Affiliate Agreement (hereinafter "Agreement"), sets out the complete
terms and conditions between Red Rhino Limited, whose registered offices are
located at Investor House, Triq il-Fikus, San Gwann, Malta (hereinafter "Platincasino", "we",
"us", "our") and "The Affiliate" (hereinafter
"Affiliate","you" "your"), regarding your request
to participate as an Affiliate in the Platincasino Affiliate program
(hereinafter "Affiliate Program").
is important that you read and understand this Agreement. You may also wish to
print it for future reference. By downloading a banner, text link, promotional
materials, or any information pertaining to the Affiliate Program and placing
it on your website(s), you agree to be bound by all the terms and conditions
set out in this Agreement.
Agreement supersedes all previous terms and conditions relating to the
Affiliate Program or any affiliate program previously offered by Platincasino in
relation to any customers introduced via any links.
1.1 If you wish to participate
in our Affiliate Program, you will first have to register by completing the
online application form and accept the Terms and Conditions of the Agreement.
After receipt of the completed form, the application shall be reviewed by Platincasino
and if approved, confirmation shall be sent to the contracting party in
1.2 Upon approval, an
affiliate tracking code is assigned to the Affiliate. Players who register for
an account at Platincasino via the affiliate tracking code on the Affiliates'
website and the turnover generated during such sessions, are registered to the
Affiliate to which the tracking code is assigned.
2. DEFINITIONS AND INTERPRETATION
this Agreement, references to the following words shall have the meanings set
2.1 "Our Website(s)" refers to www.platincasino.com or any other online
site or platform that are owned, operated or controlled by or on behalf of us
from time to time and each of its related pages through which a Player opens a
Player Account and/or accesses our Services.
2.2 "Your Website(s)" refers to the website where
the affiliate will display Platincasino banners, text links and other marketing
2.3 "Affiliate Commission" is
the amount due and payable to you, as calculated based solely on our system's
data and in accordance with the terms of this Agreement and the applicable
2.4 "Affiliate Commission Account" is the
account into which your commission payment is credited.
2.5 "Affiliate Area" means
the area of the Website that is accessible to you by logging on with your username
and associated password, which provides certain 'members only' functionality,
including facilities to check relevant statistics.
2.6 "Services" means any product or service offered
to Players on our Websites.
2.7 "Affiliate Tracking Code" is the unique
user identification code assigned to you when you signed up as a participant in
the Affiliate Program.
2.8 "tracking code(s)" means
the unique Tracking URL or Tracking Codes that we provide exclusively to you,
through which we track Players' and Real Money Players' activities and
calculate Affiliate Accruals.
2.9 "Tracking URL" means a unique hyperlink
or other linking tool for referencing our Site or Services through which you
refer potential Real Money Players. When the relevant Player opens their Player
Account, our system automatically logs the Tracking URL and records you as the
2.10 "Banners" and "Text Links" means
the graphical artwork or text that includes tracking code IDs are made
available by us, that you may use to connect players to our Services from your
website (or other electronic method) or using other marketing materials.
2.11 "Marketing Materials" means Banners and
Text Links and any other marketing materials that have been provided or
otherwise made available to you by us and/or pre-approved by us.
2.12 "Our Marks" means the words " Platincasino",
and/or any logo, mark, domain name or trade name that contains, is confusingly
similar to, or is comprised of Our Marks or any other name or mark owned from
time to time by us or any company within Loaded Ventures B.V.
2.13 "Commission Structure" means the payment
plan you have accepted under which we pay you.
2.14 "Cumulative Net Revenue" means;
2.14.1 The sum of all Real Money Players losses in the casino.
2.14.2 Less "Fees" as explained in 2.15
2.15 "Fees" each Affiliate is
required to pay a percentage of internal promotion expenses including the net
fees for all Real Money Player promotional bonuses, rebates, 30% of the total
banking fees incurred on deposits and withdrawals, charge backs, fraud, and bad
debt by any Real Money Players referred by the Affiliate.
Traffic" means deposits, revenues, commission, royalties or
traffic generated on the Services through illegal means or any other action
committed in bad faith to defraud us (as determined by us in our sole
discretion), regardless of whether or not it actually causes us harm. Including
but not limited to: deposits generated on stolen credit cards, affiliate or
player collusion, manipulation of the service or system, bonuses or other promotional
abuse, creation of false accounts for the purpose of generating Affiliate
Accruals, and unauthorised use of any third-party accounts, copyrights,
trademarks and other third-party Intellectual Property Rights (that, for the
avoidance of doubt, include our Intellectual Property Rights).
