Terms & Conditions

1.1 These Terms & Conditions (the "Terms") govern access to and use of daotra.io, aff.daotra.io, any related website, portal, dashboard, tracking link, API or communication channel (together, the "Platform"), and the affiliate and performance marketing services provided through it (the "Services"). "Daotra", "we" and "us" mean Daotra, the company that provides the Platform and the Services.

1.2 By accessing the Platform, ticking an acceptance box, registering an account or using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, you must not access or use the Platform or the Services.

1.3 The Platform and the Services are for business use only. You confirm that you are acting for a business or in a professional capacity and not as a consumer.

1.4 If you accept these Terms for a company or other entity, you confirm that you are authorized to bind it, and that entity is the "you" in these Terms. If you are not so authorized, you agree to be personally bound by these Terms.

1.5 You must be at least 18 years old, or older if the law of any place where you or your audience are located requires it, and you must have full legal capacity to enter a binding agreement.

1.6 We may change these Terms at any time. Material changes take effect 30 days after we give notice by email or in the Platform, unless a change is required by law, or is needed to address fraud, security or a regulatory risk, in which case it takes effect immediately. If you do not agree to a change, you must stop using the Services and close your account before it takes effect. Continued use after the effective date is acceptance of the change. A change does not apply to activity that was completed before the change took effect, except where the law requires otherwise.

1.7 Our records of your acceptance, including the date and time, the version of these Terms and technical information such as the IP address and device, are conclusive evidence of your acceptance unless you show a manifest error.

In these Terms:

• "Agreement" means any insertion order, offer terms, commercial schedule, rate card or other written commercial arrangement between you and Daotra, including terms accepted through the Platform;
• "Advertiser" means a third party operator or brand whose products or services are promoted through the Services;
• "Publisher" means a person or entity that promotes Offers and directs Traffic through the Services;
• "Offer" means a campaign or promotion of an Advertiser made available through the Services, together with its "Offer Terms" (including permitted locations, traffic sources, creative rules, caps and conversion definitions);
• "Traffic" means any clicks, visits, leads, registrations, deposits or other activity generated by or for a Publisher in connection with an Offer;
• "Restricted Location" means any country, state, province, territory or other area in which an Offer, a product or a type of promotion is not permitted, whether by law, by the Offer Terms or by notice from us, whether or not the Offer is shown as available there.

3.1 Daotra is an intermediary and marketing platform. Daotra does not operate, own or control any gambling, sweepstakes, prediction-market, financial, software or other product that is promoted through the Services, and is not a party to the relationship between an end user and an Advertiser.

3.2 Nothing on the Platform or in any communication from us is legal, tax, regulatory, financial or gambling advice. We do not advise whether any Offer, product or promotion is lawful in any location. You must obtain your own professional advice.

3.3 The availability of an Offer, the presence of a brand on the Platform, or our approval of your account, traffic source or creative is not an endorsement, a warranty or a statement that the Offer or the activity is lawful or suitable in any location.

3.4 Information about Advertisers and Offers is supplied by third parties. We do not verify it and do not guarantee that it is accurate, complete or current.

4.1 Registering an account is an application only. We may approve, reject, limit, suspend or revoke any account, Offer access or Traffic source at any time, with or without giving reasons.

4.2 All information you give us must be complete, accurate and kept up to date. We may ask for evidence of identity, authority, ownership, traffic sources, licensing, beneficial ownership and any other information we consider necessary, and we may refuse or suspend access until it is provided.

4.3 You confirm that you, your owners and your controllers are not the subject of sanctions or trade restrictions, are not listed on any sanctions list, and have not previously been removed from an affiliate program for fraud, breach or non-compliance, unless you have disclosed it to us in writing.

4.4 You are responsible for all activity under your account and for keeping your credentials secure. Tell us immediately if you suspect unauthorized access. We may act on any instruction that appears to come from your account.

4.5 You may hold one account unless we agree otherwise in writing. Accounts are personal to you and may not be shared, sold or transferred.

5.1 You may promote an Offer only if it has been made available to you, only in the locations, through the traffic sources and with the creative that its Offer Terms allow.

5.2 You must not promote, and must take effective steps to prevent Traffic from, any Restricted Location. You must not use VPNs, proxies, location masking, redirects or any other technique to deliver Traffic from, or to disguise the origin of Traffic from, a Restricted Location.

5.3 We or the Advertiser may add, change, pause, cap, geo-restrict or remove any Offer or Restricted Location at any time, including with immediate effect where we consider it necessary for legal, regulatory, risk or business reasons. A notice through the dashboard, email, your account manager or Telegram is sufficient. You must stop promoting the affected Offer or location immediately.

