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- Dec 13, 2006
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Predatory Term:
Termination
13. TERM AND TERMINATION
13.1. This Agreement shall commence on the Commencement Date and remain in effect until terminated in accordance with the terms of this Agreement.
13.2. The Affiliate may terminate this Agreement with respect to any Brand Website:
13.2.1. for any reason upon 7 days� prior written notice to Gamesys; and
13.2.2. if Gamesys commits a material breach of any term of this Agreement that is irremediable within 7 days of the day on which such breach first occurred.
13.3. Gamesys may terminate this Agreement with respect to any Brand Website, for any reason immediately on written notice to the Affiliate at any time. It is acknowledged, without prejudice to the generality of the foregoing, that Gamesys may elect to terminate this Agreement or any part of it if Gamesys considers that: (i) a promotion published or operated by the Affiliate is: (a) harmful, inappropriate or aimed at undesirable countries; or (b) in any way in breach of this Agreement; or (ii) if the Affiliate sends or causes to be sent (or is alleged to have sent) any form of spam or marketing without explicit consents from a consumer; or (iii) the Affiliate is in breach of any relevant advertising law, regulation or code of practice (including the UK Code of Non-broadcast, Advertising, Sales Promotion and Direct Marketing and the Gambling Industry Code for Socially Responsible Advertising, if applicable); or (iv) if the Affiliate fails to comply with any of its obligations under this Agreement.
13.4. If Gamesys serves notice to terminates this Agreement in accordance with its terms, Gamesys shall be entitled to terminate (in such notice or in a separate notice) any or all other affiliate agreements that it has with the Affiliate at the time of termination of this Agreement.
13.5. Either party may terminate this Agreement with immediate effect by written notice to the other party if: (i) the other party becomes insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 or any statutory modification or re-enactment thereof or equivalent provision in another jurisdiction; or (ii) any step, action, application, order, proceeding or appointment is taken or made by or in respect of the other party in relation to the whole or any part of its undertaking for a voluntary arrangement or composition or reconstruction of its debts, a distress, execution, composition or arrangement with creditors, or winding-up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy or ceasing or threatening to cease to do business, or an analogous event occurs to the other party in any jurisdiction to which it is subject.
13.6. Upon termination of this Agreement or any part of it: (i) the Affiliate shall no longer be entitled to access the Gamesys Affiliates Website or the relevant part of it; (ii) the Affiliate must remove from the Affiliate Website and cease to use and/or distribute (in any way) all relevant Brand Marks and Promotional Content, and disable all relevant Links; (iii) all relevant rights and licenses given to the Affiliate in this Agreement shall immediately terminate; and (iv) (within 5 days of termination of this Agreement in its entirety, the Affiliate must immediately return to Gamesys or (in Gamesys� sole discretion) destroy or permanently delete all the property in the Affiliate�s possession or under its control that either (i) belongs to Gamesys, the Gamesys Group Companies and/or any of their licensors; and/or (ii) contains any Confidential Information of Gamesys.
13.7. If Gamesys terminates this Agreement or any part of it, Gamesys retains the right to withhold Commission otherwise payable to the Affiliate in respect of the month in which such termination occurs and which relates to that portion of this Agreement as may have been terminated.
13.8. After termination, the Affiliate will not be entitled to Commission with respect to Players registered before, on or after the date of termination of this Agreement.
13.9. If Gamesys continues to permit Players who have clicked on Links to register with the relevant Brand Website after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
13.10. The following clauses of this Agreement shall survive termination of this Agreement: 8, 9, 10, 11.1, 11.3, 11.4, 12, 13.6, 13.7, 13.8, 13.9, 13.10, 14, 15, 16 and 17, and any other clauses, the survival of which is necessary for the interpretation or enforcement of this Agreement.
Termination
13. TERM AND TERMINATION
13.1. This Agreement shall commence on the Commencement Date and remain in effect until terminated in accordance with the terms of this Agreement.
13.2. The Affiliate may terminate this Agreement with respect to any Brand Website:
13.2.1. for any reason upon 7 days� prior written notice to Gamesys; and
13.2.2. if Gamesys commits a material breach of any term of this Agreement that is irremediable within 7 days of the day on which such breach first occurred.
13.3. Gamesys may terminate this Agreement with respect to any Brand Website, for any reason immediately on written notice to the Affiliate at any time. It is acknowledged, without prejudice to the generality of the foregoing, that Gamesys may elect to terminate this Agreement or any part of it if Gamesys considers that: (i) a promotion published or operated by the Affiliate is: (a) harmful, inappropriate or aimed at undesirable countries; or (b) in any way in breach of this Agreement; or (ii) if the Affiliate sends or causes to be sent (or is alleged to have sent) any form of spam or marketing without explicit consents from a consumer; or (iii) the Affiliate is in breach of any relevant advertising law, regulation or code of practice (including the UK Code of Non-broadcast, Advertising, Sales Promotion and Direct Marketing and the Gambling Industry Code for Socially Responsible Advertising, if applicable); or (iv) if the Affiliate fails to comply with any of its obligations under this Agreement.
13.4. If Gamesys serves notice to terminates this Agreement in accordance with its terms, Gamesys shall be entitled to terminate (in such notice or in a separate notice) any or all other affiliate agreements that it has with the Affiliate at the time of termination of this Agreement.
13.5. Either party may terminate this Agreement with immediate effect by written notice to the other party if: (i) the other party becomes insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 or any statutory modification or re-enactment thereof or equivalent provision in another jurisdiction; or (ii) any step, action, application, order, proceeding or appointment is taken or made by or in respect of the other party in relation to the whole or any part of its undertaking for a voluntary arrangement or composition or reconstruction of its debts, a distress, execution, composition or arrangement with creditors, or winding-up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy or ceasing or threatening to cease to do business, or an analogous event occurs to the other party in any jurisdiction to which it is subject.
13.6. Upon termination of this Agreement or any part of it: (i) the Affiliate shall no longer be entitled to access the Gamesys Affiliates Website or the relevant part of it; (ii) the Affiliate must remove from the Affiliate Website and cease to use and/or distribute (in any way) all relevant Brand Marks and Promotional Content, and disable all relevant Links; (iii) all relevant rights and licenses given to the Affiliate in this Agreement shall immediately terminate; and (iv) (within 5 days of termination of this Agreement in its entirety, the Affiliate must immediately return to Gamesys or (in Gamesys� sole discretion) destroy or permanently delete all the property in the Affiliate�s possession or under its control that either (i) belongs to Gamesys, the Gamesys Group Companies and/or any of their licensors; and/or (ii) contains any Confidential Information of Gamesys.
13.7. If Gamesys terminates this Agreement or any part of it, Gamesys retains the right to withhold Commission otherwise payable to the Affiliate in respect of the month in which such termination occurs and which relates to that portion of this Agreement as may have been terminated.
13.8. After termination, the Affiliate will not be entitled to Commission with respect to Players registered before, on or after the date of termination of this Agreement.
13.9. If Gamesys continues to permit Players who have clicked on Links to register with the relevant Brand Website after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
13.10. The following clauses of this Agreement shall survive termination of this Agreement: 8, 9, 10, 11.1, 11.3, 11.4, 12, 13.6, 13.7, 13.8, 13.9, 13.10, 14, 15, 16 and 17, and any other clauses, the survival of which is necessary for the interpretation or enforcement of this Agreement.
