The terms of this agreement (hereinafter referred to as the “Agreement”) govern the relationship between webmasters (hereinafter referred to as the “Affiliate” or “You”) and LocoTech LTD with registered address at Yirmeyahu 7, Tel Aviv (hereinafter referred to as the “Company”) regarding advertising, marketing, or promoting the Company’s Websites. By applying to join the Company’s affiliation program and/or participating in the Company’s affiliation program, you represent that (1) you have read, understood, and agreed to be bound by this agreement, and (2) if you are applying on behalf of a legal entity or another person – you have the authority to enter into this agreement on behalf of the entity you represent, and to bind that entity to this agreement; if you are applying for yourself – you are over 18 and have the legal competence to enter into this Agreement and carry out your obligations hereunder. if you do not accept or understand this agreement, you may not register for or participate in the affiliation program. In order to complete and effectuate your participation in the Company’s affiliation program, you first must complete and submit an application, and, if requested by the Company, such other documents relevant to your application. The Company will review your application and notify you whether you have been accepted your participation in the affiliation program via email. It is clarified that the Company has full discretion in approving or rejecting any submission. You may not promote, distribute or market, the Company or Company’s Websites prior to written confirmation of your participation
Company’s Websites: Website(s) owned, operated, or controlled by the Company or its subsidiaries, maintained, or hosted by the Company or its subsidiaries. Program: All marketing and promotional goals established by the Company as well as its subsidiaries and partners, and to their respective set of rules, benefits, revenues, and corresponding obligations arising from the execution of the present Agreement, namely pertaining to the use of marketing tools offered on the Company’s Websites, and in compliance with rules and regulations inherent to their use, as well as any means used to promote the Company’s Websites, the Affiliate being bound by the principles and provisions set forth in the present Agreement. Program Participant: Any Affiliate participating in the Program under this Agreement.
The Affiliate has a non-exclusive right to redirect, refer or send visitors or users of their website(s) to the Company’s Websites. The Affiliate has no obligation of any kind to exercise such non-exclusive right under the present Agreement. The Affiliate has a limited, non-exclusive, nontransferable, and revocable right to access, download, and use promotional banners, hypertext links, and other promotional materials created by the Company to be used according to Company’s policies, guidelines and instructions (as provided from time to time), on the Affiliate’s website(s) for the exclusive purpose of advertising, marketing or promoting the Company’s Websites or services provided through the Company’s Websites. It is expressly agreed between the Parties that the use of promotional materials by the Affiliate on the White Label Websites under this Agreement is not subject to any kind of consideration from the Company to the Affiliate, other than as described in Clause 6 below. Remuneration as provided in Clause 6 takes into account the use of the Affiliate’s name and/or brand on a White Label Website, as the case may be, by the Company. All licenses granted to the Affiliate hereunder shall immediately cease and be revoked upon the termination of Affiliate participation in the Program and/or upon breach by the Affiliate of the terms of this Agreement (including non-compliance with Company’s guidelines, policies and instructions). Upon the occurrence of any of such events, Affiliate shall cease utilization of these licenses and shall immediately cease all marketing and other activities in connection with the Company and/or the Company’s Websites. The Affiliate will remain a Program Participant until (1) the Affiliate terminates participation in the Program by notifying the Company at the following e-mail address: firstname.lastname@example.org; or (2) the Company terminates, with immediate effect, the Affiliate’s participation in the program, with or without justification, by means of notice to the Affiliate’s e-mail address used for contact information. Termination notice by the Company shall only be sent to the email address provided by the Affiliate as part of its application (unless later updated by the Affiliate and such update was confirmed in writing by the Company) and shall be deemed delivered upon its delivery. To the extent a mail delivery failure notification is received, the Company shall re-send such email which shall be deemed to be received by the Affiliate even if another mail delivery failure notification was received. All Program materials, including, but not limited to, all advertising banners, hypertext links, photographic materials, recordings, video, sound, and any form of intellectual property rights on such materials provided to the Affiliate