1 INTRODUCTION
1.1 PartnerLogic™ Affiliate Program
PartnerLogic™ Affiliate Program is the name used for an affiliate program operated by OIGE N.V. (formerly known as Overseas Internet Gaming Entertainment N.V) on behalf of the properties participating in the hereinafter-explained affiliate program, including InterCasino, InterPoker, VIP Casino, Parbet and such other brands as may be added from time to time (the "Properties", individually, a "Property").
1.2 Parties
Once accepted by you, these terms and conditions (the "Agreement") constitute a legally binding agreement between:
- You, the Affiliate;
- ECash Direct (UK) Limited ("ECash Direct"); and
- OIGE N.V. ("OIGE").
(ECash Direct and OIGE to be collectively known as the "Service Providers").
2 PARTICIPATION IN THE PARTNERLOGICTM AFFILIATE PROGRAM
2.1 Terms of Participation
i. This Agreement contains the complete terms and conditions concerning your membership and participation in the PartnerLogic™ Affiliate Program ("PartnerLogic Affiliate Program"). You may become an affiliate of a Property participating in Affiliate Program by satisfying the following: (i) agreeing to bound by the terms and conditions herein contained, (ii) agreeing to bound by the terms and conditions as established by the Property you wish to affiliate with, (iii) opening an ECash Account with ECash Direct, (iv) establishing an unique user name and password, (v) setting up a tracking mechanism through the PartnerLogic website that will permit us to track user traffic that you have generated to a Property's Site; and (v) not being an employee or contractor or immediately family member of an employee or contractor or being a corporate entity that has any connections, whether direct or indirect, to an employee or contractor or immediate family member of an employee or contractor of ECash Direct, or any of its parent, subsidiary, affiliated and/or related companies (a "Group").
ii. A Site or Sites shall mean a Property's websites and any other online site or platform that is owned, operated or controlled by or on behalf of us from time to time and each of its related pages through which a player opens an account with ECash Direct and/or accesses a Property's online casino and/or poker services.
iii. Subject to completion of the foregoing, we hereby grant you the non-exclusive non-transferable right to direct users to the Sites in accordance with the terms and conditions of this Agreement. This Agreement does not grant any party an exclusive right or privilege. You shall have no claims or entitlement to Referral Fees or other compensation due to other persons, entities or websites.
iv. The PartnerLogic™ Affiliate Program is intended for your direct participation. You shall not open affiliate accounts on behalf of other participants. Opening an affiliate account for a third party, brokering an affiliate account or the transfer of an affiliate account is not accepted.
2.2 Questions
If you have any queries or questions in relation to this Agreement or any other matter related thereto, you may contact us at support@partnerlogic.com. In this Agreement a reference to us, we, our, is a reference to OIGE and includes any of its parent, holding, subsidiary and operating companies. ECash Direct technical support can be contacted at support@ecashdirect.co.uk.
2.3 Acceptance
BY CREATING A LINK TO A PROPERTY , YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT INCLUDING THE LIMITED WARRANTIES AND LIMITATIONS AND EXCLUSIONS OF LIABILITY CONTAINED IN IT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT UNDERTAKE THE STEPS DESCRIBED ABOVE AND DO NOT CREATE A LINK TO A PROPERTY.
3 RIGHTS AND OBLIGATIONS
3.1 Referred Users
The term "Referred User" refers to a user who satisfies the following (i) is a new end user who originates from your web site, e-mail newsletter or other method, (ii) uses the link set up through the PartnerLogic™ site to connect to a Property and registers with that property, and as a result of registration with the Property, (iii) opens an ECash Account and (iv) has met the minimum required deposit.
3.2 Tracking Referred Users
We will track the Referred User's play and will make available periodic reports summarizing their activity. The form, content and frequency of the reports may vary from time to time. We will use commercially reasonable efforts to provide you with remote online access to reports of Referred User activity and the Referral Fees generated. You can get access to such reports through the PartnerLogic™ site at http://www.partnerlogic.com.
