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Terms & Conditions

This Affiliate Agreement (this “Agreement”) contains the complete terms and conditions between Dreammakers gaming tech S.A. (Costa Rica) Limited ( or “We” or “Us”), and you, regarding your application to participate as an affiliate (an “Affiliate”) of Us in this Affiliate program ("Affiliate Program"). As an Affiliate your role will be to promote the MegaMoneyGames.com website ("Website") or any other website We promote.

By submitting the application form, you are deemed to have agreed to be bound to the terms and conditions set out in this Agreement, which will govern Our relationship with you in relation to the Affiliate Program for the Website and modifies, replaces and supersedes the previous version of the Affiliate Program.

We may revise, amend, change, cancel or modify any of the terms and conditions contained in this Agreement, at any time at Our sole discretion (including, but not limited to, changes to the commission schemes, commission schedules, payment procedures and the Affiliate Program rules), by posting the new version of the Agreement on the www.affstars.com ("Affiliate Website"); such posting is considered sufficient provision of notice and such revision, amendment, change, cancellation or modification shall be effective as of the date of posting. It is your responsibility to visit the Affiliate Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following such posting will be deemed binding acceptance of the revision, amendment, change, cancellation or modification.

Affiliate Program Application. To become an Affiliate you will have to submit a completed Affiliate Program Application. You shall provide true and complete information to us when completing the Application and promptly update such information if all or any part of it changes. You shall also provide us with such other information as we may request from time to time. We will evaluate your application and, where applicable, notify you of your acceptance. We may reject your application if We determine, in our sole discretion, that your site is not suitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content on your site that We deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable. Similarly, We shall reject your application if we determine, in our sole discretion, that your site is designed to appeal to minors.
Links. In the event of your acceptance to the Affiliate Program, We will make available to you, banner advertisements, button links, text links and other links as determined by Us which shall link to the Website ( “Links”), which you may display on your sites, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with Us in order to establish and maintain the Links. If during the term of this Agreement you wish to place the Links on websites other than those websites which you have previously reported to Us and which We have approved ("Alternative Sites"), you shall be obligated to request and receive Our permission for the placement of the Links on the Alternative Sites. You may not amend or modify a Link, unless you have received prior written consent from Us to do so. In the event that We determine that your use of any Link is not in compliance with the terms of this Agreement, We shall be entitled to take such measures as to render inoperative the Links used by you. You may not advertise the Website and\or the Affiliate Website in any way not approved in advance by Us including, without limitation, the use of spam e-mails. During the term of this Agreement, We grant you a terminable, non-exclusive, non-transferable, non-assignable right to use the Links for the sole purpose of fulfilling your obligations under this Agreement.
Without derogating from the above, you will be solely liable for the content and manner of your marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not perform any of the following activities, nor shall you authorize, assist or encourage any third party to:
1. 3.1 Place Links on any website or other medium where the content and/or material on such website or medium is libelous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in Our sole discretion, otherwise unsuitable;
2. 3.2 Develop and/or implement marketing and/or public relations strategies which have as their direct or indirect objective the targeting of marketing of the Website to any persons who are less than 18 years of age (or such higher age of legal consent as may apply in the jurisdiction that you are targeting);
3. 3.3 Breach any of the provisions of Section 5 below.
4. 3.4 Use Links in a manner that may potentially confuse a user of the Website or a potential user of the Website.
5. 3.5 Place Links on any online site or other medium, where the content and/or material on such online site or medium: (a) infringes any third party's intellectual property rights; or (b) disparages Us or otherwise damages Our goodwill or reputation in any way.
6. 3.6 Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Us by any person;
7. 3.7 In any way alter, redirect or in any way interfere with the operation or accessibility of the Affiliate Website, the Website or any page thereof;
8. 3.8 Register as a user of the Website on behalf of any third party, or authorize or assist any other person to register as a user of the Website;
9. 3.9 Take any action that could reasonably cause any end-user confusion as to Our relationship with you or any third party, or as to the ownership or operation of the Affiliate Website, the Website or service on which any functions or transactions are occurring;
10. 3.10 Post, serve or publish any advertisements, communications or promotional content promoting the Affiliate Website, the Website, Our services or Our marks or around or in conjunction with the display of other websites and/or any part or page thereof;
11. 3.11 Cause the Website (or any parts or pages thereof) to open in a visitor's browser or anywhere else other than as a result of the visitor clicking on banners or text links contained in or as part of the Links;
12. 3.12 Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in our Affiliate Program;
13. 3.13 Use any means to promote sites which resemble in any way the look and/or feel of the Affiliate Website or the Website whether in whole or in part, nor utilize any such means or site to create the impression that such sites are the Affiliate Website or the Website;
14. 3.14 Violate the terms of use and any applicable policies of any search engines;
