1. By clicking the box entitled “I have read, understood and agreed to be bound by the Affiliate Agreement” in Online Payments Group AG’s Affiliate Participation Form, you consent to the AFFILIATE AGREEMENT TERMS AND CONDITIONS (henceforth, the “Agreement”) which you thus enter into with Online Payments Group AG, a limited liability company duly registered under the laws of Switzerland, having its registered office in Wollerau, Switzerland, with registration number CHE-167.830.260. Online Payments Group AG for the purposes of the Agreement shall be referred to as “OPG”.
  2. The entering into an agreement with OPG is subject on the fulfilment of the relevant conditions stated in the present Agreement. The Agreement is deemed to be concluded upon the moment of granting the Affiliate an access to the Affiliate Panel by OPG.

AFFILIATE AGREEMENT TERMS AND CONDITIONS

DEFINITIONS

  1. Affiliate - an independent person, whether a natural person/natural person conducting business activity and/or a company, acting in the course of business and engaged in advertising and marketing activities who concluded the Agreement with OPG by accepting the Terms and Conditions set out herein, and by fulfilling the requirements of the present Agreement;
  2. Affiliate Candidate - an independent person, whether a natural person/natural person conducting business activity and/or a company who wishes to conclude an Affiliate Agreement
  3. OPG Services Limited is a company duly registered under the laws of the Switzerland, having its registered office in Wollerau, which for the purposes of the Agreement shall be referred to as “OPG”.
  4. Customer - an individual or an entity approved by OPG for using its services, which processed with OPG at least 1000 Euro and was identified by an Affiliate’s Hyperlink assigned to such an Affiliate, excluding the Affiliate himself/herself and the Affiliate‟s employees or agents used by the Affiliate for the purpose of performing the Agreement;
  5. Hyperlink - the unique hyperlink that enables an Affiliate to direct potential Customers or Leads to the Websites and which enables OPG to identify the Affiliate, that has directed such specific Customer or Lead for the purpose of calculating the Affiliate Fee;
  6. Lead – an individual or entity which was referred to the Website by an Affiliate, left contact details on the Website and has been identified by a Hyperlink assigned to such an Affiliate, but who has not been validated by OPG;
  7. Net Revenues - Gross Revenues generated by OPG on Customer decreased by any fees or charges related directly to the volumes
  8. Marketing Materials –material provided by OPG (unless otherwise agreed between the Parties) and used by an Affiliate in order to promote an activity related to OPG, including banners and text links and any other promotional material that an Affiliate subsequently uses to advertise OPG;
  9. Qualified Lead - an individual or entity, which has been identified by the Affiliate’s Hyperlink assigned to the Affiliate, provided that:
    • Lead is not registered in OPG’s databases;
    • Lead's registered address is from a country where OPG Group wishes to solicit clients;
    • is authenticated by OPG; for the avoidance of doubts “authenticated by OPG” means a Lead which has expressed an interest in the OPG’s offer and whose contact details, in particular name, surname, e-mail and telephone number, have been confirmed by a member of OPG to belong to that particular person, excluding the Affiliate himself/herself and the Affiliate’s employees or agents used by Affiliate for the purpose of performing the Agreement;
  10. Rates – rates specified for each Remuneration Plan
  11. Remuneration Plan –CPA, Revenue Share or other remuneration plan, as may be determined individually with a OPG;
  12. Report - information regarding the Affiliate Fees, and other information provided by OPG in the Affiliate Panel or sent to the Affiliate by an e-mail notice;
  13. Services – services consisting in dissemination of Marketing Materials by an Affiliate using approved by OPG information channels for the purpose of promoting and advertising OPG’s brand;
  14. Spam Traffic - any revenue or traffic generated at the Website through illegal means or in bad faith, regardless of whether or not it actually causes harm to any member of the OPG or any third party. Spam Traffic includes, but is not limited to, spam, false advertising, collusion, manipulation of the service, system, bonuses or promotions etc;
  15. Website - www.securionpay.com, and any other website as may be added by OPG, in its sole and absolute discretion, from time to time;
  16. OPG Trademarks - trademarks, trade names, service names, Marketing Materials, logos of the OPG and its suppliers placed on the Websites or otherwise used with respect to the Websites by any member of the OPG and all similar proprietary rights, together with all translations, adaptations, derivations and combinations thereof, all applications, registrations and renewals in connection therewith, and all other rights.

