AFFILIATE OPERATING AGREEMENT
This is a valid and legally binding Affiliate Agreement ("Agreement") between
Vana Lauri OÜ, a company registered under the laws of Estonia with the company registration number 16427120 having its registered address at Roseni tn. 10-135 Tallinn 10111, Estonia (hereinafter referred to as the "Company") and;
Affiliate company accepting the terms and conditions when registering to Vana Lauri’s affiliate program (hereinafter referred to as the "Affiliate").
The Company and the Affiliate are hereinafter individually referred to as a “Party” and jointly referred to as the “Parties”.
The Affiliate must consent to the terms and conditions of this Agreement if it wants to participate in the Company's Affiliate Program. This Agreement is not effective unless and until the Affiliate consents to the terms of this Agreement and the Company approves the Affiliate as provided in Section II. For the avoidance of doubt, your acceptance of this Agreement forms a contractual relationship between Affiliate and Company.
The following definitions shall apply to this Agreement.
"Agreement" refers to this agreement, including its annexes, and all the terms governing the relationship between the Company and the Affiliate, including any policies, notices, understandings, rules, or guidelines which may be applicable to the Affiliate from time-to-time at the Company’s discretion.
"Affiliate" refers to you, the natural person or entity, who enters into this Agreement with the Company. Any references to "You" or "Your" shall be interpreted as references to you as an Affiliate.
"Affiliate Program" refers to the collaboration between the Company and the Affiliate whereby the Affiliate will promote Company’s Websites and create the Links from the Affiliate Website(s) to the Vana Lauri’s Websites and thereby be paid a Commission depending on the traffic generated to the Website as defined under this Agreement.
"Affiliate Application" refers to the form that you must complete and submit to the Company for consideration of your acceptance into the Affiliate Program.
"Affiliate Website(s)" means the web site(s) maintained by the Affiliate, approved by and on file with the Company, and accessible at the domain name(s) owned by the Affiliate.
"Approved Marketing Material" refers to the banners, text, video and / or other online or offline promotional materials and any associated intellectual property rights thereto which is either provided by the Company or is consented by the Company or created in line with this Agreement.
“Bonus” refers to the bonus(es) paid to the Customer’s account so that the money is available for the Customer to use.
"Company Trademarks" means the trademarks, service marks, trade dress, trade names, and logos owned by, used by or applied for by the Company or any of its subsidiaries or related or affiliated entities. By way of example and without limitation, Company Trademarks include various word marks and design marks containing the following words, alone or in combination with other words: Lataamo, Lataamo Casino, Lataamo Wheel, Nubet, Nubet Sports Betting, etc.
"Company Website(s)" refers to any of the various websites owned or operated by the Company, including lataamo.com and Nubet.com Website’s.
"Commission" means the income the Affiliate earns based on the promotion of the Company’s Websites under the Affiliate Agreement;
”Confidential Information” means all information (in whatever format) designated as confidential information by either Party or other information not indicated as being confidential, but which is not publicly known and of whose confidential nature the other Party is or should be aware of based on the circumstances, including such information which relates to the business affairs, financial information, customers and buyers, products, developments, trade secrets, records, operations, business plans, process, product information, price and sales information, business know-how or logic, marketing opportunities, personal data and personnel of either Party save that which is:
(i) information which is trivial or obvious;
(ii) information which is in the public domain other than as a result of a breach of the terms and conditions of this Agreement;
(iii) information which the Party can prove has been in its possession before it was received from the other Party;
(iv) information which a Party receives or has received from a third party, provided that the receiving Party does not have a duty of secrecy to such third party (the receiving Party is however not entitled to reveal to third parties that the same information has been received from the other Party pursuant to this Agreement); and
(v) information which is necessary or which a Party is required to disclose in connection with any proceedings or investigation by any governmental, judicial, police, regulatory or other authority in any country to such extent that such Party is required to disclose such information under any applicable law.
"Customer(s)" or "Player(s)" refers to any Customer / Player registered on the Vana Lauri’s operational Website’s after the parties have entered into this Agreement and who has made his first deposit in accordance with the rules of the Company Website.
“Data Protection Legislation” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR) and any other applicable domestic and foreign laws, rules, directives and regulations, pertaining to data privacy, data security and/or the protection of personal data, and/or implementing or supplementing the GDPR.
"Intellectual Property Rights" means any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, design rights, Confidential Information, registrations of the aforesaid and / or any other rights in the nature of the aforesaid.