3.3 Calculation of Referral Fees
i. "Referral Fees" shall mean the amount due and payable to you for the introduction of Referred Users by you to a Property through the Tracking Mechanism.
ii. "Tracking Mechanism" means the unique hyperlink or other linking tool for referencing the Sites.
iii. Casino
Referral Fees, in relation to Casino, shall be calculated using the percentage fee method, which is described as a continuous fee derived from the percentage of the monthly Net Casino Revenue generated from Referred Users. If Net Casino Revenue is in a negative position that negative amount will NOT be recovered from you and at the beginning of each month any negative position will be set at zero. "Net Casino Revenue" means the Referred User's losses from wagering less Referred User's winnings, less jackpot winnings up to 5,000 units of the applicable currency (ie) dollars, euros, pounds, etc , player incentive payments, chargebacks, fraudulent transactions and administration fees.
iv. Poker
Referral Fees, in relation to Poker, shall be calculated using the percentage fee method, which is described as a continuous fee derived from the percentage of the monthly Gross Poker Revenue generated from Referred Users. "Gross Poker Revenue" means the total fees taken by a Property from a Referred User, including poker game rake and poker tournament fees, less chargebacks, fraudulent transactions and administration fees.
v. You will receive 0% commission for referring yourself as a user through your affiliate account.
vi. Referral Fees will be credited to your ECash Account within the first seven working days of the month for activity from the previous month. All payments of Referral Fees into your ECash Account will be made in the currency of your ECash Account. OIGE shall be entitled to forthwith reclaim any overpayment.
vii. Referral Fees are based on our good faith calculation based on our statistics.
viii. We reserve the right to modify our methods of calculating Referral Fees from time to time, as we deem necessary.
3.4 Chargebacks
If at any time we detect a level of chargebacks against your ECash account that is higher than the average level of chargebacks as compared to the total deposits within a month, we reserve the right to freeze your ECash Account and withhold all payments therefrom pending our investigation of such chargebacks. In the event that we determine that you have engaged in any form of unauthorized advertising or promotion, or engaged in any unlawful or bad faith activities (regardless of whether you had knowledge of the same) which have resulted in such chargebacks, we reserve the right to take various actions including, but not limited to, withholding and forfeiting of Referral Fees, charging you for the amount of chargebacks, the closing of your ECash Account and/or immediately terminating this Agreement
3.5 Fraud and Collusion
Where it has been deemed by us that there has been collusion between Affiliates, we reserve the right to take various actions with respect to each of the Affiliates in question, including but not limited to, withholding and forfeiting of Referral Fees, charging you for the amount of costs or liabilities incurred in relation to such actions, the closing of the Affiliate's ECash Account and/or immediately terminating this Agreement. Collusion entails an agreement which occurs between two or more parties to deceive, mislead or defraud others or gain an unfair advantage. For example, Affiliate A referring Affiliate B as a user, such that Affiliate B shall play in the poker room or casino, thereby earning Affiliate A revenues pursuant to Affiliate A's PartnerLogic Affiliate Program Agreement.
3.6 Damaging Statements
Where it has been deemed by us that there have been misleading, damaging, defamatory and/or derogatory statements made by you in relation to us, we reserve the right to take various actions, including but not limited to, withholding and forfeiting of Referral Fees, charging you for the amount of costs or liabilities incurred in relation to such actions, the closing of the Affiliate's ECash Account and/or immediately terminating this Agreement.
3.7 Limitation on Advertising
You may create a link to a Property only in accordance with the rules and conditions established by that particular Property and us. You shall not refer to a Property, ECash Direct, CryptoLogicTM, WagerLogic™, PartnerLogic™ or us in any promotional materials. You shall not engage in spamming and must at all times practice "Netiquette", this includes any attempt to spam a user through the chat functionality in the participating property's chat facility. You shall not earn Referral Fees from Referred Users generated in bad faith, or arising from unauthorized advertising or promotion. In the event that we determine that you have engaged in any form of unauthorized advertising or promotion, or engaged in any unlawful or bad faith activities (regardless of whether you had knowledge of the same), we reserve the right to take various actions including, but not limited to, withholding and forfeiting of Referral Fees, the closing of your ECash Account and/or immediately terminating this Agreement. The use of domain names or any bid made by you to any Internet search engine, on keywords related to the Properties including, without limitation, ECash Direct, CryptoLogicTM, WagerLogic™, PartnerLogic™, VIP CasinoTM, InterCasino, InterPoker or Parbet trademarks or words that are confusingly similar, shall be considered to be a breach of the good faith provisions contained in this clause.
