AGREEMENT OF AFFILIATES
1. The preliminary provisions
a. This document establishes the terms and conditions agreed between maxxi Media N.V (hereinafter “maxxi Media”), a company duly registered and backed by the Curacao laws whose head office is located in Willemstad, in the same country and is therefore regulated and granted by the Government of Curaçao with the Official License of the Curacao Casino Game and the person/company supported by the application form (hereinafter: “”Affiliate)in respect of the application to join the Affiliate, and if the application of the Affiliate is approved, the affiliate’s affiliation to the Affiliate Program (hereinafter “Playbonds Affiliates) to promote the Playbonds Site and the creation of Internet hyperlinks from the Affiliate website and/or suigeneris onlines platforms to these Sites (hereinafter “Links”).
b. Playbonds may modify this Agreement in whole or in part at any time (including without prior notice to the Contracting Party). If the terms have any modification, you will be prompted at the next login of the affiliado, accept them again. If the Affiliate does not agree with the modifications, it should terminate this Agreement in accordance with its terms. The continuation of the Affiliate’s participation in the affiliate program Playbonds Affiliates, after maxxi Media has published the changes, will be the acceptance binding to them.
2. Definition and interpretation
Affiliate - means any physical or legal person who, after having accepted the Terms and Conditions of maxxi Media, automatically opens space on your home page, social networks such as, Facebook, Instagram, Youtube, website, other platforms for the media or email address, etc. (“Affiliate”’s website or “Advertising space”), available for maxxi Media to carry out the commercialization of the Company and/or Services and, therefore, the acquisition of New Depositors.
Sub-Affiliate - means any physical or legal person who, after having entered in collaboration with the Affiliate, automatically opens space on your home page, social networks such as Facebook, Instagram, Youtube, website, email address or other media platform available for maxxi Media to carry out the commercialization of the Company and/or Services and acquisition of New Depositors.
Bonus - means the so-called“free cash”, “”free bets“, ”free games”, “return of money”, “” and/or similar; and/or vouchers, discounts and the like that the New Depositors can use as depositors of participating bets (”).
Brand - means the name, concept or identity, visual or non-visual, under which Services or Business in general are recognized by the public domain worldwide. The Brand is and will remain the exclusive property of maxxi Media.
Business - means the business of maxxi Media consisting of Fixed Bets, Other Bets and Gambling Activities and New Activities
Confidential Information - means any information of commercial value, essential for any Party, but not limited to: technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, research information, database, lists of New Depositors - New Depositors perspective and data, supplier list, marketing plans, product development, mode of operation or financial condition or prospects.
Commission - means the financial transfer due to the Affiliate according to the correct percentage of the Net Income generated by the New depositor on the PLAYBONDS Sites”.
Database - means the database relating to Affiliates and New Depositors, containing any information of the New Depositor owned by maxxi Media relevant to the Agreement, including without limit, personal information and contact information, and excluding all other databases of maxxi Media, such and as it stands from the date of this Agreement, in its current form until the date on which this Agreement terminates. Databases are assets of financial value belonging to maxxi Media and represent an important investment made by maxxi Media.
Intellectual Property Rights - means any right in computer programs (including source codes), rights in databases, know-how rights, design rights, topography rights, copyright, trademarks, domain names, utility models, trademarks, trade names, registrations and registration applications of any of the articles cited and/or rights in the nature of any of the elements cited above.
Payment Agent - means any person designated by maxxi Media to make, on their behalf, payments to Affiliates.
Personal Data - means any information concerning any person, whether physical or legal, who is or may be identified from time to time (directly or indirectly). This includes, without limitation, any and all information regarding the New Depositors and/or Affiliates.
New Activities - means any business-related service or product that is not offered through the websites or licensed products of maxxi Media from the date of this Agreement and that will be offered through the PLAYBONDS Sites or products licensed from this date.
New depositor - means any customer that has made, in accordance with the terms and conditions of maxxi Media (‘the’Rules), a minimum first deposit on a PLAYBONDS Site, and that the deposit is used for good-to-transactionsfaith with the ultimate goal of establishing and introducing a commercial relationship with maxxi Media in the framework of Business.
