AFFILIATES AGREEMENT
STANDARD AFFILIATE AGREEMENT
This Standard Affiliate Agreement ("Agreement") contains the complete terms and
conditions that apply to an individual or entity's participation in the TriviaOnNet.com
skilledpartners.com (the "Website") affiliate program ("Affiliate Program"). As
used in this Agreement, "we", "us", "our" and "TriviaOnNet.com" skilledpartners.com
means the website TriviaOnNet.com skilledpartners.com and its operator, Googess
(Israel) Ltd., and "you", "your" and "Affiliate" mean the individual or entity which
applies for affiliate payment in accordance with the terms and conditions herein.
GENERAL
1. This Agreement shall govern our relationship with you in relation to the Affiliate
Network for the Sites and modifies, replaces and supersedes the previous version
of the Standard Affiliate Agreement.
2. By marketing for and referring new Players to TriviaOnNet.com through a Tracker,
YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.
On your acceptance of this Agreement Online, we will automatically become counter-parties
to this Agreement.
3. IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT,
THEN DO NOT PROMOTE TRIVIAONNET.COM.
4. We may modify any of the terms of this Agreement at any time, in our sole discretion,
by either (i) emailing you a change notice or (ii) by posting the new version of
the Agreement on our Website. Except in the case of modifications relating to fraud
prevention or where there is a mistake in the Agreement, which shall be effective
on the date of posting or the sending of such notice (whichever is the earlier),
all modifications to the Agreement will only take effect 14 days after the date
of posting or sending of any such notice (whichever is the earlier). It is your
responsibility to visit the 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 AFFLIATE NETWORK FOLLOWING SUCH 14 DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE
OF THE MODIFICATION.
5. Not withstanding Section 4 above, from time to time we may contact you with information
regarding specific promotions, news and updates, unless you notify us otherwise,
you will be deemed to have agreed to take part in such promotion and the terms of
such promotion shall be incorporated into the applicable Payment Plan and this Standard
Affiliate Agreement for the duration of such promotion.
6. You acknowledge and agree that regulations 9(1) and 9(2) (Information to be provided
by electronic means) and 11(1) (placing of the order) of the Electronic Commerce
Directive 00/31/EC shall not apply to or have any effect on this Agreement.
DEFINITIONS
7. "Account" means the uniquely assigned account that is created for a Player when
he/she opens an account at the Website.
8. "Affiliate Area" means the area of the Website that is accessible to you (you
may need to access some parts of this area by logging on with the security code
we assigned to you when you signed up as a participant in the Affiliate program
and associated password) and that provides certain 'members only' functionality,
including facilities to check relevant statistics, register Sub-affiliates, update
your profile, create additional Tracker IDs and bonus codes, select banners and/or
text links.
9. "Affiliate Number" means the numeric code you are assigned when you sign up as
a participant in the Affiliate Program.
10. "Affiliate Fee" means the amount due and payable to you, based solely on TriviaOnNet.com's
system's data, in accordance with the payment plan you selected on the Affiliate
Sign Up Form when signing up and/or activating additional Trackers.
11. "Banners" and "Text Links" including promotional text and marketing text means
the graphical artwork or text that includes Tracker IDs and bonus codes that are
made available by us to the Affiliate and that you may use to connect players to
our Services from your website (or other electronic method) or using other Marketing
Materials.
12. "Fraud Traffic" means deposits, revenues or traffic generated on the Services
through illegal means or any other action committed in bad faith to defraud us (as
determined by us in our sole discretion), regardless of whether or not it actually
causes us harm, including deposits generated on stolen credit cards, collusion,
manipulation of the service or system, bonuses or other promotional abuse, creation
of false accounts for the purpose of generating Fees, and unauthorized use of any
third-party accounts, copyrights, trademarks and other third-party Intellectual
Property Rights (that, for the avoidance of doubt, include our Intellectual Property
Rights) and any activity that constitutes Fraud Traffic under this Agreement.
