Introductory provisions

 

a) This document (the "Agreement") sets out the terms and conditions agreed between (Vision Media Services N.V. (hereinafter "Vision Media"), a company duly registered under the laws of Curacao by means of having its registered office at Ezone, Vredenberg, Curacao and being regulated and licensed by the Government of Curacao with the Curacao Casino Gaming License and the person/company set out on the relevant application form (hereinafter "the Affiliate"), regarding the Affiliate’s application to join (and if the Affiliate’s application is successful, the Affiliate’s membership of) Vision Media’s affiliate program (hereinafter “Partners Only”) and to promote the Betmotion, Copacabana Poker, Apostouganhou and Apostogano Sites (hereinafter “VM Sites” or singularly “VM Site”) and the creation of internet hyperlinks from the Affiliate’s website to these Sites (hereinafter the "Links").

 

 
b)  Vision Media may change all or any part of this Agreement at any time (even without prior notice to the contracting party). If applicable, notice will be given by message to the contracting party’s email address and will be deemed to be served immediately when sent by Vision Media. If the Affiliate does not agree to the changes the Affiliate should terminate this Agreement in accordance with its terms. The Affiliate’s continued participation in the Partners Only affiliate program after Vision Media have posted the changes will constitute binding acceptance of such changes.
 
1. Definition and interpretation

 

 


"Affiliate" means any natural and legal persons who, after having entered into Vision Media Terms and Conditions, makes space on their homepage, website, other media platform or e-mail, etc. ("Affiliate Site" or  "Advertising Space") available to Vision Media for the marketing of the Business and/or Services and acquisition of New Depositors.
 
“Sub-Affiliate” means any natural and legal person who, after having entered into collaboration with the Affiliate, makes space on his homepage, website, email or other media platform available to Vision Media for the marketing of the Business and/or Services and the acquisition of New Depositors."
 
"Bonuses" means any so-called "free money", "free bets", "free-games", "money-back",  "top-ups" and/or similar; and/or vouchers, rebates, discounts and/or similar that the New Depositor can utilise as payment for stakes (bets).
 
"Brand" means the name, concept or identity under which the Services or Business is generally, and from time to time, recognized in the public domain worldwide. The Brand is and remains the sole property of Vision Media.
 
"Business" means the Vision Media’s business consisting of Fixed Odds Betting, the Other Betting and Gaming Activities and New Activities.
 
"Confidential Information" means any information of a commercial value, essential for any of the Parties, such as, but not limited to: technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, information concerning research, databases, New Depositor lists, prospect and New Depositor data, supplier lists, marketing plans, product development, manner of operation or financial condition or prospects.
 
“Commission: means the compensation due to the Affiliate based on the agreed percentage of Net Revenue generated by the New Depositor at VM Sites.”
 
"Database" means the database regarding Affiliates and New Depositors, containing any Vision Media proprietary New Depositor data with relevance to the Agreement, including without limitation personal data and contact information, and excluding all other Vision Media databases, as it stands as of the date of this Agreement, and as it stands until the date of this Agreement being terminated.  The Databases are assets of a financial value belonging to Vision Media and represent a substantial investment made by Vision Media.
 
"Intellectual Property Rights" means any rights in computer software (including source codes), rights in databases, rights in know-how, design rights, topography rights, copyrights, trademarks, domain names, utility models, brands, business names, registrations of and applications to register any of the aforesaid items and/or rights in the nature of any of the aforesaid items.

 

 

"Payment Agent" means the person appointed by Vision Media to carry out on its behalf and name payments to the Affiliates;
 
"Personal data" means any information relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation any and all information in relation to New Depositors and/or Affiliates.
 
"New Activities" means any services or products related to the Business which are not offered through Vision Media websites as of the date of this Agreement and which will be offered through VM Sites following the date hereof.
 
"New Depositor" means a new customer having made, in compliance with the from time to time existing Vision Media terms and conditions (‘the Rules’), a first minimum deposit with a VM Site, or the equivalent amount in any other by Vision Media accepted currency, or more, and which deposit is utilized for bona fide transactions with an ultimate aim to establish and enter a normal commercial relationship with Vision Media within the framework of the Business.
 
