Terms & Conditions for PokerOffice Affiliate Program

Affiliate Agreement

This Affiliate Agreement, your completed Affiliate Sign-up, and any other guidelines or additional terms we provide to you via email or our site (together the "Agreement") contain the complete terms and conditions that apply to your participation in the PokerOffice.com online site affiliate network ("Affiliate Network"). In the event there is a conflict between this Agreement and any other additional terms this Agreement shall take precedence unless such additional terms expressly reference variation to this Agreement.

Currently the Sites offered within the Affiliate Network are:

PokerOffice.com

The Payment Plan that applies to all Sites within the Affiliate Network is a Revenue Share Plan where the You will receive a revenue share of the net revenue (revenue excluding applicable VAT) per sold PokerOffice software license generated by Your referred Buyers. The agreed percentage of the net revenue received by the You is the percentage stated on our Site at any given time.

The revenue share according to this Agreement is only applicable to referred new Buyers i.e. any revenue generated by referred existing Buyers when renewing the PokerOffice software license will not be shared with the You.

You are entitled to receive Affiliate accruals calculated on the applicable Revenue Share Plan that is allocated to your Trackers during the term of this Agreement or whilst the applicable Tracker is operational.

Where used in this Agreement, references to:

(i) "you", "your" and/or "Affiliate" mean the individual or entity that applied as the "BENEFICIARY" for payment purposes on our sign-up as submitted at our website ("Affiliate Sign-up")

(ii) "we", "our", "us" means PokerOffice Sales & Support Ltd, a company registered in Malta with company number C40564, and the Group as defined in Section 2.9 herein.

1. GENERAL

1.1 This Agreement shall govern our relationship with you in relation to the Affiliate Network for the Sites and modifies, replaces and supersedes the previous version of the Standard Affiliate Agreement.

1.2 You indicate your acceptance of these terms and conditions by submitting your application to the Affiliate Network by filling in the Affiliate Sign-up. By doing so, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT (as amended or modified from time to time in accordance with Section 1.3 below).

1.3 We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Website. Except in the case of modifications relating to fraud prevention or where there is a mistake in the Agreement, which shall be effective on the date of posting or the sending of such notice (whichever is the earlier), all modifications to the Agreement will only take effect 14 days after the date of posting or sending of any such notice (whichever is the earlier). It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE NETWORK FOLLOWING SUCH 14 DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.

1.4 Not withstanding Section 1.3 above, from time to time we may contact you with information regarding specific promotions, unless you notify us otherwise, you will be deemed to have agreed to take part in such promotion and the terms of such promotion shall be incorporated into the applicable Revenue Share Plan and this Standard Affiliate Agreement for the duration of such promotion.

1.5 You acknowledge and agree that regulations 9(1) and 9(2) (Information to be provided by electronic means) and 11(1) (placing of the order) of the Electronic Commerce Directive 00/31/EC shall not apply to or have any effect on this Agreement.

1. DEFINITIONS AND INTERPRETATION

In this Agreement, references to the following words shall have the meanings set out below:

2.1 "Affiliate Accrual" is the amount due and payable to you, as calculated based solely on our system's data and in accordance with the terms of this Agreement and the applicable Payment Plan.

2.2 "Affiliate Account" means the account into which you receive payment from us. All payables are paid into Affiliate Accounts, unless specifically agreed otherwise.

2.3 "Affiliate Area" means the area of the Website that is accessible to you (you may need to access some parts of this area by logging on with the security code we assigned to you when you signed up as a participant in the Affiliate Network and associated password) and that provides certain 'members only' functionality, including facilities to check relevant statistics.

2.4 "Banners" and "Text Links" means the graphical artwork or text that includes Tracker IDs that are made available by us in the Affiliate Area and that you may use to connect Buyers to our Services from your website (or other electronic method) or using other marketing materials.

2.5 "Brand" means the "PokerOffice" brand used in association with the software.

2.6 "Cost Per Acquisition" (or CPA) means the Per Sign-Up Payment Plan referred to in 2.16 below.

2.7 "Fraud Traffic" means deposits, revenues or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating Affiliate Accruals, and unauthorised use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights (that, for the avoidance of doubt, include our Intellectual Property Rights) and any activity that constitutes Fraud Traffic under 3.7 or 3.9 below.

2.8 "Group" means our ultimate holding company and any subsidiary companies of our holding company.

2.9 "Intellectual Property Rights" means rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software), moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration), know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.

