iFOREX Partners AFFILIATE PROGRAM TERMS AND CONDITIONS
BY SIGNING THIS AGREEMENT, YOU AGREE TO THESE TERMS AND CONDITIONS, OR BY CONTINUING TO PARTICIPATE IN THE AFFILIATE PROGRAM YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, AS MAY BE AMENDED FROM TIME TO TIME BY THE COMPANY, AND THAT THESE TERMS AND CONDITIONS FORM A LEGAL, BINDING AND ENFORCEABLE AGREEMENT BETWEEN YOU, THE AFFILIATE, AND THE COMPANY (AS DEFINED HEREUNDER). IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR LEGAL ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT
For the purpose of this Agreement, the following capitalized terms shall have the meaning ascribed to them hereunder:
1.1 "Affiliate" means a company or natural person that enrolled with the iFOREXPartners Affiliates Program by filling in the Enrollment Form.
1.2 "Affiliate’s Website" means any website owned and operated by the Affiliate or any of the Affiliate partners and/or affiliates, which links to the Company’s Website.
1.3 "Agreement" means this agreement, including all annexes and exhibits, together with the application form, all as shall be amended from time to time by the Company.
1.4 "Company" means Formula Investment House Ltd, a Company registered under the laws of the British Virgin Islands
1.5 "Company’s Website" means the www. iforexpartners.com website, including any subdomain or any combination of the name " iFOREXPartners " with any ccTLD owned and operated by the Company.
1.6 “Company’s Tracker” means a unique Tracking ID, which is related to the a unique hyperlink to the Company’s or a Promoted Company’s site, provided to the Affiliate in order to refer potential Persons to such sites, and which enables the Company to identify the Affiliate that has referred a specific Qualified Lead or Qualified Client for the purpose of calculating the Affiliate’s Fees.
1.7 “Enrollment Form” the application form on the Company’s Website, including the terms of this Agreement;
1.8 “Payment Plan” means a payment method chosen by the Affiliate according to which the Affiliate shall be entitled for a Commissions per each Qualified Lead or Qualified Client.
1.9 “Person”: A human user, who is 18+ and a resident of the Territories specified to the Affiliate by the Company and who is not: (a) a relative of the Affiliate or any individual, corporation, partnership, joint venture, trust, and any other body corporate or unincorporated organization, directly or indirectly controlling, controlled by or under common control with Affiliate, and (b) already a client of the company or of any other Promoted Company, or whose details were already given to the company or to any other Promoted Company. It is hereby clarified, without derogating any other right of the Company, that the Company may determine, in its sole discretion, that several Persons maintained under the same household/control/ownership shall be considered as a single account and shall not entitle the Affiliate to Fees payable with respect to separate Persons.
1.10 “Promoted Company” means any subsidiary, business partner and affiliated company (whether by mutual control or any other kind of affiliation) which gave its consent to be represented by the Company as a Promoted Company for the purpose of this Agreement, including the Company itself.
1.11 "Program" means the iFOREXPartners Affiliate Program.
1.12. “Promoted Company’s Website" a website owned or managed by a Promoted Company. The list of Promoted Companies’ Websites (including their subdomains and ccTLDs), as amended by the Company from time to time, shall be delivered to the Affiliate by the Company.
1.13 “Qualified Lead” means a Person who was directed by the Affiliate to the Company’s or to a Promoted Company’s website and registered itself via such website, provided that: (a) such person submitted its true, genuine and accurate name, email address and phone number together with its unambiguous consent to be approached by or on behalf of the applicable Promoted Company with commercial propositions via telephone, SMS, email or any other electronic form of communication; and (b) such person did not renounce providing its mentioned details and consent. For the purpose of this Agreement, a Person who did not answer 3 or more telephone calls from a Promoted Company shall not be consider as a Qualified Lead; and (c) was identified as referred from the Affiliate by the Company’s Tracker.
1.14 “Qualified Client” means a Qualified Lead which has registered to a promoted Company’s trading platform, concluded the entire registration process and was approved by the Promoted Company as such, provided that: (a) the client has made a minimum real money deposit in accordance with the minimum deposit requirement of each Promoted Company; and (b) the client has opened and closed at least five (5) trading positions of at least USD 10,000 (or equivalent in other currency) each, and (c) actions (a) and (b) were approved as concluded by the applicable Promoted Company.
