LEVANTE AFFILIATES TERMS AND CONDITIONS

These Terms and Conditions were last updated on June 20, 2025 and apply to all individuals or legal entities who have registered in our Affiliate Program.

1.1

In these Terms and Conditions, the following definitions apply:

“Terms and Conditions” and “Contract”. These refer to this specific agreement that governs, in a binding manner, the rights, duties, obligations, and mutual responsibilities between LEVANTE BRASIL and the Affiliate within the scope of their participation in the Affiliate Program. This Contract constitutes the entire agreement between the parties and prevails over any prior understandings, whether verbal or written, regarding the subject matter hereof.

“Affiliate Program”. This refers to the initiative promoted by LEVANTE BRASIL LTDA., in accordance with this Contract, which establishes the conditions, rules, and compensations for Affiliates to promote, through their own authorized means, the products and services of the Contracting Party, with the aim of attracting users, generating traffic, and/or conversions, in exchange for specific performance-based compensation.

“LEVANTE BRASIL”, “LEVANTE BRASIL LTDA.”, “We” and “Our” refer to the betting operator LEVANTE BRASIL LTDA., a limited liability company duly registered under CNPJ/MF No. 55.045.663/0001-14.

“Affiliate” and “You”. This refers to the individual, legal entity, or other legally established entity, duly identified in the registration form, that expresses interest in joining the Affiliate Program.

“Parties”. This refers to LEVANTE BRASIL and the Affiliate collectively.

“Affiliate Services”. These are the services of promotion, advertising, and publicity carried out by the Affiliate under the terms of this Contract, with the aim of driving qualified traffic and/or generating conversions for the Contracting Party.

“IO”. This refers to the Insertion Order, a document that formalizes the specific conditions of the partnership.

“Business Day”. This refers to any weekday, excluding Saturdays, Sundays, and officially recognized holidays in the territory of the Federative Republic of Brazil.

“Start Date”. This term has the meaning provided in Clause 2.2 of this Contract.

“Commission”. This refers to the amounts owed to the Affiliate by LEVANTE BRASIL LTDA., as set out in this Contract, which may include a percentage of Player Deposits and/or a fixed amount, as detailed in the CellXpert account or agreed between the parties in writing.

“Fixed Payment”. This refers to a one-time payment, previously agreed upon, made by LEVANTE BRASIL LTDA. to the Affiliate, unrelated to any performance metric, number of Referrals, betting volume, generated revenue, or any other result indicator.

“Intellectual Property Rights”. For the purposes of this Contract, this includes all intellectual or industrial rights, including, but not limited to: (i) patents, utility models, and inventions, as well as the respective registration applications, extensions, revalidations, and certificates of addition; (ii) copyrights and related rights, including software, source code, databases, audiovisual, literary, and graphic content, including layouts and visual elements; (iii) registered and unregistered trademarks, service marks, logos, trade names, business names, domain names, and other distinguishing signs; (iv) rights related to trade dress, visual identity, institutional image, goodwill, the right to pursue for imitation or unfair competition; (v) industrial designs and design (registered or not); (vi) rights to confidential information, know-how, trade secrets, methods, formulas, processes, algorithms, business plans, commercial strategies, and any other data with economic value arising from its confidentiality; and (vii) any other intellectual property rights or forms of equivalent or similar protection, existing or that may exist, recognized in any jurisdiction, regardless of registration, including all applications, renewals, extensions, revalidations, additions, and derivatives of such rights.

“LEVANTE BRASIL Materials”. This term has the meaning given in Clause 4.2 of this Contract, including, by way of example, but not limited to, any content, documents, advertisements, or other materials periodically provided by LEVANTE BRASIL to the Affiliate.

“LEVANTE BRASIL Website”. This refers to the websites, landing pages, applications, and/or any other digital channels operated, controlled, or licensed by LEVANTE BRASIL LTDA., under its Brand, at any time, including all related pages, as well as those accessed through integration via API or other equivalent technological means.

“CellXpert”. This refers to the technological platform for managing affiliate programs, developed and operated by Cellxpert Ltd., used for monitoring, tracking, and controlling the activities performed by Affiliates under the scope of this Contract.

“CellXpert ID”. This refers to the individual and exclusive account of the Affiliate on the CellXpert platform, used for identification, management, and tracking of the activities performed under this Contract.

“Player”. This refers to users who, upon accessing the LEVANTE BRASIL website through the Links provided by the Affiliate, register with LEVANTE BRASIL by providing a valid email address and any other required information, and open an active account, provided they fully comply with the Terms and Conditions of the LEVANTE BRASIL website and additionally make their first deposit and/or place a valid bet on the products or services covered by this Contract.

“Player Deposit”. This refers to the net amount effectively deposited by the Player in their registered account on the LEVANTE BRASIL website. For the purposes of this Contract, “net amount” refers to the total amount transferred by the Player via authorized payment methods, with availability confirmed by LEVANTE BRASIL, and ready to be used for betting.

“Regulator”. This refers to any governmental, judicial, administrative, or regulatory authority that has legal, regulatory, or jurisdictional competence over LEVANTE BRASIL or the Affiliate, as well as over any activities carried out by them, including, but not limited to, authorities responsible for regulating games and betting or for protecting personal data.

1.2 The titles and subtitles of the clauses are for guidance and clarity purposes only and shall not be binding on the parties in the event of any conflict with the provisions of the clauses.

1.3. If there is a conflict between the IO, the Specific Terms, and these Terms and Conditions, Appendix A, and/or any IO, the order of precedence will be as follows:

(a) the relevant IO, if applicable;

(b) the Specific Terms; and

(c) the Terms and Conditions.

2.1. These Affiliate Terms and Conditions constitute a legally binding agreement between the Affiliate and the LEVANTE BRASIL.

2.2. The Affiliate Program, as well as these Terms and Conditions, are exclusively intended for legal entities and individuals who are at least 18 (eighteen) years of age. If the User is under 18 (eighteen) years old, they may not participate in our Affiliate Program nor agree to these Terms and Conditions.

2.3. By continuing to sign up for our Affiliate Program, You agree to the Terms and Conditions of this Agreement (subject to the acceptance of your registration). To participate in our Affiliate Program, You must be the owner of the website that registers for the Affiliate Program. If You do not agree to this Agreement or are not authorized to do so, You may not participate in the program and must discontinue the registration process.

