This EasyWin Partner Programme Terms and Conditions ("Agreement") contain the terms and conditions that govern your participation in the EasyWin Partner Programme (the "Programme").

The following expressions and derivatives thereof appearing in capital letters in this Agreement shall have the meanings hereby assigned to them unless specified otherwise, it is being understood that such expressions appearing in small letters shall have their common definition as the context requires. The same principle shall apply to expressions defined elsewhere in this Agreement.

"EasyWin" means EASYWIN LOTTO LTD, the licensed by the Lotteries control board of Nigeria.

"You" or "your"means the applicant and/or participant in the Programme.

"A site"means a site.

"EasyWin site"means https://partner.easywin.ng

"Your site"means any site(s) and software application(s) that you own or operate or access to and link to the EasyWin Nigeria site.

"Sub-Partner site"means any site(s) and software application(s) that is owned or operated by any of the Sub-Partners and Links to EasyWin Nigeria site via the Link.

"Sub-Partner"means an owner or operator of a site that has been notified by EasyWin Nigeria in advance and approved by EasyWin Nigeria according to this Agreement.

The purpose of the Programme is to permit you to advertise EasyWin Nigeria services and products available on EasyWin Nigeria site (collectively the "EasyWin Nigeria Services") on your site and the site of any approved Sub-Partner, and to earn the commission for Acquired Customers’ use of EasyWin Nigeria Services as described further in this Agreement. In order to facilitate your advertisement of EasyWin Nigeria Services, EasyWin Nigeria may make available to you data, images, text, link formats, widgets, approved banners, Links and other linking tools, and other information in connection with the Programme (the "Links"). Any of the Links provided to you by EasyWin Nigeria may be used by you only pursuant to this Agreement.

3.1 To begin the enrollment process, you will complete and submit the online application at https://partner.easywin.ng. We manually approve applications and keep in mind that we may re-evaluate your application subsequently.

3.2 You must provide accurate information about you in your application to the Programme and correctly identify your marketing plan (provide your site if any). We will evaluate your application and notify you of its approval or rejection. We may reject your application and/or suspend and/or terminate your participation in the Programme if we determine that your resources or marketing plan is unsuitable. "Unsuitable" means:

(a) promote or contain sexually explicit materials;

(b) promote violence or contain violent materials;

(c) promote or contain libellous or defamatory materials;

(d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;

(e) promote or undertake illegal activities;

(f) violate intellectual property rights of others.

3.3 You will be allocated a partner account upon your approval for participation in the Programme and will receive a Partner ID once you have been approved for the Programme. You must use that Partner ID to format Links to ensure any Acquired Customers’ use of EasyWin Nigeria Services is allocated to your Partner account. It is your sole responsibility to safeguard the Partner ID and to ensure the Partner ID is included in the Links placed on your site or the Sub-Partner site.

3.4 You will have only one account with EasyWin Nigeria in connection with your participation in the Programme and you will not, nor attempt to, open another account, nor will you earn commissions on your own or related person’s EasyWin account. Any such activity will result in the freezing of the Partner account(s) and any related EasyWin account(s), as well as the forfeiture of the respective account balance(s), removal of any relevant commission(s) and you will forfeit all future commissions from all other unrelated accounts. Any such commission(s) that cannot be recovered from the balance(s) will be owned by the Partner to EasyWin.

3.5 You will ensure that the information in your Programme application and otherwise associated with your partner account, including your phone number and email address along with other contact information and identification of your site if any, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications related to the Programme and this Agreement to the phone number/email address then/currently associated with your Programme account. You will be deemed to have received all notifications, approvals, and other communications by SMS/email, even if the phone number/email address associated with your account is no longer in use.

3.6 You are solely responsible for any marketing initiatives you and/or any of your Sub-Partners conduct in relation to your site and/or customers, including, without limitation, compliance of such initiatives with the applicable legal requirements. You will indemnify EasyWin Nigeria from any and all claims in relation to such activity in full.

3.7 In the event you fail to generate at least 50 (Fifty) New Acquired Customers every 3 (three) months from the date of EasyWin Nigeria provides you the Partner Code, EasyWin Nigeria has the right to terminate your participation in the Programme by providing seven (7) days’ notice.

3.8 By participating in the Programme, you agree that you will comply with the terms of this Agreement at all times and any supporting materials that EasyWin Nigeria may make available to you. You will provide EasyWin Nigeria with any information that we request to verify your compliance with this Agreement. In addition to any other rights or remedies available to us, we may terminate this Agreement, withhold (and you agree you are not eligible for) any commissions payable to you under this Agreement, or both, if we determine that you or other persons that we determine are partnered with you have not complied with this Agreement.

