Party Poker - Online Poker Room with $1million Bonus

Standard Affiliate Agreement

IMPORTANT - READ CAREFULLY BEFORE ACCEPTING THIS AGREEMENT, THEN PRINT AND STORE ALONG WITH ALL CONFIRMATION EMAILS REFLECTING YOUR TRACKERS, FEES AND PAYMENTS.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS (OR ARE NOT AUTHORISED TO DO SO) YOU SHOULD NOT JOIN OUR AFFILIATE PROGRAM OR (IF YOU HAVE ALREADY JOINED OUR AFFILIATE PROGRAM) EMAIL US AT affiliates@PartyPoker.com TO TERMINATE THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS REGARDING OUR AFFILIATE PROGRAM OR THESE TERMS AND CONDITIONS PLEASE CONTACT US AT THE SAME EMAIL ADDRESS.

This Standard Affiliate Agreement, your completed Affiliate Sign Up Form, our Electronic Marketing Rules, any other guidelines or additional terms we provide to you via email or our Site and the associated Payment Plan (together the "Agreement") contain the complete terms and conditions that apply to your participation in the PartyPoker online site affiliate program ("Affiliate Program"). In the event there is a conflict between this Agreement and any other additional terms this Agreement shall take precedence unless such additional terms expressly reference variation to this Agreement.

Where used in this Agreement, references to:

you

your

Affiliate

BENEFICIARY

Affiliate Sign Up Form

our

1. GENERAL

1.1 This Agreement shall govern our relationship with you in relation to the Affiliate Program for the Site and modifies, replaces and supersedes the previous Version of the PartyPoker.com Affiliate Program.

1.2 When you indicate your acceptance of these terms and conditions on the Affiliate Sign Up Form, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT (as amended or modified from time to time in accordance with Section 1.3 below).

1.3 We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Website. Any such modification will only take effect 30 days after the date of posting or sending of any such notice (whichever is the earlier). It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFLIATE PROGRAM FOLLOWING SUCH 30 DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.

1.4 You acknowledge and agree that regulations 9(1) and 9(2) (Information to be provided by electronic means) and 11(1) (placing of the order) of the Electronic Commerce Directive 00/31/EC shall not apply to or have any effect on this Agreement.

2. DEFINITIONS AND INTERPRETATION

In this Agreement, references to the following words shall have the meanings set out below:

2.1 "Affiliate Cashier Account" means the account into which you receive payment by us. All payables are paid into Affiliate Cashier Accounts, unless specifically agreed otherwise.

2.2 "Affiliate Fee" is the amount due and payable to you, as calculated based solely on our system's data and in accordance with the terms of this Agreement and the Payment Plan.

2.3 "Affiliate Section" means the area of the Website that is accessible to you (you may require to access some parts of this area by logging on with the security code you are assigned by us when you sign up as a participant in the Affiliate Program and associated password) and which provides certain 'member only' functionality, including facilities to check relevant statistics, register Sub-Affiliates, update your profile, create additional Trackers, select Banners and/or Text Links.

2.4 "Banners" and "Text Links" means the graphical artwork or text, which includes Trackers and RSS feeds which are made available by us on the Affiliate Section, that you may use to connect Players to our Services from your website (or other electronic method) or using other marketing materials.

2.5 "Brand" the "Party" brand used in association with online poker and online gaming.

2.6 "Electronic Marketing Rules" means our rules for electronic marketing activities, as set out here.

2.7 "Fraud Traffic" means deposits, Gross Revenue or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating affiliate payments, and unauthorised use of any third party accounts, copyrights, trademarks and other third party Intellectual Property Rights (which for the avoidance of doubt includes our Intellectual Property Rights) and any activity which constitutes Fraud Traffic under Section 3.7 or Section 3.9 below.

2.8 "Gross Revenue" is calculated as the sum total of all Players' contribution to all "rakes" the Players contributed to while playing on our poker tables on the Website, less any credits, bonus or promotional amounts given to Players, processing charges, charge backs, and any other un-collectable revenue or deductions we are entitled to make in respect of that Player according to our Standard Terms and Conditions of Use. Moreover, a Player's contribution to the "rakes" shall be determined as the number obtained when dividing the actual amount of each rake to which the Player had contributed divided by the total number of players at the table at the start of the hand. So (for illustration purposes only and without limitation) if the rake in a hand with ten players at the table is three dollars ($3.00), each player's contribution to the rake will be thirty cents ($0.30).

2.9 "Group" means our ultimate holding company and any subsidiary companies of our holding company.

