This Affiliate and Marketing agreement (“Agreement”) contains the complete terms and conditions between heroicaffiliates.com ("Company", ‘’we’’, ‘’us’’), and you (‘’Affiliate’’, "you" and "your"), regarding your application to participate as an affiliate in the Company’s Affiliate marketing program and your participation in the Affiliate program and provision of the marketing services in respect of the sites.

1. DEFINITIONS

"Affiliate" means you, the person or entity who applies to participate in the Affiliate Program.

"Affiliate Application" means the application form found at heroicaffiliates.com whereby the Affiliate applies to participate in the Affiliate Program.

"Affiliate Program" means the collaboration between the Company and the Affiliate whereby the Affiliate will promote the Branded Website and create the Links from the Affiliate Website(s) to the Branded Website and thereby be paid a commission as defined under this Agreement depending on the traffic generated to the Branded Website subject to the terms and conditions of this Agreement.

"Affiliate Remuneration" means the income the Affiliate earns based on the promotion of Branded Website products and services and by players referred by the Affiliate to Branded Website, as detailed in the clause 6.

“Affiliate Services” means the Affiliate’s promotion of the Branded Website and the creation of the Links from the Affiliate Website(s) to the Branded Website.

"Affiliate Website(s)" means one or more websites on the Internet which are maintained and operated by the Affiliate.

"Agreement" means (i) all the terms and conditions set out in this document, (ii) the Privacy Policy, and (iii) any other rules and/or guidelines of the Company and/or the Branded Website made known to the Affiliate from time to time.

“AML Legislation” shall mean 4th Anti-Money Laundering Directive of the European Union and any legislation that shall succeed such legislation from time to time.

“Approved Marketing Material” means the banners, text and/or other online or offline promotional materials and any associated intellectual property rights thereto which is either provided by the Company or is consented by Company or created in line with this agreement and the respective marketing guidelines.

"Branded Website” means various e-gaming websites, developed, managed, marketed and/or promoted by the Company.

“Database” means any information stored about Affiliates and New Customers, containing any Company proprietary New Customer data for the purposes of this Agreement, including without limitation to personal data and contact information, and excluding all other Company databases, as it stands as of the date of this Agreement, and throughout the date of termination of this Agreement.

“Data Protection Law” means all regulations and data protection principles made under applicable legislation, including, but not limited to the European Union General Data Protection Regulation (2016/679) (“GDPR”).

"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 Branded Website.

"Net Revenue" means in relation to casino gaming: all monies received by Branded Website from New Customers in relation to casino gaming activities less (a) monies paid out to New Customers as winnings, (b) bonuses and/or loyalty bonuses, (c) administration fees, (d) fraud costs, (e) charge-backs, (f) returned stakes (g) monies paid out as duties or taxes (h) any commissions/fees due to third parties for providing/licensing games and/or software; and for the avoidance of doubt, all amounts referred to above are only in relation to amounts generated from New Customers referred to the Branded Website by the Affiliate Website(s).

"New Customer" means a new first-time customer of the Branded Website who:

• (i) has created a new player account, registering directly after having been referred from the Affiliate Website(s) to the Branded Website;
• (ii) has made a first deposit amounting to at least the applicable minimum in the Branded Website betting account in accordance with the applicable terms and conditions of the Branded Website, but excluding the Affiliate, its employees, relatives and/or friends; and
• (iii) is not already in Branded Website customer database (where the customer has previously closed his betting account and opened a new one through the Affiliate, such condition shall be deemed not to be satisfied).

"Parties" means the Company and the Affiliate (each a "Party").

"Privacy Policy" means privacy policy, which can be found by clicking the link named "Privacy Policy" in the footer of the Branded Website.

“Sub-Affiliate” means an individual and/or entity that an Affiliate directs in any appropriate manner to Company and who can be linked to the Affiliate’s unique Affiliate account / identity, which person or entity becomes an Affiliate of Company.

“Sub-Affiliate Deal” means the Company’s approval for an Affiliate to refer Affiliates to the Website.

