The following document sets out the terms and conditions (the 'Agreement') for participating in the Alowin Partners Affiliates Program (the 'Program').
The Agreement should be read by the individual or entity that may participate in the Program (the 'Affiliate'). The agreement governs the relationship between Radon B.V., a company duly registered under the laws of the Curacao by means of having its registered office at Emancipatie Boulevard 29, Curacao and being regulated and licensed by the Government of Curacao with the Master Gaming Sublicense by CIL Curacao Interactive Licensing N.V., and the Affiliate. The Agreement applies for the duration of the relationship between Radon B.V. and the Affiliate. The Agreement applies to all aspects of the Program, including, but not limited to, the application process and the possible membership that follows and the Affiliate's actions in promoting the Alowin Partners.com site and the creation of hyperlinks from the Affiliate's website(s) to Alowin Partners.com(the 'Links').
Alowin Partners may alter any or all parts of the Agreement at any time (even without prior notice to the contracting party). If applicable, notice will be given by message to the affiliate's registered email address and will be deemed to be served immediately when sent by Alowin Partners. If the Affiliate does not agree to the changes the Affiliate should terminate the Agreement in accordance with its terms. The Affiliate's continued participation in the Program after Alowin Partners have posted changes will constitute binding acceptance of such changes.
Please read the Agreement carefully before joining.
'Affiliate' means any natural and legal persons who, after having entered into the Agreement, makes space on their homepage, website(s), other media platform or e-mail, etc. ('Affiliate Site' or 'Advertising Space') available to Alowin Partners for the marketing of the Business and/or Services and acquisition of New Depositors.
'Sub-Affiliate' means any natural and legal person who, after having entered into collaboration with the Affiliate, makes space on his homepage, website, email or other media platform available to Alowin Partners for the marketing of the Business and/or Services and the acquisition of New Depositors.
'Bonuses' means any so-called 'freemoney', 'free bets', 'free-games','money-back', 'top-ups' and/or similar; and/or vouchers, rebates, discountsand/or similar that the New Depositor can utilise as payment for stakes (bets).
'Brand' means the name, concept or identity under which the Services or Business is generally, and from time to time, recognized in the public domain worldwide. The Brand is and remains the sole property of Alowin Partners.
'Business' means the Alowin Partners's business consisting of Fixed Odds Betting, the Other Betting and Gaming Activities and New Activities.
'Confidential Information' means any information of a commercial value, essential for any of the Parties, such as, but not limited to: technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, information concerning research, databases, New Depositor lists, prospect and New Depositor data, supplier lists, marketing plans, product development, manner of operation or financial condition or prospects.
'Commission' means the compensation due to the Affiliate based on the agreed percentage of Net Profit generated by the New Depositor at Site.'
'Database' means the database regarding Affiliates and New Depositors, containing any Alowin Partners proprietary New Depositor data with relevance to the Agreement, including without limitation personal data and contact information, and excluding all other Alowin Partners databases, as it stands as of the date of the Agreement, and as it stands until the date of the Agreement being terminated. The Databases are assets of a financial value belonging to Alowin Partners and represent a substantial investment made by Alowin Partners.
'Intellectual Property Rights' means any rights in computer software (including source codes), rights in data bases, rights in know-how, design rights, topography rights, copyrights, trademarks, domain names, utility models, brands, business names, registrations of and applications to register any of the aforesaid items and/or rights in the nature of any of the aforesaid items.
'Payment Agent' means the person appointed by Alowin Partners to carry out on its behalf and name payments to the Affiliates;
'Personal data' means any information relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation any and all information in relation to New Depositors and/or Affiliates.
'New Activities' means any services or products related to the Business which are not offered through Alowin Partners websites as of the date of the Agreement and which will be offered through Site following the date hereof, such as the provision of Casino and Poker game play.
'New Depositor' means a new customer having made, in compliance with the from time to time existing Alowin Partners terms and conditions ('the Rules'), a first minimum deposit with the Site, or the equivalent amount in any other by Alowin Partners accepted currency, or more, and which deposit is utilized for bona fide transactions with an ultimate aim to establish and enter a normal commercial relationship with Alowin Partners within the framework of the Business.
