Between:
A NOSSA APOSTA – JOGOS E APOSTAS ONLINE, S.A, a public limited commercial company, with headquarters at Rua Luciana Stegagno Picchio, 3, 1549-023 Lisbon with the single registration number and tax identification number 513966420, registered at the competent Commercial Registry Office, with a share capital of € 250,000.00, licensee No. 011 issued by SRIJ – Serviço de Regulação e Inspeção de Jogos do Turismo de Portugal, I.P., which authorizes the company to develop online gaming operations in Portugal, hereinafter referred to as "NOSSA APOSTA" and the natural or legal person identified in the online application form, available via NOSSA APOSTA Site (as defined in Article 2 below) and joining Nossa Aposta Affiliate Program (as defined in Section Two below), hereinafter "Affiliate" is concluded this Agreement governed by the following Articles:
ARTICLE 1
(PURPOSE)
1. The purpose of this agreement is to govern the terms and conditions of Nossa Aposta Affiliate Program (as defined in Section Two below).
2. Nossa Aposta Affiliate Program aims to expand the user base of NOSSA APOSTA Site (as defined in Section Two below), through the promotion, by the Affiliate, of NOSSA APOSTA Site and the services provided by NOSSA APOSTA through NOSSA APOSTA Site, as well as the brands held by NOSSA APOSTA.
3. The promotion of NOSSA APOSTA Site by the Affiliate shall be conducted exclusively through NOSSA APOSTA Materials (as defined in Section Two below) available to the Affiliate subject to the terms and conditions foreseen in this Agreement.
ARTICLE 2
(DEFINITIONS)
For the purposes of this Agreement, the following terms that shall have the meaning given below:
a)Agreement: This agreement;
b)Player Account: Unique and personal account, associated with the registration of a player, used exclusively for the practice of games and online betting through NOSSA APOSTA Site and allows access to and play the games available on NOSSA APOSTA Site;
c)Affiliate Account: The Affiliate's account where the debts and credits under this Agreement are registered and calculated;
d)Deposit: Each and every financial move independently of the means of payment used, through which the player credits his Player Account;
e)Player: Individual and physical person, not banned from gambling, registered on NOSSA APOSTA Site and holder of a Player Account;
f)NOSSA APOSTA Materials: All the materials developed by NOSSA APOSTA, namely, artwork, banners, html mailers, signs, brandings, editorial columns, lettering, symbols, images, text, data, logos, names, brands, graphic design, sounds, audios, videos, drawings, illustrations, domains, photographies, graphics, links (hyperlinks) or other materials provided by NOSSA APOSTA to the Affiliate in order to promote NOSSA APOSTA Site and all the services and products contained therein;
g)New Player: Individual and physical person not banned from gambling who does not have an account at NOSSA APOSTA and who opens a Player Account at NOSSA APOSTA and fulfils the following conditions:
i.Deposits a minimum of € 20.00 (twenty euros);
ii.Places one or more bets in real money in one or more products available on NOSSA APOSTA Site;
iii. Arrives at NOSSA APOSTA Site through a link placed on the AFFILIATE Site (as defined in this Article), such link being previously approved and provided by NOSSA APOSTA.
h)Affiliate Platform:A safe and only access platform through which the Affiliate may consult at any time all the Affiliate Account movements;
i)Nossa Aposta Affiliate Program:The program developed by NOSSA APOSTA which aims to promote the Registration of New Players and the products and services provided by NOSSA APOSTA through NOSSA APOSTA Site;
j)Registration:The act of a Player opening a Player Account at NOSSA APOSTA Site;
k) AFFILIATE Site:The website(s) explored by Affiliate and through which NOSSA APOSTA Site will be promoted as well as all the services and products contained therein;
l) NOSSA APOSTA Site: The site explored by NOSSA APOSTA, available at www.nossaaposta.pt, through which it develops the exploration of chance games in Portugal, as well as any other licensed site in Portugal notified in writing from time to time by NOSSA APOSTA to the Affiliate.
ARTICLE 3
(ENTRY INTO FORCE OF THE AGREEMENT)
1. This Agreement shall be concluded and enter into force on the date on which NOSSA APOSTA confirms, in writing, to the Affiliate that it was accepted as an Affiliate.
