Master Terms & Conditions – Supply Partner
The following are the terms and conditions governing your (hereinafter "Partner") relationship with Convatu Holdings limited doing business as OPUSADS (hereinafter "Company") and the use of the Company website (hereinafter "Site"). Partner agrees to use the Site and any additional services offered by Company only in accordance with these Terms and Conditions. Company reserves the right to make changes to the Site and these Terms and Conditions at any time. Partner’s continued use of the Site after any such modification and notification thereof (which may be provided by e-mail to the e-mail address provided in the course of Partner’s registration with Company) shall constitute Partner’s consent to such modification.
1. Approval of Partner.
1.1. Minimum Eligibility Requirements.
All Partner’s websites, affiliated websites and e-mail distribution lists (collectively the "Media") must continually meet the following criteria, at a minimum:
(h) Any other information collected; and will supply such records to Company within one (1) business days of request therefore; (i) Unless otherwise approved in writing by Company, Partners may not offer incentives to users as means to enhance the performance of any Program (as defined below); incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.; (j) Partner websites must be fully functional at all levels; (k) Partner’s policies must be compliant with state and federal laws and regulations including but not limited to the CANSPAM Act of 2003 of the United States; If Partner is authorized to e-mail to the European Union, then Partner must comply with all UK Data Protection Act of 1998 and Amendments thereto, if applicable, and all laws of the United Kingdom governing advertising practices on the Internet.
(l) Spawning process pop-ups are prohibited; and
(m) Such other criteria as Company may from time to time determine, in its sole discretion.
1.2. Partner Website Content.
The content of Partner’s Media shall be subject to Company’s subjective approval, which approval will not be unreasonably withheld and must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not include the following: (a) Pornographic material, including any material appealing to the prurient interests; (b) Racial, ethnic, political, hate-mongering or otherwise objectionable content; (c) Investment, money-making opportunities or advice not permitted under law; (d) Gratuitous violence or profanity; (e) Material that defames, misrepresents, abuses, or threatens physical harm to others; (f) Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.; (g) Software Pirating; (h) Hacking or Phreaking; (i) Obscenity and any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic; (j) infringement or violations of the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party; (k) Any illegal activity whatsoever.
2. Use of the Site.
2.1. The Site allows Company to post offers of advertising programs sponsored by Company or its affiliates on the system ("Program(s)"). The Programs will specify the amount and terms under which Partner will receive payment when the applicable Program's requirements are fulfilled. Compensation is derived from a specified event ("Event") identified in a Program, such as clicks, click-through, sales, registrations, impressions and leads. If Partner accepts a Program, Partner agrees to place that Program's advertising creative (including the subject and from lines, the Advertiser CAN-SPAM disclosures and any other disclosures provided therein) ("Ad") on Partner’s Media. Partner shall display the Ad exactly as it appears on the Site and will not alter it in any way. Failure to adhere to this requirement may, in addition to all other remedies available to Company, result in termination of Partner. Company may change a Program at any time, upon reasonable advance written notice to Partner. Company is responsible for displaying and administering all active Programs and tracking the payments owed.
2.2. Special Rules Governing E-mail Campaigns.
2.2 (b). No Misleading Headers or Other Masking of E-mail Origin. An e-mail may not include falsification of header information, false registrations for domain accounts, e-mail accounts or IP addresses used in connection with e-mail ads, and retransmissions of an e-mail ad for the purpose of concealing its origin. Partner and/or their e-mail delivery providers are prohibited from relaying or retransmitting e-mails from a computer or computer network that was accessed without authorization.
2.2 (c). Subject lines may not be false or misleading such that it would likely mislead a reasonable recipient as to the contents or subject matter of the message. Partner may only use approved Subject Lines available provided by Company or Subject Lines for which Partner has documented approval from Company. The subject line must accurately represent the product or service depicted within the e-mail.
2.2 (d). E-mail Ads Must Contain Clear Identification. Messages containing advertisements or solicitations must identify themselves as such, and do so by "clear and conspicuous" means. Further, the sender must identify itself as the initiator and sender of the e-mail including company name, e-mail and physical address.