"Net Revenue" is defined as Revenues less Deductions as listed below:

 

Revenues (all by New Depositors)
• On sportsbook activities, all gross monies received by us in respect of all settled bets
• On casino, slots and video bingo activities, all funds transferred in
• On poker activity, the gross rake and buy-in fees
• On live bingo activity, the gross stake

 

Deductions
• Funds transferred out
• All monies paid out as winnings
• Licensing and network fees
• Bonuses (including rake back, cash back, poker chips bonus)
• Returned stakes
• Transactions which are reversed by instruction from the card-holder's bank (commonly referred to as charge-backs)
• Bad debts
• Fraud

 

 For the avoidance of doubt, any amounts referred to hereinabove in this definition are amounts attributable to a New Depositor only and are allocated pro rata subject to their participation in the revenue/costs generating events and the Affiliate concerned.

 

"Services" means the concept under which the Business is generally provided and, from time to time, made available in the public domain, in the format of language and localized customized homepages combined with call centre staff having the relevant language skills.

 

"Technical Platform" means a technical tool, back office modules, functionalities and data, as for instance Income Access, to record, register and monitor the relevant Affiliate activities, Business and other activities between Vision Media and New Depositors, which materialize via the advertising space of the Affiliate concerned, ultimately allowing the management of Affiliates ‘s New Depositor accounts opened at VM Sites.

 

"Vision Media" means Vision Media Services N.V and any of the subsidiaries of Vision Media Services. These include Vision Media’s Brands including BetMotion, Apostouganhou, Copacabana Poker and Apostogano.  The contractual party in this Agreement, notably for payment, invoicing and other financial purposes, is and remains solely Vision Media Services N.V.

 

2. General scope and object.

 

 

a) Vision Media requires third party advertising space to promote its Brands and increase its Business, notably via increasing the number of New Depositors, and will, from time to time in cooperation with third parties, negotiate, sign and carry out its affiliate marketing strategy. In the event Vision Media uses a third party for the (partial) roll-out of its affiliate marketing strategy, including contract negotiation, day-to-day management of the Technical platform, payment processing, marketing or other activities, this irrespective of the legal capacity of the intermediary, whether as agent, subcontractor or other, Vision Media Services N.V. is and remains exclusively responsible for the proper execution of the Agreement.
 
b) Vision Media expressly states that the promoting or soliciting of bets is subject to legal restrictions in some countries and may even be prohibited in some cases.  These restrictions may vary from time to time. Thus, the Affiliate acknowledges that - should the promoting or soliciting of bets or the participation in prize games be prohibited under the rules and regulations of its country of domicile or be permissible only under certain preconditions not met - it may not enter into this agreement and shall, consequently, also not be entitled to post the link on its website.   Should any disadvantages whatsoever arise for Vision Media or the Affiliate due to disregard of the relevant prohibitions in the country of domicile of the Affiliate, the Affiliate shall be exclusively liable for such disadvantages.
 
c) The Affiliate further confirms that it operates the Affiliate Site under its own name and that it is fully and without restrictions authorised to dispose thereof.

 

 

d) Unless otherwise agreed in writing by the Parties, each Party shall remain exclusively responsible for all and any expenses (including investment and/or running costs) incurred in respect of the obligations it undertakes in terms of this Agreement and will have no right of recourse against the other Party in respect thereof.

 

3. The Affiliate’s  integration in the Partners Only Affiliate Network

 


a) Upon conclusion of the Agreement, a unique partner identification code is assigned to the Affiliate, and Affiliate is integrated in the Technical Platform. By means of the link code assigned within the scope of the Partners Only Affiliate strategy, New Depositors acquired via the link on the Affiliate's website and the bets placed during such sessions are registered and/or can be further tracked.
 
b) The preparation of additional advertising material relating to Vision Media is only permissible with Vision Media’s consent. Advertising material (of any kind whatsoever) may thus only be used after prior written approval by Vision Media.
 
c) A change of the URL address of the Affiliate Site shall not constitute a change to the agreement and shall not affect its rights and obligations arising from this agreement.