GENERAL RULES

  1. The Affiliate undertakes to disseminate Marketing Materials using only information channels approved in advance by OPG.
  2. The Affiliate undertakes not to modify and not to change the Hyperlink provided by OPG, without prior written consent of OPG and the Affiliate shall not be authorised to place the Affiliate‟s Hyperlink on websites or in information channels not accepted by OPG.
  3. The Affiliate is obliged to:
    1. provide the assigned Services exercising commercially reasonable effort, honestly, objectively, with care, in good faith, in accordance with the rules and restrictions set out herein, and applicable legal provisions;
    2. provide the Affiliate‟s Services specified herein at the Affiliate‟s cost and risk, unless this Agreement provides otherwise;
    3. undertake commercial activities, including but not limited to advertising OPG’s brand.
  4. While providing the Services, the Affiliate shall be obliged to furnish the potential customers only with information about OPG’s services, platforms, including marketing and promotional information, which was approved in advance or provided by OPG.
  5. The Affiliate shall remove and stop distributing any Marketing Material where notified to do so by OPG acting in sole and absolute discretion of OPG or by any competent regulator.
  6. Affiliate acknowledges that upon signing up to the Website each Customer or a Lead must link through an assigned to the Affiliate Hyperlink to enable the Affiliate to receive Affiliate Fee relating to such Customer or Lead. In no event shall OPG be liable for malfunction of Hyperlink, and Affiliate specifically waives any claim or demand for failure of Affiliate or any Customer or Lead to use the Affiliate's Hyperlink.
  7. Affiliate acknowledges that the Affiliate has read, understood and agreed to the Affiliate Agreement Terms and Conditions outlined herein. Affiliate understands, acknowledges and agrees that OPG may at any time operate or contract with websites that are similar to or compete with Affiliate's website, and the Affiliate relevantly states that no claim may be brought against OPG for such practice and/or contract.