2.4. The beneficiary and/or legal representative of the account that adheres to this Agreement, Affiliate, must have appropriate documentation proving their legitimacy and legal representation, and must, if requested by LEVANTE BRASIL, present a Power of Attorney (PoA) or any other legal document that proves the regularity of the representation claimed. In the event that this Agreement is accepted, on behalf of the Affiliate, by a person who does not have explicit or legitimate powers to do so, such acceptance will still be considered fully valid and binding, as if performed by a duly authorized representative, and LEVANTE BRASIL shall not be held liable for any burden, responsibility, loss, or claim arising from improper acceptance.

      2.4.1. The Affiliate is not authorized to use any links, promotional materials, intellectual property elements, or content related to the LEVANTE BRASIL brand until their request to join the Affiliate Program has been expressly approved in writing. Until such approval occurs, in accordance with Clause 4.2, LEVANTE BRASIL will not assume any responsibility or obligation, including financial, regarding any Clients linked to the Affiliate’s activities. LEVANTE BRASIL will not be held liable for any regulatory consequences, nor for fines, penalties, or other charges arising from the unauthorized use by the Affiliate of its products, services, trademarks, or other intellectual property assets.

      2.4.2. The Affiliate acknowledges and agrees that they are solely responsible for ensuring full compliance with all applicable laws, including regulatory norms and relevant industry standards, within the scope of their activities with LEVANTE BRASIL ‘s products or services. In the event of administrative, judicial, or any other type of sanctions resulting from such misuse, the Affiliate agrees to indemnify, defend, and hold LEVANTE BRASIL harmless from any losses, damages, or liabilities arising therefrom.

2.5. If you do not agree with these Terms and Conditions, you will not be able to participate in the program. If you have any questions about our affiliate program, please contact us via email at ([email protected]).

3.1. This Agreement sets forth the terms and conditions governing the legal relationship between LEVANTE BRASIL LTDA, a limited liability company duly registered under CNPJ/MF No. 55.045.663/0001-14, and the Affiliate, concerning the application for opening an account in the Affiliate Program, as well as the potential acceptance of their registration, as set forth in Clause 4. The purpose of this instrument is to regulate the affiliation of the interested party for the promotion of websites and/or pages linked to LEVANTE BRASIL – or specific websites depending on the products effectively promoted – through the creation and dissemination of hyperlinks and other forms of advertising links, such as banners, text links, and other approved formats, to be inserted on the Affiliate’s sites, promotional pages, or email campaigns previously authorized by LEVANTE BRASIL, directing traffic to LEVANTE BRASIL ‘s institutional and commercial pages.

3.2. For the purposes of this Agreement, “Sites/Pages of LEVANTE BRASIL ” refers to all pages currently provided by LEVANTE BRASIL, including but not limited to, versions of those pages adapted for mobile applications or any other digital platforms, as well as any new pages, domains, or interfaces that may be incorporated or made available by LEVANTE BRASIL, at any time, at its sole discretion.

4.1. By completing the registration form and checking the corresponding agreement box, the interested party expresses their adherence to the LEVANTE BRASIL Affiliate Program, declaring that they have read, understood, and fully accepted the terms and conditions set forth in this Agreement. The registration form, for all legal purposes, constitutes an integral and inseparable part of this instrument.

4.2. LEVANTE BRASIL reserves the right, at its sole discretion, based on the Applicable Legislation and its internal compliance guidelines, to approve or reject the registration submitted by the interested party, without the need to provide any justification for the decision made.

      4.2.1. The decision of LEVANTE BRASIL is final and incontestable.

      4.2.2. If the registration is approved, LEVANTE BRASIL will notify the Affiliate via email, informing them of the approval and providing the necessary instructions for integrating the Links on their authorized website(s) or channel(s).

4.3 Subcontracting. The Affiliate may, at their discretion, subcontract third parties for the execution of the activities specified in this Agreement, including but not limited to sub-affiliates, agents, representatives, influencers, media partners, and other entities involved directly or indirectly in the promotion, advertising, acquisition, segmentation, analysis, or redirection of traffic, provided that there is prior, express, and specific written approval from LEVANTE BRASIL.

      4.3.1. Approval Procedures. The approval mentioned in Clause 4.3 will be subject to a prior analysis by LEVANTE BRASIL regarding the compliance of the subcontracting with the applicable legislation, regulatory norms, including those issued by gaming and betting authorities, as well as with the compliance, integrity, credibility, and corporate reputation requirements set forth by LEVANTE BRASIL ‘s internal policies. LEVANTE BRASIL may require, as a condition for approval, the submission of documents, contracts, declarations, registration information, and any other elements it deems necessary for the analysis of regulatory, reputational, and legal risks related to the intended subcontracting.

      4.3.2. Definition of Subcontractors. For the purposes of this Agreement, “Subcontractors” refers to any individuals or legal entities contracted, directly or indirectly, by the Affiliate for the execution, support, intermediation, or facilitation of any obligation set forth in this Agreement, regardless of the contractual designation used (such as sub-affiliate, media partner, collaborator, content producer, influencer, or equivalent).

      4.3.3. Responsibility for Subcontractors. The Affiliate will be fully and exclusively responsible for all acts, omissions, legal, contractual, tax, labor, social security, consumer, civil, administrative, and regulatory obligations attributed to the Subcontractors, responding for any losses, damages, penalties, costs, or expenses arising therefrom, including before third parties and authorities, unless exclusive fault of LEVANTE BRASIL is proven.

      4.3.4. Absence of Relationship. The approval of subcontracting by LEVANTE BRASIL will not imply solidarity, co-responsibility, co-authorship, or any contractual, labor, or corporate link between LEVANTE BRASIL and the Subcontractors. Such approval will not relieve the Affiliate from the obligation to ensure that Subcontractors fully comply with all applicable legal, regulatory, and contractual provisions in the execution of this Agreement.

      4.3.5. Supervision and Substitution. The Affiliate undertakes to continuously and diligently supervise the activities of the Subcontractors, being responsible for their monitoring and for ensuring the fulfillment of the obligations assumed in this Agreement. If LEVANTE BRASIL identifies, at its sole discretion, any relevant non-compliance, improper practice, or risk to the integrity of the operation, it may require the immediate substitution of the involved Subcontractor, without prejudice to other applicable legal and contractual measures.

