Effective as of 07/05/2023
TERMS AND CONDITIONS
It is important that you read and understand the Terms and Conditions ("Agreement") before proceeding with your application to our affiliate program F12partners.club F12.bet. If you disagree with any of the terms of this agreement, you should not proceed with your application as you will not be authorized to participate in the program.
If you have any questions about our affiliate program, please contact us and we will help you.
1. About Us and the Agreement
1.1 This Agreement contains the terms and conditions between F12 Entertainment (hereinafter referred to as "F12" or "we" or "our") and you, in relation to your application for the establishment of an affiliate account (and your affiliation, if your application is accepted) in order to advertise the "F12.bet Sites/Pages" (or certain of our websites, depending on the products you are promoting), creating Internet hyperlinks and other advertising links, such as banners or text links (the "links") from your / Your website / (your "page") or your promotional website. emails (which have been approved by us) to the F12 pages.
1.2 The "F12.bet Pages/Sites" currently consist of https://f12.bet and any versions of those pages, as well as any other pages that we may add from time to time.
1.3 This Agreement supersedes all previous terms and conditions of our affiliate program.
1.4 F12 shall be entitled to assign any of its rights or obligations hereunder (including, without limitation, its payment obligations under paragraph 5) to any affiliated entity in the F12 Group.
1.5 We reserve the right to change any part of this Agreement at any time. If possible, we will send you notice of any material changes to the email address you provided to us before those changes take effect; however, you are responsible for regularly reviewing these terms and conditions and we reserve the right to change this Agreement at any time. Your continued participation in our affiliate program after we announce the changes will constitute binding acceptance of those changes. The most recent change to this agreement will be on the date specified above, so please periodically check this page for updates.
2.1 By completing the application form and checking the box with acceptance, you will be signing up for our F12partners.club Affiliate Program and will be agreeing to the terms of this Agreement. Please be aware that the form you complete is an integral part of this Agreement.
2.2 We decide, based on our own criteria, whether your application will be successful or not. Our final decision is not contestable.
2.3 We will notify you by email if your application was successful and provide instructions for the next steps and what you need to do to integrate the links on your page.
3. Advertising for F12 pages. BET
3.1 Throughout the term of this Agreement, you must:
(a) integrate and display the most up-to-date links provided by F12 in a clear and clearly visible manner on its website, not being able to make any changes to the form, organization or function of the links without the prior written consent of F12;
(b) provide F12 with all data and information, free of charge, to enable us to access and, where necessary, monitor its website in order to ensure that you comply with this Agreement;
(c) properly maintain and contact us if you materially alter the design, layout or add material that you reasonably believe may interfere with our policies;
(d) not to place links to the main page or subpages of its main page that are directed to anyone under the age of 18 or that, directly or indirectly, direct game-related services to such persons;
(e) ensure that all marketing activities are always in compliance with paragraphs 3.1(f) and 5.21 and that they are within the specifications of the F12 Trademark Guidelines;
(f) restrict all marketing activities to the following approved methods: online advertising, including industry expertise, niche websites, personal websites, comparison websites, video blogs and web blogs, PPC campaigns, loyalty and reward pages, RSS feeds, RSS feeds, email marketing campaigns (if you have obtained the necessary approval to submit such marketing news), and social media marketing. To use methods other than those listed above, you must obtain our prior approval. This Agreement contains the unique and exclusive means by which you may advertise, promote and market our Site;
(g) make it clear in all communications to potential customers that the communication is made without F12's knowledge or participation and that any complaints the customer wishes to make are directed to you and not to F12; and
(h) comply with all reasonable instructions from F12 in relation to this Agreement.