5.4 Traffic delivered after a restriction or removal, or in breach of the Offer Terms, may be rejected and is at your sole risk.

5.5 An Offer being visible, accessible or open to tracking in a location does not mean it is lawful or permitted there.

You must not, and must not permit anyone else to:

• generate Traffic by fraud, incentives not approved in the Offer Terms, bots, scripts, click farms, cookie stuffing, forced or hidden clicks, self-referral, multi-accounting, domain or brand bidding in breach of the Offer Terms, spam or adware;
• use misleading, false, deceptive or unsubstantiated claims, or make any statement about winnings, odds, bonuses, free play, prizes or earnings that is not accurate and approved;
• target or appeal to anyone under the legal age, or anyone who has self-excluded, or use content that is directed at minors;
• send unsolicited emails, text messages, calls or other communications in breach of law, or buy or use lists without valid consent;
• impersonate Daotra, an Advertiser or any other person, or use their names, marks or content outside the Offer Terms;
• bid on or register Daotra or Advertiser names, marks or confusingly similar terms except as expressly permitted;
• interfere with, scrape, reverse engineer, overload or attempt to gain unauthorized access to the Platform, our tracking or any other system;
• do anything that is unlawful, that harms the reputation, licences or relationships of Daotra or an Advertiser, or that exposes Daotra to regulatory or legal action.

7.1 You are solely responsible for complying with every law, regulation, licence condition, industry code and platform policy that applies to you, your websites, your audience, your marketing and your Traffic, in every location where you operate or from which Traffic originates. This includes laws on gambling, sweepstakes, contests, prediction and event contracts, advertising, consumer protection, privacy, electronic communications, anti-money-laundering, sanctions, export controls, anti-bribery and corruption, and tax.

7.2 You must not offer, give or accept any bribe, kickback or improper payment, and you must not deal with any sanctioned person or location in connection with the Services.

7.3 You will give us any information we reasonably request to satisfy a legal, regulatory, licensing, audit or Advertiser requirement, and will cooperate with any inquiry or investigation connected with your Traffic.

7.4 Nothing in the Terms requires us to take any action that we believe would breach any law or expose us to regulatory risk, and we may refuse or delay any action for that reason.

7.5 These Terms do not state where Daotra is established or in which countries it operates or offers the Services, and nothing on the Platform is an offer or a solicitation in any country. The Services are available only where their use is lawful. Before you register or use the Services, you must check the laws and rules of your own country and of every location where you operate or that you target, and you must use the Services only if and to the extent that it is lawful for you to do so. Each user alone is responsible for that check, and Daotra does not carry it out for you.

8.1 All creative, landing pages and communications must be accurate, lawful, not misleading and consistent with the Offer Terms. Where we or an Advertiser require approval of creative, you must obtain it before use.

8.2 You must show age restrictions (18+, or 21+ or higher where required), responsible gambling messages and help information, and any licence, eligibility and terms notices required by law or by the Offer Terms. You must respect self-exclusion and must not target vulnerable people or encourage excessive or irresponsible play.

8.3 You must not make any statement about Daotra's licensing, approvals, regulatory status, partners, volumes or results that we have not approved in writing, and must not use our name or marks except as we permit.

8.4 You must clearly and prominently disclose, wherever you promote an Offer, that you may be paid or otherwise rewarded if a person uses a link, code or Offer, and you must comply with every law and platform rule on endorsements and affiliate disclosures. You must not present paid promotion as independent opinion, review or advice.

8.5 You may promote a prediction market, event contract, sweepstakes, social casino, contest or similar Offer only in locations where it is lawful and only where its Offer Terms expressly allow it. You are responsible for confirming that the Offer, the operator and your promotion are permitted in each location, and you must stop promoting immediately if that changes.

9.1 We may review, monitor, test and audit your websites, creative, Traffic, communications and compliance at any time, and may require you to change or remove any content, source or practice immediately.

9.2 We have the right, but not the obligation, to do so. We do not assume a duty to supervise or control you, and a failure or delay in reviewing or acting is not an approval or a waiver.

9.3 You must tell us in writing within two business days if you receive any complaint, inquiry, notice, order or request from a regulator, court, licensing body, platform or other authority that relates to your promotion of an Offer, and you must comply at once with any instruction we give you in response to it, including an instruction to suspend or remove a promotion.

10.1 Traffic, conversions and activity are measured by the tracking and records of Daotra and the relevant Advertiser. Those records are final and binding, and are presumed correct, unless you show a manifest error or fraud on our part.

10.2 You must tell us in writing, with supporting evidence, of any dispute or discrepancy within 30 days after the activity concerned. Anything not raised in that period is waived and may not be raised later.