5.1 These Terms shall fully govern this Agreement, prevailing over any other conditions proposed, imposed, or incorporated by the Affiliate, regardless of their form, as well as over any provisions that may be considered tacit or commonly applicable based on business practices, industry customs, or prior interactions between the parties.

5.2 LEVANTE BRASIL reserves the right to modify, delete, or add provisions to this Agreement at any time, as well as to establish new Terms and Conditions applicable to the Affiliate Program. Any contractual changes will be communicated to the Affiliate in writing, with a minimum notice of 15 (fifteen) calendar days before they take effect, via the email address provided by the Affiliate during registration or later updated in their account. The continued participation of the Affiliate in the Program after this period will be interpreted as tacit and binding acceptance of the changes. If the Affiliate disagrees with the changes, they must express their opposition before the effective date of the changes, in which case the communication will be considered as an immediate termination of the Agreement by the Affiliate. The Affiliate acknowledges being bound by the terms of this instrument and any subsequent amendments, and it is recommended that the Affiliate print and keep a current copy for record-keeping purposes. The most recent and valid version of the Agreement will always be available for consultation on the LEVANTE BRASIL website, and it is the Affiliate’s responsibility to periodically check for any updates.

5.3 The Affiliate’s right to commissions is conditioned upon the validity of the applicable remuneration provisions, and LEVANTE BRASIL is authorized to modify, suspend, or replace the rewards plan and commission structure at any time and at its sole discretion, with prior notification as provided in this clause.

5.4. Any changes will not affect commissions already earned and owed until the new policy’s effective date.

6.1 Provision of CellXpert ID. After the Start Date, LEVANTE BRASIL will provide the Affiliate with a unique ID on the CellXpert platform (“CellXpert ID”), through which the Affiliate can access and manage the execution of Affiliate Services under the terms of this Agreement.

6.2 Provision of Materials. LEVANTE BRASIL will make commercially reasonable efforts to provide, through the CellXpert platform or another means agreed upon by the parties, the following promotional materials (“Materials”):

  1. a) graphic pieces intended for display in banners, digital ads, or other online media;
  2. b) information about promotions, campaigns, and ongoing offers that can be disclosed by the Affiliate;
  3. c) individualized tracking codes for use on the Affiliate’s site or media, with the purpose of measuring the performance of the actions.

6.3 Reports and Statistical Information. LEVANTE will make reasonable efforts to provide, through CellXpert, statistical reports related to the Affiliate’s activity, including the number of valid referrals, campaign performance, and commission amounts generated.

6.4 The Affiliate acknowledges that the CellXpert system is operated by a third party (Cellxpert Ltd.), and LEVANTE BRASIL is not responsible for technical failures, interruptions, instabilities, unavailability, or other dysfunctions in the platform. No performance, continuity, or functionality guarantees are provided by LEVANTE BRASIL regarding the tool.

6.5 Limitations on the LEVANTE BRASIL Website. Although LEVANTE BRASIL seeks to maintain its website in continuous operation, no guarantees are made regarding its availability, functionality, or absence of interruptions. The Affiliate acknowledges that the site may be temporarily suspended, in whole or in part, for operational, technical, strategic, regulatory, or maintenance reasons.

6.6 LEVANTE BRASIL also guarantees that:

      (i) it offers on its website: [PLATFORM website link] only fixed-odds betting, concerning real sports events and/or virtual online gaming events, that are considered legal under the Fixed-Odds Betting Regulations; and

      (ii) it does not offer, nor is it in any way related to illegal gambling activities and/or frauds, in accordance with the Fixed-Odds Betting Regulations.

7.1. The Affiliate undertakes to:

  1. a) actively promote the LEVANTE BRASIL Website with the primary goal of bringing new Players, in an ethical, transparent manner and in compliance with applicable laws and regulations;
  2. b) use LEVANTE BRASIL Materials exclusively for the execution of Affiliate Services, with no modifications, adaptations, or edits to these Materials, except with prior and express written authorization from LEVANTE BRASIL;
  3. c) maintain the confidentiality of their CellXpert ID and login credentials, taking all reasonable measures to prevent unauthorized access, and be responsible for any misuse resulting from negligence or failure to protect this data;
  4. d) regularly check the proper functioning of the tracking codes and links provided by LEVANTE BRASIL as part of the Materials, with the Affiliate being solely responsible for their correct implementation on their Media;
  5. e) assume full responsibility for the creation, development, operation, maintenance, and updating of their Media, including all costs related to its technical structure, published content, and promotional materials used;
  6. f) keep their account registration data up to date, including contact information, bank details, and any other information relevant to the management of the contractual relationship;
  7. g) allow LEVANTE BRASIL to monitor their promotional channels (such as websites, social media, or other media used) to ensure compliance with the terms of this Agreement, and provide any requested information and data to facilitate this monitoring.

7.2. For the development of this Agreement, the Affiliate must necessarily observe the following:

      (i) Observe and comply with all federal, state, and municipal laws and other applicable regulations governing the Promotional Services they are carrying out, as per Clause 1, particularly those related to the operation and advertising of betting, including, but not limited to, Law No. 13.756/2018, Normative Ordinance No. 1.330/2023 and 1.231/2024 of the Prize and Betting Secretariat of the Ministry of Finance, and Law No. 14.790/2023, the official compliance, marketing, and advertising guidelines issued by LEVANTE BRASIL, as well as Annex X of CONAR and any other regulations (regulatory or self-regulatory) that may be issued after the signing of this Agreement (collectively referred to as the “Fixed-Odds Betting Regulations”), being exclusively responsible for any violations caused;

      (ii) Be fully and unlimitedly liable for any damage, cost, penalty, or loss incurred by LEVANTE BRASIL due to proven legal, regulatory, or self-regulatory violations directly and exclusively committed by the Affiliate, including those related to copyrights and other intellectual property rights;

      (iii) Provide the information and clarifications requested by LEVANTE BRASIL, necessary for the execution of their obligations under the Affiliate Program;

      (iv) The Affiliate is expressly prohibited, in the exercise of any communication, advertising, marketing, or promotion activities related to fixed-odds betting, from engaging in conduct or displaying content that violates applicable regulatory and self-regulatory rules, including but not limited to:

  1. directing advertising to a non-adult audience, or to channels where children and adolescents constitute the primary audience, or that contain elements inherently related to the juvenile world;
  2. using expressions or language that induce immediate or impulsive decision-making;
  3. promising, directly or indirectly, financial results disproportionate to the reality of the activity, notably quick wealth, acquisition of luxury goods, travel, or any other indicator of an elevated standard of living through betting;
  4. associating the betting activity with factors of personal, social, or professional success, or using testimonials from influencers, celebrities, or third parties suggesting such correlations;
  5. using sexual or suggestive content or that objectifies physical attributes as a persuasive tool;
  6. suggesting that betting is a sign of virtue, courage, maturity, or any other positive personal quality, or that abstaining represents weakness, cowardice, incapacity, or any negative attribute;
  7. inducing the belief that betting is a solution for financial problems, a substitute for income, an investment form, or a means of sustenance; and
  8. explicitly or implicitly stating that skills, dexterity, experience, or knowledge on the part of the bettor may alter the results of random events.

