Terms

Terms & Conditions

Terms and Conditions: 79Affiliates Affiliate Programme

Version 1.1: 18/05/2021

Affiliate Programme (“Affiliate Programme”) for 79Affiliates websites (“Websites”, including mountgold.com, refuelcasino.com and such other websites that may be subsequently designated by Company) is provided Blow Fish Marketing Ltd, company registered in Gibraltar with registration number 118591 and registered address in Sovereign Place, 117 Main Street, Gibraltar.

By completing the affiliate application to Affiliate Programme and clicking “I have read and agree to the affiliate terms and conditions” within the registration form, you (“Affiliate”) hereby agree to participate in the Affiliate Programme and abide by all the terms and conditions set out in this agreement (“Agreement”). The Company reserves the right to amend, alter, delete or extend any provisions of the Agreement, at any time and at its sole discretion, without giving any advance notice to the Affiliate.

You shall be obliged to continuously comply with the terms of this Agreement, General Terms and Conditions, and any other rules and guidelines communicated to you by the Company from time to time. The Agreement between the Company and the Affiliate shall come into effect on the date when the affiliate application is approved in writing by the Company.

Definitions

“Agreement” means and includes (i) all the terms and conditions set out in this document, (ii) General Terms and Conditions, (iii) any other rules and guidelines issued to you by the Company from time to time, or appearing on Websites and (iv) any annexes referred to in any of the aforementioned.

“Affiliate” means you, the natural person or entity, who applies to participate in the Affiliate Programme.

“Affiliate Application” means the application by virtue of which the Affiliate applies to participate in the Affiliate Program.

“Affiliate Programme” means the collaboration between the Company and the Affiliate (individually “Party”, together “Parties”), whereby the Affiliate will create Links to and promote the Websites to New Customers

“Affiliate Website(s)” means one or more websites on the internet which are maintained and operated by the Affiliate.

“Company” means Blow Fish Marketing Ltd, company registered in Gibraltar with registration number 118591 and registered address in Sovereign Place, 117 Main Street, Gibraltar hereinafter “Company”; and “Confidential Information” means any information of commercial or essential value for any of the Parties including, but not limited to, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Customers, other customers and users of the Websites, technology, marketing plans and manners of operation.

“CPA Payment Plan” is the one-time payment payable to the Affiliate for every New Customer pursuant to Clause 6 of this Agreement, provided that this payment plan is agreed to in writing by the Parties.

“Data Protection Legislation” means all applicable data protection, privacy and electronic marketing legislation, including, but not limited to, the General Data Protection Regulation (EU 2016/679) and any applicable national legislation, as well as any rules or regulations issued by a competent authority at any time.

“General Terms and Conditions” means the general terms and conditions and privacy policies which can be found on the Websites.

“Intellectual Property Rights” means any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, design rights, confidential information, registrations of the aforesaid and/or any other rights in the nature of the aforesaid.

“Links” means internet hyperlinks from the Affiliate Website(s) to the Websites.

“Net Revenue” means all monies received by the Company by way of deposit after having utilised the following formula: New Customer real money stakes (–) real money wins (–) 25% administration fee (–) paid bonuses (–) transaction costs and chargebacks (–) applicable gambling taxes and VAT (including reasonable provisions to pay such taxes). For the avoidance of doubt, it is expressly stated that all amounts referred to above are only in relation to amounts generated from New Customers referred to the Websites by the Affiliate Website(s).

“New Customer” means a customer referred to the Websites by the Affiliate Website(s), who doesn’t have an account, and has never had an account with Company, who has made a first deposit or total deposits amounting to at least the applicable minimum deposit at one of the Websites, in accordance with the applicable General Terms and Conditions of the Websites. Affiliate, its employees, relatives and/or friends shall not be considered as New Customers.

“Parties” means the Company and the Affiliate (each individually a “Party”, together “Parties”). “Revenue Share Plan” is the percentage of the Net Revenue payable to the Affiliate pursuant to

Clause 6 of this Agreement, provided that this is indicated in the Affiliate Application.

“Websites” mean the online gaming website refuelcasino.com, mountgold.com and/or any other website(s) whose affiliate program is operated and/or managed by the Company as may be communicated to the Affiliate from time to time.

1 – Purpose

1.2 The Affiliate maintains and operates the Affiliate Website(s) on the internet, and/or may refer potential customers to the Websites either through such sites or otherwise through other marketing channels. In the event that other marketing channels are to be used, the Affiliate must seek the prior approval of the Company.

