Terms & Conditions
This Standard Affiliate Agreement ("Agreement") contains the complete terms and conditions that apply to an individual's or entity's participation in the OnlineAffiliateWorld.com (the "Website" or "OAW") internal affiliate program ("Affiliate Program"). As used in this Agreement, "you" and "Affiliate" means the individual or entity which applied as the beneficiary for payment purposes on our sign up form ("Affiliate Sign Up Form") as submitted through the Website, and "we" or "us" means iBus Media Limited.
1.1 This is Version number 1.3 of the Agreement, which becomes effective as of the date mentioned in the “Last Updated” legend set forth below, and which version amends and supersedes the previous version of the Agreement.
1.2 By marketing for and referring new Players through Trackers (as defined below), YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, and we will automatically become the counter-party to this Agreement.
1.3 IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT PROMOTE THE WEBSITE.
- "Affiliate" has the meaning set forth in the preamble of this Agreement.
- "Affiliate Program" has the meaning set forth in the preamble of this Agreement.
- "Affiliate Fees" is the amount due and payable to you for referral of Sub-Affiliates to the Affiliate Program or Players to a poker room on the OAW Network, all subject to the terms of this Agreement, which fees shall be based solely on our system's data. All revenue earned by you shall be deemed as "estimated earnings" prior to reconciliation, verification and fraud checks of all Affiliates’ accounts.
- "Affiliate Login/Name" means the name and Login I.D. you submit when you sign up as an Affiliate in the Affiliate Program.
- "Affiliate Section" means the password-protected area of the Website that is accessible to you to check statistics, update profile, create additional Trackers, change payment methods, and select Banners and other newly introduced functions.
- "Affiliate Sign Up Form" has the meaning set forth in the preamble of this Agreement.
- "Agreement" has the meaning set forth in the preamble of this Agreement.
- "Banners" or "Text Links" means the graphical artwork or text that you use to hyperlink Players from your site through one of the Trackers.
- "Cost Per Acquisition Plan (CPA)" is a type of Affiliate Fees, specifying an agreed upon fixed rate that we pay you (the Affiliate) for qualified Players you send to poker rooms on the OAW Network. Each poker room on the OAW Network has different rake requirements to collect the CPA, in accordance with the rules of the operator that operates such poker room. For the avoidance of doubt, as the Master Affiliate of the OAW Network, if we are not paid by an operator for an individual Tracker due to poor player value, Fraud Traffic or other reasons as specified in such operator’s affiliate program, we will not pay you for that individual Tracker.
- "Fraud Traffic" means deposits, Gross Revenue or traffic generated through the OAW Network through illegal means or in bad faith to defraud us or any operator of a poker room in the OAW Network, regardless of whether or not it actually caused harm to us or to such operator. By way of illustration, Fraud Traffic includes, but is not limited, to deposits generated by use of stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, and unauthorized use of any third party accounts, copyrights or trademarks. Fraud traffic also includes intentionally sending Players to a site with the sole intention to play the minimum amount of raked hands in order for the Affiliate to receive CPA payment.
- "Gross Revenue" means the amount each operator of a poker room in the OAW Network pays to us for all Players’ contributions to all “rakes” such Players were involved in while using their Player’s Accounts at such poker room after deduction by the operator of such poker room of its respective costs, subject to the specific terms and conditions of such operator’s affiliate program with us.
- "Active Revenue" means Affiliate Fees generated by you whereby you are actively promoting a poker room.
- "Active Affiliate" means an Affiliate signed up to OAW who maintains a live website and actively promotes the poker rooms in the OAW Affiliate Program.
- "OAW" has the meaning set forth in the preamble of this Agreement.
- "OAW Network" means the Online Affiliate World Network operated by us through the Website.
- "Player(s)" means an Internet user, without a prior user account on any site owned or operated by any member of the OAW Network, who opens a Player Account.