by the Company as part of this Program will remain the sole property of the Company and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale, in any manner, at anytime, anywhere in the world, except as expressly authorized in by this Agreement in writing by the Company and for the purpose of this Agreement. Nothing herein will be construed as a grant or assignment of any rights to any intellectual property owned by the Company, including, without limitation, any and all of its trademarks or service marks, except as explicitly set forth herein. The use of any promotional or other kind of Program materials and/or Program provided by the Company to the Affiliate under this Agreement is at the sole responsibility of the Affiliate and is on an “as is” and on an “as available” basis. No warranties are provided by the Company in connection with such materials and the Company disclaims all warranties, either expressed or implied including, but not limited to, warranties of merchantability and fitness for a particular purpose. The Affiliate hereby expressly undertakes to hold the Company harmless from any related liabilities concerning the use of mentioned materials by the Affiliate, including holding the Company harmless from any third party’s claims related to the infringement of intellectual property rights, breach of regulatory provisons or if the use of such materials is forbidden under the local laws of the Affiliate (or of other jurisdictions once informed and notified by the Company of requirements or regulations in any such jurisdictions). The Affiliate is fully and solely responsible for its marketing techniques and any and all implications thereof. To the extent that in the opinion of the Company the Affiliates exercises any questionable marketing techniques including, but not limited to chat marketing and any type of unsolicited messages, spam and/or other illegal or inappropriate marketing techniques, or when the Affiliate does not follow Company’s instructions, guidelines or policies affecting certain types of resources and tools, whether affecting only to particular jurisdictions or in general, shall entitle the Company the right to immediately terminate this Agreement, suspend the Affiliate’s access to the Program materials or to limit or suspend the license provided to hereunder the Affiliate. Such right might be exercised with or without prior notice. Affiliate shall hold the Company harmless from any related liabilities concerning its marketing techniques, including holding the Company harmless from any third party’s claims related to the infringement of intellectual property rights, breach of particular regulatory provisions or if the use of such materials is forbidden under the local laws of the Affiliate. Company’s knowledge (actual or constructive) of any Affiliate conduct shall not be deemed to be construed as providing its consent to such conduct and Company or shall be used to impose any blame or liability on the Company and the reserves all rights in connection therewith.
2.1. The relationship between the Affiliate and the Company will be restricted to matters exclusively pertaining to the Program and will be governed entirely by the Agreement. 2.2. Notwithstanding anything to the contrary in this Agreement, the Company has no direct or indirect control nor ownership interests over the content of performances or services, the manner of performances or services, the time or duration of provision of performances, or the services provided by the Affiliate, in or in association with the Affiliate’s website(s), except as specifically set forth in this Agreement. 2.3. The Affiliate hereby expressly declares not to provide, use, or promote any content that is (1) illegal; (2) stolen; (3) fraudulent; or (4) in violation with any part of the Agreement on its website(s) used to participate in the Program (including subsites). The Affiliate shall be fully and solely liable for any content present on the referred in its websites, except for the content provided to it by the Company as well as for the use of the resources (banners, links, etc.) and tools used to direct users and traffic to Company’s Websites or White Label Websites.. Company is under no obligation to monitor, supervise or control the content, use, practices or operation of the Affiliate websites. Breach of this representation by the Affiliate shall entitle the Company, in addition to any right or remedy entitled to it under law or this Agreement, the right to immediately and without notice to terminate/suspend the Affiliate participation in the Program. The Affiliate will be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through the Affiliate’s website(s). 2.4. In case of any queries, the Affiliate may contact the Company directly at the following e-mail address: email@example.com. 2.5. Nothing in this Agreement is construed as constituting or creating any agency, employment relationship, joint or collaborative venture, or partnership between the Affiliate and the Company, and/or its employees, agents, or assignees 2.6. This Agreement and the rights herein are not transferable and may only be used by the Affiliate in the framework of their participation in the Program.
