Terms and Conditions

Effective Date: 1 September 2026

These Terms & Conditions ("Terms") govern participation in the Graphite Affiliate Programme ("Programme") operated by Graphite ("Graphite", "we", "us" or "our").

By applying to join, being accepted into, or continuing to participate in the Programme, the Affiliate ("Affiliate", "you" or "your") agrees to be bound by these Terms.

1. Definitions

For the purposes of these Terms:

Affiliate means the individual or legal entity approved by Graphite to participate in the Programme.

Affiliate Account means the account issued to the Affiliate following acceptance into the Programme.

Customer/Player means a person referred by the Affiliate who subsequently registers with one of Graphite's participating brands and can be attributed to the Affiliate through the Programme's tracking system.

Commission means the commission payable to the Affiliate in accordance with the applicable Revenue Share, CPA or other agreed commission arrangement.

Intellectual Property means Graphite's and its licensors' trademarks, logos, branding, copyrighted material, websites, marketing materials and other intellectual property.

Marketing Materials means banners, links, text, creatives, promotional content and other materials provided or approved by Graphite for use by Affiliates.

Net Income Revenue means the revenue amount used by Graphite to calculate Revenue Share in accordance with the applicable commission structure and Programme rules.

Merchant Brands means the participating brands operated by Graphite, including Juicy Vegas Casino and Grand Rush Casino, as may be added to or removed from the Programme from time to time.

Programme means the Graphite Affiliate Programme.

2. Joining the Programme

2.1. To join the Programme, you must submit accurate, complete and current information during the application process.

2.2. Graphite may request additional information to verify your identity, business, websites, traffic sources, marketing methods, target markets, ownership or other relevant information.

2.3. Graphite may independently verify information supplied by you and may approve or reject an application at its sole discretion.

2.4. If you are applying on behalf of a company or other legal entity, you confirm that you have authority to enter these Terms on its behalf.

2.5. Acceptance into the Programme does not guarantee any level of traffic, Customers, revenue or Commission.

2.6. You may maintain only one Affiliate Account unless Graphite expressly approves otherwise in writing.

2.7. You are responsible for ensuring that all information held in your Affiliate Account remains accurate, complete and up to date throughout your participation in the Programme. Graphite may request that you update or verify your information at any time.

3. Affiliate Responsibilities

3.1. You must comply with these Terms, all applicable laws and regulations, and any Programme, brand, advertising or marketing guidelines provided by Graphite.

3.2. You are responsible for the websites, social media accounts, advertising channels and other traffic sources used to promote the Merchant Brands.

3.3. You must ensure that all information, advertising and promotional content relating to the Merchant Brands is accurate, current and not misleading.

3.4. You must not make claims or representations about Graphite, the Merchant Brands, bonuses, winnings, withdrawals or other services that Graphite has not authorised.

3.5. You must not promote the Merchant Brands to minors or otherwise knowingly target vulnerable persons or audiences for whom gambling advertising is prohibited.

3.6. You must comply with any geographic restrictions or marketing restrictions communicated by Graphite.

3.7. You may not offer your own incentives, rewards or inducements for registration, deposits or play unless expressly approved by Graphite in writing.

3.8. You remain responsible for the actions and omissions of your employees, contractors, agents, representatives and any approved sub-affiliates involved in promoting the Merchant Brands on your behalf.

3.9. You are responsible for ensuring that all persons referred to in clause 3.8 are aware of and comply with these Terms and any applicable Graphite marketing requirements.

4. Marketing & Advertising

4.1. You may promote the Merchant Brands only through marketing methods permitted by Graphite.

4.2. You must not engage in spam, unsolicited commercial communications or other prohibited direct marketing.

4.3. You must not use misleading advertising, false claims, guaranteed winnings, misleading bonus descriptions or inaccurate promotional information.

4.4. Any bonus, promotion or offer advertised by you must reflect the current terms and conditions supplied or approved by Graphite.

4.5. You must not engage in brand bidding or other paid-search activity targeting Graphite or Merchant Brand trademarks, including misspellings or confusingly similar terms, unless Graphite has expressly authorised the activity in writing.

4.6. You must not create advertising or content that impersonates Graphite or any Merchant Brand or gives the impression that you are the operator of the relevant gaming website.

4.7. You must not create or operate social media accounts, websites or other online properties that could reasonably be confused with Graphite or any Merchant Brand.

4.8. You must comply with applicable advertising, consumer protection, responsible gambling and data protection requirements in each jurisdiction in which you operate.

4.9. Graphite may require you to amend or remove any advertising or promotional material that it considers inaccurate, outdated, non-compliant or otherwise unsuitable. You must comply promptly with such requests.

5. Intellectual Property & Brand Use

5.1. Graphite and/or its licensors retain all rights, title and interest in their Intellectual Property.

5.2. Subject to these Terms, Graphite grants you a limited, non-exclusive, non-transferable and revocable licence to use approved Intellectual Property solely to promote the Merchant Brands and direct Customers to the applicable websites.