3.2 Throughout the term of this Agreement, you are not permitted to:
(a) place the links on websites other than yours, as specified in the registration form, without the prior written consent of F12;
(b) offer individuals special benefits or other incentives (such as payment) for using the links on their website to access the F12 websites;
(c) read, copy, record, redirect or manipulate any electronic form or other material sent to us by third parties or to fill in their content;
(d) modify the links, except as otherwise provided in this Agreement;
(e) participate, on behalf of third parties, in transactions of any kind on the F12 Sites;
(f) authorize, assist or encourage any other person to conduct any type of transaction on the F12 Sites that is not in compliance with this Agreement;
(g) take any action that induces third parties, whether end users or others, into our relationship with you or the website on which the transactions are executed;
(h) post or make available, in addition to providing links on your website pursuant to this Agreement, any advertisement or advertising content from the F12 Sites;
(i) artificially increase, or attempt to increase, the fees payable to you by F12;
(j) attempt to intercept, redirect or manipulate traffic to a website that participates in our affiliate program (including, without limitation, user-installed software);
(k) use the services of partners not affiliated with F12 or sub-affiliates to advertise offers and demand commission for such activities, or build a network of sub-affiliates with offers and participations from F12 media without F12's prior written consent; or
(l) use keywords, adwords, keywords or other methods for use in search engines, portals, sponsored advertising services or other search or reference services that are identical or similar to F12's intellectual property; make offers or otherwise acquire, including, without limitation, copyrights, trademarks (whether registered or otherwise), other distinctive marks, brand names, domain names, graphics and designs used by F12 in connection with the F12 Sites. However, this does not apply to the use of keywords in meta tags on your website that are identical or similar to F12's trademarks or brand names, including the term "F12. BET."
(m) promote any non-regulated operator on the regulated market.
3.3 If we decide in our sole discretion that you have breached any of the provisions of paragraphs 3.1 or 3.2, we may, without prejudice to any other rights or remedies, withhold any payments that would otherwise be due to you under this Agreement and terminate this Agreement.
3.4 Neither you nor your immediate family members or affiliated parties (whether a director, employee, partner, agent, employee or otherwise) may become customers (as defined in paragraph 5.1) and you are not entitled to any share of F12's Net Income or other compensation to such persons. Immediate family members in this context include spouses, partners, parents, children or siblings.
3.5 Only one affiliate account is allowed per person. F12 reserves the right to close any duplicate accounts and cancel any amounts payable on those accounts.
3.6 F12 has the right to examine your records, systems and other materials and information relating to this document and the services below to determine whether you comply with the terms of this Agreement. To this end, you shall grant F12 and its professional advisors, upon reasonable notice during business hours, access to your facilities, systems and information. F12 and its professional advisors have the right to make copies of the records they reasonably need, and you must provide your necessary collaboration free of charge.
3.7 You may not use the Website to do marketing or advertising in restricted areas, or to persons from restricted areas, or in traffic from restricted areas, or to circumvent any restrictions imposed by F12 and/or websites related to restricted areas, to allow, support or encourage. "Restricted Territories" includes the territories listed in the list available on the F12 website; this may be changed by F12 from time to time. YOU SHOULD CONSULT THIS LIST AND REGULARLY CHECK FOR ANY CHANGES. If, in our sole discretion, we decide that you have breached this paragraph, we may, without prejudice to other rights or remedies we may have, withhold any payments that would otherwise be due to you under this Agreement and terminate this Agreement.
4. Duties of F12
4.1 F12 will provide the links in various formats (for example Flash, animated gifs, and others). Links may, at our discretion, contain a specific ad ID, containing reference to your Aff ID, which may be changed by us from time to time. An ad ID can be created during a particular campaign (for example, during a specific main F12 campaign); In this case, a link will be established through the link.
4.2 Subject to your compliance with all the terms and conditions of this Agreement, F12 will use reasonable efforts to ensure that whenever a customer goes through the links to the F12 Sites, they register on the F12 Site. BET and then place a bet on F12. BET, the relevant customer is identified as coming from your side. F12 is not liable to you in any way if F12 is unable to identify a customer as being on your side. In particular, please note that we will not be liable to you for the actions of end users or customers if you do not comply with the requirement to obtain consent prior to tracking or if a customer refuses such consent.
4.3 If you provide personally identifiable information to F12, we will fully comply with all of your obligations under the General Data Protection Regulation (GDPR) and the Data Protection Acts 1988 and 2003, as amended and in force from time to time, as well. as the EU data protection policy for electronic communications (Directive 2002/58/EC, as amended by Directive 2006/24/EC and Directive 2009/136/EC and its subsequent amendments).