1.15 "Qualified User" means a Qualified Lead or a Qualified Client, as set out in the Affiliate’s Payment Plan. It is hereby clarified that the Affiliate shall be entitled for only one commission per each Qualified User.
2. DESCRIPTION OF THE PROGRAM
The purpose of the Program is to allow the Affiliate to promote the Promoted Companies, their services and Websites, on the Affiliate’s Website or through email marketing or other on-line marketing activities in order to provide the Promoted Companies with Qualified Users.
3. AFFILIATE RESPONSIBILITY
3.1 Affiliate undertakes not to promote Promoted Companies or place any links to their Websites which: (i) promotes or contains sexually explicit materials; (ii) promotes violence or includes violent materials; (iii) contains any libelous or defamatory content; (iv) promotes racism or discrimination based on race, religion, nationality, gender, sexual orientation or age; (v) distributes or promotes any spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware; (vi) is directed toward minors; or (vii) promotes or facilitates any illegal activity, or otherwise objectionable content, include material that is in breach of and/or infringes any intellectual property rights of any third party (including any material copied from third parties without their permission) and/or including any false, misleading or disparaging representations or statements with respect to the Promoted Companies, their websites and any of their services (viii) their content is not in line with the Advertising Policy of the Promoted Company, which can be found attached to the present as Annex 1. The Company reserves the right to reject or refuse to enter into this Agreement or immediately terminate this Agreement with any Affiliate that fails to uphold any of these obligations.
3.2 Affiliate will not offer its end users and/or visitors any incentive to click on ads and/or links that direct to the Promoted Companies Websites, including, without limitation, offering cash or cash equivalent rewards for clicking such ads and/or links.
3.3 The Affiliate shall comply with all applicable laws, rules, regulations and directives relating to any of its activities under this Agreement, including without limitation those relating to trading and investments laws, data protection, privacy, false advertising and e-mail marketing ("spamming"). Without limiting the generality of the foregoing, the Affiliate shall: (a) not send any e-mails regarding the Company, the Promoted Companies and/or theirWebsites and Services: (i) to any individual or entity that has not requested such information (Opted-in); (ii) to any type of "Safe List" or through any type of "Safe List" service; and (b) always include "unsubscribe" information at the top and bottom of any such e-mail and promptly delete any user who has requested to unsubscribe from the Affiliate's mailing list. Without derogating from the above, the Affiliate is aware that the Promoted Companies may operate under local licenses and specific regulations and restrictions which concern, inter alia, with advertising and promotions, including without limitations, the Markets in Financial Instruments Directive (MiFID) and the laws and regulations promulgated under it and shall comply with such licenses, regulations and restrictions when performing its activities with respect to such companies under this Agreement.
3.4 The Affiliate will not present or use any content at the Affiliate’s Website, including, without limitation, graphical images, logos, texts, press releases or marks, that (i) could be interpreted to suggest that such content has been authored, endorsed or otherwise provided by, or represents the views or opinions of the Company and\or the Promoted Companies; (ii) is false, misleading, unfair or unclear; (iii) is defamatory, libelous, obscene, or otherwise objectionable; (iv) infringes, derogates, dilutes, or impairs the rights of the Company, any of the Promoted Companies or any third party.
3.5 The Affiliate shall not use aggressive marketing tactics. Furthermore, The Affiliate will not engage in deceptive software download or computer settings practices to promote the Affiliated Companies. The prohibited deceptive practices include, but are not limited to, installing software without user knowledge, changing a user's home page without securing user permission and offering downloadable software that does not install or operate as intended.
3.6 The Company may provide the Affiliate, from time-to-time, with advertising materials, including internet banners, button or text links, pop-ups and/or any other content as determined by the Company ("Creatives") which the Affiliate may place on the Affiliate’s Website subject to applicable laws and to the restrictions (including without limitations territorial restrictions) provided by the Company with respect to each Creative. The Affiliate shall not make any alterations to the Creatives and shall not remove any trademark and/or copyrights notices and/or risk warnings and/or disclaimer included in the Creatives. The Affiliate shall not use any creatives that were not provided to the Affiliate and/or approved by the Company in writing for use on the Affiliate Website. The Company may order the Affiliate at any time to discontinue the use of any Creative previously approved by the Company, and the Affiliate shall comply with such order immediately.
