SmartAff Partners Terms of Use

Please read this Agreement carefully before you accept it. Once you accept this Agreement it becomes binding upon you / the organization (‘Referral Company’) that you represent. If you do not have the right to represent the Referral Company of it you do not wish to accept all the terms and conditions of this Agreement, then you must not accept this agreement, you must not complete the Registration Form and you must not link to the Service (as defined below) OR, if you already have done so, you should contact us immediately.

You should print and store this SmartAff Partners Marketing Agreement and the completed Commission Signup Form.

1. General Provisions

1.1. This Agreement is between Golden Genie LTD, at Makariou III, 34, Hadjiyianni Building, 2^nd Floor, Flat/Office 203, 3065 Limassol, Cyrpus(referred to in this Agreement as “Golden Genie ” or “SmartAff Partners”) and the individual or entity stated as ‘Referral Company’ in the Affiliate Signup Form.

1.2. Reference to the ‘Referral Company’ or ‘you’ or ‘your’ is a reference to the entity or person stated in the Affiliate Signup Form under ‘Beneficiary’ in the ‘Company / Organisation’ title.

1.3. If the information provided in the Affiliate Signup Form is not true or not correct or if the person submitting the Affiliate Signup Form is not authorised to act on behalf of the Referral Company, then without prejudice to any other actions that may be available to SmartAff Partners, the person submitting the Affiliate Signup Form shall be bound by this Agreement and all the references to ‘Referral Company’ in this Agreement shall be references to the person who submitted the Affiliate Signup Form and/or on whose behalf the said Form is submitted.

1.4. You declare that you are over 18 years of age.

1.5. You and the Referral Company declare and warrant that the information that you provided in the Affiliate Signup Form is true, complete and correct. You shall notify SmartAff Partners immediately of any change in the information provided in the Affiliate Signup Form.

1.6. You agree that SmartAff Partners may, at its discretion, carry out verification checks of you and require you to provide certain documents for verification purposes. You agree that you will, when requested, promptly provide documents for the purposes of proof of identity, proof of residence and address, proof of age as may be necessary, in particular:

where the Referral Company is a physical person, you will provide upon request a copy of the official identification document with your photo, document proving your age and your address (such as a utility bill or a bank statement showing your name and address); or

in all other cases you will provide a copy of the certificate of incorporation or similar, statute or constituting documents showing shareholders and directors of the entity, certificate of good standing or similar, utility bill or bank statement showing the company name address.

1.7. The Agreement becomes binding upon the Referral Company / you once you indicate in the Affiliate Signup Form of your acceptance of this Agreement and/or link to any part of the Service as defined in clause 2 of this Agreement.

1.8. This Agreement may be amended from time to time by SmartAff Partners by notifying the Referral Company either by email or by posting a new version of the Agreement on SmartAff Partners’s website. In case of an amendment dealing with changes of legislation or regulatory policies, security requirements, detection or prevention of illegal activities (such as fraud) or similar matters, the amendments shall become binding on you immediately upon notification. In other cases an amendment becomes binding after 7 days from notification. It is your sole responsibility to check SmartAff Partners’s website to ensure that you are aware of the latest version of the Agreement. If an amendment to this Agreement is not acceptable to you, your sole remedy is to terminate this Agreement. Your continued acting under this Agreement and/or promoting the Service signifies your approval and acceptance of the amendment.

1.9. You undertake to carry out your obligations under this Agreement only for the commercial purposes intended herein, i.e. to promote the Participating Sites, and for no other purpose whatsoever (whether for hedging purposes or otherwise).

1.10. Unless explicitly stated otherwise in any of the supplementary rules, in case of any discrepancy between the supplementary rules and the above-mentioned SmartAff Partners Marketing Agreement, the provisions of this SmartAff Partners Marketing Agreement shall prevail.

