Affilate program Agreement terms and conditions

This Affiliate Program Intermediary Agreement (“the Agreement”) sets out the complete terms and conditions between 12Go.Asia as Xenios IT Company Limited (Xenios IT Co. Ltd.) (hereinafter referred to as the Client), and You, regarding Your application to participate as an affiliate (hereinafter referred to as the Agent) in the Affiliate Program.

It is important that You read and understand the Agreement. By completing an application to join our Affiliate Program You are – subject to 12Go.Asia as Xenios IT Co., Ltd. approval of Your application – agreeing to the terms and conditions of the Agreement.

If You do not agree to the following terms and conditions or are not authorized to do so as well as are intending to do business with 12Go.Asia as Xenios IT Co., Ltd. within conditions other than stated hereof, You should discontinue Your application.

RECITALS:

WHEREAS, the Agent is willing to join the Affiliate Program of the Client via the Affiliate Program Site and provide the Client with scope of Services by means of giving to Customers an access for booking and purchasing of Client’s products and services at the Client’s Internet Site via the Agent’s Internet Site by Code and Links generation and in accordance with the requirements of the Agreement and conditions set by the Parties.

NOW THEREFORE, in consideration of these premises and for other good and valuable consideration the Parties agree as follows:

1.DEFINITIONS AND INTERPRETATIONS

"Affiliate Program" means establishing of business and commercial relations between the Client and his any and all affiliates upon entering into agreements similar to the Agreement.

"Affiliate Program Site" means the website at http://agent.12go.asia.

"Agent’s Internet Site" means the Agent’s website or websites in the Agent possession and which are located at the web address(es) provided by the Agent to the Client or subsequently changed and notified to the Client.

"Business Day" means any day (other than Saturday or Sunday or holidays) on which banks are open for general business in the Client’s legal domicile.

"Client’s Internet Site" means the Client’s (12Go.Asia as Xenios IT Co., Ltd.) website at https://12go.asia.

"Code" means the widget code, program displayed at the Agent Internet Site and links to the web page http://12go.asia or any other site owned or controlled by the Client or Group Company.

"Confidential information" means full or partial knowledge, data or information relating to the activities or business of each Party that may be either in tangible or intangible form, expressed orally, in writing or in any other form, including, but not limited to, financial information and data, business and financial plans, budgets, prices, marketing strategies, market information, strategic information, information relating to clients, accounting records, including revenues, business secrets, patterns, technical information, drawings, designs, technologies, studies, processes, systems, ideas, know-how, sector affiliation, photos, computer programs, templates, source and object codes, manuals, reports, records and any other documents in whatever form of expression.

"Customer(s)" mean(s) any person(s) who is(are) willing to book and purchase Client’s products and services at the Client’s Internet Site or any other by clicking on Links and Code at the Agent’s Internet Site.

"Effective Date" means the date on which the Agent expresses the consent to enter into the Agreement by means of the logon at Affiliate Program Site with unique defined personal code - password in accordance with the Clause 2.3.

"Good Industry Practice" means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor acting in good faith.

"Group Company" means 12Go.Asia as Xenios IT Co., Ltd. and any corporation which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company.

"IPR" means any and all patents, trade marks, service marks, rights in designs, get-up, trade, business or domain names, goodwill associated with the foregoing, e-mail address names, copyright including rights in computer software (in both source and object code) and rights in databases (in each case whether registered or not and any applications to register and rights to apply for registration of any of the foregoing), rights in inventions and web-formatting scripts (including HTML and XML scripts), know-how, trade secrets and other intellectual property rights which may now or in the future subsist in any part of the world including all rights of reversion and the right to sue for and recover damages for past infringements.

"Links" mean hypertext links (either a banner or text link) downloaded from the Affiliate Program Site that link to the Client’s Internet Site (web page http://12go.asia) or any other site owned or controlled by the Client or Group Company.

"Services" mean services related to promotion, marketing and advertising of Client’s products and services at the Agent’s Internet Site, and provided by the Agent to the Client in accordance with the Agreement. The scope of the Services is defined in Clause ‎2.1 hereof.