13. "Intellectual Property Rights" means rights to all existing and future patents,
trademarks, design rights, service marks, trade dress, trade or business names (including
domain names), registered designs, copyright (including rights in computer software),
moral rights, database rights, format rights and topography rights (whether or not
any of these is or are registered and including applications for registration),
know-how, trade secrets and rights of confidence and all rights and forms of protection
throughout the world of a similar nature or with similar effect to any of these
for the full unexpired period of any such rights and any extensions and/or renewals
thereof.
14. "Marketing Materials" means Banners and Text Links promotional text and any
other marketing materials that have been provided or otherwise made available to
you by us and/or pre-approved by us.
15. "Monthly Revenue" means Revenue as calculated at the end of each calendar month
for your Affiliate Fee, which is typically paid shortly after the end of each calendar
month.
16. "Player(s)" means any person using any products or services on our Sites whether
attached to your Tracker or not;
17. "Player Account" means the Account(s) opened at TriviaOnNet.com by Real Money
Players via a Tracker assigned to you.
18. "Real Money Player(s)" means any person who is attached to your Tracker (or
if applicable, your Sub-Affiliates Tracker) who: (i) has not been a Player with
us before; (ii) who has made the Minimum Required Deposit; (iv) is accepted as a
player under any applicable sign up or identity verification procedure which we
may require; (iv) has made the minimum required deposit within 60 days of opening
the Account; and (vi) has adequately fulfilled any other qualification criteria
that we may introduce from time to time. Notwithstanding any other provisions contained
elsewhere in this Agreement, we reserve the right to alter the above-mentioned qualifying
criteria at any time by virtue of placing notice on the Site.
19. "Revenue" means all income derived as a result of referred players based on
the commission plan as agreed to between the parties.
20. "Services" means any product or service offered to Players on our Site.
21. "Tracker(s)" means the unique Tracking Codes or Bonus Code(s) that we provide
exclusively to you, through which we track and calculate Affiliate Fees.
22. "Tracking Code" means a unique hyperlink (URL) or an embedded code in a file
to TriviaOnNet.com through which you refer potential Players from your website.
When the Player opens his/her Account, the system automatically logs the Tracking
Code and records you as the Affiliate.
"Website" or "Site" means the TriviaOnNet.com website located at, http://www.TriviaOnNet.com
and its related pages as well as any downloadable applications for playing multi-player
games TERMS & CONDITIONS
23. Identity and Disclosure. You must provide true and complete information to us
at all times; including but not limited to, your identity, contact information,
payment instructions, nationality, residency, location and nature of your marketing
activities, and any other information that we may request from time to time.
24. Marketing Activities and Responsibilities. You shall market to and refer potential
Real Money Players to the Sites. You will be solely liable for the content and manner
of such marketing activities. All such marketing activities must be professional,
proper and lawful under applicable rules, regulations or laws (including any laws
in relation to the content and nature of any advertising or marketing) and otherwise
comply with the terms of this Agreement. You shall not yourself, nor shall you authorize,
assist or encourage any third party to:
24.1. Place Marketing Materials on any online site or other medium where the content
and/or material on such website or medium is potentially libellous, malicious, discriminatory,
obscene, unlawful, sexually explicit, pornographic or violent or that is, in our
sole discretion otherwise unsuitable.
24.2. Develop and/or implement marketing and/or public relations strategies that
have as their direct or indirect objective the targeting of marketing of us to any
persons who are less than 18 years of age (or such higher age as may apply in the
jurisdiction that you are targeting), regardless of the age of majority in the location
where you are marketing.
24.3. Breach the Electronic Marketing Rules.
24.4. Use Marketing Materials in a manner that may potentially confuse a Player
or potential Player.
24.5. Place Marketing Materials on any online site or other medium where the content
and/or material on such online site or medium:
- Infringes any third party's Intellectual Property Rights
- Copies or resembles
the Site in whole or in part
- Disparages us or otherwise damages our goodwill
or reputation in any way.
24.6. Read, intercept, modify, record, redirect, interpret, or fill in the contents
of any electronic form or other materials submitted to us by any other person.
24.7. In any way alter, redirect or in any way interfere with the operation or accessibility
of the Sites or any page thereof.
24.8. Register as a Player on behalf of any third party, or authorize or assist
any other person to register as a Player.
24.9. Offer any so-called rake-back schemes or similar that offer or allow a proportion
of the players rake to be returned to the player in any form. This is includes any
form of incentivised traffic, meaning paying players to play.
