Sports Interaction Affiliate Program Agreement
This Master agreement is made between Fusionex Limited (“FXL”) and you (“the Affiliate”).
FXL and the Affiliate are establishing a mutually non-exclusive advertising co-operation and as such FXL is enrolling the Affiliate in the Sports Interaction Affiliate Program (“SIAP”) and both parties are establishing general terms and conditions that shall govern advertising and commission arrangements between the Affiliate and FXL resulting from Affiliate’s participation in the SIAP.
1 Application & Enrollment to the SIAP
1.1 The Affiliate must submit a completed SIAP application via www.sportsinteraction.com.
1.2 FXL will evaluate the Affiliate application in good faith and will notify the Affiliate of their acceptance or rejection in writing.
1.3 FXL reserves the right to reject the Affiliate’s application at any stage of the approval process if FXL determines (at its sole discretion) that any Website or associated area under the control or ownership of the Affiliate is unsuitable for SIAP participation or association for any reason.
1.4 If the Affiliate is approved by FXL to participate in the SIAP and the approved Website (hereafter “the Affiliate site”) is thereafter determined (in our sole discretion) to be unsuitable to participate in the SIAP for any reason, FXL reserves the right to terminate this Agreement with immediate effect and without notice.
1.5 Unsuitable sites, site content and associated areas include, but are not limited to those that:
a) contain content that is unlawful in anyway or are judged by FXL to be unlawfully targeting minors or persons under 19 years of age;
b) violate FXL’s trade name, trademarks, copyrights and intellectual property, or violate the trade names trademarks, copyrights or intellectual property rights of any third party including, without limitation, scraping text or images from our site;
c) contain sexually explicit materials or hate/defamatory/obscene/harassing/violent/offensive content, or are otherwise are considered offensive or inappropriate at FXL’s sole discretion;
d) promote firearms/weapons/illegal activities/discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
1.6 Only Affiliate URLs listed on the Affiliate application and subsequently approved by FXL will qualify for SIAP earnings.
1.7 Any Affiliate sign-ups that occur before the date of FXL’s application approval will not be credited.
2 Responsibilities of FXL
2.1 FXL grants the Affiliate a revocable, non-transferable, non-exclusive worldwide license to use certain trademarks, logos, graphics, text and other linking devices in formats such as banner advertisements, button links, text links and required URLs (collectively, “assets”) as approved and provided by FXL via the SIAP on http://affiliate.sportsinteraction.com for solely for the purpose of linking FXL-approved Affiliate sites to www.sportsinteraction.com.
2.2 FXL may provide and update SIAP assets for the sole purpose of marketing to and referring “new customers” (For the purposes of this agreement New Customers are defined as those visiting www.sportsinteraction.com via the Affiliate site through SIAP links with no prior account or sign-up history with www.sportsinteraction.com, determined by a record of an email addresses or other details that FXL would deem to show that former customer relationship existed. To qualify as a new customer an account must be open at www.sportsinteraction.com within 90 days of accessing www.sportsinteraction.com for the first time via the affiliate site through the SIAP links).
2.3 FXL may provide, without charge software tools, user account and passwords, guidelines and other information for SIAP partner support, management and reporting. FXL will process new customer deposits and track the volume and amount of sales generated by the Affiliate site. FXL may also provide information to the Affiliate regarding sales statistics and payment processing, cancellations, bad debts, fraud and related customer service (collectively, “the Promotion Tools”).
2.4 FXL may (at its sole discretion) with or without notice change, suspend or discontinue any aspect of the SIAP including the removal, alteration or modification of any graphic, banner or promotional offer.
3 Responsibilities of the affiliate
3.1 Subject to the terms and conditions hereof and solely at their own cost and expense, the Affiliate may link the Affiliate site to www.sportsinteraction.com by displaying the specific SIAP assets and promotion tools provided by FXL.
3.2 The Affiliate must display the SIAP assets as often and in as many areas on the Affiliate site as the Affiliate desires using commercially reasonable efforts to actively and effectively advertise market and promote www.sportsinteraction.com as widely and aggressively as possible within the parameters of this agreement.
