NOTE: BY SIGNING UP AN ACCOUNT ON TB3M YOU AUTOMATICALLY AGREE TO THE BELOW TERMS & CONDITIONS.

a) This document (the "Agreement") sets out the terms and conditions agreed between (Heptalon Trading Ltd (hereinafter "Heptalon"), a company duly registered under the laws of Malta by means of registration No. C-44515 having its registered office at 211, Valley Road, Birkirkara BKK 10 and the person/company set out on the relevant application form (hereinafter "the Affiliate"), regarding the Affiliate’s application to join (and if the Affiliate’s application is successful, the Affiliate’s membership of) Heptalon’s affiliate program and to promote the Heptalon Sites and the creation of internet hyperlinks from the Affiliate’s website to the Heptalon Sites (hereinafter the "Links").

b) Heptalon may change all or any part of this Agreement at any time (even without prior notice to the contracting party). If applicable, notice will be given by message to the contracting party’s email address and will be deemed to be served immediately when sent by Heptalon. If the Affiliate does not agree to the changes the Affiliate should terminate this Agreement in accordance with its terms. The Affiliate’s continued participation in Heptalon’s affiliate program after Heptalon have posted the changes will constitute binding acceptance of such changes.

1. Definition and interpretation
"Affiliate" means any natural and legal persons who, after having entered into Heptalons Terms and Conditions, makes space on their homepage, website, other media platform or e-mail, etc. ("Affiliate Site" or "Advertising Space") available to Heptalon for the marketing of the Business and/or Services and acquisition of New Depositors.

“Sub-Affiliate” means any natural and legal person who, after having entered into collaboration with the Affiliate, makes space on his homepage, website, email or other media platform available to Heptalon for the marketing of the Business and/or Services and the acquisition of New Depositors."

"Bonuses" means any so-called "free money", "free bets", "free-games", "money-back", “VIP gifts”, "top-ups" and/or similar; and/or vouchers, rebates, discounts and/or similar that the New Depositor can utilise as payment for stakes (bets).

"Brand" means the name, concept or identity under which the Services or Business is generally, and from time to time, recognized in the public domain worldwide. The Brands (OPoker, 1Casino and Sofingo) are and remains the sole property of Heptalon.

"Business" means the Heptalon’s business consisting of Gaming Activities and New Activities.

"Confidential Information" means any information of a commercial value, essential for any of the Parties, such as, but not limited to: technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, information concerning research, databases, New Depositor lists, prospect and New Depositor data, supplier lists, marketing plans, product development, manner of operation or financial condition or prospects.

“Commission: means the compensation due to the Affiliate based on the agreed percentage of Net Profit generated by the New Depositor at Heptalon brands.”

"Database" means the database regarding Affiliates and New Depositors, containing any Heptalon proprietary New Depositor data with relevance to the Agreement, including without limitation personal data and contact information, and excluding all other Heptalon databases, as it stands as of the date of this Agreement, and as it stands until the date of this Agreement being terminated. The Databases are assets of a financial value belonging to Heptalon and represent a substantial investment made by Heptalon.

"Intellectual Property Rights" means any rights in computer software (including source codes), rights in databases, rights in know-how, design rights, topography rights, copyrights, trademarks, domain names, utility models, brands, business names, registrations of and applications to register any of the aforesaid items and/or rights in the nature of any of the aforesaid items.

"Payment Agent" means the person appointed by Heptalon to carry out on its behalf and name payments to the Affiliates;

"Personal data" means any information relating to any person, whether individual or legal that is or may be identified from time to time (directly or indirectly). It includes without limitation any and all information in relation to New Depositors and/or Affiliates.

"New Activities" means any services or products related to the Business which are not offered through Heptalon websites as of the date of this Agreement and which will be offered through Heptalon Websites following the date hereof.

"New Depositor" means a new customer having made, in compliance with the from time to time existing Heptalon terms and conditions (‘the Rules’), a first minimum deposit with Heptalon, or the equivalent amount in any other by Heptalon accepted currency, or more, and which deposit is utilized for bona fide transactions with an ultimate aim to establish and enter a normal commercial relationship with Heptalon within the framework of the Business.