• 1.1 The Company is responsible for the Approved Marketing Material of the online gaming activities offered through the Branded Website.
• 1.2 The Affiliate maintains and operates the Affiliate Website(s).
• 1.3 This Agreement sets out the general terms and conditions of the Affiliate Program and is entered into between the Company and the Affiliate.
• 1.4 By completing and accepting the Affiliate Application the Affiliate accepts and agrees to abide by all the terms and conditions of the Agreement including any advertising guidelines as may be issued by the Company from time to time and which are available on heroicaffiliates.com.
• 1.5 This Agreement shall be binding on the Affiliate as soon as the Affiliate submits the Affiliate Application but shall not be binding or enter into effect in relation to the Company until the Company approves the said Affiliate Application.

2. ACCEPTANCE OF AFFILIATE

• 2.1 The Company shall evaluate the Affiliate Application hereby submitted and shall notify the Affiliate in writing (via email) whether the Affiliate Application is accepted or not. The Company reserves the right to refuse any registration in its sole and absolute discretion. The Company’s decision is final and not subject to any right of appeal.
• 2.2 Once confirmed in accordance with the above, the Affiliate is granted the non-exclusive right to direct customers to the Branded Website in accordance with the conditions set out in this Agreement. This right is non-assignable. The Affiliate understands that the Company has the right to procure Affiliate Services from others performing services of the same or similar nature to those provided by the Affiliate. The Affiliate, unless granted a Sub-Affiliate Deal by the Company, shall have no claim to Affiliate Remuneration or other compensation on business secured by or through persons or entities other than the Affiliate.

3. QUALIFYING CONDITIONS

3.1. The Affiliate hereby represents and warrants that:

• (i) it has, and will retain throughout the term of this Agreement, title and authority to enter into this Agreement, to grant the rights and perform all its obligations in this Agreement;
• (ii) it has provided the Company with complete, valid and truthful information;
• (iii) it has obtained and will maintain in force all necessary registrations, authorizations, consents and licenses necessary to fulfill its obligations under this Agreement;
• (iv) it shall comply with all applicable laws and regulations in the performance of their obligations; and
• (v) it fully understands and accepts the contents of this Agreement.

4. AFFILIATE SERVICES

• 4.1. The Company shall provide the Affiliate with statements accessible through its Affiliate Account at heroicaffiliates.com detailing, inter alia, the number of New Customers and the Affiliate Remuneration, if any, which has accrued to the Affiliate over the course of the calendar month.
• 4.2. The Affiliate shall at all times faithfully, industriously and to the best of its ability, experience and talent, with all due skill, care and diligence, and in accordance with all applicable laws, enactments, orders, regulations and other similar instruments, perform all of its obligations hereunder. The Affiliate shall use its best efforts to promote the interests of the Company, its business and Branded Websites.
• 4.3. For the purposes of the subject Agreement, the Company hereby grants to the Affiliate a non-exclusive, non-transferable, royalty free and terminable license to use the Company’s trademarks, including without limitation, logos and/or trade names, in the Affiliate Website. For the avoidance of doubt, nothing in this Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights. It is understood that the Affiliate only has a right of use of the Approved Marketing Material provided by the Company.
• 4.4. It is hereby acknowledged by the Affiliate that the Company may monitor the Affiliate Website to ensure the Affiliate is complying with the terms of this Agreement and thereby the Affiliate shall provide the Company with all data and information, inter alia to enable the Company to perform such monitoring at no cost to the Company. However, it is understood and agreed by the Parties that the Affiliate is solely responsible for the Marketing Material content, its legality and methods of diversion of New Customers.

5. TERM

5.1. This Agreement shall commence on the earlier date of:

• (i) date when the Affiliate Application is accepted;
• (ii) date when the Affiliate starts offering, promoting or otherwise directing traffic and increasing genuine registrations on Branded Websites;

and shall continue, unless terminated earlier in accordance with the provisions of the clause 8.