5. Payments, money laundering, and your identity
"Net Revenue" means all gross amounts that F12 receives during the term of the Customer Agreement purchased during the same term through Your website, less the following:
(a) amounts paid as profits to customers;
(b) amounts paid in the form of taxes, duties or fees or other deductions or statutory payments to the approval authorities;
(c) fees charged by electronic payment services or credit card organizations;
(d) bad debts;
(e) amounts of fraudulent activity;
(f) reimbursed missions;
(g) provisions for transactions returned under the direction of the cardholder's bank (so-called chargebacks);
(h) the cost of bonuses, 'free bets' or 'free spins' provided to customers as an advertising or marketing campaign;
(i) refunds to customers; and
(j) any third party royalties or jackpot contributions that F12 must pay to customers or our suppliers.
"Third Party Royalties" means any royalties that F12 has to pay to third parties to lawfully use the technology or other products used on the F12 Website. BET from time to time; and
"Customer" means visitors to your website who access Site F12. BET through the links and register with F12. BET (including providing a valid email address and other information that F12 may require) and open an account when such visitors arrive, comply with the terms and conditions of the F12 website. BET and make a first deposit or then place a bet with F12. BET or one of its affiliates on the specific product or service that is subject to our contract with you (for example, if our contract applies to sports betting, only complete sports bets will be counted and there will be no bets on other types of odds, etc.). For the avoidance of doubt, this excludes end users who are, at the time, former F12 customers. BET or another F12 Group company.
The net revenue on which affiliate payments are based is calculated using the following formula:
Net gaming revenue ("NGR") = gross gaming revenue ("GGR") – (taxes + bonus payments + chargebacks)
5.2 F12 will pay you (as specified in paragraph 5.6) the percentage in effect on the customer's registration date (as indicated on the commission page of your F12 affiliate account) of the net revenue generated during the term of the contract in relation to the relevant F12 pages. For the avoidance of doubt, you are not entitled to royalties on any revenue generated by customers after termination of this Agreement. The standard/standard revenue share of F12. BET is 30% of NGR per affiliate account.
5.3 If the commission amount calculated in the month is greater than the NGR brought by the Affiliate account in the same month, F12 retains the right to review the agreement established with the Affiliate and refrain from paying the commission, until the financial balance due is reached.
5.4 Service, Network, Marketing, and Financial Transaction Fees in the amount of 30% of the commission amount will be applied and deducted from the payment to the affiliate. However, F12 reserves the right to change this fee at any time upon prior written notice to Affiliates at least 30 days in advance. Affiliates agree to abide by and respect any changes in service fees communicated by F12. Continued participation in the affiliate program upon receipt of notice of change in service fees will be deemed acceptance of such changes.
5.5 Your F12partners.club Affiliate account must have at least one hundred (100) new active depositing users before it is eligible for commission payment. Referred active customers are users who have opened their accounts through the affiliate code or link and who have made deposits during the period considered to generate the commission.
5.6 If within three (3) consecutive calendar months, the Affiliate has failed to attract 100 (one hundred) new depositing users, F12 shall have the right (but is not obligated) to change the terms of cooperation with the Affiliate, including reducing the amount of the fee to be received by the Affiliate, or suspending the operation of the Affiliate's account in the F12partners.club Affiliate Program. In individual cases, the issue of termination of the current Agreement with the Affiliate may be raised.
5.7 F12 may, from time to time, introduce other target-based fees in relation to some or all of the Sites, in addition to or independently of any commission payment agreement based on the percentage of Net Revenue generated during the term of the Agreement. F12 reserves the right to make changes to your commission page, such as the amount of commissions you are entitled to, and these changes will have an immediate effect on the change on your commission page.
5.8 F12 has the right to reduce or terminate the affiliate's share of Net Revenue and to terminate affiliates whose performance is considered to be below average. We will notify you by email if a reduction or termination occurs.
5.9 F12 will provide billing information that can be accessed via www.f12partners.club/login listing the number of customers and, if applicable, the revenue generated by those customers that you received in the previous calendar month. At the end of a calendar month, F12, if applicable, will quote its share of the total net revenue for the previous calendar month. If your share of Net Revenue does not exceed R$5,000, F12 shall be entitled to withhold that amount and carry it forward until the end of the first month in which your share of Net Revenue (including the amount transferred) exceeds R$5,000; At that time, payment shall be made in accordance with paragraph 5.10. For the avoidance of doubt, you will receive the commission in any month if there is a credit balance in excess of R$5,000.