PAYMENT

  1. Affiliate shall be entitled to receive monthly Fees calculated in accordance with the Remuneration Plan as agreed with OPG and the applicable Rates, during the term hereof. The Affiliate Fee may be computed on the basis of CPA Plan, Revenue Share Plan or other plan agreed with OPG.
  2. Payment of the Affiliate Fee in relation to Customers and Leads shall be made only following OPG’s verification and approval in accordance with OPG’s internal procedures and the requirements of any applicable law. Affiliate shall not be entitled to receive any Affiliate Fee for any Customer or Lead unless and until such Customer or Lead has been approved and qualified by a member of OPG. In particular, the Affiliate shall not be entitled to receive any Fee for Customers or Leads directed to OPG through the websites or information channels not approved by OPG.
  3. The Affiliate is entitled to receive the Fee only for such a Lead or a Customer which has signed up to the Website no later than within 30 days from the date of the last click of the Affiliate’s Hyperlink. In the event the Lead or the Customer, prior to signing up, clicked the Hyperlinks assigned to more than one Affiliate or other introducing partner, the Fee will be due to the Affiliate or other introducing partner whose Hyperlink last led the Customer or the Lead to signing up to the Website, provided that it happens no later than 30 days from the date of the last click of the Hyperlink. It is understood and accepted that the records kept by OPG shall be the only and the deciding factor as to whom will the Fee be paid. After 30 days from the date of the last click of the Affiliate’s Hyperlink, Hyperlink’s data is automatically deleted. If the Lead has already signed up to the Website from the Affiliate’s Hyperlink, no other Affiliate shall be entitled to the Fee for the same Lead.
  4. All Rates specified in Remuneration Plan, payable by OPG to the Affiliate are gross amounts.
  5. The Affiliate shall only receive the Fee for any Lead or a Customer introduced to OPG via websites previously disclosed to OPG. OPG shall not grant the payment of the Fee for any Lead or Customer introduced via websites not registered on OPG’s database.
  6. In the event OPG is legally obliged to deduct or withhold any taxes, public burden or other amount from the Affiliate Fee, then the Affiliate Fee shall be decreased so that after making all required deductions and/or withholdings, the Affiliate shall receive an amount lowered by such deductions or with-holdings and the Affiliates shall not be entitled to reclaim such withheld or deducted amounts from OPG.
  7. On the basis of information on Customers and Leads activity made available to the Affiliate displayed in the Affiliate Panel, the Affiliate shall be entitled to request a payment of Fee within the Affiliate Panel.
  8. The Affiliate shall be entitled to make requests for Affiliate Fee payment for a particular month, starting from the first day of the following calendar month.
  9. OPG is entitled, at its sole discretion, to make reservations to the amounts of Affiliate Fee as requested by the Affiliate in the Affiliate Panel, within 7 days upon receipt by OPG of such a request. In the event the amount of Affiliate Fee is declined or requires a correction, OPG shall modify the amount of Fee, at its sole discretion and following OPG’s data and calculation. After OPG’s correction, the Affiliate shall make a new request for payment of the Fee within the Affiliate Panel.
  10. Following OPG’s acceptance of Affiliate Fee amount as requested by the Affiliate within the Affiliate Panel, the Affiliate shall generate an invoice within the Affiliate Panel.
  11. Payment details sent by an Affiliate shall include the following: bank account holder‟s name and surname or company‟s name in the event of the Affiliate being a legal person, VAT number if applicable, bank‟s name, currency of payment, Swift code, IBAN number, VAT rate.
  12. The Affiliate shall be solely responsible for the accuracy of payment details given, in particular, for the indication of the correct VAT rate.The Affiliate is obliged to inform of any change of payment details is solely responsible for any error in payment details provided to OPG.
  13. The Fee for a particular month/period shall be paid within 14 days upon receipt by OPG of the correctly issued invoice. OPG may change the Affiliate’s Remuneration Plan and/or Rates and/or any criteria applying to any of the Remuneration Plan, at any time and at its sole and absolute discretion by sending the Affiliate an e-mail notice (as this email will be obtained through the Affiliate Participation Form). In the event the Affiliate should not accept the amendment, it shall notify OPG by a return e-mail within 7 days from the date of receiving such a notice from OPG and the Agreement shall terminate forthwith. The absence of the notification from the Affiliate within 7 days from the date of receiving OPG’s notice shall be deemed as an acceptance by the Affiliate of the amended Remuneration Plan and/or Rates and/or any criteria applying to any of the Remuneration Plan.
  14. The amendment in Remuneration Plan and/or Rates and/or any criteria applying to any of the Remuneration Plan proposed by OPG shall not affect the due Fees accrued for the ongoing calendar month.
  15. Affiliate Fee shall be calculated and paid in EUR. The Affiliate Fee may be paid in other currency, provided that the Affiliate sends an e-mail requesting such a payment.
  16. All expenses incurred in connection with payment of Fee by OPG, including the cost of currency conversion if required, shall be deducted from the Affiliate Fee. Payment of Fee shall be made by bank transfer, the detail of which shall be provided by the Affiliate to OPG.
  17. The Affiliate shall cover all reasonable costs and expenses incurred in relation to providing the Affiliate‟s Services. Under no circumstances shall OPG be liable for any amounts other than the Affiliate Fee.
  18. With regards to the Affiliate Fee, an acceptance by an Affiliate of payment transfer shall be deemed as full and final settlement of Affiliate Fee accrued for the calendar month indicated. Accordingly, in the event the Affiliate disagrees with the payable amounts, Affiliate should not accept the payment and promptly send the OPG a written notice of its dispute. Dispute notices must be received by OPG within 30 days of the end of each calendar month for which payment is made, and it is understood and accepted that if such dispute notice is not received within the timeframe as specified above, the Affiliate's right to dispute such Report or payment will be deemed waived and Affiliate shall have no claims in such regard.

WITHHOLDING THE AFFILIATE FEE AND SPAM TRAFFIC DETECTION

  1. Notwithstanding anything to the contrary herein, OPG may at its sole and absolute discretion withhold/delay for up to 120 days, or deny/recalculate the payment of Affiliate Fee in any of the following situations:
    1. OPG has reasonable cause to believe that the Services provided by the Affiliate are conducted in a way which is not in compliance with applicable law, including, without limitation any relevant regulator‟s rules and/or regulations and/or circulars;
    2. OPG has reasonable cause to believe that the Affiliate's activity is in breach of the provisions of this Agreement;
    3. the Affiliate has failed to submit all documents required by OPG or has furnished OPG with false, misleading or incorrect information in a document required by OPG;
    4. OPG believes that activity in Affiliate Panel or in Affiliate’s Account, or in any other Account which appears to be controlled or managed by the Affiliate, is deemed suspicious by OPG in its sole determination and/or may constitute, in the sole discretion and determination of OPG, Spam Traffic.
    5. OPG shall verify on a monthly basis, prior to any payment of Affiliate Fee whether the circumstances specified in above points occur and withhold, delay, recalculate or deny payment respectively, in its sole and absolute discretion. Notwithstanding any other provision in this Agreement, upon the occurrence of any event from points a) to d) above, OPG shall render the Hyperlink assigned to the Affiliate inoperative, immediately block Affiliate's access to the Affiliate Panel and terminate the Agreement with immediate effect, with no compensation to the Affiliate. The Affiliate hereby irrevocably waives any claim or demand against OPG, its directors, officers, shareholders, employees in respect of such action taken by OPG.
    6. Notwithstanding any other provision in this Agreement, the Affiliate shall reimburse all costs incurred by OPG or OPG Group in relation to Spam Traffic and its detection.