6. AFFILIATE REMUNERATION

• 6.1. In consideration of the provision of the Affiliate Services the Affiliate shall be entitled to the monthly remuneration in the amount agreed in the Affiliate deal of the Net Revenue. The standard deals that are made available are as follows:
  • - 25% of NGR, if monthly NGR is equal or below 1,000 EUR;
  • - 30% of NGR, if monthly NGR is between 1,000 EUR and 2,500 EUR;
  • - 35% of NGR, if monthly NGR is between 2,500 EUR and 5,000 EUR;
  • - 40% of NGR, if monthly NGR is from 5,000 EUR
• 6.2. Affiliate Remuneration shall exclude any taxes, duties, fees, excises or tariffs imposed on any of Affiliate’s activities in connection with the Agreement. Such charges, taxes, duties, fees, excises or tariffs, if any, shall be borne solely by the Affiliate. The Company shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall indemnify the Company in that regard in the event that the Company had to disburse such amount.
• 6.3. At the beginning of each calendar month, the Company shall record the Affiliate’s total Affiliate Remuneration, if any, during the previous calendar month. The Affiliate Remuneration amount shown after the 10th day of the month will be deemed final. Payments shall be made to the bank account designated by the Affiliate by the 15th of the following calendar month in which the Affiliate Remuneration was earned and provided that the amount due exceeds €100 (one hundred euro) or a higher amount chosen by the Affiliate ("Minimum Threshold"). If the balance due is less than the Minimum Threshold, it shall be accumulated and carried over to the following month and shall be payable when the total Affiliate Remuneration collectively exceed the Minimum Threshold. The Affiliate's acceptance of the payment of the Affiliate Remuneration shall be deemed to constitute the full and final settlement of the balance due for the relevant period.
• 6.4. In the event that a New Customer:
  • (i) has been introduced in breach of any term of the Agreement;
  • (ii) fails any identity or credit checks carried out in the scope of registration process on the Branded Website;
  • (iii) is located in a restricted territory from which no customers are accepted;
  • (iv) becomes known to the Company as a person who does not properly fall within the definition of a “New Customer”, the Affiliate shall not be entitled to receive any Affiliate Remuneration in respect of such customer. In the event that any such payment has already been made to the Affiliate in respect of such customer, the Affiliate shall promptly repay the amount paid on receiving notice.
• 6.5. The Affiliate agrees to return all Affiliate Remuneration received based on fraudulent or falsified transactions and indemnify the Company for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees and costs).