- "Player’s Account" means an account opened by a Player through the OAW Network at a poker room site, in accordance with the applicable terms and conditions governing use of and access to such poker room site, via a Tracker provided by us to you, by way of registering with such poker room and downloading and installing the software required for playing on that site, provided such Player makes the minimum required deposit as determined by the respective poker room.
- "Real Money Player(s)" means a Player that makes a real money deposit to his/her Player’s Account (at any time after opening the Player’s Account), per the individual room’s terms and conditions.
- "Sign Up Bonus Codes" means a unique alphanumeric code that Players may need to enter when opening an Account with select poker rooms on the OAW Network. When entered, the system automatically logs the Sign Up Bonus Codes and records you as the Affiliate.
- "Sign Up Bonus Incentives" means special offers to Players that give them extra cash or giveaways when they open their Account or make a real money deposit at any of the OAW Network poker rooms.
- "Spam" or "Unsolicited Promotions" means emails or any other messages that are circulated by you, directly or indirectly, including messages that are posted on newsgroups, chatboards and other types of online forums and which: a) are directed at people who have not consented nor confirmed that they wish to receive promotional messages from you; b) contain false or misleading statements; c) do not truthfully identify the source or the originating IP Address; or d) do not provide the recipient with an option to easily opt-out from receiving future mailings or promotions from you.
- "Sub-Affiliate" means a person or entity, which you referred to the Affiliate Program, and for which, you will receive compensation based on the Affiliate Fees due to them.
- "Tracker(s)" means the unique Tracking URL or Sign Up Bonus Codes that we provide exclusively to you as provided by the respective operator of a poker room in the OAW Network, through which we track and calculate Affiliate Fees.
- "Historic Trackers" mean trackers that are no longer live/active.
- "Tracking URL" means a unique hyperlink posted on your website, through which you refer potential Players to a respective poker room on the OAW Network. When the Player opens his/her Player’s Account, the system automatically logs the Tracking URL and records you as the Affiliate.
- "you" has the meaning set forth in the preamble of this Agreement.
- "we" has the meaning set forth in the preamble of this Agreement.
- "Website" has the meaning set forth in the preamble of this Agreement.
- "us" has the meaning set forth in the preamble of this Agreement.
- TERMS & CONDITIONS
3.1 Identity and Disclosure: You must provide true and complete information to us at all times; including, but not limited to, your identity, contact information, payment instructions, location and nature of your marketing activities, and any other information that we may request from time to time. You may have only one affiliate account with us unless otherwise approved in writing by the OAW Network administrator.
3.2 Marketing Activities and Responsibilities: You will, at your own cost and expense, market to and refer potential Players to the websites on the OAW Network. You will be solely responsible for the content and manner of your marketing activities. All marketing activities must be professional, proper and comply with applicable laws. You represent and warrant that you will not place Banners or Text Links to any poker room on the OAW Network, or use any media or other medium, which is libellous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials. You will not actively target your marketing to any persons who are less than 18 years of age, regardless of the age of majority in the location you are marketing. You will not actively target your marketing to any persons in jurisdictions in which real money play is prohibited. Under no circumstances will you send Spam that in anyway refer users to us. Moreover all email marketing will be conducted in compliance with Section 3.12 below. You also agree that you will not engage in sending players to poker rooms on the OAW Network with the sole intention for the player to play the minimum amount of raked hands to receive CPA or otherwise be involved in any activity related to Fraud Traffic.
3.3 Approved Marketing Materials: You will only use the Banners and Text Links and any other marketing materials that have been provided by us or the operators of the poker rooms on the OAW Network and/or pre-approved by us (collectively the "Marketing Materials"). You will not modify the Marketing Materials without our prior written consent. 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 marketing to and referring potential Players to the Website. Generally we will provide you, without charge, the guidelines, graphical artwork and permitted text to use in promotional materials. Under no circumstance are you allowed to use the Marketing Materials and any other promotional materials provided by us in a manner that may potentially confuse a potential Player.