'Net Profit' means the total sum of the following three (3) components:
(i) on sports book activities, all gross monies received by us in respect of all settled bets made by New Depositors after deducting; (i) monies paid out to New Depositors as winnings; (ii) monies paid in the form of betting duties or taxes (or reasonable provisions in respect thereof) (iii) bad debts; (iv) fraud; (v) returned stakes; (vi) transactions which are reversed by instruction from the card-holder's bank (commonly referred to as charge-backs); and (vii) voids and bet/deposit bonuses.
(ii) on New Activities, the gross monies received by us in respect, less prize monies (winning) paid out in connection with New Activities, such as on poker activity, the gross rake and buy-in fees less (i)licensing fees, (ii) poker chips bonus, (iii) charge-backs, (iv) bad debts and(v) fraud, (vi) rake back, (vii) cash back or on casino activities, the value of opening balance with the addition of funds transferred in less (i) funds transferred out (ii) closing balance (iii) credits made to users (iv) licensing fees (v) charge-backs (vi) bad debts and (vii) fraud.
(iii) Less arm's length commission, license fees and/or similar paid out to Third Parties due to profit sharing arrangement, including but not only fees for the Technical platform, affiliates prizes and other similar cost.
For the avoidance of doubt, any amounts referred to herein-above in this definition are amounts attributable to a New Depositor only and are allocated pro rata subject to their participation in the revenue/costs generating events and the Affiliate concerned.
'Services' means the concept under which the Business is generally provided and, from time to time, made available in the public domain, in the format of language and localized customized home pages combined with call center staff having the relevant language skills.
a) Alowin Partners requires third party advertising space to promote its Brands and increase its Business, notably via increasing the number of New Depositors, and from time to time will, in cooperation with third parties, negotiate, sign and carry out its affiliate marketing strategy. In the event Alowin Partners uses a third party for the (partial) roll-out of its affiliate marketing strategy, including contract negotiation, day-to-day management of the Technical platform, payment processing, marketing or other activities, this irrespective of the legal capacity of the intermediary, whether as agent, subcontractor or other, Alowin Partners is and remains exclusively responsible for the proper execution of the Agreement.
b) Alowin Partners expressly states that the promoting or soliciting of bets is subject to legal restrictions in some countries and may even be prohibited in some cases. These restrictions may vary by date. The Affiliate acknowledges that should the promoting or soliciting of bets or the participation in prize games be prohibited under the rules and regulations of its country of domicile or be permissible only under certain preconditions not met, it may not enter into this agreement and consequently not be entitled to post the link on its website. Should any disadvantages whatsoever arise for Alowin Partners or the Affiliate due to disregard of the relevant prohibitions in the country of domicile of the Affiliate, the Affiliate shall be exclusively liable.
c) The Affiliate further confirms that it operates the Affiliate Site under its own name and that it is fully and without restrictions authorized to dispose thereof.
d) Unless otherwise agreed in writing by the Parties, each Party shall remain exclusively responsible for all and any expenses(including investment and/or running costs) incurred in respect of the obligations it undertakes in terms of the Agreement and will have no right of recourse against the other Party in respect thereof.
a) Upon conclusion of the Agreement, a unique partner identification code is assigned to integrate the Affiliate in the Technical Platform. By means of the link code assigned within the scope of the Alowin Partners Affiliate strategy, New Depositors acquired via the link on the Affiliate's website and the bets placed during such sessions are registered and/or can be further tracked.
b) The preparation of additional advertising material relating to Alowin Partners is only permissible with Alowin Partners's consent. Advertising material (of any kind whatsoever) may thus only be used after prior written approval by Alowin Partners.
c) A change of the URL address of the Affiliate Site shall not constitute a change to the agreement and shall not affect its rights and obligations arising from this agreement.
a) The Affiliate agrees to give Alowin Partners the Affiliate's reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.
b) The Affiliate shall ensure that the Affiliate does not place any Links on pages of the Affiliate Site aimed at persons under the age of 18 years.
c) In the event that the Affiliate wishes to place the Links on websites other than the Affiliate Site, the Affiliate must first obtain Alowin Partners's written consent.
d) The Affiliate may not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to any of Alowin Partners's trademarks or otherwise include the word 'Alowin Partners', 'Alowin Partners Sports', 'Alowin Partners Sportsbook',' Alowin Partners Casino', 'Alowin Partners Poker', 'Alowin Partners Affiliates' or variations thereof, or include met a tags on the Affiliate Site which are identical or similar to any of Alowin Partners's trademarks.