2.SUBJECT OF THE AGREEMENT. ELIGIBILITY

2.1.Pursuant to the Agreement the Agent shall provide the Client with scope of Services with properly performance (duly, on time and with professional care and Good Industry Practice) and in accordance with the requirements of the Agreement.

The scope of Services includes in particular:

(A)promotion, marketing and advertising of the Client’s products and services at the Agent’s Internet Site;

(B)providing Customers with an access to the Client’s Internet Site by displaying at the Agent’s Internet Site Code and the Links for the purpose of booking and purchasing of Client’s products and services by Customers.

2.2.In consideration that the Agent makes the Code and the Links available at the Agent’s Internet Site and subject to the terms and conditions of the Agreement, the Client will procure that the Agent is granted a non-exclusive, non-transferable, terminable licence to use the Code and the Links at the Agent’s Internet Site solely for his internal business purposes and in accordance with Good Industry Practice and other limitations and restrictions as set out in the Agreement.

2.3.The Agent acknowledges and guarantees the full right and authority to enter into the Agreement and any other documents executed by the Agent that may be associated with the Agreement, such a right shall be expressed by means of logon at Affiliate Program Site with the unique defined personal code - password (through login) which the Client sends to the Agent after the latter has expressed the consent to join the Affiliate Program by direct consent with Terms and Conditions - the Agreement within the first registration at the Affiliate Program Site.

2.4.The Agent has no right to enter into the Agreement if the Agent is in the employment of the Client or a Group Company, is direct or indirect competitor of the Client and is entering into the Agreement with intent to affect on the competition in order to oust the Client from the relevant market.

2.5.The Agent agrees with all terms and conditions arising from the Agreement and acknowledges and guarantees not to enter into the Agreement if he does not conform to the above eligible requirements, otherwise the Agreement shall be treated as void and the Client shall not accept any liability or demands whatsoever resulting from such void agreement as well as the Agent shall return everything received from the Client upon the Agreement.

2.6.The Agent acknowledges and guarantees that after entering into the Agreement in compliance with requirements stated above he becomes liable for all his obligation arising from the Agreement and accepts such responsibility for the business entity, company which he presents and acts on its behalf as well as for all his/its assigns, assignees, successors, employees, etc.

3.USE OF THE AFFILIATE PROGRAM SITE

3.1. The Agent warrants and acknowledges:

(A)that all information provided to the Client is correct, true, accurate, current and complete, the Agent will notify the Client promptly of any changes;

(B)to promptly change the address of the Agent’s Internet Site on request by the Client;

(C)to safeguard his account at the Affiliate Program Site, to supervise and to be completely responsible for any use of the account by anyone other than him;

(D)not to use the Affiliate Program Site to make any speculative, false or fraudulent requests;

(E)that he has not previously been suspended by the Client or otherwise banned from using the Affiliate Program Site;

(F)to keep secret and not to allow third parties to use the login and password details for the Affiliate Program Site;

(G)that he will not have more than one account at the Affiliate Program Site;

(H)to registrate at the Affiliate Program Site with official name and in accordance with the Article 2. Registrations under a pseudonym are not allowed. The Client may delete accounts under wrong names, pseudonyms or in an abusive way as it is stipulated in the Agreement, etc.

3.2.The Client retains the full right at his sole discretion to deny access to anyone to the Affiliate Program Site at any time and for any reason, including, but not limited to, for violation of the Agreement.

3.3.In accessing or using the Affiliate Program Site, the Agent may be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. The Client does not endorse such content, and cannot vouch for its accuracy. The Agent therefore accesses and uses the Affiliate Program Site at his own risk.

4.PRIVACY POLICY

4.1. The Client believes in protection of the Agent’s privacy information.

4.2.The privacy policy covers a treatment of personally identifiable information of the Agent and other information gathered by the Client. The privacy policy also covers a treatment of any personal information of the Agent that the Client may share with his business partners or other third parties under very limited circumstances.