3.3 The Affiliate will be entitled to participate and promote (on FXL-approved sites only) any competitions and special promotions FXL may offer to SIAP members. In connection therewith, FXL shall make such competitions and promotions available to users of the Affiliate site.
3.4 The Affiliate agrees to reserve suitably prominent positioning for SIAP assets on the Affiliate site pages, keeping the SIAP assets less prominent than the Affiliate’s own name, logos and trademarks so as not to create or attempt to create an impression that there is an association or affiliation between FXL and the Affiliate beyond the arrangement outlined in this agreement. Specifically, the Affiliate shall not present their Affiliate site in such a way that it may evoke any risk of confusion with www.sportsinteraction.com or convey the impression that the Affiliate site is partly or fully originated from FXL.
3.5 SIAP assets shall only be displayed in relevant sections of the Affiliate site with each SIAP asset connecting users of the Affiliate site directly to the pertinent area of www.sportsinteraction.com without altering the look, feel, or functionality of www.sportsinteraction.com pages.
3.6 The Affiliate will only create links to www.sportsinteraction.com from SIAP assets that have been copied to the Affiliate’s web server used to host the FXL-approved Affiliate site. Affiliates failing to comply with this term and creating links from assets stored elsewhere will incur significant charges against their commissions and risk FXL terminating their agreement.
3.7 The Affiliate will not alter the appearance or dimensions of any SIAP assets at any time.
3.8 The Affiliate shall not use SIAP assets to intentionally target minors including persons less than 19 years of age.
3.9 The Affiliate shall not present or use any content on the Affiliate site, including without limitation, graphical images, logos, text, copy, editorial copy, press release or marks, that:
a) could be interpreted to suggest that such content has been authored or otherwise provided by, or represents the views or opinions of FXL;
b) is misleading, defamatory, libelous, obscene, or otherwise objectionable;
c) infringes, derogates, dilutes or impairs the rights of FXL or any third party;
d) refers to FXL but is used as part of a name of a product or service of a company other than FXL; e) Is deemed harmful or damaging by FXL (at its sole discretion) to FXL’s reputation or brand;
f) is used in a manner inconsistent with any term of this agreement or with any law governing this agreement.
Should the Affiliate require additional content from FXL, written drafts must be submitted in full for written approval which shall not be unreasonably withheld.
3.10 The Affiliate shall not discredit FXL through false advertising or bind FXL to any obligations.
3.11 In utilizing the SIAP assets and all promotional tools as supplied by FXL, the Affiliate agrees to fully cooperate in establishing and maintaining the operability of such SIAP assets and promotional tools, including the regular updating of SIAP assets on the Affiliate site as they are distributed by FXL.
3.12 The Affiliate agrees to use the entire code for the SIAP assets and promotional tools (including the tracking codes contained therein) and shall not in any way corrupt, modify, disable or remove any part of the code. The Affiliate is responsible for notifying FXL of any malfunctioning of the assets or problems with the Affiliate’s participation in the SIAP and is responsible for the correct tracking codes bring use on the Affiliate site.
3.13 The Affiliate shall not establish any Facebook or other social network domains, blog domain, profile name or display name containing "Sports Interaction" or any variation of Sports Interaction, including, but not limited to: Sports Interaction Sportsbook, Sports Interaction betting, Sports Interaction Live betting, Sports Interaction Odds, Sports Interaction Sportsbook Sports Interaction Casino, Sports Interaction Poker, Sports Interaction Games, Sports Interaction Racebook, and FXL.
3.14 The Affiliate may not bid on search terms or keywords utilized by an internet search engine or other directory or referral service (collectively, “search engines”) or return or prompt internet search results if such keyword is, includes, or is deemed by FXL (at its sole discretion) to be confusingly similar to the Sports Interaction brand name or URL. The Affiliate may be required to employ negative word matching to prevent violation of this guideline. The Affiliate may bid on generic search terms provided the Affiliate’s search terms, listing titles and descriptions and the content of the Affiliate site does not violate any FXL brand or intellectual property rights or any third party rights, as determined by FXL (at its sole discretion).
