Affiliation Program Terms and Conditions
Last modified 31-03-2010
The following is an agreement (this "Agreement") by and between ourselves, operating the Aff Europe affiliate program and you, which contains the Terms and Conditions that apply to all members of our Aff Europe affiliate program.
Please carefully read this Agreement in its entirety. By submitting the application form located here you will be deemed to have agreed to join our Affiliate Program and to be bound by the Terms and Conditions set out in this Agreement and this Agreement will become valid and binding between you and us.
1. Definitions
The following terms shall have the meaning as described here under:
"Affiliate" a member of the Aff Europe affiliate program.
"Casino Revenue Share" means the amount of Casino bets minus Casino winnings minus Casino bonuses plus adjustments to Casino bonuses.
"Chargeback" is a credit card transaction which is not collectable by the credit card company as a result of customer non-payment or fraudulent credit card use.
"CPA Payment" is the one-time payment for every qualifying Player payable to you if you choose the CPA payment plan.
"Deposits" are the funds transferred by Players to their player accounts at the relevant Sites.
"Fraud" means an actual or attempted act by you or any Player which is (i) illegal in any applicable jurisdiction, (ii) made in bad faith, or (iii) intended to defraud us or any of the Sites and/or circumvent any contractual or legal restrictions, regardless of whether such act or attempted act actually causes us or any of the Sites any damage or harm. Fraud shall include, without limitation, collusion; abuse of bonuses or other promotions; violation of money-laundering or other laws and regulations; Spamming; false, misleading or unauthorized advertising or representations; use of stolen credit cards; and unauthorized use of any intellectual property rights (including third parties’ and any of our or the Sites’ rights).
"Hybrid Payment Plan" is the payment plan for every qualifying player payable to you if you choose the Hybrid payment plan.
"Player" is a person that enters any Site via your Tracker(s), has opened a new player account with such Site and is qualified and authorized to access and use the Site in accordance with the terms and conditions of use of such Site and with all applicable laws, rules and regulations.
"Promotion Mails" means graphical artwork or text regarding specific promotion campaigns, sent by us from time to time for dissemination by you.
"Revenue Commission" is the percentage of Net Revenue in Casino payable to you if you choose the Revenue Share payment plan.
"Sites" refers to the Aff Europe casino client websites located at http://www.cityclubcasino.com and http://www.crowneurope.com and all of their related pages.
"Spam" means emails and messages that meet any one or more of the following criteria: (i) unsolicited mailing, usually sent to a large number of addressees; (ii) contains false or misleading statements; (iii) does not truthfully identify the source or the originating IP Address and / or the originating email address; (iv) does not contain an online and real time Remove option, (v) bundles certain software with other software, or (vi) inserts icons or causes software download or installation or similar action without the consent of the addressee.
In general, if you want to collect emails from your web site and later send them, you should use promotional announcements with a double opt-in method, i.e.:
- The visitor fills his / her email in a form on your site
- The same email address then automatically receives an email with a random number that must be filled in a form or query string on your site: http://www.yoursite.com/maillist.asp?visitor's@email.com&num=randomnumber
As long as your visitor does not click on the link, you do not send him any emails (note the verification of both the email address and random number). This avoids people filling in false addresses, which can later turn into spam complaints.
"Sub-Affiliates" mean persons who join our Aff Europe affiliate program through your unique trackers as regular Affiliates, and in respect of which we shall pay you certain commissions, as further described in this Agreement.
"Text Links and Banners" are the graphic artwork or text that will be directed to Sites through your Tracker, to permit a Player to hyperlink from your website to any Site.
"Trackers" are the unique tracking URLs that we provide exclusively to you for the term of this Agreement, through which we track Players and calculate your Revenue Commission or CPA Payment, as applicable.
"Us" Aff Europe.
"You" the Affiliate.