"Tagged Link(s)" refers to Internet hyperlinks, hypertext, or any other method, connection or program that enables web users to directly access any Company Website from any Affiliate Website.
"Promotional Assets" refers to Company Trademarks, advertisements, and images (including, but not limited to, banner ads and buttons) selected by the Company for use by the Affiliate in promoting sales on the Affiliate Website.
"Parties" means the Company and the Affiliate (each a "Party").
"We", "our" or "us" refers to the Company and "You" and "your" refers to the Affiliate.
"Sub-Affiliate" means a natural person and / or entity that an Affiliate directs in any appropriate manner to the Company and who is linked to the Affiliate’s unique Affiliate account.
"Sub-Affiliate Deal" means the Company’s approval for an Affiliate to refer Sub-Affiliates to the the Company.
APPLICATION TO AND ACCEPTANCE INTO AFFILIATE PROGRAM
To become an Affiliate of the Company: (1) You must have fully and accurately completed and submitted the Affiliate Application provided by the Company; (2) you must have agreed to the terms of this Agreement, including any code of conduct; (3) the Company must have approved your Affiliate Application; and (4) upon the Company’s request, you must have submitted a fully completed and signed documents to the Company.
Once confirmed in accordance with the above, the Affiliate is granted the non-exclusive right to promote Company’s Website in accordance with the terms of this Agreement and any other instruction given the Company. The Affiliate accepts and agrees to abide by this Agreement any instruction given by the Company.
The Company in its sole discretion may refuse any Affiliate and / or may close any Affiliate Account if it is necessary to comply with Company’s operational Website’s internal policies and / or to protect the interest of the Company. If the Affiliate is in breach of this Agreement, the Company may, besides closing the Affiliate Account take any other steps at law to protect its interests.
INTELLECTUAL PROPERTY LICENSE
Subject to the terms of this Agreement and effective upon acceptance into the Affiliate Program and for the duration of this Agreement, the Company hereby grants to the Affiliate a limited, non-exclusive, non-transferable license to use Promotional Assets for the sole purposes of: (a) linking to the Affiliate Websites designated by the Company and in the manner prescribed by the Company; and (b) promoting the in a manner approved by the Company. All rights not expressly granted hereunder are reserved to Company.
The Affiliate acknowledges the Company's exclusive ownership of the Promotional Assets and Approved Marketing Materials and agrees not to take any action inconsistent with the Company's ownership of the Promotional Assets. The Affiliate agrees that any benefits accruing from use of the Promotional Assets shall inure to the benefit of the Company and agrees not to adopt, use, apply for registration of, or claim rights in any Company Trademarks or any trademarks, service marks, logos, trade names or domain names that are confusingly similar to any of the Company Trademarks.
The Affiliate shall not sublicense, assign or transfer any of the rights granted or licensed under this Agreement. Any attempt by the Affiliate to license, assign or transfer such rights absent the prior written approval of the Company is void and shall, at the Company's election, result in immediate termination of this Agreement without liability to the Company.
The Affiliate shall only use the Promotional Assets during the period in which the Affiliate is a member in good standing of the Affiliate Program. This license will terminate immediately upon termination of this Agreement. The Company may revoke this license at any time and for any reason. Upon termination of this Agreement and/or revocation of this license, Affiliate shall immediately cease all use of the Promotional Assets.
2.5. All Intellectual Property Rights created and / or deriving from this Agreement (including, but without limitation, advertising materials, databases and personal data) shall be and become the sole property of the Company without any rights to the Affiliate.
USE OF PROMOTIONAL ASSETS AND APPROVED MARKETING MATERIAL
You cannot use any Promotional Assets or Approved Marketing Material that have expired or are outdated. You cannot modify any Promotional Assets to the Approved Marketing Material.
You may display the Promotional Assets only on the Affiliate Website approved by the Company. You may display the Promotional Assets only in the form and in the size provided or prescribed by the Company. You may not modify or alter the Promotional Assets in any way, including size, proportions, colors, elements, type or in any other respect. You may not animate, morph or otherwise distort the perspective or appearance of the Promotional Assets.
The Company will provide you with the code necessary for displaying the Promotional Assets on the Affiliate Website, which, when clicked on, will enable Customers to land on the Company Website(s) and allow Company to track commissions that may be payable to you (“Tagged Links”). You must ensure that each of the links between the Affiliate Website(s) and any Company Website(s) are Tagged Links; otherwise, commissions will not be tracked and recorded. We will not be liable to you for any lost commissions resulting from your failure to use Tagged Links or any technical problems that may occur.