3.9 In connection with your participation in the Programme you will comply with all applicable laws, rules, regulations, orders, licences, permits, judgments, decisions, guidelines, codes of practice, and other requirements of any governmental authority or self-regulatory body that has jurisdiction over you.

3.10 You hereby consent to EasyWin Nigeria to send you SMS/emails related to the Programme as may be necessary; record, use and disclose information about your site and visitors to your site that we obtain via the Links; crawling and otherwise investigating your site to verify compliance with this Agreement.

4.1 You will be permitted to appoint a Sub-Partner to place the Links on the Sub-Partner’s sites subject to (i) advance notification to EasyWin Nigeria of the proposed Sub-Partner, (ii) EasyWin Nigeria’s approval of the Sub-Partner and (iii) you entering into a written agreement with the Sub-Partner in relation to their use of Links according to the terms Section 4 of this Agreement. You explicitly agree that EasyWin Nigeria may withhold the approval of any Sub-Partner at its sole discretion and in any event, without limitations, no Sub-Partner will be accepted by EasyWin Nigeria whose marketing plan with its site is deemed to qualify as unsuitable pursuant to the provisions of Section 2 above.

4.2 You cannot authorise any third party to display the Links of their site unless such third party has been notified to and approved by EasyWin Nigeria pursuant to Section 4.1 above. EasyWin Nigeria has the right to request a copy of the written agreement between you and such third party at any time and you agree to provide such agreement to EasyWin Nigeria without undue delay. In your notification to EasyWin Nigeria about the third party to be approved by EasyWin Nigeria as a Sub-partner, you must include accurate information about the proposed third party, including the nature of its business, the site, and contact information. For the avoidance of doubt, this agreement is between you and EasyWin Nigeria and EasyWin Nigeria will communicate only with you in relation to your participation in the Programme. Notwithstanding the foregoing, EasyWin Nigeria will have the right to enforce its rights in any of the Links directly with any third party.

4.3 In the event of breach of any of the provisions of Section 4.1 and 4.2 above, EasyWin Nigeria has the right to terminate your participation in the Programme and this Agreement with immediate effect.

4.4 At any time during your participation in the Programme, EasyWin Nigeria may require the removal of the Links from your or any Sub-partner site, for any reason, and you will ensure compliance with such request within 3 (three) calendar days from the date of receipt of the request. EasyWin Nigeria reserves the right to suspend and/or terminate your participation in the Programme if you fail to comply with such request.

5.1 After you have been notified that you have been accepted into the Programme, EasyWin Nigeria will provide you the Links, at its own cost, that you may display on your site and/or permit the approved Sub-Partners to display the Links on their sites, provided that such Links properly utilize the special "tagged" link formats EasyWin Nigeria provides including the Associated ID assigned to you.

5.2 You may use the Links solely for and during participation in the Programme and in accordance with this Agreement. You may not alter the Links in any manner, other than to ensure its full functionality, placement and visibility on your site, including the integration of Partner ID into the Links. You are solely responsible for the placement of each Link on your site and/or Sub-partner's site, and for ensuring that it includes the appropriate formatting necessary for us to properly track referrals of customers from your site. Notwithstanding the foregoing, you shall not alter the approved logo in any way including but not limited to, changing the proportion, colour, or font of the logo, or adding or removing any element(s) to or from the logo without EasyWin Nigeria’s prior written consent.

5.3 You may not use the Links, including the logo, in any way that implies sponsorship or endorsement by EasyWin Nigeria of your site and/or your business, products or services.

5.4 You may not use the Links, including the logo, to disparage EasyWin Nigeria, its products or services, or in a manner which, in EasyWin Nigeria’s sole discretion, may diminish or otherwise damage or tarnish EasyWin Nigeria or its goodwill in the Links and/or the logo.

5.5 You acknowledge that all rights, title and interest to and in the Links (including all intellectual and proprietary rights), are the exclusive property of EasyWin Nigeria and/or its Partner, and all goodwill generated through your use of the Links, including the logo, will inure solely to the benefit of EasyWin Nigeria or its Partner.

5.6 The provisions of this Section apply to the use of Links by any Sub-partner and EasyWin Nigeria reserves the right to enforce its rights in relation to the use of the Links by any Sub-partner directly with any Sub-partner.

6.1 You will be solely responsible for your marketing plan and your site including its development, operation, and maintenance and all materials that appear on or within it.