2.17 "Financial Data" means the credit and debit card
numbers, bank account numbers, credit limits, balances, and deposit and
withdrawal amounts and history of the "Players".
2.18 "Gaming Data" means the names, addresses,
telephone numbers, e-mail addresses, gaming history, or other contact
information of the Players.
2.19 "Intellectual Property Rights" means all
copyrights, trademarks, trade names, trade secrets, domain names, proprietary
and confidential information, and any other third-party intellectual property
rights owned or licensed by Platincasino, and all Our Marks, tracking codes, Tracking
URLs, Banners, Text Links and Marketing Materials as defined in this Agreement.
2.20 "Player(s)" means any person using any products
or services on our Sites whether attached to your tracking code or not who
wagers through the Sites.
2.21 "Player Account" means a uniquely
assigned account that is created for a Player when he/she successfully
registers for the Services via a Tracking URL or Sign-up Bonus Code.
2.22 "Real Money Player(s)" means any person
who is attached to your tracking code and (i) has not been a Player with us
before; (ii) is not located in a Restricted Territory; (iii) who has made a
Deposit; (iv) is accepted as a player under any applicable sign up or identity
verification procedure which we may require; and (v) has adequately fulfilled
any other qualification criteria that we may introduce from time to time.
Notwithstanding any other provisions contained elsewhere in this Agreement, we
reserve the right to alter the above-mentioned qualifying criteria at any time
by virtue of placing notice on the Site.
2.23 "Restricted Territories" means the following
Virgin Islands (U.S.)
United States Minor Outlying Islands
This list may be updated at any time, any updates will be
communicated directly to affected affiliates via the email address on file.
2.24 "Term" means the period from the date that
you acknowledge and accept the terms of this Agreement by indicating such
acceptance on the Affiliate Sign-up Form, until such time as this Agreement
expires or is terminated in accordance with its terms.
3. TERMS & CONDITIONS
3.1 Identity and Disclosure:
You shall provide true and complete information to us when completing the
Affiliate Sign-up Form and promptly update such information if all or any part
of it changes. You shall also provide us with such other information as we may
reasonably request from time to time.
3.2 Your Duties
You shall incorporate and prominently and continually display the most up-to-date
links provided by us on your website in a manner and location agreed by us. You
are eligible for Affiliate Commissions based upon your continued promotion of the
3.3 Marketing Activities and Responsibilities
You shall market to and refer potential Real Money Players to the Website. You
will be solely liable for the content and manner of such marketing activities.
All such marketing activities must be professional, proper and lawful under
applicable rules, regulations or laws (including any laws in relation to the
content and nature of any advertising or marketing) and otherwise comply with
the terms of this Agreement. You shall not yourself, nor shall you authorize,
assist or encourage any third party to:
3.3.1 Place Marketing
Materials on any online Website or other medium where the content and/or
material on such Website or medium is potentially libellous, aimed at children
under the age of 18, promotes discrimination based on race, sex, religion,
nationality, disability, sexual orientation, promotes illegal activities, or
violates intellectual property rights.
3.3.2 Use Marketing
Materials in a manner that may potentially confuse a Player or prospective
3.3.3 Place Marketing
Materials on any online Website or other medium where the content and/or
material on such online Website or medium copies, resembles or frames the Platincasino
Website in whole or in part, disparages us or otherwise damages our goodwill or
reputation in any way.
3.3.4 Read, intercept, modify,
record, redirect, interpret, or fill in the contents of any electronic form or
other materials submitted to us by any other person.
3.3.5 Register as a Player
on behalf of any third party, or authorize or assist (save by promoting the
Website and Services in accordance with this Agreement) any other person to
register as a Player.
3.3.6 In any way alter,
redirect or in any way interfere with the operation or accessibility of the
Websites or any page thereof.
3.3.7 Take any action that
could reasonably cause any end-user confusion as to our relationship with you
or any third party, or as to the ownership or operation of the Website or
service on which any functions or transactions are occurring.
3.3.8 Attempt to intercept or
redirect (including via user-installed software) traffic from or on any online
Website or other place that participates in our Affiliate Network.
3.3.9 Violate the terms of
use and any applicable policies of any search engines or the customer feedback
facilities of other Websites.
3.3.10 Attempt to communicate to
Players whether directly or indirectly, on our Websites to solicit them to move
to any online Website not owned by us or for other purposes without our prior
approval including but not limited to via email or chat boards.