5.10 Negative transition of the Commission (memoria). The affiliate program F12partners.club has (by default) a negative commission each month. If there is a negative commission amount at the end of the month, the negative amount for that month will be carried over to the next month and the calculation for the new month will start with that negative amount as the starting point for the commission.
Example: April 2022 Commission: - R$1,000. May 2022 Commission: R$3,000. The final commission paid for May 2022 is R$2,000.
5.11 You undertake to send F12, by the last working day of each month, an invoice or invoice for the commission to be received in the previous month. The fiscal document or invoice must contain the following information:
a) Issuing Entity: The name or corporate name of the entity issuing the invoice or invoice.
b) Tax Identification Number or Registration: The tax identification number or registration of the issuing entity, as required by applicable tax law.
c) Address: The full address of the entity issuing the invoice or invoice.
d) Referring Period: The period to which the invoice or invoice refers, corresponding to the previous month to which the commission was received.
e) Billing Currency: The currency in which the invoice or invoice is being issued.
f) Exchange Rate: The exchange rate used to convert the commission amount to the currency in which the invoice or invoice is being issued.
5.11.1 The Exchange Rate for Euros / Reais will be a monthly average extracted from the website of the European Central Bank (ECB). With a spread of 5%, compared to the expenses of buying/selling the foreign currency.
5.11.2 Failure to comply with the obligation to send the invoice or invoice within the established deadline may result in the suspension of the payment of the commission until the receipt of the appropriate fiscal documentation.
5.11.3 F12 will treat all information contained in the invoice or invoice with confidentiality and will use it exclusively for the purposes of complying with legal and fiscal obligations.
5.12 You agree to notify F12 within 14 days of the invoice being issued if the invoice is incorrect.
5.13 Unless otherwise agreed in writing, the share of the corresponding F12 Net Revenue to be paid to you at the end of each calendar month will be paid within 60 days after the end of the relevant calendar month and after the issuance and delivery of the respective invoice and in accordance with point 5.5.
5.14 You shall indemnify us against any and all loss, claim, damage, cost, expense, and any liability which is directly or indirectly incurred as a result of any breach of this paragraph.
5.15 We will use reasonable endeavors to make payments due to you in a timely manner. However, we are not responsible for any delays or delays over which we have no control. For example, changes to your bank or contact details that you have notified may cause a delay of up to 90 days in pending payments. If you feel that your payments are overdue, please contact us immediately and we will try to resolve the issue as soon as possible.
5.16 We make every reasonable effort to make payments to you based on the payment details you have provided. However, in certain circumstances, for reasons beyond our control, we may not be able to make payments to you (for example, if the bank details you provide are incorrect or incomplete). In this case, for a period of up to six (6) months, we will use reasonable efforts to contact you via the contact details you have provided in writing to F12 for alternative payment information. If, after this period, we are still unable to complete payments, we may terminate or suspend your account without notice, forfeiting your right to payment.
5.17 If an error has been made in the calculation of your share of Net Revenue, F12 reserves the right to correct this calculation at any time and recover from you any amounts overpaid by F12 (including, without limitation, the occasional reduction in future payments that will otherwise be paid by us to you).
5.18 It is a principle of F12 to seek to prevent and report to the competent authorities, money laundering and other illegal activities that actively support money laundering or financing terrorist or criminal activities, if this is within their sphere of influence. F12 reserves the right to attempt to verify your identity through the information you provide, by obtaining information from official sources or by any other means the Company reasonably deems necessary.
5.19 You must provide us with any supporting documentation (e.g. one of the following for individuals: copy of a valid passport, copy of a valid driver's license, copy of a utility bill, bank statement or for legal entities: copy of a Company Ownership letter and the identity of the company directors) we request and you are aware that payments may be delayed if supporting documents are not provided.