2.2 (e). Effective Method of Opting Out of Future Mailings. Senders of commercial e-mails must give recipients an effective means of requesting not to receive future e-mail ads from that sender. At a minimum, the Partner must give the recipient the ability to send a reply message to unsubscribe, opt out via postal letter and provide a functioning unsubscribe link that must remain in operation for thirty (30) days from the date of the original e-mail transmission and within the body of the e-mail, include a valid physical street address associated with the sending party that received the opt-in.
2.2 (f). All unsubscribe requests must be adhered to within ten (10) business days from their receipt. You may not sell or transfer an e-mail address once someone has opted out of receiving future communications, whether from only the advertiser or globally.
2.2 (g). No Random or Invalid Generation of E-mail Addresses. Partner is responsible for knowing the source of its e-mail list. E-mail addresses may not be obtained by the use of a program for random generation of e-mail addresses, and/or "scraping" websites or online services. Partner must have full opt-in data for all recipients in its database.
2.2 (h). Partner agrees that prior to mailing any campaign it will download the most recent suppression file(s) for any particular campaign and, for that campaign, will suppress all e-mail addresses within its database that are found on such list. In addition, for any campaigns that include a domain suppression list, Partner agrees that prior to mailing the campaign it will download the most recent domain suppression list for any particular campaign and, for that campaign, will suppress all domains within its database found on such list. Partner agrees that it will download and remove the domains located on the FCC's wireless domain names list https://www.fcc.gov/cgb/policy/DomainNameDownload.html) from all current data used in all mailings. Partner further warrants that any new data that it acquires, regardless of its source, will be run against the FCC's wireless domain names list and that domain names contained therein will be removed before sending any mailings.
Company may monitor, on its own or with the assistance of third parties, the Partners for compliance with these Terms and Conditions, without limiting the generality of the foregoing:
3.1. All Partners monitored by Company (or a third party retained by Company for such purposes) for compliance with applicable legal requirements, with respect to honoring unsubscribe requests. If the monitoring is done by a third party, such third party will share all such information with Company.
3.2. Each unsubscribe list furnished to a Partner shall be separately and technologically identified so that Company will be able to ensure that each Partner is not disseminating or otherwise using the unsubscribe list other than in a manner required by applicable law. Partner must not send further e-mails to names already on or newly added to the unsubscribe list. Partner must scrub against unsubscribe list at least every three (3) days.
4. Services and License.
Company grants Partner a revocable, non-transferable, non-sublicensable, non-exclusive limited license to use the Site (including any Ads posted thereon) and any data, reports, information or analyses arising out of such use (the "Site Data") solely for the purpose of marketing or promoting the Programs hereunder and subject to these Terms and Conditions and the applicable Program Terms. If a Partner also maintains its own network of Partners, it is authorized to distribute company’s offers to sub-Partners provided that Partner shall ensure and require that all sub-Partners comply with the material terms of this Agreement and further provided that such sub-Partner has represented to Partner that: (i) the content of its site(s) are not libelous, defamatory, infringing, pornographic, or offensive to the general public, (ii) all right, title and interest in the Offer is exclusively owned by Company and that sub-Partner has no right other than the limited right to display the Offer and Creative as sublicensed by Partner, and (iii) such sub-Partner will not modify or alter the Offer or Creative in any manner. If a Partner or sub-Partner fails to adhere to the foregoing requirement, in addition to any other remedies available to Company, Partner shall forfeit its rights to any amounts owed by Company to Partner. Partner acknowledges and agrees that Partner does not have, nor will it claim any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof, or any content provided on the Site (including the Ads). Partner may only access the Site via web browser, e-mail or in a manner approved by Company. Partner will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide its service. In addition, Partner acknowledges that all non-public information, data and reports received from Company hereunder or as part of the services hereunder is proprietary to and owned by Company. If instructed to do so by Company and/or if Partner shall be terminated by Company, Partner will immediately destroy and discontinue the use of any Company data, including Site Data, and any other material owned by Company or the Advertisers.