10.3 We may audit, and require you to give us records and access to verify, your Traffic, sources and compliance, and may rely on Advertiser and third-party fraud and quality findings.

10.4 Daotra may reject, reverse, cancel or adjust any conversion that we consider invalid, duplicate, fraudulent, non-compliant, outside the Offer Terms, reversed, charged back, or not confirmed by the Advertiser.

11.1 All commercial terms, including rates, deal structures, currencies, caps, schedules and procedures, are set out in the Agreement between Daotra and you or your company. Nothing on the Platform, including any calculator, example, illustration or marketing statement, is an offer, a commitment or a representation of what you may earn.

11.2 No amount is earned, accrues or becomes due unless and until it is confirmed under the Agreement. We do not guarantee any volume of Traffic, any level of earnings, or the continued availability of any Offer.

11.3 Where an amount is later found not to have been validly earned, including because of fraud, non-compliance, a reversal, a rejection by the Advertiser or an error, it is treated as never earned, and we may withhold, reverse, recover or set it off against any amount owed to you.

11.4 You are responsible for your own taxes and costs.

12.1 We may suspend or terminate your account, any Offer access or the Services, in whole or in part, at any time, with immediate effect and without liability, if we believe you have breached these Terms or any Agreement, engaged in or are suspected of fraud or non-compliance, or posed a legal, regulatory, reputational or security risk; if a licence, Offer or Advertiser relationship ends or changes; if law or a regulator requires it; or for any other reason on notice.

12.2 You may terminate by closing your account and giving us written notice. Termination does not affect rights and obligations that arose before it.

12.3 On suspension or termination you must stop promoting all Offers immediately and remove all tracking links and Daotra and Advertiser materials.

12.4 Sections that by their nature should continue, including those on compliance, records, commercial terms, warranties, disclaimers, liability, indemnity, intellectual property, confidentiality, data protection, notices and disputes, survive termination.

You promise and warrant to us, on acceptance and each time you use the Services, that:

• you have the capacity and authority to enter into and perform these Terms and any Agreement;
• all information you give us is true, complete and not misleading;
• you hold, and will keep, every licence, registration and permission needed for your activity;
• your activity, content and Traffic are and will be lawful and will comply with these Terms and the Offer Terms;
• you own or have the right to use everything you submit or publish, and it does not infringe anyone's rights.

14.1 THE PLATFORM AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, DAOTRA DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, UNINTERRUPTED OR ERROR-FREE OPERATION AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE.

14.2 DAOTRA DOES NOT WARRANT THAT ANY OFFER, ADVERTISER OR PRODUCT IS LAWFUL, LICENSED, SOLVENT OR SUITABLE, OR THAT ANY LEVEL OF TRAFFIC, CONVERSIONS OR EARNINGS WILL BE ACHIEVED.

14.3 Statements on the Platform and in marketing materials are general descriptions only. They are not warranties or promises, and you do not rely on them in entering into these Terms or any Agreement.

15.1 TO THE FULLEST EXTENT PERMITTED BY LAW, DAOTRA, ITS AFFILIATES AND ITS AND THEIR OWNERS, OFFICERS, EMPLOYEES AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, GOODWILL, DATA OR OPPORTUNITY, HOWEVER ARISING AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

15.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF DAOTRA AND THOSE PERSONS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, THESE TERMS OR ANY AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY DAOTRA IN RESPECT OF YOUR ACCOUNT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM.

15.3 The limits in this section do not limit liability for fraud or fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot lawfully be limited, and do not reduce any amount that has become properly due to you under an Agreement.

15.4 The limits apply to all claims in aggregate, however many there are, and whether in contract, tort (including negligence), statute or otherwise. They are an essential part of the basis of these Terms and the Services.

15.5 You must bring any claim against Daotra within one year after the cause of action arises. After that, the claim is permanently barred.

16.1 You will defend, indemnify and hold harmless Daotra, its affiliates, and its and their owners, officers, employees, contractors and Advertisers from and against all claims, demands, investigations, proceedings, fines, penalties, losses, liabilities, damages, costs and expenses (including reasonable legal fees and the costs of responding to regulators) arising out of or connected with: (a) your breach of these Terms, any Agreement or the Offer Terms; (b) your content, websites, marketing, communications or Traffic; (c) your violation of any law or of any third party's rights; (d) any regulatory, governmental or law enforcement action or inquiry connected with your activity; or (e) any fraud, wilful misconduct or negligence by you or anyone acting for you.

16.2 We will tell you of a claim in reasonable time. Failure to do so reduces your obligation only to the extent you are materially prejudiced. We may, at your cost, take over the defence and control of any claim at any time. You may not settle a claim in a way that admits fault of, or imposes obligations on, Daotra without our written consent. You will give us the cooperation we reasonably request.