The Company will provide you with the code necessary for displaying advertisements on the Affiliate Website(s). The Company may update or revise Promotional Assets from time to time. You shall timely remove from the Affiliate Website(s) any links to any Promotional Assets that have expired or are outdated or any broken links to Promotional Assets that have been removed from the Company’s server.
The Company has the right to monitor the Affiliate Website(s) as the Company deems necessary to ensure compliance with this Agreement. If the Company decides, in ist sole discretion, that you are not complying with this Agreement or are using the Promotional Assets in a manner objectionable to us, the Company may require you to make changes to the Affiliate Website(s) to comply with our requirements or the Company may terminate this Agreement.
RIGHTS AND OBLIGATIONS OF THE AFFILIATE
4.1 By applying to be registered as Affiliate, you warrant that:
4.1.1 You have provided the Company with complete, valid and truthful information;
4.1.2 You comply with applicable laws and regulations at all times;
4.1.2 You have obtained and will maintain in force all necessary registrations, authorizations, consents and licenses necessary to fulfill Your obligations under this Agreement.
4.2 By applying to be registered as Affiliate, you undertake:
4.2.1 to use your best efforts to actively and effectively advertise, market and promote Company’s operational Websites as widely as possible in order to maximize the Parties’ benefits;
4.2.2 to market and refer Company’s operational Websites at its own risk, cost and expense;
4.2.3 to ensure that all news, offers and promotions in relation Company’s operational Websites are current and up to date;
4.2.4 to use only links provided within the scope of this Agreement; and
4.2.5 to update or change Links under the first request of the Company;
4.2.6 to be responsible for all material appearing on the Affiliate Website(s).
4.3. The Affiliate hereby undertakes, represents and warrants that:
4.3.1 it will not perform any act, and that the Affiliate Website(s) neither does nor will contain any material, which is libelous, discriminatory, obscene, threatening, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials;
4.3.2 it will not target any person who is under the legal age for gambling, and shall, for example, not provide facilities for gambling which are meant to appeal particularly to children or young people;
4.3.3 the promotion of the Company’s operational Websites shall be done in accordance with laws of the jurisdiction where such promotion take place and via up-to-minute Links provided by the Company;
4.3.4 it acknowledges the Company's ongoing commitment for the prevention of gambling addiction and that the Affiliate will co-operate with the Company to actively reduce gambling addictions;
4.3.5 traffic to the lataamo.com and nubet.com website will not be generated by illegal or fraudulent activity;
4.3.6 shall not generate traffic to the lataamo.com and nubet.com website by offering guaranteed cashback or payback from own funds;
4.3.7 the Affiliate may not use the Company’s operational Websites or other terms, trademarks and other Intellectual Property Rights of the Company or its group companies unless the Company consents to such use in writing. The Company may terminate this Agreement if any spam complaints result from the Affiliate’s marketing activities for promoting Company’s operational Websites;
4.3.8 the Affiliate as well as its family members, relatives, friends, employees or any other person who is in connection to the Affiliate shall not create personal accounts in the Company’s operational Websites using the Affiliate's own referral codes;
4.3.9 not sell or transfer in other ways Affiliate’s Account without prior consent of the Company.
4.4. The Affiliate reserves the right to engage Company’s operational Websites.
4.5. The Affiliate shall report the sources of his traffic at the request of the Company. In the event such information is not provided, payments may be suspended.
4.6. The Affiliates are prohibited from attracting branded traffic at the usual commission programs. For the projects, the Company commission for the revenue share program is 25%. Branded traffic is traffic generated by requests that contain the names of the Company’s brands in various spelling variants, including typos. To attract Players at such requests, preliminary coordination with the Company is necessary. If the Affiliate withholds the information about such sources of attraction, the Company reserves the right to suspend cooperation with the Affiliate and/or recalculate income for the current and past periods as per the branded traffic rate. The Company retains the right of the final decision on marking the Affiliate’s traffic (branded/non-branded), including cases of using mixed sources.
RIGHTS AND OBLIGATIONS OF THE COMPANY
The Company shall provide the Affiliate with all information and Approved Marketing Material necessary for the implementation of the links and marketing materials.