4.1. Links. Partner agrees to use the Links in the exact form delivered to Partner. Partner agrees not to modify, alter, delete, or adapt the Links in any manner without Company’s written approval. Links must be served from Company server. Partner shall not take any actions to impede the action of or to disable any such links. Partner agrees, if requested by Company, to modify or alter Links or Tracking devices in the manner requested by Company. Partner may not hide or mask their referring urls. Partner further agrees that it shall in no event modify or interfere with Tracking devices unless specifically instructed to do so by Company in accordance with the previous sentence.
4.2. Ownership. Company owns all rights, title, and interest to Links and user data collected and derived through the activities countenanced pursuant to this Agreement. Company may choose to imbed certain data mining tools within Links from time to time ("Data Miners"). Any data derived by any such Data Miner shall be the sole property of Company. Company may, from time to time, opt to share data derived from Data Miners with Partner to help Partner optimize the quality of leads generated from Partner’s activities or to otherwise improve the quality, functionality and mutual profitability of the activities of the parties under this Agreement. If Company does share data derived from Data Miners with Partner, Partner agrees that this data will be used solely by Partner for the purposes for which it is provided to Partner and will not be shared by Partner with any other third party or entity without the written approval of Company. Should Company choose to provide advertising creative content, web design services or other web content of any type ("Web Content") to Partner, Partner shall use such Web Content: (i) in exactly the form that it is delivered to the Partner by Company without modification unless approved by us in writing; (ii) only in the manner expressly permitted by Company in writing and only until Company shall request that Partner discontinue its use of such advertising creative, at which time Partner shall discontinue such use within two (2) business days of being requested by Company to do so.
4.3. Confidential Information. Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party's Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement "Confidential Information" includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated service, products, Advertisers, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the services. Notwithstanding the foregoing, Partner agrees that Company may divulge its personal and/or otherwise Confidential Information to an Advertiser, agency, legal or regulatory authority, person or entity relating to investigations, claims or actions that Partner has violated this Agreement or any applicable law or regulation.
Partner agrees that neither Partner nor any sub-Partners will approach or attempt to engage in a contract with any of Company’s clients (each such client, individually a "Client" and all such clients, collectively "Clients") directly or indirectly via a Client’s Ad agency, broker or any other person or entity. Company will promptly reply in writing to any inquiries received from Partner regarding the status of any person or entity as a Company Client so as to aid Partner in its efforts to comply with the non-solicitation provisions of this Agreement. Because Company will be irreparably harmed by Partner’s conduct, and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct. Partner agrees that Company shall be entitled to injunctive relief precluding Partner from taking or continuing any action or conduct in violation of this provision, to be issued by any court of competent jurisdiction upon a showing of any such violative conduct by Partner.
6. Ad Guidelines and Fraud.
6.1 Guidelines. Partner will deliver Ads to Partner Websites in compliance with the terms and conditions set forth in this Agreement, any restrictions or specifications set forth in the applicable campaign (e.g., content limitations, technical specifications, and start and end dates), and any Company guidelines or industry policies, including but not limited to, advertising criteria or editorial guidelines, carrier or industry guidelines, industry codes of conduct, privacy policies, user experience policies, and community standards regarding obscenity or indecency, that will be made available by Company to Partner from time to time (collectively, "Guidelines").
6.2 Penalty for Violation of Guidelines. In addition to any other remedies Company may have, (i) Ads that run in violation of any Guidelines or that, in Company’s sole judgment, do not comply with any applicable law, regulation or other judicial or administrative order, if Partner is notified of such violation within thirty (30) days of the violation, will not be eligible to earn or receive payment for any Commissions; and (ii) after Company notifies Partner that specific Ads are in violation of any Guidelines, Partner will make commercially reasonable efforts to correct within twenty-four (24) hours of such violation. In the event that any such correction materially and adversely impacts Company or Company’s Advertiser, Company may terminate Partner and all payments to Partner will be forfeit.
