LEADSGATE AFFILIATE PROGRAM TERMS AND CONDITIONS
Dear Affiliate hello!
It is important that You read and understand these terms and conditions (the “Affiliate Agreement”).
This Agreement along with the Affiliate Application Form which you submit via our website located at: leadsgate.com, as well as any other guidelines or additional terms We provide You with via email or via our Affiliate Portal represent the complete terms and conditions that apply to You in relation to taking part in the LeadsGate affiliate program (the "Affiliate Program"). In the event that any provisions included with the Affiliate Application Form conflict with the provisions of this Agreement, then the provisions of this Agreement shall prevail. References in this Agreement to: (a) "You", "Your" and/or "Affiliate" means either a natural person or natural person conducting business activity and/or a company, acting in the course of business that has registered as an affiliate via the Affiliate Application Form as submitted through Our Website (the "Affiliate Application Form"), (b) "We", "Our", "Us", the "Company" refers to Brainsome Ltd, a limited liability company incorporated in the Republic of Cyprus, with registered office located at: Themistokli Dervi 6, Flat/Office 4D, 1066 Nicosia, Cyprus (c) "Operator" means any website affiliated with the program and from where Qualified Leads can be generated.
If You have any questions or concerns about these Terms or the Affiliate Program Terms and Conditions or the Affiliate Program itself, please email Us at: firstname.lastname@example.org
“Affiliate” means either a natural person or natural person conducting business activity and/or a company, acting in the course of business and engaged in advertising and marketing activities who has concluded an Agreement with Us by accepting the Terms and Conditions set out herein, and by fulfilling the requirements of clause 2 of the present Agreement.
“Affiliate Application Form” means the registration form for participation in the Our Affiliate Program that can be found on our website through the following link: https://leadsgate.com/register/new
“Affiliate Commission” means the amount payable to You based on the Qualified Leads generated and is based on a Dynamic CPA model. Such commission to be paid out to You is based solely and exclusively on Our information, metrics, measurements and statistics.
“Dynamic CPA Model” means Dynamic Cost Per Acquisition, which is a one-time fixed amount payable with respect to any potential Qualified Lead which becomes a Qualified Lead.
“Qualified Lead” means information about a consumer that meets lead criteria specified by the Company. Qualified Leads shall not include leads that are generated by fraudulent means or leads for consumers which the Operator flags as fraudulent and/or suspicious. The final determination of whether a lead is a “Qualified Lead” or not is at our sole discretion. Lead criteria may change without notice from time to time and shall be notified to you.
“Tracking link” is a unique tracking link that allows the Affiliate to direct potential Leads to Operator websites and which enables Us to identify the Affiliate that has directed such specific Lead for the purpose of calculating the Affiliate Commission.
“Website” means the website(s) located at any URL used by an Operator; for the avoidance of doubt, any other website will not be considered for the purpose of calculation of Your Affiliate Commission.
1. GENERAL CONDITIONS AND PARTICIPATION IN THE AFFILIATE PROGRAM
1.1. This Agreement shall govern the partnership We have with You in relation to the Affiliate Program and modifies, replaces and supersedes any previous versions of terms and conditions of Our Affiliate Program (if any).
1.2. With the acceptance of these terms and conditions via the Affiliate Application Form, You and Us enter into a contractual relationship and all the terms and conditions stated in this Agreement (as revised, or changed from time to time, according to section 3. below) are binding on both You and Us.
1.2.2. We may make material changes to the terms and conditions of this Affiliate Agreement at any time and in Our sole discretion. Any such material changes shall be posted on this "Тerms Of Use" page on our site and We will also provide you with a written notice that the Agreement has been changed by sending out an e-mail to the e-mail address You have specified on your Affiliate Application Form. You shall then have the opportunity to terminate this Agreement with immediate effect, by sending us an e-mail should You find any such change unacceptable.