      (v) Keep a complete archive of all promotional materials used, with records of dates, channels, and dissemination metrics, for at least 5 (five) years. This information must be made available to the Operator and regulatory authorities, especially the Prize and Betting Secretariat of the Ministry of Finance (“SPA”), whenever requested. Refusal or obstruction in providing such information will result in a serious violation and lead to immediate termination of the Agreement for cause, without prejudice to applicable sanctions;

      (vi) Not present any Content that, even by omission, incites racism, fanaticism, hatred, physical aggression, sexual exploitation, contains nudity or violence, uses profanity or language unsuitable for minors, promotes drug use or irresponsible alcohol consumption;

      (vii) The Affiliate is authorized to create Content related to fixed-odds betting advertising, in compliance with Law No. 14.790/2023 and other applicable Brazilian laws. For guidance and standardization, after approval, the Affiliate will receive and agree to fully observe and respect the Guide of Applicable Regulations for LEVANTE BRASIL Affiliates, and must also keep up with any updates to this Guide, which will be forwarded by LEVANTE BRASIL whenever made;

      (viii) The Affiliate agrees to maintain formal and updated records of all training conducted and provide LEVANTE BRASIL with sufficient documentary evidence proving the completion of training and annual refreshers, such as attendance lists, participation certificates, materials used, and evaluation records, under penalty of contractual breach;

      (ix) Keep absolute confidentiality of all received information, notably regarding their personal data and the data of the referred Clients;

      (x) Be responsible for all fiscal, tax, and labor charges arising from the execution of the Promotional Services under this Agreement and those the Affiliate is legally obligated to by law;

      (xi) In all promotional, advertising, communication, and/or promotion actions carried out under this Agreement, clearly and prominently state the authorization number granted to the Operator by the Prize and Betting Secretariat of the Ministry of Finance (SPA/MF) for operating fixed-odds betting, under the terms of SPA/MF Ordinance No. 259, dated February 7, 2025; and

      (xii) Failure to comply with any obligation under this Clause will subject the Affiliate to a non-compensatory contractual fine of R$ 25,000.00 (twenty-five thousand reais) per proven violation, without prejudice to applicable legal, administrative, or judicial sanctions, as well as the right of LEVANTE BRASIL to immediately and unilaterally terminate this Agreement for cause.

7.3. The following activities are expressly prohibited by LEVANTE BRASIL when performed by the Affiliate, without prejudice to other provisions in this Agreement or applicable legislation:

      (a) inserting the Links on third-party sites or domains not indicated in the registration form, without prior and express written authorization from LEVANTE BRASIL;

      (b) offering third parties any benefits, incentives, or counterparty payments, whether financial or not, with the aim of inducing them to use the Links provided on their sites to access the LEVANTE BRASIL Sites;

      (c) reading, intercepting, copying, recording, redirecting, interpreting, or manipulating electronic forms or other content sent to LEVANTE BRASIL by third parties, as well as filling out or improperly altering such content;

      (d) modifying the Links without express authorization or in violation of the terms of this Agreement;

      (e) performing any transactions on the LEVANTE BRASIL Sites on behalf of third parties;

      (f) authorizing, encouraging, or assisting third parties to make transactions on the LEVANTE BRASIL Sites that do not comply with the terms of this Agreement;

      (g) engaging in conduct that may mislead third parties, including end users, regarding the legal relationship between the Affiliate and LEVANTE BRASIL, or the ownership of the digital environments used;

      (h) advertising or promoting content related to the LEVANTE BRASIL Sites in locations other than those previously authorized in this Agreement, except for displaying Links on approved sites;

      (i) manipulating or attempting to manipulate commission amounts or payments due under the Affiliate Program;

      (j) intercepting, redirecting, or interfering with traffic intended for other affiliate sites in the Affiliate Program, including through software installed by end users;

      (k) using services of third parties not formally linked to LEVANTE BRASIL as sub-affiliates, to disseminate offers, collect commissions, or build distribution networks without prior and express written authorization from LEVANTE BRASIL;

      (l) using keywords, sponsored terms (AdWords), identifiers, or other promotional elements in search engines, portals, or advertising platforms that are identical or similar to any intellectual property elements of LEVANTE BRASIL or any company within its corporate group, including trademarks, trade names, domain names, images, graphics, or other distinguishing signs, unless it is legitimate use of such terms in meta tags on their own site, as authorized;

      (m) granting, in any form, advances, prepayments, bonuses, or prior advantages, even as a mere promotion, publicity, or advertising tactic, to induce betting, or forming partnerships, agreements, contracts, or any other arrangement to facilitate access to credit or factoring operations by bettors; and

      (n) promoting, directly or indirectly, any unregulated operators in regulated markets.

7.4. The Affiliate declares and guarantees that they have, and agree to maintain valid and in effect throughout the term of this Agreement, all registrations, authorizations, permissions, licenses, and other legal, regulatory, or contractual consents necessary for the full and proper performance of their obligations set forth herein, including those related to the dissemination of advertising content, operation of their promotional channels, and compliance with the regulations applicable to the betting sector.

8.1. The Affiliate acknowledges and agrees that, by promoting the products and services of LEVANTE BRASIL, they become jointly responsible, on a solidary basis, for the legal and regulatory compliance of the advertising and communication campaigns carried out under this Agreement. This solidarity expressly stems from Law No. 14.790/2023 and the Normative Ordinances issued by the Prize and Betting Secretariat of the Ministry of Finance (SPA/MF), and applies to any administrative, civil, and criminal penalties that may be imposed due to non-compliance with advertising regulations.

