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Affiliate Terms and Conditions

WAVE AFFILIATES MARKETING AGREEMENT

01 December 2020

IMPORTANT

Please read this Agreement carefully before you accept it. Once you accept this Agreement it becomes binding upon you / the organisation (‘Partner Company’) that you represent. If you do not have the right to represent the Partner Company, or if you do not wish to accept all the terms and conditions of this Agreement, then you must not accept this agreement, you must not complete the Registration Form and you must not link to the Service (as defined below) OR, if you already have done so, you should contact us immediately. You should print and store this WaveAffiliates Marketing Agreement and then complete the Affiliate Signup Form.

GENERAL PROVISIONS

  • 1.1. This Agreement is between Wave Affiliates part of Deep Dive Tech B.V., a company registered in Curacao, with company registration number 154314, at office address Fransche Bloemweg 4 Curacao (referred to in this Agreement as “WaveAffiliates”) and the individual or entity stated as ‘Partner Company’ in the Affiliate Signup Form. Each referred to as the “Party” and together as the “Parties”.
  • 1.2. Reference to the ‘Partner Company’ or ‘you’ or ‘your’ is a reference to the person or company identified by name in the affiliate signup form.
  • 1.3. If the information provided in the Affiliate Signup Form is not true or not correct or if the person submitting the Affiliate Signup Form is not authorised to act on behalf of the Partner Company, then without prejudice to any other actions that may be available to WaveAffiliates the person submitting the Affiliate Signup Form shall be bound by this Agreement and all the references to ‘Partner Company’ in this Agreement shall be references to the person who submitted the Affiliate Signup Form and/or on whose behalf the said Form is submitted.
  • 1.4. You declare that you are over 18 years of age.
  • 1.5. You and the Partner Company declare and warrant that the information that you provided in the Affiliate Signup Form is true, complete and correct. You shall notify WaveAffiliates immediately of any change in the information provided in the Affiliate Signup Form.
  • 1.6. You agree that WaveAffiliates may, at its discretion, carry out verification checks of you and require you to provide certain documents for verification purposes. You agree that you will, when requested, promptly provide documents for the purposes of proof of identity, proof of residence and address, proof of age as may be necessary, in particular: where the Partner Company is a physical person, you will provide upon request a copy of the official identification document with your photo, document proving your age and your address (such as a utility bill or a bank statement showing your name and address); or in all other cases you will provide a copy of the certificate of incorporation or similar, statue or constituting documents showing shareholders and directors of the entity, certificate of good standing or similar, utility bill or bank statement showing the company name address.
  • 1.7. The Agreement becomes binding upon the Partner Company once you indicate in the Affiliate Signup Form of your acceptance of this Agreement and / or link to any part of the Service as defined in clause 2 of this Agreement.
  • 1.8. This Agreement may be amended from time to time by WaveAffiliates by notifying the Partner Company either by email or by posting a new version of the Agreement on WaveAffiliates website. In case of an amendment dealing with changes of legislation or regulatory policies, security requirements, detection or prevention of illegal activities (such as fraud) or similar matters, the amendments shall become binding on you immediately upon notification. In other cases an amendment becomes binding after 7 days from notification. It is your sole responsibility to check WaveAffiliates website to ensure that you are aware of the latest version of the Agreement. If an amendment to this Agreement is not acceptable to you, your sole remedy is to terminate this Agreement. Your continued acting under this Agreement and/or promoting the Service signifies your approval and acceptance of the amendment.
  • 1.9 You undertake to carry out your obligations under this Agreement only for the commercial purposes intended herein, i.e., to promote the Participating Sites, and for no other purpose whatsoever (whether for hedging purposes of otherwise).
  • 1.10 Unless explicitly stated otherwise in any of the supplementary rules, in case of any discrepancy between the supplementary rules and the above-mentioned WaveAffiliates Marketing Agreement, the provisions of this WaveAffiliates Marketing Agreement shall prevail.