2. Joining the Affiliate Program
Following receipt of your application form we will consider accepting you as an Affiliate in our Aff Europe affiliate program. Should we decide, in our sole and absolute discretion to accept you as an Affiliate, this Agreement will become binding between you and us, and we will grant you the non-exclusive, revocable right to direct potential players to the Sites, pursuant to the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right to direct potential players to the Sites or any other exclusive right in connection with the Sites or with the Aff Europe affiliate program other than the payment of the Revenue Share, CPA Payment or Hybrid payment as applicable, you will not have any rights relating to any Players. We may operate additional Affiliate programs in connection with the Sites or any other sites, and you will have no right with respect to such other programs, except for those rights we may expressly grant to you.
3. Our Rights and Obligations
Registering and Tracking Players
We will register your Players and track their play, and will calculate the amounts payable to you in accordance with the applicable payment plan. We reserve the right to require the Sites to refuse new Players or to close the accounts of existing Players if necessary in our sole discretion in order to comply with any requirements we may periodically establish, including without limitation with regard to Fraud, unlawful activity, breach of the respective Site’s terms and conditions of use, or otherwise.
Payments
We will make payments to you in accordance with the applicable payment plan, as set forth in detail below.
Recording Calls
All telephone conversations between you and any of our staff may be recorded, and you hereby consent to such recording. Any recordings will be treated in the strictest confidence and may be used by us in events of misunderstanding or dispute.
Reports
We will provide you with remote online access to reports regarding Player activity and the Revenue Commission generated (if applicable). The form, content and frequency of the reports will be subject to change at our discretion. If any statistics are lost for any reason or reasons outside of our control we will assume no liability for their loss.
Affiliate Identity
It is our policy to prohibit and actively prevent money laundering and any activity that facilitates money laundering or funding of terrorist or criminal activities. We will verify your identity through the information provided by you and by obtaining information from public sources and data. We will make our best efforts to reasonably ensure that we know the true identity of any of our Affiliates. You agree to provide us any supporting documents requested by us. You are aware that we have the right to delay payments if supporting documents are not provided. Supporting documents may include any or all of the following for individuals: valid passport copy; valid driving license copy; a copy of a utility bill; a letter of reference from your bank; and a copy of a bank statement. For a company, supporting documentation may include a copy of the company’s certification of incorporation; articles of association (or equivalent document); duly approved corporate resolution; a certificate of good standing; power of attorney; and information regarding the identity of the beneficiary owner of the company and the identity of the directors of the company.
Commitment to Confidentiality
We are committed at all times to maintaining the confidentiality of your identity and information. However, We shall be entitled to inform relevant authorities, online casino operators, other online service providers and banks, credit card companies, electronic payment providers or other financial institutions of your identity and of any suspected unlawful, fraudulent or improper activity, and you will cooperate fully with us to investigate any such activity.
4. Your Rights and Obligations
Marketing, Promotion and Link to Sites
By agreeing to participate in this affiliation Program, you agree to create a unique link from your site to one of the Casino clients. You may link to us with one or more of our banners or text link/s. With our written permission, you may link directly to our downloadable.exe file. These are the only methods by which you may advertise on our behalf. We will terminate this agreement immediately if there is any form of spamming or if you advertise our casino in any other unauthorized way. You shall not make any claims, representations, or warranties in connection with us, and you shall have no authority to, and shall not, bind us to any obligations.
Approved Layouts
You will use only our approved Text Links and Banners and Promotion Mails and will not alter their appearance, design or content, unless we give you our prior written authorization otherwise. At your request, we will provide you with a code that will enable you to post in your sites rotating banners from our marketing material. You understand and acknowledge that the appearance and contents of our Text Links and Banners and Promotion Mails constitute the only authorized and permitted representation of the Sites.
Legality of Use
You accept sole responsibility for determining whether your participation in our Affiliate Program is legal under any laws that apply to you. You understand that we do not provide you with any legal recommendation or assurance regarding such legality. Please consult legal counsel in the applicable jurisdiction if you have any doubts about the legality of your participation in our Affiliate Program or the receipt of any payments from us, under any applicable laws.