3.15 The Affiliate is restricted from setting up any site redirects from any page on any Affiliate directly to www.sportsinteraction.com.
3.16 The Affiliate shall not purchase any domain that include "Sports Interaction" or that is deemed by FXL (at its sole discretion) to contain variants of the name such as but not limited to “Sports Action”, or “Sports Interactive”.
3.17 The use of SIAP asset-related links is the only method by which the Affiliate may advertise www.sportsinteraction.com. The Affiliate shall not display FXL-related assets from a source other than FXL and specifically the SIAP nor shall they advertise www.sportsinteraction.com in any ways outside those defined by this agreement and the SIAP guidelines including, without limitation:
a) the use of spam emails;
b) changing a user’s homepage without securing user permission;
c) delivering FXL-related cookies or other tracking tags to the computers of users that are merely viewing advertisements on the Affiliate site or while applications on the Affiliate site are merely active or open;
d) displaying SIAP content on unapproved sites, newsgroups or chat rooms;
e) the generation of traffic using ‘bots’.
In such cases, the Affiliate’s agreement may be terminated and referrals might not be commissionable.
3.18 The Affiliate is restricted from optimizing any page of their website(s) for keyword or keyword phrases that include, but are not limited to, Sports Interaction, Sports Interaction Sportsbook, Sports Interaction betting, Sports Interaction Live betting, Sports Interaction Odds, Sports Interaction Casino, Sports Interaction Poker, Sports Interaction Games, Sports Interaction Gambling, Sports Interaction Bonus, Sports Interaction Racebook, and FXL. This includes, but is not limited to, meta tags, headers and body content.
The Affiliate is restricted from purchasing or building off-site text links with anchor text for FXL-branded keyword phrases, including, but not limited to: Sports Interaction, Sports Interaction Sportsbook, Sports Interaction betting, Sports Interaction Live betting, Sports Interaction Odds, Sports Interaction Casino, Sports Interaction Poker, Sports Interaction Games, Sports Interaction Gambling, Sports Interaction Bonus, Sports Interaction Racebook, and FXL.
3.19 The Affiliate cannot create incentives or use bonus codes other than those provided by FXL through the SIAP. The Affiliate agrees that if they wish to offer certain incentives to potential new customers they are required to receive prior written approval from SIAP before commencement of such activity. In the event that the Affiliate does not receive such approval and offers such incentives, SIAP has the right to terminate the agreement and not pay any commissions owed whatsoever.
4 SIAP Compliance
4.1 FXL has the right at its absolute discretion to monitor and review the Affiliate site and the Affiliate’s activities at any time and from time to time to determine if the Affiliate is in compliance with the terms of this agreement.
4.2 FXL has the right to check all commissions for possible fraud abuse.
4.3 The Affiliate shall always maintain the quality of its services to a level satisfactory to FXL.
4.4 The Affiliate will not knowingly benefit from traffic that is known or suspected of not being generated in good faith where or not it causes FXL damage. FXL may (at its sole discretion) hold the Affiliate responsible for the conduct of any customers they refer to www.sportinteraction.com and deduct the costs of any fraudulent activity attempted by the Affiliate’s referrals on www.sportsinteraction.com from the Affiliate’s commission or cease commission payments to the Affiliate altogether.
4.5 The Affiliate, and its family members, employees or associates will not be paid commission for accounts opened for personal use through their own tracked links. Affiliate client accounts are for commission payments only. Commission earnings may not be used to place wagers at www.sportsinteraction.com.
4.6 Neither the Affiliate nor their relatives are eligible to become new customers via SIAP assets displayed on the Affiliate site, and should they do so will, not be eligible to receive the relevant commission. Any breach of this term will be decided by FXL (at its sole discretion) and not open to review or appeal.
4.7 If the Affiliate is suspected to have opened accounts for personal use under false names or other intentionally misleading actions, the affiliate account and SIAP agreement will be terminated immediately and no commission will be paid.
4.8 If an affiliate is suspected of colluding with other sportsbook players when opening accounts in an attempt to defraud Sports Interaction, the SIAP agreement and sportsbook accounts will be terminated immediately and no commission will be paid.