DEFINITIONS AND INTERPRETATION

  • 2.1. In this Agreement the following words and phrases shall have the meaning stated below:
  • 2.1.1. “Agreement” means this WaveAffiliates Marketing Agreement, as may be modified, the Affiliate Sign-Up Form and all supplementary rules (which include rules, policies, guidelines) that may be provided by WaveAffiliates from time to time by email or generally on WaveAffiliates website www.waveaffiliates.com or by a link to another website, which all form an integral part of this Agreement.
  • 2.1.2. “Confidential Information” means any information of commercial or essential value for any of the Parties such as, but without limitation to, financial reports and condition, trade secrets, know-how, prices, business information, products, strategies, databases, information about New Players, other customers and users of any website related to WaveAffiliates, technology, marketing plans and manners of operation
  • 2.1.3 ‘Service’ under this Agreement means any service offered on any of the Participating Site(s) as defined below.
  • 2.1.4. ‘Participating Site(s)’ means all sites mentioned on the WaveAffiliates website; which are website(s) owned and operated by WaveAffiliates and/or websites WaveAffiliates is authorised to promote. Additional websites may be added by WaveAffiliates and you can start promoting such sites simply by obtaining a new tracking link from your affiliate account. Once you do so, such additional websites will be automatically included as another “Participating Site” under this Agreement.
  • 2.1.5. “Player” means any person registering and using the Service of any of the Participating Sites.
  • 2.1.6. “Referred Player” means any Player, not being a Player previously registered at any of the Participating Sites, who as a result of an independent effort of the Partner Company, (1) has been referred to any of the Participating Sites by the Partner Company, and (2) has properly registered and opened an account with any of the Participating Sites, as may be required by WaveAffiliates operating the Service, and (3) has been verified and accepted as a Player at any of the Participating Sites, and (4) has fulfilled any qualification conditions as may be prescribed by WaveAffiliates operating the Service, and (5) has made the first real money deposit into the said account, as determined solely by WaveAffiliates on the basis of information registered on the relevant Participating Site’s or WaveAffiliates system, and (6) Referrals of affiliate principals, business partner(s), family or friend will not be considered a Referred Player.
  • 2.1.7. “Players’ Data” shall mean any information about Players, whether arranged in a database or otherwise, including but not limited to their contact data and other personal data, and “Player’s Data” shall be construed accordingly.
  • 2.1.8. “Partner Commission” shall mean the amount due to the Partner Company for the services rendered under this Agreement, calculated as provided in clause 5 of this Agreement.
  • 2.1.9. ‘Partner Website’ shall mean the website or websites stated under ‘Website’ in the Affiliate Signup Form and as many as may be added or amended from time to time. ‘Partner Website’ also encompass any other website which host links to one or more WaveAffiliates Brands where such links pass referral information associated with the partner company.
  • 2.1.10. ‘Partner Services’ shall mean the services undertaken under this Agreement by the Partner Company as stated in clause 3.1. herein.
  • 2.1.11. ‘Commission Account’ shall mean the account that the Partner Company opens on WaveAffiliates or other WaveAffiliates system, as may be decided by WaveAffiliates, into which the Partner Commission is paid to the Partner Company.
  • 2.1.12. “Net Revenue” for any particular period of time shall mean Gross Revenue for the same period of time less converted and real money bonuses, delta jackpot contribution (gives positive contribution when jackpot is won) and Charge Backs (if any). Quarantined players, should there be any, will not affect the commission until cleared from quarantine.
  • 2.1.13.1 “Quarantined players” means any player that that has generated a negative Net Revenue of -€5,000 or lower in a single period. WaveAffiliates reserve the right to place such players in Quarantine until the individual balance of the player is 0. In this event, such player will not affect commission negatively in the period which the player was quarantined.
  • 2.1.13.2 With chargeback fees and chargeback costs out of the ordinary WaveAffiliates reserve the right to apply additional deductions unless deemed fraudulent which would be a breach of contract.
  • 2.1.14. “Gross Revenue” for any particular period of time shall mean the real money revenue, before aforementioned deductions, generated by the Referred Players as a result of them using the Service on the Participating Sites.
  • 2.1.15. “Partner Brand” shall mean a brand, trademark, trade name or a domain name, being operated as a skin or a white label on any of the Participating Sites, as may be amended from time to time by WaveAffiliates. For the current list of Partner Sites please click here. It is your responsibility to check the current list of Partner Sites by checking the latest version of this Agreement as published on WaveAffiliates Website.
  • 2.1.16. “Dormant Player” shall mean a Player who, after becoming a Referred Player, has not made any deposit into his player account with any of the Participating Sites within 6 months of registration.
  • 2.1.17 “Related Company” shall mean a company involved in the same general corporate or day-to-day operational structure as WaveAffiliates or any of the Partner Brands.
  • 2.1.18 “Dormant Commission Account” shall mean a commission account where no login has been recorded for twentyfour (24) months. WaveAffiliates reserve the right to remove balance of commission account, this amount will be forfeit to and non-refundable to the Affiliate Commission Account holder.
  • 2.2. Clause headings are for information purposes only.