Limitation of Age
You can only participate in our Affiliate Program if you are of the legal age determined by any applicable laws in your jurisdiction. In any event and under any circumstances, you cannot participate in our Affiliate Program if you are under 18 years of age. We reserve the right to ask for proof of age from you and your account may be suspended until a satisfactory proof of age is provided to us. You will not by yourself, nor will you allow, assist or encourage others to, market and promote the Aff Europe affiliate program or any of the Sites, directly or indirectly, to persons that are less than 18 years of age or such higher age as may apply in the jurisdiction that you are targeting, or develop or implement marketing and promotion strategies in respect thereof.
Good Faith
You will not benefit from known or suspected traffic not generated in good faith whether or not it actually causes us damage. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge. Even if you have not knowingly generated such traffic, we reserve the right to withhold Advertising Revenue with respect to such traffic.
No Rake Backs or other incentives to Players
You may not at any time make rake-back payments or other form of payment or financial incentive to your Players. You will also not advertise or be engaged with any site that offers rake-backs. We reserve the right to withhold any amounts due to you if we believe you were involved in any rake-back activity.
License to use Trademarks
We hereby grant you a non-exclusive, revocable, non-transferable sublicense, for the term of this Agreement, to use any Trademarks solely for the display of the Text Links and Banners on your sites. This sublicense cannot be sublicensed, assigned or otherwise transferred by you, unless approved in writing by us. Your right to use the Trademarks is limited to and arises only out of the sublicense herein granted. We have the right to terminate this sublicense at any time by written notice to you. This sublicense will be terminated automatically upon the termination of this Agreement for any reason. You shall not assert the invalidity or unenforceability, or otherwise contest the ownership of the Trademarks, in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or any of the Sites’ rights (as an owner or licensee) in or to the Trademarks, or the right of any owner thereof, or render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You shall not register or attempt to register any logo, trade mark, trade name, design, domain name or similar identifying material that contain, are confusingly similar to or are comprised of any Trademarks.
Excluded Territories
You will not market or promote any Site within or to persons from any Excluded Territories; or be involved in any traffic coming from any Excluded Territories; or allow, assist or encourage circumvention of any restriction put in place by us and/or any Site in connection with Excluded Territories. "Excluded Territories" include the territories indicated in the list below, which may be changed by us from time to time. IT IS YOUR DUTY TO CONSULT AND CHECK REGULARLY THIS AGREEMENT REGARDING ANY CHANGES TO THIS LIST.
The Excluded Territories are as follows: AFGHANISTAN, ANTIGUA AND BARBUDA, BULGARIA, CHINA, CUBA, CYPRUS, ESTONIA, HONG KONG, IRAN, IRAQ, ISRAEL, KAHNAWAKE, LIBYA, MACAU, NETHERLANDS ANTILLES, REPUBLIC OF SERBIA, SUDAN, SYRIA, THE PHILIPPINES, TURKEY, USA AND ITS TERRITORIES.
Additional Restrictions
In addition and without derogating from any of the above, you will not at any time by yourself, nor will you allow, assist or encourage others to, do any of the following: (i) Use or cause Spamming; (ii) Do any act that disparages us or any of the Sites or that otherwise is damaging or is reasonably expected to be damaging to our goodwill or to the goodwill of any Site; (iii) In any way alter, affect or interfere with the operation or accessibility of the Sites or any page thereof; (iv) Do any act which causes your site or any other site to copy or resemble the look and feel of any of the Sites or attempt to pass as any of the Sites or create the impression that any such sites are the Sites or otherwise confuse potential Players in connection therewith; and (v) Communicate, engage or become involved with any of the Sites, in any way, without our prior written consent. In the event that the Affiliate is found to be in breach of the above, we reserve the right to suspend or terminate the Affiliate’s account and withhold payment of all monies due to the Affiliate until we are satisfied that the matter is resolved and that the Affiliate is no longer in breach of any of the above conditions.
5. Payments and Fees
The payment due and payable to you at the end of each calendar month will be determined according to the payment plan you choose. Under the Revenue Share payment plan, we will pay you the Revenue Commission as set forth below. Under the CPA payment plan, you will receive a one-time payment for every new Player directed by you to any Site who pays the requisite minimum deposit, as set forth below. Under the Hybrid payment plan you will receive a one-time payment for every new Player directed by you to any Site who pays the minimum requisite deposit as set out below in addition to paying the Revenue Commission as set out below.