5.3. You must not:

• register or use a domain name that is identical or confusingly similar to a Graphite or Merchant Brand trademark;
• create a derivative or lookalike website;
• copy the look and feel of a Merchant Brand website;
• modify Graphite's logos, trademarks or approved Marketing Materials without permission;
• register trademarks or social media accounts incorporating Graphite or Merchant Brand names;
• represent that you own or control any Graphite or Merchant Brand Intellectual Property;
• use the Intellectual Property for any purpose other than promoting the Programme; or
• sub-license, transfer or otherwise grant any third party the right to use Graphite or Merchant Brand Intellectual Property.

5.4. You may create your own promotional content provided it complies with these Terms, applicable brand guidelines and any instructions issued by Graphite. Graphite may require prior written approval for materials or campaigns.

5.5. If Graphite determines that any use of its Intellectual Property is unauthorised or inappropriate, you must immediately cease the relevant use and remove the material upon request.

6. Prohibited Traffic, Fraud & Compliance

6.1. You must not knowingly generate, facilitate or benefit from fraudulent, deceptive, incentivised, artificial, unlawful or otherwise illegitimate traffic.

6.2. Prohibited activity includes, without limitation:

• fraudulent registrations or transactions;
• self-referrals;
• incentivised traffic without written approval;
• manipulation of tracking or attribution;
• use of bots, automated systems or artificial traffic;
• misleading redirects or forced clicks;
• spam;
• unlawful marketing;
• traffic intended to circumvent geographic restrictions; and
• any activity designed to unfairly increase Commission.

6.3. You must not use the Programme or your Affiliate Account to facilitate money laundering, terrorist financing, sanctions violations or any other illegal activity.

6.4. Graphite may investigate suspected fraudulent or prohibited activity and may suspend the Affiliate Account and withhold Commission while an investigation is conducted.

6.5. If Graphite determines that Commission or other payments resulted from prohibited activity, Graphite may reverse or withhold the relevant amounts and recover any associated costs or losses.

6.6. Graphite may report suspected illegal activity to relevant authorities where required or permitted by law.

7. Tracking & Attribution

7.1. Customer referrals and Commission will be tracked using Graphite's designated tracking platform.

7.2. The records maintained by Graphite's designated tracking platform will be the source of truth for referral attribution and Commission calculations, except where a demonstrable technical or system error has occurred.

7.3. Graphite may refuse or close a customer account where necessary for regulatory, compliance, fraud prevention, operational or other legitimate reasons.

7.4. Graphite does not guarantee that every Customer referred by an Affiliate will qualify for Commission.

8. Commission

8.1. Commission is calculated according to the Affiliate's agreed commission structure and the applicable Revenue Model.

8.2. Unless otherwise agreed in writing, the standard Revenue Share structure is:

• 50% Revenue Share for the first three months; and
• 30% Revenue Share thereafter.

8.3. Individual Revenue Share, CPA or hybrid arrangements may be agreed separately in writing and will take precedence over the standard structure where applicable.

8.4. Commission is calculated monthly based on the applicable Net Income Revenue generated by qualifying Customers.

8.5. Chargebacks and other qualifying adjustments may be deducted from Net Income Revenue and/or Commission.

8.6. CPA Commission will not be payable where a customer fails to meet the applicable CPA qualification requirements, including where a qualifying deposit is subsequently charged back.

8.7. An Affiliate is not entitled to Commission on:

• the Affiliate's own Customer Account;
• accounts belonging to the Affiliate's employees, agents or immediate family members;
• accounts belonging to persons residing in the Affiliate's household; or
• accounts generated through fraudulent, artificial or otherwise prohibited activity.

8.8. Graphite may withhold, reverse or adjust Commission where it reasonably determines that the Affiliate has abused or attempted to manipulate the Commission model.

9. High-Roller Policy

9.1. A Customer who generates negative Net Income Revenue of $10,000 or more in a calendar month may be classified as a High-Roller.

9.2. Where the Affiliate's aggregate negative Net Income Revenue for a Merchant Brand in that month is $2,000 or more, the High-Roller policy will apply.

9.3. The qualifying negative Net Income Revenue generated by the High-Roller may be carried forward and offset against future positive Net Income Revenue generated by that same Customer.

9.4. The carried-forward negative balance may not be offset against Net Income Revenue generated by other Customers.

9.5. Future positive Net Income Revenue generated by the High-Roller will reduce the carried-forward negative balance.

10. Payments

10.1. Commission earned in a calendar month will be paid on a Net 30 basis, subject to the applicable payment schedule and any required verification or adjustment.

10.2. The minimum payment threshold is $300. Amounts below the threshold will be carried forward until the threshold is reached.

10.3. Payments will be made using the payment method and payment details recorded on the Affiliate's account at the time the payment is processed.

10.4. The Affiliate is solely responsible for ensuring that all payment and banking details provided to Graphite are accurate, complete and kept up to date.

10.5. Graphite and its Finance team will process payments based on the payment details recorded on the Affiliate's account at the time the payment is processed.

10.6. Graphite will not be responsible for any loss, delay, failed payment or additional costs arising from incorrect, incomplete or outdated payment details provided by the Affiliate.