1.3 This Agreement governs the terms and conditions pertaining to the promotion of the Websites by the Affiliate, whereby the Affiliate will be paid consideration in terms of Article 6 of this Agreement, depending on the New Customers referred to the Websites, and subject to the terms of this Agreement.

2 – Acceptance of an Affiliate

Upon the completion of the Affiliate Application by the Affiliate, the Company shall evaluate the Affiliate Application form hereby submitted and shall inform the applicant by email whether the requested participation in the Affiliate Programme has been accepted or not. The Company reserves the right to refuse any registration in its sole and absolute discretion.

3 – Affiliate Representations and Warranties

3.1 The Affiliate hereby represents and warrants that s/he:

A) in the case of a natural person, is aged 18 or over;

B) is competent and duly authorized to enter into legally binding agreements;

C) is the proprietor of all rights, licenses, and permits necessary to market, promote and advertise the Websites on the Affiliate Websites or any other marketing channel as may be approved by the Company, in accordance with the provisions of this Agreement.

D) is not involved in or does not intend to be involved in any act or traffic that constitutes or can reasonably be expected to constitute fraud or illegal activity, including, without limitation, money laundering activities.

E) will comply with all applicable rules, laws, and regulations in connection with the promotion of the Websites.

F) is in possession of all appropriate consents or otherwise has a legal basis to process personal data in terms of the Data Protection Legislation and to conduct its activities under this Agreement, specifically to generate traffic and refer customers to Websites.

G) fully understands and accepts the terms of this Agreement.

H) understands that the role of the Affiliate shall be specifically limited to the advertisement, marketing and promotion of the Websites, and subject to the terms and conditions of this Agreement. For the sake of clarity, it is accepted and understood that the Affiliate is not authorised to enter into any direct or indirect communications with any New Customers or any potential or existing customers of the Company in relation to their activities carried out on the Websites.

4 – Company Rights and Obligations

4.1 The Company shall provide the Affiliate with all required information and marketing material necessary for the promotion of the Websites on the Affiliate Websites, as well as for the implementation of the tracking Link/s thereon.

4.2 The Company shall be responsible for the content and presentation of any material specifically provided to the Affiliate by the Company, if any, for the purposes of the execution of this Agreement. Provided that nothing contained in this Clause 4.2 shall be interpreted as to having the effect of relinquishing the responsibility of the Affiliate with respect to the manner in which the material provided to it by the Company is presented on the Affiliate Website (or any other medium used by the Affiliate for the purposes of this Agreement) or otherwise distributed by the Affiliate, and for the suitability and compliance with all applicable laws, rules and regulations.

4.3 The Company shall administer the turnover generated via the tracking Links, record the net revenues and the total amount payable to the Affiliate, whilst further providing the Affiliate with relevant player statistics. A unique tracking identification code will be assigned to all New Customers.

4.4 The Company shall pay the Affiliate the payment due calculated in accordance with Clause 6 of this Agreement, which amount shall be dependent on the New Customers referred to the Websites by the Affiliate Websites, subject to the terms of this Agreement.

4.5 The Company reserves, at its sole discretion, the right to refuse the registration of any New Customers, and to suspend or close their accounts.

4.6 Affiliate approves that personal data (as defined in the General Data Protection Regulation) pertaining to the Affiliate and/or any of its employees may be collected by the Company and may be utilised in the context of, and as is necessary for, the performance of this Agreement or in the pursuance of any legal obligation or legitimate interest of the Company.

5 – Responsibilities and Obligations of the Affiliate

5.1 The Affiliate hereby expressly undertakes:

A) to advertise, market and promote the Websites to potential customers, by providing Links and disseminating marketing material received from the Company on the Affiliate Websites, or via other marketing channels as may be approved in writing by the Company.

B) to use its professional skills and expertise to actively and effectively advertise, market and promote the Websites as widely as possible, and in a manner which reflects affiliate industry best practice, in order to maximize the benefit to the Parties whilst abiding by the Agreement and all applicable laws and regulations, including but not limited to Data Protection Legislation.

C) to only use marketing material as shall be provided to the Affiliate by the Company for the purposes of advertising, marketing and promotion of the Websites. The Links or the marketing material shall not be amended or altered without the prior written consent of the Company.