3.8 PartnerLogic Guidelines
As part of PartnerLogic's efforts to maintain the integrity of the Properties branded group of websites, all websites deemed a copy of any of the core properties, including and not limited to the sites below, will be asked to remove all suspect/plagiarized content.
www.interpoker.com
www.intercasino.com
www.intercasino.co.uk
http://danish.intercasino.com
http://deutsch.intercasino.com
http://espana.intercasino.com
http://france.intercasino.com
http://ita.intercasino.com
http://japan.intercasino.com
http://spanish.intercasino.com
www.vipcasino.com
www.parbet.com
A website will be classed as having enough similar content to jeopardize our and/or a Property's sites in any one of the search engines if there is as little as 15% copied content. Should the copy not be updated within 5 working days, your account will be suspended pending review of the situation.
3.9 Not an Agency Relationship
Your participation in the PartnerLogic Affiliate Program does not constitute an agency relationship and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. You have no authority to make or accept any offers, representations, warranties or covenants on our behalf or on behalf of the Properties or ECash Direct.
3.10 Banners and Other Marketing Materials
You will only use approved marketing materials, banners and icons found on the PartnerLogic™ site and will not alter their appearance, except with our prior written approval. The appearance and syntax of the hypertext transfer link are designed and designated by us and constitute the only authorized and permitted representation of a Property. You may not link to any Property in any way except as expressly permitted under this Agreement.
3.11 Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your web site and for all content that appears on your web site, including but not limited to ensuring that all content on your web site complies with all applicable laws. We shall not be liable for any loss or damage caused or suffered by anyone in connection with your activity, and we disclaim all liability for such loss or damage. Further, you agree to fully indemnify and hold us, ECash Direct and the Properties, and each of their Group, and each of their respective directors, officers, employees and contractors harmless from all claims, damages, costs and expenses (including, without limitation, legal fees and expenses) relating to your activity.
3.12 Unsuitable Websites
WE MAY TERMINATE THIS AGREEMENT AND PREVENT ACCESS BY YOU AND YOUR USERS INCLUDING REFERRED USERS IF WE DETERMINE IN OUR SOLE DISCRETION THAT YOUR WEB SITE OR ACTIVITY IS UNSUITABLE. Unsuitable sites include, but not limited to, those that: display child pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability or sexual orientation, promote illegal activities, violate intellectual property rights or promote abuse of internet casino games and promotions.
3.13Permission to use Trademarks
We grant you permission to use the trademarks of the Property with which you affiliate for the duration of this Agreement. You acknowledge that you are not receiving any interest in any trademark of such Property other than as stipulated in this Agreement. You shall not assert the invalidity, unenforceability, or contest the ownership of any trademark in any action or proceeding, and shall not take any action that may prejudice our or our licensor's rights in the said trademark, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
3.14 Confidential Information
During the term of this Agreement, you may be entrusted with confidential information relating to the business, operations, or underlying technology of a Property, ECash Direct, us, and/or any of their Group and/or the PartnerLogic Affiliate Program. You agree not to disclose such confidential information to outside parties without our prior written consent, and you shall use such confidential information only to further the purposes of this Agreement. Your obligations with respect to such confidential information shall survive termination of this Agreement. You will procure that any of your employees or contractors to whom confidential information is disclosed (subject to prior consent) comply with these confidentiality obligations.
3.15 Intellectual Property
All intellectual property and other proprietary rights in any materials provided by us to you under this Agreement are the sole and exclusive property of us or our licensors. Nothing in this Agreement and your use of such materials or participation in the PartnerLogic Affiliate Program shall result in your acquiring any ownership or other proprietary interest in, or to, any such rights. You agree that we are the sole and exclusive owners of any and all of the intellectual property and other proprietary rights in all data collected or generated under this Agreement (including but not limited to all data relating to Referred Users) and that we may use all such data in any manner we determine in our sole discretion.
3.16 Wagering
You are NOT permitted under any circumstances to wager in any casino or poker room with your affiliate account. Should this activity be found, your account will be suspended with all monies held while this is investigated.
4 TERM AND TERMINATION
4.1 Term and Termination
The term of this Agreement will begin when you accept the terms of this Agreement and continue until a party notifies the others in writing that it wishes to terminate the Agreement for any reason, in which case this Agreement may be terminated immediately upon the sending of such notice. For purposes of notification of termination, the sending of an e-mail is considered a written and immediate form of notification.