2.10 "Marketing Materials" means Banners and Text Links and any other marketing materials that have been provided or otherwise made available to you by us and/or pre-approved by us.

2.11 "Our Marks" means the words "PokerOffice" and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks or any other name or mark owned from time to time by us or any company within the Group.

2.12 "Revenue Share Plan" means the payment plan you have accepted under which we pay you a share of revenues generated by Buyers buying the PokerOffice software.

2.13 "Buyer(s)" means any person using any products or services on our Sites whether attached to your Tracker or not;

2.14 "Services" means any product or service offered to Buyers on our Sites.

2.15 "Sites" means the websites and any other online site or platform that are owned, operated or controlled by or on behalf of us or the Group from time to time and each of its related pages through which a Buyer buys the PokerOffice software and/or accesses our Services.

2.16 "Term" means the period from the date that you acknowledge and accept the terms of this Agreement by submitting your application to the Affiliate Network by filling in the Affiliate Sign-up, until such time as this Agreement expires or is terminated in accordance with its terms.

2.17 "Tracker(s)" means the unique Tracking URL that we provide exclusively to you, through which we track Buyers' activities and calculate Affiliate Accruals.

2.18 "Tracking URL" means a unique hyperlink or other linking tool for referencing our Site or Services through which you refer potential Buyers.

2.19 "Website(s)" means the PokerOffice affiliate website located at the URL http://www.pokeroffice.com and at any URL with which we replace such URL from time to time (and such other web addresses including RSS feeds that are owned, operated or controlled by or on behalf of us from time to time and that make available such website) and each of its related pages.

2.20 In this Agreement (except where the context otherwise requires):

The clause headings are included for convenience only and shall not affect the interpretation of this Agreement;

Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

Any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

Any reference to a statute, statutory provision, ordinance, subordinate legislation, code or guideline ("legislation") is a reference to that legislation and all other subordinate legislation made under the relevant legislation as amended and in force from time to time and to any legislation that re-enacts or consolidates (with or without modification) any such legislation.

2.21 This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.

1. TERMS & CONDITIONS

3.1 Identity and Disclosure.

You shall provide true and complete information to us when completing the Affiliate Sign-up and promptly update such information if all or any part of it changes. You shall also provide us with such other information as we may reasonably request from time to time.

3.2 Marketing Activities and Responsibilities.

You shall market to and refer potential Buyers to the Sites. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not yourself, nor shall you authorize, assist or encourage any third party to:

3.2.1 Place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is potentially libellous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or that is, in our sole discretion otherwise unsuitable.

3.2.2 Use Marketing Materials in a manner that may potentially confuse a Buyer or potential Buyer.

3.2.3 Place Marketing Materials on any online site or other medium where the content and/or material on such online site or medium:

Infringes any third party's Intellectual Property Rights

Copies or resembles the Site in whole or in part

Disparages us or otherwise damages our goodwill or reputation in any way

Frames any page of the Site in whole or in part

3.2.4 Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any other person.

3.2.5 In any way alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof.

3.2.6 Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the site or service on which any functions or transactions are occurring.

3.2.7 Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in our Affiliate Network;

3.2.8 Use any means to promote any of the Sites that resemble in any way the look and/or feel of any of the Sites whether in whole or in part, nor utilise any such means or site to create the impression that such sites are the Sites (or any part of the Sites);

3.2.9 Violate the terms of use and any applicable policies of any search engines or the customer feedback facilities of e-tailers; or

3.2.10 Attempt to communicate to Buyers whether directly or indirectly on our Sites to solicit them to move to any online site not owned by us or for other purposes without our prior approval including but not limited to via email, chat boards, or spamming our tables.

If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Accruals and/or

3.3 Approved Marketing Materials.

In providing the marketing activities referred to in Section 3.2, You shall not modify the Marketing Materials or Our Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Site or otherwise from time to time and any applicable laws. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.

3.4 Competitive Marketing.

You shall not market the Site and/or us or our Services or Our Marks in any way whatsoever, unless such activities are approved in writing by us (i) on any website on which we promote any of the Sites; (ii) on or through any Internet search engine on or through which we promote any of the Sites; and (iii) in any other manner that results in you competing with us in relation to the promotion of any of the Sites or (iv) otherwise where we request that you cease the same.