2. The Affiliate agrees and acknowledges that only NOSSA APOSTA will pay any amount that is due under this Agreement after it enters into force.
ARTICLE 4
(JOINING NOSSA APOSTA AFFILIATE PROGRAM)
1. To enroll in NOSSA APOSTA Affiliate Program, the Affiliate shall complete and submit the application via the online application form, available at NOSSA APOSTA Site and must fill in all fields indicated.
2. The Affiliate accepts and expressly acknowledge that is solely liable for the truthfulness, accuracy, timeliness and authenticity of the data provided at the time of filling the online application form, and should keep it permanently updated.
3. NOSSA APOSTA will assess, after the Affiliate complete and submit the online application form, the application, proceeding to approve or reject the same, and may require the Affiliate to send all the data, documents and information considered relevant to perform such evaluation.
4. The Affiliate accepts and expressly recognizes that NOSSA APOSTA has the right to reject and refuse any application, according to his sole and absolute discretion and for any reason whatsoever.
ARTICLE 5
(PROMOTION OF NOSSA APOSTA SITE AND THE USE OF NOSSA APOSTA MATERIALS)
1. The Affiliate is expressly obliged, during the term of this Agreement, to promote, permanently, the NOSSA APOSTA Site and have active in the AFFILIATE Site a link to NOSSA APOSTA Site, and should use for this purpose only the link available at the Affiliate Platform and NOSSA APOSTA Materials.
2. All NOSSA APOSTA Materials are property of NOSSA APOSTA including, text, data, images, graphics, sounds, audios, videos, drawings, illustrations, marks, domains, logos, pictures and all other information and are protected under the general terms of law and by national and international legislation on the protection of copyright and intellectual property.
3. NOSSA APOSTA has and will continue to hold all intellectual property rights of NOSSA APOSTA Materials, as well as for all the copies or reproductions developed from NOSSA APOSTA Materials, regardless of the type, nature, form, content or means of reproduction or copying.
4. The Affiliate expressly acknowledges and accepts that the use of NOSSA APOSTA Materials by the Affiliate does not confer any right, title or interest, of any nature whatsoever, regarding NOSSA APOSTA Materials.
5. NOSSA APOSTA Materials will be made available in the Affiliate Platform.
6. The Affiliate agrees and acknowledges that it is expressly forbidden to use NOSSA APOSTA Materials for any other purpose than promoting NOSSA APOSTA Site.
7.The Affiliate agrees and acknowledges that it is forbidden the production and use of any advertising or promotion materials apart from NOSSA APOSTA Materials, so the Affiliate shall not, under any circumstances, (a) produce or use any advertising or promotion materials, produced or conceived by himself or any third party, to promote NOSSA APOSTA Site, and/or the products and services provided by NOSSA APOSTA through the NOSSA APOSTA Site, or (b) promote and/or disclose NOSSA APOSTA Site and/or the products and services provided by NOSSA APOSTA through NOSSA APOSTA Site through the use of iframes, pop ups and pop under, without the prior written and express consent of NOSSA APOSTA.
8. The Affiliate agrees and acknowledges that it is expressly forbidden the production or design, by himself or any third party, of any advertising or promotion materials with the aim or purpose of promoting NOSSA APOSTA Site and/or the products and services provided by NOSSA APOSTA through NOSSA APOSTA Site.
9. The Affiliate agrees and acknowledges that it is expressly forbidden to alter, modify, or correct, and publish, reproduce, communicate, copy, distribute, transmit, distribute, use, disclose, modify, sell, publish or make available to third parties, by any means, directly or indirectly, partially or totally, free of charge or not, any of the NOSSA APOSTA Materials, without the prior written and express authorization from NOSSA APOSTA.
10. The Affiliate is obliged to expressly respect any indications regarding NOSSA APOSTA Materials with detailed information about their usage, namely, dates and timeframes in which they should be inserted or activated in the AFFILIATE Site.
11. The Affiliate accepts and expressly acknowledges that is solely liable for the management, maintenance and updating of the AFFILIATE Site, and should ensure, at any time, that all NOSSA APOSTA Materials in the AFFILIATE Site are kept up-to-date and are accurate.