RIGHTS AND OBLIGATIONS OF THE PARTNER COMPANY

  • 3.1. The Partner Company shall carry out marketing, advertising and promotion of the Participating Sites and refer prospective Referred Players to the Participating Sites via the Partner Website and any other channels including but not limited to email and SMS messaging (“Partner Services”) in accordance with the terms and conditions of this Agreement.
  • 3.2. The Partner Company shall perform Partner Services actively, effectively, with the best of its ability with the view of making the Service a successful long-term venture and maximizing the benefit for WaveAffiliates and the Partner Company.
  • 3.3. The Partner Company shall provide space for banners and links promoting the Service on the Partner Website and, if approved by WaveAffiliates, on other websites and media channels.
  • 3.4. Unless specifically agreed otherwise, all marketing material to be used by the Partner Company for carrying out the Partner Service shall be provided by WaveAffiliates at no cost to Partner Company.
  • 3.5. Subject to its obligations under clauses 3.6, 3.7, 3.8, 3.10, 3.11 and 3.14, the Partner Company shall carry out its Partner Services as it deems appropriate and effective. The Partner Company shall be solely responsible for the manner in which the Partner Services are carried out and, in respect of marketing material not provided by WaveAffiliates, for the content of the said marketing material.
  • 3.6. For any content of any promotion, advertising or marketing done by the Partner Company using any of the WaveAffiliates Brands, whether by way of banners, adverts or otherwise, the Partner Company shall at all times obtain and maintain a prior written approval from WaveAffiliates. In the case of marketing material provided by WaveAffiliates, the provision of such material shall be considered as approval to use such material.
  • 3.7. The Partner Company shall conform and adhere to laws, good practice and good business conduct applicable to the Partner Company, to the operation of the Partner Company’s websites, including the Partner Website, and to the activities carried out by the Partner Company under this Agreement in the geographical markets where Partner Company carries out its activities under this Agreement or which are targeted by the Partner Company.
  • 3.8. Without prejudice to the generality of clause 3.7 above, the Partner Company shall not itself nor authorise or encourage that any third party:
  • 3.8.1. Promote any gaming sites to persons in the United States of America (USA), USA territories, Malaysia, China, France, Iceland or Hong Kong or to attempt to circumvent restrictions that are in place to prevent persons from jurisdictions to access and use the Service from or list of jurisdictions where we deny service. Promotion of the Service to persons in the United States of America (USA), USA territories, Malaysia, China, France, Iceland or Hong Kong and manipulation to circumvent territorial blocks is a breach against this Agreement and will void all Partner Commission to the Partner Company. In addition, further territories may be added to the prohibited territories whereby the Partner Company shall comply immediately with such prohibition upon being notified by WaveAffiliates.
  • 3.8.2. Cause disturbing marketing/traffic.
  • 3.8.3. Conduct the Partner Services in unlawful manner or form, including placing or using any material which is malicious, obscene, sexually explicit, violent, potentially libellous, discriminatory, infringes anyone’s intellectual property rights or goodwill or reputation, targets persons under the age of 18 years (or higher of majority in the jurisdictions that the Partner Company is targeting).
  • 3.8.4. Interfere with the operation or accessibility of any of the Participating Sites.
  • 3.8.5. Conduct the Partner Services in any way that is misleading or confusing as to the relationship amongst the Referred Player / prospective Referred Player, the Partner Company and WaveAffiliates operating the Participating Sites or as to the operation, functions or ownership of the Participating Sites.