3.1. The Affiliate expressly declares to acknowledge that the Company’s Websites are used for adult entertainment, being exclusively intended for the entertainment of adults. 3.2. The Affiliate expressly declares to be at least 18 years old (21 in some areas if required so by applicable law), having already reached the age of majority in accordance to the local laws of the Affiliate’s legal jurisdiction. 3.3. The individual executing this Agreement on behalf of a corporate Affiliate declares that it has the authority and is entitled to contract on behalf of the Affiliate and carry out its obligations hereunder. 3.4. The Affiliate shall not provide any guarantee, assurance, or representation on behalf of the Company and shall not be entitled to bind the Company in any manner, and/or shall present itself had having the authority to do any of the foregoing. 3.5. The Company does not guarantee or assures that participation in the Program shall result in any financial or other business gain to the Affiliate. Affiliate participation in the Program is made after Affiliate had reviewed the risks involved in this activity and had consulted with professionals of its choosing. Affiliate is capable the bear the economic risks associated with its participation in the Program and carrying out its obligations hereunder. 3.6. The Company will, at all times, have the right, at its sole and exclusive discretion, including with retroactive nature or effect, to migrate or reassign the Affiliate from a promotional or standard Program to another promotional or standard Program, adjusting the Affiliate’s associated Program benefits in case the Company deems such measure appropriate due to evidence of the Affiliate’s below standard or high risk performance, namely, in the event the Company suspects foul play, incentive based purchases and/or registrations, and/or generation of traffic through unauthorized sources such as, but not limited to, social networking sites, escort sites, gambling sites, illegal torrent sites, and online auction sites. 3.7. The Affiliate is acting as an independent contractor and not as an employee or agent of the Company. No joint venture, partnership, employer-employee or other relationship are created hereunder and the parties expressly declaims such. 3.8. The Affiliate further expressly agrees not to raise any claim of any kind against the Company and agrees to hold the Company harmless from any claim of loss by the Affiliate directly or indirectly resulting from the decision to participate in the Program pursuant to this Agreement. 3.9. The Affiliate further declares and confirms that they will not hereafter claim or purport to claim, either directly or indirectly, in any manner whatsoever, any right, title, interest into, over or upon any intellectual property right owned by the Company or its subsidiaries, unless otherwise agreed in writing by the parties. 3.10. Affiliate may only apply to the Program using one account. Application to the Program (by an individual and/or legal entity, directly or indirectly) of multiple accounts under the CherryCash Program. Breach of this undertaking shall entitle the Company to fully and unilaterally terminated by the Company without the fee payment to the Affiliate or to ban the Affiliate from any current or future participation in Company’s programs. 3.11. Affiliate acknowledges shall not make any unauthorized use of a trademark, tradename, logo, graphics, interface or other intellectual property of the Company, whether such are is identical or confusingly similar to another brand’s or assist any others in doing so, all of which shall be deemed to be the full and exclusive property of the Company. Affiliate shall question in any territory Company’s ownership in the foregoing or attempt to apply for patent, trademark, copyright and/or any other protection available under law. Company’s trademark and tradenames including but not limited to the brand names Cherry.tv, CherryTV, CherryCash, CherryModels. Affiiate shall not register and /or send traffic from domains (e.g., IFrame, Redirect, etc.) that are identical or confusingly similar to famous brand trademarks, including but not limited to the brand names CherryCash, Cherrytv, CherryModels. The Affiliate shall indemnify and compensate the Company for all damages arising out any claims, damages, complaints, loss, payments and expense incurred by the Company by affected parties due to breach of this section. In addition, Company shall have the right to terminate Affiliate participation in the Program and/or any other program, current or future, without the fee payment to the Affiliate without notice. 3.12. The Affiliate further expressly agrees to comply with guidelines, policies and instructions provided by the Company from time to time regarding particular or special conditions or measures to be applied to the use of the resources and tools facilitated by the Company for specific jurisdictions in order to comply with local regulations. The Affiliate acknowledges that in the event of non-compliance or breach of such guidelines, policies and instructions provided by Company, Affiliate shall keep Company fully indemnified and harmless against any damages (including but not limited to fees, fines, sanctions, settlements, etc.) caused to Company, Company Websites or White Label Websites, and with express reservation by Company of any other remedies under this Agreement or under law.
4.1. The Affiliate will provide the Company immediately when requested with such identification document and other information and materials that the Company finds necessary. Failure to provide such information will constitute a basis for terminating this Agreement and for forfeiting, as liquidated damages, any and all commissions or fees to which the Affiliate would otherwise be entitled under this Agreement. 4.2. The Affiliate acknowledges and agrees that any advertising, advertising links, or promotional materials of any kind, which promote the Company’s Websites must be previously approved, in writing, by the Company before being displayed or featured on the Affiliate’s website(s). 4.3. The Affiliate will at no time, by using any materials provided in the framework of this Agreement by the Company or by using its promotional materials on the White Label Websites or sites which are not owned or controlled by it, directly or indirectly display, through any means, negative or offensive advertising. The Affiliate will be held liable for any and all damages incurred to the Company resulting from or in connection with such conduct. 4.4. The Affiliate will comply with guidelines, policies and instructions provided by the Company and promptly take action and implement necessary measures and controls, particularly related to special conditions in particular jurisdictions 4.5. The Affiliate understands and agrees that it is solely his/her/its responsibility to pay all applicable taxes in regard with the payments received from the Company under this Agreement. The Affiliate understands that it is his/her/its mandatory obligation to pay all applicable taxes. 4.6. The Affiliate is obliged to fully compensate the Company for all damages caused by Affiliate’s unlawful conduct or breach of this Agreement.
