TERMS AND CONDITIONS

Version 1.0: 15.03.2022

These Terms and Conditions ("Partnership Agreement," "Agreement") are intended to form a legally binding and enforceable agreement with you ("Partner") as a candidate for the Partnership Program ("PP").

Please read these Terms and Conditions carefully.

If the statements on the Partnership Program Form conflict with the terms of this Agreement, the provisions of this Agreement shall prevail.

DEFINITIONS

Agreement — means (i) all terms and conditions set forth herein, (ii) the terms and conditions of the Commission structures applicable to various products and brands, and (iii) any other rules or guidelines of the Company and/or the Company's websites;

Company — XZ Solutions B.V., registered in Curacao under registration number 159328 and having its registered office at Dr. M.J. Hugenholtzweg 25, Unit 11, Curaçao;

Partnership Program — means the cooperation between the Company and Partner through which a Partner promotes the Company's websites and creates Referral Links from the Partner`s website(s) to the Company's websites. For such services, the Partner shall be paid a commission depending on the traffic generated to the Company's websites following the terms of this Partnership Agreement and the applicable product-specific commission structure;

Partner — a webmaster (a natural person or a legal entity) who fulfills the terms of the Partnership Program on the website bluechip.partners, whose primary purpose within the framework of the Partnership Program is to attract new players to the Company's resource, as well as to promote its products;

Partner account — a personal account of the Partner in the Partnership Program;

Referral link — a link to a specific site containing a unique user ID. Referral links are used to attract new users and accrue remuneration to Partners who brought them;

Confidential Information — means any information of commercial or substantial value relating to the Company, such as but not limited to financial statements, trade secrets, know-how, prices and individual rates, business information, products, strategies, databases, technology, information about new Partners;

Promotional Materials — means text, graphic, audio, video, and mixed promotional materials serving to promote the Company's products on the Internet;

Commission — is a monetary remuneration that the Partner will receive when certain actions are performed; the commission is calculated according to the CPA, Revenue Share, and Hybrid models;

Net Gaming Revenue — is calculated according to the formula: (All Losses - All Wins) - Admin fee = Net Gaming Revenue;

Admin fee — PP operating expenses;

Revenue Share model — means "revenue sharing." Working on the RevenuShare cooperation model, the Partner receives a certain percentage as a payment;

CPA (cost per action) — is a cooperation model which is designed to pay only for conversion actions performed, in this case, for the first deposit from a new player;

Hybrid — is a collaboration model which is a mixture of Revenue Share and CPA models.

Sub-Partner is defined as a new registered affiliate that has been directed to the Partnership Program by a current active partner.

1. GENERAL CONDITIONS AND PARTICIPATION IN THE AFFILIATE PROGRAM

BlueChip Partners is the one and the only direct advertiser of innovative Crypto Casino& Sportsbook BlueChip.

By registering, accessing, and using any of the promotional materials or accepting any commissions or bonuses contained in the Partnership Agreement or elsewhere in their Partnership Program, a Partner represents that:

• Partner has read, understands, and agrees to abide by the Terms outlined in this Partnership Agreement, and
• Partner is at least 18 years old.

The Company reserves the right to amend, change, delete or extend any provisions of this Agreement at any time and its own discretion without prior notice to the Partner. Up-to-date information will be on the PP website in the Partner Agreement.

Partner's duty and obligation to keep his contact and other information up to date and inform us about any changes by email: hello@bluechip.partners.

The Partner can register in the Partnership Program only once. Repeated registration, including as a sub-partner, is strictly prohibited. Changes to this Agreement will be posted on the PP page.

2. PARTNER OBLIGATIONS

The completed registration form and information provided by the Partner must be correct, and it is the full responsibility of the Partner. The Partnership Program Form is an integral part of the Partnership Agreement with PP, all data and personal information must be kept up to date. All damage caused by the sub-partner is considered to be caused by the Partner. Neither the Partner nor persons affiliated and/or related to them can play on the referral link of the Partner.

Partner can not play under anyone's referral link on his player account on bluechip.io which means Partner can not use other Partner`s referral link or promo code.

