Terms and Conditions
BY SUBMITTING THE APPLICATION FORM YOU ARE DEEMED TO HAVE AGREED TO BE BOUND TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.
BY SUBMITTING THE APPLICATION FORM YOU ARE DEEMED TO HAVE AGREED TO BE
BOUND TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.
This agreement (“Agreement”) is between The Watermark Group Sustainable Event Solutions Pty
Limited (ACN ) ("SES") and the entity registered to be an affiliate partner
(“Affiliate”) on the affiliate registration page (the “Registration Page”) located
at https://semstoolkit.com/survey/Affiliates/application.
1. DEFINITIONS
1.1. Purchase: occurs when a SES client pays in full for an SES Product via the Website, and the
payment is not refunded within 60 days of the date of the purchase.
1.2. Referred Client: means a person that (a) clicked on a hyperlink including the Affiliate’s Tracking
Code which takes them to the Website and (b) makes a purchase of any SES Product within 6 months of
first clicking on the hyperlink and another purchase within 12 months of the first or any subsequent
purchase. For the avoidance of doubt if the SES client has not paid a Purchase within 12 months of their
last Purchase then they cease to be a Referred Client of the Affiliate.
1.3. Creative: shall mean any marketing and/or promotional materials relating to SES and/or SES
Products that is provided by SES for use of Affiliates.
1.4. Confidential Information: is any and all information, whether or not marked as confidential or
proprietary, which is associated with a Party’s business and which is not publicly known, including, but
not limited to, specific trading information, technical processes and formulas, source codes, customer
lists, prospective customer lists, names, addresses and other information regarding customers and
prospective customers, product designs, sales, costs, and other unpublished financial information,
business plans and marketing data.
1.5. Malware and Spyware: relates to the use of pop-up banners that hide banners that are displayed
on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to
another website, and other similar practices.
1.6 SES Products: means those products developed and marketed by SES as described on the SES
website located at sustainableeventsolutions.com.au.
1.7. Website: means the SEMS Tool website hosted at semstoolkit.com.
1.8. Affiliate Tracking Code: means the unique 3 character code which is assigned to the Affiliate
upon their being approved as an affiliate by SES.
2. RESPONSIBILITIES OF AFFILIATE
2.1. Activities
The Affiliate shall use its best efforts to (a) promote and market the SES Product and Services, and (b)
identify for SES prospective Leads.
The Affiliate shall bear all costs and expenses for such activities unless otherwise determined by SES, in
its sole discretion.
2.2. Creative
SES may, in its absolute discretion, provide the Affiliate with Creative to enable it to better promote the
SES Products. The Creative is provided “as is” and without warranty of any kind.
The Affiliate may use the Creative solely for the purpose of marketing and promoting SES Products
during the term of this Agreement, or until such earlier time as SES may, upon reasonable prior notice,
instruct the Affiliate to cease displaying the Creative.
The Affiliate may not alter, amend, adapt the Creative without SES's prior written consent.
Nothing contained in any Creative shall in any way be deemed a representation or warranty of SES.
The Creative shall at all times be the sole and exclusive property of SES and no rights of ownership shall
at any time vest with the Affiliate even in such instances where the partner has been authorized by SES
to make changes or modifications to the Creative.
2.3. E-Mail Internet Marketing
In the event the Affiliate wished to engage in any e-mail marketing or promotion with respect to SES
Products, the Affiliate shall comply with all applicable laws, rules, regulations and directives, including
but not limited to those relating to e-mail marketing and “spamming”.
Without limiting the generality of the foregoing, the Affiliate shall: (a) not send any e-mail regarding
SES or any SES products to any individual or entity that has not requested such information (b) always
include “unsubscribe” information at the top and bottom of any e-mail regarding SES, SES Related
Entities and/or the SES platform.