6.2 EasyWin Nigeria will have no liability for any of the matters related to your site and/or any Sub-Partner site, or for any of your and/or Sub-Partner’s end users’ claims relating to your site or Sub-Partner site. You hereby release and will defend, hold harmless, and indemnify EasyWin Nigeria, and/or its Partners, directors, officers, agents, successors and assigns from and against any allegation or claim based on any loss, damage, settlement, cost, expense and any other liability (including but not limited to reasonable legal fees) arising from any act or omissions by you and/or Sub-Partner, including without limitation (i) breach of this Agreement; (ii) allegation or claim of negligence, strict liability of wilful misconduct, (iii) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (iv) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site; (v) your and Sub-Partner’s use of the Links, whether or not such use is authorized by or violates this Agreement or applicable law; and (vi) any third party claim in relation to the use of Links by Sub-Partners and/or third party use of the Links through a Sub-Partner's site. However, the foregoing does not apply to the extent such claim results from EasyWin Nigeria’s negligence or wilful misconduct.

7.1 You may earn commissions only as described in this Section 7 and only with respect to activity of Acquired Customers on EasyWin Nigeria site occurring directly through the appropriate Links or through inputting your Referral Code.

7.2 EasyWin Nigeria will pay you up to 16% commission of Monthly Net Profit (Jackpot has its unique commission calculation. The commission can only be paid when the conditions below are met: a) Net Profit balance is positive; b) Partner at least possesses 6 active customers who at least place bet once in the current month.

Acquired Customer means an individual who (i) does not have a valid operating betting account with EasyWin Nigeria at the time of referral to EasyWin Nigeria site via a Link and (ii) opens and maintains a valid betting account with EasyWin Nigeria.

Stake means a sum of money paid by the Acquired Customer to use any of EasyWin Nigeria Services including, without limitation, money paid on sports betting, virtual products, Jackpot and other games.

Chargeback means the amount of stake charged back or reversed to your partner account if the transaction (a) is disputed by the Acquired Customer, (b) is reversed for any reason by a payment card association, EasyWin Nigeria payment processor, (c) was not authorized or EasyWin Nigeria has any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement.

Fraud Traffic means deposits, revenues or traffic generated through illegal means or any other action committed in bad faith to defraud EasyWin Nigeria, at EasyWin Nigeria’s sole discretion, including, without limitation, deposits into EasyWin Nigeria betting account generated via stolen cards, misuse or manipulation of the EasyWin Nigeria Services or bonuses, creation of false EasyWin Nigeria accounts or unauthorised use of third party accounts.

8.1 Subject to the terms of this Agreement and solely for the limited purposes of participating in the Programme, EasyWin Nigeria hereby grants you a limited, revocable, non-transferable, non-exclusive, royalty-free licence to (a) copy and display the Links on your site and on Sub-partner's site; and (b) use only those of EasyWin Nigeria logos that are made available to you as part of Links in accordance with this Agreement.

8.2 Other than the limited licences expressly set forth above, EasyWin Nigeria reserves all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of your participation in the Programme or being party to this Agreement, acquire any ownership interest or rights in or to, the Links, any domain name owned or operated by EasyWin Nigeria or any of its Partners, and any other intellectual property and technology that EasyWin Nigeria provides or uses in connection with the Programme. If you provide to EasyWin Nigeria or any of its Partners with suggestions, reviews, modifications, data, images, text, or other information or content about EasyWin Nigeria Services or in connection with this Agreement, or your participation in the Programme, or if you modify any Links in any way (collectively "your modifications") you hereby irrevocably assign to EasyWin Nigeria all right, title, and interest in and to your modifications and grant EasyWin Nigeria, paid-up royalty-free, non-exclusive, worldwide, irrevocable, freely transferable, for the maximum duration of protection available under applicable law right and licence to use, reproduce, perform, display, adapt, modify, re-format, use, distribute and sub-license your modifications in any manner and for any purpose and to sublicense the foregoing rights to any other person or entity.

9.1 The term of this Agreement will begin upon acceptance of your Programme application by EasyWin Nigeria and will end when terminated by either you or EasyWin Nigeria. Either you or EasyWin Nigeria may terminate this Agreement at any time, with or without cause, by giving the other party at least 7 (seven) days’ written notice of termination.

9.2 In addition, EasyWin Nigeria may terminate this Agreement immediately at any time upon written notice to you for Cause. "Cause" means any of the following: (a) you are in material breach of this Agreement or you are in minor breach of this Agreement but you do not remedy it within 3(three) days; (b) EasyWin Nigeria believes that it may face potential claims or liability in connection with your participation in the Programme and/or use of the Links by any Sub-partner; (c) EasyWin Nigeria believes that its brand or reputation may be tarnished by you or in connection with your participation in the Programme and/or use of the Links by any Sub-partner; or (d) EasyWin Nigeria has terminated the Programme.

9.3 Upon any termination of this Agreement, any and all licences you have will automatically terminate and you will immediately stop using and remove from your site, and delete or otherwise destroy all of the Links including EasyWin Nigeria logos provided or made available under this Agreement or in connection with the Programme and will cause all Sub-Partner to do the same.

9.4 EasyWin Nigeria may withhold accrued unpaid commissions for a reasonable period of time following termination to ensure that the correct amount is paid and/or until your compliance with the provisions of Section 9.3 above.