6.3 Withholding of Commission. Company will have no obligation to pay any Commissions, and is permitted to deduct or withhold any Commissions due Partner, determined or reasonably suspected by Company in its sole discretion to have resulted from: (i) action fraud, false representation or request for end users to register and generate Confirmed Leads; (ii) Confirmed Leads originating on Partner Websites that disparage, devalue, ridicule, reflect poorly on Company, its reputation or goodwill; (iii) fraudulent, misleading, suspicious or false activities; or (iv) activities from pre-population of forms or mechanisms not approved by Company. Company reserves the right to withhold or deduct Commissions, if applicable, or suspend payment of such Commissions, pending Company's reasonable investigation of any of the foregoing or any breach of this Agreement by Partner. It is the obligation of the Partner to prove to Company that they are not committing fraud or running any form of campaign that is not compliant with a campaigns terms. Company actively monitors traffic for fraud using the site’s internal fraud detection system and will flag Partner account that:
6.3 (a). Have click through rates or order conversion rates that are much higher than industry average and where solid justification is not evident;
6.3 (b). Have user or subscriber termination rates that are much higher than industry average;
6.3 (c). Have only click programs that generate clicks with no indication by site traffic that it can sustain the clicks reported;
6.3 (d). Have shown fraudulent leads as determined by Company;
6.3 (e). Use fake redirects, automated software, and/or fraud to generated clicks or leads
6.3 (f). Causes Company’s advertiser to report to Company that they suspect fraud or non-compliance with campaign terms. In addition, Company reserves the right to withhold payment of Commissions for a portion of the Confirmed Leads delivered under this program at a rate which Company, in its sole discretion, determines to be appropriate to account for estimated refunds, chargebacks, fraudulent orders, or other factors that arise from time to time that materially diminish the attractiveness of the leads (including Confirmed Leads) delivered under this program.
6.4 Notification of Unacceptable Ad Material. If Ad materials provided by Company are damaged or otherwise unacceptable, Partner will use commercially reasonable efforts to notify Company within two (2) business days of its receipt of such damaged or unacceptable Ad materials.
6.5 No Modification to Advertiser Creative or Content. Partner will not edit or modify the submitted Ads in any way, including, but without limitation, resizing the Ad, without Company’s approval. Partner shall use all such Ads in strict compliance with this Agreement and any written instructions provided by Company.
6.6. Adware and Spyware prohibited. Partner shall at no time, engage in, disseminate, promote or otherwise distribute, any Company marketing campaign through the use of contextual media, specifically downloadable software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable). This prohibition applies equally to Partner and any of its business Partners, Partners, etc. In the event that Company discovers that Partner is engaging in, disseminating, promoting or otherwise distributing, any Company Partner-related contextual marketing campaign which results in a violation of the Agreement, then Company may, in its sole discretion, terminate this Agreement and immediately halt any and all Company Partner-related contextual marketing campaigns, making payment only on legitimate earnings of Partner as accrued through the date and time of termination. Partner agrees and acknowledges that if it violates its obligations under this Addendum and/or the Agreement, Company shall be entitled to seek: (i) injunctive relief without the requirement of posting a bond; and/or (ii) any and all other remedies that Company may have at law or in equity.
6.7. Key Performance Indicator. Partner shall provide the best quality of traffic to the Company’s Offers and agrees that incase the offer did not meet the specified Key Performance Indicator (“KPI”), the Company has the right to withhold payments to the Partner. Any fraudulent actions made to the Offer in order to reach the KPI shall be deemed invalid for payments.
6.8. Rebrokering. Company will have no obligation to pay any commissions, and is permitted to chargeback or withhold any commissions due to the supply partner, determined or reasonably suspected by company in its sole discretion to have resulted from the Partner rebrokering company’s programs.