2.10 "Intellectual Property Rights" means rights to all existing and future patents, trade marks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software) moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration) know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.

2.11 "Marketing Materials" means Banners and Text Links and any other marketing materials (which may include Our Marks) that have been provided or otherwise made available to you by us and/or pre-approved by us.

2.12 "Our Marks" means the words "PARTYPOKER", "PARTYGAMING", "PARTYCASINO" and/or any logo, mark, domain name or trade name which contains, is confusingly similar to or is comprised of Our Marks or any other name or mark owned from time to time by us or any company within the Group.

2.13 "Payment Plan" means the payment plan you have accepted under which we (i) pay you either a net percentage of the monthly Gross Revenue generated by Players ("Percentage Payment Plan ") or (ii) a plan where we pay you based on the number of Players that you introduce via your Tracker (" Per Sign Up Plan "), or (iii) a variable plan whereby we pay you different rates (as notified to you on the Website or by us in writing) for revenue stream generated from Players based on the different Services those Players are customers for on our Website and/or our Site or (iv) any other plan notified in writing by us from time to time.

2.14 "Player(s)" means any person who is attached to your Tracker who has not held a Player Account with us before and who has made the minimum required deposit of US$50.

2.15 "Player Account" means a uniquely assigned account that is created for a Player when he/she successfully registers for the Services via a Tracking URL or Sign Up Bonus Code.

2.16 "Services" means any product or service provided to Players on our Site.

2.17 "Sign Up Bonus Codes" is a unique alphanumeric code that we may make available to you to provide to prospective Players. When entered, the system automatically logs the Sign Up Bonus Codes and records you as the Affiliate in relation to the relevant Player. Further, Sign Up Bonus Codes may automatically be entered/logged by our system with some CDs which we may provide to you and which may be used for installation of or our software by any prospective Player.

2.18 "Site" means the Website and any other online site or platform which is owned, operated or controlled by or on behalf of us or the Group from time to time and each of its related pages through which a Player opens a Player Account and/or accesses our Services.

2.19 "Spam" means any email or other electronic communication which you send which markets, promotes or which otherwise refers to us, the Site or our services from time to time, or which contains any Marketing Materials, Our Marks or Trackers and which breaches our Electronic Marketing Rules.

2.20 "Sub-Affiliate" means a person that you have referred to (and that has successfully joined) the Affiliate Program in accordance with the terms of this Agreement.

2.21 "Sub-Affiliate Fees" means the affiliate fees due to any Sub-Affiliate.

2.22 "Term" means the period from the date that you acknowledge and accept the terms of this Agreement by indicating such acceptance on the Affiliate Sign Up Form, until such time as this Agreement expires or is terminated in accordance with its terms.

2.23 "Tracker(s)" means the unique Tracking URL or Sign Up Bonus Codes that we provide exclusively to you, through which we track Players' and potential Players' activities and calculate Affiliate Fees.

2.24 "Tracking URL" means a unique hyperlink or other linking tool for referencing our Site or Services through which you refer potential Players. When the relevant Player opens their Player Account, our system automatically logs the Tracking URL and records you as the Affiliate.

2.25 "Website(s)" means, the website located at the URL http://www.texasholdempartypoker.com/ and at any URL with which we replace such URL from time to time (and such other web addresses including RSS feeds which are owned, operated or controlled by or on behalf of us from time to time and which make available such website) and each of its related pages.

2.26 In this Agreement (except where the context otherwise requires):

2.27 This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.

3. TERMS & CONDITIONS

3.1 Identity and Disclosure. You shall provide true and complete information to us when completing the Affiliate Sign Up Form and promptly update such information if all or any part of it changes. You shall also provide us with such other information as we may reasonably request from time to time.

3.2 Marketing Activities and Responsibilities. You shall market to and refer potential Players to the Site. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not and shall not authorize, assist or encourage any third party to:

Infringes any third party's Intellectual Property Rights;
Copies or resembles the Site in whole or in part;
Disparages us or otherwise damages our goodwill or reputation in any way;
Frames any page of the Site in whole or in part;

If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Fees and/or terminate this Agreement immediately on notice.

3.3 Approved Marketing Materials. In providing the marketing activities referred to in Section 3.2, you shall only use the Marketing Materials. You shall not modify the Marketing Materials or Our Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Site or otherwise from time to time and any applicable laws. CDs and other customised promotional materials provided to you will be at your cost and deducted from Affiliate Fees. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.