3.4 Competitive Marketing: For the avoidance of doubt, it is hereby clarified that you shall not be entitled to market to potential Players and must cease all promotions through Tracker if you are also using other trackers issued to you directly by the same operators of poker rooms that provided to us the Trackers.
3.5 Non-Assignment: Trackers are for your sole use and are not to be assigned to others without our written consent.
3.6 Sub-Affiliates. Although we currently do not promote an active sub-affiliate program, we reserve the right to negotiate deals with affiliates on the OAW Network to refer other affiliates.
3.7 Commercial Use Only: This marketing opportunity is for commercial use only, and you may not sign up or make deposits to any Player’s Account on the OAW Network, directly or indirectly, through your Tracker(s) for your own personal use, to fraudulently increase the Affiliate Fees payable to you or to otherwise defraud us. In no event are you to receive Affiliate Fees on your own Player’s Account. Violation of this provision constitutes Fraud Traffic.
3.8 Incentives: Incentive Marketing or giving incentives in the form of cash, free bankrolls, poker software, or special gifts is strictly prohibited on the OAW Network. We reserve the right to withhold any CPA payments to Affiliates who are promoting registration to any poker room via incentive marketing. In rare cases we may allow incentive marketing, however any such marketing must be pre-approved by us in writing.
3.9 Good Faith Marketing: You will not knowingly or unknowingly benefit from any known, unknown, suspected or unsuspected Fraud Traffic. For clarity, we reserve the right to withhold or back out amounts generated by Fraud Traffic from Affiliate Fees, regardless of whether you participated in or knew about the Fraud Traffic. In the event that we determine that you have knowingly participated in, or knowingly benefited from, Fraud Traffic with the intent to defraud us, then we may suspend all payments due to you and/or terminate this Agreement effective immediately and confiscate any and all Affiliate Fees due to you.
3.10 Player Information: By opening an Account at any of the OAW Network poker rooms, Players will be subject to all of the individual poker rooms’ terms and conditions, policies and operating procedures that govern their activity at the Website or poker room. Each operator of a poker room has the right to refuse service to any potential Player or to close a Player’s Account, at any time, at such operator’s sole discretion. All data relating to the Players will remain the sole and exclusive property of the said operator, and you acquire no right to such information, except as expressly stated herein.
3.11 Trademarks and Domain Names: As further clarification of your obligations under this Agreement, under Section 2. ("Fraud Traffic"), the reference to unauthorized use of trademarks includes your use of any trademark, domain name or trade name which contains, is confusingly similar to or is comprised of the ONLINEAFFILIATEWORLD or POKERNEWS name and mark or any other name or mark owned by us or our affiliates ("Our Marks") without our prior written permission. In addition, the restrictions under Section 3.4 (Competitive Marketing) include the use of Our Marks in connection with a website that includes links to a competitive gaming, gambling or casino site without our prior written permission to post such links and manner of use thereof. By way of example, but without limitation, you may not make use of Our Marks on a website that includes links to a competitive website without our prior written permission. Your use of Our Marks is specifically limited to the use of pre-approved marketing materials for the sole purpose of directing Internet users to websites operated by us or our affiliates. You agree that all use by you of 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 also undertake that you will not register any marks or names that contain, are confusingly similar to or are comprised of Our Marks, and that any such registration obtained by you shall be transferred to us immediately upon demand.
3.13 Email Marketing Practices: If you plan to promote Trackers on the OAW Network through email marketing, then your emailing practices must strictly comply with the following:
3.13.1 Compliance with SPAM Requirements: Your email marketing practices must comply with all applicable federal, state and local laws concerning email marketing. Without limiting the generality of the foregoing;
3.13.2 You shall not mislead any consumer with non-relevant, inaccurate or ambiguous subject lines;
3.13.3 You shall not falsify the email "From" address or attempt to hide one's identity;
3.13.4 You shall include a true name in "From" line and not a sales pitch or marketing message;
3.13.5 You shall use a reply address that will be active for at least thirty (30) days after sending the email;
3.13.6 You shall include a physical business address;
3.13.7 You must not prevent customers from removing themselves from your mailing list;
3.13.8 You must provide an adequate, functioning and conspicuous "opt-out" or "unsubscribe" option in every email message; and
3.13.9 You must honour "opt-out" requests within ten (10) days or before executing additional email campaigns to that user.