12. The Affiliate accepts and expressly recognizes that NOSSA APOSTA may at any time view and analyze the AFFILIATE Site in order to verify the fulfillment of all obligations established under this Agreement, and may also notify the Affiliate to make any changes that NOSSA APOSTA finds relevant or appropriate, being the Affiliate obliged to implement such changes in the shortest time possible.
13. The Affiliate agrees and acknowledges that it is forbidden to promote the NOSSA APOSTA Site apart from the insertion in the AFFILIATE Site of a link to NOSSA APOSTA Site, without prejudice to the following paragraph.
14. The Affiliate may refer to, in his advertising and promotion materials, that NOSSA APOSTA Site is accessible through the AFFILIATE Site, if the following cumulative conditions are fulfilled:
a) Include only and solely NOSSA APOSTA Site domain/name; and
b) A font other than the one used in any of the NOSSA APOSTA brands and / or logos is used; and
c) Do not include any NOSSA APOSTA brand or logo; and
d) Does not indicate, suggests or implies, explicitly or implicitly, directly or indirectly, that NOSSA APOSTA sponsors, authorizes, is at the origin, manages or is liable for the AFFILIATE Site; and
e) Do not put into question, harm or constitute a violation, actual or potential, of any right or interest of NOSSA APOSTA as well as any legal rule, regulation or provision, regulatory or administrative.
15. The Affiliate agrees and acknowledges that it is forbidden, in any way or means, to alter, modify, delete, replace, redirect or delete the link to NOSSA APOSTA Site.
16. The Affiliate expressly acknowledges and accepts that it is not authorized to make use of NOSSA APOSTA Materials as well as the contents of NOSSA APOSTA Site, for personal purposes, without prejudice of the applicable legal rules.
17. The Affiliate agrees and acknowledges that it is forbidden to register or promote registration by himself or by any third party, of any trademark, domain or other intellectual and/or industrial property right which contains, or is similar to, any name, brand, domain or other intellectual and/or industrial property right of NOSSA APOSTA.
18. The Affiliate accepts and expressly acknowledges that is solely liable for the use of NOSSA APOSTA Materials, being obliged to fulfill and respect fully and without any reservation all applicable laws, namely the Portuguese Copyright and Neighbouring Rights Code, the Portuguese Industrial Property Code and the Portuguese Cybercrime Law.
19. The Affiliate accepts and expressly acknowledges that is solely liable for any damage or harm, direct or indirect, including consequential damages, lost profits and moral damage caused to himself, to NOSSA APOSTA or any third party arising from the use of NOSSA APOSTA Materials by the Affiliate, being obliged to pay all claims, fines or penalties that result from the use of NOSSA APOSTA Materials by the Affiliate.
20. The Affiliate hereby expressly accepts and acknowledges that the breach of any of the obligations set forth in this Article entitles NOSSA APOSTA to terminate this Agreement immediately, and the Affiliate shall forfeit the right to any fee that may be due in date of termination.
ARTICLE 6
(DECLARATIONS AND WARRANTIES)
1. The Affiliate expressly declares and warrants that:
a) It is the sole holder of the AFFILIATE Site;
b) It is legally authorized and has all the legal, regulatory and administrative licenses and permits needed to promote and advertise NOSSA APOSTA Site and/or the products and services provided by NOSSA APOSTA;
c) Has the legal and necessary authorization to sign and fulfill, fully and without any reservations, this Agreement;
d) Under no circumstances will mask the destination URL information ("Uniform Resource Locator") or use any other technique that can hide the URLs of NOSSA APOSTA Site.