4.9 The Affiliate is solely responsible for ensuring that the content of the Affiliate site and its related products and services comply with all applicable copyright and other laws. The Affiliate must have the express permission to use another party's copyrighted or other proprietary material. FXL will not be responsible if the Affiliate uses another party's copyrighted or other proprietary material on the Affiliate site in violation of the law or any agreement.
5 Privacy and Marketing Policies
5.1 The Affiliate must comply with all of the applicable national, state, provincial and local laws, regulations, policies and procedures governing the affiliate activities undertaken in the performance of the Contract, including laws related to data protection, electronic and other forms of communication, marketing, consumer protection, advertising, competition, anti-spam, and telecommunications.
5.2 The Affiliate will indemnify and holde harmless FXL and all other companies, its directors, officers, shareholders and employees involved in the operation of the web site www.sportsinteraction.com from and against all claims, actions, losses, expenses, costs or damages of any nature and kind which they may suffer as a result of a breach of §5.1 of this Contract by the Affiliate, its agents or subcontractors or the negligence of the Affiliate, its agents or subcontractors in connection with this Contract.
5.3 FXL does not condone or endorse the spamming of Internet users.
5.4 FXL employs strict eDM (email direct marketing) guidelines and policies for affiliates, media and other third parties. The eDM guidelines and policies serve to protect the "Sports Interaction" brand, and email reputation with customers, Internet Service Providers (Google, AOL, Yahoo, Hotmail, etc.) and spam services including Spam Cop, Spam Assassin, Goodmail, Bonded Sender and others.
5.5 Any email newsletters sent by the Affiliate that include SIAP assets must be of an opt-in type where the recipient has expressly agreed to receive that particular newsletter.
5.6 Affiliates that conduct unauthorized eDM communications advertising “Sports Interaction” are subject to FXL placing their Affiliate account under review and withholding all funds otherwise due pending investigation. Classification of eDM communications that would be subject to review includes unsolicited email (spam), spamvertising and spoofing. By registering as an Affiliate, Affiliate agrees to abide to CAN-SPAM, Canada Anti-Spam Law (CASL) and FCC regulations and employ best practices in all marketing email communications.
6 Referral Fees
6.1 FXL will track the number of new customers and will pay the Affiliate referral fees based upon the payment model(s) which they are subject to at the applicable time.
6.2 There are currently two payment models:
a) Net Revenue Share Model: the Affiliate is paid commission on a percentage of Gross Profits (Gross Profits are either: i) sports betting revenues in real money less winnings, bonuses and chargebacks; ii) All new customers’ poker rake and tournament fees less bonuses and chargebacks; iii) Casino revenues less payouts, bonuses and chargebacks) generated by new customers.
b) CPA Model: the Affiliate is negotiated a flat fee per referred active client to www.sportsinteraction.com. An active client is defined as a player who has made an initial deposit of $20 or more. Commissions will not be paid on suspended or fraudulent accounts.
c) Payment for the preceding month shall be processed by the 15th day of each calendar month. If during the first month of the term of this agreement or during any month following, the Affiliate’s commission does not exceed eighty dollars ($80.00USD), then FXL will accrue the commission to the following month or until the commission fees exceed eighty dollars ($80.00USD). If the Affiliate chooses to be paid via Electronic Transfer, and the Affiliate’s commission does not exceed two hundred and fifty dollars ($250.00USD), then FXL will accrue the commission to the following month.
d) In the event that the Affiliate’s payment for a month appears as a negative balance, they will not receive commission until the balance has been returned to a positive balance. If an Affiliate has chosen the Net Revenue – Casino Only commission program, then negative balances are not carried over into the next month.
6.3 FXL has the right to convert the Affiliates commission structure from revenue share to CPA and vice versa as it sees fit.
6.4 The Affiliate shall not attempt to claim on referral commissions that are not their own. The Affiliate has no claim on other forms of compensation for business secured by persons or entities other than the FXL-approved Affiliate site.