4.3.The privacy policy does not apply to general practices and treatment of information (whether personal or not) by third parties that the Client does not own or control, including but not limited to any third party websites or services that the Agent elects to access through the Affiliate Program Site.

4.4.In certain circumstances the Client may disclose the Agent’s privacy information to third parties if the Client determines, in his sole discretion, such disclosure is necessary and / or in following cases:

(A)to protect Client’s systems, assets, employees, members and Customers;

(B)to ensure integrity and operation of the Client’s business and systems;

(C)to comply with legitimate and enforceable governmental requests, subpoenas or court orders.

4.5.The Client may choose to comply with or disregard such requests or orders in his sole discretion. Such right to disclose information, including but not limited to the Agent’s account information situated at the Affiliate Program Site, IP addressing and traffic information, usage history, and posted content, etc.

5.RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1.Agent’s rights and obligations. Pursuant to the Agreement the Agent shall:

(A)provide Services considering all due skill, care and diligence, including Good Industry Practice, and in accordance with established procedures and all applicable laws and legal requirements, enactments, orders, regulations and other similar instruments;

(B)commit to comply with Client’s security guidelines, rules and regulations;

(C)directly or indirectly not offer any potential Customer or any contractor / sub-contractor any incentive (including payments of money or other benefits) to use Code and Links;

(D)obtain and maintain in force all necessary registrations, authorizations, consents and licences to enable to fulfill his obligations under the Agreement and that they will fully comply with all applicable laws and regulations including any advertising codes;

(E)warrant that the Agent’s Internet Site shall not contain any material which is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights and shall not link to any such material;

(F)not place at any website information if it may be aimed at people under 18 years of age;

(G)not seek to challenge the validity of IPR belonging to the Client or Group Company;

(H)use all reasonable endeavors to display Code and Links at the Agent’s Internet Site without interruption for the duration of the Agreement;

(I)ensure that all communications to the Client are sent by and on behalf of the Agent or of the business entity, company which the Agent presents and acts on its behalf;

(J)not edit, alter or amend any marketing, promotional and / or creative materials which have been produced by or on behalf of the Client;

(K)not encourage or assist any Customer to breach terms and conditions agreed by the Parties when opening an account with the Client or Group Company;

(L)not encourage or not assist any Customer to engage in behavior which in the Client’s reasonable opinion breaches the terms of the Agreement or abuses spirit of promotion, competition, tournament or offers operated by the Client or a Group Company;

(M)not register any domain names or keywords, search terms or other identifiers for user in any search engine, portal, sponsored advertising service or other search or referral service that incorporate terms which are identical or similar to the Client or any other trademarks owned by the Client or a Group Company and comply at all times with such reasonable guidelines for use of such trademarks as may be issued from time to time;

(N)not become Customer as well as not ensure such right to any his affiliate person and shall not be entitled to any payment under the Agreement in relation to such persons;

(O)not display Code and Links other than at the Agent’s Internet Site;

(P)not display Code and Links in any offline media without Client’s prior consent and approval;

(Q)not display data from Code and Links via any electronically accessible medium other than via the Agent’s Internet Site without Client’s prior consent and approval;

(R)not do anything that would cause the Client to believe that a Customer has clicked through Code and Links to book Client’s products and services when that is not the case, sometimes known as “cookie stuffing”;

(S)not use Code and Links in a way which proves or is likely to prove detrimental to the Client;

(T)not use Code and Links in any “pop-up” or “pop-under” advertising without without Client’s prior consent and approval;

(U)not target contextual advertising to branded keywords of the Client (12Go.Asia);

(V)not send contextual traffic to the Client's Internet Site, except sending of non-branded contextual traffic to the "White label";

(W)not use branded name of the Client (12Go.Asia) or Group Company in the announcements of contextual advertising.