2.4. Unauthorized & Prohibited Marketing Activities
In addition to the restrictions of Section 2.3 above, The Affiliate shall not:
(a) engage in any fax, broadcast or telemarketing or other offline marketing methods with respect to
SES or the SES Products;
(b) use Malware and/or Spyware techniques or use any other aggressive advertising or marketing
methods in any of its dealings relating to SES or SES Products;
(c) make any false, misleading or disparaging representations or statements with respect to SES or
SES Products;
(d) engage in any other practices which may affect adversely the credibility or reputation of SES or SES
Products, including but not limited to, using any website in any manner, or having any content on
any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race,
sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii)
violates any intellectual property or other proprietary rights of any third party; or
(e) purchase search engine or other pay per click keywords (such as Google AdWords), or domain
names that use any SES or SES Product trademarks or trade names, and/or variations and
misspellings thereof
2.5. Compliance with Laws
In addition to, and without limiting the provisions of this Agreement, the Affiliate shall perform its
obligations hereunder in accordance with the highest applicable industry standards and in compliance
with all applicable laws, rules and regulations.
2.6. Affiliate Duty to Inform
The Affiliate shall promptly inform SES of any information known to the Affiliate that could reasonably
lead to a claim, demand or liability of or against SES and/or the SES Related Entities by any third party.
3. FEES & PAYMENTS
SES will pay the Affiliate a commission of 10% of any Purchase by a Referred Client.
SES may in its absolute discretion suspend payment of any commission if for any reason it believes
there is any fraudulent activity relating to a Purchase or that the Referred Client may request a refund of
the purchase price.
SES will pay any commission owing to the Affiliate at the beginning of each calendar month, provided
that the Affiliate’s account balance has reached $100 US or more. In the event that the Affiliate’s
account balance is less than $100 US in any month, SES will hold the balance of the account over for
payment in the next month.
SES will pay all commissions through PayPal using the nominated email address that the Affiliate
provided as part of the affiliate application process (PayPal Email Address). Provided that SES makes the
payment correctly through the PayPal interface to the PayPal Email Address, SES shall have no further
obligation to pay the Affiliate the commission in question irrespective of whether the Affiliate receives
the payment or not. If the Affiliate wishes to change its PayPal Email Address, then it must provide SES
30 days written notice of the new email address to be used.
SES reserves the right to modify the Fee structure and/or the payment terms at any time upon
reasonable notice to the Affiliate.
4. TERMINATION
Either party may terminate this Agreement at any time, with or without cause, effective immediately
upon notice to the other party.
In the event that the affiliate commits a material breach of this agreement, SES may immediately
terminate this agreement without notice, disable the Affiliate’s access to the Website, and cease
payment of any commissions.
Upon expiration or termination of this Agreement: (a) each Party shall return to the other Party all
property of the other Party in its possession or control (including all Creative and all Confidential
Information); (b) The Affiliate shall immediately cease displaying any Creative on any website or
otherwise and ( c) all rights granted to the Affiliate hereunder will immediately cease.
Sections 5 through 8 shall survive the termination or expiration of this Agreement.
5. PROPRIETARY RIGHTS
5.1. Proprietary Rights of SES
As between The Affiliate and SES, the Creative, all demographic and other information relating to
Referred Clients , all software, documentation, hardware, equipment, devices, templates, tools,
documents, processes, methodologies, know-how, websites, and any additional intellectual or other
property used by or on behalf of SES or otherwise related to SES Products, together with all copyrights,
trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant
thereto (collectively, “SES Property”) shall be and remain the sole and exclusive property of SES.
To the extent, if any, that ownership of any SES Property does not automatically vest in SES by virtue of
this Agreement, or otherwise, The Affiliate hereby transfers and assigns to SES, upon the creation
thereof, all rights, title and interest the Affiliate may have in and to such SES Property, including the
right to sue and recover for past, present and future violations thereof.
5.2. Trademarks & Names
During the term of this Agreement, SES hereby grants to the Affiliate a limited, revocable, non-exclusive
and non-transferable license to display the SES and SES Product trademarks, solely as necessary to
perform the Affiliate’s obligations under this Agreement.
The Affiliate acknowledges and agrees that: (a) it will use the SES trademarks only as permitted
hereunder; (b) it will use in a lawful manner and in strict compliance with all format(s), guidelines,
standards and other requirements prescribed by SES; (c) nothing in this Agreement shall confer in the
Affiliate any right of ownership in the SES trademarks and all use thereof by the Affiliate shall inure to
the benefit of SES; and (e) the Affiliate shall not, now or in the future, contest the validity of any SES
trademarks or use any term or mark confusingly similar to any SES Trademark.