10.7. Payments are made in the currency or currencies supported by Graphite and communicated to Affiliates.

10.8. Current cryptocurrency payment fees are:

• BTC: 4% administration fee
• USDT ERC: 3% administration fee

10.9. Graphite may delay, withhold or adjust payment where required to investigate suspected fraud, prohibited activity, chargebacks, compliance issues or other legitimate payment concerns.

10.10. Graphite will not be responsible for payment delays caused by technical failures, third-party payment providers, banking systems, blockchain networks or other circumstances outside Graphite's reasonable control.

11. Confidentiality & Data Protection

11.1. Each party must keep confidential information received from the other party confidential and use it only for purposes connected with the Programme.

11.2. Confidential information includes business information, Commission arrangements, technical information, Customer information and other non-public information disclosed in connection with the Programme.

11.3. These confidentiality obligations survive termination of the Affiliate's participation in the Programme.

11.4. The Affiliate must comply with all applicable data protection and privacy laws in the jurisdictions in which it operates.

11.5. The Affiliate must not collect, process, disclose or use Customer information except where legally permitted and necessary for its authorised activities.

12. Suspension & Termination

12.1. Graphite may suspend or terminate an Affiliate Account if the Affiliate:

• breaches these Terms;
• engages in fraud or prohibited traffic;
• breaches applicable laws or regulations;
• misuses Graphite or Merchant Brand Intellectual Property;
• operates an unsuitable website or marketing channel;
• provides false or misleading information; or
• engages in conduct that may harm Graphite, its licensors or the Merchant Brands.

12.2. Graphite may also terminate an Affiliate Account at its discretion by written notice.

12.3. An Affiliate may terminate its participation in the Programme by providing written notice to Graphite.

12.4. Upon termination, the Affiliate must immediately:

• stop promoting the Merchant Brands;
• remove Graphite and Merchant Brand Marketing Materials;
• disable affiliate links;
• stop using Graphite and Merchant Brand Intellectual Property; and
• return or securely delete confidential information where required.

12.5. Termination does not release either party from obligations that arose before termination or that are intended to survive termination.

12.6. Graphite may withhold Commission for a reasonable period following termination where necessary to verify Customer activity, chargebacks, fraud, compliance or other Commission adjustments.

13. Inactive Affiliates

13.1. If an Affiliate has not referred any new active Customers for a continuous period of six months, Graphite may reduce the Affiliate's Revenue Share to 20%.

13.2. Following the referral of a new active Customer, Graphite may review and adjust the Affiliate's Revenue Share in accordance with its current commercial terms.

14. Relationship of the Parties

14.1. The Affiliate and Graphite are independent contractors.

14.2. Nothing in these Terms creates a partnership, joint venture, agency, employment, franchise or other relationship between the parties.

14.3. The Affiliate has no authority to make commitments, representations or warranties on behalf of Graphite or any Merchant Brand.

14.4. The Affiliate is responsible for its own taxes, expenses, employees, contractors and business operations.

15. Indemnity & Limitation of Liability

15.1. The Affiliate agrees to indemnify and hold harmless Graphite, its merchants, licensors, payment providers, suppliers, contractors, officers, employees and agents from claims, losses, damages and reasonable costs arising from:

• the Affiliate's breach of these Terms;
• the Affiliate's negligence or intentional misconduct;
• the Affiliate's website or marketing activities;
• the Affiliate's unauthorised use of Intellectual Property; or
• the Affiliate's violation of applicable laws or regulations.

15.2. Graphite does not guarantee that the Programme, tracking systems, websites or services will operate continuously or without errors.

15.3. To the maximum extent permitted by applicable law, Graphite will not be liable for indirect, incidental, special, punitive or consequential losses arising from participation in the Programme.

15.4. To the maximum extent permitted by applicable law, Graphite's aggregate liability under these Terms will not exceed the total Commission paid or payable to the Affiliate during the twelve months preceding the event giving rise to the claim.

16. General

16.1. The Affiliate may not assign or transfer its rights or obligations under these Terms without Graphite's prior written consent.

16.2. Graphite may assign or transfer its rights and obligations in connection with the Programme, including to a successor or purchaser of the relevant business or assets.

16.3. Graphite may amend these Terms, the Commission structure or Programme rules from time to time. Where appropriate, notice will be provided by email, through the Affiliate platform or by publication on the Programme website.

16.4. Continued participation in or promotion of the Programme following notification of an amendment constitutes acceptance of the amended Terms.

16.5. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

16.6. Failure by Graphite to enforce any provision of these Terms will not constitute a waiver of its right to enforce that provision later.

16.7. These Terms, together with any applicable Commission agreement, Programme rules and written amendments, constitute the entire agreement between Graphite and the Affiliate regarding participation in the Programme.

16.8. If these Terms are translated, the English version will prevail in the event of any inconsistency.

By joining or continuing to participate in the Graphite Affiliate Programme, the Affiliate confirms that it has read, understood and agreed to these Terms & Conditions.