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Terms and Conditions

  • BrazPartners Affiliate Terms and Conditions (the “Agreement”) is a legal agreement between BrazPartners and Affiliate. By registering in the Affiliate Program Affiliate confirms that Affiliate has read, acknowledges and agrees to all the terms and conditions of this Agreement. If a person is entering into this Agreement on behalf of a business entity, by doing so, he/she represents that he/she has the legal capacity and authority to bind such business entity to this Agreement. By accepting this Agreement, Affiliate agrees that BrazPartners’s Privacy Policy , as it exists at any relevant time, shall be applicable to Affiliate. This Agreement starts upon BrazPartners approves Affiliate’s application for the participation in the Affiliate Program and confirms Affiliate’s Account by sending a confirmation email to Affiliate or confirmation in any other apparent manner:
  • Definitions

    “Agreement”

    means these BrazPartners Affiliate Terms and Conditions.

    “Affiliate”

    means an individual or a business entity, approved by BrazPartners as a participant of the BrazPartners Affiliate

    Program, and whose name and address are specified in the Account with BrazPartners.

    “Affiliate Program”

    means BrazPartners’s proprietary web-based Affiliate platform, accessible at https://brazpartners.com or at any other

    website or mobile application provided by BrazPartners.

    "Affiliate Links"

    means hyperlinks from the Affiliate Website(s) and/or other resources to the Advetiser’s Websites

    “Advertiser”

    means BrazPartners and (or) its Brands (e.g. Brazino777).

    “BrazPartners”

    means a VictoryWillbeours N.V. LLC, Heelsumstraat 51 E-Commerce Park, Curaçao

    “CPA”

    means cost per acquisition of New Player.

    “Fraud”

    means, by way of example, (i) actions that result in duplicate New Players, (ii) encouragement of bonus abuse on the

    part of a New Player, (iii) actions that involve or lead to, or use of fraudulent information, expired authorizations, non-sufficient funds, bank processing errors, duplicate billing, identity theft or card fraud, (iv) chargeback or refund executed by a New Player in relation to their initial deposit, (v) collusion on the part of a New Player with any third party on the Advertiser’s website or other destination, (vi) opening of an account with Advertiser in breach of the terms of this Agreement, (vii) offering or providing by Affiliate or any third party of any incentives, including without limitation when a New Player is promised or offered any form of compensation or rakeback for visiting Advertisers’ destinations, using Advertiser’s products or services, performing actions, becoming a registered user, etc., (viii) creating or using a single link intended to be used by a single user; (ix) generation of New Players by use of automated crawlers, robots, scripts, automated redirects, spiders, software, scrapers, frames, iframes, scripts, “refreshing” of pages or other mechanical, artificial or fraudulent means, (x) use of deceptive methods to encourage a person to click on the Ad and/or to perform actions and (xi) any other act by Affiliate, New Player which is reasonably understood to have been committed in bad faith against BrazPartners and/or Advertiser regardless of whether or not such action has resulted in any type of harm or damage to them.

    “Marks”

    means trademarks, service marks, brand names and other designations of Advertiser or of its products, goods or

    services.

    “Media”

    means non-prohibited (i) websites, social media groups, accounts or channels owned, controlled or operated by Affiliate;

    and/or (ii) email campaigns, social networks campaigns, search engine advertising campaigns or other campaigns run by Affiliate in compliance with this Agreement.

    "New Player"

    means a new first time customer referred to the Advetiser’s Website by the Affiliate, having made a first deposit

    amounting to at least the applicable minimum deposit at the Operator’s Website, in accordance with the applicable General Terms and Conditions of the Operator’s Website, but excluding the Affiliate itself, its employees, relatives and/or friends and not being already in the Operator’s player database (where the Player has previously closed its player account on Operator’s Website and opened a new one through the Affiliate Link).

    "Payment Plan"

    means Revenue Payment Share Plan, CPA Payment Plan or any other Payment Plan that may be offered to the Affiliate

    within the Affiliate Program and listed on BrazPartners Website.

    “Prohibited traffic sources”

    means (i) incent (assignment of money, or a prize, or some kind of reward paid or guaranteed to attract New Players);

    (ii) fraud; (iii) spamming (mass marketing emailing without a consent of the recipient) and (iv) branded traffic (search traffic by requests which represent brand names and are leading to a domain/website similar to the main domain/site of the Advetiser).