15. 3.15 Attempt to communicate to users of the Website whether directly or indirectly to solicit them to move to any online site not owned by Us or for other purposes without Our prior approval, including but not limited to via email, telephone, chat boards, or spamming; or
16. 3.16 Attempt to market or promote the Website within territories which are Restricted Territories, attempt to circumvent any restriction which We have put in place to prevent potential users of the Website from Restricted Territories from signing up at the Website, or attempt to disguise the geographical location of a user of the Website. For the purpose of this Agreement, the Restricted Territories include Israel and the United States of America, as well as other countries and\or jurisdictions that may be added by Us from time to time, at Our sole discretion.
If We determine, in Our sole discretion, that you have engaged in any of the foregoing activities, or otherwise acted in bad faith towards Us, any of the users of the Website or any other affiliates of Us, We may (without limiting any other rights or remedies available to Us) withhold any Commissions and/or immediately terminate this Agreement.
If you plan to promote the Affiliate Website and/or the Website through email marketing, then you must comply with the following:
1. 5.1 You have clear and specific consent from the proposed recipient(s) before you send any such communications. The consent must have been given to you by way of an opt-in consent mechanism. Any such tick box must not be pre-populated;
2. 5.2 The communication makes it clear that it is marketing the Affiliate Website and/or the Website;
3. 5.3 If such communication includes any promotional offers or any promotional competitions or games, then the promotion, competition or game is clearly identified as such and any conditions which the recipient must meet in order to qualify for the promotion, competition or game are set out clearly and unambiguously in the communication;
4. 5.4 You do not send any such communications to persons under the age of 18 or under the age of legal consent (whichever is higher) in the country of the proposed recipient(s) of any such communication;
5. 5.5 You do not use any viral marketing techniques as part of your electronic marketing activities;
6. 5.6 Any such communications only promotes Us, the Website and/or the Affiliate Website (and not any third parties, third party services and/or third party sites) and shall not include any content other than the Links;
7. 5.7 You include a true name in the communication (i.e. the "From" line of any email) and not a sales pitch or marketing message. Any such communication must clearly identify you as the sender of the communication and you shall not falsify or otherwise attempt to hide your identity;
8. 5.8 You do not mislead the recipient(s) with regard to the content and purpose of the communication;
9. 5.9 You provide an adequate, functioning, free of charge and conspicuous "opt-out" or "unsubscribe" option in every communication;
10. 5.10 The communication must include a valid address to which the recipient can respond to opt out/unsubscribe of future marketing communications. The reply address must be active for at least thirty days after sending the communication. You shall also include a physical business address in any such communication;
11. 5.11 You honor expeditiously any opt out/unsubscribe request made by any communication recipient. You must not send any further marketing communications to any persons who indicate (by whatever means) that they do not wish to receive any further marketing communications;
12. 5.12 You include a link to your privacy policy in any such communication;
13. 5.13 You do not send any such communications to any person who has registered on any applicable register of persons who do not wish to receive any marketing communications;
14. 5.14 You must include the following notice, or similar wording in any email message or text or mobile communication:
  
  "Please note that you have received this email from an affiliate marketer of www.affstars.com. If you feel you have received this email in error, been misled by this affiliate or your previous opt-out request was not honored by this affiliate, please immediately report this affiliate by forwarding this entire email message to [YOUR EMAIL ADDRESS]."
15. 5.15 Further, you are responsible for ensuring that your communications practices comply with all applicable laws and codes of practice.
New Players. A “New Player” shall mean an Internet user without a prior account with us who accesses the Website directly through the Links (through a unique URL tracker provided to you by Us) and makes a minimum deposit of $/£/€ 25 or otherwise stated on one of our plans. Neither you nor your friends, employees, servants, agents, advisors or relatives are eligible to become New Players and should you or they do so you will not be eligible to receive the relevant commission. For this purpose, the term “relative” shall mean any of the following: spouse, parent, partner, child or sibling. The number of New Players per individual household computer is strictly limited to one. We reserve the right to refuse service to any potential New Player and to close the account of any New Player, at any time, in Our sole discretion
We may, in Our sole discretion, use any available means to block or restrict certain New Players, deposits or play patterns or reject the applications of potential New Players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
Our measurements and calculations in relation to the number of New Players and the relevant Gross Revenue figures shall be the sole and authoritative tool for such measurements and calculations and shall not be open to review or appeal; any claim or contest made by you in respect of Our calculations and measurements shall entitle Us to withhold all of your fees and commissions. Deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from Us by you will be deemed full and final settlement of commissions due for the month(s) indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your commissions, We reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by Us to you and\or withhold and\or set-off from your commissions. We shall make the number of New Players and the relevant Gross Revenue figures available to you through our Affiliate Program information site; the form, content and frequency of the information may vary from time to time in Our sole discretion. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your site and the Website are properly formatted throughout the term of this Agreement.