3.7 The Affiliate shall not publish any material which refers to the Company or to any of the Promoted Companies, the Creatives or any other name or mark owned by the Company or any of the Promoted Companies unless such publication is in compliance with the Company’s guidelines, territorial restrictions and applicable laws and regulations. Upon request by the Company, the Affiliate shall immediately remove any publication referring to the Company’s or any Promoted Company, including without limitations any Creative and other name or mark owned by the Company or by any of the Promoted Companies.
3.8 The Affiliate shall not copy any content from the Company’s and\or from any of the Promoted Companies Websites and/or publications and shall not post in any website and/or elsewhere, any material published in the Company’s and\or in any of the Promoted Companies Websites.
3.9 Under no circumstances shall the Affiliate use and/or bid in Search Engine Marketing (“SEM”) / contextual marketing campaigns based on the Company’s or on any of the Promoted Companies intellectual property, trademarks and brands, including but not limited to the names “iFOREXPartners” "iFOREX" “FXnet” and any other name provided by the Company to the Affiliate spelled in any possible way (including with typos, spaces, signs, symbols or in any other way). Such forbidden use of the such trademarks and brands includes the use of such words/trademarks in the Affiliate’s advertisements or in any part therewith, in the displayed URL and/or in the destination URL.
3.10 Affiliate shall use Affiliate Websites for all “Pay Per Click” and/or SEM campaigns. The Affiliate’s advertisements and/or any part therewith shall not lead or redirect potential clients directly to the Promoted Companies Websites. The Affiliate is allowed to use the landing pages provided by the Company on the Affiliate Websites ONLY, but in no way shall the Affiliate use any URL containing the abovementioned words
3.11 The Affiliate is solely responsible for testing links to ensure they are working properly. The Company and any of the Promoted Companies shall have no liability for inoperable or incorrectly placed links.
3.12 The Affiliate shall be solely responsible to any matter related to the Affiliate Website, including with respect to the technical operation thereof and to the accuracy of the information and materials posted therein. The Affiliate undertakes that the Affiliate Website shall not look like and/or create the impression that they are the Promoted Companies Website and that such Affiliate Website shall not, unless specifically permitted hereunder, contain and/or display any information and/or materials of the Promoted Companies and/or the Creatives. The Affiliate further undertakes not to use any domain names similar to the domain names used by the Promoted Companies.
3.13 The Company and the Promoted Companies does not assume any responsibility towards the Affiliate and/or any third party acting on such information contained in the Affiliate Website and/or the Company’s Website as to the accuracy or delay of information such as quotations.
3.14 The Affiliate shall bear all costs and expenses incurred in connection with its promotion activity on the Affiliate Website as well as all other related operational costs and taxes.
3.15 The Affiliate hereby releases the Company and the Promoted Companies from any and all responsibilities for the accuracy or reliability or correctness of the information (including feeds, whether provided or presented to end users through the Company’s and\or Promoted Companies Websites. The Affiliate further acknowledges that it is aware that the information presented to end users through theseWebsites shall not infer a recommendation to enter into or refrain from entering into specific trading.
3.16 The Affiliate is solely responsible for any fraudulent behavior by Affiliate or any Qualified User. Without derogating from the Promoted Companies rights under the agreements between the Promoted Companies and the qualified Users, The Company reserves the right to take action against the Affiliate and/or any of its Qualified Users that show patterns of manipulating the Commission scheme. If the Company determines at its sole discretion that such conduct is being practiced, it may withhold any Commission payments accrued to the benefit of the relevant Affiliate and terminate this Agreement with immediate effect.
3.17 The Affiliate shall be obligated to inform the Company of all the websites and/or domains the Affiliate uses to promote the Promoted Companies. Where the Affiliate promotes the Promoted Companies through email marketing, then the email email@example.com shall be included in the Affiliate’s database, therefore any promotions sent by the Affiliate will be received as well by the Promoted Companies.
4.14.1 In consideration for the referral of Qualified Users by the Affiliate to the Promoted Companies, during the term of this Agreement, the Affiliate shall be entitled to a commission for each Qualified User identified by the Company’s Tracker and approved by the Company, as detailed in Annex 2 and subject to the conditions detailed in Annex 2, or as detailed in the Affiliates Payment Plan and subject to its conditions ("Commission"). It is hereby clarified that no consideration shall be paid with respect to users referred by the Affiliate which were not approved as Qualified Users by the Company or to Affiliates who were involved directly or indirectly, including by their Qualified Users in Fraud.