    “Promo materials”

    means graphic and textual materials provided by BrazPartners or Affiliate’s materials promoting BrazPartners’ brand(s),

    products and/or its services, which Affiliate may display on Media.

    “Referring Affiliate”

    means a Affiliate who may refer prospective Affiliates to BrazPartners pursuant to the terms of Section 5 of

    the Agreement and has been approved by BrazPartners as such at BrazPartners’ sole discretion.

    “Referred Affiliate”

    means a person without a prior or existing account with BrazPartners, who (i) has completed the applicable registration

    process, (ii) has agreed and accepted this Agreement, (iii) is accepted by BrazPartners as a Affiliate, (iv) has been in compliance with this Agreement and/or applicable laws and (v) has an existing Agreement with BrazPartners.

    “Revenue Share”

    means a Remuneration Model when BrazPartners pays Affiliate a share of net revenue earned and actually received by

    Advertiser resulted from a New Player, subject to all requirements, restrictions and provisions of this Agreement.

    “Qualified player”

    means player who fulfilled requirements of the CPA agreement and for this player CPA commission will be awarded.

  • 1. Enrollment in Affiliate Program and Affiliate’s Account

    1.1. In order to become Affiliate and to participate in the Affiliate Program a person shall submit an application and to register for an Account with BrazPartners (“Applicant”). An individual may apply only if he/she is 18 years of age or over (or such other higher minimum legal age in Affiliate’s country) and it is legal for him/her to do so according to the laws that apply in his/her country.

    1.2. Applicant can open an Account with BrazPartners by entering its valid email address and login name, and choosing a password (collectively - “Login Details”), and other information such as Applicant’s:

    i.      Skype/other messengers ID and/or phone number,

    ii.     information about Affiliate’s Media (e.g. valid domain name of the website Affiliate owns or operates),

    iii.    all other information requested by BrazPartners in order to complete the application review.

    1.3. After BrazPartners reviews Applicant's application, BrazPartners will notify Applicant of its acceptance or rejection to the Affiliate Program. BrazPartners may accept or reject application at its sole discretion for any reason. Applicant hereby waives any claims related to rejection of its application.

    1.4. Applicant/Affiliate shall ensure that information provided at or after registration is always accurate and kept up to date.

    1.5. Affiliate will be able to change information provided at registration by editing its Account preferences or by contacting BrazPartners support team.

    1.6. Affiliate must not disclose its Login Details to anyone and allow anyone else to use them. Affiliate is responsible for the security of its Login Details.

    1.7. Everyone who identifies themselves by entering correct Login Details is assumed by BrazPartners to be Affiliate and all transactions where Login Details have been entered correctly will be regarded as valid and attributed to Affiliate.

    1.8. In the event that BrazPartners discovers, or reasonably believes, that Affiliate has opened more than one Account, in addition to any other rights that BrazPartners may have against Affiliate, BrazPartners reserves the right to suspend duplicate Accounts without any notice until all the details and balances belonging to Affiliate are consolidated. All other Accounts will be terminated leaving a single active Account for Affiliate to use. BrazPartners can ban all Affiliate’s accounts.

    1.9. It is Affiliate’s sole responsibility to ensure that at all times it complies with the laws that govern Affiliate’s activities and that Affiliate has the complete legal right to participate in the Affiliate Program.

    1.10. Subject to the terms, limitations and conditions herein, BrazPartners provides Affiliate with a Affiliate Link.

  • 2. Rights Granted to Affiliate. Affiliate Links and Promo materials Provided to Affiliate

    2.1. BrazPartners will make available to Affiliate Affiliate Links after successful enrollment and may provide Affiliate with (i) resources, guidelines, support, technical and integration assistance relating to Affiliate’s use of the Affiliate Program, and (ii) Promo materials, which Affiliate shall or may display (on Media subject to terms and conditions of this Agreement).

    2.2. BrazPartners grants Affiliate a nonexclusive, nontransferable, revocable right, during the term of its participation in the Affiliate Program and subject to the limitations set forth in this Agreement (i) to promote Advertiser’s brands, products or services to Affiliate’s audience, users, prospects and customers in accordance with this Agreement, and (ii) to place Affiliate Links and Promo materials on Media in accordance with this Agreement, solely for the purpose of promoting Advertisers’ brands, products or services.

