Terms & Conditions

DIGITAL RUSH LTD.'S AFFILIATE TERMS FOR DIGITAL RUSH PARTNERS

Last Updated – 1st October 2023

1. INTERPRETATION

1.1. In these Conditions, the following definitions apply:

Affiliate: The individual, business or company providing the Affiliate Services.

Affiliate Services: The promotional and advertising services carried out by the Affiliate as per this Contract.

Applicable Laws: Any and all relevant: (i) supranational, national, local, regional, municipal laws, by-laws, regulations, policies, rulings, directives, decisions, enactments or instruments (including the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Gambling Act 2005, the Consumer Protection from Unfair Trading Regulations 2008, the Gambling (Licensing and Advertising) Act 2014 and the EC General Data Protection Regulation (EU) 2016/679), (ii) industry codes of practice (including the Gambling Industry Code for Socially Responsible Advertising) and/or (iii) codes of practice, guidance and/or policies of any relevant regulator (including the United Kingdom Gambling Commission (including the LCCP), the Alderney Gambling Control Commission, the Committee of Advertising Practice (including the CAP Affiliate Marketing Guidance), the Broadcast Committee of Advertising Practice, the Advertising Standards Authority and/or Ofcom); in each case that may be relevant to any obligations and rights under this Contract and in force from time to time.

Business Day: A Day that is not a Saturday, Sunday or a public holiday in England or Gibraltar.

Commencement Date: Refers to the meaning set out in clause 2.2.

Conditions: These terms and conditions as revised from time-to-time following clause 2.6.

Confidential Information: Any information related to the business of either party, considered confidential by a reasonable business person. This includes, but is not limited to, financial, technical, or commercial data, business or development plans, customer/client details or lists, sales contacts, technical information (inclusive of Third Party Content), licensing methods, formulae, know-how, processes, intellectual property rights, accounts, financial projection data, software programs, samples, photographs, drawings, specifications, and any information that relates to either party.

Contract: The agreement between the Company and the Affiliate which incorporates these Conditions.

Commission: The payments due to the Affiliate from the Company under this Contract (which may comprise a percentage share of Total Revenue, a Fixed Payment or a CPA Payment, or any combination of the same) for introducing new Players.

Company: Digital Rush Ltd., a company incorporated and registered in Israel, whose registered office is at Yakum Greenspace, Israel.

Company Brands: All the brands of any Website and any website operated by a Group Company.

Company Brand Keywords: A branded keyword or a branded search that includes the names of the Company (and/or a Group Company) and/or its business or brand.

Company Materials: Refers to the meaning given in clause 6.2 and shall include any other material given to the Affiliate by the Company from time to time.

CPA Payment: A single fixed payment to the Affiliate for each new Player who meets the criteria agreed between the parties, for example, a first-time deposit.

Default Commission Levels: The percentage share of Total Revenue set for Affiliates on registration, which are:

For up to 25 First Time Deposits – 20% on Total Revenue;
Greater than 25 and up to 60 First Time Deposits – 25% on Total Revenue;
Over 60 First Time Deposits – 30% on Total Revenue.

Digital Rush Partners: The Company’s Affiliate management site found at https://www.digitalrushpartners.com/ in relation to the Websites.

First Time Deposit (FTD): When a Player puts their own money (deposits) in a bingo/casino/sportsbook account for the first time.

Fixed Payment: Also referred to as a tenancy or flat fee payment. This is a fixed price payment (usually monthly or yearly) agreed between the Company and Affiliate for specific positioning on the Affiliate’s website (s), rather than on acquisition per new or existing Players.

Group Company: Any company owned and operated by Digital Rush Ltd.

Hybrid Deals: means Insertion Orders or any other written correspondence between the parties in which the parties have agreed to both a CPA Deal and a Rev-Share Deal.

Insertion Order: The document provided by the Company and agreed by the Affiliate, detailing key terms and commercials for each Affiliate including but not limited to: term length, agreed traffic source, payment plan, and agreed brand promotion.

Intellectual Property Rights: All patents, copyright and related rights, trademarks, service marks, business and domain names, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection worldwide.

Landing Pages: means the webpages allocated by the Company to the Affiliate to which a Player is directed from the Marketing Channels and via which the Player may access the Company’s Products.

LCCP: The License Conditions and Codes of Practice issued by the United Kingdom Gambling Commission.

KYC Document: A document provided by the Company to the Affiliate, outlining all necessary information required from the Affiliate for compliance with due diligence checks.