5.1. CherryCash will, for the purpose of this Agreement, track customers’ transactions by application of the Affiliate ID. You are responsible for ensuring that all referred customers are properly tagged with your Affiliate ID. You will not receive credit for New customers who are not properly tagged or who we are unable to otherwise properly associate with your Affiliate ID. 5.2. The Company has the sole right to refuse Customers (or to close/suspend their accounts) if necessary, to comply with any requirements that they may periodically establish and the Affiliate hereby undertakes to abide by CherryCash’ decisions in this respect and will have no claim against CherryCash for any loss or damage of any kind which it suffers or alleges it suffers, as a result of such actions by CherryCash. 5.3. CherryCash will provide the Affiliate with remote online access to reports of Customer activity and the commission generated. The form, content and frequency of the reports may, at CherryCash’ discretion, vary from time to time. To gain access the Affiliate will need to use the Affiliate’s Affiliate ID and password as provided to the Affiliate by CherryCash. 5.4. The reports and the underlying figures, number amounts and statistics forming the basis of such reports, will be the exclusive reference point for the calculating of Commission, and the Affiliate agrees to be bound by such information as provided by the Merchants to CherryCash.
6.1. In case the Affiliate uses spam, the present Agreement will be immediately terminated and the Affiliate may not reapply to participate in the Program (directly or indirectly). 6.2. The Affiliate hereby warrants that they will not use any form of mass unsolicited electronic mail solicitations, unsolicited instant messaging spam, online classified ads, auctions spam, web search engine spam, blog postings, Wiki spam, social networking sites spam, news group postings, IRC posting, or any other form of what is commonly known as “spamming” as a means of promoting its website(s) or for the purpose of directing or referring users to the Company’s Websites. Breach of this undertaking shall entitle the Company the right to immediately and without notice terminate the participation of the Affiliate in the Program if the Company, at its sole and exclusive discretion. 6.3. The Affiliate also warrants being in compliance with the Link Scheme Guidelines of Google at all times with regard to its links to the Company’s Websites. In case the Affiliate fails to do so, the Company reserves the right to immediately terminate the Affiliate’s participation in the Program without notice. 6.4. The Affiliate will not, directly or indirectly, by any means, trick, link, or forge in any manner any of the following content or material to any of the Company’s Websites through any hyperlinks maintained or created on the Affiliates website(s). 6.4.1. Obscene material; including, without limitation, any material depicting brutality, rape, torture, incest, bestiality, or such; 6.4.2. Any material which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors; 6.4.3. Any material which constitutes or may be subject to be considered as child pornography, bestiality, rape, torture and/or which involves depictions of nudity or sexuality by an underage-looking performer whether the performer be real or computer generated (i.e. someone who looks younger than 18 years of age, or 21 as the case may be), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of script, make-up, demeanor, costuming, setting, etc.; 6.4.4. Any material, which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous, or injurious to the reputation of any person or entity; 6.4.5. Any material which constitutes an infringement, misappropriation, or violation of any person’s rights of publicity, privacy rights, or any person’s intellectual property rights, including, but not limited to, copyrights, trademarks, and service rights. This includes photos altered to look like celebrities or other private persons; 6.4.6. Any program, file, data stream, or other material which contains viruses, malware, spyware, worms, Trojan horses, malicious Java Script, or any other feature, which takes control of a third party computer or CPU without their permission and which may cause damage (intended or unintended) to any computer equipment, loss or corruption of data or programs, or inconvenience to any person; 6.4.7. Any material which contains any form of solicitation for prostitution or personal contacts outside the context of websites, or which promotes and/or facilitates incentive-based websites, warez websites, hacking, cracking, or the downloading and/or trading of unauthorized MP3 audio files and/or any other unauthorized content protected by third parties intellectual property rights; 6.4.8. Any material which does not fully comply with the applicable legislation and regulation. 6.4.9. Any domain name which constitutes as trademark dilution or unauthorized use of a trademark that is identical or confusingly similar to another brand’s trademark. Trademark dilution can occur even if the second trademark is not identical to the original (e.g., the use of a well-known brand name in the domain name). Sending traffic from such domains (e.g., IFrame, Redirect, etc.) that are identical or confusingly similar to famous brand trademarks is strictly prohibited.