 

 

4. The Links

 

 

a) Throughout the Term, the Affiliate shall prominently incorporate and continually display the most up to date Links provided to the Affiliate by Vision Media on all pages of the Affiliate Site in a manner and location agreed between the Affiliate and Vision Media and the Affiliate shall not alter the form, location or operation of the Links without Vision Media's prior consent.
 
b) The Affiliate agrees to give Vision Media the Affiliate’s reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
 
c) The Affiliate shall ensure that the Affiliate does not place any Links on pages of the Affiliate Site aimed at persons under the age of 18 years.
 
d) In the event that the Affiliate wishes to place the Links on websites other than the Affiliate Site, the Affiliate must first obtain Vision Media's written consent.
 
e) Vision Media has the right to monitor the Affiliate Site to ensure the Affiliate are complying with the terms of this Agreement and the Affiliate shall provide Vision Media with all data and information (including passwords) to enable Vision Media to perform such monitoring at no charge.
 
f) The Affiliate may not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to any of Vision Media's trademarks or otherwise include the word "Vision Media", “Apostouganhou”, “Apostogano”, “Copacabana Poker”, “BetMotion” or “Partners Only” or variations thereof, or include metatags on the Affiliate Site which are identical or similar to any of Vision Media's trademarks.
 
g) Neither the Affiliate nor the Affiliate’s friends or relatives are eligible to become New Depositors (as defined below) and the Affiliate shall not be entitled to any share of Net Revenue or any Fees (or any other remuneration from Vision Media) in relation to such relatives or friends. Relatives in this context shall include (without limitation) the Affiliate’s spouse, partner, parent, child or sibling.
 
h) The Affiliate shall indemnify on demand and hold harmless Vision Media from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Vision Media in consequence of any breach by the Affiliate of this Agreement.
 
i) The Affiliate shall not:
 
i. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or other benefit) for using the Links on the Affiliate Site to access the VM Sites (e.g. by implementing any "rewards" program for persons or entities who use the Links on the Affiliate Site to access VM Sites);
 
ii. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Vision Media by any person or entity;

 

 

 

iii. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the VM Sites;
 
iv. engage in transactions of any kind on the VM Sites on behalf of any third party, or authorise, assist, or encourage any other person or entity to do so;
 
v. take any action that could reasonably cause any end user confusion as to Vision Media’s relationship with the Affiliate, or as to the site on which any functions or transactions are occurring;

 

 

vi. other than providing the Links on the Affiliate Site in accordance with this Agreement and any promotion contemplated by Clause 4 (j), post or serve any advertisements or promotional content promoting VM Sites;

 

 

vii. post or serve any advertisements or promotional content promoting the VM Sites or otherwise around or in conjunction with the display of the VM Sites (e.g., through any "framing" technique or technology or pop-up windows or pop-under windows), or assist, authorise or encourage any third party to take any such action;
 
viii. attempt to artificially increase monies payable to the Affiliate by Vision Media;
 
ix. cause the VM Sites(or any page thereof) to open in a visitor's browser other than as a result of the visitor clicking on a Link on the Affiliate Site; or

 

 

 

x. attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in the Partners Only affiliate program.
 
xi. use any form of spam (including search engine spamming or spamdexing) or unsolicited mail in its attempts to refer New Depositors to the VM Sites.

 

 

xii. Be under eighteen (18) years of age; and he/she is obliged to provide Vision Media upon simple request at any time a copy of his/her ID and billing address if needed. Vision Media reserves the right at any time to request that the Affiliate or player produce documents to verify his/her identity and/or other facts.  Refusal to do so may be considered, at Vision Media’s sole discretion, as fraudulent activity that will be subject to all the consequences listed above.

 

xiii. Vision Media determines, in its sole discretion, which the Affiliate has engaged in any of the foregoing activities or doubtful patterns, and the list above is not limitative. As a result Vision Media may without limiting any other rights or remedies available to it, (a) withhold any monies otherwise payable to the Affiliate, in particular adjust the commission earned on the offending player in the affiliate account to 0%, sever the relationship between the affiliate and the player account and/or (b) close the player and/or affiliate account and/or immediately terminate this Agreement.

 

 

j) If the Affiliate contacts any of the Affiliate’s users to promote the VM Sites or the Links, the Affiliate shall make clear in the body of any such communication that such communication is made without the knowledge or involvement of Vision Media and that any complaint that the relevant user may wish to make should be addressed to the Affiliate and not Vision Media.
 
k) The Affiliate shall at all times comply with the reasonable data protection standards and any other related or similar legislation. 

 

 

l) In any event, the Affiliate shall inform users of the Affiliate Site ("Users"), via a privacy policy or other appropriate means, that tracking technology will be installed on the User’s hard drive when a User clicks on the Links.