2. Definitions and Interpretation

2.1. In this Agreement the following words and phrases shall have the meaning stated below:

2.1.1. “Agreement” means this SmartAff Partners Marketing Agreement, as may be modified, the Affiliate Sign-Up Form and all supplementary rules (which include rules, policies, guidelines) that may be provided by SmartAff Partners from time to time by email or generally on SmartAff Partners’s website https://www.SmartAffPartners.com or by a link to another website, which all form an integral part of this Agreement.

2.1.2. ‘Service’ under this Agreement means any service offered on any of the Participating Sites as defined below.

2.1.3. ‘Participating Sites’ means

(a) www.Spinlira.com and all of its derivatives,

which are websites owned and operated by Golden Genie and which websites SmartAffPartners is authorized to promote.

Additional websites may be added by SmartAff Partners and you can accept to promote them by expressly activating your account for these websites. Once you do so, such additional website will be automatically included as the “Participating Site” under this Agreement.

2.1.4. “SmartAff Brand” shall mean brands, trademarks and trade names owned by SmartAff Partners or any other Golden Genie  (“Golden Genie”), including the brands (a to h) and related trademarks.

2.1.5. “Player” means any person using the Service or any of the Participating Sites.

2.1.6. “Referred Player” means any Player, not being a Player previously registered at any of the Participating Sites, who as a result of an independent effort of the Referral Company, (1) has been referred to any of the Participating Sites by the Referral Company, and (2) has properly registered and opened an account with any of the Participating Sites, as may be required by the Golden Genie  operating the Service, and (3) has been verified and accepted as a Player at any of the Participating Sites, and (4) has fulfilled any qualification conditions as may be prescribed by the Golden Genie  operating the Service, and (5) has made the first real money deposit into the said account, as determined solely by SmartAff Partners on the basis of information registered on the relevant Participating Site’s or SmartAff Partners’s system, and (6) has not become a Dormant Player. For the avoidance of doubt, once the Player becomes a Dormant Player, he/she permanently ceases to be a Referred Player under this Agreement and no deposits of a Player who has previously become a Dormant Player shall be included in the calculation of the Referral Commission.

2.1.7. “Players’ Data” shall mean any information about Players, whether arranged in a database or otherwise, including but not limited to their contact data and other personal data, and “Player’s Data” shall be construed accordingly.

2.1.8. “Referral Commission” shall mean the amount due to the Referral Company for the services rendered under this Agreement, calculated as provided in clause 5 of this Agreement.

2.1.9. ‘Referral Website’ shall mean the website or websites stated under ‘Website’ in the Affiliate Signup Form and as may be added or amended from time to time.

2.1.10. ‘Referral Services’ the services undertaken under this Agreement by the Referral Company as stated in clause 3.1. herein.

2.1.11. ‘Commission Account’ shall mean the account that the Referral Company opens on SmartAff Partners’s or other Golden Genie’s system, as may be decided by SmartAff Partners, into which the Referral Commission is paid to the Referral Company.

2.1.12. “Net Revenue” for any particular period of time shall mean Gross Revenue for the same period of timeless licence fees, betting and gaming taxes,admin fee, payment costs, bonuses and/or loyalty bonuses, jackpot contribution, rakebacks given to the Referred Players and chargebacks/refunds.

2.1.13. Gross Revenue” for any particular period of time shall mean the real money revenue generated by the Referred Players as a result of them using the Service on the Participating Sites.

2.1.14. “Partner Brand” shall mean a brand, trademark, trade name or a domain name, being operated as a skin or a white label on any of the Participating Sites, as may be amended from time to time by SmartAff Partners. For the current list of Partner Sites please click here. It is your responsibility to check the current list of Partner Sites by checking the latest version of this Agreement as published on SmartAff Partners’s Website.

2.1.15. “Dormant Player” shall mean a Player who, after becoming a Referred Player, has not made any real money deposit into his player account with any of the Participating Sites for twelve consecutive months

2.2. Clause headings are for information purposes only.

3. Rights and Obligations of the Referral Company

3.1. The Referral Company shall carry out marketing, advertising and promotion of the Participating Sites and refer prospective Referred Players to the Participating Sites via the Referral Website (“Referral Services”) in accordance with the terms and conditions of this Agreement.