Net profit - profit minus deductions
Profits (all by New Depositors)
- In sportsbook activities, all gross profit received by PLAYBONDS in relation to all bets placed.
- In casino activities, slot machines and bingo video, all funds that have been transferred.
- In bingo room activities, the gross of participation.
- The funds withdrawn
- All money paid as earning
- Network Licenses and Fees (network)
- bonuses (including rake back, money return bonuses, activation and reactivation bonuses, VIP player bonuses and retention bonuses)
- Return of bets
- Transactions that are reversed by instruction from the card holder’s bank (commonly known as Charge-backs)
- Amount of debts
*For the avoidance of doubt, all quantities previously quoted in this definition are amounts attributed only to a New Depositor and are designated proportionally to their participation in profit/cost-generating events and the Affiliate in issue.
Services - means the concept under which Business is offered and available to the public, with custom pages and combined with call center teams with relevant language skills.
Technical Platform - means a technical instrument, office backup modules, functionalities and data, such as income access, to record, record, monitor the Affiliate’s relevant activity, Business and other activities between maxxi Media and New Depositors, which materialize through the Affiliate’s advertising space concerning, allowing with time the management of the Affiliate’s New Depositor accounts opened on the PLAYBONDS Sites.
Maxxi Media - means maxxi Media Services N.V. and any of the subsidiaries of maxxi Media Services. This includes maxxi Media Brands: PlayBonds, Playbonds Affiliates. The contractual party to this Agreement, in particular for payment, billing and other financial purposes, is and shall remain solely maxxi Media Services N.V.
3. General and objective scope
a. Maxxi Media requires third party advertising space to promote its Trademarks and increase its Business, in particular by increasing the number of New Depositors, and where appropriate, in cooperation with third parties, will negotiate, sign and execute your affiliation marketing strategy. If maxxi Media uses a third party for the (partial) implementation of its affiliation marketing strategy, including contract negotiation, technical platform management, payment processing, marketing or other activities, regardless of the legal capacity of the intermediaries, whether as agent, subcontractor or otherwise, maxxi Media N.V. is and remains solely responsible for the correct implementation of the Agreement.
b. Maxxi Media expressly states that the promotion or solicitation of bets is subject to legal restrictions in some countries and even in some cases may be prohibited. These restrictions may vary from time to time. In this way, the Affiliate acknowledges that in the event that promotions or betting requests or participation in games with prizes are prohibited by the rules and regulations of its country of residence or are only permitted under certain preconditions not clarified – cannot enter into this agreement and, as a result, you are also not entitled to publish the link on your website. Should any inconvenience arise for maxxi Media or the Affiliate due to the failure to comply with the relevant prohibitions in the Affiliate’s country of residence, the Affiliate shall be solely liable for such inconveniences.
c. The Affiliate also confirms that it operates the Affiliate Site under its own name and has full and unrestricted authorization to do so.
d. Unless otherwise agreed in writing between the Parties, each Party shall remain liable for all and all expenses (including investment and/or operating expenses) in relation to its obligations under this Agreement and shall not be entitled to appeal to the other Party in relation to those obligations.
4. The integration of Affiliates into the Affiliates' Affiliate Network
a. After the conclusion of the Agreement, a unique affiliate identification code is designated to the Affiliate, and the Affiliate is integrated into the Technical Platform. Through the link code designated in the framework of the Playbonds Affiliates Affiliates strategy, New Depositors purchased through the Affiliate website link and bets made during these sessions are registered and/or can be traced.
b. The preparation of additional advertising material related to maxxi Media is only allowed with the consent of maxxi Media. Advertising material (of any kind) can only be used after prior written approval by maxxi Media.
c. A modification to the URL address of the Affiliate’s Website does not constitute a modification to the Agreement and will not affect your rights and obligations under this Agreement.