 

5. Vision Media's Obligations and rights

 

 

a) Vision Media shall supply the Affiliate with the Links for inclusion on the Affiliate Site and may update such Links from time to time.
 
b) Subject to the Affiliate complying with Vision Media's instructions with regard to tracking of New Depositors accessing the VM Sites via the Links on the Affiliate Site, Vision Media shall use its reasonable endeavours to ensure that whenever a New Depositor links to the VM Sites through the Links on the Affiliate Site and they subsequently place a bet with Vision Media, the relevant New Depositor is identified as originating from the Affiliate Site. However, Vision Media shall not be liable to the Affiliate in any way if Vision Media is unable to identify a New Depositor as originating from the Affiliate Site.
 
c) Vision Media shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including without limitation its payment obligations pursuant to clause 6) through any company within the group of companies containing Vision Media.
 
d) Vision Media shall have the discretional right to accept or decline any offer to execute the
Vision Media General Affiliate Marketing Agreement.  In the event Vision Media declines an offer, 
it shall not be obliged to indicate a reason, nor shall any compensation, remuneration 
or other indemnity be due. 
 
e) Vision Media shall develop and make available to the Affiliates advertising material for 
the advertising space of the Affiliate (Vision Media Contents). 
 
f) Vision Media shall have the discretional right to select an adequate Technical platform, 
including without limitation Income Access and/or similar technologies.
 
6. Commission, Payment and Payment Terms

 

 

 

a) The Affiliate in the Partners Only Affiliate Network shall be entitled to receive, on a monthly basis a revenue based on a percentage (to be agreed upon between the parties) of the Net Revenue ("Commission"). 
 
b) Affiliate shall be entitled to receive the Commission for each New Depositor for a lifetime value from the date of the first deposit made by the New Depositors, except in the event of a termination of the Agreement. In the event of the termination of the Agreement, the payment of the Commission shall end after a period of 6 months following the date of the effective termination of the Agreement.
The termination of the agreement by PartnersOnly may include the fact that the Affiliate may have stopped generating new depositing players during a period of six (devil) months or more. PartnersOnly will take into account the last registered deposit of the last player for this six month period. In case that PartnersOnly does not send any kind of communication to the affiliate stating otherwise the agreement will be terminated. PartnersOnly is under no obligation to send notice to the affiliate that the agreement has been terminated between both parties. 
 
c) To receive revenue based on a percentage of the Net Revenue of his Sub-Affiliate, the Affiliate shall register the sub-affiliate through the Partners Only Affiliate Network. The Affiliate is individually responsible for registering his Sub-Affiliate and cannot claim revenue from a Sub-Affiliate not registered through the Partners Only Affiliate Network. The Terms and Conditions shall apply to the Sub-Affiliate. The Affiliate undertakes the responsibility to not use a fictitious name or alias when registering a Sub-Affiliate and is not allowed to register himself as a Sub-Affiliate. The Affiliate is entitled to receive 10% of his Sub-Affiliate’s commission.
 
d) Vision Media shall provide the Affiliate with statements accessible through the Technical Platform at http://www.incomeaccess.com detailing the number of New Depositors and the Affiliate’s share of Net Revenue, if any, which have accrued to the Affiliate over the course of the calendar month. Such statements shall in principle be updated daily. At the end of a calendar month, Vision Media shall record the Affiliate’s total share of Net Revenues, if any, during the previous calendar month ("Commission"). If a Revenue Share does not exceed 100 USD or similar, Vision Media shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forward sum) exceeds 100 USD or similar.
 
e) It is understood and agreed that Affiliate has at any time secured real time access to the Technical Platform, always provided that Vision Media does not object such access for duly motivated reasons, such as network and IT maintenance and/or security threats.   Affiliate understands and accepts that the real time data of the Technical Platform are merely estimations and/or have an indicative value.  After the end of each calendar month, shall Vision Media provide Affiliate with a consolidated monthly statement containing the aggregated and accurate data concerning the generated Net Revenues and the commissions of each Affiliate.
 
f) Affiliate understands and accepts that access to the Partners Only Technical Platform, including without limitation the Income Access back-office module, is subject to the highest confidentiality obligation and any misuse, whether intentionally or not, of said limited access right shall be considered as a substantial breach of essential obligations under the present Agreement (obligation of result).
 
g) All payments to Affiliate shall be made by a Payment Agent appointed by Vision Media.  Both Parties agree and acknowledge that Vision Media may change from time to time, and at its sole discretion, the payment method and/or Payment Agent, always provided Vision Media Services N.V. is and remains exclusively responsible for payment of any amounts due. 
 
h) All payments required to be made under this Agreement shall be made in USD. The applicable exchange rate, if any, shall be the ones from time to time used by Vision Media for internal Group reconciliation purposes, as for currently reported by OANDA (http://www.oanda.com) a registered Futures Commission Merchant (FCM) with the Commodity Futures Trading Commission (CFTC) and a member of the National Futures Association (NFA ID #0325821).  For the avoidance of doubt, all payments shall be made inclusive of VAT, if applicable and the Affiliate is individually responsible for withholding tax, VAT and social fees.
 
i) Invoices and payment are processed automatically through the Income Access technical platform. Payments shall be made between the 15th and 30th of the following month of each calendar month.