"Net Profit" means the total sum of the following three (4) components:

(i) on casino activities, the gross result (wagers less winnings) less (i) licensing fees, (ii) bonuses, (iii) charge-backs, (iv) bad debts and (v) fraud

(ii) on poker activity, the gross rake less (i) licensing fees, (ii) poker chips bonus, (iii) charge-backs, (iv) bad debts and (v) fraud, (vi) rake back, (vii) cash back.

(iii) On New Activities, the gross monies received by us in respect, less prize monies (winning) paid out in connection with New Activities

(iv) Less arms length commission, license fees and/or similar paid out to Third Parties due to profit sharing arrangement, including but not only fees for the Technical platform, affiliates prizes and other similar cost.
For the avoidance of doubt, any amounts referred to hereinabove in this definition are amounts attributable to a New Depositor only and are allocated pro rata subject to their participation in the revenue/costs generating events and the Affiliate concerned.

"Services" means the concept under which the Business is generally provided and, from time to time, made available in the public domain, in the format of language and localized customized homepages combined with call centre staff having the relevant language skills.

"Technical Platform" means a technical tool, back office modules, functionalities and data, as for instance TB3M, to record, register and monitor the relevant Affiliate activities, Business and other activities between Heptalon and New Depositors, which materialize via the advertising space of the Affiliate concerned, ultimately allowing the management of Affiliates ‘s New Depositor accounts opened at Heptalon.

2. General scope and object.
a) Heptalon requires third party advertising space to promote its Brands and increase its Business, notably via increasing the number of New Depositors, and will, from time to time in cooperation with third parties, negotiate, sign and carry out its affiliate marketing strategy. In the event Heptalon uses a third party for the (partial) roll-out of its affiliate marketing strategy, including contract negotiation, day-to-day management of the Technical platform, payment processing, marketing or other activities, this irrespective of the legal capacity of the intermediary, whether as agent, subcontractor or other, Heptalon Trading Ltd is and remains exclusively responsible for the proper execution of the Agreement.

b) Heptalon expressly states that the promoting or soliciting of bets is subject to legal restrictions in some countries and may even be prohibited in some cases. These restrictions may vary from time to time. Thus, the Affiliate acknowledges that - should the promoting or soliciting participation in prize games be prohibited under the rules and regulations of its country of domicile or be permissible only under certain preconditions not met - it may not enter into this agreement and shall, consequently, also not be entitled to post the link on its website. Should any disadvantages whatsoever arise for Heptalon or the Affiliate due to disregard of the relevant prohibitions in the country of domicile of the Affiliate, the Affiliate shall be exclusively liable for such disadvantages.

c) The Affiliate further confirms that it operates the Affiliate Site under its own name and that it is fully and without restrictions authorised to dispose thereof.

d) Unless otherwise agreed in writing by the Parties, each Party shall remain exclusively responsible for all and any expenses (including investment and/or running costs) incurred in respect of the obligations it undertakes in terms of this Agreement and will have no right of recourse against the other Party in respect thereof.

3. The Affiliate’s integration in the Heptalon’s Affiliate Network
a) Upon conclusion of the Agreement, a unique partner identification code is assigned to the Affiliate, and Affiliate is integrated in the Technical Platform. By means of the link code assigned within the scope of the Heptalon Affiliate strategy, New Depositors acquired via the link on the Affiliate's website and the bets placed during such sessions are registered and/or can be further tracked.

b) The preparation of additional advertising material relating to Heptalon brands is only permissible with Heptalon’s consent. Advertising material (of any kind whatsoever) may thus only be used after prior written approval by Heptalon.

c) A change of the URL address of the Affiliate Site shall not constitute a change to the agreement and shall not affect its rights and obligations arising from this agreement.