4.2 Within 15 days from the end of each calendar month the Company shall issue to the Affiliate a report detailing the number of Qualified Users referred by the Affiliate during the relevant month and approved by the Company as Qualified Users, the amount of the first deposit made by such Qualified Users, the trading volume reached and the amount of the Commission due to the Affiliate based on the report. The Company may not provide all of the mentioned details if such details are not relevant to the Affiliate. The report issued by the Company shall serve as conclusive evidence for the Affiliate entitlement to the Commission and the Affiliate accepts that in the event of a dispute the data available on the Company’s systems shall be final and undisputable.
4.3 The Affiliate shall issue an invoice for the Commission to the Company after receipt of the report issued pursuant to Section 4.2 and the Company shall pay such invoice within 15 days from receipt thereof.
4.4 Should the Commission for any calendar month be less than US$300, then the Commission shall be carried over to the next calendar month until the total payment equals or exceeds US$300 and such payment will be made by the Company, subject to receipt of an invoice.
4.5 The Commission to which Affiliate shall be entitled pursuant to this Agreement represents the full and final consideration to which it will be entitled pursuant to this Agreement. It is hereby clarified that the consideration under this agreement is based on and limited to the Commission as set out in Annex 2 and the Affiliate shall not be entitled for any compensation for its marketing and promotion services and efforts performed under this Agreement. The Affiliate shall further not be entitled for any compensation from any of the Promoted Companies.
4.6 The Company retains the right to review all Commissions for possible Fraud, whether such Fraud is on the part of the Qualified User or on part of Affiliate, such review period not to exceed 180 days. The Company shall have the right to withhold and cancel any Commission accrued in Affiliate’s favor and such commissions shall not be paid until such time as the review has been positively concluded. Any incidents of Fraud on part of Affiliate (including of the Qualified User referred by the Affiliate), constitutes a material breach of this Agreement, and the Company retains full authority to terminate this Agreement immediately in the event of such breach and to withhold and cancel Affiliate’s right for Commission which derives from such act of Fraud and\or any other commission. The Company retains the right to set-off from future commissions payable to Affiliate any amounts already received by Affiliate which can be shown to have been generated by Fraud. The Company shall determine if the Affiliate and\or the Qualified User were involved in Fraud according to the Company’s Fraud committee sole discretion. For the purpose of this Agreement the term "Fraud" shall include, but shall not be limited to, (i) the encouragement by Affiliate or a third party of bonus abuse on the part of a Qualified User, (ii) the opening of an account in breach of the terms of this Agreement or in a breach of the relevant Promoted Company client Agreement and polices, (iii) the offering or providing by Affiliate or any third party of any unauthorized incentives (financial or otherwise) to potential or existing Qualified Users and\or clients of the Promoted Companies; and (iv) any other act by Affiliate, a third party or by a Qualified User which is reasonably understood to have been committed in bad faith against the Company and\or against any of the Promoted Companies regardless of whether or not such action has resulted in any type of harm or damage to the Company and\or to any of the Promoted Companies.
5.1 This Agreement shall be in effect for undefined period of time commencing on the date in which the Affiliate executed the Enrollment Form (the “Term“).
5.2 Either party shall have the right to terminate this Agreement upon seven (7) days prior written notice to such effect.
5.3 The Company shall have the right to terminate this Agreement in the event that the Affiliate breached any of its representations and/or obligations hereunder, and failed to cure such breach within 24 hours from receipt of the Company’s written request to do so.
5.4 Upon termination of this Agreement for whatever reason: (a) each party shall forthwith return to the other party all property of the other party in its possession or control (including all documentation, Creatives, promotionale materials and all Confidential Information), including any copies and derivations thereof; (b) the Affiliate shall destroy all of the foregoing and certify in writing to the Company that they have been destroyed; (c) the Affiliate shall immediately cease to market and/or promote the Promoted Companies in any manner, use of any of the Licensed Materials, the Creatives and shall remove any links provided by the Company; and (d) all rights granted to the Affiliate hereunder will immediately cease.
5.5 In the event of termination of this Agreement, except under Section 5.2 or to in relation to any breach or Fraud of the affiliate, the Affiliate shall be entitled to receive the Commission for a period of 3 months after termination.