6.5 FXL will not change the Affiliate tracking ID for referrals resulting from incorrect or incomplete tracking. FXL is not responsible for commission fees generated from referrals with incorrect or incomplete referral information.
6.6 Commission rates are based on tiered structures ranging from 25% - 35% of the gross profit, depending on the amount of revenue generated by the Affiliate each month.
6.7 FXL will deduct certain costs of sales charges from commission including credit card fraud, charge backs, bad debt, credits for cancelled services, and suspected non-bona fide accounts as determined by Sports Interaction (at its sole discretion).
6.8 The Affiliate is only eligible to earn commission on sales occurring during the term of this Agreement, and commissions earned through to 11.59 pm GMT on the date of termination will remain payable only if the related deposit is valid.
6.9 In the event of termination of the agreement, FXL may withhold the Affiliates final payment for a reasonable amount of time to ensure that any required deductions for chargebacks, etc. have been made.
7.1 By implementing any SIAP asset on the Affiliate site, or creating any link between the Affiliate site and www.sportsinteraction.com, the Affiliate has acknowledged that they have read this agreement and accepted and agreed to be legally bound by all of the terms and conditions herein.
7.2 The Affiliate understands that FXL may at anytime (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate websites that are similar to or may compete with the Affiliate site.
7.3 The Affiliate has independently evaluated the desirability of SIAP participation and is not relying on any representation, guarantee, or statement other than what is set forth in this agreement.
8 Term and Termination
8.1 The term of this Agreement will begin upon FXL’s approval of the Affiliate’s SIAP application and will end when terminated by either party.
8.2 The Affiliate may terminate this agreement with or without cause by notifying the designated FXL Affiliate Manager in writing. Termination of this agreement will be effective immediately once an SIAP partner has removed all SIAP assets from the Affiliate site.
8.3 FXL reserves the right to terminate this agreement immediately at anytime without notice for any reason whatsoever, including for non-compliance with the terms of this agreement.
8.4 Termination of this agreement by either party will not act as a waiver of any breach of this agreement and will not act as a release of either arty hereto from any accrued liability or liability for breach of such party’s obligations under this agreement.
9 Within thirty (30) calendar days following the expiration or termination of this agreement, FXL will pay the Affiliate all sums, if any, due and owing as of the date of expiration or termination, net of any charges and deductions as of such date.
10 Upon expiration or termination of this agreement, all of the Affiliate’s rights with respect to the use of the SIAP assets and promotional tools will automatically and immediately terminate, and the Affiliate shall immediately cease to use the SIAP assets and promotional tools.
11 Upon termination of this agreement for whatever reason, each party shall immediately cease to use the other party’s confidential information in any manner whatsoever.
12.1 FXL’s rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this agreement shall not preclude the exercise of any other provision.
12.2 The Affiliate acknowledges, confirms and agrees that damages may be inadequate for breach or a threatened breach of this agreement and, in the event of a breach or threatened breach of any provision of this agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy.
12.3 FXL reserves the right to withhold any part or all of the Affiliate’s commissions if FXL (at its sole discretion) deems the Affiliate to be in breach of any terms outlined in this agreement.
12.4 In situations where the actions of the Affiliate have incurred costs to FXL or its third parties, or in circumstances where FXL believes (at its sole discretion) that the Affiliate has acted in a fraudulent or dishonest manner, FXL reserves the right to withhold any part or all of the Affiliate’s commissions.
13.1 FXL reserves the right to modify this agreement including all terms and conditions herein at any time and at its sole discretion by posting a change notice or an updated version of agreement on http://affiliate.sportsinteraction.com.
13.2 Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules.
13.3 If any modification is unacceptable to the Affiliate, their only recourse is to terminate this Agreement.
13.4 The Affiliate’s continued participation in the SIAP following the posting of changes to this agreement by FXL on http://affiliate.sportsinteraction.com will constitute a binding acceptance of the change.
13.5 If any modification is unacceptable to the Affiliate, they must terminate participation in the SIAP immediately by taking down all SIAP assets and notifying their designated Affiliate Manager at FXL in writing.