5.20 You acknowledge, warrant and undertake at all times to:
(a) comply with all laws, rules and regulations that apply to your performance of your obligations under this Agreement;
(c) if applicable, comply with all applicable laws, statutes and codes against bribery and corruption (“Relevant Requirements”);
(d) comply with any applicable directives or directives provided by F12 from time to time ("Relevant Policies");
(e) have and maintain policies and procedures throughout the term of this Agreement to ensure compliance with the Relevant Requirements and Relevant Policies and apply them as appropriate;
(f) immediately notify F12 of any requests or claims for financial or other unjustified benefits of any kind that you may have in connection with the performance of this Agreement; It is
(g) confirm in writing and within a reasonable time, upon F12's request, your compliance with this clause in writing.
5.21 You must provide such evidence of compliance as F12 may reasonably require.
5.22 A breach of paragraph 5.18 will be considered a material breach of this Agreement.
5.23 In accordance with the terms and conditions of the relevant Gaming Authority's licensing and other terms and conditions, F12 is committed to ensuring that third parties comply with the following conditions and therefore you: (a) agree to do so on behalf of F12 behaves as if you are bound by the same terms and rules of conduct as F12, for example by supporting F12 in displaying information or providing links (e.g. a link to the relevant Gaming Authority website) that the competent Gaming Authority may request; (b) comply with all technical standards for online gaming systems that the competent gaming authority may determine; and (c) provide F12 with such information as it may reasonably require in order for F12 to fulfill its information and other obligations under the relevant Gaming Authority; (d) F12 may terminate this Agreement with immediate effect if you have breached F12's reasonable opinion against paragraph 5.20 or acted contrary to the relevant Gaming Authority's licensing and other requirements.
5.24 You are solely responsible for your own marketing and promotional activities and must conduct them responsibly and in compliance with all applicable laws, regulations and promotional codes. In particular, you must: (a) apply appropriate data protection and security measures; and (b) perform its obligations under paragraphs 5.18(b) and 3.7. You must promptly comply with F12's claims with respect to paragraph 5.21. Otherwise, F12 reserves the right to terminate this Agreement with immediate effect.
5.25 For all amounts to be paid by F12 under or in connection with this Agreement, we may, at our discretion, decide which F12 Group entity will make the payments and in what proportion.
5.26 Nothing in this Agreement shall create or be construed as a partnership or relationship between a party and an agent or employer and contracted between you and us. You are responsible to the tax, customs and excise authorities or other relevant authorities for any taxes due on or in connection with any payments we make to you and you must indemnify F12 from any liability you may incur in this regard.
6.1 F12 makes every effort to ensure that no errors occur in calculating amounts payable to you. However, human, system, and/or third-party errors can occasionally result in errors. F12 reserves the right to correct obvious errors and to cancel payments (including the right to a refund if payments are made in error) where they have occurred.
6.2 In the case of gross errors in payments made (for example, if a payment made differs materially from previous or comparable payments/periods and/or if the payment is obviously in error in all circumstances), the amount paid will be balanced at the appropriate amount. If you are credited with incorrect amounts, you are responsible and agree to notify F12 immediately of the error. You agree to cooperate fully in correcting any errors, including paying any overpayments. F12 may offset any payment obligations you may have to us against future payment obligations owed to you under this Agreement.
7. Fraud, responsible gaming, protection of minors and crime prevention
7.1 F12 reserves the right to request criminal or other sanctions imposed against you if we suspect that you have been involved in any fraudulent, unfair or criminal activity and we will disclose this information to the appropriate authorities or relevant third parties, if necessary, in this regard. Fraudulent acts include actions that are conducted in bad faith and/or acts intended to mislead F12 or a member of its group of companies.
7.2 F12 aims to make betting an enjoyable and fun experience while taking our responsibility very seriously. Therefore, we strive to:
(a) ensure that gambling is conducted in a demonstrably fair and open manner in order to protect customers;
(b) ensure that children and other vulnerable people are protected to the fullest extent possible;
(c) prevent gambling from leading to crime or disrupting order.
7.3 You agree not to knowingly or negligently breach the provisions of paragraph 7.2 by acting or neglecting to act or causing conflict on the part of F12.
7.4 F12 reserves the right to immediately suspend or terminate any Affiliate account that we believe is involved in fraud, money laundering and/or other forms of illegal or suspicious activity, to withhold any amounts owed to that account and the information we consider it reasonably necessary to report to the relevant authorities.