5. The Track Links
a. Throughout the Term, the Affiliate must prominently incorporate and continuously present the updated links provided by maxxi Media on all pages of the Affiliate’s Website in a form and location agreed between the Affiliate and maxxi Media, and the Affiliate shall not change the form, location or operation of the Links without the prior consent of maxxi Media.
b. The Affiliate undertakes to provide for maxxi Media reasonable assistance as affiliate in relation to the viewing, access, transmission and maintenance of the Links.
c. The Affiliate shall ensure that it does not place Links on the Affiliate Website for persons under 18 years of age.
d. If the Affiliate wishes to place Links on websites other than the Affiliate’s Website, it must first obtain the written consent of maxxi Media.
e. maxxi Media has the right to monitor the Affiliate’s Website to ensure that it is complying with the terms of this Agreement and the Affiliate shall provide maxxi Media with all data and information (including passwords if necessary) to allow maxxi Media to run this control for free.
f. The Affiliate may not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, advertising service or other search or reference service, which are identical or similar to any of the brands of maxxi Media, or otherwise include the word “maxxi Media”, “PlayBonds”, “PlayAfbonds”, or variations thereof, or include metatags on the Affiliate Website that are identical or similar to any of the brands of maxxi Media.
g. Neither the Affiliate nor the Affiliate’s friends or relatives are eligible to become New Depositors (as defined later) and the Affiliate will not be entitled to receive any share of the Net Income or any Honorary (or any other remuneration from maxxi Media) in relation to these relatives or friends. Families in this context will include (without limits) the Affiliate’s spouse, partner, parents, children or siblings.
h. The Affiliate should indemnify the claim and should exempt from liability maxxi Media from and against all losses, demands, claims, damages, costs, expenses (including outgoing profit and loss of reasonable legal expenses and costs and tax if applicable) and liabilities incurred or incurred, directly or indirectly, by maxxi Media as a result of any breach of this Agreement by the Affiliate.
i. The Affiliate shall not:
i. directly or indirectly offer to any person or entity any consideration or incentive (including, but without limit, payment of money or other benefit) by using the Affiliate’s Website Links to access the PLAYBONDS Sites (for example, through the implementation of rewards“programs” for persons or entities using the Links on the Affiliate Website to access the PLAYBONDS Sites);
ii. read, intercept, record, redirect, interpret, or fill in the contents of any electronic medium or other materials sent to maxxi Media by any person or entity;
iii. in no way modify, redirect, delete, or replace the operation of any button, link, or other interactive element of the PLAYBONDS Sites;
iv. perform transactions of any kind on the PLAYBONDS Sites on behalf of a third party, or authorize, assist, or encourage any other person or entity to do so;
v. take any action that could reasonably cause confusion in the end user as regards the relationship of maxxi Media with the Affiliate, or as to the website in which the functions and transactions that are being carried out;
vi. in addition to providing the Links of the Affiliate Website in accordance with this Agreement and any promotion under Clause 4(j), publish or serve any advertising or promotional content promoting MM Sites;
vii. publish or serve any advertising or promotional content by promoting MM Sites, or otherwise, or in combination with viewing MM Sites (for example, through any technique of “Framing” or pop-up technology or windows, or pop-under windows), or help, authorize or compel any third party to participate in such actions;
viii. trying to artificially increase the money that maxxi Media must pay to the Affiliate;
ix. have MM Sites (or any of its pages) opened in a visitor’s browser in a manner other than as a result of clicking the Link on the Affiliate’s website by the visitor;
x. try to intercept or redirect (including, without limit, through the software installed by the user) traffic from or on any website participating in the Affiliates Playbonds affiliation program;
xi. use any type of spam (including spam from search engines or spamdexing) or unsolicited mail in your attempt to refer New Depositors to MM Sites;
xii. be under eighteen (18) years old; and he/she is obliged/to provide maxxi Media, at any time it is requested, with a copy of its identification and billing address, if necessary. maxxi Media reserves the right, at any time, to ask the Affiliate or the Player to submit documents to verify their identity and/or other data. Denial of such a request can be considered, at the sole discretion of maxxi Media, as fraudulent activity that will be subject to all the consequences previously cited.
xiii. maxxi Media determines, in its sole discretion, in which of the aforementioned activities or dubious patterns the Affiliate has participated, and the previous list is not limiting. As a result, maxxi Media may without prejudice to the rights or resources available, (a) withhold any money payable to the Affiliate, in particular, adjust the commission earned by the offending player in the affiliate’s account to 0%, sever the relationship between the affiliate and the player’s account and/or (b) close the player’s account and/or the affiliate’s account and/or terminate this Agreement immediately.
j. If the Affiliate contacts any of its users to promote MM Sites or Links, the Affiliate should make clear in the body of any communication that it is done without the knowledge or participation of maxxi Media and that any complaint that the corresponding user wishes to make must be directed to the Affiliate and not for maxxi media.
k. The Affiliate shall comply at all times with reasonable data protection standards and with any other related or similar legislation.