3.2. The Referral Company shall perform Referral Services actively, effectively, with the best of its ability with the view of making the Service a successful long-term venture and maximising the benefit for SmartAff Partners and the Referral Company.

3.3. The Referral Company shall provide space for banners and links promoting the Service on the Referral Website and, if approved by Golden Genie (GWE), on other websites and media channels.

3.4. Unless specifically agreed otherwise, all marketing material to be used by the Referral Company for carrying out the Referral Service shall be provided by SmartAff Partners at no cost to Referral Company.

3.5. Subject to its obligations under clauses 3.6, 3.7, 3.8, 3.10, 3.11 and 3.14 Referral Company shall carry out its Referral Services as it deems appropriate and effective. The Referral Company shall be solely responsible for the manner in which the Referral Services are carried out and, in respect of marketing material not provided by SmartAff Partners, for the content of the said marketing material.

3.6. For any content of any promotion, advertising or marketing done by the Referral Company using any of the Golden Genie  Brand, whether by way of banners, adverts or otherwise, the Referral Company shall at all times obtain and maintain a prior written approval from SmartAff Partners. In case marketing material provided by SmartAff Partners, the provision of such material shall be considered as approval to use such material.

3.7. The Referral Company shall conform and adhere to laws, good practice and good business conduct applicable to the Referral Company, to the operation of the Referral Company’s websites, including the Referral Website, and to the activities carried out by the Referral Company under this Agreement in the geographical markets where Referral Company carries out its activities under this Agreement or which are targeted by the Referral Company.

3.8. Without prejudice to the generality of clause 3.7 above, the Referral Company shall not itself nor authorise or encourage any third party:

3.8.1. Promote any gaming sites to persons in the United States of America (USA), USA territories, Malaysia, China, France, Iceland or Hong Kong or to attempt to circumvent restrictions that are in place to prevent persons from the above-mentioned jurisdictions to access and use the Service. Promotion of the Service to persons in the United States of America (USA), USA territories, Malaysia, China, France, Iceland or Hong Kong is a breach against this Agreement and will void all Referral Commission to the Referral Company.

3.8.2. Cause disturbing marketing/traffic.

3.8.3. Conduct the Referral Services in unlawful manner or form, including placing or using any material which is malicious, obscene, sexually explicit, violent, potentially libellous, discriminatory, infringes anyone’s intellectual property rights or goodwill or reputation, targets persons under the age of 18 years (or higher of majority in the jurisdictions that the Referral Company is targeting).

3.8.4. Interfere with the operation or accessibility of any of the Participating Sites.

3.8.5. Conduct the Referral Services in any way that is misleading or confusing as to the relationship amongst the Referred Player / prospective Referred Player, the Referral Company and the SmartAff Partners operating the Participating Sites or as to the operation, functions or ownership of the Participating Sites.

3.8.6. Deploy or use any UMC (Unsolicited Mass Communications), also known as “spam”. Should it become evident to SmartAff Partners that the Referral Company does not adhere to this obligation, SmartAff Partners shall have the right to terminate this Agreement immediately in addition to other remedies available to SmartAff Partners at law. Moreover, should the Referral Company use spam, SmartAff Partners will close all account(s) of the Referral Company and withhold funds immediately. Due to ongoing efforts, legal actions will be taken should the use of spam be brought to SmartAff Partners’s attention.

3.9. The Referral Company is allowed to introduce sub-affiliates, provided that sub-affiliates introduced by the Referral Company shall not be allowed to introduce further sub-affiliates. It shall be the sole responsibility of the Referral Company to ensure that sub-affiliates are aware and agree with this condition and with all other conditions relevant and applicable to sub-affiliates. The Referral Company hereby undertakes to fully inform and keep informed all sub-affiliates it introduces about all relevant details in relation to the operation of this Agreement.

3.10. The Referral Company shall remain solely responsible towards SmartAff Partners for anything done or not done by any of the sub-affiliates it introduced. Any claim of a sub-affiliate arising out of or in connection with this Agreement is a matter solely and exclusively between the Referral Company and the sub-affiliate and neither SmartAff Partners nor any other Golden Genie  shall accept any liability in this respect.