e) Neither the Affiliate nor the Affiliate's friends or relatives are eligible to become New Depositors (as defined below) and the Affiliate shall not be entitled to any share of Net Profit or any Fees (or any other remuneration from Alowin Partners) in relation to such relatives or friends. Relatives in this context shall include (without limitation) the Affiliate's spouse, partner, parent, child or sibling.
f) The Affiliate shall indemnify on demand and hold harmless Alowin Partners from and against any and all losses, demands, claims, damages, costs, expenses(including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Alowin Partners in consequence of any breach by the Affiliate of the Agreement.
g) The Affiliate shall not:
i. directly or indirectly offer any person or entity any consideration or incentive(including, without limitation, payment of money or other benefit) for using the Links on the Affiliate Site to access the Site (e.g. by implementing any 'rewards' program for persons or entities who use the Links on the Affiliate Site to access Site);
ii. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Alowin Partners by any person or entity;
iii. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Site;
iv. engage in transactions of any kind on the Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
v. take any action that could reasonably cause any end user confusion as to Alowin Partners 's relationship with the Affiliate, or as to the site on which any functions or transactions are occurring;
vi. Other than providing the Links on the Affiliate Site in accordance with the Agreement and any promotion contemplated by Clause4 (j), post or serve any advertisements or promotional content promoting Site;
vii. post or serve any advertisements or promotional content promoting the Site or otherwise around or in conjunction with the display of the Site (e.g., through any 'framing' technique or technology or pop-up windows or pop-under windows), or assist, authorize or encourage any third party to take any such action;
viii. Attempt to artificially increase monies payable to the Affiliate by Alowin Partners;
ix. cause the Site (or any page thereof) to open in a visitor's browser other than as a result of the visitor clicking on a Link on the Affiliate Site; or
x. attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in the Program.
xi. Use any form of spam (including search engine spamming) or unsolicited mail in its attempts to refer New Depositors to the Site.
xii. Be under eighteen (18) years of age; and he/she is obliged to provide Alowin Partners upon simple request at any time a copy of his/her ID and billing address if needed. Alowin Partners reserves the right at any time to request that the Affiliate or player produce documents to verify his/her identity and/or other facts. Refusal to do so may be considered, at Alowin Partners's sole discretion, as fraudulent activity that will be subject to all the consequences listed above.
xiii. Alowin Partners determines, in its sole discretion, which the Affiliate has engaged in any of the foregoing activities or doubtful patterns, and the list above is not limitative. As a result Alowin Partners may without limiting any other rights or remedies available to it, (a) withhold any monies otherwise payable to the Affiliate, in particular adjust the commission earned on the offending player in the affiliate account to 0%, sever the relationship between the affiliate and the player account and/or (b) close the player and/or affiliate account and/or immediately terminate the Agreement.
h) If the Affiliate contacts any of the Affiliate's users to promote the Site or the Links, the Affiliate shall make clear in the body of any such communication that such communication is made without the knowledge or involvement of Alowin Partners and that any complaint that the relevant user may wish to make should be addressed to the Affiliate and not Alowin Partners.
i) The Affiliate shall at all times comply with the reasonable data protection standards and any other related or similar legislation.
j) In any event, the Affiliate shall inform users of the Affiliate Site ('Users'), via a privacy policy or other appropriate means, that tracking technology will be installed on the User 'shard drive when a User clicks on the Links.
a) Alowin Partners shall supply the Affiliate with the Links for inclusion on the Affiliate Site and may update such Links from time to time.
b) Subject to the Affiliate complying with Alowin Partners's instructions with regard to tracking of New Depositors accessing the Site via the Links on the Affiliate Site, Alowin Partners shall use reasonable endeavors to ensure that whenever a New Depositor links to the Site through the Links on the Affiliate Site and they subsequently place a bet with Alowin Partners, the relevant New Depositor is identified as originating from the Affiliate Site. However, Alowin Partners shall not be liable to the Affiliate in any way if Alowin Partners is unable to identify a New Depositor as originating from the Affiliate Site.
c) Alowin Partners shall be entitled to exercise any of its rights or fulfill any of its obligations hereunder (including without limitation its payment obligations pursuant to clause 6) through any company within the group of companies containing Alowin Partners.