D) to market and refer potential players to Websites entirely at its own cost and expense. The Affiliate shall be solely responsible for its marketing activities. All Affiliate’s marketing activities must be professional, proper and lawful and conducted in accordance with applicable laws and regulations.

E) to use only a tracking Link provided to the Affiliate within the scope of the Affiliate Programme. In default of this, no warranty whatsoever can be assumed for proper registration and sales accounting.

F) to be generally responsible for the development, operation, and maintenance of its own Affiliate Websites as well as for all material appearing on its Affiliate Websites.

G) not to send any material via direct marketing means to customers whom the Affiliate knows or should reasonably know to be self-excluded with the Company.

H) to, at all times, abide by all the relevant laws and regulations related to advertising and marketing, and guidelines issued by the competent authority/ies of countries in which the Affiliate intends to advertise, market and promote the Websites, and countries in which the Company is licensed to provide online gaming services.

The Company reserves the right to request the Affiliate to immediately remove any promotional material which it deems, in its sole absolute discretion, to be in breach of any relevant advertising and/or marketing rules.

5.2 The Affiliate further agrees:

A) that it will not perform any act which is libellous, discriminatory, obscene, immoral, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent material. The Affiliate shall not advertise (or cause to be advertised) the Websites on any sites which may, in any manner, be considered to be obscene, immoral, unsuitable or are otherwise black-listed and identified on the Police Intellectual Property Crime Unit (PIPCU) database.

The Company reserves the right to periodically request a list of all locations used by the Affiliate to promote the Websites to ensure continued compliance. Accordingly, the Affiliate can only advertise the Websites on websites and through media accounts and channels that have been disclosed to and approved in advance by the Company.

B) that it will not advertise the Websites on Facebook without having first obtained a Facebook Addendum signed on behalf of the Company. Similarly, the Affiliate shall obtain the written consent of the Company prior to promoting the Websites on any social media platform.

C) that it will not publish an advertorial or website review pertaining to the Websites or any brands connected thereto without having received the prior approval of the Company in writing.

D) that it will not target any jurisdiction where online gambling and/or the promotion of online gambling is unlawful and/or illegal, as may be updated from time to time by the competent authorities.

E) that it will not generate traffic to the Websites by unlawful, illegal or fraudulent means, particularly, but not limited to, by:

(i) Sending spam. This includes all forms of spam, including but not limited to emails and/or SMSs that meet any one of the following criteria: (a) are unsolicited and sent to a large number of addressees, (b) contain false or misleading statements, (c) does not honestly identify the source of the originating email address, (d) does not contain an online and real time ‘Remove’ option or (e) causes software download, installation or similar action.

(ii) Incorrect meta tags.

(iii) In any way attempt to artificially increase the amounts payable to the Affiliate by the Company, or to otherwise defraud the Company.

(iv) Popups, popunders and cookie dropping. If you have media sources/websites that do not contain libellous, discriminatory, obscene, unlawful or otherwise unsuitable material and you are planning pop ads campaigns, pre-approval from the Company is required in all cases.

F) that the Affiliate Website/s and any other medium which may be used by the Affiliate to advertise, market and promote the Websites in terms of this Agreement shall at all times uphold the standards of best practice by including, without limitation, the promotion of responsible gambling and containing ‘18+’ (or any other higher age restrictions that may apply to different jurisdictions) and responsible gambling warning messages and logos and links to websites of agencies/organisations that help vulnerable customers on any pages/sites/media that links the potential customer to the Websites.

G) that it must not promote the Websites in connection with Matched Betting or Arbitrage Betting, which, for the purposes of this sub-clause, is defined as any method of betting or wagering which is intended to give players a guaranteed win with no risk, including, but not limited to, the use of free bets.

H) that it will not present its own websites in any way that might evoke any risk of confusion with the Company or the Websites, or give an impression that the Affiliate Websites are partly or fully originated from the Company.

I) with the exception of the marketing materials as may be forwarded by the Company and/or made available online through the website www.79affiliates.com or Websites the Affiliate may not use any terms, trademarks and other intellectual property rights that are vested in the Company or Website operators unless the Company expressly consents to such use in writing.

J) that it will not purchase, register or attempt to register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical or similar to any of the Websites or Company’s trademarks, trade names or other intellectual property rights.

K) that it will not use in URLs or subdomains any terms which are identical or similar to any of the Websites or Company’s trademarks, trade names or other intellectual property rights.