3.11. The Referral Company shall not allow rake-backs in any form or by any means whatsoever. A breach of this condition shall give the right to SmartAff Partners to terminate this Agreement immediately.

3.12. The Referral Company acknowledges and accepts that the said Golden Genie  retains the right to change or withdraw any part of the Service, at any time and in any manner it deems appropriate, without prior notice to the Referral Company and without any liability whatsoever on the part of SmartAff Partners or the said Golden Genie , provided that any strategic change of the Service that may affect to a very significant extent the operation of the Referral Company under this Agreement shall be made with prior notice to the Referral Company by SmartAff Partners.

3.13. The Referral Company acknowledges and accepts that in order to carry out its obligations under this Agreement in particular in respect of calculating and paying the Referral Commission, SmartAff Partners requires to liaise with and obtain information from and pass information to the Golden Genie  or Companies providing the Service on the Participating Sites. In this respect, the Referral Company:

3.13.1. Authorises SmartAff Partners to disclose to and to obtain from the Golden Genie operating the Service all information that may be required for the proper operation of this Agreement.

3.13.2. Releases SmartAff Partners and the Golden Genie  operating the Service from any and all liability related to or arising out of the above-mentioned disclosures.

3.14. The Referral Company shall have the right to utilise Golden Genie  Brand during the period of validity of this Agreement solely and exclusively to the extent that such use has been approved by Golden Genie  Company for the purposes of carrying by the Referral Company its Referral Services in accordance with the terms of this Agreement. Without prejudice to the generality of the above:

3.14.1. The Referral Company shall not register or utilise in any way, whether as the Referral Website or otherwise, any domain name that contains (a) any of the Golden Genie  Brand or their variations or misspellings, and/or (b) any of the Partner Brands or their variations or misspellings. In case of doubt or similarity of a domain name to any of the Golden Genie Brand or Partner Brands, the Referral Company must obtain written consent from SmartAff Gaming prior to registration or utilisation of the domain name;

3.14.2. The Referral Company shall not utilise and shall not allow any third party to utilise any website having a domain name that contains any of the Golden Genie  Brands or their variations or misspellings in such a way that results in promoting any website other than the Participating Sites, whether by way of linking, redirecting traffic or otherwise;

3.14.3. The Referral Company shall not engage in any marketing by way of pay-per-click, sponsored links, search engines’ keywords, AdWords or similar promotion which utilises any of the Golden Genie  Brands.

3.15. The Referral Company shall follow the Digital Intellectual Property of SmartAff Brands:

3.15.1. Any offer or advertisement content which includes SmartAff brands names cannot be used without its consent.

3.15.2. Any domain name or extension which refers to brand names (i.e. complete or incomplete, misleading or mischaracterized domain and subdomain names or creating subdomain names using 3rd party services by violating third-party service rules) cannot be used.

3.15.3. You cannot claim any official ownership right(s) on SmartAff brands.

3.15.4. Business Partners cannot use brand names (including variations on article 3.15.5) in the meta information of any web pages they have in their website.

3.15.5. Used domain names cannot contain SmartAff brand names (including domain names which are complete or incomplete, misleading or mischaracterized or any form which refers to SmartAff brand names). Accordingly, SmartAff Partners reserves the right to reject any payment of unlawfully earned commission(s). Any forenamed domains must be unconditionally handed over to Deep Dive Tech B.V .

3.15.6. Promotion links that have been taken from SmartAff Partners platform cannot be used in SEO Level Up (Search Engine Optimization).

3.15.7. The links attached to Brand words can not be used to redirect to anywhere other than the official ones.

3.15.8. Any redirecting or linking that made to the brands can not be used with 301 redirection method or any similar redirection technique. This rule includes the 3rd party link shortener services too.