    2.3. Affiliate may not alter, modify, manipulate or create derivative works of the Promo materials or any BrazPartners’ or Advertiser’s graphics, creative, copy or other materials owned by, or licensed to BrazPartners or to Advertisers in any way, unless Affiliate has received prior written consent from BrazPartners to do so. Affiliate is only entitled to use these materials, in accordance with this Agreement.

    2.4. Affiliate may not modify Affiliate Links.

    2.5. In the event that BrazPartners determines that Affiliate’s use of Affiliate Links and Creatives is not in compliance with this Agreement, BrazPartners shall be entitled to take such measures as to make Affiliate Links used by Affiliate inactive and require Affiliate to immediately stop distributing Ads containing Creatives.

    2.6. BrazPartners may change, suspend, alter, modify or discontinue any aspect of Affiliate Links and Creatives provided to Affiliate. Affiliate agrees to promptly comply with any request from BrazPartners to remove, alter or modify Affiliate Links and/or Creatives that is being used by Affiliate as part of Affiliate Program.

  • 3. Affiliate’s Campaigns

    General

    3.1. Affiliate will be able to start its campaign with respect to the particular BrazPartners’ brand (e.g. Brazino777) selected by Affiliate while enrolment.

    3.2. Affiliate can use only non-prohibited traffic sources indicted by Affiliate while enrollment.

    3.3. Affiliate can use Promo materials provided by Advertiser or Affiliate’s materials promoting BrazPartners’ brand(s), products and/or its services.

    3.4. Affiliate agrees to work in full transparency with BrazPartners and Advertisers, and agrees to provide BrazPartners and Advertisers with all applicable information regarding Affiliate’s activities, including without limitation, the promotional methods used in order to promote and direct traffic to Media

    3.5. Affiliate carry on a Campaign on its sole discretion under this Agreement.

    3.6. Affiliate accepts that all Affiliate’s costs in connection with Affiliate’s activity under this Agreement shall be borne solely by Affiliate and BrazPartners shall under no circumstances participate in such costs.

    3.7. Affiliate shall be solely and exclusively responsible for:

    i.      the accuracy, truthfulness, and appropriateness of materials posted on Media,

    ii.     any links, that lead from Affiliate’s Media to any other website and for any content that can be found by following

            these links,

    iii.    the design, development, operation and maintenance of Affiliate’s Media, and

    iv.    for any use of Media not operated or controlled by Affiliate.

    3.8. Affiliate at all times must have express permission:

    i.      to use third-party copyrighted or other proprietary material on Media (if such Creatives are not provided by

            BrazPartners or Advertiser), and

    ii.     to use any name, image, likeness, or other aspects of an identity of other individual (e.g. photographs or images of.

            individuals)

    3.9. BrazPartners will not be responsible if Affiliate use third-party copyrighted or other proprietary material, or infringe on right of publicity or personality rights in violation of the law.

    Restrictions for Media/Promo materials and Affiliate’s Campaigns

    3.10. Media (including any of their content and linked content) and Affiliate’s advertising, promotional and marketing campaigns under this Agreement, including, but not limited to the activities of direction and provision of traffic of New Players shall not at any time:

    i.      target any person who is under the legal age for using Advertiser’s products and services according to the

            applicable law;

    ii.     portray children or underage person gambling or be deemed appealing to children or underage person;

    iii.    depict gambling as a way to success or achievement, or as a possibility of making profit;

    iv.    contain exaggerated claims concerning Advertiser or any of its products or services;

    v.     violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or

            other personal or proprietary rights);

    vi.    display, contain or link to any material which is harmful, threatening, defamatory, abusive, hateful, obscene, sexually

            explicit, harassing, libelous, slanderous, injurious, promote violence, promote discrimination (whether based on sex,

            religion, race, ethnicity, nationality, disability or age), promote illegal activities, contain profanity or otherwise

            contain materials that BrazPartners informs Affiliate is considered objectionable;

    vii.   provide inaccurate information about Advertiser’s Marks, goods and services;

    viii.  misleadingly compare Advertiser’s Marks, goods and services to competitor's marks, goods and services or create

            confusion between Advertiser’s Marks, goods and services and marks, goods or services of its competitors;

    ix.    contain misleading information;

    x.     refer to an individual in any manner, including by using voice, images or pictorial representations of an individual,

            unless prior written consent has been obtained from this individual;

    xi.    involve content locking;

    xii.   display fake errors or warnings to induce user action, including, for instance, warnings about viruses, missing

            codecs, and corrupt disks;

    xiii.  be abusive or fraudulent;

    xiv.  be likely to deceive the public; and

    xv.   be otherwise illegal, violate the rights of any third party or infringe upon any applicable law, including, but not

            limited to advertising or gambling laws and regulations of the country of Advertiser’s and BrazPartners’ location

            and/or of the countries where Media are displayed.