3.14 Lawfully Obtained Lists: You must not send email to any email addresses which are not lawfully obtained and do not conform with the following:
3.14.1 Confirmed Opt-In: The email recipient explicitly provides permission to have their email address placed on a mailing list, the email sender sends the email recipient a confirmation email, and the email recipient confirms their permission by emailing back or by visiting an operator-provided URL. Once email recipient has double opted-in, mailing list emails may include promotional or informational emails and unpaid or paid newsletters. Single Opt-in confirmations should not include promotional material.
3.14.2 One to One: The email recipient has a pre-existing business relationship with the mailing list operator where the consumer has consented to receive emails containing individualized content specific to the consumer’s business account with the company, such as e-statements, e-bills, transaction confirmations, etc.
- REPORTS & PAYMENTS
4.1 Reports: Upon creation of your Affiliate Login/Name we will track and report Player activity on each Tracker for purposes of calculating your Affiliate Fees. This information is found in the Affiliate Section. The form, content and frequency of the updates for each poker room may vary from time to time depending on the individual sites updates. Due to the complex scraping system in place at OAW, we may from time to time experience technical difficulties with reporting your stats from our backend. At any time you can request a manual check of your Trackers at the respective poker room. This report will be sent to you within approximately 48 hours.
4.2 Affiliate Fees: Unless otherwise agreed and subject to Section 4.4 below, Affiliate Fees will be paid to you on a calendar basis by the 20th of each month for fees accrued in the previous month. We are not responsible for the withholding of fees by poker rooms or casinos who have refused to pay or are unable to pay for any reason. Where we, in our sole discretion, deem that any Affiliate Fees generated by you are done so without active promotion of a poker room the said Affiliate Fees will not be payable to you. We shall only pay Affiliate Fees generated by means of Historic Trackers for a period of 3 months following the designation of ‘Historic’ status to the Tracker. For the avoidance of doubt, the designation of Historic Tracker status shall be at our sole discretion.
4.3 Payment Methods: Affiliates will be offered multiple options to collect their Affiliate Fees. To the extent possible, Affiliates will be paid according to the method selected in their password protected affiliate area at affilates.onlineaffiliateworld.com. All payments will be due and payable in United States Dollars only. Payment will be made by wire, neteller, intra-account transfers, or any other method as we decide in our sole discretion; however we will try to accommodate your preferred payment method. Charges for wires or courier charges for checks will be covered by you and deducted from your Affiliate Fees.
4.4 Time of Payment: Affiliate Fees will be paid and sent out to you within twenty (20) days of the close of each calendar month, except that, if the total amount due for all Trackers is less than $50, the balance will be carried over and added to the next month's Affiliate Fees until the total amount is more than $50. Further, if the amount due is negative in any particular month, then that negative amount will carry over and be deducted against the following month.
4.5 Holdover for Fraud Traffic: In the event we suspect Fraud Traffic, we may delay payment of the Affiliate Fees to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. In the event that we determine the activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may recalculate and/or confiscate your Affiliate Fees accordingly. We will work closely with all operators of poker rooms on the OAW Network to investigate and determine if traffic is fraudulent. If we are not paid by the respective operator of a poker room for the individual Affiliate Tracker, we will not pay the Affiliate. For the avoidance of doubt, we are not obligated to pay for Players who in our sole discretion are imposters or are otherwise likely to be involved with Fraud Traffic.