3.15.9. Any site template which is designed imitatively like the brands cannot be used.

3.15.10. Official texts and documents which belong to brands cannot be repopulated and shared in other platforms.

3.15.11. Affiliate links cannot be modified without SmartAff Partners consent.

3.15.12. Any account name, which contains brand names (including variations in article 3.15.5), cannot be used for creating an account on social media platforms like Facebook, Twitter, Instagram, tiktok etc.

4. Rights and Obligations of SmartAff Partners

4.1. SmartAff Partners shall make available to the Referral Company tools allowing the Referral Company to monitor the Referral Commission and the payments of the said Referral Commission into the Commission Account using an online monitoring system at a secure website.

4.2. SmartAff Partners shall provide to the Referral Company sufficient information SmartAff Partners declares and the Referral Company acknowledges and accepts that the Service is operated by a Golden Genie  which is responsible for compliance with all regulation or legislation applicable to the operation of the Service. SmartAff Partners declares and the Referral Company acknowledges and accepts that neither SmartAff Partners nor any Golden Genie  shall be liable for any losses or damages, howsoever caused, resulting from any change in government regulatory policies or legislation that may preclude or put any restriction on the operation of any part of the Service.

4.3. The Service shall be provided in any form and to any extent that Golden Genie  operating the Service deems appropriate.

4.4. In case of any breach by the Referral Company of any of the terms and conditions of this Agreement, in addition to other remedies available to SmartAff Partners at law and under this Agreement, SmartAff Partners shall have the right to terminate this Agreement by a notice given to the Referral Company. Unless the breach by the Referral Company is serious and/or irreparable (which will be determined by SmartAff Partners in its sole discretion), before the termination SmartAff Partners shall allow the Referral Company a period of time not less than 10 days to give to the Referral Company the possibility to correct the matter and overcome the failure.

4.5. This Agreement does not impose any exclusivity obligation on SmartAff Partners. Neither TE nor any other Golden Genie  shall be liable in any way whatsoever for engaging in any arrangement competing with the Referral Company.

4.6. Notwithstanding anything else stated in this Agreement, neither SmartAff Partners nor any other Golden Genie , their respective directors, officers, employees, partners, shareholders or consultants shall be held responsible or liable for any loss of income, or loss of the ability to produce income of the Referral Company, even if such loss arises from the inability of SmartAff Partners to ensure the delivery of the Service stipulated in this Agreement for any reason whatsoever, whether SmartAff Partners is at fault or whether a third party is at fault.

4.7. Unless explicitly stated in this Agreement, SmartAff Partners does not make any warranty or representation of any kind.

4.8. In case of a breach by the Referral Company of clause 3.14, in addition to other remedies available to SmartAff Partners at law, SmartAff Partners or another Golden Genie  or the owner of the Partner Brand, as the case may be, shall have the right to become registered as the registrant of all domain names registered or utilized by the Referral Company in breach of clause 3.14 and the Referral Company shall assist SmartAff Partners and/or shall assign to SmartAff Partners or to another Golden Genie  or to the owner of the Partner Brand, as may be specified by SmartAff Partners, all the said domain names irrespective of whether they are top level generic domain name, top country level domains or otherwise.

5. Referral Commission

5.1. In consideration for the Referral Services provided by the Referral Company, SmartAff Partners shall pay to the Referral Company the Referral Commission as stated in this clause.

5.2. The Referral Commission payable to the Referral Company shall be based on the percentage of Net Revenue as stated in the table below:

 

 

 

 

 

SpinLira.com – Exchange, Sports Book, Turkish poker and Games, Casino, Poker

Net Revenue Brackets	Referral Commission	CPA
€0 – €10 000	25%	+ €35
€10 001 – €20 000	30%	+ €35
€20 001 – €30 000	35%	+ €35
€30 001 – €50 000	40%	+ €35
€50 001 – unlimited	45%	+ €35

 

In cases where the Referral Company introduced sub-affiliates the Referral Company shall receive from 5% up to 10% of the referral commission due to the said sub-affiliates.