7. WARRANTIES AND OBLIGATIONS

• 7.1. Affiliate hereby represents, warrants and undertakes:
  • (i) not to introduce and facilitate placing of bets for any customers that are existing customers of the Branded Website and not to do anything that would cause the Company to reasonably believe that a New Customer has registered or placed a bet when that is not the case;
  • (ii) the Affiliate has obtained and will maintain in force all necessary registrations, authorizations, consents and licenses to enable the Affiliate to fulfil its obligations under this Agreement and that the Affiliate will fully comply with all applicable laws and regulations, including but not limited, any advertising codes, Data Protection Law, and subsidiary legislation as may be applicable from time to time;
  • (iii) the Marketing Material will not contain any material which is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third-party rights and shall not link to any such material;
  • (iv) the Affiliate will not seek to challenge the validity of the Intellectual Property Rights belonging to the Company or associated with Branded Websites;
  • (v) the Affiliate will not edit, alter or amend any Approved Marketing Materials without the Company’s consent;
  • (vi) the Affiliate shall comply with the Company’s security guidelines and requirements as may be issued by the Company from time to time, whether in writing or otherwise;
  • (vii) all information provided by the Affiliate is true and correct, and that the Affiliate shall notify the Company promptly of any changes;
  • (viii) the Affiliate shall ensure that all communications originating from the Affiliate relating to the Company make it clear that such communications are sent by and on behalf of the Affiliate (and not from or on behalf of the Company);
  • (ix) the Affiliate shall not encourage or assist any New Customer to: (a) breach any terms and conditions agreed to when opening the account; (b) engage in behavior which in the Company’s reasonable opinion breaches the terms or abuses the spirit of promotion, competition, tournament or offer managed by the Company;
  • (x) the Affiliate shall not target any person who is under the legal age for gambling and shall not enter into/continue this Agreement if it targets any markets where gambling is illegal or where the promotion, marketing or advertising of gambling is illegal;
  • (xi) to market and refer potential players to the Branded Website at its own risk, cost and expense. The Affiliate will be solely responsible for the distribution, content, legality and manners of its marketing activities. All of the Affiliate's marketing activities must be professional, proper and lawful under applicable laws and regulations and in accordance with this Agreement;
  • (xii) to ensure that all news, offers and promotions are current and up to date;
  • (xiii) to be responsible for the development, the operation, and the maintenance of the Affiliate Website(s), as well as for all material appearing on the Affiliate Website(s), and keep the Affiliate Website content compliant with any content and phrasing obligations and/or restrictions imposed on the Company by legal and/or regulatory requirements and/or third-party suppliers;
  • (xiv) the Affiliate expressly acknowledges and agrees that the use of the Internet and compliance with the terms of this Agreement are at the Affiliate's own risk. The Company makes no guarantee in relation to the accessibility of the Branded Website at any particular time or any particular location. The Company shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of the Branded Website;
  • (xv) in the event the Affiliate wishes to place the Approved Marketing Material on websites other than the Affiliate Website, the Affiliate must first obtain the Company’s written consent;
  • (xvi) the Affiliate shall not register or purchase domain names, keywords, search terms or other identifiers for use in advertising or search or referral services which are similar or identical with the Intellectual Property Rights of the Company and its group companies, or clients having the Branded Websites, or which include the word "Slotman", "Heroicaffiliates" or variations thereof. The Affiliate shall not create any applications or Internet pages falsely representing the company or any its clients in any way, shape or form on any social media channels;
  • (xvii) that it will not generate traffic to the Branded Website by illegal or fraudulent activity, particularly but not limited to by: (a) sending spam or unsolicited mail in its attempt to refer New Customers to the Branded Website; (b) registering as a player or make deposits directly or indirectly to any player account through his tracker(s) for its own personal use and/or the use of its relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the commission payable or to otherwise defraud the Company. Violation of this provision shall be deemed to be fraud; and (c) that it will not present the Affiliate Website(s) in such a way that it might evoke any risk of confusion with the Branded Website and/or the Company or convey the impression that the Affiliate Website(s) is partly or fully associated with/from the Branded Website and/or the Company;
  • (xviii) the Affiliate shall not be under 18 (eighteen) years of age and must be able to provide the Company upon request at any time, a copy of his/her ID, billing address and/or other documents. Refusal to do so may be considered, at the Company’s sole discretion, as fraudulent activity; (xix) not to register more than one Affiliate account with the Affiliate Program. Any exceptions must be confirmed in writing by the Company’s Head of Affiliates;
• 7.2. If the Company determines, at its sole discretion, the Affiliate has engaged in the activities specified above, the Company shall have the right to:
  • (i) suspend any payments due to the Affiliate while the Company investigates any suspected breach, and/or;
  • (ii) withhold payment of any Affiliate Remuneration due to the Affiliate that has derived from the breach, and/or;
  • (iii) retain the Affiliate Remuneration until the debt is settled or invoice the cost incurred by such breach and/or;
  • (iv) terminate the Agreement immediately. If the investigation made by the Company leads to the conclusion that there is no breach, the Company shall pay the Affiliate all suspended or withheld payments. The decision by the Company to pursue any of its rights or remedies under the present clause shall be without prejudice to any other rights, remedies, legal actions or compensations available to the Company.
• 7.3. Each of the Parties represents, warrants and undertakes that:
  • (i) it has the full right, power, legal capacity and authority to (a) enter into this Agreement and any other documents that may be associated with the Agreement, and (b) perform its obligations under this Agreement, subject to regulatory approvals;
  • (ii) entering into this Agreement and its performance will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party; and
  • (iii) there is no action, suit or proceeding at law or in equity now pending or, to its knowledge, threatened by or against or affecting it which would substantially impair its right to carry on its business as contemplated herein or to enter into or perform its obligations under this Agreement, or which adversely affect its financial condition or operations.