6. CONFIDENTIALITY
Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its
obligations under this Agreement. Each Party agrees that it shall take all reasonable steps, at least
substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the
duplication, disclosure or use of any such Confidential Information, other than (a) by or to its
employees, agents and subcontractors who must have access to such Confidential Information to
perform such Party’s obligations hereunder, who each shall treat such Confidential Information as
provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction
over the Parties and the subject matter contained in this Agreement.
Confidential Information shall not include any information which is: (i) in the public domain, or is already
known by or in the possession of the non-disclosing Party, at the time of disclosure of such information;
(ii) is independently developed by the non-disclosing Party without breaching any provisions of this
Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than
the disclosing Party without breaching any provision of this Agreement.
7. DISCLAIMER OF WARRANTY
SES makes no warranties hereunder, and SES expressly disclaims all warranties, express or implied,
including, but not limited to, warranties of merchantability and fitness for a particular purpose.
Without limiting the foregoing, SES further disclaims all representations and warranties, express or
implied, that the platforms do not infringe or otherwise violate any intellectual property or other
proprietary right of any third party in any jurisdiction, including, but not limited to, the territory.
The affiliate understands and agrees that the platforms may not satisfy all of the Referred Client’s
requirements and may not be uninterrupted or error-free.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1. Limitation of Liability
SES shall have no liability with respect to the platforms or its obligations under this agreement or
otherwise for any indirect, consequential, exemplary, special, incidental or punitive damages even if SES
has been advised of the possibility of such damages. In any event, SES’s liability to the affiliate under
this agreement for any reason will be limited to the amounts paid to Affiliate by SES during the six (6)
month period immediately preceding the event giving rise to the claim for damages. This limitation
applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach
of warranty, negligence, strict liability, misrepresentations, and other torts.
8.2. Affiliate Indemnification
The Affiliate agrees to indemnify, defend and hold harmless SES and the directors, officers, employees,
subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim,
demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such
action is based upon or arises out of: (a) The Affiliate ‘s breach of any representation, warranty,
obligation or covenant under this Agreement; (b) The Affiliate’s gross negligence or wilful misconduct; or
( c) any warranty, condition, representation, indemnity or guarantee relating to or granted by the
Affiliate to any third party.
8.2 Notice of Indemnification
In claiming any indemnification hereunder, the Indemnified Party shall promptly provide the Affiliate
with written notice of any claim which the Indemnified Party believes falls within the scope of the
foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defence if it so
chooses, provided that the Affiliate shall control such defence and all negotiations relative to the
settlement of any such claim and further provided that any settlement intended to bind the Indemnified
Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably
withheld.
9. GENERAL PROVISIONS
The Parties to this Agreement are independent contractors. This agreement does not constitute a
partnership, joint venture or association of any kind between the parties or render a party liable for the
debts, obligations or liabilities of any other party. The Affiliate has no authority to make or accept any
offers or representations on behalf of SES. The Affiliate agrees not to make any statement, whether on
its Website or otherwise, that would reasonably contradict anything in this agreement.
This agreement contains the whole agreement of the parties concerning the subject matter of this
agreement and supersedes any other agreements, warranties, undertakings, terms and representations
(other than those implied by law and incapable of negation) concerning the subject matter of this
agreement.
If any provision of this agreement is held invalid, unenforceable or illegal for any reason, the agreement
shall remain otherwise in full force and apart from such invalid provisions which shall be deemed
deleted.
This agreement shall be governed by and construed in accordance with the laws in force in the State of
New South Wales, Australia. Both parties agree to submit to the exclusive jurisdiction of the courts in
the State of New South Wales, Australia.
Any notice, approval, request, authorization, direction or other communication under this Agreement
shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on
the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (b) two
(2) business days after deposit with an internationally recognized commercial overnight courier service,
with written verification of receipt; or ( c) five (5) business days after deposit in certified or registered
mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties
as set forth on the Registration Page.
The failure of either Party to insist upon or enforce strict performance by the other Party of any provision
of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or
relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in
that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver
shall be set forth in a written instrument signed by the waiving Party.