    Unsolicited Email Campaigns

    3.11. Affiliate will not use any unsolicited or spam email, messages or notifications sent electronically through any media, channel, app or other mean of communication to distribute Ads, and Affiliate will ensure that Media and any related marketing materials or communications do not contain any spyware, adware or other unwanted threats and comply at all times with applicable anti-spam laws. Any emails, messages or notifications that are distributed by Affiliate, directly or indirectly shall:

    i.      not be directed at people who have not conspicuously consented to receiving promotional messages from Affiliate;

    ii.     clearly identify Affiliate as the source of the message; and

    iii.    provide the recipient with an option to easily remove them from receiving future mailings or promotions.

    3.12. Affiliate shall either use email or other message templates provided by BrazPartners, or Affiliate shall submit the final version of Affiliate’s email or other message to BrazPartners for approval prior to sending emails, messages or notifications containing Affiliate Links.

  • BrazPartners’ Rights

    4.1. BrazPartners has the right to monitor Media that Affiliate uses at any time and to determine if Affiliate is in compliance with this Agreement.

    4.2. BrazPartners may update the list of prohibited Media or distribution channels and sources from time to time and at its sole discretion. All such Media, channels or methods shall be immediately withdrawn.

    4.3. BrazPartners may request Affiliate to stop distributing any and all Ads or on specific Media or by using a particular distribution method deemed by BrazPartners questionable. Once BrazPartners sends to Affiliate such request BrazPartners will have no obligation to pay Affiliate for any actions associated with the subject matter of the BrazPartners’ request.

    4.4. Affiliate’s breach of the provisions under this Section, including, but not limited to a misuse of Creatives or use of Creatives not approved by BrazPartners, will constitute a breach of this Agreement, and BrazPartners will retain full authority to terminate this Agreement immediately and retain for its own account any payment arising as a result of such activities that would otherwise have accrued to Affiliate’s benefit.

    4.5. Any CPA, Hybrid or any other agreement are subject to approval by Brazpartner affiliate management prior to being implemented. The default payment scheme is outlined under "Plans".

    4.6. Duplicate players and players that self excluded / blocked themselves during the given month will not be counted as Qualified players and for them CPA commission will not be paid.

    4.7. If over then 20 % of Affiliate’s players made only one deposit during the given month, those players will not qualify for the CPA award and will be calculated on the default Revenue Share deal instead. If the rate of players that made only one deposit is below 20%, those players will be qualified for the CPA award.

    4.8. As with Revenue Share deals, payments will not be made on a player that has a winning balance. BrazPartners offers a no negative carry over Revenue Share deal meaning that any negative Revenue Share is being reset on the 1st day of the next calendar month.

  • 5. BrazPartners Referral Program

    5.1. Referring Affiliate may refer Referred Affiliate by providing a reference link that contains Referring Affiliate’s reference ID to Referred Affiliate in order to register with the Affiliate Program.

    5.2. Refering Affiliate receives 5 per cent of Referred Affiliate revenue.

    5.3. Referring Affiliate will receive its reference ID after it has been approved by BrazPartners as such.

  • 6. Affiliate’s Statistics

    6.1. Affiliate will be able to view its statistics in the Account.

    6.2. BrazPartners shall make available to Affiliate statistic information displayed on the section “Statistics” on the Affiliate’s account.

    6.3. Affiliate understands that BrazPartners’ online statistics may not be entirely accurate at a given moment.

  • 7. Payments

    7.1. BrazPartners shall pay the Affiliate’s remuneration if there is no any violations from Affiliate’s side.

    7.2. The amount of the remuneration is based on Affiliate’s statistics and cannot be contested except for obvious technical mistake. In this case BrazPartners may re-estimate the amount of the remuneration.

    7.3. Affiliate can withdraw the remuneration by any means available on BrazPartners Website. Affiliate is responsible for the accuracy of its bank details indication and for any possible violation of the third parties rights.