8.2. Any content, language, image, or promotional strategy published or disseminated by the Affiliate will be understood as part of LEVANTE BRASIL ‘s institutional communication, for all legal and regulatory purposes. The Affiliate acknowledges that their actions directly impact the reputation, credibility, and operational regularity of LEVANTE BRASIL with regulatory bodies, society, and the consumer public.

8.3. It is expressly prohibited to broadcast campaigns, advertisements, texts, or any other promotional materials that have not been previously approved by LEVANTE BRASIL, or that have not been made available directly through the CellXpert platform or another official channel. Violation of this Clause may result in the immediate suspension of the partnership, as well as sanctions provided in this Agreement and in applicable legislation.

8.4. Any infraction committed by the Affiliate that results in a sanction imposed on LEVANTE BRASIL by an administrative, judicial, or self-regulatory authority will entitle LEVANTE BRASIL to full recourse against the Affiliate, including for compensation of moral damages, material damages, damage to reputation, and loss of profits.

8.5. The Affiliate undertakes to immediately notify LEVANTE BRASIL of any inspection, notification, warning, fine, or request from authorities or digital platforms (such as Google, Meta, or TikTok) related to the advertising content promoted. Silence or omission may be interpreted as an aggravation of the joint responsibility and a serious breach of the contract.

9.1. Payment of Commission. The Commission will be calculated monthly and, subject to the other provisions of this Clause 9, will be paid within 30 (thirty) days from the end of the calendar month in which it was accrued.

9.2. Cases of Suspension or Loss of Commission. The Affiliate will lose the right to receive any commissions accumulated up until that point and will only be entitled to future commissions after regularization in the following cases, with prior notification to the Affiliate before suspension:

  1. a) The Affiliate’s account is suspended or terminated due to fraudulent activity, including, but not limited to, an excessive number of chargebacks, as determined by LEVANTE BRASIL ‘s sole discretion;
  2. b) The Affiliate refers Players who only participate in free promotional campaigns (Free Participation Clients), in which case no Commission will be due;
  3. c) The Affiliate fails to keep their registration data and banking information up to date, or fails to respond to written requests from LEVANTE BRASIL to confirm or correct such information within 7 (seven) days.

9.3. Compensation. LEVANTE BRASIL may, without prejudice to other legal or contractual rights, offset amounts owed by the Affiliate with any amounts that may be owed to the Affiliate under this Agreement.

9.4. Commission Calculation. Unless there is a clear error or fraud, the commission calculation performed by LEVANTE BRASIL will be considered final and binding for both parties.

9.5. Taxes. All amounts owed by LEVANTE BRASIL under this Agreement are considered net of taxes. If Value Added Tax (VAT) or any equivalent tax is due by the Affiliate to LEVANTE BRASIL, it will not be reimbursed or added to the amounts paid as Commission.

9.6. Minimum Payment Threshold. No monthly Commission payment will be made if it is below R$ 250.00 (two hundred and fifty reais). If the monthly Commission is below this threshold, the amount will be carried over to the following month and paid once it reaches or exceeds the minimum amount, as provided in Clause 9.1.

9.7. Negative Revenue – Revenue Share. In cases where the remuneration model is based on Revenue Share, any negative balance in net revenue for a month will not be carried over to the following month.

9.8. Negative Revenue – Chargebacks. If the net deposit balance is negative due to chargebacks, that amount will be carried over to the following month. If the balance remains negative for two consecutive months, the Affiliate must reimburse the Commission previously paid related to the chargeback amount. LEVANTE BRASIL may suspend the Affiliate’s account in this case.

9.9. Suspension for Inactivity. LEVANTE BRASIL may suspend the Affiliate’s access to the CellXpert platform and stop paying Commissions if the Affiliate does not refer at least 10 (ten) new depositing Players in a consecutive 3 (three)-month period. The restoration of the account will be at LEVANTE BRASIL ‘s sole discretion.

9.10. Payment Methods. The available payment methods will be defined by LEVANTE BRASIL and detailed in the Affiliate registration form, available on its official website. Commission payments will be made according to the available method chosen by the Affiliate, after successful verification of registration data. A minimum amount may be required, depending on the chosen method.

9.11. Retention for Contract Violation. LEVANTE BRASIL may retain or stop paying any Commission if there are reasonable grounds to believe that the Affiliate has violated any clause of this Agreement or has acted dishonestly or unethically. Retention will be temporary and proportional to the seriousness of the suspicion or risk, and will be communicated to the Affiliate with justification, pending the proper investigation or resolution of the situation.

9.12. Retention for Regulatory Risk. LEVANTE BRASIL may retain Commission payments if it has reasons to believe that the payment may violate laws, regulations, or applicable rules in any jurisdiction. Retention will be temporary and proportional to the seriousness of the suspicion or risk, and will be communicated to the Affiliate with justification, pending the proper investigation or resolution of the situation.

9.13. Reimbursement of Incorrect Payments. The Affiliate agrees to immediately reimburse LEVANTE BRASIL, upon written request, for any amounts paid incorrectly under Clause 9.8, including reasonable legal expenses and costs related to investigation, inquiry, and recovery of the losses involved.

9.14. Limitation on Authorized Promotions. LEVANTE BRASIL will only pay Commission on promotions that have been published directly on its official Affiliate platform. Promotions disclosed by third parties, even if published on the platform, do not generate a right to Commission. Failure to comply with this clause may result in immediate termination of the Agreement by LEVANTE BRASIL, at its discretion.

9.15. The Affiliate must immediately notify LEVANTE BRASIL in the event of any changes in their VAT status, such as registration for VAT purposes, changes to the VAT number, or cancellation of VAT registration, as well as the total or partial sale of their business. In the case of a change in ownership, control, or economic interest of the Affiliate, whether by merger, acquisition, stock transfer, or any other form, it will be exclusively up to LEVANTE BRASIL to decide whether this Agreement will remain in force or be terminated, with LEVANTE BRASIL having the right, at its discretion, to terminate or renegotiate the terms without liability.

9.16. The Affiliate must notify LEVANTE BRASIL within 14 days of issuance of any errors in the invoices received.

9.17. LEVANTE BRASIL will make reasonable efforts to make payments due to the Affiliate within the appropriate timeframe, not being responsible for delays caused by factors outside its control, such as changes in bank details or contact information that were not communicated in a timely manner by the Affiliate, which may result in a delay of up to 60 days in pending payments. If the Affiliate identifies a delay in their payments, they should immediately contact LEVANTE BRASIL for resolution.