4.2 Post-Termination
Upon termination by a party:
i. You must immediately remove all banners/icons from your web site or other form of media and/or marketing materials and immediately disable all links from your web site to a Property.
ii. All rights and privileges given to you under this Agreement shall immediately terminate.
iii. You will be entitled to unpaid Referral Fees, if any, earned by you up to and including the date of termination, provided that you have fulfilled your obligations under this Agreement. We may deduct any sum that you owe us from any unpaid Referral Fees prior to accounting to you for such unpaid Referral Fees. If within 30 days of termination, a balance remains in your ECash Account, such amount shall be forfeited to us for our own use absolutely.
iv. You will not be entitled to Referral Fees earned after the date of termination.
v. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. If a Property continues to permit play from Referred Users after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
vi. You will return to us any Service Provider Confidential Information, and all copies of it in your possession, custody and control.
vii. You will cease all uses of any trade names, trademarks, service marks, logos and other designations of any Property participating in the PartnerLogic Affiliate Program, WagerLogic™, OIGE, CryptoLogicTM and ECash Direct.
viii. Clauses 3.4, 3.5, 3.6, 3.9, 3.11, 3.14, 3.15, 4.2, 6, 7.2, 7.4, 7.7, 7.8, 7.10, 8 and 9 and such other provisions as are necessary for the interpretation or enforcement of the Agreement after termination, shall survive any termination or expiry of the Agreement.
5 MODIFICATION
5.1 Amendments
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. We may amend this Agreement, or modify any of the terms and conditions of this Agreement, at any time and in our sole discretion. Modifications may include changes to Referral Fee calculations or PartnerLogic Affiliate Program rules. Any changes to this Agreement take effect from the date that the changes are uploaded to PartnerLogic™ site at http://www.enduserterms.com/partnerlogic/00/license.html . We will make reasonable efforts (in our discretion) to notify you of changes to this Agreement however you acknowledge that you have responsibility for regularly checking whether this Agreement has changed by frequently visiting the PartnerLogic™ site and making appropriate enquiries.
5.2 Acceptance of Amendments
IF ANY MODIFICATION OF THIS AGREEMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PARTNERLOGIC AFFILIATE PROGRAM FOLLOWING SUCH MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE OF SUCH MODIFICATION.
6 INDEMNITY
You shall defend, indemnify, and hold the Service Providers, our partners, the Properties, and each of their respective Group and each of their respective directors, officers, employees, and representatives harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses, including legal fees, resulting from, arising out of, or in any way connected with your participation in the Partner Affiliate Program, any breach of this Agreement by you, your acts or omissions, or your use or misuse of the banners, icons and/or Tracking Mechanisms.
7 ECASH TERMS
7.1 ECash Software
We have an agreement with ECash Direct that allows ECash Direct to provide you with the ECash Services. As a condition of entering into this Agreement, you will install the ECash Software and you will be required to open an electronic cash account with ECash Direct (the "ECash Account"). Subject to the terms, conditions and restrictions contained in this Agreement, and subject to the payment of any requisite fees to ECash Direct for use of the ECash Account (the "Fees"), ECash Direct permits you to access and use the ECash Software and the ECash Services only in accordance with this Agreement.
7.2 ECash Account
We reserve the right to instruct ECash Direct to (i) refuse any application for an ECash Account; (ii) to freeze funds in your ECash Account (which are subject to reclamation by us) depending on the conclusion reached by ECash Direct relating to any activity that ECash Direct determines to be illegal, deceptive or fraudulent; and/or (iii) to close any existing ECash Account at any time for any reason. If we elect to instruct ECash Direct to close your ECash Direct account, the balance, subject to any amounts in dispute or review, will be paid out to you unless such request arises due to OIGE retaining a third party for the purposes of providing you with electronic cash services similar to the ECash Services. In such case, the balance in your ECash Account will be transferred to such third party provider and you consent to such transfer.
7.3 Use of ECash Account
i. Subject to the terms of this Agreement, you may use the ECash Services to transfer funds from your ECash Account to you ("Transfer Transaction"). You may not use your ECash Account for online gambling and/or peer to peer transfers.
ii. You may instruct ECash Direct to conduct a Transfer Transaction transferring funds from your ECash Account by first providing ECash Direct (in writing or via email or through any other electronic process provided for in the ECash Software from time to time) with such information as ECash Direct may require from time to time. Except as expressly provided otherwise in this Agreement once you have instructed ECash Direct to conduct a Transfer Transaction (an "Authorised Transfer Transaction"), it may not be terminated or reversed by you. ECash Direct reserves the right to reverse an Authorised Transfer Transaction if in our sole discretion it is necessary to do so. If you or ECash Direct assert that any Transfer Transaction was made in error or without valid authorization, ECash Direct may, in its absolute discretion, reverse or adjust such Transfer Transaction.