8. License to Use the Trademarks
8.1 We hereby grant you a non-exclusive, non-transferable, revocable license, solely for the terms of this Agreement, to use F12's intellectual property, including, without limitation, logos, trademarks, trade names, designs or identifying materials like, owned or owned by F12 or a member of its group of companies or licensed to them (the “Trademarks”), as we do to you through our online media gallery and through electronic newsletters exclusively at connection with presenting links on your page or in connection with email promotions with brands that we launch in advance.
8.2 You may not sublicense, assign or transfer this license without F12's prior written consent. Your right to use the trademarks and other distinctive marks or words is limited to and solely derived from the license to use the links.
8.3 This license will automatically terminate upon termination of this Agreement for any reason.
8.4 You are not entitled to invoke or challenge the invalidity of the Trademarks by any means, or to take any action that might prejudice our rights or our Licensor's rights in the Trademarks or otherwise represent them, weaken the marks, or weaken the associated goodwill (which belongs exclusively to F12).
8.5 You may not register or attempt to register trademarks, brand names, logos or similar identifying material that may cause confusion or otherwise be confused with our trademarks or other intellectual property rights, or attempt to participate in such registrations by a third party.
8.6 You agree not to register or attempt to register domain names similar to the F12 Pages or F12 Intellectual Property Rights (or any intellectual property owned by a member of our group) or register at any time, or attempt to have the same registered by third parties, including (for the avoidance of doubt) any misrepresentation, other variations of domain names or the like. If you violate this paragraph 8.6, we are entitled to prohibit you from using this domain immediately and to transfer this domain to us or to third parties selected by us.
8.7 You agree to make any reasonable cooperation with us to protect the Trademark against third party infringement or other attacks.
9. Additional guarantees
9.1 Each party to this Agreement represents and warrants to the other that it retains all rights, title and rights to enter into this Agreement, grant to the other party the rights and licenses granted under this Agreement and perform its duties under this Agreement and retain them for the duration of this Agreement.
9.2 You are solely responsible for the operation and content of your website and you represent, warrant and agree that your website does not contain material that is defamatory, sexually explicit, unlawful, infringing, threatening, obscene, harassing, racially, ethnically or otherwise offensive, violent, in any way politically controversial, or that violates our rights or the rights of others, and you must not link to such material. We are not responsible for claims by third parties in relation to your website or related products or services, and you must indemnify us fully for any losses that we or any member of our group of companies may suffer in connection with such claims (whether direct or indirect).
9.3 You represent and warrant that you have reached the legal gambling age in accordance with the relevant legislation in your country. Partners under the age of 18 are not allowed to participate in the Affiliate Program.
9.4 You represent and warrant that you will not, directly or indirectly: (a) report F12, your group members or the F12 Sites for acts or omissions, or harm the interests, reputation or goodwill of such parties and sites ; or (b) engage in activities that we believe are reasonably inappropriate or fraudulent.
10.1 F12 pages and links are provided “as is”, without warranties, express or implied, and all warranties, including warranties of merchantability, non-infringement of intellectual property rights, fitness for a particular purpose and completeness or accuracy of its content is hereby deleted to the fullest extent permitted by law. Neither F12 nor its licensors warrant that the provision of material and content or links to or from the F12 Sites and/or links will be uninterrupted, timely, secure or error-free, or that they are free of viruses or bugs.
11. Compensation and liability
11.1 You shall indemnify and hold us harmless for any losses, claims, damages, costs, expenses (including but not limited to consequential damages and loss of profits, reasonable legal costs and legal costs and any applicable VAT) F12, directly or indirectly , may incur as a result of any breach or failure by you to perform your obligations or warranties under this Agreement.
11.2 Nothing in this Agreement constitutes a limitation or exclusion of either party's liability for death or personal injury or for any breach of compensation under this Agreement for which liability is not limited.
11.3 We will not be liable to you, whether in contract, tort or otherwise (including liability for negligence), for any direct or indirect loss of business, revenue or profit, loss of anticipated savings, or destruction of data or for any damages incidental or consequential.