3.5 Trademarks and Domain Names.

You acknowledge that PokerOffice Sales & Support Ltd and/or its affiliates within the Group and licensees, own all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Site and Our Marks. Any use of any trade mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, YOU MAY NOT REGISTER A DOMAIN NAME THAT INCLUDES OUR MARKS OR MARKS CONFUSINGLY SIMILAR TO OUR MARKS. You agree that all use by you of Our Marks including any use of a domain name that includes Our Marks or marks confusingly similar to our Marks inures to our sole benefit and that you will not obtain any rights in Our Marks as a result of such use. You shall not register or attempt to register any trade marks or names that contain, are confusingly similar to or are comprised of Our Marks. You hereby agree to transfer any domain names or trade mark application or registrations in respect of Our Marks or marks confusingly similar to Our Marks you may hold or control to us upon demand. You further agree not to attack or challenge our ownership of and title to Our Marks in any way.

3.6 No Group Employees.

If you are an officer, director, employee, consultant or agent of the Group or one of its subsidiary parent or associated companies, or suppliers or vendors, you are not permitted to participate in the Affiliate Network or to use directly or indirectly any of the Sites, other than in the course of your employment as a Group employee. Similarly, relatives of Group employees are not permitted to participate in the Affiliate Network or to use directly or indirectly any of the Sites. For these purposes, the term 'relative' shall include (but not be limited to) any of a spouse, partner, parent, child or sibling.

1. REPORTS & PAYMENTS

4.1 Reports.

We will track and report Buyer activity for purposes of calculating your Affiliate Accruals based on your Revenue Share Plan. The form, content and frequency of the reports may vary from time to time in our sole discretion. Generally, you will receive a monthly report with your payment indicating the number of new Buyers that signed up that month per Tracker and/or the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement. In addition, daily reports may be available online for you to view new Buyers per Tracker. We hereby exclude any and all liability for the accuracy or completeness of any such reports.

4.2 Affiliate Accruals.

Subject to Section 4.4 below, Affiliate Accruals will be paid to you on a calendar month basis in accordance with your Revenue Share Plan after you have completed the registration process and/or where we have activated additional Trackers.

4.3 Minimum Payment and Time of Payment.

All Affiliate Accruals generated through your Revenue Share Plan will be paid into your Affiliate Account each calendar month. You get paid for your Affiliate Accruals the calendar month after they are generated. Payment will only be made if the total Affiliate Accruals amounts to a minimum of USD 100.

4.4 Holdover for Fraud Traffic.

In the event that, in our sole discretion, we suspect any Fraud Traffic, then we may delay payment of the Affiliate Accruals to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. We are not obligated to pay Affiliate Accruals in respect of Buyers who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Affiliate Accruals in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Affiliate Accruals in respect of Fraud Traffic (as appropriate).

4.5 Method of Payment.

All payments to you will be due and payable in United States Dollars or such other currency as we will determine, regardless of the currency any Buyers assigned to your Tracker may have played in. Payment will be made by cheque, wire, ACH or any other method as we in our sole discretion decide; however, we will use reasonable endeavours to accommodate your preferred payment method. Charges for wires or courier charges for cheques will be covered by you and deducted from your Affiliate Accruals. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your Affiliate Account.

4.6 Buyer Tracking.

You understand and agree that potential Buyers must link through using your Tracker ID in order for you to receive Affiliate Accruals. In no event are we liable for your failure to use Trackers or for potential Buyers' failure to properly enter valid Sign-up Bonus Codes. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format.

4.7 Disputes.

If you disagree with the monthly reports or amount payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received within thirty (30) days of our making available your monthly report or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Affiliate Accruals due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Affiliate Accruals, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.

4.8 Money Laundering.

You shall comply with all applicable laws and any policy notified by us through our Site or otherwise in relation to money laundering and/or the proceeds of crime.

4.9 Taxation.

All taxes due in connection with any payments to you are your sole liability. You are responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of your income from this agreement and for collecting and paying the income tax and social security contributions in respect of your staff, if you have any staff. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable, you are responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the services are provided and you acknowledge that the payments that you receive shall be deemed to include all VAT or sales tax or turnover tax.

1. TERM AND TERMINATION

5.1 Term and Termination.

This Agreement will take effect when you indicate your acceptance of these terms and conditions by submitting your application to the Affiliate Network by filling in the Affiliate Sign-up and continue until terminated in accordance with the terms of this Agreement.

5.2 Termination By You.

You may terminate this Agreement, with or without cause, immediately upon written notice to us that you may send by email marked "Termination PokerOffice" to affiliates@pokeroffice.com. For the avoidance of doubt, termination of the Agreement will end your participation in the Affiliate Network as a whole. You may not terminate any Site in isolation.