5.6 Sections 5.3, 5.4, 6, 7, 9, 11.3 and 11.4 shall survive the termination of this Agreement for any reason whatsoever.6.
6.1 The Company owns or otherwise is owns required licenses to all right, title and interest in its names, logos, trademarks, marks, and copyrights, including, without limitation, used in any of the Creatives and shall retain such rights and licenses during the term of this Agreement.
6.2 The Affiliate may not copy, distribute, modify, or create derivative works from the same. Any good will resulting from Affiliate's use of Promoted Companies names, logos, and/or trademarks will inure solely to the benefit of the Promoted Companies and will not create any right, title or interest for the Affiliate.
6.3 The Company hereby grants Affiliate a non-transferable, non-exclusive, non-sub licensable, revocable license to place the Creatives on Affiliate’s Website during the Term, and, solely in connection with the Creatives, to use Promoted Companies logos, trade names, trademarks, service marks and similar identifying material as contained in the Creatives (the "Licensed Materials"), solely for the purpose of promoting the Promoted Companies Websites and services under the restrictions (including without limitations territorial restrictions) provided by the Company with respect to each Licensed Material or each Promoted Company. Affiliate is not permitted to alter, modify or change the Licensed Materials in any way whatsoever or to use any Licensed Materials for any purpose whatsoever other than promoting the Promoted Companies’ Websites and its services. Nothing in this Agreement shall constitute any transfer or waive of any of the rights and licenses of the Company in the Licensed Materials. Affiliate may not use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Company, the Promoted Companies or anyone else negatively. The Company reserves all of its intellectual property rights in the Licensed Materials and may revoke the license to use the Licensed Materials at any time by written notice to Affiliate, whereupon Affiliate shall immediately destroy or deliver up to the Company all such materials that are in its possession. The aforementioned license shall terminate upon the termination of this Agreement.
7.1 The Affiliate agrees that all information provided to the Affiliate in the course of the parties dealing, or which came to the attention of Affiliate, including, without limitation, the Company’s and the Promoted Companies’ business and financial information, their clients lists, and their marketing strategies, shall remain strictly confidential and shall not be utilized, directly or indirectly, by the Affiliate for its own business purposes or for any other purpose (including, without limitation for the promotion of other companies or services) and shall not be disclosed by the Affiliate to any third party, except to the Affiliate's employees who have a need to know for the purpose of effectuating this Agreement (“Confidential Information”). The foregoing shall not apply to information which is or become generally available to the public through no fault of the Affiliate, or which was known to the Affiliate prior to its disclosure by the Company, as evidenced by the Affiliate's written records.
7.2 The Company shall own and retain all right, title and interest in all names, addresses and other personally identifying information of Qualified Users, and Affiliate shall have no right to be provided with any such data. Affiliate shall not keep any details regarding the identity of the Qualified Users or of any person or entity which provided its details to the Company by the link in the Affiliate’s Website.
8. REPRESENTATIONS AND WARRANTIES
8.1 Each party represents and warrants that there is no legal or other impediment to its entering into this Agreement, and that its entering into this Agreement will not give rise to an infringement of any right whatsoever of any third party.
8.2 The Affiliate represents and warrants that: (i) it has the professional expertise and experience, and the financial resources, required to reliably and consistently conduct the activities and abide by its obligations under this Agreement; (ii) there is no legal or other impediment to its entering into this Agreement, and that its entering into this Agreement will not give rise to an infringement of any right whatsoever of any third party; (iii) no registration with or approval of any government authority, agency or commission is necessary for the execution, delivery or performance by the Affiliate of any of the terms of this Agreement, or for the validity and enforceability hereof or with respect to the obligations of the Affiliate hereunder, except such registrations and approvals that have been made or obtained; (iv) there is no action or proceedings pending against the Affiliate or any of its shareholders and\or officers or directors in their capacities as officers and directors of the Affiliate before any court, administrative agency or other tribunal which might have a material adverse effect on its or the Company’s or on the Promoted Companies business or condition, financial or otherwise, or its operation, including without limitations any proceedings related to fraud and\or money laundering and terrorism financing; (v) no director, shareholder, officer, key employee or member of the Affiliate’s senior management have a criminal record or criminal prosecution and/or investigation pending; (vi) it is, and it shall remain during the term of this Agreement, in full compliance with the laws and regulations applicable within each territory in which it shall promote the Promoted Companies, their services and Websites; (vi) it shall not act as a representative or Tied Agent of the Company or any of Promoted Companies, and shall not provide its end users and\or Qualified User with any Investment Advice; and (vii) It shall fully cooperate with the Company and\or any of the Promoted Companies’ Compliance Officers and Internal Auditors and provide them with any document required by the Compliance Officer or Internal Auditors. The Affiliate agrees to cease its promotion activities in any territory requested by the Company upon the occurrence of any illegality or suspicion of illegality.