6. Responsibilities and Rights of maxxi Media
a. maxxi Media will provide Affiliate with the Links for their inclusion on the Affiliate Website and may update these Links from time to time.
b. Subject to Affiliate compliance with the instructions of maxxi Media with respect to the follow-up of New Depositors accessing MM Sites through the Links of the Affiliate’s Website, maxxi Media will make all reasonable efforts to ensure that each time a New Depositor is linked to the MM Sites through the links on the Affiliate Website and subsequently place a bet with maxxi Media, the corresponding New Depositor is identified as a precedent on the Affiliate’s Website. However, maxxi Media will not be liable in any way before the Affiliate if maxxi Media is not able to identify the New Depositor as coming from the Affiliate Website.
c. maxxi Media may exercise any of its rights or comply with any of its obligations under the present (including, without limitation, its payment obligations in accordance with clause 6) through any company within the group of companies containing maxxi Media.
d. maxxi Media shall have the discretion to accept or refuse any offer to execute maxxi Media’s General Affiliation Marketing Agreement. In the event that maxxi Media refuses an offer, it will not be obliged to indicate a reason, nor should it make any kind of compensation, remuneration or other type of compensation.
e. Maxxi Media should develop and make available to Affiliates advertising materials for the Affiliate’s advertising space (Media maxxi content).
f. maxxi Media will have the discretional right to select a suitable technical platform, including, without limit, income access and/or similar technologies.
7. Commission, Payment and Conditions of Payment
a. The Affiliate to the Network of Affiliate Playbonds Affiliates will be entitled to receive, on a monthly basis, an income based on a percentage (which is agreed between the parties) of Net Income (“Commission”).
b. The Affiliate will be entitled to receive the Commission for each New Depositor for a period of 5 years from the player’s registration date on the site. In the first year of each new player, the affiliate will receive 50% commission, in the second year of the player the affiliate will receive 40%, in the third year 30%, in the fourth year 20% and in the fifth year 10%. From the sixth year the player ceases to generate profits to the affiliate. In the event of interruption of the Agreement, the payment of the Commission shall be finalised after a period of 3 months following the effective termination of the Agreement.
To receive the commission the amount must be above 100 USD (US dollars), if during the month the generated commission is lower than that amount, the same is played pro the following month and continues to accumulate, being paid when it reaches that minimum value.
For transfers outside Brazil the minimum amount to receive the payment is 1000 USD (US dollars).
In the event that a New Depositor’s account derives a negative balance for the Affiliate, it will be deducted from the commission for that month, without being counted in the following months.
c. The conclusion of the agreement by Playbonds Affiliates may include the fact that the Affiliate ceases to generate new depositing players for a period of 3 (three) months or more, counting from the date of registration of the last depositing player. Should the Affiliate not be informed otherwise, the conclusion of the contract will enter into force from that point on, and the company will not be obliged to inform the Affiliate of this situation in order for the termination to enter into force.
d. maxxi Media will provide the Affiliate with an account status accessible through the http://www.incomeaccess.com Technical Platform detailing the number of New Depositors and the share corresponding to the Net Profit Affiliate, if there had been, obtained by the Affiliate throughout the calendar month. Such states of account should in principle be updated on a daily basis. At the end of a calendar month, maxxi Media will record the Affiliate’s total participation in Net Profits, if any, during the previous calendar month (“Commission”). If a portion of the profits does not exceed 100 US Dollars or similar, maxxi Media will be entitled to retain and carry forward that amount until the end of the first calendar month in which the Share of Profits (included the retained amount) is more than 100 US Dollars or similar.
e. It is understood and accepted that the Affiliate has guaranteed real-time access to the Technical Platform at all times where maxxi Media does not oppose such access for duly justified reasons, such as network maintenance and IT and/or security threats. The Affiliate understands and accepts that the real-time information of the Technical Platform is only about estimations and/or has an indicative value. Upon completion of each calendar month, maxxi Media will provide the Affiliate with a consolidated account status containing added and accurate data on Net Profits and fees generated by each Affiliate.