e) Under no circumstances will prejudge or interfere with the use of NOSSA APOSTA Site by any means, directly or indirectly, partially or completely, and will always fulfill any legal, regulatory or administrative rule or regulation related to or associated with the use of NOSSA APOSTA Site;
f) Under no circumstances will introduce, create, enter, store and transmit or allow access by any means, directly or indirectly, partially or completely, to any type of viruses, worms, Trojan horses, scripts, programs, systems or files that cause or may cause the limitation or destruction of all or part of NOSSA APOSTA Site contents or any of its functionalities;
g) Under no circumstances will practice, encourage, promote or advertise, by any means, directly or indirectly, the transmission or send unsolicited, not authorized or legally prohibited contents or materials, in particular, junk mail, spam, chain letters or unsolicited marketing activities or aimed at minors;
h) Does not allow and does not authorize, under any circumstances, and in any way, the inclusion or availability in the AFFILIATE Site of any content that violates any rule or statutory or administrative provision or regulation, or has, or is likely to have, a defamatory, offensive, threatening, obscene or libelous nature, or can incur in any civil and/or criminal liability;
i) Does not allow and does not authorize, under any circumstances, and in any way, the transmission or delivery of illegal or unauthorized content through the AFFILIATE Site;
j) Does not allow and does not authorize, under any circumstances, and in any way, the inclusion or availability on the AFFILIATE Site of any mention or reference, express or implied, direct or indirect, to any entity that is not licensed to have an activity in Portugal, namely operating of online gambling and betting;
k) Does not allow and does not authorize, under any circumstances, the inclusion or availability on the AFFILIATE Site of any content that incites or urges, in any way, violence, terrorism, racism, pedophilia, human trafficking or contain messages which, by their nature, are or may be considered discriminatory, in particular, based on sex, gender, race, ethnicity, language, origin, nationality, ancestry, religion, beliefs or political and ideological preferences, education, economic situation, social condition or sexual orientation.
2. The Affiliate accepts and expressly recognizes that the violation or failure to comply with, at any time, any of the declarations and warranties set out in this Article entitles NOSSA APOSTA to terminate immediately this Agreement, and the Affiliate shall forfeit the right to any fee that may be due in date of termination.
ARTICLE 7
(AFFILIATE ACTIVIVY)
1. The Affiliate accepts and expressly recognizes that NOSSA APOSTA reserves the right to determine, at any time, a minimum number of New Players that should register at NOSSA APOSTA after arriving at NOSSA APOSTA Site through the link placed on the AFFILIATE Site.
2. The Affiliate accepts and expressly acknowledges that if the minimum number of New Players defined by NOSSA APOSTA in the preceding paragraph is not reached, NOSSA APOSTA may terminate immediately this Agreement, without such termination causing to the Affiliate any right or compensation, and without prejudice to the payment of the amounts that might be due by NOSSA APOSTA to the AFFILIATE at that date.
ARTICLE 8
(NON-EXCLUSIVITY)
The Affiliate explicitly agrees and acknowledges that will fully exercise his activity as non-exclusive affiliate, and NOSSA APOSTA shall have the right to contract the same services or similar to the one foreseen in this Agreement, at any time, with any third parties, granting, in whole or in part, the rights set forth in this Agreement.
ARTICLE 9
(FEES)
1. The Affiliate shall be paid as follows:
a) Up to € 5.000,00 (five thousand euros) of net monthly gaming revenue generated from New Players who remain active, and who have registered after arriving at NOSSA APOSTA Site through the link placed on the AFFILIATE Site : 20% (twenty percent) of game net revenue;
b) Between € 5.000,01 (five thousand euros and one cent) and € 15.000,00 (fifteen thousand euros) of net monthly gaming revenue generated from New Players who remain active, and who have registered after arriving at NOSSA APOSTA Site through the link placed on the AFFILIATE Site : 30% (thirty percent) of game net revenue;
c) From € 15.000,01 (fifteen thousand euros and one cent) of net monthly gaming revenue generated from New Players who remain active, and who have registered after arriving at NOSSA APOSTA Site through the link placed on the AFFILIATE Site: 40% (forty percent) of game net revenue.
2. The net gaming revenue is calculated after the deduction from the gross gaming revenue the following amounts:
a) Amount paid;
b) Cancelled, refunded, reversed, or charged-back bets;
c) Bonuses;
d) Jackpot contributions;
e) Royalties;
f) Costs and administrative and operating expenses;
g) Taxes, fees and licenses arising from legal, tax, administrative or regulatory obligations;
h) Affiliates payment processing fees.