5.2.The Client’s rights and obligations. Pursuant to the Agreement the Client shall:

(A)have the full right to monitor the Agent’s Internet Site to ensure that the Agent is complying with the terms of the Agreement and will provide the Client with all data and information to enable the Client to perform such monitoring at no cost to him;

(B)provide the Agent with all relevant information duly, on time and with professional care;

5.3.The Client shall use a working tracking-system which is able to determine the Agent's ID or Agent's Internet Site as well as the Client uses cookies which allow the Client to recognize the Agent’s computer when visits the Client’s Internet Site. If a "cookie" is used the tracking time shall be at least thirty (30) days.

The Agent shall be immediately informed if any relevant part of the tracking system or content delivery system is modified within a reasonable period of time and if changes need to be done by the Agent.

The period of time shall be determined by the complexity of the changes. In the event the tracking system is not working properly, the Agent shall be informed immediately in order to be able to take the Client’s content offline. If tracking is not done by a third party, the Agent may ask the Client for comparison of the Client’s internal data to verify the correctness of the tracking.

6.PAYMENTS TERMS

6.1.In consideration of the Services provided by the Agent, the latter shall be entitled for payments stated herein.

6.2.The Agent shall be able to indicate his initial preferred payment option (the “Commission Option”). The chosen option shall be confirmed by the Client.

6.3.The Commission Option shall include agreed percentage or amount set per each sold Client’s product and service to Customers due to the providing of Services by the Agent.

6.4.The Agent may request to change the Commission Option via the Affiliate Program Site no more than once each calendar month. The Client may accept or reject any such request in his complete discretion. If such request is accepted by the Client a new Commission Option will come into effect on the first (1st) date of the following calendar month and will only apply to Customers introduced after this date.

6.5.The Client shall have the full right to modify the Commission Option in his complete discretion as well as to withdraw the Commission Option at any time by giving notice to the Agent. In such case, the Agent shall be required to select another Commission Option via the Affiliate Program Site which will apply to Customers whose date of first registration is on or after Agent’s date of selection.

6.6.The Agent via the Affiliate Program Site will be able to review statements showing the number of Customers introduced by the Agent via Code and Links generation and all payments to the Agent, if any, which have accrued. Such statements are for information purposes only. The Client shall endeavor to ensure that such statements will be updated immediately but is under no obligation to do so.

6.7.All payments are deemed inclusive of any VAT or similar taxes, shall be paid in Thai Baht (THB), shall not be paid to any Client’s account. If the Commission Option is equal to three hundred (300) Thai Baht (THB) or exceeding stated amount the Agent shall be entitled for payment.

6.8.The Agent shall not be entitled to receive any payments in respect of such Customers who:

(A)has been introduced in breach of any term of the Agreement;

(B)makes an initial deposit which is subject to a chargeback or which is reversed for any other reason;

(C)uses Agent’s accounts information or is a direct Agent’s affiliate when signing up for an account;

(D)opens an account using a promotional code which the Agent has promoted and which is either expired or has not been approved by the Client for the Agent to promote;

(E)fails any identity or credit checks carried out by the Client or on its behalf;

(F)is located at the territory from which the Client and Group Company do not accept Customers;

(G)is suspected by the Client of acting in breach of the terms and conditions governing his/her account, betting/gaming transactions, and/or any marketing, promotion or any fraudulent or dishonest activity;

(H)has his/her account closed within twenty five (25) Business Days of the account opening;

(I)becomes known to the Client as a person who does not properly fall within the definition of “Customer”, being a person who had already opened an account with the Client or Group Company at the time he/she opened an account by using Code or by clicking Links at the Agent’s Internet Site.

6.9.In case if any such payment stated in the Clause 6.8 has already been made to the Agent in respect of such Customer, the Agent shall promptly repay an amount paid on receiving notice from the Client. The Client shall be entitled, but not obliged, to set-off any amount owed as a result against future payments.