d) Alowin Partners shall have the discretionary right to accept or decline any offer to execute the Alowin Partners General Affiliate Marketing Agreement. In the event Alowin Partners declines an offer, it shall not be obliged to indicate a reason, nor shall any compensation, remuneration or other indemnity be due.
e) We reserve the right to update and change the Terms and Conditions from time to time without notice. Any amendments, modifications, enhancements or changes to The Program (including the release of new features and resources made available by us from time to time) shall be subject to these Terms and Conditions. Continued use of The Program after any such changes shall constitute your consent to such changes.
f) The COMPANY reserves the right, without liability to you, to reject your application without reference to you or assigning any reason thereto.
g) If we suspect the Terms and Conditions have been breached, or the occurrence of fraudulent traffic, payment requests may be held over for investigation and your account may be frozen until we can validate that there has been no breach of the Terms and Conditions.
h) We track and report all player activity for the purposes of calculating your affiliate earnings.
i) No payment shall be due if the Company has reason to believe that traffic generated by the Affiliate is illegal or is in breach of any of the provisions of the Agreement between the Affiliate and the Company.
j) Applicants must provide at least 5 active players to become a qualified affiliate and to have the right to request a withdrawal. Any earnings accrued during this time will remain in the affiliate's account until this rule has been met.
a) The Affiliate in the Program shall be entitled to receive, on a monthly basis a revenue based on a percentage (to be agreed upon between the parties) of the Net Profit ('Commission').
b) The Affiliate shall be entitled to receive the Commission for each New Depositor for a lifetime value from the date of the first deposit made by the New Depositors, except in the event of a termination of the Agreement. In the event of termination, the payment of the Commission shall end after a period of 6 months following the date of the Agreement's effective termination.
c) To receive revenue based on a percentage of the Net profit of his Sub-Affiliate, the Affiliate shall register the Sub-Affiliate through the Program. The Affiliate is individually responsible for registering his Sub-Affiliate and cannot claim revenue from a Sub-Affiliate not registered through the Program. The Terms and Conditions shall apply to the Sub-Affiliate. The Affiliate undertakes the responsibility to not use a fictitious name or alias when registering a Sub-Affiliate and is not allowed to register himself as a Sub-Affiliate. The Affiliate is entitled to receive 5% of his Sub-Affiliate's Commission.
d) Alowin Partners shall provide the Affiliate with statements accessible through the Technical Platform at www.Alowin Partners.com detailing the number of New Depositors and the Affiliate's share of Net Profit, if any, which have accrued to the Affiliate over the course of the calendar month. Such statements shall in principle be updated daily. At the end of a calendar month, Alowin Partners shall record the Affiliate's total share of Net Profits, if any, during the previous calendar month ('Commission'). If the Affiliate has chosen to be paid by any other means other than to a Alowin Partners Player Account (such as Moneybookers, Neteller or National or International WireTransfer) and if a Revenue Share does not exceed 50 USD or similar, Alowin Partners shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forward sum) exceeds 50 USD or similar.
e) It is understood and agreed that Affiliate has at any time secured real time access to the Technical Platform, always provided that Alowin Partners does not object such access for duly motivated reasons, such as network and IT maintenance and/or security threats. Affiliate understand sand accepts that the real time data of the Technical Platform are merely estimations and/or have an indicative value. After the end of each calendar month, shall Alowin Partners provide Affiliate with a consolidated monthly statement containing the aggregated and accurate data concerning the generated Net Profits and the commissions of each Affiliate.
f) Affiliate understands and accepts that access to the Alowin Partners Affiliates Technical Platform, including without limitation the Affiliate Software back-office module, is subject to the highest confidentiality obligation and any misuse, whether intentionally or not, of said limited access right shall be considered as a substantial breach of essential obligations under the present Agreement(obligation of result).
g) All payments to Affiliate shall be made by a Payment Agent appointed by Alowin Partners. Both Parties agree and acknowledge that Alowin Partners may change from time to time, and at its sole discretion, the payment method and/or Payment Agent, always provided Alowin Partners is and remains exclusively responsible for payment of any amounts due.