In the event that the Affiliate creates its own advertising materials, such advertising materials shall be compliant with the provisions of this Agreement and approved by the Company prior to their promotion. The Company shall not be held liable for any fines and / or sanctions which are incurred by the Affiliate for the non-adherence with any applicable laws or regulations.
The Company shall administer the turnover generated via the Tagged Links, record the net revenues and the total amount of commission earned via the Links, provide the Affiliate with commission statistics, and handle all customer service requests related to the business of the Company.
5.4. The Company shall pay the Affiliate its Commission depending on the traffic generated subject to the provisions of this Agreement.
5.5. The Company shall use its reasonable endeavors to ensure that whenever a Customer is directed to the and registers a new account, the relevant Customer is identified as originating from the Affiliate Website(s). However, the Company shall not be held liable if it is unable to identify a Customer as originating from such the Affiliate Website(s). The Company shall treat any Customer application in accordance with Company Website Terms and Conditions.
5.6 The Company reserves the right to request any information from the Affiliate for due diligence purposes in line with its obligations under applicable law.
5.7. The Company reserves the right to freeze the Affiliate’s account with immediate effect and / or deduct money from the Affiliate if any traffic is deemed to have been referred through fraudulent means or in breach of this Agreement.
5.8. The Company reserves the right to refuse any player and/or close player accounts if it is necessary to comply with the Company's Policy and/or protect the interest of the Company
6. SALES PROMOTION
6.1. Approved Marketing Materials may be placed on the Affiliate site, and / or be used via email and / or direct marketing.
6.2. You may not alter any of the Approved Marketing Materials or make use of other Advertising Materials without the Company’s prior written consent.
6.3 Sales promotions shall be carried out in a clear manner and accurately advertised. Further,
6.3.1 Advertising Materials shall indicate that gambling activity promoted is to be only exercised by persons who are over legal age for gambling;
6.3.2 Advertising Materials shall not give the impression that gambling can be a main source of income or an activity for the payment of debts;
6.3.4 Advertising Materials shall always be in accordance with the company’s effort to promote social responsibility and responsible gambling;
PAYMENT OF COMMISSION
The Company agrees to pay the Affiliate the Commission for the promotion of Company’s operational Websites (lataamo.com, Nubet.com) depending on generated traffic, attracted Customers and engaged Sub-Affiliates.
7.2. The Commission structure is as follows:
7.2.1. Web-profit – the Commission paid to the Affiliate for the promotion of Company’s operational Websites depending on generated traffic and attracted Customers to the Company’s Website by the Affiliate.
Revenue Share – payments from the Company’s operational Website income can be reached 40%.
7.2.3. The Commission structure can be changed by the Company after the agreement is active between the Company and the Affiliate as noticed in clause 13.
7.2.4 Company has the right to use the Negative Carryover calculation method. This means that if the total payout for a single customer exceeds 10.000€ in one month the Company is entitled to take such payout into account retroactively in the fee calculations for the next month’s total comissions.
7.3 The Commission is calculated once per month and payments shall be made during fourteen (14) business days after the end of each settling period. If the Commission is less than five hundred (500) euros, it will be paid next month together with that month’s Commission.
7.4 Payment of Commission shall be made to the bank account given by the Affiliate.
7.5. If an error is made in the calculation of the Commission, the Company reserves the right to correct such calculation at any time.
7.6 In case of overpayment, the Company reserves, without prejudice to any other rights, the right to request that the Affiliate refunds the difference or deduct the corresponding amount of overpayment to the Affiliate from the following settling period’s Commission, and each period thereafter, until the debt is repaid in full.
7.7. In case of underpayment, the Company reserves, without prejudice to any other rights, the right to add the corresponding amount of underpayment to the Affiliate’s Commission in the following period.
7.8. The Affiliate's acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.
7.9. If the Affiliate disagrees with the balance due as reported, it shall notify the Company by email to firstname.lastname@example.org within thirty (30) days from the date of payment and state the reasons of the disagreement. Failure to notify the Company within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the balance due for the period indicated.
7.10. The Company may in its sole discretion withhold the payment of any balance to the Affiliate for up to one hundred-and-eighty (180) days if the Company needs to investigate and verify that the relevant transactions comply with the provisions of the Agreement.
7.11. No payment shall be due if the Company has reasons to believe that the traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement.