1.2.3. Following such an amendment, Your continued participation in Our Affiliate Program shall constitute a binding acceptance of the amended agreement, whether or not You have actually gone over or read the relevant changes.
1.3. In order to participate in the Affiliate Program You must fill in an Application Form, via our website’s portal which and in our sole discretion we may accept or reject. We shall review any such Application Form and any accompanying documentation and notify You in writing whether the said Application Form in question has been accepted for the Affiliate Program or not.
1.4. You shall receive an e-mail from Us indicating the acceptance or rejection of the submitted Affiliate Application Form as soon as possible, and normally within 1 business day, but in certain cases the process might take a while longer. A dedicated Affiliate Manager might contact You for any specifics of the partnership, or for any clarifications needed, if necessary.
1.5 In order to participate in the Affiliate Program and if you are a natural person or natural person conducting business activity, you must be at least 18 years old or you must have reached the age of majority in your respective jurisdiction.
2. YOUR PERFORMANCE AND OBLIGATIONS
2.1. You shall:
2.1.1. provide accurate and complete information on your Affiliate Application Form;
2.1.2. revise any such information and/or inform us accordingly, as the case may be, should all or any part of it is modified;
2.1.3. provide Us with any additional information that We may require from you at Our sole discretion from time to time;
2.1.4. promote and refer potential Qualified Leads to the Operators’ Websites;
2.1.5. be solely responsible for the quality and manner of such marketing or promotional activities;
2.1.6. conduct only marketing or promotional activities that are competent, professional, and lawful under applicable relevant guidelines, legislation or laws (including, but not limited to, any laws relating to the content and purpose of any advertising or marketing) under the jurisdiction from which you are operating from and are otherwise compliant with the terms of this Agreement;
2.1.7. use any marketing or promotional materials in accordance with the terms of this Agreement, or any applicable laws as well as any applicable marketing and advertising guidelines which apply in the jurisdiction from which you are operating from;
2.1.8. have all certificates, authorizations, registrations, insurances and licenses necessary to satisfy the responsibilities under this Agreement;
2.1.9. send any promotional and/or marketing materials which You create, to Us for our prior approval, and shall not change and/or revise and/or amend same without our prior approval.
2.2. You shall NOT, nor shall You authorize, assist or encourage any third party to:
2.2.1. use or place on any online site or other advertising medium incorrect, inaccurate, confusing and/or fraudulent marketing or promotional materials, that may potentially confuse a Qualified Lead or a potential Qualified Lead or any marketing or promotional materials which can be misleading for a Qualified Lead or a potential Qualified Lead;
2.2.2. place Marketing Materials on any online site or other medium, where the content and/or material violates the intellectual property rights of third parties;
2.2.3 place any promotional or Marketing Materials on any websites or any other media which promote pornographic or sexually explicit content, gambling, forex, racist or hate speech or other offensive material. We are solely responsible for determining which these websites are.
2.2.4. damage Our goodwill or reputation in any way;
2.2.5. develop and/or implement marketing and/or public relation strategies which have as their direct or indirect objective the marketing of an Operator to any person who is less than 18 years of age (or such higher age of legal consent as may apply in the relevant jurisdiction);
2.2.6. modify any marketing materials provided by us in any way unless a prior written consent is obtained by Us;
2.2.7. alter, redirect or in any way interfere with the operation or accessibility of any Operator website(s) or any pages and information contained thereof;
2.2.8. acquire any right to any data relating to the Qualified Leads or Potential Qualified Leads.
2.2.9. reasonably cause any person's confusion regarding Our relationship with You or any third party, or regarding the ownership or operation of our website or services;
2.2.10. attempt to intercept or redirect (including via user-installed software) traffic from or on any Operator website or other place that participates in Our Affiliate Program;
2.2.12. provide Qualified Leads or potential Qualified Leads details to any third party, during the term of this Agreement and at any time after the expiration or termination of this Agreement. If You try to provide any Qualified Leads or potential Qualified Leads details to any third party, We shall be entitled to immediately terminate this Agreement and to indefinitely withhold and seize all Affiliate Commission owed to You at that time;
2.2.13. use any marketing or promotional materials or place marketing materials on any online site or other medium where the content and/or material on such website or medium is unsuitable.