8. TERMINATION

• 8.1. This Agreement may be terminated by either the Company or the Affiliate at any time by giving 30 (thirty) days written (by email) notice of termination. Such notice may be given for any reason, with or without cause.>
• 8.2. The Company has the right to terminate the Agreement immediately in the event that:
  • (i) the Affiliate breaches any of the terms of this Agreement which, in the case of a breach capable of remedy, has not been remedied within 14 (fourteen) days of receipt of a notice from the Company specifying the breach and requiring its remedy;
  • (ii) the Affiliate suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, begins negotiations for or makes any voluntary arrangement with its creditors, becomes subject to an administration order, has an administrative receiver or receivers appointed in respect of the whole or any part of its assets, goes into liquidation (voluntary or otherwise save for any voluntary liquidation entered into solely for the purposes of a bona fide reconstruction or amalgamation);
  • (iii) the Affiliate is made the subject of a bankruptcy petition or order;
  • (iv) the Affiliate ceases or threatens to cease carrying on its business;
  • (v) the Company ceases to accept New Customers from or to advertise in any jurisdiction which is targeted by the Approved Marketing Material;
  • (vi) the Company is of a reasonable opinion that there is no further mutual business to be carried out by the Parties.
• 8.3 The Parties hereby agree that on termination of this Agreement:
  • (i) the Affiliate must remove all references to the Branded Website from the Affiliate Website(s) and communications, irrespective of whether the communications are commercial or otherwise;
  • (ii) all rights granted to the Affiliate under this Agreement shall immediately terminate and the Affiliate shall cease the use of any Intellectual Property Rights vested in the Company and Branded Website;
  • (iii) the Affiliate will only be entitled to such Affiliate Remuneration that is earned but unpaid as of the effective termination date of this Agreement; however, provided that the Company may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive Affiliate Remuneration after the effective termination date;
  • (iv) if this Agreement is terminated by the Company due to the Affiliate's breach of any terms and conditions of this Agreement, the Company shall be entitled to withhold the Affiliate's earned but unpaid Affiliate Remuneration as of the termination date as collateral for any claim arising from such breach and it shall be in its sole discretion whether to pay such earned by unpaid Affiliate Remuneration to the Affiliate;
  • (v) the Affiliate must return to the Company any and all Confidential Information (and all copies and derivations thereof) in the Affiliate's possession, custody and control; and
  • (vi) 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 in relation to Confidential Information even if the breach arises at a time following the termination of this Agreement.
• 8.4. Termination of this Agreement shall be without prejudice to any rights or obligations which shall have accrued prior to termination.

9. DATABASE; DATA PROTECTION AND SECURITY

• 9.1. Company shall be the sole owner of the Database. Notwithstanding the foregoing, Affiliate shall store or utilize any New Customer data to the extent necessary to perform its obligations under this Agreement. In doing so, Affiliate shall maintain any such data in strict confidence and shall disclose any New Customer data retained by it to any third party solely to the extent necessary in order to perform its obligations hereunder and comply with the applicable legislation.
• 9.2. The Affiliate acknowledges that the security of the Company’s data and its systems is fundamental to the business of the Company, and if the Affiliate becomes aware of a breach or potential breach of security, the Affiliate will immediately notify the Company of such breach or potential breach and use best endeavors to ensure that any potential breach does not become an actual breach and to remedy any actual breach and its consequences.
• 9.3. Each Party shall, at all times, comply with its respective obligations under the Data Protection Law in relation to all personal data that is processed by it in the course of performing its obligations under this Agreement. Neither Party shall do any act that puts the other in breach of its obligations under the Data Protection Law.

10. COOPERATION

• 10.1. The Company shall provide such access to its information and property as may be reasonably required in order to permit the Affiliate to perform its obligations hereunder. The Affiliate shall cooperate with the Company's personnel and shall observe all rules, regulations and security requirements of the Company concerning the safety of property and business of the Company.