6.10.The Agent is entitled for payments upon Certificate of acceptance – Invoice (“Invoice”). Both Parties hereby acknowledge and agree that all Invoices are issued and sent electronically via the Affiliate Program Site and must be presented as original invoices. In case of discrepancies, the Agent has the right within three (3) calendar days to reject a submitting any Invoice. In such case, the Parties reconcile discrepancies within relevant period, otherwise an Invoice shall be deemed as confirmed and accepted by the Agent and the latter has no any claim against it and all information, specified in it. All prices are deemed to be exclusive of any tax (VAT, etc.), bank commission or similar to them. The Agent is responsible for paying all costs and expenses incurred in connection with payments, specified hereof. The Agent is entitled for payments on the part of the Client within minimum as fifteen (15) and maximum as thirty (30) calendar days from the Effective date of the Invoice.

7.LICENCE. INTELLECTUAL PROPERTY RIGHTS. SECURITY

7.1.The Client grants the Agent non-exclusive, free of charge, and worldwide right and licence to display parts of Client’s data and further information ( Code and Links) at the Agent’s Internet Site.

7.2.The Agent grants the Client free of charge and worldwide right and licence to integrate and display chosen facilities at the Agent’s Internet Site and provide an access for Customers to Client’s products and services via the Agent’s Internet Site.

7.3.The Agent is not authorized to sublicense all these rights stated herein in any way.

7.4.All IPRs in Code and Links belong to the Client. All IPRs in any third party materials belong to third party owner thereof.

7.5.Nothing in the Agreement purports to grant a licence, provide any warranty or offer any indemnity in respect of any data that is not owned by the Client or Group Company.

In the event that the Agent requires access to any such data, the latter agrees to give the Client an opportunity to secure rights to the same and (if it becomes necessary to do so) the Agent shall be obliged to pay all costs of securing a licence to the same from the relevant third party data owner otherwise the Client may terminate the Agreement immediately.

7.6.Both Parties shall immediately notify each other if any claim or demand are made or action brought against it for any infringement or alleged infringement of any IPR which may affect supply and use of Code and Links.

7.7.The Agent acknowledges and guarantees that he won’t in any way register, apply for, merchandise, sell, offer, solicit, (sub-)license, provide, grant access, forward, publish or distribute domain names similar to such of the Client as well as all Client’s intellectual property rights.

7.8.The Agent acknowledges that a security of Client’s data and his systems is fundamental for business of the Client and Group Company. If the Agent becomes aware of a breach or potential breach of security relating to supply and use of Code and Links, the Agent shall immediately notify the Client of such breach or potential breach and use his best endeavors to ensure that any potential breach does not become an actual breach and/or to remedy any actual breach and its consequences.

8.CONFIDENTIALITY

8.1.During the term of the Agreement and after termination or expiration of the Agreement, both Parties shall not use Confidential Information of each other for any purpose other than in pursuance of their rights and obligations under the Agreement, nor disclose Confidential Information of each other to any person except with prior written consent of the other party and shall follow Good Industry Practice to prevent use or disclosure of Confidential Information.

8.2.This obligation will not apply to any Confidential Information that:

(A)is, or later becomes, public knowledge other than by breach of the provisions of the Agreement;

(B)was known by or is in the possession of the Parties with the full right to disclose prior to its receipt, as evidenced by written records;

(C)is or becomes available on a non-confidential basis from a other source;

(D)is independently developed by the Parties;

(E)is independently received from a third party, with no restrictions on disclosure.

8.3.The unauthorized disclosure of Confidential Information shall mean any actions or inactions of one of the Parties as a result that Confidential Information in any possible form or way (oral, written, electronic or other, including through technical hardware, etc.) becomes known to third parties without prior written consent of the other Party.

8.4.In case of the unauthorized disclosure of Confidential Information by one of the Parties, the latter shall undertake all measures to prevent all losses or other negative consequences and effects caused by such loss or such disclosure as well as further disclosures.

8.5.In any case, the Parties shall be liable for any unauthorized disclosure of Confidential Information.

8.6.Confidential Information shall be disclosed by any Party without prior written consent of the other Party only in the following cases:

(A)to audit organizations (auditors) for carrying out an audit, upon their request, and only in cases when the disclosure of Confidential Information is required for conduction of such an audit. At the same time, the Parties undertake to inform the auditing organization (auditor) that such provided information is Confidential Information in respect of which the auditing organization (auditor) should ensure the requirements of the Agreement;

(B)to public agency, state authority and persons authorized to request such information in accordance with the applicable law, on the basis of a formal request for providing such information or in order for providing state public accountability.