9.5 Termination of this Agreement will not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

9.6 Without prejudice to the generality of Section 9.5, termination of all or part of this Agreement shall not affect the continuance in force of the provisions of Sections 3.6, 6, 8.2, 12, 13, 14 and 15.

10.1 EasyWin Nigeria may modify any of the terms and conditions contained in this Agreement, including, without limitation, the commission, at any time in its sole discretion by, at least 7 (seven) days prior to the effective date of the modification, posting a change notice or revised agreement on EasyWin Nigeria site. You may, during that 7-day period, as your sole recourse, notify us in writing of your objections to the modifications and, if you do so, your account will automatically be terminated on the effective date of the modification to which you objected.

10.2 IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN WRITING. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING THE EFFECTIVE DATE OF THE MODIFICATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE MODIFICATION.

You and EasyWin Nigeria are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and EasyWin Nigeria or its Partner. You will have no authority to make or accept any offers or representations on EasyWin Nigeria’s or its Partner's behalf.

EasyWin Nigeria WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAMME, THE EasyWin Nigeria SITE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, EasyWin Nigeria’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAMME, AND THE EasyWin Nigeria SITE, WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

NOTHING IN THIS AGREEMENT (INCLUDING THE PREVIOUS PARAGRAPH) WILL OPERATE TO EXCLUDE ANY LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW.

THE PROGRAMME, THE EasyWin Nigeria SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE EasyWin Nigeria SITE, ANY LINKS, LINK FORMATS, CONTENT, EasyWin Nigeria DOMAIN NAMES AND LOGOS, AND ALL TECHNOLOGY, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF EasyWin Nigeria OR ITS PARTNERS OR LICENSORS IN CONNECTION WITH THE PROGRAMME ARE PROVIDED "AS IS."

NEITHER EasyWin Nigeria NOR ANY OF ITS PARTNERS OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE ABOVE.

NEITHER EasyWin Nigeria NOR ANY OF ITS PARTNERS OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT.

14.1 The laws of the Republic of EasyWin, without regard to principles of conflicts of laws, will govern this Agreement. Any dispute, conflict or controversy, howsoever arising out of or broadly in connection with or relating to the Programme and/or this Agreement, including but not limited to those relating to its validity, its construction or its enforceability, shall be first mandatorily submitted to settlement proceedings under the International Chamber of Commerce Amicable Dispute Resolution Rules (ICC ADR Rules). If the said dispute has not been settled within 60 days after a request for Amicable Dispute Resolution has been submitted under the said ICC ADR Rules, such dispute shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC Arbitration Rules). The ICC Rules’ Emergency Arbitrator provisions are excluded. The dispute shall be resolved by one arbitrator to be appointed in accordance with the ICC Rules. The place of arbitration shall be Nairobi, EasyWin. The language of arbitration shall be English.

14.2 Notwithstanding anything to the contrary in this Agreement, EasyWin Nigeria may seek injunctive or other relief in any state or national court of competent jurisdiction for any actual or alleged infringement of EasyWin Nigeria’s or any other person or entity’s intellectual property or proprietary rights.

15.1 You may not assign this Agreement, by operation of law or otherwise, without EasyWin Nigeria’s express prior written approval.

15.2 Unless you have otherwise notified EasyWin Nigeria, you hereby authorise EasyWin Nigeria to process any personal data we obtain in connection with this Agreement and the Programme in compliance with applicable law.

15.3 If any provision of this Agreement is determined by any court or governmental authority of competent jurisdiction to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.

15.4 The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity. The section headings of this Agreement are for convenience only and have no interpretive value.

15.5 EasyWin Nigeria’s failure to enforce your strict performance of any provision of this Agreement or participation in the Programme will not constitute a waiver of EasyWin Nigeria’s right to subsequently enforce this provision or any other provision of this Agreement.

15.6 All non-public information provided by EasyWin Nigeria in connection with the participation in the Programme and/or this Agreement is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party or use the same for any purpose other than your performance under Agreement and participation in the Programme.

15.7 This Agreement is drafted in the English language which will be governing language for all purposes.

15.8 Please note the feature of referring sub-Partner is not yet available with EasyWin Nigeria. When this feature becomes live this will be communicated to you.

BY SUBMITTING THE DETAILS TO EasyWin Nigeria WITH YOUR APPLICATION YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAMME FOLLOWING EasyWin Nigeria's POSTING OF A CHANGE NOTICE OR REVISED AGREEMENT ON THE EasyWin Nigeria SITE YOU AGREE TO BE BOUND BY THIS AGREEMENT AND HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE AND SUFFICIENTLY AUTHORIZED TO ENTER INTO THIS AGREEMENT.