 

 


j) In the calculation of Net Revenues, when a New Depositor account results in a negative balance for the Affiliate, due to New Depositor winnings and/or bonuses, the said balance will be set to zero at the beginning of each month. No negative carry over will be taken into account from one month to another in the calculation of the Commission due to the Affiliate.

 

 

 7. Intellectual Property

 

 

a) Nothing in this Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights, including, without limitation, patents, trademarks, service marks, registered designs, copyrights, database rights, rights in designs, inventions and Confidential Information, etc. which arise in result of entering into or the performance of this Agreement.
 
b) All Intellectual Property Rights created and/or deriving out of this Agreement, including, without limitation, banners, advertising material, contents, the Database, including contents and personal data, shall be or become the sole property of Vision Media, and Affiliate shall have absolutely no rights therein. 
 
c) Vision Media grants the Affiliate a non-exclusive and worldwide right to display the Vision Media Brand features and related content (the "Vision Media Content") during the Term solely for the purposes of the display of the Links by the Affiliate on the Affiliate Site as set out in this Agreement and in accordance with Vision Media' guidelines as may be provided to the Affiliate from time to time. All intellectual property rights and any goodwill arising in the Links and in all betting products, associated systems and software relating to the services provided by Vision Media to its New Depositors from time to time shall remain the property of Vision Media. The Affiliate is not permitted to use the Vision Media Content in any way that is detrimental to Vision Media or the reputation or goodwill of Vision Media. The Affiliate is not permitted to alter or modify in any way the Vision Media Content without the express prior written consent of Vision Media.
 
d) In particular, unless prior written approval, the Affiliate may not purchase or register domains names which are identical or similar to any of Vision Media's trademarks or otherwise include the word "Vision Media", “Apostouganhou”, “Apostogano”, “Copacabana Poker”, “BetMotion”, “Partners Only” or variations which are identical or confusingly similar to any of Vision Media's trademarks.
 
e) The Parties agree that the right mentioned in Clause 7 (c) is non-transferable and terminable at any time at the instance of Vision Media.
 
f) The Affiliate agrees that the Affiliate Site shall not resemble in any way the appearance and/or the general impression of the VM Sites, nor will the Affiliate create the impression that the Affiliate Site is the VM Sites (or any part thereof).
 
g) Upon termination of this Agreement, each Party shall hand over to the other Party proprietary material or information, and, as the case may be, destroy in a secure manner remaining copies of the same. Notwithstanding any disposition to the contrary in this Agreement, Affiliate acknowledges that after termination of the Agreement, it will not be allowed to keep a copy of the Vision Media Content, the Databases, personal data or Confidential Information, and may not exploit, directly or indirectly, Vision Media proprietary information, materials or works.

 

 

8. Warranties

 

 

a) Each party to this Agreement represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.
 
b) Each party to this Agreement represents, warrants and undertakes to the other that it has obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable it to fulfil its obligations under this Agreement and that it fully complies with, and shall continue fully to comply with, the preconditions set out in Clause 3 and all applicable laws and regulations.
 
c) The Affiliate represents, warrants and undertakes that the Affiliate Site shall contain no material which is defamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third party rights and shall not link to any such material.
 
d) The Affiliate warrants that it shall at all times comply with any local and international data protection standards any other related legislation and the Affiliate shall indemnify on demand and hold harmless Vision Media from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Vision Media in consequence of any breach by the Affiliate of this warranty.
 
e) Vision Media is associated with companies working for the prevention of gambling addiction (Gamcare). The affiliate should provide all the information to fight the dependence on game. The affiliate should place links directed to the aforementioned sites.
 
f) Avoid the access to children and young persons. Affiliates must not deliberately provide facilities for gambling in such a way as to appeal particularly to children or young people, for example by reflecting or being associated with youth culture.
 
g) The Affiliate acknowledges and accepts Vision Media's adherence to the UK Gambling Commission standards and its responsible gaming and betting policy.