8.7.The Parties may disclose Confidential Information to its directors, officers, employees, advisers, agents and representatives to the extent that such disclosure is reasonably necessary in order to comply with its obligations under the Agreement. The Parties shall be responsible for any breach of the Agreement by such persons, stated herein.

8.8.If there is no any necessity in Confidential Information use pursuant to a requirement of one of the Parties or in case of termination or expiration of the Agreement, the Parties are obliged to return all originals and all copies of Confidential Information to each other, or destroy all copies of Confidential Information in their possession, and (if so requested) shall use all reasonable endeavors to destroy all copies of Confidential Information stored electronically except to an extent that it is obliged to retain such information under any law and regulation.

8.9.Confidentiality and non-disclosure obligation of the Parties shall remain valid for one (1) year also after the termination of the Agreement.

9.FREEDOM OF ACTIONS. EXCEPTIONS

9.1.The Parties may currently or in the future be developing information internally or receiving information from other parties or / and contractors that may be similar to the Agreement and may be in discussions or negotiations with other parties or / and contractors regarding similar commercial relations.

9.2.The Agent shall not assign, novate, declare a trust of or otherwise dispose of the Agreement, or any part thereof, without prior written consent and approval of the Client.

9.3.The Client may assign or subcontract any of his rights and obligations under the Agreement to Group Company at any time without giving notice to the Agent.

9.4.Nothing in the Agreement and no action taken by the Parties pursuant to the Agreement shall constitute, or be deemed to constitute:

(A)the Parties as a partnership, association, joint venture or other co-operative entity; or

(B) authorize one of the Parties to make or enter into any commitments for or on behalf of the other Party.

9.5.Link to the Client’s Internet Site ("Powered by 12Go.Asia as Xenios IT Co., Ltd. system") in search form code is mandatory and should be left without any particular change. This link helps 12Go.Asia as Xenios IT Co., Ltd.(the Client) to maintain deducted development strategy and thus support affiliate partner's network. Orders made with a search form with link "Powered by 12Go.Asia as Xenios IT Co., Ltd. system" removed may be considered as not related to affiliate partner (the Agent) and thus not obliged to be paid to affiliate partner (the Agent) by 12Go.Asia as Xenios IT Co., Ltd. (the Client).

10.LIABILITY. INDEMNITY. LIMITATIONS

10.1.Both Parties are liable for their obligations arising from the Agreement.

10.2.The Client makes no representation that any of his products and services, or those provided by Group Company, will be uninterrupted or error free and, to the fullest extent permissible by law, the Client shall not be liable for the consequences of any such interruptions or errors.

10.3.The Agent acknowledges and agrees that (except as expressly provided in the Agreement) Code and Links, the Affiliate Program Site and all Client’s products and services are provided "AS IS" without warranties of any kind (whether express or implied).

10.4.Neither the Client nor Group Company shall be liable to the Agent for any losses relating to his use of Code and Links or the Affiliate Program Site or any breach of the Agreement by the Client including loss of profits (whether direct or indirect), revenues, goodwill, anticipated savings, data or any type of special, indirect, consequential or economic loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Client and Group Company had been advised of the possibility of the Agent incurring such loss.

10.5.The Agent shall indemnify and hold harmless the Client, Group Company from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by the Client in consequence of any breach by the Agent of his obligations under the Agreement.

10.6.The Agent shall indemnify, defend and hold harmless the Client, his current and former employees, principals (partners, shareholders or holders of an ownership interest, as the case may be) and agents, from and against all claims, including third-party claims, demands, loss, damage or expense (including attorney fees) relating to:

(A)the negligence, recklessness or willful misconduct of the Agent or any party under direction or control of the Agent;

(B)a material breach of the Agreement by the Agent; or

(C)the damage, loss or destruction of any property of the Agent or his Customers, or injury or death to any persons resulting from the actions or inactions of any employee, agent or subcontractor of the Agent insofar as such damage arises out of or is in the course of fulfilling its obligations or default of the Agent, its employees, agents or subcontractors.