11. INDEPENDENT PARTIES

• 11.1. It is the express intention of the Parties to this Agreement that the Affiliate is an independent contractor and is classified by the Company as such for all employee benefit purposes, and is not an employee, agent, joint venture, or partner of the Company. Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship between the Company and the Affiliate. Affiliate shall have no authority to assume, create, or enlarge any obligation or commitment on behalf of the Company without the prior written consent of the Company.

12. CONFIDENTIAL INFORMATION

• 12.1. Affiliate understands that the Company possesses Proprietary Information (as defined below) which is important to its business and that this Agreement creates a relationship of confidence and trust between Affiliate and the Company with regard to Proprietary Information.
• 12.2. For purposes of this Agreement, “Proprietary Information” is information that was or will be developed, created, or discovered by or on behalf of the Company, or is developed, created or discovered by Affiliate while performing Affiliate Services, or which became or will become known by, or was or is conveyed to the Company which has commercial value in the Company’s business. Proprietary Information includes, but is not limited to, trade secrets, designs, technology, know-how, works of authorship, source and object code, algorithms, processes, data, computer programs, ideas, techniques, inventions (whether patentable or not), business and product development plans, New Customers, other customers and users of Branded Website, customer lists and other information concerning the Company’s actual or anticipated business, research or development, personnel information, terms of compensation and performance levels of Company employees, or information which is received in confidence by or for the Company from any other person.
• 12.3. At all times, both during the term of this Agreement and after its termination, Affiliate will keep in confidence and trust, and will not use or disclose any Proprietary Information without the prior written consent of the Company.
• 12.4. The Affiliate may disclose the Proprietary Information:
  • (i) to its employees or advisers who need to know such information for the purposes of carrying out the Affiliate's obligations under this Agreement. The Affiliate shall ensure that its employees or advisers to whom it discloses the Proprietary Information comply with this clause; and
  • (ii) as may be required pursuant to applicable federal, state or local laws or regulations or pursuant to subpoena or judicial order, provided, however, that the Affiliate notifies the Company in writing of such regulation, subpoena or judicial order as soon as practicably possible and provides the Company with adequate time to respond before it makes such disclosure.

13. FORCE MAJEURE

• 13.1. Neither Party hereto shall be deemed in default hereunder or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with the terms of this Agreement due to any causes beyond its reasonable control to the extent that such delay or non-performance is due to any force majeure, which causes include but are not limited to, acts of God or the public enemy; riots and insurrections, war, accidents, fire, public power shortages, malfunctions or failures in public telecommunication or IT services or breakdown of other public infrastructures, strikes and other labour difficulties (whether or not the Party hereto is in a position to concede to such demands), embargoes, judicial action, lack of or inability to obtain labour, energy or components, acts of civil or military authorities (“Force Majeure”).
• 13.2. If the Force Majeure in question prevails for a continuous period in excess of 1 (one) month, either Party may terminate this Agreement. Without derogating from the foregoing, in the event that the Parties wish to continue their engagement, the Parties shall enter into bona fide discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable.

14. INDEMNIFICATION; LIMITATION OF LIABILITY

• 14.1. The Affiliate will indemnify and hold harmless the Company, and its group companies/affiliates, successors, officers, employees, agents, directors, shareholders and attorneys, from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses) and liabilities suffered or incurred, directly or indirectly, by the Company in consequence of any breach by the Affiliate of obligations under this Agreement or any applicable laws.
• 14.2. The Company shall not be liable (in contract, tort, 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);
  • (ii) any indirect or consequential losses; or
  • (iii) any loss of goodwill or reputation.
• 14.3. If despite the foregoing limitations, the Company should become liable to the Affiliate or any other person ("Claimant"), the maximum aggregate liability of Company shall be limited to the lesser of the actual amount of loss or damage suffered by Claimant or the sum of Affiliate Remuneration payable within the three months prior to the loss.
• 14.4. With regard to Company’s indemnification obligations as set out in the clause 14.3., that obligation is limited to the extent that the Affiliate fully complies with the following obligations: (i) promptly notifies Company of any claim or allegation that could give rise to the indemnity; (ii) makes no admissions in relation to such claim or allegation without Company’s prior consent; (iii) takes reasonable action to mitigate the effect or quantum of such claim or allegation; (iv) permits Company to handle such claim or allegation and make all decisions in any subsequent proceedings and conduct negotiations for agreement or settlement.
• 14.5. This clause states the entire liability of Company with respect to infringement of any third-party intellectual property rights and Company shall have no additional liability under contract, tort, warranty or any other legal theory with respect to any alleged or proven infringement.