f. The Affiliate understands and accepts that access to the Technical Platform of Affiliate Playbonds, including without limitation the back-office module of income access, is subject to the maximum obligation of confidentiality, and the misuse of any, whether with intent or not, a right of limited access should be considered as a substantial breach of essential obligations within the framework of this Agreement (obligation of result).
g. All payments to the Affiliate shall be made by a Payment Agent designated by maxxi Media. Both Parties accept and acknowledge that maxxi Media may modify, at its sole discretion, the method of payment and/or the Payment Agent. maxxi Media Services N.V. is and remains solely responsible for paying the amounts due example OANDA (http://www.oanda.com). To avoid doubt, all payments should be made with taxes included, if applicable, and the Affiliate is individually responsible for withholding taxes.
i. Invoices and payments are processed automatically through the income access technical platform. Payments shall be made between the days 15 and 30 of the month following each calendar month.
j. In the calculation of Net Profits, when the account of a New Depositor derives in a negative balance for the Affiliate, due to the gains and/or bonuses of the New Depositor, this balance will be accumulated for the following month. Negative transfers shall not be taken into account in the calculation of the Commission due to the Affiliate.
8. Intellectual Property
a. Nothing in this Agreement shall constitute a license, assignment, assignment, transfer or any other right over any Intellectual Property Right, including, without limitation, patents, trademarks, service marks, registered designs, copyright, database rights, design rights, inventions and confidential information, etc., arising as a result of the conclusion or implementation of this Agreement.
b. All Intellectual Property Rights created and/or derived from this Agreement, including, without limitation, banners, advertising material, content, database, including personal content and information, should be or become the exclusive property of maxxi Media, and the Affiliate will have absolutely no rights over them.
c. maxxi Media grants the Affiliate a non-exclusive right worldwide to show the features of the maxxi Media Brand and related content (the “Content of maxxi Media”) during the Period, solely for the purposes of the Affiliate’s presentation of the Links on the Affiliate’s Website, as set out in this Agreement, and in accordance with the guidelines of maxxi Media that can be provided to the Affiliate from time to time. All intellectual property rights and any trading fund generated on the Links and all associated betting products, systems and software related to the services provided by maxxi Media to your New Depositors, will remain the property of maxxi Media. The Affiliate has not allowed the use of the Content of maxxi Media in any way that is detrimental to maxxi Media or to the reputation or goodwill of maxxi Media. The Affiliate has not allowed to alter or modify in any way the Content of maxxi Media without the express prior written consent of maxxi Media.
d. In particular, unless prior written consent is given, the Affiliate may not purchase or register domains that are identical or similar to any of the trademarks of maxxi Media or that otherwise include the word “maxxi Media”, “PlayBonds”, “PlayBonds VideoBingo”,
e. “Playbonds Casino”, “PlayBonds Sports”, “PlayBonds Bingo”, “PlayBonds Bingo Room, “PlayAffiliates” or variations that are identical or confusingly similar to any of the trademarks of maxxi Media.
f. The Parties agree that the direct quoted in Clause 7(c) is non-transferable and revocable at any time to the instance of maxxi Media.
g. The Affiliate agrees that the Affiliate’s Website will in no way resemble the appearance and/or general impression of the MM Sites, nor will the Affiliate create the impression that the Affiliate’s Website is an MM Site (or part of it).
h. Once this Agreement has been finalised, each Party shall deliver its own material or information to the other Party, and in such case shall safely destroy the remaining copies thereof. However, any provision contrary to this Agreement, the Affiliate acknowledges that upon finalisation of the Agreement, it will not be permitted to retain a copy of the Content of maxxi Media, databases, personal information or Confidential Information, and you will not be able to directly or indirectly exploit your own information, materials or works of maxxi Media.
a. Each Party to this Agreement shall represent and guarantee the other Party, and shall maintain, throughout the Period, all the right, title and authority to sign this Agreement, to grant the rights and licences granted in this Agreement to the other Party and to comply with all its obligations under this Agreement.