3.3.11 Attempt to market or
promote our Services (or any specified part thereof) or Websites (or specific
Website) within territories which are Restricted Territories; to attempt to
circumvent any restriction which we have put in place to prevent players from
restricted territories from signing up as Real Money Players; or attempt to
disguise the geographical location of a Player.
3.4 Approved Marketing Materials:
In providing the marketing activities, you shall only use the approved
Marketing Materials. You shall not modify the Marketing Materials or Our Marks
in any way, without our prior written consent. You shall only use the Marketing
Materials in accordance with the terms of this Agreement, or any guidelines we
provide to you on our Website or otherwise from time to time and any applicable
laws. During the term of this Agreement, we grant you a terminable,
non-exclusive, non-transferable right to use the Marketing Materials for the
sole purpose of fulfilling your obligations under this Agreement.
3.5 Competitive Marketing
You shall not market the Website and/or us or our Services or Our Marks in
anyway whatsoever, unless such activities are approved in writing by us (i) on
any Website on which we promote any of the Websites; (ii) on or through any
Internet search engine on or through which we promote any of the Websites;
and(iii) in any other manner that results in you competing with us in relation
to the promotion of any of the Websites or (iv) through paid search using any
company name, domain name, URL or Our Marks (v) through paid search purchasing
any company name, domain name, URL or Our Marks keywords (vi) otherwise where
we request that you cease the same.
You acknowledge and agree that affiliate tracking codes are for your sole use
and you shall not assign or sub-license the tracking code IDs, Bonus Codes nor
any Affiliate Commissions to any third party without our prior written consent.
3.7 Commercial Use Only.
This marketing opportunity is for commercial use only. You shall not register
as a Player or make deposits to any Player Account (directly or indirectly)
through your affiliate tracking code for your own personal use and/or the use
of your relatives, friends, employees, agents or advisors, or otherwise attempt
to artificially increase the Affiliate Commissions payable to you or to defraud
us. Violation of this provision shall be deemed to be Fraud Traffic.
3.8 Player Information
We reserve the right to refuse service to any potential Player and to close the
Player Account of any Player, at any time, in our sole discretion. All
Financial and Gaming Data relating to the Players shall, as between you and us,
remain the property of Platincasino and you acquire no right to such
information except as provided under this Agreement.
3.9 Trademarks and Domain Names. Any use of any trade mark, domain name
or trade name that contains, is confusingly similar to, or is comprised of any
of Our Marks (other than in accordance with the terms of this Agreement),
without our prior written consent or permission, shall be considered
unauthorized and may constitute Fraud Traffic.
3.9.1 You will not adopt or
use, nor buy or otherwise book as a keyword for paid search, any company name,
any trademark, trade name, brand, shop sign, domain name, or URL (specifically,
any term before the third "/" of your URL) that incorporates as apart
thereof or in full, any of Platincasino, or its corporate affiliates'
trademarks (including without limitation " Platincasino and " Platincasino
Affiliates"), trade names, company names, brands, shop signs, domain names
or URLs (including the translations and transliterations), or any variations
3.9.2 You may not register
a domain name that includes Our Marks or any other such similar Mark. This
includes the use of Our Marks on any social media platform/service.
3.9.3 You shall not register or
attempt to register any trademarks or domain names that contain, are
confusingly similar to, or are comprised of Our Marks, unless you agree to
transfer any domain name or trade mark application or registration to Platincasino.
3.9.4 Nothing shall bestow upon
you any right to use the Mark " Platincasino " by
itself, or any other such similar Mark, unless agreed to in writing by us.
3.9.5 You acknowledge that the
Marks are exclusively vested and shall remain vested in Platincasino and that
no ownership interest in the Marks is transferred to you by this Agreement. You
further agree not to attack or challenge our ownership of and title to any of
the Marks in any way.
3.9.6 This Agreement shall
endure to the benefit of, and be binding upon, the successors and/or assigns of
each party hereto, under operation of law.
3.10 No Employees.
If you are an officer, director, employee, consultant or agent of Platincasino,
it's suppliers or vendors, you are not permitted to participate in the
Affiliate Program or to use directly or indirectly any of the Websites, other
than in the course of your employment as a Group employee. Similarly, relatives
of Group employees are not permitted to participate in the Affiliate Network or
to use directly or indirectly any of the Websites. For these purposes, the term
relative shall include (but not be limited to) any of a spouse, partner,
parent, child or sibling.
