a) This document (the "Agreement") sets out the terms and conditions agreed between EAST INDUSTRIES GROUP LIMITED / BLUE EAST SYNCHRONOUS TECHNOLOGY INC. (hereinafter " BETEAST "), a company duly registered under Cagayan Economic Zone Authority (CEZA) by means of having its registered office at Makati, Philippines and being regulated and licensed by the First Cagayan Leisure & Resort Corporation (FCLRC) 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) BETEAST’s affiliate program (hereinafter “BETEAST Affiliates”, or “BETEAST Affiliates Program”) and to promote BETEAST.com (hereinafter “Site”) and the creation of internet hyperlinks from the Affiliate’s website to this Site (hereinafter the "Links").
b) BETEAST 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 BETEAST. 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 BETEAST Affiliates program after BETEAST have posted the changes will constitute binding acceptance of such changes.
DEFINITION AND INTERPRETATION
"Affiliate" means any natural and legal persons who, after having entered into BETEAST Terms and Conditions, makes space on their homepage, website, other media platform or e-mail, etc. ("Affiliate Site" or "Advertising Space") available to BETEAST 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 BETEAST 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 BETEAST.
"Business" means the BETEAST’ 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 Profit generated by the New Depositor at Site.”
"Database" means the database regarding Affiliates and New Depositors, containing any BETEAST proprietary New Depositor data with relevance to the Agreement, including without limitation personal data and contact information, and excluding all other BETEAST 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 BETEAST and represent a substantial investment made by BETEAST.
"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 BETEAST 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 BETEAST websites as of the date of this Agreement and which will be offered through Sites following the date hereof, such as the provision of Bingo or Poker gameplay.
"New Depositor" means a new customer having made, in compliance with the from time to time existing BETEAST terms and conditions (‘the Rules’), a first minimum deposit with the Sites, or the equivalent amount in any other by BETEAST 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 BETEAST within the framework of the Business.
"Net Profit" means the total sum of the following two (2) components:
(i) on sports activities, all gross monies received by us in respect of all settled bets made by New Depositors after deducting; (i) monies paid out to New Depositors as winnings; and (ii) customer acquisition and retention bonuses.
(ii) on casino activities, all gross monies received by us in respect of all settled casino bets made by New Depositors after deducting; (i) monies paid out to New Depositors as winnings; and (ii) customer acquisition and retention bonuses. 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 BETEAST and New Depositors, which materialize via the advertising space of the Affiliate concerned, ultimately allowing the management of Affiliates‘ New Depositor accounts opened at Site.
"BETEAST" means EAST INDUSTRIES GROUP LIMITED / BLUE EAST SYNCHRONOUS TECHNOLOGY INC. and any of the subsidiaries of EAST INDUSTRIES GROUP LIMITED / BLUE EAST SYNCHRONOUS TECHNOLOGY INC., or any name the company trades as, such as BETEAST. These include BETEAST’s Brands including BETEAST Sportsbook and BETEAST Casino and any future brands. The contractual party in this Agreement, notably for payment, invoicing and other financial purposes, is and remains solely EAST INDUSTRIES GROUP LIMITED / BLUE EAST SYNCHRONOUS TECHNOLOGY INC.
1. GENERAL SCOPE AND OBJECT
a) BETEAST requires third party advertising space to promote its Brands and increase its Business, notably via 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 BETEAST 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, BETEAST is and remains exclusively responsible for the proper execution of the Agreement.
b) BETEAST 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 BETEAST 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.
2. THE AFFILIATE’S INTEGRATION IN THE BETEAST AFFILIATES 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 BETEAST 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 BETEAST is only permissible with BETEAST’s consent. Advertising material (of any kind whatsoever) may thus only be used after prior written approval by BETEAST.
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.