4. The Links
a) Throughout the Term, the Affiliate shall prominently incorporate and continually display the most up to date Links provided to the Affiliate by Heptalon on all pages of the Affiliate Site in a manner and location agreed between the Affiliate and Heptalon and the Affiliate shall not alter the form, location or operation of the Links without Heptalon's prior consent.

b) The Affiliate agrees to give Heptalon the Affiliate’s reasonable assistance in respect of the display, access to, transmission and maintenance of the Links.

c) The Affiliate shall ensure that the Affiliate does not place any Links on pages of the Affiliate Site aimed at persons under the age of 18 years.

d) In the event that the Affiliate wishes to place the Links on websites other than the Affiliate Site, the Affiliate must first obtain Heptalon's written consent.

e) Heptalon has the right to monitor the Affiliate Site to ensure the Affiliate are complying with the terms of this Agreement and the Affiliate shall provide Heptalon with all data and information (including passwords) to enable Heptalon to perform such monitoring at no charge.

f) The Affiliate may not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to any of Heptalon's brands or otherwise include the words "OPoker" and “1casino” or variations thereof, or include metatags on the Affiliate Site which are identical or similar to any of Heptalon's brands.

g) Neither the Affiliate nor the Affiliate’s friends or relatives are eligible to become New Depositors (as defined below) and the Affiliate shall not be entitled to any share of Net Profit or any Fees (or any other remuneration from Heptalon) in relation to such relatives or friends. Relatives in this context shall include (without limitation) the Affiliate’s spouse, partner, parent, child or sibling.

h) The Affiliate shall indemnify on demand and hold harmless Heptalon from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Heptalon in consequence of any breach by the Affiliate of this Agreement.

i) The Affiliate shall not:

i. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or other benefit) for using the Links on the Affiliate Site to access the Heptalon Sites (e.g. by implementing any "rewards" program for persons or entities who use the Links on the Affiliate Site to access the Heptalon Site);

ii. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Heptalon by any person or entity;
iii. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Heptalon Sites;

iv. engage in transactions of any kind on the Heptalon Sites on behalf of any third party, or authorise, assist, or encourage any other person or entity to do so;

v. take any action that could reasonably cause any end user confusion as to Heptalon’s relationship with the Affiliate, or as to the site on which any functions or transactions are occurring;
vi. other than providing the Links on the Affiliate Site in accordance with this Agreement and any promotion contemplated by Clause 4 (j), post or serve any advertisements or promotional content promoting the Heptalon Site;

vii. post or serve any advertisements or promotional content promoting the Heptalon Site or otherwise around or in conjunction with the display of the Heptalon Site (e.g., through any "framing" technique or technology or pop-up windows or pop-under windows), or assist, authorise or encourage any third party to take any such action;

viii. attempt to artificially increase monies payable to the Affiliate by Heptalon;

ix. cause the Heptalon Sites (or any page thereof) to open in a visitor's browser other than as a result of the visitor clicking on a Link on the Affiliate Site; or
x. attempt to intercept or redirect (including, without limitation, via user-installed software) traffic from or on any website that participates in Heptalon's affiliate program.

xi. use any form of spam (including search engine spamming or spamdexing) or unsolicited mail in its attempts to refer New Depositors to the Heptalon Site.

xii. Be under eighteen (18) years of age; and he/she is obliged to provide Heptalon upon simple request at any time a copy of his/her ID and billing address if needed. Heptalon reserves the right at any time to request that the Affiliate or player produce documents to verify his/her identity and/or other facts. Refusal to do so may be considered, at Heptalon’s sole discretion, as fraudulent activity that will be subject to all the consequences listed above.

xiii. Heptalon determines, in its sole discretion, which the Affiliate has engaged in any of the foregoing activities or doubtful patterns, and the list above is not limitative. As a result Heptalon may without limiting any other rights or remedies available to it, (a) withhold any monies otherwise payable to the Affiliate, in particular adjust the commission earned on the offending player in the affiliate account to 0%, sever the relationship between the affiliate and the player account and/or (b) close the player and/or affiliate account and/or immediately terminate this Agreement.

j) If the Affiliate contacts any of the Affiliate’s users to promote the Heptalon Sites or the Links, the Affiliate shall make clear in the body of any such communication that such communication is made without the knowledge or involvement of Heptalon and that any complaint that the relevant user may wish to make should be addressed to the Affiliate and not Heptalon.

k) The Affiliate shall at all times comply with the Data Protection Act (Chapter 440 of the Laws of Malta) and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other related or similar legislation.

l) In any event, the Affiliate shall inform users of the Affiliate Site ("Users"), via a privacy policy or other appropriate means, that tracking technology will be installed on the User’s hard drive when a User clicks on the Links. The Affiliate shall provide Users with the opportunity to reject the installation of such tracking technology in accordance with Regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003.