7.4 No Liability
No Service Provider will have liability whatsoever for any claims, damages or expenses which you or any third party may incur or suffer as a result of:
i. the processing, reversal or adjustment of any Authorised Transfer Transaction;
ii. ECash Direct's failure or refusal to process, reverse, or adjust any Authorised Transfer Transaction;
iii. the withholding or reclamation of funds in your ECash Account due to deceptive activities as determined by ECash Direct, including but not limited to, you perpetration of fraud or unsuitable behaviour; or
iv any delay (regardless of the cause) in the processing, reversal or adjustment of any Authorised Transfer Transaction.
7.5 Refusal to Process
Notwithstanding the provisions of this Clause, ECash Direct may, in its sole and absolute discretion, refuse to process any Transfer Transaction for any reason whatsoever or modify the means by which users of the ECash Service may effect a Transfer Transaction.
7.6 Multiple Accounts.
You are permitted to establish one ECash Account only for Referred User referral purposes. If you have multiple ECash Accounts for referral purposes, they will be deemed to be a single ECash Account for the purposes of this Agreement. ECash Direct may in its sole and absolute discretion consolidate multiple ECash Accounts into a single ECash Account at any time or ECash Direct may, in its sole and absolute discretion, implement measures or take action against any one of your ECash Accounts for issues that arise in or in connection with other ECash Accounts associated with you.
7.7 Inactive Accounts
Your ECash Account will be deemed to be inactive if no withdrawal transaction have been recorded on your ECash Account in any continuous period of ninety (90) days. Once your ECash Account is deemed to be inactive, you agree to pay ECash Direct a monthly service fee of the then applicable fee (or the current balance of your account, if less) so long as a balance remains after which the account will be closed. You authorize ECash Direct to debit this fee from your ECash Account on the first day of the month following the day on which your ECash Account is deemed inactive, and on the first day of every subsequent month that your ECash Account remains inactive, until your ECash Account becomes active again or the balance of your ECash Account is nil, at which time you authorize ECash Direct to close your ECash Account.
7.8 Deemed Termination.
Notwithstanding the foregoing, if no withdrawal transactions have been recorded on your ECash Account for one hundred and eighty (180) consecutive days and you have failed to respond to at 3 written warnings regarding the potential termination of your ECash Account, this Agreement shall be deemed to be terminated and you agree the balance in your ECash Account shall be forfeited to ECash Direct. You further agree that you shall have no claim against any party hereto for such forfeited funds.
7.9 Restrictions
ECash Direct may impose any restrictions upon your use of the ECash Services that it deems necessary, in its sole and absolute discretion, at any time and without prior notice. Such restrictions may include, but are not limited to:
i. refusing to accept your ECash Account application for any reason whatsoever; and,
ii. closing your ECash Account at any time and for any reason whatsoever, provided that ECash Direct shall refund the balance in your ECash Account (subject to disputed amounts) and except as otherwise provided in this Agreement.
7.10 Representations and Warranties.
In consideration for the rights and privileges permitted in this Agreement, you provide us and ECash Direct with the following warranties, representations and covenants. You warrant, represent and covenant that:
i. You will not use the ECash Services to engage in any activity which you know, or reasonably ought to know, will (or may) be illegal or deceptive.
ii, You will treat all funds in your ECash Account with the same care and security precautions as you would cash money.
iii. You will not treat any ECash Direct as a financial institution nor expect or request interest on any funds that sit in or pass through your ECash Account.
iv. You will report any errors or unrecognized transactions ("Unrecognized Transactions") within thirty (30) days of the transaction date on your statement. You will discontinue using the ECash Services immediately upon discovering any Unrecognized Transactions. If you fail, neglect or refuse to report Unrecognized Transactions to ECash Direct within the thirty (30) day period and/or continue to use the ECash Services, this will be conclusive evidence that the Unrecognized Transactions are accurate and that you have deemed to have approved them. You acknowledge that Your ECash Account is not a bank account and is therefore not insured, guaranteed, sponsored or otherwise protected by any deposit or banking insurance system or by any other similar insurance system of any other jurisdiction, including but not limited to the Local Jurisdiction.
v. Any party shall be entitled to forthwith reclaim any over-payment.