Commissions. We will pay you a commission based on either Our Gross Revenue Share Scheme or Our Cost Per New Player Scheme, according to your choice of a Scheme.
GROSS REVENUE SHARE SCHEME. The table below specifies the incremental steps that apply to a commission according to the Gross Revenue Share Scheme:

Gross Revenue(in a calendar month)	% RevShare
0-15,000	25
15,001 – 30,000	30
30,001 – 45,000	35
45,001 – 74,999	40
75,000+	45

PER NEW PLAYER SCHEME. The table below specifies the incremental steps that apply to a commission according to the Cost Per New Player Scheme:

Depositing Players	CPA
1-40	40
41-90	55
91-250	65
251+	80

SUB-AFFILIATE REFERRAL BONUS PROGRAM: By choosing the Gross Revenue Share Scheme you can earn an additional 5% commission on monthly Gross Revenues from sub-affiliates that you refer to the program.

For the purpose of this Agreement, the term ”Gross Revenue” shall mean the sum total of all of a New Player’s purchases of scratch card games via the Website, less the winnings of a New Player, less any credits, bonus or promotional amounts given to a New Player, less processing costs, less any chargeback (including amounts paid as a result of credit card abuse or fraud, or paid to a New Player to settle a claim involving the allegation of credit card or other abuse or fraud) or any uncollectible revenue attributable to a New Player.

For the avoidance of doubt, it is agreed by the parties that the commission, which We shall pay to you shall relate solely to the scratch card games. We shall have no obligation whatsoever in relation to other or future products or services provided to New Players by Us or any of Our affiliated entities.

Notwithstanding anything stated to the contrary in this Agreement, in accordance with the provisions of the Affiliate Program, We will not pay you any commissions in relation to New Players that reside in any jurisdiction which, according to Our policies and terms and conditions, is a jurisdiction from which We do not allow any player to place any wager via the Website.

All commissions shall be paid to you on a monthly basis, within approximately 30 (thirty) days following the end of each month. Invoices received by us are rotated in a payment cycle which commences on the 1st of every month, and will be finalized by the 15th. Invoices must be received by Us by the 10th of every month; failure to follow this procedure will result in the said invoice being settled in the next payment cycle. Payments of commissions shall be made directly to you as per your preferred payment method elected by you as part of your application process, provided that we retain the authority to elect a different payment method at Our sole discretion. In the event that you provide Us with incorrect or incomplete details in relation to your preferred payment method, (i) We shall not be held liable to you in respect of any commission paid in accordance with these details, and which was not received by you; you will not have any claim against Us in respect of any such commission paid, and (ii) if We are not able to transfer the commissions to you, We reserve the right to subtract from the commissions due to you all costs incurred as a result of the additional work incurred due to this. We shall be entitled to set-off from the commission to be paid to you any associated charges (including, but not limited to, currency conversion charges) and costs related to the transfer of such commission, as well as any payments otherwise payable by Us to you hereunder, against any liability of you to Us, including (but not limited to) any claims We have against you resulting from or arising from, your breach of this Agreement. In the event that the commission to be paid to you in any calendar month is less than €150 (the “Minimum Amount”), We shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount.

We retain the right to review all commissions for possible fraud, where such fraud may be on the part of the New Player or on your part. During the period of time in which We shall review the commissions for possible fraud, We shall have the right to withhold any commissions accrued in your favor until such time as the review has been concluded (and subject to the conclusions of such review). Any incidence of fraud on your part constitutes a breach of this Agreement, and We retain full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that We deem that fraud has occurred, either on your part or on the part of a New Player, you shall not be entitled to receive any commissions which have accrued to your benefit at such time whether such commissions were generated through fraud or otherwise. Without derogating from any other remedy available to Us, We retain the right to set-off from future commissions payable to you any amounts already received by you which have been generated by fraud.