Marketing Channels: means the Websites and any such marketing channels set forth in any Insertion Order or in any other written correspondence between the parties hereto by which Players are directed to the Landing Pages.

Net Cash: The amount deposited by a Player through the Website, less the amount withdrawn by a player, less credit card chargebacks.

Net Loss: A negative Net Revenue figure.

Net Revenue: Net cash, less players real money balance, less Taxes (monies paid out in the form of mandatory gambling duties, including remote gaming duty and/or taxes or other mandatory statutory deductions or payments paid to licensing authorities); less Platform Fees (amounts paid to the gaming platform, games and payment processing operators).

Player: Any person who registers an account with the Company for a Website and subsequently wagers money having been referred to the Website by the Affiliate under the Affiliate Services, but who is not an existing or former customer of the Company or any other Group Company.

Rev-Share: means a fixed percentage of the Net Revenues.

Rev-Share Deal: means a deal in which the Company agrees to pay the Affiliate a Rev-Share as set forth in the Insertion Order or any other written correspondence between the parties in which a Rev-Share arrangement has been agreed upon

Total Revenue: The total revenue wagered by a Player through the website, covering deposit and play across bingo, sports, and casino.

Tracking Code: means a file indexing and/or file search framework issued by the Company and tied into an Account, which enables the tracking of Players’ activity in an Account and enabling the calculation of the fees payable to the Affiliate hereunder.

Website(s): Any website owned, operated, hosted, and/or controlled by the Company, including any tablet, mobile or app versions and any ‘white label’ website.

1.2. Any reference to a specific Applicable Law shall be construed as referring to that Applicable Law as it may be amended, consolidated or replaced from time to time.

1.3. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression should be interpreted as illustrative and does not limit the sense of the words preceding those terms.

1.4. The headings and sub-headings of the clauses are solely for clarity and guidance and will not be binding on the parties if there is any conflict with the provisions of the clauses.

2. THE AGREEMENT

2.1. By applying to become an affiliate of Digital Rush Ltd., the Affiliate extends an offer to Digital Rush Ltd. to be bound by this Agreement.

2.2. The offer is considered accepted when Digital Rush Ltd. expressly informs the Affiliate either in writing or verbally that the application has been accepted. At this point, the Agreement becomes effective (the “Start Date”).

2.3. Digital Rush Ltd. reserves the right to conduct background checks and request information as outlined in the KYC Document.

2.4. Digital Rush Ltd. retains the right to refuse any application at its discretion and without providing reasons.

2.5. These Terms apply to the Agreement to the exclusion of any other terms that the Affiliate tries to enforce or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2.6. These Terms can be modified by Digital Rush Ltd. at any time. The updated Terms will form a new Agreement between the Affiliate and Digital Rush Ltd., replacing all previous terms and conditions. The Affiliate is considered to have accepted the updated Terms if they continue to provide the Affiliate Services.

3. RESPONSIBLE GAMING AND APPLICABLE LAWS

3.1. IT IS CRUCIALLY IMPORTANT TO DIGITAL RUSH LTD. THAT THE AFFILIATE SERVICES ARE PROVIDED RESPONSIBLY AND IN ACCORDANCE WITH ALL RELEVANT LAWS.

3.2. THE AFFILIATE AGREES TO PROVIDE THE AFFILIATE SERVICES IN A SOCIALLY RESPONSIBLE MANNER AND IN STRICT ADHERENCE TO ALL APPLICABLE LAWS.

3.3. WITHOUT LIMITING THE ABOVE OBLIGATIONS IN ANY WAY, THE AFFILIATE SHALL:

(A) ADHERE TO THE LCCP AS IF IT WERE A LICENSEE OF THE UNITED KINGDOM GAMBLING COMMISSION AND CONDUCT ACTIVITIES IN A WAY THAT SUPPORTS THE LICENSING OBJECTIVES;

(B) ENSURE THAT IT HAS APPROPRIATE, FREELY GIVEN, SPECIFIC, INFORMED, AND UNAMBIGUOUS CONSENTS FOR PROMOTING THE AFFILIATE SERVICES TO ANY INDIVIDUAL AND PROVIDE COPIES OF SUCH CONSENTS TO DIGITAL RUSH LTD. AS REQUESTED, AT THE AFFILIATE'S EXPENSE;