8 DISCLAIMER AND LIMITATION OF LIABILITY
8.1 Disclaimer and Limitation
NO SERVICE PROVIDER MAKES EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PARTNERLOGIC AFFILIATE PROGRAM, THE REFERRAL FEES, THE BANNERS OR ICONS, NOR THE OPERATION, AVAILABILITY OR FUNCTIONALITY OF THE PROPERTIES PARTICIPATING IN THE PARTNERLOGIC AFFILIATE PROGRAM, INCLUDING, WITHOUT LIMITATION, THEIR FUNCTIONALITY, FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. ACCORDINGLY, NO SERVICE PROVIDER WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE OPERATION OR FUNCTIONALITY OF PROPERTIES PARTICIPATING IN THE PARTNERLOGIC AFFILIATE PROGRAM, THE BANNERS OR ICONS. NOTHING IN THIS AGREEMENT SHALL LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE.
8.2 Damages.
NO SERVICE PROVIDER NOR ANY OF THEIR GROUP SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PARTNERLOGIC AFFILIATE PROGRAM, NOTWITHSTANDING THAT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 Maximum Liability.
FURTHER, THE SERVICE PROVIDERS AND ANY OF THEIR GROUP'S MAXIMUM AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT AND THE PARTNERLOGIC AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL AMOUNT OF REFERRAL FEES PAID OR PAYABLE TO YOU IN THE FOUR MONTHS PRIOR TO THE DATE OF THE CLAIM ARISING.
8.4 No Non-Party Rights.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO PROVIDE ANY RIGHTS, REMEDIES OR BENEFITS TO ANY PERSON OR ENTITY NOT A PARTY TO THIS AGREEMENT, OTHER THAN TO A MEMBER OF THE SERVICE PROVIDER'S GROUP.
9 GENERAL PROVISIONS
9.1 Assignability and Enurement
You may not assign this Agreement to any third party without our prior written consent. Subject to that restriction, this Agreement will be binding on and inure to the benefit of, each parties respective successors and assigns. The Service Providers may assign, transfer or novate any or all of our rights and obligations under this Agreement to any third party.
9.2 Non-Waiver
The Service Providers failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement against you.
9.3 Force Majeure
No Service Provider shall be liable to you for any failure to comply with its obligations under this Agreement to the extent that such failure is beyond its reasonable control.
9.4 Remedies
The Service Providers' rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more provision of this Agreement shall not preclude the exercise of any other provision. You acknowledge and agree in the event of your breach or threatened breach of this Agreement, the Service Providers may enforce our rights by specific performance, injunction, or other equitable remedy.
9.5 Severability
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, illegality or unenforceability, without invalidating the remainder of this Agreement or any provision hereof.
9.6 Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS PARTNERLOGIC AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, WARRANTY, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
9.7 Discrepancy with Server
If there is any discrepancy between any data displayed on-screen or otherwise accessible by you and the relevant data held in our computer servers then the data held on our servers is deemed to be the correct data and will prevail over any contrary data displayed or accessible by you and our determination shall be final and binding.
9.8 Disputes
In the event of a dispute between you and any Service Provider in connection with this Agreement our determination shall be final and binding.
9.9 Notices
If we need to contact you or give you formal notice under this Agreement we will make such contact or give notice by any reasonable means in the circumstances based on the information that we hold about you or that you have provided us with. Such contact or notice may be by email, letter, fax, other electronic communication or otherwise. If we use the details that we hold on you to serve notice then you will be deemed to have received the notice immediately after we have sent it. You agree that you will immediately notify us if your contact details change.
9.10 Governing Law
This Agreement shall be governed by the laws of the Netherlands Antilles as are in force from time to time. By accepting this Agreement, you agree to submit to the exclusive jurisdiction of the location that we determine in our sole discretion in respect of any disputes arising out of, or connected with, this Agreement. Nothing in this paragraph shall prevent us from applying to the courts of any jurisdiction for such provisional or protective measures as are available under the laws of that jurisdiction.