2.3. You acknowledge that We and/or the Operator own all intellectual property rights of any and all of the marketing materials, any brands and any Websites (the "Marks"). Any use of any trade mark, domain name or trade name which content is confusingly similar to or is comprised of the Marks (other than in accordance with the terms of this Agreement) without Our prior written approval shall be unauthorized. By way of example, but without limitation, You may not register or use any of the Marks in any part of any domain name. You agree that any use by You of the Marks inures to Our and/or the Operator’s sole benefit and that You will not obtain any rights in the Marks as a result of such use. You shall not register or attempt to register any trademarks or names that contain, are confusingly similar to or are comprised of the Marks, and You hereby agree to transfer any such registration obtained by You to Us and/or to the Operator upon demand. You further agree not to attack Our and/or the Operator’s ownership of and title to the Marks in any way.
2.4. Tracking links are for Your sole use and are not to be assigned to others without Our prior written approval.
2.5. You, your associates, employees or anyone personally associated with You is not permitted to be a potential Qualified Lead or a Qualified Lead and tracked under your own affiliate Account.
2.7. You are entitled and authorized to enter into this Agreement, to grant the rights and perform all of Your obligations in accordance with this Agreement.
2.8. If We determine, at Our sole discretion, that You have engaged in any prohibited activities, We may (without limiting any other rights or remedies available to Us) withhold any Affiliate Fees and/or terminate this Agreement immediately.
3. COMMISSION, REPORTS, PAYMENTS AND FRAUDULENT ACTIVITY
3.1. Once You join the Affiliate Program Your Account shall be set to Our standard Commission Plan unless otherwise specified and agreed between Us. The standard Commission plan refers to a Dynamic CPA model.
3.2. You need to have a minimum balance of US$500, before you can request a payout. You can request a payout by submitting a relevant request on the payment section of your Affiliate account.
3.3. All payments are due and payable in US$. Affiliate Commission shall be processed through any of the payment methods currently available in the Affiliate Program and selected by You inside your affiliate account. It is Your responsibility to keep Your payment details updated at all times. Any charges in connection with transferring the Affiliate Fees to You will be covered by You and deducted from Your Affiliate Fees. For the avoidance of doubt, We have no liability to pay any currency conversion charges or any charges associated with the transfer of money to Your bank account.
3.4. Unless otherwise agreed and subject to the terms of this Agreement and Your full compliance with Your obligations hereunder, Affiliate Fees shall be paid to You on a bi-weekly basis, within 14 days (NET 14), in accordance with the terms of this Agreement, and after any deductions or set offs that We are entitled to make under this Agreement. Payout times can be reduced subject to prior arrangement between You and Us.
3.5. Neither You nor Your friends, employees, agents, advisors or relatives are allowed to become Qualified Leads registered through Your Tracking links, and should You or they do so, You will not be eligible to receive the relevant Affiliate Fees and You should inform Us accordingly of any such actions. Customers who registered with the Website using a VPN, a proxy server, or share the same IP Pool will not be credited towards affiliate earnings. Violation of this provision shall entitle Us to terminate this Agreement immediately and to indefinitely withhold and seize all Affiliate Fees owing to You at such time.
3.6. The calculations in relation to Your Affiliate Fees shall be final and authoritative tool and shall not be open to review or discussion. We shall make relevant figures available to You through the Website. In order to allow accurate tracking, reporting, and Affiliate Fees allocation, You must ensure that the Tracking links are properly formatted throughout the term of this Agreement.
3.7. We reserve the right to revise, change and amend the Affiliate Fees scheme by which You shall be paid, as well as the Qualified Lead qualification criteria as We shall see fit and after informing You in writing; such change, however, will only apply to the Qualified Leads from the date in which such change is made in this Agreement or such other later date as We see fit.