h) All payments required to be made under the Agreement shall be made in USD. The applicable exchange rate, if any, shall be the ones from time to time used by Alowin Partners for internal Group reconciliation purposes, as for currently reported by OANDA(http://www.oanda.com) a registered Futures Commission Merchant (FCM) with the Commodity Futures Trading Commission (CFTC) and a member of the National Futures Association. For the avoidance of doubt, all payments shall be made inclusive of VAT, if applicable and the Affiliate is individually responsible for withholding tax, VAT and social fees.
i) Invoices and payment are processed automatically through the Alowin Partners technical platform. Payments shall be made by the end of each month.
j) In the calculation of Net Profit, when a New Depositor account results in a negative balance for the Affiliate, due to New Depositor winnings and/or bonuses, the said balance will be set to zero at the beginning of each month. No negative carry over will be taken into account from one month to another in the calculation of the Commission due to the Affiliate.
a) Nothing in the Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights, including, without limitation, patents, trademarks, service marks ,registered designs, copyrights, database rights, rights in designs, inventions and Confidential Information, etc. which arise in result of entering into or the performance of the Agreement.
b) All Intellectual Property Rights created and/or deriving out of the Agreement, including, without limitation, banners, advertising material, contents, the Database, including contents and personal data, shall be or become the sole property of Alowin Partners, and Affiliate shall have absolutely no rights therein.
c) Alowin Partners grants the Affiliate a non-exclusive and worldwide right to display the Alowin Partners Brand features and related content (the 'Alowin Partners Content') during the Term solely for the purposes of the display of the Links by the Affiliate on the Affiliate Site as set out in the Agreement and in accordance with Alowin Partners' guidelines as may be provided to the Affiliate from time to time. All intellectual property rights and any goodwill arising in the Links and in all betting products, associated systems and software relating to the services provided by Alowin Partners to its New Depositors from time to time shall remain the property of Alowin Partners. The Affiliate is not permitted to use the Alowin Partners Content in any way that is detrimental to Alowin Partners or the reputation or goodwill of Alowin Partners. The Affiliate is not permitted to alter or modify in any way the Alowin Partners Content without the express prior written consent of Alowin Partners.
d) In particular, unless prior written approval, the Affiliate may not purchase or register domains names which are identical or similar to any of Alowin Partners's trademarks or otherwise include the word 'Alowin Partners','Alowin Partners Sports', 'Alowin Partners Sportsbook', 'Alowin Partners Poker', 'Alowin Partners Casino', 'Alowin Partners Affiliates' or variations which are identical or confusingly similar to any of Alowin Partners's trademarks.
e) The Parties agree that the right mentioned in Clause 7 (c) is non-transferable and terminable at any time at the instance of Alowin Partners.
f) The Affiliate agrees that the Affiliate Site shall not resemble in any way the appearance and/or the general impression of the Site, nor will the Affiliate create the impression that the Affiliate Site is the Site (or any part thereof).
g) Upon termination of the Agreement, each Party shall hand over to the other Party proprietary material or information, and, as the case may be, destroy in a secure manner remaining copies of the same. Notwithstanding any disposition to the contrary in the Agreement, Affiliate acknowledges that after termination of the Agreement, it will not be allowed to keep a copy of the Alowin Partners Content, the Databases, personal data or Confidential Information, and may not exploit, directly or indirectly, Alowin Partners proprietary information, materials or works.
a) Each party to the Agreement represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into the Agreement, to grant to the other party the rights and licenses granted in the Agreement and to perform all of its obligations under the Agreement.
b) Each party to the Agreement represents, warrants and undertakes to the other that it has obtained and will maintain in force all necessary registrations, authorizations, consents and licenses to enable it to fulfill its obligations under the Agreement and that it fully complies with, and shall continue fully to comply with, the preconditions set out in Clause 3and all applicable laws and regulations.
c) The Affiliate represents, warrants and undertakes that the Affiliate Site shall contain no material which is defamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third-party rights and shall not link to any such material.
d) The Affiliate warrants that it shall at all times comply with any local and international data protection standards any other related legislation and the Affiliate shall indemnify on demand and hold harmless Alowin Partners from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Alowin Partners as a result of any breach by the Affiliate of this warranty.
e) Alowin Partnerst is associated with companies working for the prevention of gambling addiction (Gam care). The Affiliate should provide all the information to fight the dependence on game. The Affiliate should place links directed to the aforementioned sites.
f) The Affiliate agrees to work to ensure a lack of access to children and young persons. Affiliates must not deliberately provide facilities for gambling in such a way as to appeal particularly to children or young people, for example by reflecting or being associated with youth culture.