9.11 User Information & Privacy
i. You are solely responsible for the security and protection of your ECash Direct user name, password and personal identification number and financial information (collectively the "User Information"). You will take all necessary and reasonable steps to protect the User Information from disclosure. You will not divulge the User Information to any third party. You will not permit any third party to use your User Information in order to access the ECash Services, whether authorized or not.
ii. You are solely responsible, liable and accountable for all use or access of the ECash Services through your User Information and you will be solely liable for any losses, damages, costs or expenses that occur due to the use by, or disclosure of the User Information to, others, whether authorized by you or not.
iii. ECash Direct does not generally provide details of your ECash Account to third parties, however, by entering into this Agreement you give your consent to ECash Direct to:
a. release any information with respect to your ECash Account and/or your use of the ECash Direct Services in response to a request by a financial institution, credit reporting agency, a governmental agency, regulatory body or court of law, whether such request is made pursuant to a court order or otherwise;
b. provide details of your ECash Account to the police or other investigatory agency pursuant to a verifiable request;
c. seek verification of any information provided by you in relation to your ECash Account or your use of the ECash Services;
d. provide details of your ECash Account and/or your use of the Services to a company related to ECash Direct, to a successor in title to the ECash Direct's business, to a third party for the purposes of providing you with the ECash Services (or similar services) or to a third party which OIGE retains for the purpose of providing you with services similar to the ECash Services in lieu of ECash Direct; and
e. provide details of your E-Cash Account to ECash Direct's Group and/or OIGE and its Group.
9.12 Personal Data
i. It is necessary for the Service Providers to collect personal information and data (including but not limited to your name, address and contact details) ("Personal Data") from you in order to allow you to access and use the ECash Services. By using the ECash Services and communicating electronically with the us, you acknowledge and agree to the Service Providers processing your Personal Data in the ways set out in this Agreement.
ii. The Service Providers will primarily process Personal Data for the purposes of providing you with access to the ECash Services and the PartnerLogic Affiliate Program. In addition, they may make Personal Data available to other of their affiliates, parents and subsidiary companies for the purposes of statistical and market analysis and for informing you about products and services offered by such undertakings. If you do not want to receive any marketing communications you should contact the us using the contact details set out in this agreement.
iii. The Service Providers may disclose Personal Data to other companies within their group of companies, their affiliates, business partners, government bodies and law enforcement agencies, successors in title to their businesses and third party suppliers engaged to process Personal Data on their behalf or to other third parties for the purposes of providing you with the ECash Services. You have a right to access the Personal Data held about you. To obtain a copy of the Personal Data contact us using the details set out in this Agreement.
iii. In order to operate effectively, the Service Providers rely on the collection, storage and use of information about individuals in all countries and territories where they operate. The collection and storage of this information and its further use by them, their affiliates, parents, subsidiaries and operating companies on a global basis (including via the internet) involves regular transfers of Personal Data from one country to another. You acknowledge that it may be necessary for them to transfer information to someone in another country (including countries outside of the European Economic Area) and you consent to such transfer.
iv. It is important that you give the Service Providers accurate information. The Service Providers will check your details with fraud prevention agencies and if you give them false or inaccurate information and they suspect fraud, this will be recorded. These records will be shared with other organizations and used by them to:
a. help make decisions about credit and credit related services for you and members of your household; and
b. trace debtors, recover debt, prevent money laundering and fraud, and to manage your accounts.
v. Fraud prevention agency records will also be shared with other organisations to help make decisions on motor, household, credit, life and other insurance proposals and insurance claims, for you and members of your household. If you require details of those credit reference and fraud prevention agencies from which ECash Direct obtains and with which ECash Direct records information about you, then please write to ECash Direct at the address set out in this agreement.
vi. A cookie is a small piece of information sent by a web server to a web browser, which enables the server to collect information from the browser. Find out more about the use of cookies on http://www.cookiecentral.com. ECash Direct's use of cookies also allows you to be presented with a personalised version of the site, carry out transactions and have access to information about your account. Most browsers allow you to turn off cookies. If you want to know how to do this please look at the help menu on your browser. However, switching off cookies will restrict your use of the web site. We may wish to change the way in which they hold, process or disclosure Personal Data. If the change is not in accordance with the way in which the Personal Data is held at that time, we will use reasonable endeavors to contact you and notify you of the change. If you do not tell us that you object to the change then we will be entitled to regard you as having agreed to it.
Version 2 Updated April 13, 2010
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