  • 3.8.6. Deploy or use any UMC (Unsolicited Mass Communications), also known as “spam”. Should it become evident to WaveAffiliates that the Partner Company does not adhere to this obligation, WaveAffiliates shall have the right to terminate this Agreement immediately in addition to other remedies available to WaveAffiliates at law. Moreover, should the Partner Company use spam, WaveAffiliates will close all account(s) of the Partner Company and withhold funds immediately. Due to ongoing efforts, legal actions will be taken should the use of spam be brought to WaveAffiliates attention.
  • 3.8.6.1 Use any form of cookie fishing not promoting the brand according to brand guidelines.
  • 3.8.7 Provide information or promotion regarding methods for players to defraud or abuse the bonus programs at any Partner Brands.
  • 3.9. Should the Partner Company be allowed to introduce sub-affiliates, it shall be the sole responsibility of the Partner Company to ensure that sub-affiliates are aware and agree with this condition and with all other conditions relevant and applicable to sub-affiliates. The Partner Company hereby undertakes to fully inform and keep informed all sub-affiliates it introduces about all relevant details in relation to the operation of this Agreement.
  • 3.10. The Partner Company shall remain solely responsible towards WaveAffiliates for anything done or not done by any of the sub-affiliates it introduced. Any claim of a sub-affiliate arising out of or in connection with this Agreement is a matter solely and exclusively between the Partner Company and the sub-affiliate and neither WaveAffiliates or any other WaveAffiliates related entity shall accept any liability in this respect.
  • 3.11. The Partner Company shall not allow any rake-backs in any form or by any means whatsoever breaching WaveAffiliates partners Networks Terms and Conditions. A breach of this condition shall give the right to WaveAffiliates to terminate this Agreement immediately.
  • 3.12. The Partner Company acknowledges and accepts that the said WaveAffiliates retains the right to change or withdraw any part of the Service, at any time and in any manner it deems appropriate, without prior notice to the Partner Company and without any liability whatsoever on the part of WaveAffiliates.
  • 3.13. The Partner Company acknowledges and accepts that in order to carry out its obligations under this Agreement in particular in respect of calculating and paying the Partner Commission, WaveAffiliates requires to liaise with and obtain information from any company providing the Service on the Participating Sites. In this respect, the Partner Company:
  • 3.13.1. Authorises Deep Dive Tech B.V. to disclose to and to obtain from WaveAffiliates operating the Service all information that may be required for the proper operation of this Agreement;
  • 3.13.2. Releases Deep Dive Tech B.V. and WaveAffiliates operating the Service from any and all liability related to or arising out of the above-mentioned disclosures.
  • 3.14. The Partner Company shall have the right to utilise WaveAffiliates brands during the period of validity of this Agreement solely and exclusively to the extent that such use has been approved by WaveAffiliates for the purposes of carrying out by the Partner Company its Partner Services in accordance with the terms of this Agreement. Without prejudice to the generality of the above.
  • 3.14.1. The Partner Company shall not register or utilise in any way, whether as the Partner Website/software application or otherwise, any domain name that contains (a) any of WaveAffiliates brands or their variations or misspellings, and/or (b) any of the Partner Brands or their variations or misspellings. In case of doubt or similarity of a domain name to any of WaveAffiliates or Partner Brands, the Partner Company must obtain written consent from WaveAffiliates prior to registration or utilisation of the domain name;
  • 3.14.2. The Partner Company shall not utilise and shall not allow any third party to utilise any website or software application having a domain name / application name that contains any of WaveAffiliates brands or their variations or misspellings in such a way that results in promoting any website other than the Participating Sites, whether by way of linking, redirecting traffic or otherwise;
  • 3.14.3. The Partner Company shall not engage in any marketing by way of pay-per-click, sponsored links, search engines’ keywords, App Store Optimisation, portal appearance, forum appearance, ad words or similar promotion which utilizes any of the WaveAffiliates brands or any variation thereof.