3.11 Good Faith
You will not knowingly benefit from known or suspected traffic generated using
unacceptable internet marketing practice or fraudulent procedures, whether or
not it causes Platincasino or the Client harm. Should fraudulent activity,
knowingly or otherwise, arise from a person directed to Client's site via your
link, we retain the right to retract the commissions paid to you at any time.
Our decision in this regard will be final and no correspondence will be entered
into. 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.
3.12 Confidential Information
During the term of this Agreement, you may be entrusted with confidential
information relating to the business, operations, or underlying technology of
our Clients and/or the Affiliate Program (including, for example, referral fees
earned by you under the program). You agree to avoid disclosure or unauthorized
use of the Confidential Information to third persons or outside parties unless
you have our prior written consent and that you will use the Confidential
Information only for purposes necessary to further the purpose of this
Agreement. Your obligation with respect to Confidential Information shall
survive the termination of this agreement.
4. AFFILIATE COMMISSION, REPORTS & PAYMENTS
4.1 Affiliate Reports
We will track and report Player activity for purposes of calculating your
Affiliate Commissions based on your chosen Commission Structure. Reports will be
made available online for you to review new Real Money Players. We hereby
exclude any and all liability for the accuracy or completeness of any such
4.2 Affiliate Commissions
Affiliate Commissions are paid twice a month.
4.3 Affiliate Commission Payment
Affiliates are eligible for payment on the balance of their casino commission
earnings. Negative commission balances in casino will be deducted from
available commissions. All payments to you will be due and payable in Euro or
such other currency as we will determine, regardless of the currency any
Players assigned to your tracking code may have played in. For the avoidance of
doubt, we have no liability to pay any currency conversion charges or any
charges associated with the transfer of monies from your account.
4.4 Holdover for Fraud Traffic
In the event that, at our sole discretion, we suspect any Fraud Traffic, then
we may delay payment of the Affiliate Accruals to you for up to one hundred and
eighty (180) days while we investigate and verify the relevant transactions. We
are not obligated to pay Affiliate Accruals in respect of Real Money Players
who, at our sole discretion, are not verifiably who they claim to be or are
otherwise involved with Fraud Traffic. In the event that we determine any
activity to constitute Fraud Traffic, or to otherwise be in contravention of
this Agreement, then at our sole discretion we may: (i) pay the Affiliate
Commissions in full, (ii) recalculate them in light of such suspected Fraud Traffic
and/or (iii) forfeit your future Affiliate Commissions in respect of Fraud
Traffic (as appropriate) and/or (iv) suspend or terminate this Agreement.
4.5 Player Tracking
You understand and agree that potential Real Money Players must link through to
our Site using your tracking ID (or any other applicable tracking link) or use
your sign-up bonus code in order for you to receive Affiliate Commissions. In
no event are we liable for your failure to correctly implement tracking from
your Site to our Site or for potential Real Money Player's failure to properly
enter valid Sign-up Bonus Codes. Notwithstanding any other provision herein, we
may at any time and at our sole discretion alter our tracking system and
If you disagree with the monthly commission amount immediately send us written
notice of your dispute. Dispute notices must be received within twenty (20)
days of our making available the disputed commission amount or your right to
dispute such report or payment will be deemed waived and you shall have no
claims in such regard. Notwithstanding the foregoing, if any overpayment is
made in the calculation of your Affiliate Accruals, we reserve the right to
correct such calculation at any time and to reclaim from you any overpayment
made by us to you.
4.7 Money Laundering
You shall comply with all applicable laws and any policy notified by us through
our Website or otherwise in relation to money laundering and/or the proceeds of
All taxes due in connection with any payments to you are your sole liability.
You are responsible for complying with the tax rules applicable in your
jurisdiction, if any, for registering for and paying income tax and similar
taxes in respect of your income from this agreement and for collecting and
paying the income tax and other tax contributions in respect of any staff
employed by you.
5. TERM AND TERMINATION
5.1 Term and Termination
This Agreement will take effect when you indicate your acceptance of these terms
and conditions on the Affiliate Sign-up Form and continue until terminated or
suspended in accordance with the terms of this Agreement.
5.2 Termination by You
You may terminate this Agreement, with or without cause, immediately upon
written notice to us that you may send by email marked "Termination"
to firstname.lastname@example.org For the avoidance of doubt, termination of the
Agreement will end your participation in the Affiliate program.