8.3 Except for the above representations, neither party makes any representations or warranties to the other party, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose.
The Affiliate agrees to indemnify, defend and hold the Company and the Promoted Companies, their shareholders, affiliates and each of their directors, officers, employees and agents, harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, including by any governmental or administrative agency, to the extent that the same are based upon or arises out of: (a) a breach, or alleged breach, of any of the Affiliate's representations or obligations herein and (b) any warranty, condition, representation, indemnity or guarantee relating to the Company and\or the Promoted companies granted by the Affiliate to any third party; and (c) any Affiliate’s advertising, marketing and promotional activities and efforts. In the event of any breach or threatened breach of any provision of Sections 3 and/or 7 hereunder, then in addition to all other rights and remedies available to the Company under this Agreement and under applicable law, the Company shall have the right to: (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) receive a prompt refund of all amounts previously paid to the Affiliate hereunder, and (iii) be indemnified for any losses, damages or liability incurred by the Company or any of the Promoted Companies in connection with such violation.
The Affiliate shall promptly inform the Company of any information known to the Affiliate related to any circumstances and events that may reasonably lead to a claim, demand or liability of or against the Company or any of the Promoted Companies by any third party.
The Company may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Company’s Website or by giving Affiliate a written notice of the modification, which may be given by email to the email address provided by the Affiliate to the Company. The change notice or new agreement shall enter into force within 7 days of posting such change notice or new agreement on the Company’s Website. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, THE AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE ENTRY INTO FORCE OF A CHANGE NOTICE OR A NEW AGREEMENT ON THE COMPANY’S WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
11. LIMITATION OF LIABILITY
11.1 The Company will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or Affiliate’s participation in the Affiliates scheme, even if the Company have been advised of the possibility of such damages. Further, the Companies aggregate liability arising with respect to this Agreement will not exceed the total Commission paid to Affiliate under this Agreement during the six (6) months preceding the event that gave rise to the action or claim.
11.2 No action, whether based in contract, strict liability or tort, including any action based on negligence, arising out of the performance of this Agreement, may be brought by the Affiliate against the Company more than twelve (12) months after such cause of action accrued.
11.3 It is hereby clarified that this agreement is solely between the Company and the Affiliate and does not create any relationship including partnership, joint venture, employment or principal-agent between the Affiliate and any of the Promoted Companies which are not a party to this agreement and are hereby exempted of any responsibility towards the Affiliate.
12. GENERAL PROVISIONS
12.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous negotiations, representations, previous agreements and understandings, whether written or oral.
12.2 Except as expressly set forth above and to the maximum extent permitted by applicable law, the Company makes no warranty of any kind, express, implied or statutory, regarding the Company, the Promoted Companies, their services and Websites, and all such warranties, including, without limitation, the implied warranties of merchantability and/or fitness for a particular purpose are hereby expressly disclaimed by the Company. The Affiliate acknowledges that the Company has not represented or warranted that the operation of the Company’s and\or the Promoted Company’s Websites will be uninterrupted, error free, without delay or without compromise of the security systems and features therein and appurtenant thereto.
12.3 Nothing in this Agreement shall create, or be construed as creating, a partnership, joint venture, employment or principal-agent relationship between the Parties or between the Parties and any of the Promoted Companies.
12.4 No waiver of this Agreement may be implied from any course of dealings between the parties or from any failure of either party to enforce its rights hereunder.
12.5 The Affiliate shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without the Company’s prior written consent, to be given or withheld in the Company’s sole discretion.
12.6 This Agreement shall be governed by the laws of the BVI and the applicable court in Road Town, Tortola shall have the exclusive jurisdiction with respect to any action arises from this Agreement.
12.7 In any case of inconsistency and/or contradiction between the provisions of this Agreement and the provision of any annex to this Agreement, the provisions of the Agreement shall prevail.