    7.4. The calculation of Affiliate’s remuneration is carried out at 1 AM (GMT +1) on the first day after reporting month. Affiliate may withdraw the remuneration at any time via available on BrazPartners’ Website ways. The term of approval of the withdraw request will not exceed 5 business days.

  • 8. Intellectual Property Rights

    8.1. BrazPartners retains all right, title, and interest in and to the Affiliate Program (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers, algorithms, taxonomies, trade secrets and other intellectual property rights therein).

    8.2. Except as expressly stated in this Agreement, nothing is intended to grant Affiliate any rights to any of BrazPartners’ trademarks, service marks, brand names, copyrights, patents or trade secrets, or any other intellectual property or proprietary right.

    8.3. Affiliate shall not use any of BrazPartners’ brand names, designations and trademarks, or Marks other than as permitted in this Agreement or with the permission of BrazPartners.

    8.4. Affiliate agrees that BrazPartners may use any suggestion, comment or recommendation Affiliate chooses to provide to BrazPartners without compensation.

  • 9. Confidentiality

    9.1. BrazPartners may disclose to Affiliate certain information as a result of Affiliate’s participation in Affiliate Program, which information BrazPartners considers to be confidential (herein referred to as “Confidential Information”). For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, any business and financial information relating to Affiliate Program, customer and vendor lists relating to Affiliate Program, or any information that BrazPartners or Advertisers designate as confidential. Affiliate agrees not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Affiliate for Affiliate’s own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process.

    9.2. BrazPartners may make public statement, press release or other announcement to announce the relationship contemplated by this Agreement without Affiliate’s prior consent. Affiliate will not make any public statement, press release or other announcement relating to the terms or existence of this Agreement without BrazPartners’s prior written approval.

  • 10. Term and Termination

    10.1. This Agreement shall commence on the date of the approval of the Affiliate enrollment request and shall continue thereafter until terminated.

    10.2. At any time, either party may immediately terminate this Agreement, with or without cause, by giving the other party prior 7 days’ written notice of termination, unless otherwise is not set out in the Agreement.

    10.3. BrazPartners may at any time suspend Affiliate’s Account or Affiliate’s participation in any activities and/or terminate this Agreement as provided in other sections of this Agreements and/or if Affiliate is in breach of this Agreement.

    10.4. If this Agreement is terminated because Affiliate has violated this Agreement or applicable laws, Affiliate will not be eligible to receive any payments, including earned prior to the date of termination, or the Remuneration under “lifetime” Revenue Share Remuneration Model.

    10.5. BrazPartners reserves the right to withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid.

    10.6. Upon the termination of this Agreement for any reason, Affiliate will immediately cease use of, and remove from Media and any other sources and media all Affiliate Links, Ads and Creatives and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by BrazPartners or by Advertisers and/or provided by or on behalf of BrazPartners or Advertisers to Affiliate pursuant to this Agreement, and will cease representing itself as BrazPartners’s Affiliate.

    10.7. Termination of this Agreement will not act as a waiver of any breach of the Agreement and will not act as Affiliate’s release from any accrued liability or liability for breach of Affiliate’s obligations under the Agreement or applicable laws.

    10.8. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, indemnity, limitations of liability, and any provisions regarding Affiliate’s use of confidential information.

  • 11. Representations

    11.1 Each party represents and warrants to the other party that the person executing this Agreement is authorized to do so on such party’s behalf.

    11.2. Affiliate hereby represents and warrants to BrazPartners that:

    i.      if Affiliate is an individual, he/she is at least 18 years of age on the effective date of this Agreement;

    ii.     the person accepting this Agreement has full authority to act for and to bind Affiliate to this Agreement;

    iii.    Affiliate has full authority to enter into this Agreement, and it owns all right, title, and interest in, or otherwise has

            full right and authority to permit the use of its Media;

    iv.    Affiliate has all appropriate rights to promote with any promotional method Affiliate may choose to use;

    v.     Affiliate will conduct its business, run its campaigns and advertise and promote Advertiser, its brand, product and

            services in compliance with all applicable laws, rules and regulations, including the gambling-specific advertising

            rules and regulations in each targeted country;

    vi.    Ads, Creatives (unless provided by BrazPartners or Advertiser), Media and Affiliate’s promotional methods do not

            and will not infringe a third party’s or BrazPartners’s proprietary rights; and

    vii.   Affiliate shall remain solely responsible for any and all Media owned and/or operated by Affiliate and all of Affiliate’s

            promotional methods.