3. The Affiliate accepts and expressly recognizes that NOSSA APOSTA reserves the right to change, at any time, and according to his sole and absolute discretion, the fees set out in this Article, giving, to this effect, prior notice to the Affiliate.
5. The Affiliate agrees and acknowledges that it is forbidden to pay, compensate, finance, support or in any way make up for the New Players that register in NOSSA APOSTA Site after arriving at NOSSA APOSTA Site through the link placed on the AFFILIATE Site.
ARTICLE 10
(PAYMENT)
1. The calculation of the fees foreseen in this Agreement shall be made monthly by NOSSA APOSTA, being such amount calculated with reference to the net gaming revenue of the previous month.
2. The payment foreseen in this Agreement will be made until 45 (forty five) days after the end of the respective month.
3. The payment is subject to a minimum amount of 200€ for all available payment methods.
4. If the amount due in each month is less than minimum threshold, it shall be carried over to the following month and shall be payable when it collectively exceeds the minimum threshold.
5. The Affiliate may, at any time, change the payment method chosen.
ARTICLE 11
(MEMBERSHIP PROGRAM)
1. NOSSA APOSTA may define, according to his sole and absolute discretion, a Membership Program, which will aim to encourage and provide value to the activity developed by the Affiliates.
2. Affiliates may join the Membership Program, without any obligation, if they accept the terms and conditions of such Membership Program.
ARTICLE 12
(AFFILIATE PLATFORM AND AFFILIATED ACCOUNT)
1. NOSSA APOSTA will allow the access to the Affiliate Platform to the Affiliate.
2. The access to the Affiliate Platform will be granted by making available to the Affiliate a username and a password of his choice.
3. The username and password are personal and exclusive to the Affiliate, so it cannot be disclosed, revealed, given, shared or transmitted in any way to any third party.
4. The Affiliate is expressly obliged not to create more than one Affiliated Account or to transfer, assign or convey, the Affiliate Account to any third party.
5. The Affiliate is expressly obliged not to assign, transfer or convey his position in this Agreement to any third party.
6. The Affiliate is expressly obliged not create any Affiliate Account by, in the name of, or on behalf of any third party.
7. The Affiliate accepts and expressly recognizes that the violation of any of the obligations foreseen in this Article entitles NOSSA APOSTA to terminate immediately this Agreement, and the Affiliate shall forfeit the right to any fee that may be due on date of termination.
8. The Affiliate accepts and expressly recognizes that NOSSA APOSTA does not guarantee the privacy and confidentiality of the information transmitted or sent by the Affiliate via Internet, nor warrant that the Affiliate Platform will operate uninterruptedly nor that is free and without any errors, viruses or other malicious or harmful elements, also recognizing that in these situations NOSSA APOSTA shall not be liable for any loss or damage, direct or indirect, including consequential damages, lost profits and moral damages suffered by the Affiliate.
9. The Affiliate accepts and expressly recognizes that the access and use of the Affiliate Platform are subject to failure, malfunction, disconnection, interference and disruptions, which might result in, amongst others, breakdowns, overloads or other reasons beyond the control or availability of NOSSA APOSTA, also recognizing that in these situations NOSSA APOSTA shall not be liable for any loss or damage, direct or indirect, including consequential damages, lost profits and moral damages suffered by the Affiliate.
ARTICLE 13
(CONFIDENTIALITY AND PERSONAL DATA)
1. The Affiliate is expressly obliged to maintain in complete confidentiality and not disclose, assign, share, transmit, directly or indirectly, not use for his own benefit or allow duplication, use or disclosure of any Confidential Information that he will have knowledge or access, by any means or format, directly or indirectly, for any way (tangible or intangible), within the framework of this Agreement.
2. For the purposes of this Agreement, it is considered Confidential Information all information, regardless of its nature or format, including commercial information, financial and technical, about the activity and business of NOSSA APOSTA, namely, NOSSA APOSTA Materials, the organization, operating procedures, safety rules, costs, investment, services, secrets, experience in business operation or any similar data, ideas, concepts, designs, plans, software in source code or object code, business plans, formulas, interconnection data, customers, employees, or any entities related to NOSSA APOSTA, including information concerning the customers of these entities, that NOSSA APOSTA has or will make available to the Affiliate or of which the Affiliate becomes aware or get access to, within the framework of this Agreement.