3.8. We deploy our own fraud detection proprietary software in order to monitor Your activity. We reserve the right to review all Affiliate Commissions for possible fraud, regardless of whether such fraud may be on the Qualified Lead’s or on Your end. During the period in which We shall review Affiliate Commissions for possible fraud, where such review period shall not exceed 180 days, We shall have the right to withhold any Affiliate Commission generated in Your account until the time the review has been concluded and subject to the conclusions of such review. Any instance of fraud on Your end constitutes a breach of this Agreement, and We reserve the full right to terminate this Agreement immediately in the event of such breach. Further, in the event that We deem that fraud has occurred, either on Your part or on the part of a Qualified Lead, You shall not be entitled to receive any Affiliate Commission which have been generated in Your Account at such time. We reserve the right to off-set any amounts already received by You (which can be shown to have been generated by fraud) from future Affiliate Fees payable to You.
3.9. For the purpose of this Agreement, the term fraud shall include, but shall not be limited to:
3.9.1 call center traffic, co-reg traffic, brokered traffic;
3.9.3. the offering or providing by You or any third party of any spam traffic to potential Qualified Leads;
3.9.4. any attempt by You to artificially increase the Affiliate Commission payable to You;
3.9.5. traffic generated through illegal means, and
3.9.6. any other act by You or by a Qualified Lead which has been committed in bad faith against Us or to defraud Us (as determined by Us in Our sole discretion) regardless of whether or not such action has resulted in any type of harm or damage to Us (including without limitation, collusion, manipulation of the service or system or other promotional abuse, and unauthorized use of any third party accounts, copyrights, trademarks and other third party intellectual property rights (which for the avoidance of doubt includes Our intellectual property rights));
3.9.7. any attempts to register and/or use any domain names confusingly similar to the ones owned by Us, containing either the whole domain name or any of its parts including any possible alterations (e.g. letter replacement).
3.10. You understand and agree that potential Qualified Leads must link using Your Tracking link in order for You to receive Affiliate Commission upon them becoming Qualified Leads. In no event We shall be liable for Your failure to use Tracking links and for any Affiliate Commission miscalculation or other damage which may result of such failure. Notwithstanding any other provision herein, We may at any time and at Our sole discretion amend Our tracking system and reporting format and provide You a notice to that effect.
3.11. If You disagree with the reports or the amount payable, You might wish to not accept payment for such an amount and should immediately send Us a reasonable objection in writing. Objections must be received within ten (10) days of Our making available Your report or Your right to dispute such report or payment will be deemed waived and You shall have no claims with such regard. Further, Your acceptance of payment transfer or acceptance of other payment from Us will be deemed complete and final settlement of Affiliate Commission due for the period indicated. Notwithstanding the foregoing, if any overpayment is made by mistake or in the calculation of Your Affiliate Commission, We reserve the right to correct such calculation at any time and to reclaim from You any overpayment made and/or deduct and/or withhold from You Affiliate Commission.
3.12. You shall comply at all times with all applicable laws and any policies notified by Us through Our website or otherwise in relation to money laundering and/or the proceeds of crime.
3.13. All taxes due in connection with any payments to You are Your sole liability. You are solely responsible for complying with the rules, if any, for registering for and paying direct and indirect taxes, including, but not limited to, levies, duties, income taxes and other charges in respect of Your income from or in relation to this Agreement and for collecting and paying the income tax and social security contributions in respect of Yourself and Your staff, if You have any staff. For the avoidance of doubt, it is hereby clarified that We will not increase the fees payable as Affiliate Commission due to any tax, levy, duty or charge imposed on the payment of the Affiliate Commission, and all Affiliate Commissions are inclusive of any such tax, charge, duty and/or levy.