(C) AVOID SENDING SPAM EMAILS, TEXT MESSAGES, WHATSAPP MESSAGES, TELEGRAMS, OR OTHER COMMUNICATIONS, WHETHER ELECTRONIC OR OTHERWISE;

(D) AVOID DIRECTLY TARGETING INDIVIDUALS UNDER THE AGE OF 18 OR INDIVIDUALS LOCATED OUTSIDE THE PERMITTED JURISDICTIONS ON DIGITAL RUSH LTD.'S WEBSITE;

(E) REFRAIN FROM PROMOTING THE AFFILIATE SERVICES TO ANY INDIVIDUAL ON ANY SUPPRESSION LIST PROVIDED BY DIGITAL RUSH LTD.;

(F) NOT OFFER THE AFFILIATE SERVICES ON WEBSITES THAT PROVIDE UNAUTHORIZED ACCESS TO COPYRIGHTED CONTENT OR THAT ARE KNOWN TO CONTAIN DEFAMATORY, DISCRIMINATORY, OBSCENE, ILLEGAL, PORNOGRAPHIC, OR SOCIALLY UNACCEPTABLE CONTENT, AND USE MARKET-LEADING IP INFRINGEMENT AND AD MONITORING SOFTWARE AS REQUIRED;

(G) AVOID MISLEADING INDIVIDUALS IN ANY WAY (INCLUDING PORTRAYING ITSELF AS A TIPSTER OR MAKING FALSE ATTRIBUTIONS) AND MAKE IT CLEAR THAT THE AFFILIATE SERVICES AND ADVERTISING ARE PROMOTED BY THE AFFILIATE AND NOT BY DIGITAL RUSH LTD.;

(H) INCLUDE REFERENCES TO GAMBLEAWARE.CO.UK, “18+ ONLY,” AND “TERMS AND CONDITIONS APPLY,” MAKE SURE SIGNIFICANT TERMS, COMMITMENTS, LIMITATIONS, AND QUALIFICATIONS ARE CLEARLY STATED, AND PROVIDE APPROPRIATE OPT-OUTS FOR ALL AFFILIATE SERVICES;

(I) AVOID INCLUDING CHILDREN OR YOUNG PEOPLE OR ANYONE WHO APPEARS TO BE UNDER 25 IN ANY OF THE AFFILIATE SERVICES; AND

(J) FOLLOW ALL GUIDANCE FROM DIGITAL RUSH LTD. ON REGULATORY AND BRAND PROTECTION MATTERS. SPECIFICALLY, DIGITAL RUSH LTD. MAY AT ANY TIME REQUIRE THE AFFILIATE TO STOP USING ANY PARTICULAR METHOD OR CHANNEL FOR PROVIDING THE AFFILIATE SERVICES.

4. ADDITIONAL DUTIES OF THE AFFILIATE

4.1 Throughout the duration of the Contract, the Affiliate promises, asserts and pledges to:

(A) Abide by its duties under this Contract;

(B) Adhere to any guidelines or directives given by the Company periodically;

(C) Retain adequate liability insurance with a coverage limit of at least £1,000,000, and present proof of the same to the Company upon request;

(D) Implement and enforce a strict zero tolerance policy towards modern slavery and human trafficking within its business and supply chains, and immediately report any incidents to the Company;

(E) Advertise and endorse the website(s) with the goal of recruiting new players for the Company;

(F) Utilize the Company materials exclusively for delivering the Affiliate Services;

(G) Update all relevant offers supplied by the Company within five (5) business days of receiving them. Failure to do so will give the Company the right to terminate the Contract;

(H) Keep its contact information on DIGITAL RUSH PARTNERS accurate and up-to-date at all times;

(I) Register to receive the Company's newsletter for the duration of the program. This registration must not be cancelled at any point during the program.

4.2 The Affiliate assures, commits and declares that it will not:

(A) Conduct any activity or publish any content (on its website or otherwise) which is defamatory, discriminatory, obscene, unlawful, or sexually explicit, pornographic or otherwise distasteful;

(B) Offer or consent to provide any person any gift or other consideration that could act as a stimulus or reward for any action or lack of action connected to this Contract;

(D) Use any material other than the Company materials provided to the Affiliate after 1st July 2023 for the purposes of performing the Affiliate Services, without the Company's prior written consent;

(E) Register as a customer of the Company itself or allow any of its employees, workers, contractors, or agents to register as a customer of the Company;

(F) Represent itself (via its website or otherwise) as the Company and/or make any statements about any services provided by the Company unless authorized by the Company;