11.4 We are not responsible for any loss or damage you may suffer as a result of force majeure, power failure, commercial or industrial action, acts, errors or omissions of any government or authority, interference or failure of telecommunications services or networks or any other acts, omissions, delays or negligence caused by third parties or beyond our control.
11.5 F12's liability in no event exceeds the sum of all monies paid to you by F12 for a maximum period of 12 months prior to the date on which the liability arose.
11.6 We are not responsible for any claims or disputes between you and the user of your website.
12.1 This Agreement will commence (or, in the case of existing Affiliates) on the date F12 notifies you (or notifies you, in the case of existing Affiliates) that your application has been and continues to be successful for inclusion in the Affiliate Program and will be valid until terminated in accordance with this section 12.
12.2 Either party may terminate this Agreement immediately upon written notice if a coercive, bankruptcy or asset manager is appointed for all or part of the other party's assets or if the other party's Registry of Companies of the country in merged, or an order or resolution for the liquidation of the other party is issued (unless such order or resolution forms part of a voluntary plan for the restructuring or merger of that party as part of a solvent enterprise and the resulting entity, if otherwise, undertakes to be bound by this Agreement), if bankruptcy proceedings are opened against you or if you are subject to similar proceedings anywhere in the world as described in paragraph 12.2.
12.3 F12 may suspend or terminate this Agreement upon notice to you immediately: (a) if you materially breach any provision of this Agreement and you fail to cure that breach (if possible) within the time period set by F12; (b) in accordance with your rights under paragraph 3.3, paragraph 3.7, paragraph 5.20, paragraph 5.21 or paragraph 7.4; or (c) if you breach any of the warranties in this Agreement. F12 reserves the right to withhold any sums owed to you in such circumstances (regardless of whether or not the sums are due for the breach).
12.4 F12 may, in its sole discretion, suspend or terminate this Agreement upon notice in the event that we assume that you are ineligible as a partner for any reason. F12 is under no obligation to disclose the reasons relating to such suspension or termination. If we do not disclose the reasons for such suspension or termination, we may withhold and/or cancel payments that would otherwise be due to you.
12.5 Either party may terminate this Agreement at any time (without cause) upon seven (7) days written notice to the other party.
12.6 The termination of this Agreement will not affect the rights of the Parties, which may arise on or after the date of termination.
12.7 Upon termination of this Agreement for any reason, you must remove from your website all links and other content owned or developed, licensed or created and/or provided by F12 in connection with this Agreement and all rights and licenses granted to you in this Agreement will be terminated with immediate effect.
12.8 We may deduct any debts and liabilities to which F12 may be entitled from payments due and payable to you.
12.9 For the avoidance of doubt, you are not entitled to any revenue share in respect of any revenue generated by Customers after termination of this Agreement.
13.1 This Agreement (including your application form) contains the entire agreement between the parties with respect to this matter and supersedes all prior agreements and understandings between the parties with respect to this matter.
13.2 You may not assign or sublicense your rights and/or obligations under this Agreement without the prior written consent of F12.
13.3 Any delay, failure or omission by either party to enforce any term or provision of this Agreement against the other party will not constitute a waiver of any right of that party under this Agreement, or in any way prevent or limit the rights being construed in that way. manner.
13.4 If any provision of this Agreement is held to be wholly or partially invalid or unenforceable, the disputed provision (or part thereof) will not apply as if it had been deleted from this agreement and the remaining provisions (including the rest of the provision in question) remain valid and enforceable .
13.5 F12 will send you all communications under this Agreement to the email address provided in the registration form or to any other email address that you have provided in writing.
13.6 During the term of this Agreement, you may receive Confidential Information relating to the business, operation or underlying technology of F12 and/or the Affiliate Partner Program. You agree to prevent disclosure of Confidential Information to third parties or its unauthorized use unless you have previously obtained written consent. You may use this Confidential Information only for performance purposes under this Agreement. Your Confidential Information obligations also apply upon termination of this Agreement and you shall indemnify us for any loss arising from unauthorized and/or unlawful disclosure and/or use of any Confidential Information.
13.7 This Agreement and its interpretation shall be governed by the laws of Cyprus and each party shall submit to the exclusive jurisdiction of the courts of Malta for the settlement of disputes hereunder.