5. Heptalon's Obligations and rights
a) Heptalon shall supply the Affiliate with the Links for inclusion on the Affiliate Site and may update such Links from time to time.

b) Subject to the Affiliate complying with Heptalon's instructions with regard to tracking of New Depositors accessing the Heptalon Site via the Links on the Affiliate Site, Heptalon shall use its reasonable endeavours to ensure that whenever a New Depositor links to the Heptalon Site through the Links on the Affiliate Site and they subsequently place a bet with Heptalon, the relevant New Depositor is identified as originating from the Affiliate Site. However, Heptalon shall not be liable to the Affiliate in any way if Heptalon is unable to identify a New Depositor as originating from the Affiliate Site.

c) Heptalon shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including without limitation its payment obligations pursuant to clause 6) through any company within the group of companies containing Heptalon.

d) Heptalon shall have the discretional right to accept or decline any offer to execute the
Heptalon General Affiliate Marketing Agreement. In the event Heptalon declines an offer,
it shall not be obliged to indicate a reason, nor shall any compensation, remuneration
or other indemnity be due.

e) Heptalon shall develop and make available to the Affiliates advertising material for
the advertising space of the Affiliate (Heptalon Contents).

f) Heptalon shall have the discretional right to select an adequate Technical platform,
including without limitation TB3M and/or similar technologies.

6. Commission, Payment and Payment Terms
a) The Affiliate in the Heptalon Affiliate Network shall be entitled to receive, on a monthly basis a revenue based on a percentage (to be agreed upon between the parties) of the Net Profit ("Commission").

b) Affiliate shall be entitled to receive the Commission for each New Depositor for a lifetime value from the date of the first deposit made by the New Depositors, except in the event of a termination of the Agreement. In the event of the termination of the Agreement, the payment of the Commission shall end after a period of 6 months following the date of the effective termination of the Agreement.

c) To receive revenue based on a percentage of the Net profit of his Sub-Affiliate, the Affiliate shall register the sub-affiliate through the Heptalon Affiliate Network. The Affiliate is individually responsible for registering his Sub-Affiliate and cannot claim revenue from a Sub-Affiliate not registered through the Heptalon Affiliate Network. The Terms and Conditions shall apply to the Sub-Affiliate. The Affiliate undertakes the responsibility to not use a fictitious name or alias when registering a Sub-Affiliate and is not allowed to register himself as a Sub-Affiliate. The Affiliate is entitled to receive 10% of his Sub-Affiliate’s commission.

d) Heptalon shall provide the Affiliate with statements accessible through the Technical Platform at www.tb3m.com the number of New Depositors and the Affiliate’s share of Net Profit, if any, which have accrued to the Affiliate over the course of the calendar month. Such statements shall in principle be updated daily. At the end of a calendar month, Heptalon shall record the Affiliate’s total share of Net Profits, if any, during the previous calendar month ("Commission"). If a Revenue Share does not exceed 100 EUR or similar, Heptalon shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the Revenue Share (including such carried forward sum) exceeds 100 EUR or similar.

e) It is understood and agreed that Affiliate has at any time secured real time access to the Technical Platform, always provided that Heptalon does not object such access for duly motivated reasons, such as network and IT maintenance and/or security threats. Affiliate understands and accepts that the real time data of the Technical Platform are merely estimations and/or have an indicative value. After the end of each calendar month, shall Heptalon provide Affiliate with a consolidated monthly statement containing the aggregated and accurate data concerning the generated Net Profits and the commissions of each Affiliate.

f) Affiliate understands and accepts that access to the Heptalon Technical Platform, including without limitation the TB3M back-office module, is subject to the highest confidentiality obligation and any misuse, whether intentionally or not, of said limited access right shall be considered as a substantial breach of essential obligations under the present Agreement (obligation of result).

g) All payments to Affiliate shall be made by a Payment Agent appointed by Heptalon. Both Parties agree and acknowledge that Heptalon may change from time to time, and at its sole discretion, the payment method and/or Payment Agent, always provided Heptalon Trading Ltd is and remains exclusively responsible for payment of any amounts due.