The Partner shall at all times provide PP with written confirmation of a valid telephone number, email address, and other identifying or financial information that PP may reasonably require.

Partner's obligation to defend and indemnify shall continue in effect after termination of this Agreement for any reason and shall not be limited by any other condition.

During the term of this Agreement and for six months thereafter, Partner will not attempt to damage PP's reputation in any way, and in particular, Partner will not directly or indirectly:

• encourage or induce or attempt to solicit any of PP's employees to enter into an employment or other contractual relationship with a Partner or a competitor of PP;
• or directly or indirectly enter into any agreement or contract, written or otherwise, with any player or otherwise provide services to any third party for the ultimate benefit of a player that the Program believes may compete with any services provided by PP to that player.

3. COMMISSION

Admin fee is up to 35%. Detailed analysis of the calculation formulas for RevShare should be clarified by your personal Affiliate manager.

If Partner does not attract more than 5 (five) new players within a calendar month, after 2 (two) months, PP has the right (but is not obliged) to change the terms of cooperation with the Partner, including 50% reducing the amount of fee to be received by the Partner.

For the first withdrawal, the Partner should have at least 30 USD in his balance.

The formula of Partner's commission calculation according to the Revenue Share model:

(All losses - all wins) - Admin fee = Net Gaming Revenue.

According to the Revenue Share model (hereinafter - RS), a Partner will receive income once a week at the request of the Affiliate Manager (every Monday for the period from Monday to Sunday of the previous week inclusive). If the Partner does not agree with the calculation, they should send a justification to hello@bluechip.partners within 7 (seven) calendar days.

Under the CPA model, the payment is made every 15th or 30th calendar day, in accordance with the terms of the Partnership Program agreed upon in advance. PP reserves the right to suspend payments for a period of up to 2 (two) months by giving prior notice to the Partner in case of unforeseen technical failures in the Partnership Program and in case there is necessity to check the Partner and their traffic sources.

Under the Hybrid model, the review of traffic for the previous month will be done till the 10th of the current month, payments will be sent till the 25th of the current month.

Under the Hybrid model, RS commission is paid along with CPA, so in case if RS commission is negative, it decreases CPA cost.

Under the both CPA and Hybrid models, qualification period from the date of registration takes 30 days. It includes reviewing the quality of Partner's traffic and fulfillments of KPI depending on traffic source. The Partnership Program reserves the right to change the amount of payment unilaterally or doesn’t pay for users if traffic isn’t qualified.

PP shall not be liable for any penalties, sanctions, and/or other losses which the Partner may incur as a result of their failure to comply with this Agreement, PP instructions, and/or all applicable laws and regulations in force from the beginning to the end of the cooperation.

The Partnership Program reserves the right to withhold partners' payments and/or suspend or terminate accounts if Partner`s players are сconsidered to be abusing any offers or promotions, whether with or without the Partner's knowledge.

By creating gaming account on the BlueChip website, the Partner automatically agrees and accepts the Terms and Conditions applicable to the gaming account.

4. TRAFFIC SOURCES AND INTEGRITY

If any promotional materials are found on the Partner's web resource or other resources that violate this Agreement, the Partner will be sent a warning with a request to replace or remove such materials. The Partner undertakes to rectify the violation within 6 hours. Only approved promotional materials may be used.

If the issue remains unresolved within the specified period, through the Partnership Program, the Company reserves the right to block Payments to the Partner until the violation is rectified. The Partner is liable in case the Partner deliberately conceals traffic sources. The Partner shall use only those promotional materials which will be provided to the Partner by PP for advertising, marketing, and promotion of the Company's websites. Links and/or promotional materials should not be modified without the prior written consent of PP. Only traffic sources that have been approved in advance by PP may be used by the Partner. It is forbidden to attract motivated and/or fraud traffic. Partner must provide proof of ownership or representation of the web resource indicated at registration (at PP's request). The following actions are prohibited: spam in social networks, placing contextual advertising mentioning the brand in any variation. If such actions are detected, the Partner's account will be closed, any accumulated funds will be canceled, and commissions will be withheld. It is also forbidden to use false information about the Company and bonuses. The Partner`s site will not contain any content that is defamatory, violent, illegal, threatening, obscene, discriminatory on racial, ethnic, or other grounds, or violates any rights of third parties and shall not contain links to such materials.