For the purpose of this Agreement and by way of example only the term "fraud" shall include, but shall not be limited to, actual or attempted (i) bonus abuse on the part of the New Players, (ii) the encouragement by you or a third party of bonus abuse on the part of the New Players, (iii) a chargeback executed by a New Player in relation to his/her initial deposit, (iv) collusion on the part of the New Player with any other player on the Website, (v) the opening of an account via the Website in breach of the terms of this Agreement, (vi) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise) to potential New Players, (vii) any attempt by you to artificially increase the commission payable to you, (viii) deposits, revenues or traffic generated through illegal means, and (ix) any other act by you or by a New Player which is reasonably understood to have been committed in bad faith against Us or to defraud Us (as determined by Us in our sole discretion) regardless of whether or not such action has resulted in any type of harm or damage to Us (including without limitation deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, and unauthorized use of any third party accounts, copyrights, trademarks and other third party intellectual property rights (which for the avoidance of doubt includes Our intellectual property rights)).

Contact with New Players. All New Players shall be considered to be solely Our customers, and all information relating to the New Players will be solely owned by Us and you acquire no right whatsoever to such information. Should you wish to contact a New Player you are obligated to first receive Our written approval for such contact and without such approval you are expressly forbidden from making contact and corresponding with New Players during the term of this Agreement and at any time after the expiration or termination of this Agreement. If in Our opinion you either try to or make contact with a New Player without Our written approval, We shall be entitled to immediately terminate this Agreement and to indefinitely withhold all commissions owing to you at such time. Further, if following your receipt of Our written approval for you contacting or corresponding with a New Player, We deem that such contact or correspondence is against Our best interests, We reserve the right to revoke the approval previously granted, to terminate this Agreement and to indefinitely withhold all commissions owing to you at such time.
Intellectual Property. In the event of your acceptance to the Affiliate Program, We shall grant you a non-transferable, non-assignable, non-exclusive, revocable license to place the Links on your site during the term of this Agreement, and solely in connection with the Links, to use our logos, trade names, trademarks, service marks and similar identifying material (collectively, “Licensed Materials”), solely for the purpose of promoting the Website. You are not permitted to alter, modify or change the Licensed Materials in any way whatsoever. You may not use any Licensed Materials for purposes other than promoting the Website, without first submitting a sample of such use to Us and receiving Our prior written consent. . Any use of any trade mark, domain name or trade name which contains, is confusingly similar to or is comprised of all or part of the Licensed Materials (other than in accordance with the terms of this Agreement) without Our prior written permission shall be unauthorized and further shall constitute fraud for purposes of this Agreement. By way of example, but without limitation, you may not register or use any of the Licensed Materials in any part of any domain name. You agree that all use by you of the Licensed Materials inures to Our sole benefit and that you will not obtain any rights in the Licensed Materials as a result of such use. You shall not register or attempt to register any trademarks or names that contain, are confusingly similar to or are comprised of any of the Licensed Materials, and you hereby agree to transfer any such registration obtained by you to /us upon demand and free of charge. You further agree not to attack ownership of and title to the Licensed Materials in any way You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Us, the Website, the Affiliate Website or any third party negatively. We reserve all of our intellectual property rights in the Licensed Materials. We may revoke your license to use the Licensed Materials at any time. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or your activities hereunder, and that We own all intellectual property rights comprised in any and all of the Licensed Materials, the Website and the Affiliate Website. The aforementioned license shall terminate upon the termination of this Agreement.
Obligations Regarding Your Site. You will be solely responsible for the technical operation of your site and the accuracy and appropriateness of materials posted thereon. You understand and agree that potential New Players must link and make deposits through using the Links provided to you by Us in order for you to receive the commission. In no event are We liable for your failure to use the Links in a proper manner. You agree that your site will not, in any way, copy or resemble the look and feel of the Website nor will you create the impression that your site is the Webite. You also agree that your site will not contain any content of the Webite or any materials which are proprietary to Us, except (i) with Our prior written permission, or (ii) materials obtained by you via the Affiliate Website in accordance with the provisions hereof or the policies or instructions therein. You will indemnify and hold Us harmless from all claims, damages, and expenses (including, without limitation, attorney’s fees and expert witness fees) relating to the development, operation, maintenance, and contents of your site or any materials, products or services linked thereto. You hereby acknowledge that your conduct as an Affiliate shall reflect on Us and has the potential to cause substantial damage to Our reputation and goodwill and that you shall at all times consider Our goodwill and reputation .