9.18. Payments will be made based on the banking information provided by the Affiliate. In the case of incorrect, incomplete, or outdated bank details, LEVANTE BRASIL will make reasonable efforts for a maximum period of six months to contact the Affiliate through the contact information provided in writing. If payments are not completed after this period, LEVANTE BRASIL may suspend or terminate the Affiliate’s account without prior notice, resulting in the loss of the right to receive pending amounts.

9.19. LEVANTE BRASIL commits to preventing and reporting money laundering, terrorism financing, and other illegal activities within its reach to the competent authorities. To do so, it may verify the identity of the Affiliate based on the provided information, obtaining data from official sources or by any other reasonable means.

9.20. The Affiliate must provide, whenever requested by LEVANTE BRASIL, documentary evidence for identification and compliance purposes, including, for individuals, a valid passport, driver’s license, or recent proof of address, and for legal entities, a copy of the articles of incorporation and identification of the owners and directors. Failure to provide such documentation may result in delays in payments or other operational restrictions.

10.1. Each party will retain all rights, titles, and interests in its respective intellectual property. Nothing in this Agreement should be construed as an assignment or permanent transfer of any intellectual property rights between the parties.

10.2. LEVANTE BRASIL grants the Affiliate, during the term of this Agreement, a non-exclusive, non-transferable, revocable, royalty-free license to use the intellectual property materials of LEVANTE BRASIL (including but not limited to logos, trademarks, trade names, distinctive signs, and promotional content – the “LEVANTE BRASIL Materials”), solely and exclusively for the execution of the activities under this Agreement and in accordance with the guidelines provided by LEVANTE BRASIL, such as through its online media gallery and electronic newsletters.

10.3. The Affiliate is expressly prohibited from:

      (i) copying, modifying, reverse engineering, sublicensing, assigning, or transferring the LEVANTE BRASIL Materials;

      (ii) using them for any unauthorized purpose or in violation of the guidelines set by LEVANTE BRASIL;

      (iii) associating them with third-party content or combining LEVANTE BRASIL promotions with cashback programs, bonuses, retargeting, or similar initiatives, without prior written approval from LEVANTE BRASIL.

10.4. The LEVANTE BRASIL Materials are provided “as is”, without any warranty, express or implied, regarding their accuracy, timeliness, sufficiency, or non-infringement of third-party rights. The Affiliate undertakes to immediately notify LEVANTE BRASIL of any notice of potential infringement and to promptly remove any content that may be in conflict with LEVANTE BRASIL ‘s rights.

10.5. All LEVANTE BRASIL Materials, as well as any related rights, will remain the exclusive property of LEVANTE BRASIL, regardless of the use granted to the Affiliate under this Agreement.

10.6. The Affiliate agrees not to challenge, contest, or weaken, by any means, the validity or ownership of LEVANTE BRASIL ‘s registered trademarks, nor to register, attempt to register, or assist third parties in registering trademarks, trade names, domains, or any other distinctive signs that are identical, similar, or likely to cause confusion with LEVANTE BRASIL ‘s assets (including graphic, spelling, or phonetic variations).

10.7. The Affiliate is prohibited from bidding on keywords or search terms in internet search engines that are identical or confusingly similar to LEVANTE BRASIL ‘s registered trademarks, slogans, or other distinctive signs, except with prior written authorization.

      10.7.1. Violation of this clause will result in penalties being applied to the Affiliate, as set out in Clause 15, including, but not limited to, suspension of commissions, monetary fines, and contract termination, depending on the seriousness and recurrence of the infraction.

10.8. The Affiliate shall not register, nor attempt to register, domain names that resemble those used or registered by LEVANTE BRASIL, except with prior and express authorization.

10.9. LEVANTE BRASIL reserves the right to demand the immediate cessation of the use of domains that infringe this clause and may also request their transfer, without prejudice to other applicable measures.

10.10. The Affiliate shall not use automatic redirection pages or domains (such as javascript, iFrame, or domains like “.de.vu”) to promote LEVANTE BRASIL ‘s services.

10.11. The Affiliate agrees to reasonably cooperate with LEVANTE BRASIL in protecting its intellectual property assets against third-party infringements or any form of misuse.

11.1. In addition to the provisions of Clause 8, the Affiliate shall fully indemnify LEVANTE BRASIL, its affiliates, officers, directors, employees, and representatives for any costs, expenses, damages, and losses (direct or indirect), including but not limited to, interest, fines, legal fees, and other legal or professional expenses incurred, paid, or owed by LEVANTE BRASIL, arising from or related to:

  1. a) any third-party claims against LEVANTE BRASIL or the Affiliate, resulting from the provision of the Affiliate’s Services, when such claim is directly or indirectly attributable to a contractual breach, negligence, or willful misconduct by the Affiliate, its employees, representatives, agents, or subcontractors;
  2. b) any actual or alleged violation of third-party intellectual property rights associated with the Affiliate’s Services, unless such violation results directly from the acts or omissions of LEVANTE BRASIL;
  3. c) any action, fine, investigation, or penalty imposed by a regulatory authority due to actions or omissions attributable to the Affiliate in the execution of this Agreement.

11.2. This indemnification obligation will remain in effect after the termination of this Agreement, regardless of the cause of the termination, and will apply to any event that occurred during the term of the Agreement or as a direct consequence of it.

12.1. Except for the responsibilities expressly set forth in Clause 6, LEVANTE BRASIL shall not, under any circumstances, be liable to the Affiliate, whether based on tort (including negligence), breach of contract, or any other legal ground, even if foreseeable, for any of the following types of:

  1. a) loss of revenues or profits;
  2. b) loss of business or commercial opportunities;
  3. c) loss of data, information, or content;
  4. d) loss of reputation, credibility, or goodwill;
  5. e) waste of management time, personnel, or administrative resources;
  6. f) indirect, special, incidental, punitive, or consequential damages, regardless of their nature or cause.

12.2. LEVANTE BRASIL shall also not be liable for any direct or indirect losses or damages incurred by the Affiliate, arising from:

  1. a) failures, interruptions, unavailability, instabilities, or lack of functionality in the CellXpert system or on the LEVANTE BRASIL website;
  2. b) technical, operational, or third-party errors involved in the operation of the platform;
  3. c) any non-willful breach of contract by LEVANTE BRASIL.