  • 12. Indemnification

    12.1. Affiliate agrees to defend, indemnify, and hold BrazPartners, Advertisers, their owners, shareholders, subsidiaries, affiliates, customers, vendors, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with:

    i.      Affiliate’s access to or participation in Affiliate Program;

    ii.     Affiliate’s violation of this Agreement;

    iii.    Affiliate’s violation of any applicable law, rule or regulation;

    iv.    Affiliate’s violation of any third party right, including without limitation any intellectual property right, publicity,

            confidentiality, property or privacy right; and

    v.     any claim related to Media, Promo materials (if not provided by BrazPartners), including but not limited to, the

            content of such Media, Promo materials.

  • 13. Disclaimer of Warranties

    AFFILIATE PROGRAM, CREATIVES, AFFILIATE LINKS AND BRAZPARTNERS’ SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED TO AFFILIATE "AS IS". BRAZPARTNERS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. BRAZPARTNERS DOES NOT WARRANT THAT AFFILIATE PROGRAM, CREATIVES, AFFILIATE LINKS AND BRAZPARTNERS’ SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF AFFILIATE PROGRAM, CREATIVES, AFFILIATE LINKS AND BRAZPARTNERS’ SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. BRAZPARTNERS DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF REMUNERATION.

  • 14. Limitation of Liability

    IN NO EVENT SHALL BRAZPARTNERS BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF AFFILIATE PROGRAM, CREATIVES, AFFILIATE LINKS AND BRAZPARTNERS’ SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND BRAZPARTNERS’ REASONABLE CONTROL. IN NO EVENT WILL BRAZPARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY, DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT BRAZPARTNERS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. BRAZPARTNERS’ CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY BRAZPARTNERS DURING THREE (3) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

  • 15. Jurisdiction

    15.1. This Agreement and any dispute or claim arising out of or in connection with them shall be governed by and construed and interpreted in accordance with the laws of the Curacao. Nothing in this clause shall limit BrazPartners’s right to take proceedings against Affiliate in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

    15.2. Affiliate hereby irrevocably waives any objection which Affiliate may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement in the above mentioned jurisdictions, and hereby further irrevocably waive any claim that such jurisdictions are not convenient forums for any suits, actions or proceedings.

  • 16. Modifications

    16.1. BrazPartners has the discretionary right to amend the Agreement in order to comply with applicable laws and regulations or for a number of other reasons from time to time. Any minor changes may be made at any time and Affiliate is advised to review the Agreement on a regular basis.

    16.2. BrazPartners will notify Affiliate about significant or major changes in advance via email or by having a notice on BrazPartners’s website about it. Any such amendment will take effect upon posting of the revised Agreement, unless it is determined otherwise at the time of posting or sending the notification.

    16.3. Affiliate’s continued participation in the Affiliate Program after a change or update has been made will constitute Affiliate’s acceptance to the revised Agreement. If Affiliate does not agree with the modifications, Affiliate shall terminate its participation in the Affiliate Program immediately.

  • 17. Miscellaneous

    17.1. Relationship. Affiliate and BrazPartners are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and BrazPartners. Affiliate will have no authority to make or accept any offers or representations on BrazPartners’s behalf.

    17.2. Notices. Any notices or other communications permitted or required under this Agreement will be in writing and given by BrazPartners via email or other electronic means of communication as specified in this Agreement or in the Affiliate’s Account. All notices or other communications regarding this Agreement should be addressed by Affiliate via email specified in the Affiliate’s Account.

    17.3. Consent to Receive Communications in Electronic Form. For contractual purposes, parties:

    i.      consent to receive communications from each other in an electronic form; and

    ii.     agree that this Agreement and all agreements, amendments, notices, disclosures, and other communications

            satisfy any legal requirement that such communications would satisfy if it were in writing.

    17.4. Assignment. Affiliate will not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without BrazPartners’ prior written consent. Any purported assignment or delegation by Affiliate without BrazPartners’s appropriate prior written consent will be null and void. BrazPartners may assign this Agreement or any rights hereunder without Affiliate’s consent.

    17.5. No Waiver. The failure by the party to exercise, or delay in exercising, a legal right or remedy provided by this Agreement or by law shall not constitute a waiver of its right or remedy.

    17.6. Severability and Integration. This Agreement constitutes the entire agreement between Affiliate and BrazPartners and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.