3. The obligation of confidentiality covers the reproduction of Confidential Information in any format, unless the reproduction of such confidential information is strictly necessary for the performance of this Agreement.
4. The Affiliate shall ensure and endeavor to guarantee that all employees who have, or may have, access to and process Confidential Information sign a written agreement through which they became liable for fulfilling the obligations of confidentiality imposed to the Affiliate, but such written agreement does not exonerate the Affiliate of his own liability towards NOSSA APOSTA.
5. The Affiliate is obliged to return, after the termination of this Agreement for any reason or cause, to NOSSA APOSTA all Confidential Information, in all formats, namely, NOSSA APOSTA Materials, documentation, working procedures and manuals in the AFFILATE possession, that have been provided by NOSSA APOSTA or of which the AFFILIATE had been made aware or had access by any means, being also expressly obliged not to keep any original or copy, whether written, digital, magnetic or of any other format, of Confidential Information, and also to destroy or delete all the formats containing all or parts of any Confidential Information or based totally or partially in any Confidential Information.
6. In case of breach of any obligation foreseen in this Article, and without prejudice to any criminal liability arising from such breach, the Affiliate shall indemnify NOSSA APOSTA and/or third parties for all damages caused.
7. The obligations set forth in this Article enters into force in the date NOSSA APOSTA confirms, in writing, to the Affiliate that it was accepted as an Affiliate and shall continue after the termination of this Agreement by any reason.
8. The Affiliate hereby expressly accepts and acknowledges that the breach of any of the obligations set forth in this Article entitles NOSSA APOSTA to terminate this Agreement immediately, and the Affiliate shall forfeit the right to any fee that may be due in date of termination.
9. NOSSA APOSTA shall be liable, as provided by law and regulations, for the processing of any personal data collected within the framework of this Agreement.
ARTICLE 14
(SUSPENSION AND CANCELLING OF PLAYER ACCOUNTS AND LAYERS SELF-EXCLUSION)
1. The Affiliate accepts and expressly recognizes that NOSSA APOSTA may, as provided by contract, law and regulations, to suspend, cancel or deactivate of one or more Players Account, without causing the Affiliate any rights to damages compensation, without such suspension, cancelling or deactivation causing to the Affiliate any right or compensation, and without prejudice to the payment of the amounts that might be due by NOSSA APOSTA to the AFFILIATE at that date.
2. The Affiliate accepts and expressly recognizes that the self-exclusion of a player, as provided by law and regulations, do not entitled the Affiliate to any right or compensation, and without prejudice to the payment of the amounts that might be due by NOSSA APOSTA to the AFFILIATE at that date.
ARTICLE 15
(DURATION AND TERMINATION OF THE AGREEMENT)
1. This Agreement will last indefinitely until either of the Parties terminate this Agreement by giving the other Party a 30 (thirty) day prior written notice.
2. The Affiliate accepts and expressly recognizes that NOSSA APOSTA reserves the right, at any time, at his sole discretion and without reservation, to amend, alter, delete or add to any of the provisions of this Agreement, by giving the Affiliate by email a 15 (fifteen) day prior written notice. The Affiliate may, if does not accept the proposed amendments, terminate this Agreement, by giving NOSSA APOSTA a prior written notice until 5 (five) days before the entry into force of the amendments.
3. This Agreement may be terminated by either Party in the event of failure to comply or defective performance by the other Party of the obligations foreseen in this Agreement. The non-defaulting Party shall give the other Party (defaulting Party) written notice thereof, providing, for this purpose, a period not greater than 15 (fifteen) days to cure such default; if such default is not cured within the period set forth, the Agreement shall be deemed automatically terminated.
4. NOSSA APOSTA may terminate immediately and without prior notice this Agreement in the event of failure to comply or defective performance by the Affiliate of obligations foreseen in the following articles:
a) Article 5 ("PROMOTION OF NOSSA APOSTA SITE AND USE OF NOSSA APOSTA MATERIALS"); or
b) Article 6 ("DECLARATIONS AND WARRANTIES"); or
c) Article 12 ("AFFILIATE PLATFORM AND AFFILIATE ACCOUNT"); or
d) Article 13 (“CONFIDENTIALITY AND PERSONAL DATA").