4.6 Player Tracking: You understand and agree that potential Players must link through a valid Tracking URL or enter a valid Sign-up Bonus Code when they open a Player’s Account in order for you to receive Affiliate Fees in relation to such potential Players. In no event are we liable for your failure to use the right Trackers or for potential Players' failure to properly enter the Sign Up Bonus Codes. We may at any time change, in our sole discretion, our tracking system and reporting format. Affiliates can request at any given time a manual check of all Trackers at the respected sites they are promoting. For the avoidance of doubt, trackers remain the property of the provider and not the affiliate and cannot be transferred, sold or used as loan collateral.
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 the end of each month for which payment is made 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 check, acceptance of payment transfer or acceptance of other payment by you will be deemed full and final settlement of Affiliate Fees due for the month indicated.
4.8 Negative Gross Revenue (MGR): In the event that the Gross Revenue is negative in any given period(s), such negative amount shall be carried forward and deducted from the Gross Revenue amount of the relevant subsequent calendar months. In the event that the Gross Revenue is negative for three (3) consecutive calendar months, we shall be entitled to terminate this Agreement on written notice to you.
- TERM AND TERMINATION
5.1 Term and Termination: This Agreement will take effect when you start promoting any websites or poker sites on the OAW Network through our unique Trackers. This Agreement will continue until terminated in accordance with the terms hereof. Notwithstanding the foregoing and during a period of seven (7) days following your receipt from us of your Trackers, we reserve the right to refuse your application to join the Affiliate Program. In the event that we elect to refuse your application subsequent to your receipt of the Trackers, we shall notify you of the same and we shall be entitled to render the Trackers inoperative.
5.2 Termination By You: You may terminate this Agreement, with or without cause, immediately upon written notice to us. In addition, you may cease marketing through the OAW Network at any time you want. You may request not to receive monies from OAW. Such a request will eliminate all future monies owed to You.
5.3 Termination By Us: We may terminate this Agreement, with or without cause, upon thirty (30) days written notice to you. Further, we may terminate this Agreement immediately and without prior notice to you in the following events:
5.3.1 You materially breach this Agreement and do not cure such breach within fifteen (15) days of our notice to cure;
5.3.2 We determine, in our reasonable discretion, that you knowingly benefited from Fraud Traffic;
5.3.3 The total number of new Players introduced by you during a period of sixty (60) consecutive days prior to such notice of termination is less than 1;
5.3.4 Either party were to be determined through audited figures to be trading insolvently or at a loss for a period greater than one year; and
5.3.5 Where we, in our sole discretion, deem an Affiliate to be inactive we reserve the right to cancel their Affiliate Account at any time without prior notice.
5.4 Effect of Termination: The following will apply upon the effective date of termination:
5.4.1 You will stop promoting any websites (including, without limitation, poker rooms, or casinos) on the OAW Network and all rights and licenses given to you under this Agreement will terminate immediately, except as expressly stated herein;
5.4.2 You will return all confidential information and cease use of any of our trade names, trademarks, service marks, logos, banners and other designations;
5.4.3 Without limiting section 5.4.4 below, we may leave open, redirect or otherwise use any Trackers in our sole discretion without any obligation to pay you for Players who become valid users of a poker room on the OAW Network by registering to such poker room through any Trackers;
5.4.4 We will not be liable to pay you any Affiliate Fees following the termination of this Agreement for any Players’ activity and/or referral of any Sub-Affiliate to the OAW Network that take place after such termination, irrespective of whether or not any revenues are traced through Trackers. Any payment of future monies post-termination will be solely at the discretion of the OAW Network.
5.4.5 Notwithstanding anything to the contrary contained herein, in the event we determine, in our reasonable discretion, that you materially violated the provisions of Section 3, we may in our sole discretion stop, cancel and confiscate all your Affiliate Fees; and in such case, we do not waive any other legal rights we have against you under law or under this Agreement.
5.4.6 Inactivity. If your account with us remains inactive for a period of 9 months or more, this will be deemed as inactivity and we will have the right to terminate such account on written notice to you. In the event an Affiliate account is terminated due to inactivity all Trackers will be disabled from that account and all Affiliate Fees accrued on such account up to the date of termination will be forfeited by us, and you may not raise any claim in connection therewith. An affiliate whose account with us was terminated due to inactivity will have the right to request us to reactivate the account, which reactivation will be subject to our sole discretion, provided, however, that in no event will such Affiliate be entitled to receive those amount which were forfeited by us as provided herein due to inactivity of such Affiliate account.