3. THE LINKS
a) The Affiliate agrees to give BETEAST the Affiliate’s reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
b) 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.
c) In the event that the Affiliate wishes to place the Links on websites other than the Affiliate Site, the Affiliate must first obtain BETEAST’ written consent.
d) 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 BETEAST ' trademarks or otherwise include the word " BETEAST ", “BETEAST Casino”, “BETEAST Sportsbook”,“ BETEAST Affiliates” or variations thereof, or include metatags on the Affiliate Site which are identical or similar to any of BETEAST 's trademarks.
e) 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 Profit or any Fees (or any other remuneration from BETEAST) in relation to such relatives or friends. Relatives in this context shall include (without limitation) the Affiliate’s spouse, partner, parent, child or sibling.
f) The Affiliate shall indemnify on demand and hold harmless BETEAST 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 BETEAST in consequence of any breach by the Affiliate of this Agreement.
g) 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 Site (e.g. by implementing any "rewards" program for persons or entities who use the Links on the Affiliate Site to access Site);
ii. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to BETEAST 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 Site;
iv. engage in transactions of any kind on the Site 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 BETEAST’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 Site;
vii. post or serve any advertisements or promotional content promoting the Site or otherwise around or in conjunction with the display of the Site (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 BETEAST;
ix. cause the Site (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 BETEAST 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 Site.
xii. Be under eighteen (18) years of age; and he/she is obliged to provide BETEAST upon simple request at any time a copy of his/her ID and billing address if needed. BETEAST 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 BETEAST’s sole discretion, as fraudulent activity that will be subject to all the consequences listed above.
xiii. BETEAST 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 BETEAST 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.
h) If the Affiliate contacts any of the Affiliate’s users to promote the Site 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 BETEAST and that any complaint that the relevant user may wish to make should be addressed to the Affiliate and not BETEAST.
i) The Affiliate shall at all times comply with the reasonable data protection standards and any other related or similar legislation.
4. BETEAST 'S OBLIGATIONS AND RIGHTS
a) BETEAST 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 BETEAST ' instructions with regard to tracking of New Depositors accessing the Site via the Links on the Affiliate Site, BETEAST shall use its reasonable endeavours to ensure that whenever a New Depositor links to the Site through the Links on the Affiliate Site and they subsequently place a bet with BETEAST, the relevant New Depositor is identified as originating from the Affiliate Site. However, BETEAST shall not be liable to the Affiliate in any way if BETEAST is unable to identify a New Depositor as originating from the Affiliate Site.
c) BETEAST 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 BETEAST.
d) BETEAST shall have the discretional right to accept or decline any offer to execute the BETEAST General Affiliate Marketing Agreement. In the event BETEAST declines an offer, it shall not be obliged to indicate a reason, nor shall any compensation, remuneration or other indemnity be due.
e) BETEAST shall develop and make available to the Affiliates advertising material for the advertising space of the Affiliate (BETEAST Contents).
f) BETEAST shall have the discretional right to select an adequate Technical platform, including without limitation to Income Access and/or similar technologies.
5. COMMISSION, PAYMENT AND PAYMENT TERMS
a) The Affiliate in the BETEAST 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 Profit ("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.
c) To receive revenue based on a percentage of his Sub-Affiliate’s calculated monthly commission, the Affiliate shall register the sub-affiliate through the BETEAST Affiliate Network. The Affiliate is individually responsible for registering his Sub-Affiliate and cannot claim revenue from a Sub-Affiliate not registered through the BETEAST Affiliate Network. This can be done using a dedicated Sub-Affiliate tracking link unique to the Affiliate. 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 2% of his Sub-Affiliate’s monthly commission.
d) BETEAST shall provide the Affiliate with statements accessible through the Technical Platform hosted at www.IncomeAccess.com detailing the number of New Depositors and the Affiliate’s share of Net Profit, if any, which have accrued to the Affiliate over the course of the calendar month. Such statements shall in principle be updated daily and represent a conversion as calculated by the crypto-currency to USD conversion found at http://coinmarketcap.com. At the end of a calendar month, BETEAST shall record the Affiliate’s total share of Net Profits in US Dollars, as converted at 23:59 Irish time on the last day of the calendar month, during the previous calendar month ("Commission"). If the Affiliate has chosen to be paid by any other means other than to a BETEAST Player Account (such as Moneybookers, Neteller or National or International Wire Transfer) and if a Revenue Share does not exceed 100 USD (or 300 USD for all Wire Transfers) or 0.1 BTC, BETEAST 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 these amounts.