M) that it will not utilize direct marketing to any potential or existing customers without Company’s express permission. For the sake of clarity, the term “direct marketing” refers specifically to marketing via email and/or SMSs.

N) that, subject to the immediately preceding sub-clause, the use of direct marketing shall include and/or display any relevant details as required by the applicable competent authorities, particularly key promotion terms and conditions as required, together with any responsible gambling requirements (for example, ’18+’ icon, and a link to gambling charity websites). Further, all such e- mails or SMS messages shall contain the full name of the Affiliate and address – and shall never purport to have been sent by the Company. All e-mail messages shall contain a fully operational ’Unsubscribe’ link. All SMS messages shall contain a fully operational ’STOP’ or ’Unsubscribe’ option. The Affiliate expressly warrants that it shall maintain a fully updated register of all unsubscribe and STOP requests and corresponding e-mail addresses and mobile phone numbers, and the Company shall be entitled to receive a copy of such register immediately upon request. The Affiliate warrants that any direct marketing shall only be done where the customers have validly given their consent to receive such communications as required under the Data Protection Legislation.

6 – Payment

6.1 The payment plan which shall apply to the Affiliate shall be either of the plans detailed in this clause 6.1 (or a hybrid thereof) as shall be agreed to in writing by the Parties on a case-by-case basis, provided that the default payment plan which is to apply in the absence of any agreement to the contrary shall be the Revenue Share Plan.

A) Revenue Share Plan – this shall be the percentage of the Net Revenue arising from New Customers and payable monthly to the Affiliate in terms of this clause 6.1A.

The Company shall pay the Affiliate a Revenue Share based on the Net Revenue generated from New Customers referred by the Affiliate’s Website/s and/or other channels permitted in writing by the Company. New customers are those customers of the Operators who do not yet have and have not had a betting account with any Operators Website and who accesses the Operator Website via the Links and who properly register and make real money transfers at least equivalent to the minimum deposit into one of their Operators Websites betting account. The commission shall be deemed to be inclusive of value added tax or any other tax if applicable.

Net Revenue shall be calculated in accordance with the following formula:

New Customer real money stakes (-) real money wins (-) 25% administration fee (–) paid bonuses (–) transaction costs & chargebacks (–) applicable gambling taxes and VAT

For the sake of clarity, it is expressly stated as follows:

the administration fee is a value which contains the license fee, game provider fee and platform fee.

bonuses, in this case, means paid bonuses to the customer, not granted bonuses. The difference is that a paid bonus is a type of bonus money where the customer has actually reached the wagering requirement and/or has received the funds on his/her real money wallet.

the gambling tax is monies paid in the form of betting duties or taxes payable by the operator to the authorities, not including corporate income tax or equivalent. The gambling tax does solely apply to revenues being generated from within the relevant jurisdictions and will be charged at the given rate of taxation of the respective gambling authorities.

The (Default) Net Revenue share percentage unless else is agreed in writing - is determined by a fixed (%) rate based on Net Revenue referred by the Affiliate within the month the revenue share is paid to the Affiliate and is calculated as follows:

30% Revenue Share

The Revenue Share commission is calculated in the beginning of each month and shall be calculated on the previous month. The Company shall endeavour to effect of the commission due in terms of this payment plan by the twenty-fifth (25) day each calendar month, provided that the amount due exceeds €200 for bank wire transfers (minimum threshold). If the balance due is less than the minimum threshold, it shall be carried over to the following calendar month and shall be payable when the accrued balance exceeds the stipulated minimum threshold.

For the sake of clarity, it is expressly stated that, should the Net Revenue generated from the New Customers introduced by the Affiliate in any given month fall below zero (“Negative Net Revenue”), such negative balance shall not be carried over to the following month for the purposes of the calculation of the Net Revenue and commission for that same month.

The Affiliate accepts that the payment of the commission due in terms of this payment plan may be delayed by an additional fifteen day period beyond the date stipulated in the immediately preceding paragraph, provided that such delay shall be communicated by the Company to the Affiliate.

If an error is made in calculating the commission, the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.

The Company may delay payment of any balance to the Affiliate for up to one hundred and eighty (180) days, while it investigates and verifies that the relevant transactions comply with the provisions of the terms.

It is expressly agreed that no payment shall be due when the traffic generated is illegal or contravenes any provision of this Agreement.

The Affiliate agrees to return all commissions received based on fraudulent or falsified transactions, plus all costs for legal causes or actions that may be brought against the Affiliate to the fullest extent of the law.