Revenue Share Plan
As part of new exclusive CAP London offer we pay 30% commission from Casino Revenue Share on each qualifying player you direct.
CPA Plan
| Number of qualifying players you direct | You earn CPA |
|---|---|
| From 1-5 new players per month | $50 per player |
| From 6-15 new players per month | $75 per player |
| From 16-30 new Players per month | $100 per player |
| From 31-50 new Players per month | $125 per player |
| From 51-100 new Players per month | $150 per player |
| From 101-200 new Players per month | $200 per player |
| From 201-300 new Players per month | $250 per player |
| From 301-400 new Players per month | $300 per player |
| From 401 new Players and up per month | $400 per player |
Hybrid Scheme
Under the Hybrid scheme we pay $ CPA and 30% commission from Revenue Share on every qualifying player you direct.
If you have a alternative customized plan in mind contact an account manager to discuss terms. Your baseline percentage of commission will ultimately be determined and approved by the director of the Aff Europe affiliate program.
A ‘qualifying player’ means a new player, directed by you, who makes a minimum initial deposit of $50.
Additional information
Please note the following with regard to the CPA and Hybrid payment plans: (i) In any event of a Chargeback or issuance of credit to a qualifying Player, such a Player will not be considered for the purpose of the CPA or Hybrid plan, and any CPA or Hybrid Payment made to you in respect of such Player shall be deducted from future payments to you; and (ii) A CPA Payment will be due and payable to you in respect of a qualifying Player only upon the first registration of such Player in one of the Sites and the depositing of the minimum required amount specified above. Any subsequent activities of such Player in that Site or in other Sites, including playing different games in that Site or in other Sites or on different platforms will not entail any payment to you. A CPA Payment will be paid to you only once for each qualifying Player, regardless of the number of Sites and/or number or type of games played by that Player.
Multiple Accounts
An Affiliate may have more than one Affiliate account at one time, however for payment purposes, funds will be merged at the end of the month. Any Affiliate that opens more than one account, MUST notify his/her Affiliate manager immediately.
We will pay your fees on a monthly basis on the basis that you have referred players. Fees shall be processed by cheque, wire transfer, MoneyBookers or NETELLER by the 12th day of the month following the month in which the fees are earned. If paid by cheque, such cheque shall be mailed to such postal address as you designate in writing. All payments will be issued in United States Dollars. All fees will be based upon our good faith calculation of Player activity as per our player logs and database records. Our decision in all cases is final.
Affiliate player accounts
It is not permissible for an affiliate to become a player at any of AffEurope’s properties using their own links. Such a player will not be considered a referred player in their affiliate account And will be regarded as a fraud player. Furthermore an affiliate who attempts to play at one of our properties using their own links other than a preapproved test by AffEurope Will be in breach of our terms and conditions and we reserve the right to withhold both affiliate and player payments in this situation.
Taxes and Other Charges
You are fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to you under this Agreement, including without limitation processing fees. You will indemnify and reimburse us for any costs, expenses or losses that may be caused to us as a result of any claim or demand made by any governmental or other authority, with regard to tax withholding obligations or similar obligations to which we may be subject in connection with making payments to you. We will be entitled to withhold or set-off any such amounts from the payments made to you.
Right to Withhold Payment
We reserve the right to withhold all amounts due and payable to you under this Agreement if we believe that any Fraud has taken place or is contemplated which involves you, whether or not the withheld amounts relate to the event in question. If we believe that a Fraud has taken place or is contemplated by any Player without your knowledge, we will be entitled to withhold any amounts due to you in connection with such Fraud. We will also be entitled, in the foregoing events, to set-off from future amounts payable to you any amounts already received by you which can be shown to have been generated by Fraud. We will also have the right to withhold any amounts payable to you in the event that you pay any of your Players any rake-back or other payment or financial incentive.
We do not support nor give hand to any kind of content stealing or copying (site scraping), and we reserve the right to close your account with us if you will be proven to use such methods, and/or to transfer the amounts payable to you to the original content creator.