12.3. The Affiliate acknowledges that this Agreement is entered into exclusively between the Affiliate and LEVANTE BRASIL, and thus, the ” CellXpert ” tool or any other technology providers used by LEVANTE BRASIL do not assume any responsibility for disputes, claims, or losses arising from this Agreement.

13.1. This Agreement will begin on the date LEVANTE BRASIL notifies the Affiliate that their registration has been approved and remains valid for participation in the LEVANTE BRASIL Affiliate Program, and will remain in force until terminated as provided in this clause.

13.2. Termination Without Cause. Either party may terminate this Agreement at any time by providing written notice to the other party at least 15 (fifteen) days in advance, without the need for justification and without penalty. The Affiliate’s written notice should be sent to the email [email protected].

13.3. Immediate Termination for Cause. This Agreement may be terminated by either party immediately and without prior notice in the following cases, without prejudice to the right to take legal measures:

      (i) occurrence of force majeure or unforeseen events lasting more than 10 (ten) consecutive days;

      (ii) insolvency, bankruptcy filing, judicial or extrajudicial recovery, liquidation, or dissolution of either party;

      (iii) breach of any contractual clause not remedied within 5 (five) business days after notice;

      (iv) legal, regulatory, or self-regulatory prohibition of the continuation of the Agreement;

      (v) involvement in public scandal, criminal activity, or damage to the reputation of the innocent party;

      (vi) practice of fraudulent or illegal traffic generation to LEVANTE BRASIL’s website, even due to failure in monitoring;

     (vii) violation of compliance clauses, including but not limited to bribery, corruption, or inclusion in economic sanction lists;

     (viii) dissemination of illegal content or prohibited content under the Fixed-Odds Betting Regulations;

      (ix) legal impediment or decision by a competent authority that makes the execution of the Agreement impossible.

13.4. Suspension for Evidence of Irregularity. LEVANTE BRASIL may partially suspend this Agreement, including suspension of payments or content dissemination, by written communication to the Affiliate, in the following cases:

      (i) reasonable evidence of fraudulent activity;

      (ii) legal or regulatory violations;

      (iii) material breach of contract;

      (iv) misconduct by the Affiliate, its representatives, or subcontractors.

      13.4.1. The suspension may not exceed 30 (thirty) business days, unless a substantiated justification is provided.

      13.4.2. Tracking methods and data will remain operational during the suspension.

      13.4.3. If the evidence refers to specific players, the suspension will be limited to commissions related to those players.

      13.4.4. If the infraction is not proven within the period, the suspension will be automatically lifted, and all contractual obligations will be fully restored.

13.5. Effects of Termination. Upon termination of the Agreement, regardless of the cause:

      (i) the license to use any LEVANTE BRASIL materials will cease immediately, and the Affiliate must remove them entirely from their websites, social media, and other channels;

      (ii) all contractual benefits for the Affiliate will automatically cease;

      (iii) all materials and data providedto the Affiliate must be returned or destroyed as requested by LEVANTE BRASIL;

      (iv) the Affiliate must, upon request, provide a formal declaration of compliance with the above obligations.

13.6. Financial Reconciliation and Outstanding Payments. LEVANTE BRASIL will not be required to make any additional payments to the Affiliate after the termination date, except for amounts owed and accrued until that date.

      13.6.1. LEVANTE BRASIL may retain the last payment for up to 6 (six) months, for reasonable justification, to verify fraud, compliance, and accounting reconciliation.

13.7. The termination of this Agreement will not affect the rights and obligations of the parties arising before the effective date of termination.

13.8. LEVANTE BRASIL may deduct any debts or obligations of the Affiliate from any amounts due for payment.

13.9. To avoid doubts, the Affiliate will not have any right to participate in revenue generated from clients acquired after the termination date of this Agreement.

14.1. Failure to comply with the obligations set forth in these Terms and Conditions will result, without prejudice to other measures provided by law or in this Agreement, in the following consequences for the Affiliate:

  1. a) immediate and full retention of any commissions, bonuses, amounts, or benefits owed to the Affiliate until the situation is regularized or the failure to comply is definitively determined;
  2. b) accountability of the Affiliate in civil, administrative, regulatory, and criminal spheres, as applicable, including possible suspension, exclusion, or other sanctions provided in specific legislation and LEVANTE BRASIL’s internal regulations.

14.2. Upon confirmation of a violation by the Affiliate, the Affiliate will be subject to the following cumulative and non-exclusive penalties:

  1. a) retention and possible reimbursement of any commissions or pending amounts already paid that are linked to the violation committed;
  2. b) application of a non-compensatory contractual fine of R$ 50,000.00 (fifty thousand reais) per proven violation, without prejudice to the application of additional fines under specific regulations or sectorial agreements;
  3. c) obligation to immediately perform the violated obligations, within a period set by LEVANTE BRASIL, under penalty of other sanctions;
  4. d) the right of LEVANTE BRASIL to demand full indemnification from the Affiliate, on a regressive basis, for direct and indirect losses, damages, and lost profits arising from the violation, including legal fees and other necessary costs for compensation;
  5. e) the possibility of temporary suspension or immediate unilateral termination of the Agreement by LEVANTE BRASIL, without prejudice to other applicable penalties;
  6. f) the Affiliate’s obligation to cooperate with internal, regulatory, or judicial investigations related to the violation, under penalty of aggravating the sanctions.

14.3. The penalties provided in this clause will be applied proportionally to the severity of the violation, the extent of the damage caused, and the recurrence of the violation by the Affiliate, observing due process and the right to a fair defense.

14.4. The application of penalties does not exempt the Affiliate from fulfilling other contractual obligations, nor does it prevent LEVANTE BRASIL from seeking other judicial or extrajudicial measures to safeguard its rights.

15.1. Anti-Corruption Standards. The Parties acknowledge and commit, directly and indirectly, through their employees, representatives, administrators, directors, advisors, consultants, affiliates, partners, or shareholders, to strictly observe and comply with all applicable laws against bribery and corruption, including but not limited to (i) the current Brazilian anti-corruption law (Law No. 12.846/2013) and any other laws that may be enacted to regulate this matter; (ii) the Foreign Corrupt Practices Act (FCPA); (iii) the UK Bribery Act; and (iv) all international conventions and pacts to which Brazil is or will be a signatory, such as the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the UN Convention Against Corruption (“Anti-Corruption Standards”), committing to:

      (i) comply with the Anti-Corruption Standards;

      (ii) maintain, during the term of this Agreement, their own policies and procedures to ensure compliance with the Anti-Corruption Standards, adapting and applying such policies to their procedures;

      (iii) promptly communicate to the other party any request or demand for an undue amount or advantage received in connection with the fulfillment of this Agreement; and

      (iv) immediately and in writing notify the other party in case a public official becomes their employee or contractor.