By marking the “Yes, I have read and agree to the terms and conditions” checkbox, the Affiliate hereby
fully agrees with all terms and provisions.
BOUND TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.
This agreement (“Agreement”) is between The Watermark Group Sustainable Event Solutions Pty
Limited (ACN ) ("SES") and the entity registered to be an affiliate partner
(“Affiliate”) on the affiliate registration page (the “Registration Page”) located
at https://semstoolkit.com/survey/Affiliates/application.
1. DEFINITIONS
1.1. Purchase: occurs when a SES client pays in full for an SES Product via the Website, and the
payment is not refunded within 60 days of the date of the purchase.
1.2. Referred Client: means a person that (a) clicked on a hyperlink including the Affiliate’s Tracking
Code which takes them to the Website and (b) makes a purchase of any SES Product within 6 months of
first clicking on the hyperlink and another purchase within 12 months of the first or any subsequent
purchase. For the avoidance of doubt if the SES client has not paid a Purchase within 12 months of their
last Purchase then they cease to be a Referred Client of the Affiliate.
1.3. Creative: shall mean any marketing and/or promotional materials relating to SES and/or SES
Products that is provided by SES for use of Affiliates.
1.4. Confidential Information: is any and all information, whether or not marked as confidential or
proprietary, which is associated with a Party’s business and which is not publicly known, including, but
not limited to, specific trading information, technical processes and formulas, source codes, customer
lists, prospective customer lists, names, addresses and other information regarding customers and
prospective customers, product designs, sales, costs, and other unpublished financial information,
business plans and marketing data.
1.5. Malware and Spyware: relates to the use of pop-up banners that hide banners that are displayed
on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to
another website, and other similar practices.
1.6 SES Products: means those products developed and marketed by SES as described on the SES
website located at sustainableeventsolutions.com.au.
1.7. Website: means the SEMS Tool website hosted at semstoolkit.com.
1.8. Affiliate Tracking Code: means the unique 3 character code which is assigned to the Affiliate
upon their being approved as an affiliate by SES.
2. RESPONSIBILITIES OF AFFILIATE
2.1. Activities
The Affiliate shall use its best efforts to (a) promote and market the SES Product and Services, and (b)
identify for SES prospective Leads.
The Affiliate shall bear all costs and expenses for such activities unless otherwise determined by SES, in
its sole discretion.
2.2. Creative
SES may, in its absolute discretion, provide the Affiliate with Creative to enable it to better promote the
SES Products. The Creative is provided “as is” and without warranty of any kind.
The Affiliate may use the Creative solely for the purpose of marketing and promoting SES Products
during the term of this Agreement, or until such earlier time as SES may, upon reasonable prior notice,
instruct the Affiliate to cease displaying the Creative.
The Affiliate may not alter, amend, adapt the Creative without SES's prior written consent.
Nothing contained in any Creative shall in any way be deemed a representation or warranty of SES.
The Creative shall at all times be the sole and exclusive property of SES and no rights of ownership shall
at any time vest with the Affiliate even in such instances where the partner has been authorized by SES
to make changes or modifications to the Creative.
2.3. E-Mail Internet Marketing
In the event the Affiliate wished to engage in any e-mail marketing or promotion with respect to SES
Products, the Affiliate shall comply with all applicable laws, rules, regulations and directives, including
but not limited to those relating to e-mail marketing and “spamming”.
Without limiting the generality of the foregoing, the Affiliate shall: (a) not send any e-mail regarding
SES or any SES products to any individual or entity that has not requested such information (b) always
include “unsubscribe” information at the top and bottom of any e-mail regarding SES, SES Related
Entities and/or the SES platform.