24.10. 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 Site or service on which any functions or transactions are occurring.
24.11. Cause the Site to open in a visitor's browser or anywhere else used for accessing
the Services other than as a result of the visitor clicking on Banners or Text Links
contained in or as part of any Marketing Materials;
24.12. 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
Network;
24.13. Violate the terms of use and any applicable policies of any search engines
or the customer feedback facilities of e-tailers; or
24.14. Attempt to communicate to Players whether directly or indirectly on our Site
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, chat boards,
or spamming our tables.
24.15. If we determine, in our sole discretion, that you have engaged in any of
the foregoing activities, we may (without limiting any other rights or remedies
available to us) withhold any Affiliate Fees.
25. Approved Marketing Materials. You will only use the Marketing Materials that
have been provided by us and/or pre-approved by us. You will not modify the Marketing
Materials without our prior written consent. During the term of this Agreement,
we grant you a terminable, non-exclusive, non-transferable right to use the Marketing
Materials for the sole purpose of marketing to and referring potential Players to
the Website. Generally we will provide you, without charge, the guidelines, graphical
artwork and permitted text to use in promotional materials. However, CDs and other
customized promotional materials provided to you will be AT COST and deducted from
Affiliate Fees payable to you. Under no circumstance are you allowed to use the
Marketing Materials and any other promotional materials provided by us in a manner
that may potentially confuse a potential Player. Violation of this provision will
cause you to forfeit all Affiliate Fees accumulated by you.
26. Competitive Marketing. For the avoidance of doubt, it is hereby clarified that
you shall not be entitled to market to potential Players on any Internet site on
which we promote the Website; or in any other manner, which results in you competing
with us in relation to the promotion of the Website. In the event that you are in
breach of the foregoing provisions, we reserve the right to render the Tracking
Code(s) assigned to you inoperative and you will forfeit all Affiliate Fees accumulated
by you.
27. Non-Assignment. Trackers are for your sole use and are not to be assigned or
sub-license to others without our written consent.
28. Sub-Affiliates. You may refer other persons to us so that they may also apply
to join our Affiliate Network. If any such person successfully joins our Affiliate
Network we will pay you in respect of the activities of such Sub-Affiliate in accordance
with the Payment Plan, provided that you register them through the "Register Sub-Affiliate"
function within the Affiliate Area of the Website. You will only receive credit
for sub-affiliates which comply with all applicable terms of this Agreement. Any
person registered as an Affiliate cannot subsequently be reclassified as a Sub-Affiliate.
You shall not:
- Register yourself or any person controlled by you as your own Sub-Affiliate.
-
Use fictitious or alias names for the registration of Sub-Affiliates.
- Offer
any type of enticement of money or otherwise of monetary value or otherwise to potential
Sub-Affiliates unless such enticements are approved in writing by us, including
any so-called “rake-back” schemes where a proportion of the player’s rake is returned
to the player in any form.
- Attempt to introduce any addition or variation to
our terms in relation to any potential Sub-Affiliate.
- Receive payment on behalf
of your Sub-Affiliate(s) and for the avoidance of doubt, the payment and contractual
relationship in regard to the Affiliate Network shall remain between the Sub-Affiliate
and us.
29. Commercial Use Only. This marketing opportunity is for commercial use only.
You shall not register as a Player or make deposits to any Player Account (directly
or indirectly) through your Tracker(s) (or any Sub-affiliate's tracker(s)) for your
own personal use and/or the use of your relatives, friends, employees, agents or
advisors, or otherwise attempt to artificially increase the Affiliate Fees payable
to you or to defraud us. Violation of this provision shall be deemed to be Fraud
Traffic and will grant us the right to immediately terminate this Agreement and
you will forfeit all Affiliate Fees accumulated be you.
30. Player Information. We reserve the right to refuse service to any potential
Player and to close the Player Account of any Player, at any time, in our sole discretion.
All data relating to the Players shall, as between you and us, remain our exclusive
property and you acquire no right to such information except pursuant to our express
written instructions.