For the sake of clarity, the Parties specifically agree that upon termination of this Agreement by either party, the Affiliate shall no longer be entitled to receive any payment whatsoever from the Company, provided that payments already due (earned and unpaid commissions) shall be paid out.

The Affiliate shall be exclusively responsible for the payment of any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity by the Affiliate as a result of the revenue generated under this Agreement. The Company shall in no manner whatsoever be held liable for any amounts unpaid but found to be due by the Affiliate and the Affiliate hereby indemnifies the Company in that regard.

B) CPA Payment Plan – this shall be a “one-time” fee paid by the Company to the Affiliate for each New Customer who does and has not had a betting account with any Operators Website and who accesses the Operator Website via the Links and who properly register and make real money transfers at least equivalent to 20 EURO (€) into one of their Operators Websites betting account, and wager real money bets equivalent to 20 EURO (€) at any game provided by the Company to the New Customer.

The one-time fee shall be determined on a case-by-case basis.

The Affiliate accepts and understands that no further payments, fees and/or commissions beyond the one-time fee shall be due to the Affiliate.

It is expressly agreed that no payment shall be due when the traffic generated is illegal or contravenes any provision of this Agreement.

6.2 The Affiliate understands that the payment plan that shall be applicable shall be as identified by the Company in the Affiliate Application. The particular terms pertaining to either the Revenue Share Plan or the CPA Payment Plan as listed in this clause 6 shall be applicable depending on the plan so identified.

6.3 The Company reserves the right to change the payment plan upon giving written notice to this effect to the Affiliate.

7 – Termination

7.1 this Agreement may be terminated by either party by giving a thirty (30) day written notification to the other party. Written notification may be given by an email.

7.2 the Company may, however, terminate the Agreement with immediate effect in the event that the Affiliate is in default of its obligations or is otherwise in breach of Affiliate’s representations and warranties provided in the Agreement. In this case, no notice period shall be applicable and the Agreement shall be considered terminated as of the date on which the Company notifies the Affiliate of its decision to terminate the Agreement on the strength of this clause 7.2. In this event, the Parties agree that the Company may take any action it deems appropriate, including the withholding of any unpaid commissions as of the date of termination as security for any perceived/anticipated/contingent liabilities or claims that may arise against the Company due to the breach or activities of the Affiliate.

7.3 the contracting parties hereby agree that upon the termination of this Agreement, howsoever occasioned:

A) the Affiliate must, within seventy two hours of receipt of the abovementioned notification, remove all references to the Company and/or its Websites, brands, trademarks and trade names from the Affiliate Websites and other marketing channel and communications.

B) all rights and licenses granted to the Affiliate under this Agreement, if any, shall immediately terminate and all rights shall revert to the respective licensors, and the Affiliate will cease the use of any trademarks, service marks, logos and other designations vested in the Company.

C) the Affiliate will be entitled only to those earned and unpaid amounts in terms of clause 6 as of the effective date of termination. The Company may withhold the Affiliate’s final payment for a reasonable time to ensure that correct amount is paid. The Affiliate will not be eligible to earn or receive commissions or other payments after this date.

D) the Affiliate will return to the Company any and all confidential information (and all copies and derivations thereof) in the Affiliate’s possession, custody, and control.

E) the Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach of confidential information even if the breach arises at any time following the termination of this Agreement. The Affiliate’s obligation of confidentiality towards The Company shall survive the termination of this Agreement.

8 – Liabilities and Indemnification

8.1 The Company shall not be liable (in contract, tort, for breach of statutory duty or in any other way) for (i) any economic losses, including but without limitation, loss of profits, revenues, business, contracts or anticipated savings) of the Affiliate, (ii) any indirect or consequential losses of the Affiliate; or (iii) any loss of goodwill or reputation of the Affiliate.

8.2 The Affiliate agrees to defend, indemnify and hold the Company, their successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims, fines and liabilities, including reasonable legal and expert fees, related to or arising from:

any breach of Affiliate’s representations, warranties or obligations under this Agreement;

Affiliate’s use (or misuse) of the marketing material and the Company’s Intellectual Property Rights;

all conduct and activities occurring under Affiliate’s user ID and password;

any defamatory, libellous or illegal material contained on the Affiliate Website(s) or Affiliate’s information and data;

any claim or contention that the Affiliate Website(s) or the Affiliate’s information and data infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of data protection, privacy or publicity;

any third party access or use of the Affiliate Website(s) or the Affiliate’s information and data;

any claim related to Affiliate Website(s) or the Links; and

any violation of this Agreement or any applicable laws, including Data Protection Legislation.