4. ELECTRONIC MARKETING RULES AND SPAM TRAFFIC DETECTION
4.1. You represent and warrant that all Your email, SMS and other direct channel marketing communications (' Direct Marketing Communication ') and all Your direct channels marketing activities comply with the requirements of this Section 4 for any promotion of the Website You carry out through email, SMS or related direct marketing channels ('Direct Marketing Channels').
4.2. You are solely responsible for ensuring that all activities of Your Direct Marketing Communication, as well as any actions that You may conduct in respect of this Agreement, comply with all applicable laws, standards and guidelines and do not infringe any legislation.
4.3. You warrant that the following requirements are met for each Direct Marketing Communication sent by or on Your behalf:
4.3.1. The communication makes it clear and unambiguous that it is advertising Operator products;
4.3.2. No such communications are sent to persons under the age of 18 or under the age of legal consent (whichever is higher) in the country of the targeted recipient(s) of any such correspondence;
4.3.3. Such communications only promote the designated Operators, and not third parties, products and/or sites of third parties, and do not include any other content except agreed marketing materials;
4.3.4. In the communication, You shall include a true name in the "From" field of any email and not a sales pitch or marketing message. Any such correspondence must clearly identify You as the communication's sender and You shall not falsify or try to hide Your identity in any way. For the avoidance of doubt, You are not to reflect or attempt to give the illusion that the message is sent on Our behalf;
4.3.5. You do not mislead the recipient(s), regarding the content and purpose of the communication, Your communication has a convenient functioning and distinct "opt-out" or "unsubscribe" method and You address in a timely manner any request made by any receiver of communication to opt out / unsubscribe.
4.3.6. The communication shall include as well a valid email address to which the recipient can respond to unsubscribe/opt out future marketing communications. The reply address must be active for at least 30 days since the communication has been sent out and You also include a physical business address in any such communication;
4.3.7. You address in a reasonable time frame any opt out/unsubscribe request submitted by any communication recipient. You must not send any further marketing communications to any person who has indicated (by whatever means) that they do not wish to receive any further marketing communications;
4.3.9. You shall not send any Direct Marketing Communication to any person who has registered on any applicable register of persons who do not wish to receive any marketing communications.
4.4. Each Affiliate sending out their own email and or SMS campaigns must comply with applicable email guidelines. All Affiliates carrying out their own email and/or SMS campaigns must use a valid and working unsubscribe link to their mailers and/or SMS campaigns.
4.5. You shall notify Us in a timely manner if You receive communication or complaint from a recipient of any Direct Marketing Communication you have initiated, regardless if such person is already or on their way to become a Qualified Lead with respect to any Direct Marketing Communication You carry out or performed in accordance with the Direct Marketing practices via any Direct Marketing Channel or GDPR.
4.6. In the event that We receive any complaint from a recipient of any Direct Marketing Communication or a competent authority in relation to your Direct Marketing Communications or practices or compliance with GDPR, We may require You to provide Us with full information regarding the corresponding Recipient of the Direct Marketing Communication, including but not limited to the source and way of Your obtaining their personal data, proof of that Recipients opt-in consent and any other details that We find related. You agree to respond to every such request within 5 days from the receipt of Our request.
4.7. You must not try to artificially increase Your profit or to otherwise defraud the Company. This includes incentivised or any other spam traffic.
5. PERSONAL DATA POLICY
5.1. Your personal data may be processed by Us. The personal information may include but not be limited to: Addresses, e-mail addresses and transaction details, IP addresses, Your name and surname and the name and surname of Your employees, if applicable.
6. TERM AND TERMINATION
6.1. This Agreement shall take effect as on the date of Our acceptance of Your Affiliate Application form to us. Either party can terminate this agreement with or without cause upon 3 working days written notice to the other.
6.2. You may terminate this Agreement upon written notice addressed to: email@example.com with the subject line: "Termination". For the avoidance of doubt, Your participation in the Affiliate Program would be ended with the termination of this Agreement.