(G) Perform any action that may lead to confusion between the Affiliate and the Company;

(H) Participate in any practice which may be considered deceptive, harmful, intrusive or a nuisance such as altering browser home pages without informed consent, providing or downloading software that does not function as advertised, secretly installing software, or using multiple or forced pop-up screens;

(I) Use the names, logos, trademarks, slogans or any other intellectual property owned or utilized by the Company, other than as contained in the Company Materials and for the purpose of performing the Affiliate Services;

(J) Carry out any inappropriate use of software for the Affiliate’s financial gain;

(K) Interfere with paid search or use third party keyword advertising systems;

4.3 The Affiliate will provide, at its own expense, such information to the Company as the Company may require, in order to demonstrate the Affiliate’s compliance with the terms of this Contract and to assist with any reporting information for any administrative and other regulatory obligations. The Affiliate agrees to the use of such information by the Company’s and the owner(s) or/and manager(s) of the Website(s) for these purposes and acknowledges that the Company has the right to withhold payment of any Commission if such information is not provided to the Company's satisfaction.

5. PAY-PER-CLICK (PPC) CAMPAIGNS

5.1 Direct promotion of the Company's brands through PPC advertising is not allowed.

Prohibited Keywords

5.2 The Company prohibits the Affiliate from displaying ads triggered by specific search terms. An up-to-date list of these 'negative keywords' provided by the Company can be found at https://www.digitalrushpartners.com/marketing-compliance-guidelines/negative-keywords-list/ and may be updated periodically. On top of the mentioned PPC Negative Keywords, the Affiliate is required to add all Company Brand Keywords to their negative keywords list. If an Affiliate is discovered to be using or targeting the Company's Brand Keywords, this may lead to the Affiliate's account being suspended or terminated.

Facebook Campaigns

5.3 The Affiliate is not permitted to target the Company’s community pages or groups with advertisements.

Direct Mail, Email, SMS and Whatsapp Marketing Campaigns

5.4 The Affiliate is prohibited from sending any form of communication that contains any links or any business content related to any of the Company's Brands via Direct Mail, Email, SMS, or Whatsapp individual/group messages.

6. DUTIES OF THE COMPANY

Provision of an Affiliate Online Account

6.1 As soon as reasonably practicable, the Company will provide the Affiliate with a username and password to access the Affiliate's online account.

Supply of Materials

6.2 The Company will make reasonable efforts to supply the following materials to the Affiliate via the online account:

(A) Graphic content for use in banner ads;

(B) Details of promotions or offers run by the Company that the Affiliate may promote; and

These are referred to as the "Company Materials".

6.3 The Company will make reasonable efforts to provide statistical information related to the Affiliate Services, including the number of referrals and the Commission earned by the Affiliate.

Software, Websites, and Players

6.4 While the Company strives to keep the Website(s) fully operational at all times, it offers no guarantees or assurances regarding the uptime, availability, or functionality of the Website(s). The Affiliate understands that the Company may take the Website(s) offline at any time and for any reason, including for routine or emergency maintenance.

6.5 The Company reserves the right to examine and investigate fraudulent players and to withhold payment for the duration of the investigation.

6.6 If a Player is found to be fraudulent, the corresponding Affiliate's Commission will be nullified.

7. COMMISSION & CPA PAYMENT

7.1 The Company will pay the Affiliate the Commission.

7.2 Commission Levels can be discussed and agreed upon with the Company.

7.3 Any of the conditions stated in this section 7 can be modified by mutual agreement.

Payment Calculation and Timing

7.4 The Commission will be calculated monthly and will be paid by the 25th of the following month in which the Commission was earned.

7.5 Commission payments to the Affiliate will appear as “Digital Rush Ltd.”.

7.6 The Affiliate will only be paid Commission for approved and verified Players.

CPA Payment

7.7 CPA Payment will be issued when the total deposit amount and/or the minimum wager amount have been met, as outlined in the Affiliate's Insertion Order.

7.8 The Company reserves the right to void the CPA Payment if the Player’s first deposit is made more than six months after registration.

Negative Carryover

7.9 There will be no carryover of any Net Loss from month to month.

Payment Method

7.10 Payment will be made via wire transfer. The Company reserves the right to charge the Affiliate any payment processing fees incurred by payment providers.

Chargeback

7.11 Chargebacks will be deducted from the Affiliate’s Commission due to Players' non-payment, fraudulent payment method use, or if the Player’s payment transaction is revoked and a credit is given.