5.3 Termination By Us.

We may terminate this Agreement or without terminating this Agreement as a whole, any specific Trackers, without cause at any time, upon written notice to you that we may send by email to such email address you have provided to us. In the event we terminate the Agreement as a whole, we shall be entitled to automatically render any Trackers inoperative. For the avoidance of doubt, on termination of this Agreement you will no longer receive any Affiliate Accruals. If we terminate a specific Tracker, you will no longer receive any Affiliate Accruals through that Tracker; however, your remaining Trackers will not be affected.

5.4 Suspension By Us.

In any circumstance where we are entitled to terminate this Agreement or terminate any specific Tracker, we may at our sole discretion and without prejudice to our further rights and remedies, suspend the Agreement or any specific Tracker. During the period of any suspension, we may withhold the payment of any Affiliate Accruals that relate to any affected Trackers. Payment of any withheld Affiliate Accruals will be made to you on the lifting of the suspension.

5.5 Automatic Termination By Us If Your Account Is Inactive.

If your Affiliate Account is inactive, your Agreement and participation in the Affiliate Network will automatically terminate. In this Section, “Inactive” means where (i) you have not generated sufficient Affiliate Accruals to trigger a payment into your Affiliate Account or you have not cashed out any funds (through a withdrawal or a transfer to a Buyer's Account) for one hundred and eighty three (180) days or more; or (ii) you have failed to respond to any verification mails sent to you within a reasonable time. Where automatic termination occurs, any funds remaining within your Affiliate Account will revert to us.

5.6 Effect of Termination.

The following will apply where we terminate:

You shall stop promoting the Sites and all rights and licenses given to you under this Agreement will terminate immediately.

You shall return all confidential information and cease use of any of Our Marks and the Marketing Materials.

We may leave open, redirect or deactivate any Trackers in our sole discretion without any obligation to pay you for Buyers who subsequently become Real Money Buyers.

Provided that we have paid or do pay to you such sums as are due at the date of termination and that shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums.

Sections 2, 3.5, 3.8, 4.5, 5.4, 6, 7 and 8 and such other provisions as are necessary for the interpretation or enforcement of this Agreement shall survive any termination or expiry of this Agreement.

1. LIABILITIES

6.1 No Warranties.

WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE NETWORK, OUR SITES, OUR WEBSITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITES, THE WEBSITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.

6.2 Billing and Collection Limitations.

We may, in our sole discretion, use any available means to block, restrict, remove or discount from your tracker certain Buyers, or reject the applications of potential Buyers and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.

6.3 Liability Limitations.

Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Site or Services other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable to you in relation to the Site(s) that the dispute relates to over the revious 12 months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.

6.4 Indemnification.

You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of this Agreement.

6.5 Set off.

Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of this Agreement.

1. INDEPENDENT INVESTIGATION

7.1 Independent Investigation.

YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE SITE OR SERVICES.

7.2 Independent Research.

YOU UNDERSTAND THAT GAMBLING LAWS MAY VARY FROM CITY TO CITY, STATE TO STATE AND COUNTRY TO COUNTRY. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS THAT APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR AFFILIATE NETWORK WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.

1. MISCELLANEOUS

8.1 Notices.

All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Affiliate Sign-up Form (or as subsequently updated by you to us in the event of change), and to us; if unsatisfied with the response, then to claims. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.

8.2 Relationship of Parties.

There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

8.3 Non-Exclusive.

You understand that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you in this Agreement and that such Affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from any of the Sites to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.

8.4 Confidentiality and Non Disclosure.

As an Affiliate, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).

8.5 Press.

You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Affiliate Network without our prior written consent, except as required by law or by any legal or regulatory authority.

8.6 Assignment.

Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

8.7 Governing Law.

This Agreement (including any variation or modification thereto) shall be deemed executed in Sweden and shall be governed by and construed in accordance with the laws of Sweden without giving effect to conflicts of law principles. You irrevocably agree that, subject as provided below, the courts of Sweden shall have exclusive jurisdiction to determine any claim, dispute or matter arising out of, or in connection with, or concerning this Agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. Nothing in this clause shall limit the right of us to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction

8.8 Severability.

Whenever possible, each provision of this Agreement will 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 or any other provision hereof.

8.9 Entire Agreement.

This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter save in respect of modification to this Agreement provided by us to you in accordance with Section 1.3 above. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this clause, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.

8.10 Third-Party Rights.

Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from under that local law or statute.

8.11 No Waiver By Us.

If there is a breach of any provision of this Agreement, it shall be considered as a waiver of any subsequent breach of the same or any other provision.