7.1. The Affiliate is entitled to a referral fee, whenever the following conditions are satisfied: 7.1.1. A person is redirected to the Company’s Websites through interaction with a banner ad or hypertext link supplied by the Company as part of the Program (“Authorized Link”) that is displayed on the Affiliate’s website(s) and which automatically connects any person who clicks on the said Authorized Link to the Company’s Websites; 7.1.2. A person who, after having been redirected to the Company’s Websites through the use of an Authorized Link displayed on the Affiliate’s website(s) or the White Label Websites, clicks through to an advertiser listed on the Company’s Websites (excluding the White Label Websites) (hereafter defined as a “unique click-through to an Advertiser”). 7.2. The Company will have the right to deny, withhold payment to the Affiliate, and/or terminate the Affiliate’s participation in the Program and this Agreement if the Company concludes that the Affiliate has directly or indirectly engaged in, or encouraged fraudulent or misleading activity. 7.3. The Company will have the right, in its sole and exclusive discretion, to determine what constitutes fraudulent or misleading activity, which may include, but not limited to suspected foul play, incentive based purchases, generation of traffic through unauthorized sources, any form of spamming and the use of illegal or prohibited content by the Affiliate. The Company’s determination will be conclusive. 7.4. Company reserves the right to suspend or terminate the Affiliate account and cancel any pending payouts in the event that it has a reason to believe that registrations may be fraudulent in any way. 7.5. Company may suspend payout of Affiliate accounts with low traffic quality, as determined by the Company in its sole discretion, until inspection of the behavioral factors and productivity trends. Company may change the terms of the payout terms depending on the results of such inspection. 7.6. The Affiliate hereby expressly acknowledges and accepts that any typo squatting and cybersquatting or related activities are prohibited and that the referral fee will not be paid for any persons referred to Company’s Websites by way of typo squatting or cybersquatting or similar prohibited activities. 7.7. Commissions from sales generated by the use of official site brand names (Cherry.tv, cherrytv, CherryModels, CherryCash), and misspellings thereof in terms of Pay-Per-Click campaigns (including, but not limited to, Google AdWords and Yahoo Search Marketing) will not be credited to the Affiliate. This includes keywords appearing in the ad text and keywords used as a ‘trigger’ to display the Affiliate ads. 7.8. The referral fees will be payable in U.S. Dollars or Euros. On their account page, Affiliates will find a dashboard with statistics about applicable referral fees, purchases, chargebacks, bonuses, etc. 7.8.1. Standard commission options are available as follows: 25.00% commissions 5.00% referral program. Affiliates are not allowed to register a secondary or an alternate account under their own referral link as it will lead to an artificial and unfounded increase of earnings. Accounts violating this Agreement will be terminated. Payment methods and other incentive as available from time to time are posted on Company’s Website. Company reserves the right to terminate to discontinue any incentive offered on its website or to offer new incentives at any time. 7.8.2. The payout periods for affiliate commissions are as follows: On or before the 15th of each month. 7.8.3. Current minimum payouts are as follows: The minimum payout amount is $100; the earnings will be carried forward until the minimum amount is met. 7.8.4. Available payout methods are listed below: Wire transfer Paxum PayPal 7.9. The Company reserves the right, in its sole and exclusive discretion, at any time, to alter or modify the Program (including, for example, but not limited to, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules) in order to improve the Program’s effectiveness. 7.10. All changes will be duly posted or published on www.cherrycash.com and will from then be immediately binding for all participants, unless the Affiliate would terminate this Agreement upon receipt of such changes. 7.11. In case the Affiliate disagrees with a change to the terms of this Agreement made by the Company, the Affiliate may terminate the present Agreement in compliance with the provisions set forth in Clause 9, being immediately excluded from the Program. 7.12. The continued participation of the Affiliate in the Program following the posting of a change notice or new agreement by the Company on the referred link will constitute a binding acceptance of the said change(s). 7.13. In case of any queries, the Affiliate may contact the Company directly at the following e-mail address: firstname.lastname@example.org.