10.7.No exclusion or limitation set out in the Agreement shall apply in the case of (i) fraud or fraudulent misrepresentation; (ii) death or personal injury resulting from the negligence of any Party or any of its directors, officers, employees, advisers, agents and representatives.

10.8.The time limit within which the Agent must commence proceedings against the Client or Group Company to recover on any claim shall be one (1) year from the date when the Agent becomes aware or should reasonably have become aware of a breach and that would form the subject of the claim.

10.9.The Parties are not responsible for partial or full default of obligations stipulated in the Agreement if such failure was by reason of Force Majeure.The Parties agreed that Force Majeure shall mean natural disasters, and other abnormal weather conditions, man-made disasters, riots, acts of war, a state of emergency, strikes, embargoes, economic blockade, international economic sanctions, acts and actions of the authorities, which led to the impossibility of execution of the Agreement. In case of Force Majeure, the Parties shall promptly notify each other in writing form. All the deadlines for the execution of the Agreement shall be extended according to the time of Force Majeure. If Force Majeure is for more than two (2) months, the Parties shall hold additional negotiations to find acceptable alternative methods of execution of the Agreement.

11.JURISDICTION

11.1.Where it is applicable, the Agreement shall be governed by and construed in accordance with:

(A)the International standards and regulations:

  • UNIDROIT Principles of International Commercial Contracts 2010;
  • The United Kingdom (UK) Data Protection Act 1998 (DPA 1998);
  • The Privacy and Electronic Communications (EC Directive) Regulations 2003;
  • United Nations Convention on the Use of Electronic Communications in International Contracts (New York, 2005);
  • UNCITRAL Model Law on Electronic Signatures (2001);
  • UNCITRAL Model Law on Electronic Commerce (1996);
  • UNCITRAL Model Law on International Commercial Arbitration (1985), with amendments as adopted in 2006;
  • UNCITRAL Model Law on International Commercial Conciliation (2002);
  • UNCITRAL Arbitration Rules (as revised in 2010);
  • UNCITRAL Conciliation Rules (1980);
  • Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958) (the "New York Convention").

and / or

(B)Laws of Kingdom of Thailand.

11.2.Any and all disputes or discrepancies arising from the Agreement or in connection herewith shall be resolved by amicable settlement. Should the Parties fail to resolve any such disputes or discrepancies by amicable settlement within a reasonable period of time which shall not exceed thirty (30) Business Days, any such disputes or discrepancies (where it is applicable) shall be settled by:

(A)the International Court of Arbitration of the International Chamber of Commerce (Paris, France) in accordance with the International Chamber of Commerce Rules of Arbitration and the Rules for Mediation or in accordance with the UNCITRAL Arbitration Rules (as revised in 2010) and UNCITRAL Conciliation Rules (1980); and / or

(B)Thai Arbitration Institute of Ministry of Justice in accordance with its Arbitration Rules.

12.SEVERABILITY AND ENTIRE AGREEMENT

12.1.The provisions of the Agreement shall be severable if any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law.

12.2.The Agreement embodies the entire agreement of the Parties relating to the subject matter hereof and may be waived, amended or modified only by an instrument in writing signed by the Party against which such waiver, amendment or modification is sought to be enforced, and such written instrument shall set forth specifically the provisions of the Agreement that are to be so waived, amended or modified.

12.3.The Client may modify all or any part of the Agreement at any time. In such case the Client will give the Agent five (5) Business Days notice of any such changes. If the Agent does not agree to changes he may serve notice to terminate the Agreement under the Clause 14.1 before such changes take effect and will not apply for the duration of the notice period set out in this Clause 14.1. If the Agent fails to terminate the Agreement and continue to perform Services, the Agent will be deemed to have accepted all changes stated herein.