7.12 Commission is paid as a percentage of Net Revenue. For the purposes of calculating the Commission, Net Revenue shall mean real money wagers less real money wins less bonuses and equivalents less recovery payments less applicable taxes less jackpot contribution. The Commission rate is 40% of Net Revenue generated through the Affiliate’s clients during the month in which the Commission is paid.
7.13. The financial costs associated with the fraudulent activities of the Players / Customers, including such as fraud payments, chargebacks and similar actions that bring direct losses, are taken into account in calculating the Commission of the Affiliate. The Affiliate agrees to indemnify the Company for all costs and losses incurred in relation to such transactions (including, but without limitation, legal fees and costs). In the event the amount of the Affiliate’s earnings in the settling period is not sufficient to cover all losses (when the fraud was discovered) - the funds shall be withdraws directly from the Affiliate balance in the Affiliate Program.
7.14. The Affiliate shall have the sole responsibility to pay any and all taxes, fees and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity as a result of the compensation generated under this Agreement.
AFFILIATE WEBSITE(S) AND THE LINKS
8.1. During the term of this Agreement, the Links shall be prominently displayed on the Affiliate Website(s) in accordance with provisions of this Agreement.
8.2. The Company has the right to monitor the Affiliate Website(s) in order to ensure the Affiliate's compliance with the terms and conditions of this Agreement and the Affiliate shall provide the Company with all data reasonably requested in order to perform such monitoring.
8.3. The Affiliate acknowledges and agrees that: in connection with this Agreement only and to the extent that the Affiliate processes ‘personal data’ (as the term is defined under Data Protection Legislation) where the other Party is the ‘controller’ of that personal data, it shall process such ‘personal data’ in full accordance with Data Protection Legislation and good industry practice.
8.4. Advertising Material sent to Customers by the Affiliate shall always contain an unsubscribe facility whereby the Customers can opt to stop receiving Advertising Material from the Affiliate. Should this facility be missing from the Affiliate’s end, any Advertising Material sent to the Customers would be considered as spam. In the event that Company receives any complaints from Customers about spam, the Affiliate may be required by the Company to provide proof that the opt-out function has been provided to the Customer.
TERM AND TERMINATION
9.1. The term of this Agreement will commence on the date of approving the terms of Agreement and shall endure until terminated for any reason on notice by either Party.
9.2. This Agreement may be terminated by either Party by giving thirty (30) days written (by email) notice to the other Party.
The notice shall be sent to:
The Company: email@example.com
The Affiliate: Contact email address given by the Affiliate accepting the terms and conditions of the agreement
9.3. This Agreement shall be automatically terminated:
9.3.1 in the event that the Company is precluded from offering the online gambling services to the Customers through the company’s operational Websites;
9.3.2. if either Party is declared bankrupt or insolvent by court order or if any bankruptcy or insolvency proceedings are commenced against the other Party or in the event of any similar situation indicating that the other Party is insolvent.
9.4. The Company may terminate the Agreement with immediate effect if the Company determines (in its sole discretion) that:
9.4.1 The Affiliate Website is unsuitable;
9.4.2 The Affiliate is misusing the Affiliate Website or the Company Website. It is strongly prohibited to use the Company Website(s); and/or ’s and/or Promotional Assets) to promote other projects;
9.4.3 The Affiliate is conducting its operations in a manner that is not compliant with the applicable law;
9.4.4 The Affiliates refuse to act upon the Company’s specific written instructions relating to unauthorized and unapproved content relating to the Company’s Intellectual Property;
9.4.5 The Affiliate is conducting its operations in a fraudulent manner;
9.4.6 The Affiliate is using Promotional Assets or material in an incorrect and / or inappropriate manner;
9.4.7 The Affiliate is in any way breaching any of the terms of this Agreement;
9.4.8 If any of the Company’s competitors acquires (individually or jointly) any direct or indirect control over the Affiliate, whereas “control” shall mean for the purposes of this sub-section the holding of fifty percent (50%) or more of the issued and outstanding share capital of an entity on an as converted basis and/or the voting rights of an entity and/or the right to appoint the majority of the directors or managers of an entity.
9.5. The Parties hereby agree that on termination of this Agreement:
9.5.1 the Parties shall immediately and automatically have no further rights to exercise any of the rights granted to them under this Agreement and the Affiliate shall cease the use of any Intellectual Property Rights vested in the Company and the Company’s Websites;
9.5.2 Affiliate shall immediately remove all references to the Company’s Websites from the Affiliate Website(s);
9.5.3 the Affiliate must return to the Company any and all Confidential Information (and all copies and derivations thereof) in the Affiliate's possession, custody and control;
9.5.4 the Affiliate will only be entitled to such Commission that is earned but unpaid as of the effective termination date of this Agreement.