5. In the event of failure to comply or defective performance by any of the Parties of the obligations foreseen in this Agreement, the defaulting Party shall indemnify and hold the non-defaulting Party harmless regarding any losses, complaints, liabilities, rulings, legal actions, costs, fees and expenses borne by the nondefaulting Party.
ARTICLE 16
(EFFECTS OF TERMINATION OF THE AGREEMENT)
1. The Affiliate is obliged, after the termination of this Agreement, by any reason, to:
a) remove immediately NOSSA APOSTA Materials from the AFFILIATE Site and disable all links to NOSSA APOSTA Site;
b) promptly return all NOSSA APOSTA Materials to NOSSA APOSTA, and do not keep any original, as well as any copy or format, whether written, digital, magnetic or of any other format, of NOSSA APOSTA Materials;
c) cease immediately all references in any advertising or promotion materials to NOSSA APOSTA Site and/or to the products and services provided by NOSSA APOSTA in NOSSA APOSTA Site.
2. Upon the termination of this Agreement, NOSSA APOSTA shall, where applicable, proceed to the payment of values that may be due to the Affiliate by NOSSA APOSTA at the date of termination.
3. The Affiliate accepts and expressly recognizes that shall be entitled only to fees that may be due on the date of termination of this Agreement.
4. The Affiliate accepts and expressly recognizes that the payment of the fees that may be due on the date of termination of this Agreement, will be made by NOSSA APOSTA no later than 60 (sixty) days from the date of termination.
ARTICLE 17
(Force Majeure)
1. The Parties agree and acknowledge that any of the implementation deadlines set out in this Agreement shall be extended whenever there is an event of Force Majeure.
2. It is considered an event of Force Majeure the natural fact, the unpredictable or unavoidable situation, whose effects are beyond the control or circumstances of the Parties, such as war or subversion acts, epidemics, hurricanes, earthquakes, fire, lightning, floods, general and sectoral strikes and any other similar events that prevent compliance with this Agreement.
3. The Party that invokes the event or Force Majeure shall, as soon as taking knowledge of it, notice in writing the other Party and make proof of such event of Force Majeure and its consequences in the implementation of this Agreement.
4. If, and when, the event of Force Majeure makes fully impossible to comply with the obligations foreseen in this Agreement, any of the Parties might terminate it immediately, without such termination causing any right or compensation to any Party.
ARTICLE 18
(Other Provisions)
1. This Agreement fully corresponds to the agreed between the Parties and supersedes any negotiations, documents, agreements and contracts between the Parties relating to the same matter prior to the date of its entry into force.
2. If any provision of this Agreement is found to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect, unless it is shown that the Agreement would not have been completed without the invalid part, as the Parties shall replace the invalid or unenforceable provision Article by another that reproduces to the extent permitted the will of the Parties.
3. Any failure by any of the Parties to enforce or to exercise at any time any right under the Agreement shall not be construed as a waiver of any such term or right and shall in no way affect its right later to enforce or exercise it.
4. The Affiliate accepts and expressly acknowledge that this Agreement shall not, under any circumstances, create, be understood, considered or seen as a partnership agreement, agency, association, joint-venture, consortium, complementary company group or any other similar agreement, representation or franchise, nor constitutes any employment relationship, and the Parties shall keep and maintain full autonomy and independence, being independent contractors.
5. Any written communication to NOSSA APOSTA should be made through the contact area available in the Affiliate Platform or directly by email to the address afiliados@nossaaposta.pt.
6. The Affiliate accepts and expressly recognizes that NOSSA APOSTA can send any communication or notification within the framework of this Agreement to the email address indicated by the Affiliate in the online application form, available at NOSSA APOSTA Site.
ARTICLE 19
(LAW AND JURISDICTION)
1. This Agreement is governed by Portuguese law.
2. For the resolution of any dispute arising from this Agreement shall be competent solely the courts of Lisbon.