13.6 A change of the URL address of the Affiliate site shall not constitute a change to the agreement and shall not affect the Affiliate’s rights and obligations arising from this agreement.
14 Ownership and Licenses
14.1 FXL group companies owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or that it may use or develop in the future.
14.2 Except as expressly set forth in this agreement or permitted by applicable law, the Affiliate may not copy, distribute, modify, reverse engineer or create derivative works from the same.
14.3 Any good will resulting from the Affiliate’s use of FXL’s group company name, logos, trademarks, service marks and trade dress will inure solely to the benefit of FXL and its group companies and will not create any right, title or interest for the Affiliate.
14.4 The Affiliate may not sublicense, assign or transfer such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
15.1 The Affiliate must disclose true and complete information to FXL at all times, including but not limited to; Affiliate identity, contact information, payment instructions, nationality, residency, location and nature of Affiliate marketing activities, and any other information that FXL may request.
16.1 The Affiliate will keep, and will cause its directors, officers, employees, representatives and agents to keep, the confidential information of FXL confidential.
16.2 The Affiliate will not disclose or permit to be disclosed, the confidential information of FXL to any person except to such of its directors, officers, employees, representatives, leaders and agents with a need to know in the normal course of their work, and solely for the performance of this agreement.
16.3 The Affiliate agrees that they will take all reasonable measures to maintain the confidentiality of all confidential information of FXL in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information, data, or other tangible or intangible property that they regard as confidential to ensure the confidentiality of FXL’s confidential information.
16.4 FXL shall own and retain all right, title and interest in all names, addresses and other identifying information of new customers (collectively, “Customer Data) visiting www.sportsinteraction.com.
16.5 The Affiliate may not at any time or for any reason issue any announcement about its participation in the SIAP including, without limitation, media announcements, newsgroup statements, forum updates, chat room statements and blog announcements.
17 Representations and Warranties
17.1 Except as otherwise stated herein, FXL makes no express or implied warranties or representations with respect to the SIAP or any Sports Interaction services sold through the SIAP (including, without limitation, warranties of fitness, merchantability or non-infringement, or any implied warranties arising out of course of performance, dealing or trade usage).
17.2 In addition, FXL makes no representation that the operation of www.sportsinteraction.com and its associated Websites and areas will be uninterrupted or error free, and FXL will not be liable for the consequences of any interruptions or errors.
17.3 Save as expressly provided in the agreement, all warranties, and conditions or other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
17.4 The Affiliate warrants that it has all of the requisite data protection licenses or registrations in the relevant jurisdictions to collect and deal with the Affiliate site visitors’ personal information and that the Affiliate will obtain necessary consents from the Affiliate site to enable personal information and data to be dealt with in accordance with this agreement.
17.5 The Affiliate warrants that it is solely responsible for ensuring that, in fulfilling their obligations pursuant to this agreement, they are in compliance with all applicable laws, regulations, by-laws etc... in the jurisdictions in which the Affiliate resides, is registered, operates and hosts the Affiliate site. Sports Interaction makes absolutely no representations in this regard.
17.6 The Affiliate hereby represents and warrants that this agreement constitutes a legal, valid, and binding obligation, enforceable against the Affiliate in accordance with its terms.
17.7 The Affiliate’s performance of this agreement and the consummation of the transactions contemplated hereby will not, with or without giving of notice, the lapse of time, or both, conflict with or violate:
a) any provision of law, rule or regulation to which they are subject;
b) any order, judgment or decree applicable to or binding upon the Affiliate’s assets;
c) any provision of the Affiliate’s by-laws or certificate of incorporation (if applicable);
d) any agreement or other instrument applicable to or binding upon the Affiliate’s assets;
e) No consent, approval, authorization of, exemption by or filing with any governmental authority or any third party is required to be obtained or made by the Affiliate in connection with the performance of this Agreement or the taking by it of any other action contemplated hereby.
f) There is no pending or, to the best of the Affiliate’s knowledge, threatened claim, action, or proceeding against them with respect to this agreement, or with respect to its trademarks, and, to the best of their knowledge, there is no basis for any such claim, action, or proceeding.