RIGHTS AND OBLIGATIONS OF WAVEAFFILIATES

  • 4.1. WaveAffiliates shall make available to the Partner Company tools allowing the Partner Company to monitor the Partner Commission and the payments of the said Partner Commission into the Commission Account using an online monitoring system at a secure website.
  • 4.2. WaveAffiliates shall provide to the Partner Company sufficient information WaveAffiliates declares and the Partner Company acknowledges and accepts that the Service is operated by WaveAffiliates which is responsible for compliance with all regulation or legislation applicable to the operation of the Service. WaveAffiliates declares and the Partner Company acknowledges and accepts that WaveAffiliates shall be liable for any losses or damages, howsoever caused, resulting from any change in government regulatory policies or legislation that may preclude or put any restriction on the operation of any part of the Service.
  • 4.3. The Service shall be provided in any form and to any extent that WaveAffiliates operating the Service deems appropriate.
  • 4.4. In case of any breach by the Partner Company of any of the Terms and Conditions of this Agreement, in addition to other remedies available to WaveAffiliates at law and under this Agreement, WaveAffiliates shall have the right to terminate this Agreement by a notice given to the Partner Company. Unless the breach by the Partner Company is serious and/or irreparable (which will be determined by WaveAffiliates in its sole discretion), before the termination WaveAffiliates shall allow the Partner Company a period of time not less than 10 days to give to the Partner Company the possibility to correct the matter and overcome the failure.
  • 4.5. This Agreement does not impose any exclusivity obligation on WaveAffiliates. And WaveAffiliates shall not be held liable in any way whatsoever for engaging in any arrangement competing with the Partner Company.
  • 4.6. Notwithstanding anything else stated in this Agreement, WaveAffiliates or other related company, their respective directors, officers, employees, partners, shareholders or consultants shall not be held responsible or liable for any loss of income, or loss of the ability to produce income of the Partner Company, even if such loss arises from the inability of WaveAffiliates to ensure the delivery of the Service stipulated in this Agreement for any reason whatsoever, whether WaveAffiliates is at fault or whether a third party is at fault.
  • 4.7. Unless explicitly stated in this Agreement, WaveAffiliates does not make any warranty or representation of any kind.
  • 4.8. In case of a breach by the Partner Company of clause 3.14, in addition to other remedies available to WaveAffiliates at law, WaveAffiliates or the owner of the Partner Brand, as the case may be, shall have the right to become registered as the registrant of all domain names registered or utilized by the Partner Company in breach of clause 3.14 and the Partner Company shall assist WaveAffiliates and/or shall assign to WaveAffiliates or to the owner of the Partner Brand, as may be specified by WaveAffiliates, all the said domain names irrespective of whether they are top level generic domain name, top country level domains or otherwise.

PARTNER COMMISSION

  • 5.1. In consideration for the Partner Services provides by the Partner Company, WaveAffiliates shall pay to the Partner Company the Partner Commission as stated in this clause.
  • 5.2. The Partner Commission payable to the Partner Company, unless agreed otherwise, shall be based on a percentage of Net Revenue, such percentage to be determined based on the number of unique new first-time depositors referred in a calendar month as stated in the table below:

    Unique FTDs Commission
    0 – 9 25%
    10 – 19 30%
    20 – 30 35%
    31+ 40%

    In cases where the Partner Company has been allowed by WaveAffiliates to introduce sub-affiliates, the Partner Company can receive sub-affiliate commission due to the said sub-affiliates after agreement with designated affiliate manager and approved by WaveAffiliates.