h) All payments required to be made under this Agreement shall be made in Euros. The applicable exchange rate, if any, shall be the ones from time to time used by Heptalon for internal Group reconciliation purposes, as for currently reported by OANDA (http://www.oanda.com) a registered Futures Commission Merchant (FCM) with the Commodity Futures Trading Commission (CFTC) and a member of the National Futures Association (NFA ID #0325821). For the avoidance of doubt, all payments shall be made inclusive of VAT, if applicable and the Affiliate is individually responsible for withholding tax, VAT and social fees.

i) Invoices and payment are processed automatically through the TB3M technical platform. Payments shall be made approximately between the 15th and the 20th the following month of each calendar month.

j) In the calculation of Net Profit, when a New Depositor account results in a negative balance for the Affiliate, due to New Depositor winnings and/or bonuses, the said balance will be set to zero at the beginning of each month. No negative carry over will be taken into account from one month to another in the calculation of the Commission due to the Affiliate.

7. Intellectual Property
a) Nothing in this Agreement shall constitute any license, assignment, transfer or any other right to any Intellectual Property Rights, including, without limitation, patents, trademarks, service marks, registered designs, copyrights, database rights, rights in designs, inventions and Confidential Information, etc. which arise in result of entering into or the performance of this Agreement.

b) All Intellectual Property Rights created and/or deriving out of this Agreement, including, without limitation, banners, advertising material, contents, the Database, including contents and personal data, shall be or become the sole property of Heptalon, and Affiliate shall have absolutely no rights therein.

c) Heptalon grants the Affiliate a non-exclusive and worldwide right to display the OPoker & 1Casino Brand features and related content (the "Heptalon Content") during the Term solely for the purposes of the display of the Links by the Affiliate on the Affiliate Site as set out in this Agreement and in accordance with Heptalon' guidelines as may be provided to the Affiliate from time to time. All intellectual property rights and any goodwill arising in the Links and in all gambling products, associated systems and software relating to the services provided by Heptalon to its New Depositors from time to time shall remain the property of Heptalon. The Affiliate is not permitted to use the Heptalon Content in any way that is detrimental to Heptalon or the reputation or goodwill of Heptalon. The Affiliate is not permitted to alter or modify in any way the Heptalon Content without the express prior written consent of Heptalon.

d) In particular, unless prior written approval, the Affiliate may not purchase or register domains names which are identical or similar to any of Heptalon's brand names or otherwise include the word "OPoker", “1Casino” or variations which are identical or confusingly similar to any of Heptalon's brand names.

e) The Parties agree that the right mentioned in Clause 7 (c) is non-transferable and terminable at any time at the instance of Heptalon.

f) The Affiliate agrees that the Affiliate Site shall not resemble in any way the appearance and/or the general impression of the Heptalon Sites, nor will the Affiliate create the impression that the Affiliate Site is any of Heptalon’s Sites (or any part thereof).

g) Upon termination of this Agreement, each Party shall hand over to the other Party proprietary material or information, and, as the case may be, destroy in a secure manner remaining copies of the same. Notwithstanding any disposition to the contrary in this Agreement, Affiliate acknowledges that after termination of the Agreement, it will not be allowed to keep a copy of the Heptalon Content, the Databases, personal data or Confidential Information, and may not exploit, directly or indirectly, Heptalon proprietary information, materials or works.

8. Warranties
a) Each party to this Agreement represents and warrants to the other that it has, and will retain throughout the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.

b) Each party to this Agreement represents, warrants and undertakes to the other that it has obtained and will maintain in force all necessary registrations, authorisations, consents and licences to enable it to fulfil its obligations under this Agreement and that it fully complies with, and shall continue fully to comply with, the preconditions set out in Clause 3 and all applicable laws and regulations.

c) The Affiliate represents, warrants and undertakes that the Affiliate Site shall contain no material which is defamatory, pornographic, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive or otherwise controversial or in breach of any third party rights and shall not link to any such material.

d) The Affiliate warrants that it shall at all times comply with the provisions of the Data Protection Act (Chapter 440 of the Laws of Malta), the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other related legislation and the Affiliate shall indemnify on demand and hold harmless Heptalon from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by Heptalon in consequence of any breach by the Affiliate of this warranty.

e) Avoid the access to children and young persons. Affiliates must not deliberately provide facilities for gambling in such a way as to appeal particularly to children or young people, for example by reflecting or being associated with youth culture.