COMPLIANCE

  1. Affiliate shall be responsible for observing, implementing and complying with legal provisions applicable in the Affiliate’s own jurisdiction and applicable to the Affiliate‟s activity and Services, including without limitation any relevant regulator’s rules. Affiliate shall also be responsible for observing, implementing and complying with legal provisions applicable in all the different jurisdictions where the Services will be performed, including without limitation any relevant regulator’s rules. Furthermore, the Affiliate acknowledges that the Affiliate is responsible for observing, implementing and complying with, inter alia, local acts regarding registration, if applicable, legal provisions regarding taxes and labour law, provisions regarding safety at work and anti discrimination provisions, as well as any other provisions applicable in the country of the Affiliate’s registered office or the residence to the extent that they are applicable to the Affiliate’s business activity and Services provided by the Affiliate hereunder. In particular, the Affiliate shall be responsible for complying with any tax laws that apply to Affiliate Fee, and Affiliate acknowledges that to the extent required by applicable law and regulations, OPG may provide information concerning Affiliate's Fee to any government office. The Affiliate agrees and declares that it/he/she shall indemnify OPG should any damage and/or loss and/or injury result to it (OPG) from any illegality and/or non-compliance of the Affiliate.
  2. Affiliate confirms that under legal provisions applicable in its own jurisdiction, the Affiliate has, and shall maintain, all registrations and/or permits necessary to provide the Services described herein.
  3. Affiliate undertakes to comply with guidelines and/or instructions concerning conducting the Services described herein.
  4. Affiliate undertakes that neither the Affiliate, its websites nor any of the Affiliate‟s employees or agents used by the Affiliate for the provision of the Services, will be engaged, directly or indirectly, in conduct that OPG, in its sole and absolute discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of OPG Group, including without limitation, directly or indirectly:
    1. operating an illegal business, website or subscription email list;
    2. operating a website that contains or promotes content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic or link to a website that contains or promotes such content;
    3. engaging in indiscriminate or unsolicited commercial advertising emails;
    4. placing links to any website in spam or unsolicited promotions, banner networks, counters, guest books, IRC channels or through similar internet resources; f. unauthorised usage of any third party‟s intellectual property (including, but not limited to, Trademarks); or
    5. offering any Customer or Lead, whether directly or indirectly, any kind offtake-back deal, arrangement for payment or portion of the Affiliate Fee,or any other incentive which may be considered to be a „fee sharing arrangement‟,„rebate‟, or „soft dollar‟ compensation between Affiliate and Customer or Lead.