Alowin Partners makes no representation that the operation of the Site will be uninterrupted or error-free and Alowin Partners will not be liable for the consequences of any interruptions or errors.
The Affiliate (the 'Indemnifying Party') shall indemnify on demand and hold blameless Alowin Partners and each of its associates, officers, directors, employees, agents, shareholders and partners(the 'Indemnified Party') from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by the Indemnified Party in consequence of any breach, nonperformance or non-observance by such Indemnifying Party of any of the obligations or warranties on the part of the Indemnifying Party contained in the Agreement.
a) Nothing in this Clause shall limit Alowin Partners's liability resulting from willful misconduct.
b) Alowin Partners shall not be liable, in contract, tort (including without limitation negligence) or for breach of statutory duty or in any other way for:
i. any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or
ii. any loss of goodwill or reputation; or
iii. any indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of the Agreement, or any other matter under the Agreement.
c) The liability of Alowin Partners shall not, in any event, exceed the sum of the total monies paid by Alowin Partners to the Affiliate over the12 months period preceding the date on which such liability accrued.
a) This Agreement shall start on the date that Alowin Partners notifies the Affiliate that its application has been successful in accordance with Clause 4. This Agreement shall continue thereafter unless and until terminated in accordance with Clauses 13 (b), (c) and (e) (hereinafter the Term).
b) Notwithstanding Clause 12 (a), Alowin Partners may bring the Term to an end with immediate effect by written notice to the Affiliate if:
i. the Affiliate commits a breach of its material obligations under the Agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice from the other;
ii. the Affiliate becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fid amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.
iii. the Affiliate sells its business, or any part herein, and/or registers any change of beneficial owner.
c) Notwithstanding Clauses 12 (a) and (b) Alowin Partners may unilaterally terminate the Agreement on delivery of two weeks' prior written notice to the other party, and without giving any reason therefore.
d) Alowin Partners shall forthwith give notice in writing to the other party of any event within clause 12(b) (ii) which occurs during the Term and which would entitle Alowin Partners to bring the Term to an end.
e) The parties shall have no further obligations or rights under the Agreement after the end of the Term, without prejudice to any obligations or rights which have accrued to either party at the time when the Agreement ends save that clauses 1, 2, 8, 9, 11, 12, 13(e), and 14, together with those other clauses the survival of which is necessary for the interpretation or enforcement of the Agreement, shall continue to have effect after the end of the Term.
a) This Agreement constitutes the entire Agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of the Agreement. Each of the parties acknowledges and agrees that in entering into the Agreement, and the documents referred to in it, 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 to the Agreement or not) other than as expressly set out in the Agreement. Nothing in this clause shall operate to limit or exclude any liability for fraud.
b) In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under the Agreement or bylaw, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
c) The Affiliate shall not without the prior written consent of the other party assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-license or deal with the Agreement or any rights under the Agreement, or sub-contract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
d) If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Agreement which shall remain in full force and effect.
e) Any notice given or made under the Agreement to Alowin Partners shall be by email to and marked for the attention of Affiliates Manager (or as otherwise notified by Alowin Partners hereunder). Alowin Partners shall send the Affiliate any notices given or made under the Agreement to the email address supplied on the Affiliate's application form or such other email address as notified by the Affiliate to Alowin Partners. Any notice shall be deemed to have been received within two hours of delivery provided that if deemed receipt occurs before 9.00a.m. on a Work Day the notice shall be deemed to have been received at 9.00a.m. on that day, and if deemed receipt occurs after 5.00p.m. on a Work Day, or on any day which is not a Work Day, the notice shall be deemed to have been received at 9.00a.m. on the next Work Day.
f) Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavors to prevent the publication or disclosure of any confidential information concerning such matters.
g) Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
h) Neither party shall make any announcement relating to the Agreement or its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority.
Should one of the contractual provisions be or become ineffective, said ineffective provision will be replaced by one which shall come as close as possible to the commercial purpose of the void agreement. All other stipulations of the Agreement shall continue in full force and effect.
This may be executed in any number of counterparts, each of which when executed and delivered shall be an original, however, all counterparts together shall constitute one and the same instrument.