 

 

9. Disclaimer

 


Vision Media makes no representation that the operation of the VM Sites will be uninterrupted or error-free and Vision Media will not be liable for the consequences of any interruptions or errors.

 

 

10. Indemnity

 


The Affiliate (the "Indemnifying Party") shall indemnify on demand and hold harmless Vision Media and each of its associates, officers, directors, employees, agents, shareholders and partners (the "Indemnified Party") from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by the Indemnified Party in consequence of any breach, non performance or non observance by such Indemnifying Party of any of the obligations or warranties on the part of the Indemnifying Party contained in this Agreement.

 

 

11. Exclusion of Liability

 

 

a) Nothing in this Clause shall limit Vision Media's liability resulting from willful misconduct.
 
b) Vision Media shall not be liable, in contract, tort (including without limitation negligence) or for breach of statutory duty or in any other way for:
 
i. any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or
 
ii.  any loss of goodwill or reputation; or
 
iii. any indirect or consequential losses
in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, or any other matter under this Agreement.
 
c) The liability of Vision Media shall not, in any event, exceed the sum of the total monies paid by Vision Media to the Affiliate over the 12 months period preceding the date on which such liability accrued.

 

 

12. Term and Events of Default

 

 

a) This Agreement shall start on the date that Vision Media notifies the Affiliate that its application has been successful in accordance with Clause 4. This Agreement shall continue thereafter unless and until terminated in accordance with Clauses 13 (b), (c) and (e) (hereinafter the "Term).
 
b) Notwithstanding Clause 12 (a), Vision Media may bring the Term to an end with immediate effect by written notice to the Affiliate if:
 
i. the Affiliate commits a breach of its material obligations under this Agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice from the other;
 
ii. the Affiliate becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.
 
iii. the Affiliate sells its business, or any part herein, and/or registers any change of beneficial owner.
 
c) Notwithstanding Clauses 12 (a) and (b) Vision Media may unilaterally terminate this Agreement on delivery of two weeks' prior written notice to the other party, and without giving any reason therefore.
 
d) Vision Media shall forthwith give notice in writing to the other party of any event within clause 12(b)(ii) which occurs during the Term and which would entitle Vision Media to bring the Term to an end.
 
e) The parties shall have no further obligations or rights under this Agreement after the end of the Term, without prejudice to any obligations or rights which have accrued to either party at the time when the Agreement ends save that clauses 1, 2, 8, 9, 11, 12, 13(e), and 14, together with those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the end of the Term.

 

 

13. General

 


a) This Agreement constitutes the entire Agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, 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 this Agreement. Nothing in this clause shall operate to limit or exclude any liability for fraud.
 
b) In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
 
c) The Affiliate shall not without the prior written consent of the other party assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-license or deal with this Agreement or any rights under this Agreement, or sub-contract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
 
d) If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
 
e) Any notice given or made under this Agreement to Vision Media shall be by email to (email) and marked for the attention of Affiliates Manager (or as otherwise notified by Vision Media hereunder). Vision Media shall send the Affiliate any notices given or made under this Agreement to the email address supplied on the Affiliate’s application form or such other email address as notified by the Affiliate to Vision Media. Any notice shall be deemed to have been received within two hours of delivery provided that if deemed receipt occurs before 9.00a.m. on a Work Day the notice shall be deemed to have been received at 9.00a.m. on that day, and if deemed receipt occurs after 5.00p.m. on a Work Day, or on any day which is not a Work Day, the notice shall be deemed to have been received at 9.00a.m. on the next Work Day. "Work Day" shall mean any day which is not a Saturday, a Sunday or a bank or public holiday in Curacao or United Kingdom.
 
f) Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
 
g) Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

 

 

 

h) Neither party shall make any announcement relating to this Agreement or its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority.
 
i) The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the laws of in Curacao. Each party irrevocably submits to the Curacao of Justice over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability.
 

 

14. Severability

 


Should one of the contractual provisions be or become ineffective, said ineffective provision will be replaced by one which shall come as close as possible to the commercial purpose of the void agreement. All other stipulations of the agreement shall continue in full force and effect.

 

 

15. Counterparts

 


This may be executed in any number of counterparts, each of which when executed and delivered shall be an original, however, all counterparts together shall constitute one and the same instrument.
 
The Terms & Conditions were last updated on 06.06.2012