5.3 Termination by Us
In addition to any other remedies provided in this Agreement or by operation of
law, we may terminate this Agreement without cause, in whole or in part, for
convenience, upon written notice to you by email to such email address you have
provided to us. In the event we terminate the Agreement as a whole, we shall be
entitled to automatically render any
tracking codes inoperative. For the avoidance of doubt, on termination
of this Agreement, you will no longer receive any Affiliate Commissions. If we
terminate a specific tracking code, you will no longer receive any Affiliate
Commissions through that tracking code;
however, your remaining tracking code(s)
will not be affected.
5.4 Termination for Good Cause
We may terminate this Agreement for good cause, upon the following:
5.4.1 If you are in material
breach of any of your obligations under this Agreement and either that breach
is (1) incapable of being cured, or (2) remains uncured for 90 days after
receiving written notice of the breach.
5.4.2 If you become insolvent or
are otherwise unable to pay your debts in the ordinary course of business.
5.4.3 If you are dissolved (other
than by way of a re-organization), or file for bankruptcy, or otherwise cease
to engage in your normal business operations and are unable thereby to fulfill
your obligations under this Agreement.
5.4.4 In the event that
your website is aimed at children under the age of 18, promotes discrimination
based on race, sex, religion, nationality disability or sexual orientation,
promotes illegal activities, or violates intellectual property rights as
defined in this Agreement.
5.4.5 If you are guilty of, after
any unsuccessful appeal process, violating in the course of its performance
hereunder, any local, state or federal laws, rules and regulations pertaining
to gambling on the internet.
5.4.6 In the event of repeated
attempts by you or any of your employees or contractors, to gain unauthorized
access to the Platincasino web site or customer data base.
5.4.7 We have reason to suspect
you of attempting to defraud us by any of the methods listed under Fraud
5.5 Suspension by Us
We may suspend this Agreement, in whole or in part, upon the following:
5.5.1 In any circumstance
where we are entitled to terminate this Agreement or terminate any specific
tracking code, we may at our sole discretion and without prejudice to our
further rights and remedies, suspend the Agreement or any specific tracking code. During the period of any
suspension, we may withhold the payment of any Affiliate Commissions that
relate to any affected tracking code. Payment of any withheld Affiliate
Commissions will be made to you on the lifting of the suspension.
5.5.2 In any circumstance where we are entitled to terminate this
Agreement for cause, we may suspend your right to use the Mark "Platincasino"
or any other such similar mark, if you or the company that is using any of Our
Marks becomes part of any criminal or securities investigation, is indicted or
criminally charged in any crime, files for bankruptcy or becomes insolvent, is
a defendant in a lawsuit that seeks injunctive relief, or you are involved in
any scandalous matter which the press is investigating and which may adversely
affect the good will of Our Marks.
5.6 Effect of Termination
The following will apply if we terminate:
5.7.1 You shall stop
promoting the Websites and all rights and licenses given to you under this
Agreement will terminate immediately.
5.7.2 You shall return all confidential information and cease use
of any of Our Marks and the Marketing Materials.
5.7.3 We may leave open, redirect or deactivate any tracking codes
in our sole discretion without any obligation to pay you for Players who
subsequently become Real Money Players.
5.7.4 Provided that we have paid, or do pay to you, such sums as
are due at the date of termination and that shall be subject to any rights we
have to make deductions hereunder, we will have no further liability to pay you
any further sums.
5.7 Remedies to You
If we terminate and/or suspend this Agreement you have the right to
"cure" any deficiencies which caused us to terminate and/or suspend
the Agreement, by notifying us in writing within 90 days of the notice, that
you have "cured" the deficiency which caused the termination or
5.8 Termination Rights
The following will apply upon termination of this Agreement for any reason:
5.8.1 The rights and
licenses granted by Platincasino to you shall terminate automatically, and you
shall immediately cease using the Gaming Data or Marks for any purpose
6. RELATIONSHIP OF PARTIES
and we 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 or representations on our behalf. You will not make any
statement, whether on your site or otherwise, to contradict anything in this
paragraph or be reasonably deemed to contradict this paragraph.
shall defend, and hold our Clients, their directors, officers, employees, and
representatives 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 (i) any breach by You or any
warranty, representation, or agreement contained in this agreement, (ii) the
performance of Your duties and obligations under this agreement, (iii) Your
negligence or (iv) any injury caused directly or indirectly by Your negligence
or intentional acts or omissions, or the unauthorized use of our banners and
links or this referral program.
MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO OUR AFFILIATE
PROGRAM OR COMMISSION ARRANGEMENTS (INCLUDING, WITHOUT LIMITATION, THEIR
FUNCTIONALITY, WARRANTIES OF FITNESS, MERCHANTABILITY, LEGALITY,
NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSEOF
PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION
THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE AND WILL NOT
BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
9. LIMITATION OF LIABILITY
shall not be liable for indirect, special, or consequential damages (or any
loss of revenue, profits, or data) arising in connection with this agreement or
the referral program, even if we have been advised of the possibility of such
damages. Further, our aggregate liability arising with respect to this
agreement and the program will not exceed the total referral fees paid or
payable to you under this agreement. 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. Our obligations under this agreement do not
constitute personal obligations of our directors, officers or shareholders. Any
liability arising under this agreement shall be satisfied solely from the
referral fee generated and is limited to direct damages.
10. INDEPENDENT INVESTIGATION
acknowledge that you have read this Agreement and agree to all its Terms and
Conditions. 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 websites that are similar to or
compete with your website. You have independently evaluated the desirability of
participating in this Affiliate program and are not relying on any
representation, guarantee, or statement other than as set out in this
11. GOVERNING LAW
laws of Malta will govern this Agreement, without reference to rules governing
choice of law. Any action relating to this Agreement must be brought in Malta
and you irrevocably consent to the jurisdiction of its courts.
This Agreement is drafted in the English language. If this Agreement is
translated into another language, the English language text shall in all events
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 modifications,
additions, deletions or interlineations of this Agreement are permitted or will
be recognized by us. None of our employees or agents has any authority to make
or to agree to any alterations or modifications to this Agreement or its terms.
rights and remedies hereunder shall not be mutually exclusive, that is to say
that the exercise of one or more of the provisions of this Agreement shall not
preclude the exercise of any other provision. 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 of any provision
of this Agreement, we may seek enforcement or compliance by specific
performance, injunction, or other equitable remedy. Nothing contained in this
Agreement shall limit or affect any of our rights at law, or otherwise, for a
breach or threatened breach of any provision of this Agreement, its being the
intention of this provision to make clear that our rights shall be enforceable
in equity as well as at law or otherwise.
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. No waiver will be implied from conduct or
failure to enforce any rights and must be in writing to be effective.
Agreement shall not be varied in its terms by any oral agreement or
representation or otherwise other than by an instrument in writing of
subsequent date executed by all the parties hereto.
term or condition of this Agreement shall be deemed to have been waived, nor
shall there by any estoppel against the enforcement of any provision of this
Agreement, except by written instrument of the party charged with such waiver
or estoppel. No such written waiver shall be deemed a continuing waiver unless
specifically stated therein, and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of such
term or condition for the future or as to any act other than that specifically
for any reason, any provision of this Agreement is held invalid, such
invalidity shall not affect any other provision of this Agreement not held so
invalid, and each such other provision shall to the full extent consistent with
law continue in full force and effect. If any such provision of this Agreement
shall be held invalid in part, such invalidity shall in no way affect the rest
of such provision not held so invalid, and the rest of such provision, together
with all other provisions of this Agreement, shall to the full extent
consistent with law continue in full force and effect.
19. FINAL AGREEMENT
parties to this Agreement mutually agree that this Agreement contains the final
and entire Agreement between the parties, and neither they nor their agents or
predecessors shall be bound by any terms, conditions, statements, warranties,
or representations, oral or written, not herein contained.
20. FORCE MAJEURE
party shall not be liable for any failure to perform its obligations under this
Agreement if that failure is beyond the reasonable control of that party
including as a direct result of "Acts of God", nature, a federal,
state or local governmental agency, war, civil disturbance, the inability or
refusal of a common carrier to provide communications capabilities The affected
party shall promptly notify the other parties of the nature and extent of the
circumstances giving rise to an event of Force Majeure. If the event of Force
Majeure in question prevails for a continuous period in excess of three months
after the date on which it began, any non-affected party may give notice to the
affected party terminating this Agreement. The notice to terminate must specify
the termination date, and once a notice has been validly given, this Agreement
will terminate on the termination date set out in the notice.
21. FURTHER ASSURANCE
party shall perform any further acts and execute and deliver any further
documents which may be reasonably necessary to carry out the provisions of this
Agreement, and at all times act in good faith so as to preserve for the other
parties the benefits intended under this Agreement.