  • 5.3. Provided the minimum commission payment threshold is reached, WaveAffiliates shall ensure that Partner Commission is paid to the Partner Company on a monthly basis in arrears, no later than the twenty fifth (25th) day of each month, in respect of the Partner Commission for the preceding month. In the event that the commission balance turns out to be lower than €200, WaveAffiliates will transfer the balance to the following month, which will then be paid out no later than the aforementioned date, the month following the event of the threshold being reached.
  • 5.4. The Partner Commission shall be paid into the Commission Account.
  • 5.5. WaveAffiliates reserve the right to, and may place any commission withdrawal charges applicable, on the Partner Company.
  • 5.6. WaveAffiliates has the right to adjust payments of the Partner Commission from time to time to reflect any overpayments or other applicable deductions, which were not deducted earlier, such as chargebacks/refunds and related bank fees.
  • 5.6.1 In cases where the affiliate Net Revenue for the month is negative, minus €4,000 or lower, and that affiliate has an individual Referred Player that has generated a negative Net Revenue of minus €5,000 or lower, WaveAffiliates reserve the right to place that specific player in Quarantine until such time that the specific player has generated sufficient Net Revenue in future months to offset the negative net revenue.
  • 5.6.2 In cases where more than one Referred Player is placed into Quarantine, each will have their own negative balance managed separately.
  • 5.6.3 Quarantined players negative balance, when carried forward, will not be offset against Net Revenue generated by other players.
  • 5.6.4 Once a Quarantined player has generated Net Revenue sufficient to offset their individual negative balance, their Net Revenue will once again contribute to the general Partner Commission.
  • 5.7. All payments of the Partner Commission shall be made in Euro or in such other currency that may be determined by WaveAffiliates regardless of the currency used by the Referred Players to use the Service.
  • 5.8. WaveAffiliates shall have the right to withhold any and/or all payments to the Partner Company if the Partner Company is in breach of any of the provisions of this Agreement.
  • 5.9. The Partner shall have the sole responsibility to pay all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority as a result of the compensation generated under this Agreement. WaveAffiliates` shall under no circumstances be held liable for any such amounts unpaid but found to be due by the Affiliate.
  • 5.10. The Partner Company has the right, at its own expense and at reasonable intervals, to audit the systems and the figures related to this agreement.

DURATION AND TERMINATION

  • 6.1. This Agreement shall become effective as stated in clause 1.7. of this Agreement.
  • 6.2. This Agreement may be terminated by either party by giving 30 days written notice to the other party.
  • 6.3. Unless otherwise stated explicitly in this Agreement, each party has the right to terminate this Agreement with immediate effect if the other party is in material breach of this Agreement.
  • 6.4. WaveAffiliates reserves the right to terminate this Agreement by a notice in writing (an email being sufficient) if the Partner Company does not actively promote the Participating Sites. Not actively promoting the Participating Sites shall be deemed a material breach of this Agreement.
  • 6.5. In the event of termination of this Agreement without any fault or breach on the part of the Partner Company, The Partner Company shall have the right to continue to receive a Partner Commission for the period of six months after the date of termination with respect to Referred Players who continue to utilise the Service. The right of the Referred Company to receive the Partner Commission shall cease upon the termination of this Agreement for any other reason. If the Partner Company wishes to resume promotion of the Participating Sites, a new agreement will have to be entered into between the Partner Company and WaveAffiliates; and no Referred Player under this Agreement shall be considered as such under any new agreement.
  • 6.6. Referred Players and all Players’ Data shall remain the property of WaveAffiliates at all times.
  • 6.7. Unless explicitly stated otherwise, and with the exception of Confidentiality, Non-Disclosure, and clause 3.1 of this agreement, all rights and obligations of each Party under this Agreement will cease upon the termination of this Agreement. This shall not prejudice any right accrued to a Party before such termination.

CONFIDENTIALITY

  • 7.1 During the term of this Agreement and for a period of 3 (three) years from the expiration or termination of this Agreement, a receiving Party shall (i) not disclose Confidential Information to any third-party; (ii) restrict disclosure of Confidential Information to only those employees, agents or consultants of the receiving Party and affiliates, if any of the receiving Party who must be directly involved with the Confidential Information for the purposes of this Agreement and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not reverse, engineer, decompile or disassemble any Confidential Information for source discovery or other purposes; (iv) use the same degree of care as for its own information of like importance, but at least the care of a prudent businessman, in safeguarding against disclosure of Confidential Information; and (v) promptly notify the disclosing Party upon discovery of any unauthorised use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorised actions or other breach of this Agreement.
  • 7.2 The disclosing Party consents to the disclosure of the Confidential Information to the extent strictly necessary for informing any subcontractors or suppliers of other Party who need to know such limited information in order to perform any assignments or handle any orders of a Party pursuant to this Agreement provided however that such subcontractors or suppliers shall first have agreed with the other Party to be bound by its confidentiality obligations hereunder or obligations which protect the Information to the extent protected hereunder in respect of such limited Confidential Information they will receive including appropriate obligations not to disclose the same to others and not to use it for other purposes as well as to return all such information to the Party upon completion of their assignment or other required performances.
  • 7.3 The foregoing restrictions on use and disclosure of the Confidential Information do not apply to information that: a) is in the possession of the receiving Party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; b) or becomes publicly known, through no wrongful act or omission of the receiving Party; c) or is received without restriction from a third-party free to disclose it without obligation to the disclosing Party; d) or is developed independently by the receiving Party without reference to the Confidential Information; e) or is required to be disclosed by the law, regulation, or court or governmental order, provided that the Party subject to such law, regulation or court or governmental order shall use reasonable efforts to minimise such disclosure and shall notify the other Party contemporaneously of such disclosure and provide the copy of such order or legal act to the opposite Party.