2.4. Unauthorized & Prohibited Marketing Activities
In addition to the restrictions of Section 2.3 above, The Affiliate shall not:
(a) engage in any fax, broadcast or telemarketing or other offline marketing methods with respect to
SES or the SES Products;
(b) use Malware and/or Spyware techniques or use any other aggressive advertising or marketing
methods in any of its dealings relating to SES or SES Products;
(c) make any false, misleading or disparaging representations or statements with respect to SES or
SES Products;
(d) engage in any other practices which may affect adversely the credibility or reputation of SES or SES
Products, including but not limited to, using any website in any manner, or having any content on
any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race,
sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii)
violates any intellectual property or other proprietary rights of any third party; or
(e) purchase search engine or other pay per click keywords (such as Google AdWords), or domain
names that use any SES or SES Product trademarks or trade names, and/or variations and
misspellings thereof
2.5. Compliance with Laws
In addition to, and without limiting the provisions of this Agreement, the Affiliate shall perform its
obligations hereunder in accordance with the highest applicable industry standards and in compliance
with all applicable laws, rules and regulations.
2.6. Affiliate Duty to Inform
The Affiliate shall promptly inform SES of any information known to the Affiliate that could reasonably
lead to a claim, demand or liability of or against SES and/or the SES Related Entities by any third party.
3. FEES & PAYMENTS
SES will pay the Affiliate a commission of 10% of any Purchase by a Referred Client.
SES may in its absolute discretion suspend payment of any commission if for any reason it believes
there is any fraudulent activity relating to a Purchase or that the Referred Client may request a refund of
the purchase price.
SES will pay any commission owing to the Affiliate at the beginning of each calendar month, provided
that the Affiliate’s account balance has reached $100 US or more. In the event that the Affiliate’s
account balance is less than $100 US in any month, SES will hold the balance of the account over for
payment in the next month.
SES will pay all commissions through PayPal using the nominated email address that the Affiliate
provided as part of the affiliate application process (PayPal Email Address). Provided that SES makes the
payment correctly through the PayPal interface to the PayPal Email Address, SES shall have no further
obligation to pay the Affiliate the commission in question irrespective of whether the Affiliate receives
the payment or not. If the Affiliate wishes to change its PayPal Email Address, then it must provide SES
30 days written notice of the new email address to be used.
SES reserves the right to modify the Fee structure and/or the payment terms at any time upon
reasonable notice to the Affiliate.
4. TERMINATION
Either party may terminate this Agreement at any time, with or without cause, effective immediately
upon notice to the other party.
In the event that the affiliate commits a material breach of this agreement, SES may immediately
terminate this agreement without notice, disable the Affiliate’s access to the Website, and cease
payment of any commissions.
Upon expiration or termination of this Agreement: (a) each Party shall return to the other Party all
property of the other Party in its possession or control (including all Creative and all Confidential
Information); (b) The Affiliate shall immediately cease displaying any Creative on any website or
otherwise and ( c) all rights granted to the Affiliate hereunder will immediately cease.
Sections 5 through 8 shall survive the termination or expiration of this Agreement.
5. PROPRIETARY RIGHTS
5.1. Proprietary Rights of SES
As between The Affiliate and SES, the Creative, all demographic and other information relating to
Referred Clients , all software, documentation, hardware, equipment, devices, templates, tools,
documents, processes, methodologies, know-how, websites, and any additional intellectual or other
property used by or on behalf of SES or otherwise related to SES Products, together with all copyrights,
trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant
thereto (collectively, “SES Property”) shall be and remain the sole and exclusive property of SES.
To the extent, if any, that ownership of any SES Property does not automatically vest in SES by virtue of
this Agreement, or otherwise, The Affiliate hereby transfers and assigns to SES, upon the creation
thereof, all rights, title and interest the Affiliate may have in and to such SES Property, including the
right to sue and recover for past, present and future violations thereof.
5.2. Trademarks & Names
During the term of this Agreement, SES hereby grants to the Affiliate a limited, revocable, non-exclusive
and non-transferable license to display the SES and SES Product trademarks, solely as necessary to
perform the Affiliate’s obligations under this Agreement.
The Affiliate acknowledges and agrees that: (a) it will use the SES trademarks only as permitted
hereunder; (b) it will use in a lawful manner and in strict compliance with all format(s), guidelines,
standards and other requirements prescribed by SES; (c) nothing in this Agreement shall confer in the
Affiliate any right of ownership in the SES trademarks and all use thereof by the Affiliate shall inure to
the benefit of SES; and (e) the Affiliate shall not, now or in the future, contest the validity of any SES
trademarks or use any term or mark confusingly similar to any SES Trademark.