6.1 No Warranties: WE DO NOT WARRANT THAT THE WEBSITE, OR ANY SITE WITHIN THE OAW NETWORK WILL BE ERROR-FREE OR UNINTERRUPTED. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY, MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF THE WEBSITE OR ANY SITE WITHIN THE OAW NETWORK. WE (OR OUR PROVIDERS OR UNDERLYING VENDORS) ARE NOT REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
6.2 Billing and Collection Limitations: The operators of the poker rooms on the OAW Network may in their sole discretion, with or without notice, use any available means to block or restrict certain Players, sign ups, deposits or play patterns so as to reduce the number of fraudulent transactions. We do not guarantee or warrant the success of such 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 OAW Network. Any liability arising under this Agreement will be satisfied solely from the revenues generated hereunder. Our liability is limited to direct damages, and in no event will we be liable for any 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 damages).
6.4 Indemnification: You will defend, indemnify and hold us and our officers, directors, employees and representative harmless from and against any and all liabilities, losses, damages and costs, resulting from or arising from, your breach of this Agreement.
- INDEPENDENT INVESTIGATION
7.1 Independent Investigation: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING ON THE OAW NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
7.2 Independent Research: You understand that gambling laws may vary from city to city, state to state and country to country. YOU HEREBY CONFIRM THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS IN YOUR JURISDICTION WHICH APPLY TO YOUR ACTIVITIES AND THAT YOUR PARTICIPATION IN OUR AFFILIATE PROGRAM DOES NOT VIOLATE ANY APPLICABLE LAWS OR RULES.
8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the address provided at affiliates.onlineaffiliateworld.com(or as subsequently updated by you, to us, in the event of change), and to us at firstname.lastname@example.org.
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 nor to incur any obligation on the other's behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity that is not a party to 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 herein and that such Affiliates may be similar, and even competitive, to you.
8.4 Confidentiality and Non-Disclosure. You may receive confidential information from us as to our marketing plans, marketing concepts, structure and payments and other information related to our business. This information is confidential to us and constitutes our proprietary trade secrets. Therefore, you will not disclose this information to third parties without our express written consent.
8.5 Press. You may not issue any press release with respect to this Agreement or your participation in this Affiliate Program without our prior written consent.
8.6 Assignment. This Agreement and the rights and obligations hereunder may not be assigned by you without our express prior written consent.
8.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Isle of Man without giving effect to conflicts of law principles. You irrevocably agree to submit, for the benefit of the Company, to the exclusive jurisdiction of the courts of the Isle of Man for the settlement of any disputes arising out of or concerning this Agreement.
8.8 Force Majeure. The Neither party will be liable for any damage, malfunction of any equipment, failure to perform, and/or any consequences thereof occasioned by or due to fire, flood, water, the elements, labour disputes, power failures, explosions, governmental actions, changes in legislation, unavailability of transportation, acts or omission of third-parties, or any other causes beyond the party's reasonable control (“ Force Majeure Event”). If a Force Majeure Event continues for a period of more than 60 consecutive days either party may terminate this agreement immediate effect by notice to the other party.
8.9 Severability/Waiver. 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 provision hereof.
8.10 Waiver. No waiver will be implied from conduct or failure to enforce any rights and must be must be in writing in order to be effective.
8.11 Modification. 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. 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. You can determine when the Agreement was last modified by checking the "Last updated" legend at the bottom of the Agreement. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IMMEDIATELY UPON WRITTEN NOTICE TO US. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING THE POSTING OR NOTICE OF CHANGE(S) WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.
8.12 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes and pre-empts any prior understandings or agreements between the parties, written or oral, which may be related to the subject matter hereof.
Last updated: 19 October, 2015