or advertising, promotional/commercial communications is prohibited. The Affiliate may not inform about the Italian Sites through the use of spam messages. The Affiliate shall not ask users to receive marketing communications. It is however possible for the users to voluntarily subscribe to a service relating to the provision of information and comparison services on odds/promotions, leaving the possibility to the user to select the type of events/promotions/products on which they want to receive information.
Unless otherwise agreed in writing, the Commission Structure for the Affiliate’s activities under this Addendum will be based on both a CPA Commission and a Revenue Share Commission based on the Players. Any reference in the Agreement to “Player/s” shall be herein intended as a customer that is attached to the Affiliate’s Xcode and has (i) been promptly verified and approved in accordance with applicable regulatory requirements, including any applicable ID verification within 30 days of registering with our Italian Site; and (ii) meets any other qualifications based on gaming activity which we may add from time to time at our discretion. The number of Players per individual household computer is strictly limited to one. In case we suspect bad faith and/or fraud within the Player/s registration and/or gambling activity (such as collusion; chargeback of its deposits; bonus abuse; etc.), these Players will be automatically excluded from the Affiliate’s commission. Any reference to “CPA Commission” shall be herein intended as a fixed monthly amount expressed in Euros per Player. Unless otherwise stated, Player’s deposit and spending limit in CPA Commission calculation may vary month per month. Any reference to “ Revenue Share Commission” shall be herein intended as a commission based on the applicable percentage of Players’ Net Gross Revenue (“NGR”) i.e. the total of collection, less the winnings less any credits, bonus or other promotional amounts given to Players, less any returned transactions or any uncollectible (or refunded) revenue attributable to a Player (including chargeback or in settlement of any claims involving a Player), less any third party fees (including payment processing fees, any end-user verification and validation fees, software royalties and any game content fees, etc) attributable to a Player, less any licensing fees, applicable taxes or similar mandatory payments imposed by ADM having jurisdiction over the Group. Where you earn your commission in accordance with the Revenue Share Commission scheme, Pinnacle will apply a negative balance carry-over policy, consisting of the following two rules : (i) in reaching the total commission amount owed to you in a calendar month, Pinnacle shall calculate all commissions, both positive and negative, generated by Players via our Italian Site; and (ii) in the event that at the conclusion of a calendar month the commission generated by Players via our Italian Site is a negative amount, we shall apply such negative amount to the Revenue Share Commission calculation of the subsequent calendar months until such time as the negative balance has been fully set-off against future positive commission amounts generated or any other payment payable to you by any entity in the Group or issue an invoice for such negative amount at our discretion. You hereby acknowledge and accept that all commission amounts will be displayed by us in US Dollars but actually paid to you in Euros. All currency conversions executed by Pinnacle for such purpose shall be in accordance with the average monthly exchange rate published on www.oanda.com at the time of conversion. In the event that your activities does not comply with this Addendum, you shall not be permitted to receive any commissions generated, as defined above.
The Affiliate agree that in the event that Pinnacle or the Group reasonably believes any of your activities put at risk or may in any way damage Pinnacle or the Group, then it shall notify you of such matter and you shall take such measures, including where required cancellation of the relevant activities, in order to remedy such situation. In any event, you shall ensure, whether you are based in Italy or elsewhere, that all of your activities are compliant with applicable legislation in Italy. In addition, we may terminate the Agreement and this Addendum with immediate effect, if we determine, in our sole discretion, that your methods of informing about the Italian Sites (including websites, emails, applications, all as indicated in your application) are not suitable for any reason or infringe the Italian Gambling Regulation. In case of breach of the obligations set out in this Addendum and/or your negligence in performance the activities in accordance with this Addendum, or failure to in any way meet your obligations hereunder, the indemnity clause as set out in art. 6 of the Agreement shall apply. We may modify any of the terms and conditions contained herein, at any time and at our sole discretion.
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