INDEMNIFICATION

  • 8.1. The Partner Company shall hold harmless and shall indemnify WaveAffiliates for any and all damages of losses suffered by WaveAffiliates or its officers or representatives due to any breach by the Partner Company of this Agreement.

MISCELLANEOUS

  • 9.1. Entire agreement. In case of conflict between this Agreement and other agreements, oral or written, with respect to the matter contemplated hereunder, between WaveAffiliates and the Partner Company, this Agreement shall prevail.
  • 9.2 Assignment. The Partner Company may not assign or transfer this Agreement, in whole or in part, without WaveAffiliates prior written consent. WaveAffiliates may wholly or partly assign its rights and obligations under this Agreement to any WaveAffiliates company or other related company.
  • 9.3. Severability. If any provision of this Agreement is deemed illegal, invalid or unenforceable, this shall not affect the validity or enforceability of any other provisions of this Agreement.
  • 9.4. Force majeure: Notwithstanding any other provisions specified herein, either Party shall be entitled to suspend performance of its obligations under the Agreement in the occurrence of an event beyond the reasonable control of the Party affected, impeding performance or making performance unreasonably onerous, (”Force majeure”) including, but not limited to local and general industrial disputes, fire, war (whether declared or not), armed conflict, terrorist activity, extensive military mobilisation, insurrection, requisition, seizure, embargo, governmental action, export and import restrictions, restrictions in the use of power and delays or defects in deliveries by subcontractors caused by such circumstances referred to in this clause. The Party claiming to be affected by Force Majeure shall without undue delay after the occurrence notify the other Party in writing thereof.
  • 9.5. Waiver: No failure or delay of either Party to enforce any one or more provisions of this Agreement, exercise any option which is herein provided, or require the timely performance of any of the terms or provisions hereof, shall be construed or act as a waiver of such term or provision of this Agreement. Either Party may waive the compliance by the other Party with any term or provision here of only by an instrument in writing. The waiver by either Party of any term or provision of this Agreement shall not be construed or act as a waiver concerning any term or provision for the future or any subsequent breach.
  • 9.6. Handling of negative publicity. Upon notice of any negative publicity concerning the Partner Company, or the Partner Company’s owner(s), which WaveAffiliates management believes can damage the reputation of and its brands or those of related companies, WaveAffiliates has the right to terminate the Agreement immediately.
  • 9.7. Temporary disruptions due to hardware failure. The Parties acknowledge that from time to time, as a result of hardware failure, supplier failures, or the like, the services provided under this Agreement by the Parties can be temporarily disrupted. The Partner Company acknowledges and agrees that WaveAffiliates companies or any of its members, shareholders, directors, officers, employees or representatives will be liable to the Partner Company for any special, indirect, consequential, punitive or exemplary damages, or damages for loss of profits or savings, in connection with these temporary disruptions.
  • 9.8. Applicable law. This Agreement shall be governed by and construed in accordance with the law of Curacao.
  • 9.9. Dispute resolution. All disputes arising from or related to the present agreement shall be finally settled under the Rule of Conciliation and Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said rules. Place of arbitration shall be Curacao, and the arbitration shall be conducted in English language.

IN WITNESS WHEREOF, THE PARTNER COMPANY expressly agrees to the terms and conditions of this Agreement by activating the account at WaveAffiliates. Version 0.1 – 1 December 2020