b. Each Party to this Agreement represents, commits and guarantees the other Party that it has obtained and that it will keep in force all records, authorisations, consents and licences necessary to be able to comply with its obligations under this Agreement and which it fully complies with, and shall continue to comply fully with, with the requirements set out in Clause 3 and all applicable laws and regulations.
c. The Affiliate represents, guarantees and undertakes that the Affiliate’s Website will not possess material defamatory, pornographic, illegal, harmful, threatening, obscene, harassing, racial, or in any other unacceptable or discriminatory manner, violent, politically sensitive, or otherwise disputed or in breach of the rights of third parties and shall not link to such materials.
d. The Affiliate guarantees that it will at all times comply with local and international information protection standards and with any other related legislation and the Affiliate will compensate the claim and relieve maxxi Media of and against liability each and every loss, claims, losses, costs, expenses (including outgoing profit and loss of benefit, reasonable legal expenses and tax, if applicable) and liabilities incurred or incurred; directly or indirectly, by maxxi Media as a result of any breach of the Affiliate’s warranty.
e. maxxi Media is associated with companies that work to avoid gambling dependency (Gamcare). The affiliate must provide all the information to fight against the addiction of the game. The affiliate must put links that guide the site previously mentioned.
f. Prevent access for children and young people. The Affiliate should not deliberately provide facilities for gambling in a way that seeks to attract especially children and young people, for example by reflecting on or being associated with youth culture.
a. maxxi Media does not guarantee that the operation of PLAYBONDS Sites will not be interrupted or error-free and maxxi Media will not be responsible for the consequences of any interruption or error.
11. the compensation
a. The Affiliate (a “Parte Indenizante”) shall indemnify the claim and relieve maxxi Media and each of its members, officers, directors, employees, agents, shareholders and partners (“the Party indemnified”) from and against all losses, claims, losses, costs, expenses (including, without limitation, outgoing profit, loss of benefits, reasonable expenses and legal costs and tax, if applicable) and liabilities incurred or incurred, directly or indirectly by the Party indemnified as a result of any breach, breach or breach of obligations or guarantees by the Indemnifying Party contained in this Agreement.
12. Exclusion of Liability
a. Nothing in this clause shall limit the liability of maxxi Media resulting from intentional misconduct.
b. maxxi Media shall not be liable, contractual or non-contractual (including, without limit, negligence) for failure to comply with a legal obligation or otherwise by:
i. any economic loss (including, without limit, loss of profits, benefits, contracts, business or anticipated savings);
ii. any loss of good will or reputation;
iii. any cessation of direct profit in any case, whether or not such loss would be contemplated between the Parties at the date of this Agreement, or any other matter under this Agreement.
c. The liability of maxxi Media will in no case exceed the sum of the total money paid to the Affiliate during the 12 months preceding the date on which this liability accumulates.
13. Term and Events of Failure
a. This Agreement will begin on the date when maxxi Media notifies the Affiliate that its request has been successful in accordance with Clause 4. This Agreement will remain, unless and until, it is terminated in accordance with Clauses 13(b), (c) (hereinafter the period“”).
b. Notwithstanding Clause 12(a) and (b), maxxi Media may terminate the Period immediately by written notification to the Affiliate if:
i. the Affiliate commits a violation of its material obligations under this Agreement and, in the event of a remediable breach, cannot remedy it within 30 days from the date of receipt of the notification;
ii. the Affiliate declares itself insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed by all or part of its business or assets, or if any request will be made, the order must be carried out or the resolution approved by its settlement (except in the event of a bona fide merger or reconstruction)bankruptcy or dissolution or rather should propose or enter into any composition or agreement with its creditors or any class of them, or cease to exercise its activity or claim for itself the benefit of any statutory moratorium.
iii. the Affiliate sells your business, or any part of it, and/or registers any change of beneficiary.
c. Notwithstanding Clauses 12(a) and (b), maxxi Media may unilaterally terminate this Agreement with the delivery of a written notice to the other Party with two weeks' notice, and without giving any reason for it.
d. maxxi Media will promptly notify the other party in writing of any event within clause 12(b) (ii) that occurs during the Period and that would entitle maxxi Media to bring the Period to an end.