9. Disclaimer
Heptalon makes no representation that the operation of the Heptalon Sites will be uninterrupted or error-free and Heptalon will not be liable for the consequences of any interruptions or errors.

10. Indemnity
The Affiliate (the "Indemnifying Party") shall indemnify on demand and hold harmless Heptalon and each of its associates, officers, directors, employees, agents, shareholders and partners (the "Indemnified Party") from and against any and all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by the Indemnified Party in consequence of any breach, non performance or non observance by such Indemnifying Party of any of the obligations or warranties on the part of the Indemnifying Party contained in this Agreement.

11. Exclusion of Liability
a) Nothing in this Clause shall limit Heptalon's liability resulting from willful misconduct.

b) Heptalon shall not be liable, in contract, tort (including without limitation negligence) or for breach of statutory duty or in any other way for:

i. any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or

ii. any loss of goodwill or reputation; or

iii. any indirect or consequential losses
in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, or any other matter under this Agreement.

c) The liability of Heptalon shall not, in any event, exceed the sum of the total monies paid by Heptalon to the Affiliate over the 12 months period preceding the date on which such liability accrued.

12. Term and Events of Default
a) This Agreement shall start on the date that Heptalon notifies the Affiliate that its application has been successful in accordance with Clause 4. This Agreement shall continue thereafter unless and until terminated in accordance with Clauses 13 (b), (c) and (e) (hereinafter the "Term).

b) Notwithstanding Clause 12 (a), Heptalon may bring the Term to an end with immediate effect by written notice to the Affiliate if:

i. the Affiliate commits a breach of its material obligations under this Agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice from the other;

ii. the Affiliate becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, liquidator, administrator or manager appointed over the whole or any part of its business or assets or if any application shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.

iii. the Affiliate sells its business, or any part herein, and/or registers any change of beneficial owner.

c) Notwithstanding Clauses 12 (a) and (b) Heptalon may unilaterally terminate this Agreement on delivery of two weeks' prior written notice to the other party, and without giving any reason therefore.

d) Heptalon shall forthwith give notice in writing to the other party of any event within clause 12(b)(ii) which occurs during the Term and which would entitle Heptalon to bring the Term to an end.

e) The parties shall have no further obligations or rights under this Agreement after the end of the Term, without prejudice to any obligations or rights which have accrued to either party at the time when the Agreement ends save that clauses 1, 2, 8, 9, 11, 12, 13(e), and 14, together with those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the end of the Term.

13. General
a) This Agreement constitutes the entire Agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, 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 this Agreement. Nothing in this clause shall operate to limit or exclude any liability for fraud.

b) In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.

c) The Affiliate shall not without the prior written consent of the other party assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-license or deal with this Agreement or any rights under this Agreement, or sub-contract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

d) If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.

e) Any notice given or made under this Agreement to Heptalon shall be by email to (email) and marked for the attention of Affiliates Manager (or as otherwise notified by Heptalon hereunder). Heptalon shall send the Affiliate any notices given or made under this Agreement to the email address supplied on the Affiliate’s application form or such other email address as notified by the Affiliate to Heptalon. Any notice shall be deemed to have been received within two hours of delivery provided that if deemed receipt occurs before 9.00a.m. on a Work Day the notice shall be deemed to have been received at 9.00a.m. on that day, and if deemed receipt occurs after 5.00p.m. on a Work Day, or on any day which is not a Work Day, the notice shall be deemed to have been received at 9.00a.m. on the next Work Day. "Work Day" shall mean any day which is not a Saturday, a Sunday or a bank or public holiday in Malta.

f) Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party or of any member of the group of companies to which the other party belongs which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.

g) Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

h) Neither party shall make any announcement relating to this Agreement or its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority.

i) The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the laws of Malta . Each party irrevocably submits to the Malta Arbitration Centre, Valletta over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability.

14. Severability
Should one of the contractual provisions be or become ineffective, said ineffective provision will be replaced by one which shall come as close as possible to the commercial purpose of the void agreement. All other stipulations of the agreement shall continue in full force and effect.

15. Counterparts
This may be executed in any number of counterparts, each of which when executed and delivered shall be an original, however, all counterparts together shall constitute one and the same instrument.

The Terms & Conditions were last updated on 20.05.2010