15.2. Employment. The Parties expressly declare that they do not employ or use, and undertake not to employ or use, during the term of this Agreement, child labor or workers under 18 years of age, except in cases where minors are hired as apprentices, as authorized by Brazilian law, in the provision of their services, and they also do not contract or maintain relationships with any other companies that provide services (partners, suppliers, or subcontractors) who use, exploit, or in any way employ child labor or workers under 18 years of age, as set forth in the Statute of the Child and Adolescent (Law No. 8.069/90) and other applicable legal or regulatory standards.

      15.2.1. The Parties also commit not to establish commercial, contractual, or any other type of relationship with companies, service providers, or subcontractors who, by any means, use, encourage, tolerate, or benefit from child labor or the labor of minors under 18 years of age in violation of Brazilian law, especially the Statute of the Child and Adolescent.

      15.2.2. If either party detects a violation of this clause, including through formal complaints, inspections, or administrative or judicial decisions, the violating party will be notified to provide immediate clarification, and if the irregularity is confirmed, it must take all necessary steps to cease it, under penalty of immediate termination of the contract for cause, without prejudice to the obligation to indemnify the other party for damages caused, as well as the civil, administrative, and criminal sanctions provided in the applicable legislation.

15.3. Business. The Parties will not do business with any third parties suspected of being involved in bribery or inappropriate practices or those that violate legal or regulatory provisions, including, but not limited to, environmental, labor, child labor, forced labor, security, and Anti-Corruption Standards.

15.4. Violations. Non-compliance with the obligations set forth in this Clause by either party will be considered a serious fault, entitling the innocent party to terminate this Agreement, regardless of any obligations incurred, as well as to the penalties set forth in Clause 15.2 above.

16.1. LEVANTE BRASIL reserves the right to request criminal sanctions or other measures imposed against the Affiliate if it suspects that the Affiliate has been involved in fraudulent, unfair, or criminal activity, and will disclose this information to the relevant authorities or third parties, if necessary. Fraudulent acts include actions conducted in bad faith and/or acts intended to deceive LEVANTE BRASIL or any of its members.

16.2. LEVANTE BRASIL aims to make gambling a fun and enjoyable experience while taking its responsibility seriously. Therefore, it strives to:

      (a) ensure that gambling activities are conducted in a demonstrably fair and transparent manner to protect customers;

      (b) protect children and other vulnerable individuals as much as possible;

      (c) prevent gambling from fostering criminal activity or disturbing public order.

16.3. The Affiliate agrees not to knowingly or negligently violate the provisions of paragraph 16.2, refraining from acting or failing to act in a way that could cause conflicts for LEVANTE BRASIL.

16.4. LEVANTE BRASIL reserves the right to suspend or immediately terminate any Affiliate account that is believed to be involved in fraud, money laundering, or other forms of illegal or suspicious activity, to withhold any amounts owed to that account, and to disclose the information it deems reasonably necessary to the competent authorities.

17.1. Entire Agreement. This Agreement, including its registration form and any annexes expressly referenced, represents the entire agreement between the parties with respect to its subject matter, replacing any prior understandings, negotiations, or agreements, whether written or oral.

17.2. Assignment and Subcontracting.

      17.2.1. The Affiliate may not assign, transfer, sublicense, or otherwise delegate their rights and obligations under this Agreement without the prior and express written consent of LEVANTE BRASIL, in accordance with Clause 4.3.

      17.2.2. LEVANTE BRASIL may, at any time, assign, transfer, encumber, subcontract, delegate, establish a trust, or dispose of any or all of its rights and obligations under this Agreement, without the Affiliate’s consent.

17.3. Waiver, Exercise, and Accumulation of Rights. Waiver of any right or provision of this Agreement will only be valid if formalized in writing. The non-exercise or delay in the exercise of any right will not imply a waiver, nor will it limit the future exercise of such rights.

      17.3.1. The partial or isolated exercise of any right will not prevent the full and future exercise of that right or any other rights under this Agreement or applicable law.

      17.3.2. The rights and measures provided in this Agreement are cumulative and independent, and may be combined with legal rights or those provided in other contractual instruments.

17.4. Communications. All communications and notifications between the parties relating to this Agreement must be made in writing and sent via email to the addresses designated by the parties, as specified in the registration form or previously communicated in writing.

      17.4.1. Communications made by representatives, employees, contractors, or third parties who do not use the designated email addresses of LEVANTE BRASIL will not be valid or have binding effect on it.

17.5. Confidentiality. During the term and after the termination of this Agreement, the Affiliate agrees to keep all Confidential Information of LEVANTE BRASIL and the Affiliate Program confidential, using such information solely for the execution of the contractual obligations.

      17.5.1. The Affiliate shall adopt the best practices to prevent the disclosure or unauthorized use of such information, under penalty of being held responsible for any losses or damages arising from any violation.

17.6. Force Majeure. Neither party shall be held liable for delays, failures, or non-performance resulting from force majeure or unforeseen events, understood as those beyond the reasonable control of the affected party, unforeseeable or unavoidable.

17.7. Partial Invalidity and Clause Adaptation. If any provision of this Agreement is deemed invalid, illegal, or unenforceable by a judicial or administrative decision, such provision will be interpreted or excluded to the minimum extent necessary, without affecting the validity of the remaining clauses.

      17.7.1. If possible, the parties agree to adapt the invalid clause to make it legally effective and fully enforceable, preserving the original intent of the Agreement.

17.8. No Partnership or Representation. This Agreement does not create a partnership, association, consortium, joint venture, or any representation relationship between the parties, nor does it confer upon the Affiliate any power to represent or assume obligations on behalf of LEVANTE BRASIL.

17.9. No Third-Party Beneficiaries. Except as expressly provided, this Agreement does not grant third parties any rights or prerogatives to enforce or benefit from its provisions.

19.1. This Agreement shall be governed and interpreted in accordance with the laws of the Federative Republic of Brazil. The parties hereby choose the jurisdiction of the District of São Paulo, State of São Paulo, to settle any disputes arising from it, to the exclusion of any other, even if privileged.