17.1 The Platform, the Services, the Daotra name, logos and content, and all intellectual property in them, belong to Daotra or its licensors. We give you a limited, revocable, non-exclusive, non-transferable licence to use the Platform and any materials we provide solely to perform the Services and to comply with these Terms.

17.2 Names, logos and marks of Advertisers and other third parties belong to their owners. Their appearance on the Platform does not mean they endorse, sponsor or are affiliated with Daotra, or that there is any current or continuing relationship, and you may use them only as the Offer Terms allow.

17.3 If you give us feedback, you grant us a perpetual, worldwide, royalty-free right to use it without restriction.

Non-public information that you receive through the Platform or the Services, including Offer Terms, rates, Advertiser details, tracking and account information, is confidential. You must use it only to perform the Services, protect it with at least reasonable care and not disclose it, except to your professional advisers who are bound to keep it confidential, or where the law requires, in which case you must tell us first where the law allows.

19.1 Each party is responsible for its own compliance with data protection and privacy laws in relation to the personal data it handles. Our handling of personal data is described in our Privacy Policy.

19.2 You must not send us, or place in tracking parameters or links, any personal data of an end user (including names, email addresses and government identifiers) unless we have agreed in writing, and you must have all notices, consents and rights needed for any personal data you collect or use.

You are an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment, franchise or fiduciary relationship, and you have no authority to bind Daotra or make any statement or commitment on its behalf. Nothing is exclusive: we may work with anyone, including your competitors.

We may assign, transfer or subcontract any of our rights or obligations, including on a merger, acquisition, reorganization or sale of assets, without your consent. You may not assign or transfer yours without our prior written consent, and any attempt to do so is void.

We are not liable for any failure or delay caused by an event beyond our reasonable control, including a change in law, regulation, enforcement policy or licensing position; an order or action of a regulator or court; a failure of a third party, network, hosting or utility; a cyber-attack; or war, terrorism, strike, epidemic or natural disaster. We may suspend or withdraw any Offer, location or Service where we consider it necessary because of such a change or event.

23.1 We may give notice to you by email to the address on your account, by a notice in the Platform or the dashboard, or by posting on the Platform. A notice is treated as received 24 hours after it is sent or posted.

23.2 Notice to us must be sent by email to legal@daotra.io, marked for the attention of "Daotra - Legal Dept." A notice is received only when we acknowledge it in writing. Telegram, chat and messages to account managers are for operations only and are not valid for legal notices.

24.1 These Terms, the Privacy Policy and any Agreement are the entire agreement between you and Daotra about their subject and replace all earlier discussions, proposals, representations and understandings. You confirm that you have not relied on any statement, promise or representation that is not expressly set out in them, including statements on the Platform, in presentations or in messages, and you waive any claim based on one.

24.2 An Agreement controls the specific commercial matters it addresses, such as rates, deal structure, currency, caps and schedules. In every other respect, including compliance, liability, indemnity, governing law and dispute resolution, these Terms prevail, unless the Agreement expressly says in writing that it overrides a named section of these Terms and is signed or accepted by Daotra.

25.1 These Terms, and every dispute or claim (whether in contract, tort, statute or otherwise) arising out of or in connection with them, the Platform or the Services, are governed by the laws of England and Wales, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

25.2 Before starting any proceeding, a party must send a written notice describing the dispute, and the parties will try in good faith to resolve it within 30 days.

25.3 Any dispute not resolved in that time will be finally resolved by confidential, binding arbitration under the Rules of the London Court of International Arbitration. The seat of arbitration is London, England. There will be one arbitrator, the language is English, and the award is final and may be enforced in any court of competent jurisdiction. The tribunal may award costs to the prevailing party.

25.4 Claims may be brought only in your individual capacity. YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING RELATING TO THESE TERMS.

25.5 Nothing prevents Daotra from seeking an injunction, interim relief or specific performance, or from enforcing an award or protecting its intellectual property or confidential information, in any court of competent jurisdiction. You consent to that jurisdiction for those purposes.

26.1 If any provision is found to be invalid or unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms continues in full force.

26.2 A failure or delay in exercising a right is not a waiver. A waiver is effective only if it is in writing and signed by Daotra.

26.3 Only the parties to these Terms, and the persons named as protected in the sections on liability and indemnity, have any right to enforce them.

26.4 Headings are for convenience only. "Including" means including without limitation. These Terms are written in English, and any translation is for convenience only and the English version prevails.

26.5 These Terms may be accepted electronically, and an electronic acceptance has the same effect as a signature.

Daotra - Legal Dept., legal@daotra.io. Operational questions can also be sent through Telegram at @Daotra, but that channel is not a valid way to give legal notice.