Term. The term of this Agreement will begin when you indicate your acceptance to the Affiliate Program and will end when terminated in accordance with the terms of this Agreement. At any time, either party may immediately terminate this Agreement, with or without cause, by giving the other party written notice of termination, where such notice will be served via e-mail – to the email address you provided Us in connection with the Affiliate Program (if We terminate this Agreement), or to affiliates@affstars.com (if you terminate this Agreement). We reserve the right to withhold your final payment to ensure that the correct amount of commission is paid, and that no payments are due to Us from you. Upon the termination of this Agreement for any reason, you will immediately cease use of, remove from your site and return to Us, all Links and Licensed Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by Us and/or provided by or on behalf of Us to you pursuant to this Agreement or in connection with the Affiliate Program. Following the termination of this Agreement and Our payment to you of all commissions due at such time of termination, We shall have no obligation to make any further payments of commissions to you in any circumstance whatsoever (including, but not limited to, any New Players and revenue generated from New Players). We may leave open, redirect or deactivate any Links in Our sole discretion without any obligation to pay you any commissions.
Limitation of Liability. We will not be liable for any indirect, special, incidental, punitive or consequential loss, damages, or injury including (but not limited to) any loss of business, revenue, profits or data even if we have been advised of the possibility of such loss, damages or injury. Further, Our aggregate liability arising under this Agreement and the Affiliate Program, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, will not exceed the total commissions paid or payable to you under this Agreement over the previous six months from the time that the event giving rise to the liability arises.
No Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE PROGRAM, THE WEBSITE, THE AFFILIATE WEBSITE, OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT THE WEBSITE OR THE SYSTEM, NETWORK, SOFTWARE OR HARDWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
Your Representations and Warranties. You hereby represent and warrant to Us the following: (i) this Agreement has been duly and validly executed by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; (ii) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to; and (iii) you are an adult of at least of the later of18 years of age or the minimum age legally required in your jurisdiction to execute this Agreement. You further represent that you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfill your obligations hereunder without violating any applicable rule of law. You shall comply with all applicable laws and any policy notified by Us through the Website, the Affiliate Website or otherwise in relation to money laundering and/or the proceeds of crime
Indemnification. You hereby agree to indemnify, defend and hold harmless Us, Our shareholders, officers, directors, employees, agents, affiliates, consultants, representatives, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages and expenses (including attorneys’ fees and costs) of any nature whatsoever incurred or suffered by Us (collectively the “Losses”), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by you or any representation or warranty made by you herein; or (ii) any claim related to your site.
Confidentiality. We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information We consider to be confidential (herein referred to as “Confidential Information”). Confidential Information shall remain strictly confidential and secret and shall not be disclosed to any third party, nor utilized, directly or indirectly, by you, both during the term of this Agreement and thereafter, except and solely to the extent that the same is required by law.
Taxation. All taxes due in connection with any payments to you are your sole liability. You are responsible for complying with the rules, if any, for registering for and paying direct and indirect taxes (including, but not limited to, VAT), levies, duties and charges in respect of your income from or in relation to this Agreement and for collecting and paying the income tax and social security contributions in respect of your staff, if you have any staff. For the avoidance of doubt, it is hereby clarified that We will not increase the fees payable as commissions due to any tax, levy, duty or charge imposed on the payment of the commissions, and all commissions are inclusive of any such tax, charge, duty and\or levy.
Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.
Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, representation, agency or franchise between you and Us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
Independent Investigation. You acknowledge that you have read this Agreement, have had an ample opportunity to consult with your own legal advisors if you so desired, and agreed to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you in connection with the Affiliate Program, and to Us at affiliates@affstars.com. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being received or 48 hours from the time of transmission.
Governing Law. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with the law of Costa Rica without giving effect to conflicts of law principles and shall be subject to the exclusive jurisdiction of the courts of Costa Rica.
Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.
Assignment. Except where you have received Our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee. We reserve the right to assign this Agreement, in whole or in part, to any person or entity, at our sole discretion and without the need to receive your consent. Subject to the above, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
Non-Exclusive. You understand that We may at any time (directly or indirectly), enter into agreements with other Affiliates on the same or different terms as those provided to you in this Agreement and that such Affiliates may be similar, and even competitive, to you. You understand that We may re-direct traffic and users from the Website to any other online site that We deem appropriate in Our sole discretion, without any additional compensation to you.
Third Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from under that local law or statute.
No waiver. Our 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.