Suspension for Inactivity

7.12 IF THE AFFILIATE DOES NOT REFER ANY NEW FTD OVER A SIX-MONTH PERIOD, THE COMPANY, IN ADDITION TO ITS RIGHTS UNDER SECTION 10, RESERVES THE RIGHT, AT ITS DISCRETION, AND UPON GIVING WRITTEN NOTICE TO THE AFFILIATE, TO EITHER:

(A) LOWER FUTURE COMMISSION TO 5% OF NET REVENUE (OR ANY OTHER AMOUNT THE COMPANY DECIDES) UNTIL MORE NEW PLAYERS ARE REFERRED; OR

(B) SUSPEND THE AFFILIATE'S ACCESS TO THE AFFILIATE'S ONLINE ACCOUNT AND WITHHOLD FUTURE COMMISSION PAYMENTS, WHICH WILL CONTINUE UNTIL THE COMPANY DECIDES OTHERWISE.

Other Payment Provisions

7.13 THE COMPANY MAY WITHHOLD PAYMENT OF ANY COMMISSION IF IT BELIEVES THE AFFILIATE HAS VIOLATED ANY TERM OF THIS CONTRACT OR HAS ACTED DISHONESTLY. DISHONEST BEHAVIOR MAY INCLUDE ENCOURAGING PEOPLE TO REGISTER WITH THE COMPANY JUST TO GET CPA PAYMENTS, EVEN THOUGH THEY HAVE NO INTENTION TO DEPOSIT MONEY WITH THE COMPANY.

7.14 The Company may also withhold payment of any Commission if it believes that such payment might cause the Company or the Affiliate to violate any applicable laws, rules, or regulations in any jurisdiction.

7.15 The Affiliate agrees to promptly repay the Company any money already paid to it under the circumstances outlined in sections 7.13 and 7.14, along with all reasonable legal costs and other expenses incurred by the Company in investigating the issue and recovering any losses.

7.16 If an error is made in the calculation of any Commission, the Company reserves the right to correct such error and reclaim any overpayment (and may reduce future payments which might otherwise be due accordingly). Except in the case of clear error or fraud, the Company’s calculation of Commission will be final.

7.17 All amounts payable by the Company under the Contract include amounts in respect of value-added tax chargeable at that time (“VAT”).

7.18 If the Company fails to pay any amount properly due and payable, the Affiliate has the right to charge interest on the overdue amount at the rate of 3% per annum above the base rate of NatWest Bank Plc., accruing daily from the due date until the actual payment date, whether before or after judgment. This clause doesn't apply to payments that the Company disputes in good faith.

7.19 The Company may, without limiting its other rights or remedies, offset any amount owed to it by the Affiliate against any amount payable by the Company to the Affiliate under the Contract.

8. INTELLECTUAL PROPERTY RIGHTS

Ownership of IP

8.1 Each party shall maintain all Intellectual Property Rights in its own name, logos, slogans, trademarks, and any other material that it currently uses or may use in the future.

Limited License Grant

8.2 The Company provides the Affiliate with a non-exclusive, revocable, royalty-free license to use the Company Materials during this Contract's term, strictly for the performance of the Affiliate Services. Unless this Contract or law permits, the Affiliate is not allowed to copy, modify, or reverse engineer the Company Materials.

Keyword Bidding Prohibition

8.3 The Affiliate commits not to bid on any keywords or search terms used by internet search engines if the keyword or search term matches or is a variant of, or could potentially be confused with any trademarks, slogans, or other intellectual property used by the Company.

Domain Name Registration Prohibition

8.4 The Affiliate shall not purchase or promote any domain that uses disallowed key terms. This includes any of the Company’s brands. Disallowed key terms also encompass related key terms, related brand names, or any phrase that contains words associated with or a variation of the marketed terms.

9. CONFIDENTIALITY

9.1 Both parties must keep confidential any Confidential Information disclosed to each other, whether in writing, electronically, or orally, about the disclosing party's business or affairs resulting from negotiations before or during this contract or its performance.

9.2 Neither party should reveal any of the other’s Confidential Information to any other person except those of its employees or agents who are involved in the Project and need to know the information.

9.3 Despite the provisions of Clause 9, a party may disclose Confidential Information if required by law, a government or regulatory authority, or a court or other authority with competent jurisdiction, provided that, if legally permissible, it gives the other party as much notice of the disclosure as possible and considers the other party's reasonable requests concerning the disclosure's content.