e. The Parties shall have no further obligations or rights under this Agreement after the end of the Period, without prejudice to any of the obligations or rights deriving from any of the parties at the time of finalisation of the Agreement with the exception of clauses 1, 2, 8, 9, 11, 12, 13(e) and 14, together with the other provisions on survival, which is necessary for the interpretation or implementation of this Agreement, will continue to take effect after the end of the Period.
a. This Agreement constitutes the full Agreement and the understanding of the Parties and replaces any prior agreement between the Parties in relation to the subject matter of this Agreement. Each Party recognises and accepts that upon entering into this Agreement, and the documents mentioned therein, are not based on, and shall have no recourse with respect to any declaration, representation, assurance, understanding, promise or insurance (is done innocently or through negligence) by any person (whether he is a party to this Agreement or not) in addition to those expressly provided for in this Agreement. Nothing in this clause shall operate to limit or exclude any liability for fraud.
b. in no case shall any delay, default or omission (in whole or in part) in the execution, exercise or pursuit of any right, power, privilege, claim or remedy granted by or arising under this Agreement or by law, shall be considered or construed as a waiver of that right or any other right, power, privilege, claim or remedy in relation to the circumstances under which it is dealt with, or operate in order to prevent the enforcement of that right or any other right, power, privilege, or recourse, in any other instance at any time or moments thereafter.
c. The Affiliate, without the prior written consent of the other Party, may not cede in right or equity (including, without limit, by way of a post or a declaration of trust)either sub-license or deal with this Agreement or any right under this Agreement, or subcontract some or all of its obligations by virtue of it or intend to do something of it. Any attempt to dispose in breach of this clause shall grant no right to the alleged assignee.
d. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction, invalid or unenforceable, such invalidity or inapplicability shall not affect the other provisions of this Agreement, which will remain in full force and effect.
e. Any notification given or made pursuant to this Agreement to maxxi Media shall be made by e-mail to firstname.lastname@example.org for the Affiliate Manager and marked for your attention (or otherwise notified by maxxi Media the continuation). maxxi Media shall send the Affiliate any notification given or made by virtue of this Agreement to the e-mail address entered in the Affiliate’s Request Register or any other e-mail address that the Affiliate has notified maxxi Media. Any notification shall be deemed to have been received within two hours of delivery, if the deemed receipt is made before 9:00 on a working day, the notification shall be deemed to have been received at 9:00 on that day, and if the deemed reception takes place after 17:00 on a working day, or on any day other than a working day, the notification shall be deemed to have been received at 9:00 on the following working day. “Useful Day” means any day that is not a Saturday, Sunday or public or banking holiday in Curaçao or the United Kingdom.
f. Each Party undertakes at any time in the future not to disclose or communicate to any person, except its professional representatives or advisers, or as may be required by law, to any legal or regulatory authority, any confidential information about the business or affairs of the other party or any member of the group of companies to which the other party belongs which may have come to or might in the future come to its attention, and each Party shall make all reasonable efforts to avoid the publication or disclosure of any confidential information relating to such matters.
g. No provision of this Agreement is or will have the intention to operate or create a company between the Parties or to allow any Party to act as an agent of the other Party, and neither Party shall have the authority to act in the name, or acting, or otherwise, to oblige the other party in any way (including, without limitation, the performance of any representation or guarantee, the assumption of any obligation or liability and the exercise of any right or power).
h. Neither Party shall make any announcement in relation to this Agreement or its subject matter without prior written consent of the other Party except when required by law or by any legal or regulatory authority.
i. The validity, construction and enforcement of this Agreement (and any claim, dispute or matter arising from or in connection with this or its application) shall be governed and construed in accordance with the laws of Curacao. Each Party shall be submitted irrevocably to the Department of Justice of Curacao for any claim, dispute or matter arising from or in connection with this Agreement and its application.
j. This Agreement was originally drafted in the Portuguese language. In case of doubt in the interpretation of this version in English or Spanish, generated by the translation, the original Portuguese version will always prevail.
15. The division shall be made.
If one of the contractual provisions is or becomes ineffective, that provision shall be replaced by one which is as close as possible to the commercial purpose of the agreement without effect. All other provisions of the agreement will remain in full force and effect.
This can be executed on any number of counterparties, each of which when executed and delivered will be an original one, but all counterparties together will constitute one and the same instrument.