6.3. We may terminate this Agreement in whole or partially immediately at any time for any violation of this Agreement upon written notice addressed to the email address You have provided to Us upon registering an account for Our Affiliate Program. For the avoidance of doubt, once this Agreement has been terminated either by You or by Us, You will not earn any Affiliate Commission after the termination date, even if Your Tracking links are still functional, unless we have otherwise agreed. Should We terminate a particular Tracking Link, You would no longer receive any Affiliate Fees from that Tracking Link, unless otherwise agreed.
6.4. We may temporarily discontinue the Agreement (in whole or in part) at Our sole discretion without prejudice to Our further rights and remedies. We may withhold the payment of any Affiliate Fees generated through any affected Tracking Links during any such suspension period. You shall be paid any withheld Affiliate Fees within 30 days of the suspension being lifted.
6.5. Upon terminating this Agreement, the following shall apply:
6.5.1. You must return all confidential information and stop using any of Our and/or Operator’s logos and marketing materials;
6.5.2. You shall cease to advertise Operator Website(s) and any rights granted to You under this Agreement will immediately be terminated;
6.5.3. We reserve the right to subtract any amounts owed to Us from the Affiliate Commission payable to You (if any).
6.5.4. We shall not be further held liable to pay You any further Fees in conjunction with any Customers, even if they have been directed to the Website through You and/or through Your Tracking Links, during or after the duration of this Agreement, unless We have agreed otherwise;
6.5.5. We may leave any Tracking Links accessible, redirect or deactivate those in Our sole discretion without any obligation to pay You for any new Qualified Leads;
6.6. In case of a discrepancy or conflict in any clause of an insertion order (IO) or any other separate agreement entered into between the Us and You, and the provisions in this Agreement, the provisions of this Agreement shall prevail.
7. DISCLAIMER OF WARRANTIES – LIMITATION OF LIABILITY
7.1. Our Affiliate program is provided “AS-IS” and without any warranty or condition, express, implied or statutory. We specifically disclaim to the fullest extent any implied warranties of merchantability, fitness for a particular purpose, non-infringement, information accuracy, integration, interoperability or quiet enjoyment. We disclaim any warranties for viruses or other harmful components in connection with the Affiliate Program. Some jurisdictions do not allow the disclaimer of implied warranties; in such jurisdictions, some of the foregoing disclaimers may not apply to you or be limited insofar as they relate to implied warranties.
7.2. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM ANY ASPECT OF YOUR USE OF THE AFFILIATE PROGRAM, WHETHER SUCH DAMAGES ARISE FROM (i) YOUR USE, MISUSE OR INABILITY TO USE THE AFFILIATE PROGRAM, (ii) YOUR RELIANCE ON ANY CONTENT ON THE AFFILIATE PROGRAM, (iii) THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR COMPLETE DISCONTINUANCE OF THE AFFILIATE PROGRAM OR (iv) THE TERMINATION OF SERVICE BY US. THESE LIMITATIONS ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH THE AFFILIATE PROGRAM. SOME JURISDICTIONS DO NOT ALLOW SOME LIMITATIONS OF LIABILITY. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU OR BE LIMITED.
7.3. WE DO NOT WARRANT THAT (i) THE AFFILIATE PROGRAM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE AFFILIATE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE AFFILIATE PROGRAM WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED THROUGH THE AFFILIATE PROGRAM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (v) ANY ERRORS IN CONTENT WILL BE CORRECTED.
7.4. ANY CONTENT OBTAINED THROUGH THE USE OF THE AFFILIATE PROGRAM IS OBTAINED AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH CONTENT.
7.5. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE AFFILIATE PROGRAM OR ANY OTHER GRIEVANCE SHALL BE THE TERMINATION OF YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. IN NO CASE SHALL THE MAXIMUM LIABILITY OF US ARISING FROM OR RELATING TO YOUR PARTICIPATION IN THE AFFILIATE PROGRAM EXCEED ANY COMMISSIONS FEES PAYABLE TO YOU IN THE PRECEDING 3 MONTHS AS FROM THE DATE WHEN THE EVENT GIVING RISE TO THE LIABILITY OCCURS.