8.1. Under no circumstances will the Company, its employees, independent contractors, authors, agents, representatives, assignees, and successors will be, to the extent permitted by law, liable to the Affiliate, or any other person or entity, for any direct or indirect losses, injuries, or incidental or consequential damages of any kind (including, without limitation, damages for loss of business profits, business interruption, loss of business information, other incidental or consequential damages, or any other pecuniary loss) with regard to any link to any of the Company’s Website, or arising from or in connection with the use of the Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of the Company’ services, content or Program materials, including, without limitation, any losses due to server problems or due to incorrect placement of HTML or other programming languages. 8.2. Notwithstanding the foregoing express limitations of liability, should the Company, its officers, employees, successors, or assignees be held liable for damages, injuries, or losses of any kind, directly or indirectly resulting from participation in the Program, the aggregate liability arising with respect to and under this Agreement and the Program for any and all claims, injuries, damages, or losses will not exceed the total amount of referral fees paid or payable to the Affiliate under this Agreement in the 6 months preceding the claim or $500, the lower of which. 8.3. The Affiliate understands and accepts that under no circumstances will the Company and its subsidiaries be, to the extent permitted by law, liable for any direct, indirect, incidental, special, consequential, or punitive damages that result from the violation of this Agreement. The Affiliate recognizes the duty to indemnify, pay the costs of defense, and hold harmless the Company and its subsidiaries, its officers, directors, affiliates, attorneys, shareholders, managers, members, agents, and employees from any and all claims, losses, liabilities, or expenses (including reasonable attorneys’ fees or legal fees otherwise) brought by third parties arising out of or related to the Affiliate’s conduct, statements, or actions, as well as breach of any term, condition, or promise contained herein.
9.1. The Company will not monitor, supervise, or review, and will not be, to the extent permitted by law, responsible for any content appearing or otherwise distributed on, in or in association with the Affiliate’s website(s), except for content which is supplied to the Affiliate by the Company, provided that the said content supplied to the Affiliate by the Company has not been altered or modified by the Affiliate or by any other party, except for when otherwise agreed by the parties in writing. 9.2. The Company reserves the right to send promotional e-mails to the members/subscribers of the Affiliate about any website operated by the Company.
10.1. The Affiliate will remain a Program participant in good standing at all times, since and as long as the Affiliate is receiving benefits or is otherwise participating in the Program. 10.2. The Affiliate will cease to be a participant in good standing and will be subject to immediate termination of all benefits without prior notice if there is a failure to perform under or breach of any part of this Agreement, including, without limitation, giving out false information or failing to report adequately on its promoting activities upon the Company’s request. 10.3. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written (or in electronic form) notice of termination. 10.4. The Affiliate will not be entitled to receive any commissions and/or referral fees for any “referrals” delivered or received by the Company after the date and time of termination. 10.5. Upon termination of this Agreement, the Affiliate will immediately cease using the Company’s materials, which is or not protected by any intellectual property rights, including, without limitation, trademarks, logos, promotional banners, hypertext links, and other promotional materials of the Company, and will remove any materials supplied to the Affiliate by the Company, and/or referring to the Company, including, without limitation, any banner ads, from the Affiliate’s website(s). 10.6. All of the Affiliate’s warranties, indemnities and obligations, which by their nature are designed to survive to the termination of this Agreement, will extend beyond the termination of this Agreement.
11.1. All promises, obligations, duties and warranties made by the Affiliate in this Agreement are personal to the Affiliate and neither these promises, obligations, duties and warranties, nor any benefits hereunder may be assigned by the Affiliate to any other person or entity. The Company may at any time and without limitation, freely assign all or part of its duties, obligations and benefits hereunder.
12.1. This Agreement constitutes the entire agreement between the Affiliate and the Company with respect to the subject matter hereof and supersedes and/or cancels all other prior agreements, discussion, or representations, whether written or oral. 12.2. The Parties hereby declare and agree that the provisions of this Agreement may be superseded only by a written instrument agreed by both parties. 12.3. The failure of the Company to enforce any of the specific provisions of this Agreement will neither preclude any other or further enforcement of such provision(s), nor the exercise of any other right hereunder.
14.1. The parties will irrevocably submit to the exclusive jurisdiction of Cyprus, for the purposes of hearing and determining any dispute arising out of this Agreement. 14.2. This Agreement and all matters arising from it and any dispute resolutions referred to above will be governed by and construed in accordance with the laws of Cyprus notwithstanding conflict of law provisions and other mandatory legal provisions