5.3. SmartAff Partners shall pay the Referral Commission is paid to the Referral Company on a monthly basis in arrears, not later than the twentieth (20th) day of each month in respect of the Referral Commission for the preceding month. The payment shall be accompanied by a written statement that details the calculation of the Referral Commission.

5.4. The Referral Commission shall be paid into the Commission Account.

5.5. Any charges that may be applicable to the withdrawal of the Referral Commission from the Commission Account by the Referral Company shall be borne solely by the Referral Company.

5.6. SmartAff Partners has the right to adjust payments of the Referral Commission from time to time to reflect any overpayments or other applicable deductions which were not deducted earlier, such as chargebacks or refunds.

5.7. All payments of the Referral Commission shall be made in USD or Euro or in such other currency that may be determined by SmartAff Partners and regardless of the currency used by the Referred Players to use the Service.

5.8. SmartAff Partners shall have the right to withhold any and/or all payments to the Referral Company if the Referral Company is in breach of any of the provisions of this Agreement.

5.9. The Referral Commission stated in clause 5.2. above is exclusive of sales or value added taxes. VAT shall be payable into the Commission Account in addition to the amounts stated in 5.2., except where in terms of the Coração law it is SmartAff Partners who has to account for VAT in Coração in relation to the Referral Services (under reverse charge). In case of any change in the applicable VAT, the Referral Commission shall be adjusted, so SmartAff Partner’s position remains not more onerous than prior to the change.

5.10. The Referral Company shall be solely responsible for registering and accounting for any and all taxes due in relation to any payment made to the Referral Company in terms of this Agreement.

5.11. The Referral Company has the right, at its own expense and at reasonable intervals, to audit the systems and the figures related to this agreement.

5.12. The Referral Commission shall be payable to Referral Company for a period of lifetime from the date which each customer has registered.

6. Duration and Termination

6.1. This Agreement shall become effective as stated in clause 1.6. of this Agreement.

6.2. This Agreement may be terminated by either party by giving 30 days written notice to the other party.

6.3. Unless otherwise stated explicitly in this Agreement, each party has the right to terminate this Agreement with immediate effect if the other party is in material breach of this Agreement.

6.4. TE reserves the right to terminate this Agreement by a notice in writing (an email being sufficient) if the Referral Company does not actively promote the Participating Sites. Not actively promoting the Participating Sites shall be deemed a material breach of this Agreement. For the avoidance of doubt, the Referral Company shall be deemed to be ‘not actively promoting’ the Participating Sites if the Referral Company fails to get at least 5 new Referred Players within in any three consecutive months’ period.

6.5. In the event of termination of this Agreement without any fault or breach on the part of the Referral Company, The Referral Company shall have the right to continue to receive a Referral Commission, as stated in clause 5, for the period of six months after the date of termination with respect to Referred Players who continue to utilize the Service. The right of the Referred Company to receive the Referral Commission shall cease upon the termination of this Agreement for any other reason. If the Referral Company wishes to resume promotion of the Participating Sites, a new agreement will have to be entered into between the Referral Company and SmartAff Partners; and no Referred Player under this Agreement shall be considered as such under any new agreement.

6.6. Referred Players and all Players’ Data shall remain the property of SmartAff Partners at all times.

6.7. Unless explicitly stated otherwise, all rights and obligations of each Party under this Agreement will cease upon the termination of this Agreement. This shall not prejudice any right accrued to a Party before such termination.

7. Confidentiality, Players’ Data and Non-Disclosure

7.1. Each party acknowledges and agrees that it may have access to or become acquainted with confidential information of the other party. Each party specifically agrees not to misuse, misappropriate or disclose any such confidential information of the other party to any third party, whether directly or indirectly, unless compelled to do so by law.

7.2. Each party accepts that any information of the other party or relating to the other party, including but not limited to information in respect of business and business methods, finances, clients, partners, suppliers, any intellectual property right, whether registered or not, is confidential information of that party unless such information has been put by that party into public domain.

7.3. The Referral Company acknowledges and accepts that all Players’ Data, including data relating to Referred Players, is the exclusive property of SmartAff Partners or other Golden Genie  Companies and shall remain so regardless of any termination of this Agreement.