31. Trademarks and Domain Names. You acknowledge that www.triviaonnet.com and/or
it's parent company Googess (Israel) Ltd., own all Intellectual Property Rights
comprised in any and all of the Marketing Materials, our Services and the Site.
Any use of any trade mark, domain name or trade name that contains, is confusingly
similar to or is comprised of Our Intellectual Property without our prior written
permission shall be unauthorized and further may constitute Fraud Traffic. By way
of example, but without limitation, YOU MAY NOT REGISTER A DOMAIN NAME THAT INCLUDES
OUR INTELECTUAL PROPERTY OR IS CONFUSINGLY SIMILAR TO OUR INTELECTUAL PROPERTY.
You agree that all use by you of our Intellectual Property including any use of
a domain name that includes our Intellectual Property or confusingly similar to
our Intellectual Property inures to our sole benefit and that you will not obtain
any rights in our Intellectual Property as a result of such use. You shall not register
or attempt to register any trade marks or names that contain, are confusingly similar
to or are comprised of our Intellectual Property. You hereby agree to transfer any
domain names or trade mark application or registrations in respect of our Intellectual
Property or confusingly similar to Our Intellectual Property you may hold or control
to us upon demand. You further agree not to attack or challenge our ownership of
and title to our Intellectual Property in any way.
32. Good Faith Marketing. You will not knowingly or unknowingly benefit from any
known, unknown, suspected or unsuspected Fraud Traffic. For clarity, we reserve
the right to withhold or backout amounts generated by Fraud Traffic from Affiliate
Fees on the Trackers, regardless of whether you participated in or knew about the
Fraud Traffic. In the event that we determine that you have knowingly participated
in, or knowingly benefited from, Fraud Traffic with the intent to defraud us, then
we may terminate this Agreement effective immediately and you will forfeit all Affiliate
Fees accumulated by you.
REPORTS & PAYMENTS
33. Reports. We will track and report Player activity for purposes of calculating
your Affiliate Fees. The form, content and frequency of the reports may vary from
time to time at our sole discretion. At a minimum, you will receive a monthly report
with your payment indicating the total amount of Monthly Revenue collected from
Players for the specific month per Tracker. As we deem appropriate, and at our sole
discretion, we may distribute reports more frequently than monthly.
34. Affiliate Fees. Depending on which payment plan you signed up, you will be paid
in accordance with the amounts and/or percentages on the Affiliate Sign Up Form
(as confirmed to you by E-mail). Notwithstanding the foregoing, we may elect to
not accept your preferred payment plan and we shall notify you of such decision
within seven (7) days of your application to join the Affiliate Program.
35. Time and Minimum Amount of Payment. Affiliate Fees will be paid and sent out
to you within fifteen (15) days of the close of each calendar month, except that,
if the total amount due is less than USD$50, the balance will be carried over and
added to the next month's Affiliate Fees until the total amount is more than USD$50.
In the event, the balance amount carried over does not total USD$50 within a consecutive
three (3) month period, then the amount due will be voided and cancelled, and we
may terminate this Agreement.
36. Holdover for Fraud Traffic. In the event of any activity deemed suspicious by
us, in your Account or in multiple Accounts, then we may delay payment of the Affiliate
Fees to you for up to one hundred and eighty (180) days to verify the relevant transactions
and in the event that we determine the activity to constitute Fraud Traffic, we
shall be entitled to recalculate or withhold your Affiliate Fees accordingly and
in our sole discretion.
37. Method of Payment. All payments will be due and payable in United States Dollars
only. Payment will be credited to your Affiliate Account. At our sole discretion,
and as we deem appropriate, we may accommodate other methods of payment. Any charges
incurred for other methods of payment will be covered by you and deducted from your
Affiliate Fee.
38. Player Tracking. You understand and agree that potential Players must link through
a Tracking Code or enter a Bonus Code when they sign up in order for you to receive
Affiliate Fees in relation to such potential Players. In no event are we liable
for your failure to use the right Trackers, for potential Players' failure to properly
enter Bonus Codes, or for system malfunctions that cause Trackers, Bonus Codes or
hyperlinks to be deleted, corrupted or unusable.