6. CONFIDENTIALITY
Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its
obligations under this Agreement. Each Party agrees that it shall take all reasonable steps, at least
substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the
duplication, disclosure or use of any such Confidential Information, other than (a) by or to its
employees, agents and subcontractors who must have access to such Confidential Information to
perform such Party’s obligations hereunder, who each shall treat such Confidential Information as
provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction
over the Parties and the subject matter contained in this Agreement.
Confidential Information shall not include any information which is: (i) in the public domain, or is already
known by or in the possession of the non-disclosing Party, at the time of disclosure of such information;
(ii) is independently developed by the non-disclosing Party without breaching any provisions of this
Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than
the disclosing Party without breaching any provision of this Agreement.
7. DISCLAIMER OF WARRANTY
SES makes no warranties hereunder, and SES expressly disclaims all warranties, express or implied,
including, but not limited to, warranties of merchantability and fitness for a particular purpose.
Without limiting the foregoing, SES further disclaims all representations and warranties, express or
implied, that the platforms do not infringe or otherwise violate any intellectual property or other
proprietary right of any third party in any jurisdiction, including, but not limited to, the territory.
The affiliate understands and agrees that the platforms may not satisfy all of the Referred Client’s
requirements and may not be uninterrupted or error-free.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1. Limitation of Liability
SES shall have no liability with respect to the platforms or its obligations under this agreement or
otherwise for any indirect, consequential, exemplary, special, incidental or punitive damages even if SES
has been advised of the possibility of such damages. In any event, SES’s liability to the affiliate under
this agreement for any reason will be limited to the amounts paid to Affiliate by SES during the six (6)
month period immediately preceding the event giving rise to the claim for damages. This limitation
applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach
of warranty, negligence, strict liability, misrepresentations, and other torts.
8.2. Affiliate Indemnification
The Affiliate agrees to indemnify, defend and hold harmless SES and the directors, officers, employees,
subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim,
demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such
action is based upon or arises out of: (a) The Affiliate ‘s breach of any representation, warranty,
obligation or covenant under this Agreement; (b) The Affiliate’s gross negligence or wilful misconduct; or
( c) any warranty, condition, representation, indemnity or guarantee relating to or granted by the
Affiliate to any third party.
8.2 Notice of Indemnification
In claiming any indemnification hereunder, the Indemnified Party shall promptly provide the Affiliate
with written notice of any claim which the Indemnified Party believes falls within the scope of the
foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defence if it so
chooses, provided that the Affiliate shall control such defence and all negotiations relative to the
settlement of any such claim and further provided that any settlement intended to bind the Indemnified
Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably
withheld.
9. GENERAL PROVISIONS
The Parties to this Agreement are independent contractors. This agreement does not constitute a
partnership, joint venture or association of any kind between the parties or render a party liable for the
debts, obligations or liabilities of any other party. The Affiliate has no authority to make or accept any
offers or representations on behalf of SES. The Affiliate agrees not to make any statement, whether on
its Website or otherwise, that would reasonably contradict anything in this agreement.
This agreement contains the whole agreement of the parties concerning the subject matter of this
agreement and supersedes any other agreements, warranties, undertakings, terms and representations
(other than those implied by law and incapable of negation) concerning the subject matter of this
agreement.
If any provision of this agreement is held invalid, unenforceable or illegal for any reason, the agreement
shall remain otherwise in full force and apart from such invalid provisions which shall be deemed
deleted.
This agreement shall be governed by and construed in accordance with the laws in force in the State of
New South Wales, Australia. Both parties agree to submit to the exclusive jurisdiction of the courts in
the State of New South Wales, Australia.
Any notice, approval, request, authorization, direction or other communication under this Agreement
shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on
the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (b) two
(2) business days after deposit with an internationally recognized commercial overnight courier service,
with written verification of receipt; or ( c) five (5) business days after deposit in certified or registered
mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties
as set forth on the Registration Page.
The failure of either Party to insist upon or enforce strict performance by the other Party of any provision
of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or
relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in
that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver
shall be set forth in a written instrument signed by the waiving Party.
By marking the “Yes, I have read and agree to the terms and conditions” checkbox, the Affiliate hereby
fully agrees with all terms and provisions.