7.6 All of the above disclaimers of warranties and limitations of liabilities shall be deemed to apply to our parent companies, subsidiaries, directors, officers, employees, agents, designees, contractors, affiliates, subsidiaries, successors and assigns as well.
7.7 You shall protect, indemnify, fully and upon request, and hold Us and Our shareholders, administrators, managers, staff, contractors, vendors, suppliers, agents and/or representatives harmless from and against any and all lawsuits, claims, liabilities, injuries, penalties, costs and expenses (including reasonable legal fees) arising from Your non-adherence of this Agreement, including for the avoidance of doubt, from Your breach of obligations under this Agreement in relation to personal data processing.
7.8 Without recourse to any other remedy or rights applicable to Us pursuant to this Agreement or otherwise, We shall be entitled to render all payments otherwise due by Us to You pursuant to this Agreement against any liability of You to Us, including any allegations We have against You arising out of or arising out of Your violation of this Agreement and any contract, security included in this Agreement.
7.9 Any actions and marketing activity that go against this Affiliate agreement may have severe consequences including without limitation: termination of Affiliate accounts, fines and possible civil and criminal charges against the You. Any marketing activities in violation of the guidelines and terms set out by any competing authority or supervisory body and in any applicable regulations may result in You being held fully responsible and liable for any penalties or fines related to this infringement.
8.1. You are advised that, in accordance with the terms and conditions provided to You in this Agreement, We will enter on marketing terms with other Affiliates at any time (directly or indirectly). There is no arrangement between You and Us under this Agreement regarding exclusivity, collaboration, joint venture, jobs, service or franchise.
8.2. You may obtain confidential information from Us as an affiliate, including (without limitation) confidential information about Our business plans, marketing ideas, concepts and payments. This data is proprietary and forms the secrets of Our own company. Throughout and at any point after the expiration or expiry of this Agreement, You shall not, without Our prior written consent, reveal or use this data, unless explicitly required by law (provided that such disclosure is only so requested), to any third parties other than for the purposes of this Agreement.
8.3. If We would be prevented or delayed in the performance of any of Our obligations under this Agreement by Force Majeure, We shall have no liability in respect of the performance of such obligations as are prevented by the Force Majeure events during the continuation of such events. For the purposes of this Agreement "Force Majeure" means any cause beyond Our reasonable control including, without limitation, act of God, war, insurrection, riot, civil disturbance, acts or attempted acts of terrorism, fire, explosion, flood, storm, theft or malicious damage, strike, lock-out, or other industrial dispute (whether involving the workforce of the party so prevented or any other party), third party injunction, national defence requirements, acts or regulations of national or local governments (including, without limitation, legislation or other regulation restricting, preventing or otherwise prohibiting the provision or availability of internet-based casino and poker gaming), inability to obtain essential power, raw materials, labor, malfunction of machinery or apparatus.
8.4 Every clause of this Agreement, whenever possible, shall be construed as generally and lawfully binding in compliance with the relevant law, however, if any provision of this Agreement is considered to be invalid, unlawful or inadequate in any way, such clause shall be ineffective only to the extent of such invalidity or unenforceability without invalidating the remainder of this Agreement or any other provision of the Agreement, and this Agreement shall be construed in a way to give effect, to the greatest extent possible, to this provision.
8.5. This Agreement shall be regulated and interpreted in accordance with with the laws of Cyprus, without giving rise to the concepts of conflicts of law. You consent irrevocably to apply to the exclusive jurisdiction of the courts of Cyprus for Our benefit, for the resolution of any argument, conflict or matter arising out of or related to this Agreement or its enforceability, and You preclude any opposition to litigation in such courts on the grounds of venue or on the grounds that proceedings were brought in an inconvenient forum.