39. Disputes. Deposit of payment, acceptance of payment transfer or acceptance of
other payment by you will be deemed full and final settlement of Affiliate Fees
due for the month indicated. Hence, if you disagree with the reports or amount payable,
do NOT accept payment for such amount and immediately send us written notice of
your dispute. Dispute notices must be in writing received within thirty (30) days
of the end of each month for which payment is made, or your right to dispute such
report or payment will be deemed waived and you shall have no claims in such regard.
40. Player Verification. Affiliate Fees in relation to new Players will be dispatched
only following our verification and investigations concerning all new Players.
41. Negative Revenue: In the event that the Revenue quotient is a negative amount
during any given period(s), such negative amount shall be carried forward and deducted
from the Revenue amount of the relevant subsequent period of time. In the event
that the Revenue quotient is a negative amount for three (3) consecutive calendar
months, we shall be entitled to terminate this Agreement.
42. Sub-Affiliate Fees. Subjected to section 29, you will receive, in accordance
with the Payment Plan, your commission on the Affiliate Fees due and payable to
your Sub-Affiliate(s) for Real Money Players they refer to our Sites.
43. Money Laundering. You shall comply with all applicable laws and any policy notified
by us through our Site or otherwise in relation to money laundering and/or the proceeds
of crime.
TERM AND TERMINATION
44. Term and Termination. This Agreement will take effect when you indicate your
acceptance of these terms and conditions on the Affiliate Sign-up Form and continue
until terminated in accordance with the terms of this Agreement. Notwithstanding
the foregoing, and during a period of seven (7) days following your receipt from
us of your Trackers, we reserve the right to refuse your application to join the
Affiliate Network.
45. Termination By You. You may terminate this Agreement, with or without cause,
immediately upon written notice to us that you may send by email marked Termination
to support@skilledpartners.com. For the avoidance of doubt, termination of the Agreement
will end your participation in the Affiliate Network as a whole.
46. Termination By Us. We may terminate this Agreement, without cause at any time,
upon written notice to you that we may send by email to such email address you have
provided to us or by fax to such fax number you may have provided to us. For the
avoidance of doubt, on termination of this Agreement you will no longer receive
any Affiliate Fees.
47. Suspension By Us. In any circumstance where we are entitled to terminate this
Agreement, we may at our sole discretion and without prejudice to our further rights
and remedies, suspend the Agreement. During the period of any suspension, we may
withhold the payment of any Affiliate Fees. Payment of any withheld Affiliate Fees
will be made to you on the lifting of the suspension.
48. Automatic Termination By Us If Your Account Is Inactive. If your Affiliate Account
is inactive, your Agreement and participation in the Affiliate Network will automatically
terminate. In this section, "Inactive" means where (i) you have not generated sufficient
Affiliate Fees to trigger a payment into your Affiliate Account or you have not
cashed out any funds (through a withdrawal or a transfer to a Player's Account)
for one hundred and eighty (180) days or more; or (ii) you have failed to respond
to any verification mails sent to you within a reasonable time. Where automatic
termination occurs, any funds remaining within your Affiliate Account will revert
to us.
49. Effect of Termination. The following will apply where we terminate:
- You shall stop promoting the Site and all rights and licenses given to you under
this Agreement will terminate immediately.
- You shall return all confidential
information and cease use of any of our Intellectual Property and the Marketing
Materials.
- We may leave open, redirect or deactivate any Trackers in our sole
discretion without any obligation to pay you for Players who subsequently become
Real Money Players.
- Provided that we have paid or do pay to you such sums as
are due at the date of termination and that shall be subject to any rights we have
to make deductions hereunder, we will have no further liability to pay you any further
sums.
LIABILITIES
50. No Warranties. WE DO NOT WARRANT THAT OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE
(OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED. WE
MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY, MERCHANTABILITY,
FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF OUR SYSTEM, NETWORK, SOFTWARE OR
HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES). WE (OR OUR PROVIDERS OR UNDERLYING
VENDORS) ARE NOT REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, AND SOFTWARE
OR HARDWARE.
51. Billing and Collection Limitations. We may in our sole discretion, with or without
notice, use any available means to block or restrict certain Players, sign ups,
deposits or play patterns so as to reduce the number of fraudulent, unprofitable
transactions or for any reason whatsoever, including but not limited to daily or
monthly purchase limits, address verification or negative and positive credit card
databases. We do not guarantee or warrant the success of such fraud prevention efforts.