9.4 Each party must inform its employees, agents, and subcontractors (“Representatives”) of the other's Confidential Information's nature and take all necessary steps to ensure their compliance with this Clause. Each party acknowledges that it is responsible for its Representatives complying with this contract's terms and will be liable to the other party for any failure by its Representatives to handle any Confidential Information in accordance with this contract as if they were a party to it.

10. INDEMNIFICATION

10.1 THE AFFILIATE SHALL FULLY INDEMNIFY THE COMPANY AGAINST ALL COSTS, EXPENSES, DAMAGES AND LOSSES (WHETHER DIRECT OR INDIRECT), INCLUDING ANY INTEREST, FINES, LEGAL AND OTHER PROFESSIONAL FEES AND EXPENSES AWARDED AGAINST OR INCURRED OR PAID BY THE COMPANY AS A RESULT OF OR IN CONNECTION WITH:

(A) ANY CLAIM or sanction MADE AGAINST or imposed on THE COMPANY BY ANY THIRD PARTY or regulatory authority ARISING OUT OF, OR IN CONNECTION WITH, THE DELIVERY OF THE AFFILIATE SERVICES, TO THE EXTENT THAT SUCH CLAIM RESULTS FROM THE BREACH OR NEGLIGENT PERFORMANCE OF THE CONTRACT BY THE AFFILIATE, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS; AND

(B) ANY CLAIM BROUGHT AGAINST THE COMPANY FOR ACTUAL OR ALLEGED INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF, OR IN CONNECTION WITH THE AFFILIATE SERVICES (EXCEPT TO THE EXTENT THAT THE CLAIM ARISES FROM THE COMPANY’S ACTS OR OMISSIONS).

10.2 This clause 10 shall survive the termination of the Contract.

11. LIABILITY

11.1 EXCEPT FOR ANY LIABILITY ARISING UNDER CLAUSE 11.1, neither party shall be held accountable to the other for any:

(A) LOSS OF REVENUE OR PROFITS;

(B) LOSS OF BUSINESS;

(D) LOSS OF GOODWILL;

(E) WASTED MANAGEMENT OR OFFICE TIME;

(F) SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS.

These are valid WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

12. TERMINATION

The Contract can be terminated at any time

12.1 EITHER PARTY MAY TERMINATE THIS CONTRACT AT ANY TIME (AND WITHOUT HAVING TO PROVIDE REASONS) BY SERVING NOTICE IN WRITING TO THE OTHER PARTY.

Actions required upon Contract termination

12.2 Upon termination of the Contract for any reason, the Affiliate shall immediately cease providing the Affiliate Services and within 48 hours:

(A) remove all Company Materials along with any other references to the Company;

(B) destroy any electronically stored information that the Affiliate has received from the Company (including any Company Materials that the Affiliate has downloaded);

(C) destroy any hard copies of materials created by the Affiliate for the purposes of performing the Affiliate Services; and

(D) upon request, certify to the Company that it has complied with the provisions of this clause.

13. GENERAL

Force Majeure

13.1. Neither party shall be held accountable to the other for any delay or failure to fulfill its obligations under the Contract if such delay or failure is caused by an event or circumstance beyond that party's reasonable control, which could not have been anticipated or, even if foreseeable, was unavoidable.

Assignment, Subcontracting, and Change of Ownership or Control

13.2. The Affiliate cannot assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract without prior written consent from the Company. The Affiliate must notify the Company in writing within seven days of any change of ownership or control of the Affiliate and provide any reasonably requested information about the new owners or controllers.

13.3. The Company may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

13.4. Any notice or communication is considered received if personally delivered to the Company address mentioned above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by email, on the day of transmission.

13.5. Clause 13.4 shall not apply to the service of any proceedings or other documents in any legal action.

Waiver

13.6. A waiver of any right under the Contract is only effective if it is in writing and it shall not be considered as a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall be considered as a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Severance

13.7. If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

13.8. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

No Partnership

13.9. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as an agent for, or to bind, the other party in any way.

Third Parties

13.10. The Affiliate and the Company, may enforce the terms of this Contract in accordance with this clause, this Contract, and the Contracts (Rights of Third Parties) Act 1999.

13.11. Except as provided in clause 13.10, a person who is not a party to the Contract shall not have any rights under or in connection with it.

Variation

13.12. Any changes, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Company.

Governing Law and Jurisdiction

13.13. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.