3.4 Competitive Marketing. You shall not market the Site and/or us or our Services or Our Marks in any way whatsoever, unless such activities are approved in writing by us (i) on any Site on which we promote the Site; (ii) on or through any Internet search engine on or through which we promote the Site; and (iii) in any other manner which results in you competing with us in relation to the promotion of the Site or (iv) otherwise where we request that you cease the same.

3.5 Non Assignment. Without prejudice to Section 8.6, you acknowledge and agree that Trackers are for your sole use and you shall not assign or sub-license (as appropriate) the Trackers nor any Affiliate Fees to any third party without our prior written consent.

3.6 Sub-Affiliates. You may refer other persons to us so that they may also apply to join our Affiliate Program. If any such person successfully joins our Affiliate Program we will pay you in respect of the activities of such Sub-Affiliate in accordance with the Payment Plan, provided that you register them through the "Register Sub-Affiliate" function within the Affiliate Section of the Website. You will only receive credit for sub-affiliates which comply with all applicable terms of this Agreement. Any person registered as an Affiliate cannot subsequently be reclassified as a Sub-Affiliate. You shall not:

Register yourself or any person controlled by you as your own Sub-Affiliate;
Use fictitious or alias names for the registration of Sub-Affiliates;
Offer any type of enticement of money or otherwise of monetary value or otherwise to potential Sub-Affiliates unless such enticements are approved in writing by us, including any so-called "rake-back" schemes where a proportion of the player's rake is returned to the player in any form; or
Attempt to introduce any addition or variation to our terms in relation to any potential Sub-Affiliate.

3.7 Commercial Use Only. This marketing opportunity is for commercial use only. You shall not register as a Player or make deposits to any Player Account (directly or indirectly) through your Tracker(s) (or any Sub-Affiliate's tracker(s)) for your own personal use and/or the use of your relatives, friends, employees, servants, agents or advisors, or otherwise attempt to artificially increase the Affiliate Fees payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.

3.8 Player Information. We reserve the right to refuse service to any potential Player and to close the Player Account of any Player, at any time, in our sole discretion. All data relating to the Players shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions.

3.9 Trademarks and Domain Names. You acknowledge that WPC Productions Limited and/or its affiliates within the Group and licensees, own all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Site and Our Marks. Any use of any trade mark, domain name or trade name which contains, is confusingly similar to or is comprised of Our Marks (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, you may not register or use any of Our Marks in any part of any domain name. You agree that all use by you of Our Marks inures to our sole benefit and that you will not obtain any rights in Our Marks as a result of such use. You shall not register or attempt to register any trade marks or names that contain, are confusingly similar to or are comprised of Our Marks, and You hereby agree to transfer any such registration obtained by You to us upon demand. You further agree not to attack ownership of and title to Our Marks in any way.

4. REPORTS & PAYMENTS

4.1 Reports. We will track and report Player activity for purposes of calculating your Affiliate Fees. The form, content and frequency of the reports may vary from time to time in our sole discretion. Generally, you will receive a monthly report with your payment indicating the number of new Players signed up that month per Tracker and/or the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement. In addition, daily reports may be available online for you to view new Players per Tracker. We hereby exclude any and all liability for the accuracy or completeness of any such reports.

4.2 Affiliate Fees. Subject to Section 4.4 below, Affiliate Fees will be paid to you on a calendar month basis in accordance with the Payment Plan we have approved in relation to the relevant Services by email after you have completed the registration process and/or where we have activated additional Trackers. We may elect not to accept your selected payment plan and we may convert any payment plan and any associated Trackers provided hereunder from a Percentage Share Payment Plan to a Per Sign Up Payment Plan or vice versa or to any other payment plan at any time, on notice to you by email using the email address you provide when you sign up as an Affiliate. In the event that you are an affiliate for any Services offered within the Group your activities may be subject to different Payment Plans as contained in the relevant Payment Plan terms for each relevant Brand.

4.3 Sub-Affiliate Fees. Subject to Section 3.6, you will receive, in accordance with the Payment Plan and Section 4.4 below, your commission on the affiliate fees due and payable to your Sub-Affiliate(s) for players they refer to our Site.

4.4 Minimum Payment and Time of Payment. Affiliate Fees will be paid into your Affiliate Cashier Account within fifteen (15) days of the close of each calendar month. ,We may impose reasonable restrictions on the frequency and amounts that can be cashed out of your Affiliate Cashier Account for administrative convenience and/or to protect the security of your account. Further, if the amount due is negative in any particular month, then that negative amount will carry over and be deducted against the following month. In the event, the balance carried over does not exceed US $50 within a consecutive three (3) month period, then the amount due will be voided and cancelled, and we have the right to terminate the affiliate agreement in this case..