We reserve the right to delay or withhold payments if any supporting documents are not provided to us upon request.
Chargeback’s
All Chargeback and credit amounts will be deducted from your payment or the reserved funds. Chargeback and credit fees will be paid to the credit card companies and will be administered by us. If a Chargeback or any form of credit to the Player occurs during the fee payment-processing period (usually 12 business days), we reserve the right to deduct such amounts and the associated fees from the amounts due to you under the Revenue Share plan. Any Chargeback or credit to a Player in respect of which you have chosen the CPA or Hybrid payment plan will disqualify such Player and you will not be entitled to any payment with respect to such Player.
6. Sub Affiliates
Any person, who was introduced to us by you and joins the Aff Europe affiliate program as an Affiliate thereof, will be considered, subject to our prior approval, to be your Sub-Affiliate and tracked as such. Any Sub-Affiliate will be treated as a regular Affiliate in the Aff Europe affiliate program and will be bound by the terms and conditions of this Agreement, and you will be liable to us, jointly and severally with any Sub-Affiliate, for the performance of such Sub-Affiliate’s obligations under the Agreement.
To reward you for your Sub-Affiliates and to incentivize you to obtain additional Sub-Affiliates, in addition to paying the Sub-Affiliate (as an Affiliate of ours) the commissions set forth in this Agreement; we will also pay you an additional 3% commission in respect of the payments made to the Sub-Affiliate.
You may not refer to us as your Sub-Affiliates any persons or entities that were registered as our Affiliates in the past, and any such persons or entities will not be considered your Sub-Affiliates under this Agreement.
7. Terms and Termination
The terms of this Agreement will begin when you submit your Affiliate application form and will continue until either party notifies the other party that it wishes to terminate the Agreement, with or without cause, in which case this Agreement will be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON OR FOR NO REASON, BY EITHER PARTY.
For purposes of notification of termination, sending a notice via email is considered a written and immediate form of notification.
Without derogating from the termination at will provision above, we will immediately terminate this Agreement if we determine, in our sole discretion, that you or any of your Players are engaged in Fraud, or that you have paid any of your Players rake-backs or other payments or financial incentives, that we have doubt in respect of your true identity, any of your activities pose any risk to the integrity of the Affiliate Program or if your site is aimed at minors (below the age of 18 or a higher age as determined in any applicable jurisdiction); promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; violates intellectual property rights (of ours, any Sites’ or any third party’s); includes content which is libelous, obscene, sexually explicit or violent; promotes any unlawful activities; or is unsuitable or inappropriate in our discretion.
Following Termination
Immediately following the termination of this Agreement for any reason, you must remove all of our Text Links and Banners from your site, as well as any other marks, names, symbols, logos, designs or any other material, graphics and content owned, developed, licensed or created by us and/or provided to you by us in connection with this Agreement. You must also disable any links from your site to any Site, and stop any activity relating to Promotion Mails. All rights and licenses given to you in this Agreement shall immediately terminate.
If you have failed to fulfill your obligations and responsibilities, we will not pay you the Revenue Commission otherwise owing to you on termination or thereafter, if applicable.
We may withhold your final payment for a reasonable time to ensure that the correct amount is paid and that there are no debts or liabilities owing from you to us. We will be entitled to deduct from any payments due and payable to you, any such debts and liabilities due to us, if any.
Any continued access and use by Players of any of the Sites following the termination of this Agreement, if any, shall not constitute continuation or renewal of this Agreement or a waiver of its termination.
8. Affiliate Representations and Warranties
Without derogating from, and in addition to, any of your other representations, warranties, covenants and obligations contained in this Agreement, you hereby represent and warrant to us the following: (1) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; (2) you are not under the age of either (i) 18, or (ii) the age at which gambling activities are legal under the law of the jurisdiction that applies to you, whichever is greater; (3) you are not a resident of any of the Excluded Territories; (4) you are not involved or intend to be involved in or are aware of any act or traffic that involves your site and that constitutes or can be reasonably expected to constitute Fraud or illegal activity, including but not limited to money laundering, under any applicable law, rule or regulation; and (5) by participating in our Affiliate Program, you acknowledge that you do not find our services to be offensive, objectionable or unfair in any way.
No Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFF EUROPE AFFILIATE PROGRAM OR TO ANY ARRANGEMENTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH REGARD TO THEIR FUNCTIONALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
9. Indemnity
You will defend, indemnify, and hold us and our Affiliates, and our and their directors, officers, employees, representatives and agents, harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement contained in this Agreement; (b) the performance of your duties and obligations under this Agreement; and (c) any claim or demand relating to the development, operation, maintenance, or contents of your site.
No Liability for Promoted Sites
We are not liable in any way, nor do we assume any responsibility for or make any representations or warranties with regard to, any of the Sites, their operations, contents or any other aspect related thereto.
Limitation of Liability
ANY LIABILITY TO YOU ARISING FROM THIS AGREEMENT AND THE AFF EUROPE AFFILIATE PROGRAM IS LIMITED TO DIRECT DAMAGES ONLY. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN ANY EVENT AND UNDER ANY CIRCUMSTANCES, OUR AGGREGATE AND TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFF EUROPE AFFILIATE PROGRAM WILL NOT EXCEED THE LESSER OF EITHER: (1) THE AMOUNT OF $80,000 (EIGHTY THOUSAND U.S. DOLLARS); OR (2) THE TOTAL PAYMENTS MADE TO YOU UNDER THIS AGREEMENT OVER THE 8 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
The Parties Relationship
We and you are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers, representations or obligations on our behalf. You will not make any statement, whether on your site or otherwise, that could be reasonably construed to contradict the foregoing.
Confidentiality
During your participation in our Affiliate Program, we may disclose to you or you might otherwise obtain certain information which is either marked or by its nature is confidential and proprietary to us (herein referred to as "Confidential Information"). You shall keep all such Confidential Information in strict confidence and not use any part of it, directly or indirectly, for any purpose other than the purpose of this Agreement. Confidential Information shall not include any information that is generally known or available to the public, or information required to be disclosed by applicable law or any legal agency having jurisdiction over you (in which case you will give us prompt notice of such requirement).
10. Acknowledgement and Independent Evaluation
YOU ACKNOWLEDGE THAT:
(1)YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS;
(2)YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN OUR AFFILIATE PROGRAM AND THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT, OR OPERATE OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE.
11. Amendments to Agreement
We may amend any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting the amended agreement on this "Terms and Conditions" page on our site. Any changes will take effect from the date specified at the head of the Agreement and you are solely responsible for learning of any such amended versions and changes. It is important, therefore, that you log in from time to time to this page on our site and check to see whether there is any amended version. Amendments may include, for example, changes in the commission amounts payable under this Agreement, payment procedures, restrictions on operation and any other Aff Europe affiliate program rules. None of our employees, officers or agents may orally amend, modify or waive any provision of this Agreement.
IF ANY AMENDMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFF EUROPE AFFILIATE PROGRAM FOLLOWING OUR POSTING OF ANY AMENDED AGREEMENT ON OUR SITE WILL CONSTITUTE A BINDING ACCEPTANCE OF THE AMENDED AGREEMENT, WHETHER OR NOT YOU HAVE ACTUALLY LEARNED OF OR READ THE RELEVANT CHANGES.
12. Miscellaneous
Governing Law
The laws of The Netherlands Antilles, without reference to, will govern this Agreements rules governing choice of law. Any action relating to this Agreement must be brought in The Netherlands Antilles and you irrevocably consent to the jurisdiction of its courts. The English language version of this Agreement will prevail over any other language version issued by us.
No Waiver
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
No assignment
You may not The following terms shall assign or transfer this Agreement or any part thereof without our prior written consent.
Severability
Whenever possible, each provision of this Agreement shall 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.
Remedies and Injunctive Relief
Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of our rights or remedies in connection with this Agreement shall not preclude the exercise of any other right or remedy. You acknowledge, confirm and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach by you of any provision of this Agreement, our rights and obligations may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, contract or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