7.1 General Payment Terms. Partner will be paid per the terms of each Program. Company shall pay any amounts due approximately thirty (30) days after the submission of a duly prepared invoice, less any taxes required to be withheld under applicable law, provided that Company may, in its discretion, withhold payments until such time as the Advertiser has paid Company for any Program and offset any other commissions that are due to the Partner against any amounts already paid to Partner that have not been paid to the Company by the Advertiser. In addition to any other remedies that may be available to Company, in the event of any breaches by Partner of these Terms and Conditions, Partner shall forfeit its rights to any amounts owed by Company to Partner. Company reserves the right to reduce any payments owed to Partner as a consequence of any offsets taken by Advertisers for invalid Events, technical errors, tracking discrepancies and the like. Company shall compile, calculate and electronically deliver data required to determine Partner’s billing and compensation. Any questions or disputes regarding the data or payout provided by Company needs to be submitted in writing within five (5) business days of receipt, otherwise the information will be deemed accurate and accepted as such by Partner. Company will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to Company and payments made to Partner shall be based on the Events as reported by Company. Company will not be responsible to compensate Partner for Events that are not recorded due to Partner’s error.
7.2 Invoices. Partner shall prepare a duly prepared invoice indicating the correct amount of billable numbers to the Company. The Company has the right to reject any invoice that does not follow the guidelines provided herein:
7.2 (a). Invoices shall include the Company Stamp, Correct Supply Partner Details described in the site and the Correct Billing Information.
7.2 (b). Partner shall populate the correct Billing Information inside the Site. Failure to populate the Billing Information shall be deemed invalid for payments.
7.2 (c). Billing Information inside the Site and the Invoice provided by the Partner shall have the same details. Failure to comply with the same details shall be deemed invalid for payment.
7.2 (d). Payment Invalidations shall be added to the next billing cycle.
7.2 (e). Invoices that did not meet the minimum threshold is deemed invalid for payment and will be added to the next billing cycle.
7.3. Payment Threshold. Partner will be paid upon meeting the minimum payment threshold of USD1,000.00. Any Invoices that did not meet the minimum threshold shall automatically be added to the next billing cycle.
7.4. Billable Numbers Confirmation. Company shall provide the confirmed billable numbers to the Partner every 15th to 30th of the following month. Any Invoice that does not include the confirmed numbers is deemed invalid. Partner shall be notified of any delays in the confirmation of the billable numbers via email notifications and Partner shall not send an invoice until all numbers have been validated by the Company.
8. Term and Termination.
Either party may terminate this Agreement on five (5) business days’ advance notice to the other party. In the event either party in good faith believes that the other party is in violation of applicable law or in breach of any terms of this Agreement, such party shall have right to terminate the Agreement immediately upon written notice to the other party. Company further reserves the right to terminate this Agreement and Partner’s participation in the services hereunder without prior notice to Partner. Termination notice will be provided via e-mail and will be effective immediately, meaning, among other things, that Partner must immediately cease all advertising activities. All moneys then due to Partner will be paid during the next billing cycle. The representations, warranties and obligations contained in paragraphs, 10, 13, and 14 shall remain in full force and effect after termination of this Agreement. In addition, all payment obligations accruing prior to the termination date shall survive until fully performed.
9. Mutual Representations.
Each party represents and warrants that: (a) it has the right to enter into and fully perform the services contemplated herein, consistent with these Terms and Conditions; (b) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with these Terms and Conditions; and (c) at all times while any Program remains in effect, it shall comply with all applicable laws and regulations. Neither party makes any guarantee, representations nor warranties express or implied, as to the level of consumer response that will result from the Programs.
11. Customer Information; Non-Disclosure; Confidentiality.
All information submitted to Partner by an end-user customer pursuant to a Program is proprietary information of Company, its affiliates, Partners and/or the Advertisers. Such customer information is confidential and may not be disclosed by Partner. Partner agrees not to reproduce, disseminate, sell, distribute or commercially exploit any such proprietary information in any manner. Partner shall maintain such data in a secure manner, consistent with industry standards. All information provided to Partner hereunder shall be kept strictly confidential.
12. Limitation of Liability; Disclaimer of Warranty.
Unless otherwise provided in this agreement, in no event shall Company or any Partner be liable to the other for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages.
DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, COMPANY CANNOT GUARANTEE
THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR
OUR SERVICES. WITHOUT LIMITING THE ABOVE, THE LINKS, OUR CLIENT SITES AND ANY OTHER
MATERIALS PROVIDED TO PARTNER ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND,
AND COMPANY MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE,
AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT
LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, and: (A) MERCHANTABILITY,
CLIENTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER
HARMFUL COMPONENTS THEREIN, (C) THAT A PARTY’S SECURITY METHODS EMPLOYED WILL BE
SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, (D) REGARDING CORRECTNESS,
ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON, OR (E) AGAINST
INTERFERENCE WITH ENJOYMENT OF A PARTY’S "INFORMATION" (WEBSITE). ALL ‘INFORMATION’ AND
‘COMPUTER PROGRAMS’ PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL
FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT
IS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR
SOME PORTIONS OF IT MAY NOT APPLY TO YOU.
Company makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any Ad or Program made available on the Site, or any product or service advertised in connection therewith.
Company has no liability to Partner for unapproved materials, including all copy, images, URL names, and search terms used by Partner to promote the client partner. Company makes no representations whatsoever about any other website which Partner may access through the service. When Partner accesses a website that is not associated with and independent from Company, Partner acknowledges that Company has no control over the content of that website. Furthermore, a link to a non-Company website does not mean that Company endorses or accepts any responsibility for the content or the use of such website. It is Partner’s sole responsibility to take precautions to ensure that websites, downloads, attachments, and other such files are free of such items as Trojan horses, worms, viruses, and other items of a destructive nature.
Partner agrees to defend, indemnify and hold Company, and its parent, subsidiaries, agents, affiliates, employees, directors, officers, and Advertisers harmless from any and all Losses due to, arising from, or in connection with any Claim, alleging (i) Partner’s breach of this Agreement; (ii) any wrongful conduct committed by Partner pursuant to or in performance of this Agreement; (ii) Partner’s display or delivery of any Ad in breach of this Agreement or the terms of the Campaign; (iii) violation of any Guidelines; (iv) that materials provided by Partner whether for a an Ad or otherwise violate the intellectual or proprietary rights of a third party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action. Partner’s indemnity obligations are contingent on Company giving prompt written notice of any such Claim, permitting Partner sole and exclusive control of the defense and settlement of such Claim. Partner will not enter into any settlement that adversely affects Company’s rights, interests or reputation without the prior written consent of Company. Company has the right to withhold any remaining payment of the Partner that will indemnify the company at any cause.
14. Force Majeure.
Neither party shall be deemed in default of these Terms and Conditions to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.
15.1. Entire Agreement. These Terms and Conditions, together with the terms for each of the Programs constitute the entire agreement between the parties and supersede all prior agreements or understandings between the parties.
15.2. Controlling Law and Dispute Resolution. Governing Law. This Agreement shall be governed by and interpreted and construed in accordance with the laws of Hong Kong Special Administrative Region of People’s Republic of China, excluding its conflict of laws principles. For all proceedings the parties hereby consent to the personal and exclusive jurisdiction and venue of the courts located in Hong Kong.
15.3. Waiver. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.
15.4. Assignment. Partner may not assign any of its rights hereunder without the prior written consent of Company, which may be withheld for any reason.
15.5. Severability. In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable according to its terms.
15.6. Relationship. The parties agree that Company is acting as an independent contractor in performing the Services and that the relationship between the Company and Partner shall not constitute a partnership, joint venture or agency. Neither Company nor any of Company’s employees or agents (collectively referred to herein as the "Employees") (i) is an employee, agent or legal representative of Partner, or (ii) shall have any authority to represent Partner or to enter into any contracts or assume any liabilities on behalf of Partner. Company retains all the rights and privileges of sole employer of its Employees, including, without limitation, the right to control, hire, discipline, compensate and terminate such Employees. Neither Company nor any of its Employees shall have any right to receive any employee benefits as are in effect generally for Partner employees.
15.7. No Publicity. Partner may not make any mention of Company or any Company client in any publicity materials advertising or otherwise presenting information on your company and your services, including without limitation listing Company or any of its clients in your customer lists, without the written consent of Company, whose consent may be withheld for any reason or for no reason.