ADDITIONAL OBLIGATIONS FOR THE AFFILIATE/WARRANTIES

  1. Affiliate acknowledges that it is aware that prior to receiving an access the Affiliate Panel, the Affiliate must provide OPG with all information as may be requested by OPG, with regard to the Affiliate and/or any relevant person and/or any Customer and/or any client and/or any end user and/or otherwise as applicable, including any information required through relevant regulator‟s rules. Such information shall include, but is not limited to, the following:
    1. For a Natural Person, full KYC documents and information, including: (1) copy of a valid photo identification card; (2) name and surname; (3) identity number; (4) date of birth; (5) nationality; (6) address of residence; (7) contact information; (8) location and nature of marketing activities; (9) VAT registration or other tax reference; (10) bank statement including details for Fee remittances: name on bank account, bank account number and sort code or IBAN, Bank name and address; In the event of the Affiliate conducting the economic activity: copy of the relevant extract from the register of economic activity.
    2. For a Legal Person, full KYC documents and information, including: (1) registration name; (2) copy or extract from the relevant register of entrepreneurs and/or companies; (3) country of registration; (4) registered office address in the country of registration; (5) copy of Affiliate's certificate of incorporation; (6) business address if different than registered office; (7) VAT registration or other sales tax reference; (8) regulatory/licensing registration number, if applicable; (9) names of directors/partners/persons in managerial positions as well as any applicable certificate issued by the competent authority to illustrate such positions (e.g. Certificate of Directors); (10) copy of a valid photo identification card of the main executive director/s and/ or partner/s empowered to represent the Affiliate including name, address and date of birth; (11) bank statement including details for Fee remittances: name on bank account, bank account number and sort code or IBAN, bank name and address; (12) location and nature of marketing activities
  2. Marketing Materials disseminated by the Affiliate shall be approved in advance or provided by OPG in the Affiliate Panel or sent by an Affiliate Manager. Subject to the terms of this Agreement, OPG grants the Affiliate a nonexclusive, non-transferable, non-assignable, non-sublicensable, limited license to publish such Marketing Materials in the information made available by the Affiliate, which are approved and confirmed by OPG as included in the Affiliate Program.
  3. Prior to any use or alteration of any Marketing Materials by the Affiliate, the Affiliate shall submit a sample to OPG for its review and acceptance.
  4. In order to participate in the Affiliate Program, Affiliate must be of 18 years or older.
  5. Affiliate shall not actively direct its Services to any persons who are under the age of 18 years old, or under the age of majority in the territory where the Affiliate is operating, if older.
  6. Affiliate warrants the consent to enter into the Agreement has been expressed by duly authorised representatives (applicable in the event where the Affiliate is a legal person).
  7. Affiliate hereby gives his consent for processing of its and its representatives personal data by OPG or OPG Group entities and/or any other entities to which OPG entrusts the Affiliates‟ personal data in relation to the performance hereof, for the purposes of concluding and performing the Agreement, in accordance with the applicable law on personal data protection(Law 138(I)/2001). The Affiliate acknowledges that OPG is the administrator of the Affiliate’s personal data.
  8. In case of Affiliate being a legal person, the Affiliate warrants it has all necessary consents of its representatives to disclose to OPG and/or OPG Group entities and/or any other entities to which OPG entrusts the Affiliate’s personal data in relation to the performance hereof, their personal data for the purpose of the Agreement performance.
  9. The Affiliate hereby entrusts to OPG and/or OPG Group entities and/or any other entities to which OPG entrusts the Affiliate’s personal data for the purpose of the Agreement performance, the personal data of its representatives in relation to the performance thereof (applicable in the event where the Affiliate is a legal person).

TERM AND TERMINATION

  1. This Agreement comes into force upon the fulfilment of the conditions provided in the Agreement and granting the Affiliate an access to the Affiliate Panel by OPG, and shall remain in force until terminated by either party with at least 14- day notice by e-mail to the other party.
  2. Either party may terminate this Agreement with immediate effect if the other party fails to perform or unduly performs its obligations hereunder.
  3. Upon termination of this Agreement, Affiliate shall no longer be entitled to receive Fee in connection with any new Customers or Leads, notwithstanding the OPG’s obligation to pay Affiliates the due Fees accrued prior to the date of termination of the Agreement under the applicable Remuneration Plan, except if Affiliate fails to perform or unduly performs its obligations hereunder, in which case the Affiliate shall no longer be entitled to receive any payments from OPG whatsoever.
  4. In the event of termination of this Agreement for any reason, Affiliate will promptly cease use of, and remove from Affiliate's website, all OPG‟s Group Trademarks, approved or provided by OPG Marketing Materials and Hyperlinks to the Websites. The Affiliate shall immediately delete all reference to OPG’s Group and its services in any material distributed to its clients.

LIABILITY

  1. The Affiliate shall be liable for damage caused by non-performance or undue performance of the Agreement. Subject to the terms and conditions hereof, the Affiliate undertakes to indemnify and hold harmless OPG and its directors, shareholders, officers, management board members, employees, agents and representatives in respect of third party claims, damage and costs (including reasonable costs imposed by regulators) arising from breach, by the Affiliate, the Affiliate‟s staff or agents, of this Agreement or legal provisions, regulations or any agreements in relation to the performance hereof.
  2. OPG shall not be liable to the Customers and/or potential and/or prospective customers and/or the Affiliate for any information, advice, decisions or recommendations given or issued by the Affiliate to any such person, except for information accepted and approved by OPG and the Affiliate. The Affiliate shall indemnify OPG in respect of any claims from Customers, prospective customers or any third parties in relation to loss or liability arising directly from such information, advice, recommendation or decision, or any delay in performance, default or negligence by the Affiliate in provision of Services hereunder. The Affiliate shall be fully liable for covering any and all legal costs incurred in order to obtain legal advice/opinions, if required, from his/her/its own legal counsel in relation to the Affiliate’s commencing activities in the place of the Affiliate‟s registration.