15. NOTICES

• 15.1. Any notice given or made under this Agreement to the Company shall be sent by email to and marked for the attention of the Head of Affiliates unless otherwise notified by the Company. The Company shall send all notices by email to the email address supplied by the Affiliate. A notice shall be deemed to have been duly received at 9:00 am (GMT time zone) the following day (other than a Saturday or a Sunday) on which banks are opened in the Republic of Seychelles.
• 15.2. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16. ENTIRE AGREEMENT

• 16.1. This Agreement constitutes this entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. In case of conflict between this Agreement and any other agreements entered into between the Company and the Affiliate, the contents of this Agreement shall prevail.

17. AMENDMENT

• 17.1. 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. Always 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.
• 17.2 It shall be the sole responsibility of the Affiliate to keep updated with the latest version of this Agreement.

18. DISPUTE RESOLUTION PROCEDURE. MEDIATION AND ARBITRATION

• 18.1. If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (“Dispute”) then, except as expressly provided in this Agreement, the Parties shall follow the dispute resolution procedure set out in this clause:
  • (i) either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice Company and Affiliate shall attempt in good faith to resolve the Dispute;
  • (ii) if Company and Affiliate are for any reason unable to resolve the Dispute within 30 (thirty) days of it being referred to them, either Party may take such further steps as set out in the clause 18.2. herein-below.
• 18.2. In the event of an unsolved Dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination, the Parties shall seek settlement of that Dispute by mediation in accordance with the LCIA Mediation Procedure, which Procedure is deemed to be incorporated by reference into this clause.
• 18.3. If the Dispute is not settled by mediation within 60 (sixty) days of the appointment of the mediator, or such further period as the Parties shall agree in writing, the Dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The language to be used in the mediation and in the arbitration shall be English. In any arbitration commenced pursuant to this clause: (i) the number of arbitrators shall be 1 (one); and (ii) the seat, or legal place, of arbitration shall be London.

19. GOVERNING LAW AND DISPUTE RESOLUTION

• 19.1. This Agreement and any Dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual Disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
• 19.2. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

20. SUCCESSORS AND ASSIGNS

• 20.1. This Agreement shall be binding upon, and inure to the benefit of, both Parties and their respective successors and assigns.
• 20.2. The Affiliate shall not without the prior written consent of the Company assign, transfer, mortgage, charge or deal in any other manner with any of its rights or obligations under this Agreement (or purport to do so). Any purported or attempted assignment in violation of this clause shall be null and void.
• 20.3. The Company may at any time and without the consent of the Affiliate assign any rights or obligations under this Agreement provided that the Affiliate is duly notified about such assignment.

21. MISCELLANEOUS

• 21.1. Each Party shall and shall use all reasonable endeavors to procure that any necessary third party shall execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
• 21.2. Each Party acknowledges and agrees that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether negligently or innocently made) other than as expressly set out in this Agreement.
• 21.3. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.
• 21.4. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions as applicable shall remain in full force and effect. The invalid or ineffective term shall be reasonably replaced by a term that most closely reflects the intended purpose of the Agreement. The same applies in case of any gap and as regards the interpretation hereof.
• 21.5. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party. No delay or omission by the Company or Affiliate in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the respective Party on any one occasion shall be effective only in that instance and shall not be construed as a waiver of any right on any other occasion.
• 21.6. Neither this Agreement in general nor any term, warranty or condition contained herein shall be construed to be in favor of any third party.
• 21.7. Save as otherwise stated herein, each Party shall bear its own costs in relation to the negotiation, preparation, execution and carrying into effect of this Agreement.
• The present Agreement shall be considered signed by the Company upon its publication on the website.