No commission shall be charged if PP has reason to believe that Partner-generated traffic is illegal, artificial, unfair, or violates any provision of the Partnership Agreement or any applicable laws and regulations.

The Partner shall remove all links to the Company and/or its brands and/or websites of the Company from the Partner's websites and/or other marketing channels and communications, whether the messages are commercial or otherwise, within 6 hours of receiving notification from the PP.

5. PERSONAL DATA POLICY

Your personal information may be processed by us. Personal information may include but is not limited to email addresses and transaction information, IP addresses, your first and last name, and the names of your employees, if applicable.

The BlueChip Privacy Policy located/available at https://www.bluechip.io/privacy-policy is an integral part of this Agreement. It sets out the terms of our processing of any personal data that we receive from you or that you provide to us, and it also applies to your use of our website. The Cookie Policy is also part of our Privacy Policy and contains details about the cookies we store on our website. By using our website, you consent to such processing and ensure that all data you provide is accurate.

6. CONFIDENTIAL INFORMATION

During the term of the Agreement, confidential information relating to our business, operations, or underlying technology and/or PP (including, for example, commissions received by you as part of a Partnership Program) may be disclosed to you from time to time.

You agree to avoid disclosure or unauthorized use of any such confidential information to third parties or external parties unless you have our prior written consent. You also agree that you will use confidential information only for the purposes of the Agreement. Your obligations concerning this clause shall survive the termination of this Agreement.

In addition, you must not publish any press releases or similar communications to the public regarding your participation in PP without the prior written consent of PP (with approval of the exact content, which PP must also approve).

7. TERM AND TERMINATION

The term of the Agreement begins when you are approved as a Partner and will continue until either party notifies the other in writing of its intention to terminate the Agreement. This Agreement may be terminated by either party by giving the other party at least seven (7) calendar days written (via email) notice of termination.

Cooperation between Partner and Company shall be terminated, in case Company reveals or suspects that Partner posted any inappropriate content not approved by PP, discredit PP or the Company through false advertising, written or spoken words.

8. FORCE MAJOR

Neither party shall be liable to the other for any delay or failure to perform its obligations under the Partnership Agreement if such delay or failure is caused by causes beyond its reasonable control, including but not limited to labor disputes, strikes, industrial disturbances, acts, acts of terrorism, floods, utility or communications failures, earthquakes or other accidents. If such an event occurs, the non-defaulting Party shall be excused from any performance prevented by such event to the extent prevented, provided that if the force majeure event continues for a period exceeding thirty (30) calendar days, either party may terminate the Partnership Agreement with immediate effect by written notice.

9. RESPONSIBLE GAMING

The Company is committed to responsible gaming and the prevention of gambling addiction at all times. You agree to cooperate with the Company to convey responsible gaming messages actively. In particular, you will not use any materials or target anyone under the age of 18 or the legal age for gambling in their jurisdiction.

10. RESPONSIBILITY

The Company shall not be liable for any economic losses, including but not limited to loss of profits, revenue, business, contracts, or loss of reputation of the Partner. You hereby agree and acknowledge that you have had the opportunity to review each provision contained in this Partnership Agreement, and you have had the opportunity to obtain independent legal advice concerning each provision of this Partnership Agreement. You hereby agree that all provisions of this Partnership Agreement are reasonable and valid.

11. DISCLAIMER

No exclusivity, joint venture, work, service, or franchise arrangements exist between Partner and Company under this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of Curacao without giving rise to a conflict of law concepts. You irrevocably agree to submit to the exclusive jurisdiction of the courts of Curaçao to resolve any dispute, conflict, or issue arising out of or relating to this Agreement or its enforceability, and you waive any objection regarding jurisdiction of the courts of Curaçao based on venue or the ground that the proceedings were brought in an inconvenient forum.

If you have any questions or concerns about this Agreement, or the Partnership Program itself, email us at hello@bluechip.partners.