LIMITATION OF LIABILITY
10.1. The Company will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Program. Further, the Company’s aggregate maximum liability arising with respect to this Agreement and the Affiliate Program shall be the smaller of the following: i) the total Commission received by the Affiliate from the Company under this agreement during the six (6) months prior to the event raising the liability or ii) EUR 25,000. The Company’s obligations under this Agreement do not constitute personal obligations of the Company’s directors, officers, consultants, agents or shareholders.
10.2. The Affiliate shall defend, indemnify, and hold the Company and the Company‘s electronic cash providers, suppliers, contractors, agents, 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:
10.2.1 any breach by You of any warranty, representation, or agreement contained in this Agreement;
10.2.2 the performance of Your duties and obligations under this Agreement;
10.2.3 The Affiliate’s negligence, or;
10.2.4 any injury caused directly or indirectly by the Affiliate’s negligent or intentional acts or omissions, or the unauthorized use of the Company’s banners and link or this Affiliate Program. Further, the Affiliate will indemnify and hold the Company harmless from all claims, damages, and expenses (including, and without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of the Affiliate‘s site.
11.1. The Affiliate shall use the Confidential Information only for the purposes necessary to further the commitments of this Agreement. For avoidance of doubt, the Affiliate must not use the Confidential Information for any own commercial purpose or any other purpose other than those in this Agreement.
11.2. The Affiliate shall not disclose the Confidential Information to third parties unless with the Company’s prior written consent.
11.3. For the purposes of this Agreement, the Affiliate shall only use customer data provided by the Company.
11.4. This Clause 11. shall survive the termination of this Agreement.
12.1. Nothing contained in this Agreement, nor any action taken by any Party to this Agreement, shall be deemed to constitute either Party (or any of such Party's employees, agents, or representatives) as an employee, agent or legal representative of the other Party, nor to create any partnership, joint venture or association among or between the Parties, nor to confer on either Party any express or implied right, power or authority to enter into any agreement, commitment or to impose any obligation on behalf of the other Party.
12.2. The text of this Agreement is made in English, which is legally binding. The translation of the Agreement into other languages is carried out for information purposes. If there is a discrepancy between the English text and the text in another language, the text of the Terms and Conditions in English shall prevail.
12.3. Should any provision of this Agreement be invalid or unenforceable, then the invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
12.4. No waiver in relation to this Agreement will be implied from conduct or failure to enforce any rights and all waivers must be in writing to be effective.
12.5. Any notice given or made under this Agreement to the Company shall be sent by email as noted in Clause 9 of this Agreement and marked for the attention of the responsible unless otherwise notified by the Company.
12.6. The Affiliate may not assign this Agreement or any rights hereunder, by operation of law or otherwise, without the prior written consent of the Company. The Company may assign this Agreement and all its rights hereunder to any group company or third party.
12.7. The Company's failure to enforce the Affiliate's adherence to all terms outlined in the Agreement shall not be construed to constitute a waiver of the right to enforce such right.
12.8. The Company and the Affiliate will work in close cooperation at all times for the mutual benefit of making the provision of services in line with this Agreement a successful collaboration.
12.9. Neither Party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) days then either Party may terminate this Agreement with immediate effect by providing a written notice.
12.10. Unless otherwise expressly agreed, this Agreement shall constitute the entire Agreement and understanding superseding any agreement between the Parties. In case of conflict between this Agreement and any other agreements entered into between the Company and the Affiliate, the contents of this Agreement shall prevail. Each Party acknowledges and agrees that by entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether Party in this Agreement or not) other than as expressly set out in this Agreement. Nothing in this Clause shall operate to limit or exclude any liability for fraud.
13. AMENDMENTS TO THIS AGREEMENT
13.1. The Company reserves the right to supplement, amend, delete or add any rules to this Agreement at any time and at its discretion. The Affiliate will receive notification about changing rules to the affiliate program account.
13.2. It shall be the sole responsibility of the Affiliate to keep updated with the latest version of this Agreement.
14. GOVERNING LAW AND JURISDICTION
14.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of Estonia.
14.2 Each Party irrevocably agrees that the courts of Estonia shall have exclusive jurisdiction to settle any dispute or claim arising out or in connection with this Agreement.