52. Liability Limitations. Our obligations under this Agreement do not constitute
personal obligations of the directors, officers, employees or shareholders of TriviaOnNet.com.
Any liability arising under this Agreement will be satisfied solely from the revenues
generated hereunder. Our liability is limited to direct damages, and in no event
will we be liable for any indirect, special, incidental, consequential or punitive
loss, injury or damage of any kind (regardless of whether we have been advised of
the possibility of such loss).
53. Indemnification. You will defend, indemnify and hold us and our officers, directors,
employees and representative harmless from and against any and all liabilities,
losses, damages and costs, resulting from or arising from, your breach of this Agreement.
INDEPENDENT INVESTIGATION
54. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT
AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF MARKETING THE WEBSITE AND ARE NOT RELYING ON ANY REPRESENTATION,
GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
55. Independent Research. YOU HAVE INDEPENDENTLY EVALUATED THE LAWS IN YOUR LOCALE
WHICH APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR AFFILIATE
NETWORK WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.
MISCELLANEOUS
56. Notices. All notices pertaining to this Agreement will be given by email as
follows: to us at support@skilledpartners.com and, to you at address provided on
the Affiliate Sign up Form (or as subsequently updated by you to us in the event
of change).
57. Relationship of Parties. There is no relationship of exclusivity, partnership,
joint venture, employment, agency or franchise between you or us under this Agreement.
Neither party has the authority to bind the other nor to incur any obligation on
the other's behalf, except as expressly provided herein. Nothing in this Agreement
will be construed to provide any rights, remedies or benefits to any person or entity
not a party to this Agreement.
58. Non-Exclusive. You understands that we may at any time (directly or indirectly),
enter into marketing terms with other Affiliates on the same or different terms
as those provided to you herein and that such Affiliates may be similar, and even
competitive, to you. You understand that we may re-direct traffic and users from
our site to any other website that we deem appropriate in our sole discretion, without
any additional compensation to you.
59. Confidentiality and Non Disclosure. As a marketer of the Website you will receive
confidential information from us as to our marketing plans, marketing concepts,
structure and payments. This information is confidential to us and constitutes our
proprietary trade secrets. Therefore, you will not disclose this information to
third parties without our express written consent.
60. Press. You may not issue any press release with respect to this Agreement or
your participation in this Affiliate Program without our prior written consent.
61. Assignment. This Agreement and the rights and obligations hereunder may not
be assigned by you without our express written consent.
62. Governing Law. The validity of this Agreement, its construction, interpretation,
and enforcement, and the rights of the parties hereto will be determined under,
governed by, and construed in accordance with the laws of Israel [TBD].
63. Force Majeure. The parties' obligations under this Agreement are subject to
and neither party will be liable for, failure to perform, damage, or malfunction
of any equipment, or any consequences thereof occasioned by or due to fire, flood,
water, the elements, labor disputes, power failures, explosions, governmental actions,
unavailability of transportation, acts or omission of third-parties, or any other
causes beyond the party's reasonable control.
64. Severability/Waiver. 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
provision hereof. No waiver will be implied from conduct or failure to enforce any
rights and must be in writing to be effective.
65. Modification. We may modify any of the terms of this Agreement at any time,
in our sole discretion, by either (i) E-mailing you a change notice or (ii) by posting
the new version of the Agreement on our Website. It is your responsibility to visit
the 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. YOU'RE CONTINUED PARTICIPATION IN
THE AFFLIATE NETWORK FOLLOWING POSTING OR NOTICE OF CHANGE WILL BE DEEMED BINDING
ACCEPTANCE OF THE MODIFICATION.
66. Entire Agreement. This Agreement embodies the complete agreement and understanding
of the parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings or agreements between the parties, written or
oral, which may be related to the subject matter hereof. The headings in this Agreement
are for convenience only and will have no effect on the construction of this Agreement.
IN WITNESS WHERE OF, you expressly agree to the terms and conditions of this Agreement
by submitting the Affiliate Sign Up Form. Googess (Israel) Ltd.www.triviaonnet.com