e) It is understood and agreed that Affiliate has at any time secured access to the Technical Platform, always provided that BETEAST 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 data held within the Technical Platform is uploaded retrospectively each day and that periodic IT maintenance may effect BETEAST’s ability to do so from time to time. After the end of each calendar month, shall BETEAST provide Affiliate with a consolidated monthly statement containing the aggregated and accurate data concerning the generated Net Profits and the commissions of each Affiliate.
f) Affiliate understands and accepts that access to the BETEAST Affiliates Technical Platform, including without limitation the Affiliate Software 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 BETEAST. Both Parties agree and acknowledge that BETEAST may change from time to time, and at its sole discretion, the payment method and/or Payment Agent, always provided BETEAST 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 BETEAST 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. 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 by the 15th the following month of each calendar month.
j) ) In the calculation of Net Profit, when a New Depositor account results in a negative balance for the Affiliate, due to New Depositor winnings and/or bonuses, the said negative balance will carry over to the beginning of each month.
6. 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 BETEAST, and Affiliate shall have absolutely no rights therein.
c) BETEAST grants the Affiliate a non-exclusive and worldwide right to display the BETEAST and BETEAST Brand features and related content (the " BETEAST 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 BETEAST ' 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 BETEAST to its New Depositors from time to time shall remain the property of BETEAST. The Affiliate is not permitted to use the BETEAST Content in any way that is detrimental to BETEAST or the reputation or goodwill of BETEAST. The Affiliate is not permitted to alter or modify in any way the BETEAST Content without the express prior written consent of BETEAST.
d) In particular, unless prior written approval, the Affiliate may not purchase or register domains names which are identical or similar to any of BETEAST ' trademarks or otherwise include the word " BETEAST ", “BETEAST Casino”, “BETEAST Sportsbook”, “BETEAST Affiliates” or variations which are identical or confusingly similar to any of BETEAST '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 BETEAST.
f) The Affiliate agrees that the Affiliate Site shall not resemble in any way the appearance and/or the general impression of the Site, nor will the Affiliate create the impression that the Affiliate Site is the Site (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 BETEAST Content, the Databases, personal data or Confidential Information, and may not exploit, directly or indirectly, BETEAST proprietary information, materials or works.
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 BETEAST 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 BETEAST in consequence of any breach by the Affiliate of this warranty.
e) BETEAST 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 BETEAST 's adherence to the Irish Licensing Authority e-Gaming Licensing Authority standards and its responsible gaming and betting policy.
BETEAST makes no representation that the operation of the Site will be uninterrupted or error-free and BETEAST will not be liable for the consequences of any interruptions or errors.
The Affiliate (the "Indemnifying Party") shall indemnify on demand and hold harmless BETEAST 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.
10. EXCLUSION OF LIABILITY
a) Nothing in this Clause shall limit BETEAST 's liability resulting from wilful misconduct.
b) BETEAST 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 BETEAST shall not, in any event, exceed the sum of the total monies paid by BETEAST to the Affiliate over the 12 months period preceding the date on which such liability accrued.
11. TERM AND EVENTS OF DEFAULT
a) This Agreement shall start on the date that BETEAST 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 12 (b), (c) and (d) (hereinafter the "Term).
b) Notwithstanding Clause 12 (a), BETEAST 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.
) BETEAST 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 BETEAST to bring the Term to an end.
d) 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.
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 BETEAST shall be by email to (email) and marked for the attention of Affiliates Manager (or as otherwise notified by BETEAST hereunder). BETEAST 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 BETEAST. 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 Ireland.
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 the Republic of Ireland.
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.
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.