8.3 The Company reserves the right to participate, at their own expense, in the defence of any matter or claim in relation to the above.

9 – Data Protection

9.1 The Affiliate shall at all times comply with the Data Protection Legislation as shall be in force from time to time. Without prejudice to the generality of the foregoing, the Affiliate undertakes to have in place a privacy policy which is readily accessible from the Affiliate Websites, and which informs the site visitors of the manner in which their data is processed, the legal basis for such processing and the persons with whom their data may be shared, and any other legal requirements.

9.2 The Company may, at its sole discretion, request that the Affiliate evidences its compliance with this Clause 9, and the Affiliate shall provide reasonable proof to this effect within 10 days of the receipt of such request.

10 – Governing Law & Jurisdiction

The validity, construction and performance of this Agreement and any claim, dispute or matter arising under or in connection to this Agreement or its enforceability shall be governed and construed in accordance with the laws of Gibraltar. The Parties irrevocably submit to the exclusive jurisdiction of Gibraltar’s courts over any claim, dispute or matter under or in connection with this Agreement and/or its enforceability.

11 – Assignment

11.1 The Affiliate may not assign this agreement, by operation of law or otherwise, without obtaining the prior written consent of the Company. In the event that the Affiliate acquires or otherwise obtains control of another affiliate of the Company, then accounts will coexist on individual terms.

11.2 The Company may assign this Agreement, by operation of the law or otherwise, at any time without obtaining the prior consent of the Affiliate.

12 – Non-waiver

The Company’s failure to enforce the Affiliate’s adherence to the terms outlined in this Agreement shall not constitute a waiver of the right of the Company to enforce said terms at any time.

13 – Force Majeure

Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labour disputes, strikes, industrial disturbances, acts of god, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualties. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented. Provided that, if the force majeure event subsists for a period exceeding thirty (30) days then either party may terminate the Agreement without notice.

14 – Relationship of the Parties

Nothing contained in this Agreement, nor any action was taken by any party to this Agreement, shall be deemed to constitute either party (or any of such party’s employees, agents, or representatives) an employee, or legal representative of the other party, nor to create any partnership, joint venture, association, or syndication among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other party.

15 – Severability / Waiver

15.1 Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

15.2 Any notice given or made under this Agreement to the Company shall be sent by email to and marked for the attention of the Affiliate Manager of the Websites unless otherwise notified by the Company. The Company shall send all notices by email to the email address supplied by the Affiliate in the Affiliate Application.

16 – Confidentiality

16.1 All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of the Company shall be treated confidentially. Such

information must not be used for own commercial or other purposes or divulged to any person or third party neither direct nor indirectly unless the prior explicit and written consent of the Company this provision shall survive the termination of this Agreement.

16.2 The Affiliate obliges himself not to use the confidential information for any purpose other than the performance of its obligations under this Agreement.

17 – Changes to this Agreement

The Company reserves the right to, at any time and at its sole discretion, with or without giving any prior notice to the Affiliate, amend, alter, delete or add any of the provisions of this Agreement. A written notice of the amendments will be sent to the Affiliate’s registered email address and such notice will be deemed to be served once sent by the Company. The Affiliate’s continuing participation in the Affiliate Program after any amendments or modifications have been made public will be deemed as the Affiliate’s acceptance of the new terms and conditions.

18 – Trademarks and Intellectual Property

18.1 Nothing contained in this Agreement will grant the Affiliate any right, title or interest in the trademarks, trade names, service marks or other intellectual property rights [hereinafter referred to simply as ‘marks’] of the Company. At no time during or after the term will the Affiliate allure, attempt, challenge, assist or allow others to challenge or to register or to attempt to register the marks of the Company. Provided also that Affiliate shall not register nor attempt to register any mark or website domain which is identical or similar to any mark which belongs to the Company.

18.2. All Intellectual Property Rights created and/or deriving from this Agreement, (including, but without limitation, advertising materials, databases and personal data) shall be and become the sole property of the Company without any rights to the Affiliate.

18.3. no time during or after the term of this Agreement, no Party will attempt, challenge, assist or allow others to challenge or to register or attempt to register the Intellectual Property Rights or any rights similar to the Intellectual Property Rights of the other Party or of any group companies of the other Party.