8. Indemnification

8.1. The Referral Company shall hold harmless and shall indemnify SmartAff Partners for any and all damages of losses suffered by SmartAff Partners or its officers or representatives due to any breach by the Referral Company of this Agreement.

9. Miscellaneous

9.1. Entire agreement. In case of conflict between this Agreement and other agreements, oral or written, with respect to the matter contemplated hereunder, between Golden Genie  and the Referral Company, this Agreement shall prevail.

9.2. Written amendment. Any amendments to this Agreement shall be agreed upon in writing and signed by authorized representatives for both Parties.

9.3. Assignment. The Referral Company may not assign or transfer this Agreement, in whole or in part, without SmartAff Partners’s prior written consent. SmartAff Partners may wholly or partly assign its rights and obligations under this Agreement to any Golden Genie  or held by the ultimate majority shareholders in Great White Experts B.V.

9.4. Severability. If any provision of this Agreement is deemed illegal, invalid or unenforceable, this shall not affect the validity or enforceability of any other provisions of this Agreement.

9.5. Force majeure. Notwithstanding any other provisions specified herein, either Party shall be entitled to suspend performance of its obligations under the Agreement in the occurrence of an event beyond the reasonable control of the Party affected, impeding performance or making performance unreasonably onerous, (“Force majeure”) including, but not limited to local and general industrial disputes, fire, war (whether declared or not), armed conflict, terrorist activity, extensive military mobilization, insurrection, requisition, seizure, embargo, governmental action, export and import restrictions, restrictions in the use of power and delays or defects in deliveries by subcontractors caused by such circumstances referred to in this clause. The Party claiming to be affected by Force Majeure shall without undue delay after the occurrence notify the other Party in writing thereof.

9.6. Waiver. No failure or delay of either Party to enforce any one or more provisions of this Agreement, exercise any option which is herein provided, or require the timely performance of any of the terms or provisions hereof, shall be construed or act as a waiver of such term or provision of this Agreement. Either Party may waive the compliance by the other Party with any term or provision hereof only by an instrument in writing. The waiver by either Party of any term or provision of this Agreement shall not be construed or act as a waiver concerning any term or provision for the future or any subsequent breach.

9.7. Handling of negative publicity. Upon notice of any negative publicity concerning the Referral Company, or the Referral Company’s owner(s), which SmartAff Partners management believes can damage the reputation of SmartAff Partners, the Golden Genie  Companies and its brands, SmartAff Partners has the right to terminate the Agreement immediately.

9.8. Temporary disruptions due to hardware failure. The Parties acknowledge that from time to time, as a result of hardware failure, supplier failures, or the like, the services provided under this Agreement by the Parties can be temporarily disrupted. The Referral Company acknowledges and agrees that neither Golden Genie  Companies nor any of its members, shareholders, directors, officers, employees or representatives will be liable to the Referral Company for any special, indirect, consequential, punitive or exemplary damages, or damages for loss of profits or savings, in connection with these temporary disruptions.

9.9. Applicable law. This Agreement shall be governed by and construed in accordance with the law of Coração.

9.10. Dispute resolution. The Parties shall amicably attempt to solve any dispute relating to this Agreement through negotiations between high-level executives of the Parties. If such negotiations are not successful after a period of sixty (60) days from a claim in writing for such negotiations from either Party, the other Party has the right to bring the dispute to final settlement through arbitration pursuant to the applicable Arbitration Act of Coração. The arbitration shall be conducted using one (1) arbitrator if the value of the dispute is less than one million EURO, and otherwise three arbitrators. The arbitrators are to be elected in accordance to the laws of Coração. The arbitration shall be conducted in the English language in Coração. The above notwithstanding, either Party shall be entitled to seek an injunction in any relevant jurisdiction.

IN WITNESS WHEREOF, THE REFERRAL COMPANY expressly agrees to the terms and conditions of this Agreement by activating the account at SmartAff Partners.