4.5 Holdover for Fraud Traffic. In the event that, in our sole discretion, we suspect any Fraud Traffic, then we may delay payment of the Affiliate Fees to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. We are not obligated to pay Affiliate Fees in respect of Players who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Affiliate Fees in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Affiliate Fees in respect of Fraud Traffic (as appropriate).

4.6 Method of Payment. All payments will be due and payable in United States Dollars or such other currency as we will determine. Payment will be made by cheque, wire, ACH or any other method as we in our sole discretion decide; however we will use reasonable endeavours to accommodate your preferred payment method. Charges for wires or courier charges for cheques will be covered by you and deducted from your Affiliate Fees. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your Affiliate Cashier Account.

4.7 Player Tracking :. You understand and agree that potential Players must link through using your Tracker or use your sign up bonus code in order for you to receive Affiliate Fees. In no event, are we liable for your failure to use Trackers or for potential Players' failure to properly enter valid Sign Up Bonus Codes. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format.

4.8 Disputes. If you disagree with the monthly reports or amount payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received within thirty (30) days of our making available your monthly report or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Affiliate Fees due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Affiliate Fees we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.

4.9 Money Laundering. You shall comply with all applicable laws and any policy notified by us through our Site or otherwise in relation to money laundering and/or the proceeds of crime.

5. TERM AND TERMINATION

5.1 Term and Termination. This Agreement will take effect when you indicate your acceptance of these terms and conditions on the Affiliate Sign Up Form and continue until terminated in accordance with the terms of this Agreement.

5.2 Termination By You. You may terminate this Agreement, with or without cause, immediately upon written notice to us which you may send by email marked "Termination PartyPoker".

5.3 Termination By Us. We may terminate this Agreement, without cause at any time, upon written notice to you which we may send by email to such email address you have provided to us or by fax to such fax number you may have provided to us. In the event we terminate, we shall be entitled to automatically render any Trackers inoperative.

5.4 Effect of Termination. The following will apply where we terminate:

You shall stop promoting the Site and all rights and licenses given to you under this Agreement will terminate immediately;
You shall return all confidential information and cease use of any of Our Marks and the Marketing Materials;
We may leave open, redirect or deactivate any Trackers in our sole discretion without any obligation to pay you for new Players who subsequently become Players;
Provided that we have paid or do pay to you such sums as are due at the date of termination which shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums; and
Sections 2, 3.5, 3.8, 4.5, 5.4, 6, 7 and 8 and such other provisions as are necessary for the interpretation or enforcement of this Agreement shall survive any termination or expiry of this Agreement.

6. LIABILITIES

6.1 No Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE PROGRAM, OUR SITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.

6.2 Billing and Collection Limitations. We may, in our sole discretion, use any available means to block,restrict, remove or discount from your tracker certain Players, deposits or play patterns or reject the applications of potential Players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.

6.3 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Site or Services other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable hereunder over the previous twelve months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.

6.4 Indemnification. You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of this Agreement.

6.5 Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of this Agreement.

7. INDEPENDENT INVESTIGATION

7.1 Independent Investigation. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE SITE OR SERVICES.

7.2 Independent Research. YOU UNDERSTAND THAT GAMBLING LAWS MAY VARY FROM CITY TO CITY, STATE TO STATE AND COUNTRY TO COUNTRY. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS WHICH APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR AFFILIATE PROGRAM WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.

8. MISCELLANEOUS

8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Affiliate Sign Up Form (or as subsequently updated by you to us in the event of change), and to us and if unsatisfied with the response then to claims. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or 24 hours from the time of transmission.

8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

8.3 Non-Exclusive. You understand that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you in this Agreement and that such Affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from the Site to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.

8.4 Confidentiality and Non Disclosure. As an Affiliate, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).

8.5 Press. You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Affiliate Program without our prior written consent, except as required by law or by any legal or regulatory authority.

8.6 Assignment. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

8.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Gibraltar without giving effect to conflicts of law principles. You irrevocably agree to submit, for the benefit of us, to the exclusive jurisdiction of the courts of Gibraltar for the settlement of any claim, dispute or matter arising out of or concerning this Agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.

8.8 Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.

8.9 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.

8.10 Default Interest. Subject to Section 6.5, if we fail to pay you by the due date any amount payable by us under this Agreement, you shall be entitled but not obliged to charge us interest on the overdue amount, from the due date up to the date of actual payment, at the rate of 2 per cent per annum above the base rate for the time being of Barclays Bank Plc in Gibraltar.

8.11 Third Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that local law or statute.

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Last modified 8 October 2005