TRADEMARKS

  1. Affiliate, and anyone on Affiliate's behalf, shall not assert the invalidity, unenforceability, or contest the ownership of any of the OPG’s Trademarks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice the OPG's rights in the OPG Trademarks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
  2. Except as explicitly permitted herein, nothing in this Agreement or on any of the Websites, should be construed as granting, by implication, any license or right to use any OPG Trademarks.

PERSONAL DATA

  1. The Parties agree that OPG shall not be obliged to provide the Affiliate with data constituting professional secret and the Customers’ personal data. OPG shall provide the Affiliate only with such anonymised data which at OPG’s sole and absolute discretion enable the Affiliate to compute the Fees due.
  2. All Customers and Leads shall be considered as customers and leads of OPG Group only. OPG Group shall be the sole and exclusive owner of the database of names and contact information and any other data of all Customers and Leads, without limitation to Customers and Leads directed to the Website through Hyperlink.
  3. While performing the Agreement, the Affiliate may acquire the Customers‟ personal data as part of its operations. In such case, the Affiliate shall be the administrator of such personal data. The condition for obtaining the Customer's data shall be the Affiliate‟s request that the Customer submits relevant consent in order to enable the Affiliate to process the data. The Affiliate hereby represents that while processing personal data the Affiliate shall comply with all requirements under applicable legal provisions relating to personal data processing.
  4. It is unequivocally understood and relevantly agreed that any personal data processing affected for the purposes of the present Agreement, shall always be carried out in strict accordance to the applicable legislation pertaining to personal data protection(i.e. Law 138(I)/2001).

GENERAL PROVISIONS

  1. This Agreement contains the entire understanding between the Parties and constitutes full and the only description of the terms and conditions of such an understanding of the Parties. This Agreement supersedes any and all oral representations of the Parties. OPG may amend any of the terms of this Agreement (including, without limitation, the Rates, Remuneration Plans or any criteria applying to any of the Remuneration Plan) at any time and in its sole and absolute discretion, upon posting notice on www.securionpay.com or by sending e-mail notice to the Affiliate. Affiliate's sole remedy if such amendment is not acceptable to it, is to terminate this Agreement.
  2. The provisions of the generally applicable law shall apply to any issues not governed herein. The Affiliate‟s obligations under this Agreement shall be performed by the Affiliate in his own name and on his own account, in particular Affiliate cannot use subcontractors without OPG’s prior written consent. This Agreement is concluded with the Affiliate only and the Affiliate’s obligations stemming from it cannot be assigned or transferred to any third party without OPG’s written consent.
  3. This Agreement and/or any dispute and/or claim arising out of, and/or in connection with it, and/or its subject matter and/or formation (including non contractual disputes or claims) shall be governed by and construed in accordance with the laws of Switzerland.
  4. The parties shall make good faith attempt at solving any and all disputes arising in respect of this Agreement, first internally, submitting the same for settlement to their senior management staff. Any and all disputes arising between the parties and not settled amicably within thirty (30) days from the good faith attempt at solving the dispute, shall be subject to settlement exclusively by the court having jurisdiction over the registered office of OPG.
  5. OPG and Affiliate are independent contractors, and nothing in this Agreement creates any partnership, joint venture or agency relationship between them, grants to Affiliate authority to make any representation on OPG's behalf or make public any information concerning OPG, or prohibits OPG from operating websites that are similar to or compete with Affiliate's website.
  6. In the event any provision of this Agreement is held to be invalid or unenforceable, such provision shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect.
  7. A breach of provisions hereof by one of the Parties shall authorise the other party to terminate the Agreement forthwith.
  8. Neither OPG nor the Affiliate shall be in breach of this Agreement or under any liability for any delay, loss, or damage caused wholly or in part by any act of God, governmental restriction, fire, flood, power failure, condition or control breakdown, malfunction in any telecommunication system computer service, link failures, power difficulties, telephone outages, network overload, default or failure of a third party, or by any other act, matter, or thing beyond its reasonable control.
  9. Any and all correspondence sent by the Parties shall be regarded as received by the other Party after the lapse of the following timeframes:
    1. in the event of email sent to the Affiliate– after the lapse of 1 day from the date of sending to the authorised e-mail address (as these contact information appears in the Affiliate Participation Form);
    2. in the event of letter sent by courier to the registered office address – upon deliver, but in each case after the lapse of 14 days from posting (as these contact information appears in the Affiliate Participation Form).
  10. It is agreed that all terms of the present are of the essence.