13.NOTICES. COMMUNICATION

13.1.The Parties shall together determine a content of any communications concerning the relationship between the Parties. Such communications shall be issued at a time and in a manner agreed by the Parties.

13.2.The Client should send all notices and communications to the Agent by mail addresses provided by the Agent via the Affiliate Program Site or by other way prior mutually agreed by the Parties.

13.3.The Agent should send all notices and communications via the Affiliate Program Site.

13.4. Notices and communications will be deemed received four (4) hours after being sent provided that if such notice would then be deemed to have been received outside the hours of 10:00 to 19:00 (local Thailand time) it will be deemed to have been received at 10:00 on the next Business Day.

14.DURATION AND TERMINATION OF THE AGREEMENT

14.1.The Agreement shall come into effect on the Effective Date, and shall remain in effect for a period of one (1) year. It shall automatically renew for subsequent one (1) year period unless terminated by either Party at any time upon no less than twenty (20) Business days' prior written notice by that Party.

14.2.The Client may terminate the Agreement immediately in the event that:

(A)the Agent breaches any of the terms of the Agreement which, in the case of a breach capable of remedy, has not been remedied within five (5) Business Days of receipt of a notice from the Client specifying the breach and requiring its remedy;

(B)the Agent suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, begins negotiations for or makes any voluntary arrangement with its creditors, becomes subject to an administration order, has an administrative receiver or receivers appointed in respect of the whole or any part of its assets, goes into liquidation (voluntary or otherwise save for any voluntary liquidation entered into solely for the purposes of a bona fide reconstruction or amalgamation);

(C)the Agent is made the subject of a bankruptcy petition or order;

(D)the Agent ceases or threatens to cease carrying on its business;

(E)the Agent, in Client’s opinion, is in breach of the terms of any applicable advertising code of practice including the CAP code and any voluntary codes the Client has agreed to abide by;

(F)the Client ceases to accept Customers from or to advertise in any jurisdiction which is targeted by the Agent’s Internet Site;

(G)the Agent is in the employment of the Client or Group Company at any time after the Effective Date;

(H)the Agent fails to change the web address of the Agent’s Internet Site on the Client’s request in accordance with clause 3.1 (B); or

(I)the Client determines that the Agent’s Internet Site is generating fraudulent traffic or that the Agent is engaged in collusion with any other person. Collusion in this context means an attempt by any person or group of persons to create fraudulent income with a coordinated effort.

14.3.Termination of the Agreement releases both Parties from their obligations to effect and to receive future performance. Termination does not preclude a claim for damages as well as does not effect any provision in the Agreement for the settlement of disputes or any other term of the Agreement, which is to operate even after termination, except the provisions of the Clause 10.8.

14.4.After termination of the Agreement the Agent shall not be entitled to receive any further payments stated in the Article 6 of the Agreement.

14.5.On termination of the Agreement all licences granted to the Agent by the Client shall immediately terminate.

15.FINAL PROVISIONS

15.1.The Parties hereby represent that they are acquainted with meanings of any and all expressions used herein. In case of any doubt, the Parties acknowledge that the meaning of any ambiguous or imprecise expression used herein was explained to them in due course and in a due manner and/or that they themselves established this meaning in due course and in a due manner before entering into the Agreement.

15.2.The Agreement is constituted as the offer of the Client, and the Agent enters into the Agreement by acceptance of the Client’s offer and by entering into the Agreement in accordance with the Clause 2.3.

15.3.The Agreement is valid from the Effective Date.

15.4.When the Agreement is valid, all previous negotiations and correspondence shall lose their force.

15.5.The Agreement is being executed it two (2) originals in English, one for each Party, and each of the originals having equal force and effect. All correspondence, all disputes and discrepancies as well as any court (arbitration) settlement between the Parties are being executed in English. In case of translation the Agreement, as well as any amendment to it and correspondence upon it, into any other language the English version prevails.

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318 DOB Building, Third Floor, Room C2, Rama IV Road,
Mahapreuttharam, Bang Rak, Bangkok 10500, Thailand