17.8 The Affiliate shall not make any representations, warranties or other statements regarding FXL, www.sportsinteraction.com, any other site or area related to FXL, FXL’s products and services, or FXL’s site policies, except as expressly authorized by this agreement.
18 Limitation of Liability
18.1 FXL will not be liable for direct, special or consequential damages or any loss of revenue, profits or data arising in connection with this agreement or the SIAP, even if it has been advised of the possibility of such damages. Further, FXL’s aggregate liability arising with respect to this agreement and the SIAP will not exceed the total commissions paid, after costs and deductions, or payable to the Affiliate under this agreement.
19 Relationship of Parties
19.1 The parties are entering into and performing this agreement as independent contractors. Nothing in this agreement is to be taken to constitute an association, agency, joint venture, or partnership between the parties or to impose any liability attributable to any such relationship upon either party. Neither party will have any right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or otherwise bind the other party.
19.2 A person who is not a party to the agreement has no rights to enforce any term of this agreement.
20.1 The Affiliate agrees to indemnify, defend and hold FXL, its holding company, subsidiaries and other group companies, directors, officers, employees, shareholders, partners, members, other owners and agents harmless from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees and expenses) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such losses (or actions in respect thereof) arise out of or are based on:
a) any claim that FXL’s use of any trademarks or other proprietary material provided by the Affiliate pursuant to this agreement infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Affiliate in this agreement; c) any claim related to the Affiliate site, including, without limitation, content therein not attributable to FXL; d) any breach of Canada or Jersey data protection laws including: Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA); British Columbia’s Personal Information Protection Act (BCPIPA); Alberta’s Personal Information Protection Act (ABPIPA); Québec’s Act Respecting the Protection of Personal Information in the Private Sector (QBPIPA); and The Data Protection Law (Jersey); and e) any breach of Canada Anti-Spam Law.
21.1 All notices to FXL in connection with this agreement shall be deemed given as of the day they are received by FXL. Notices should be addressed as follows: Fusionex Limited, 28 Irish Town, Gibraltar.
21.2 All notices to the Affiliate in connection with this agreement shall be sent by email to the email address provided on by the Affiliate on their SIAP application and shall be deemed given as of the date that such email is sent by FXL.
22 Governing Law
22.1 This Agreement will be governed by the laws of the Gibraltar without reference to rules governing choice of laws.
22.2 The Affiliate hereby submits to the jurisdiction of the courts located in Gibraltar with respect to any dispute, claim or other matters arising under this Agreement and the Courts of Gibraltar shall have non-exclusive jurisdiction with respect to any such dispute, claim or other matters.
22.3 Nothing herein prevents FXL from proceeding against the Affiliate in courts of any other jurisdiction.
23.1 The Affiliate may not assign this agreement, or transfer or assign any rights or delegate any obligations hereunder, in whole or in part, without FXL’s prior written consent which may be withheld at FXL’s sole discretion.
23.2 Subject to that restriction, this agreement will be binding on, inure to the benefit of and be enforceable against the Affiliate and their successors and assigns.
24.1 No failure on the part of FXL to exercise, and no delay in exercising, any right under this Agreement will operate as a waiver of that right.
24.2 No modifications, additions, deletions or interlineations of this agreement will be recognized by FXL.
24.3 No single or partial exercise or waiver of any right by FXL will preclude any other or further exercise of the right or the exercise of any other right.
24.4 None of FXL’s employees, officers or agents may verbally alter, modify or waive any provision of this agreement.
25.1 The provisions of this agreement are independent and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
25.2 Any provision of this agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions.
25.3 Any prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable that provision in any other jurisdiction.
25.4 For any provision so severed there will be deemed substituted a like provision to accomplish the intent of FXL as closely as possible to the provision as drafted, as determined by any court having jurisdiction over any relevant proceedings, to the extent permitted by the applicable law.
26 Entire Agreement
26.1 This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this agreement.
26.2 There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this agreement.
26.3 No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made by any party or its directors, officers, employees or agents, to any other party or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this agreement.
26.4 Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent aforesaid.