In these terms and conditions the following words and expressions shall have the following meanings:

Affiliate: A natural or juristic person that may or may not be associated with another as a parent, subordinate, subsidiary, or member who has registered and is accepted by Zero36 Ltd as an Affiliate of the Affiliate Program in terms of this Agreement.

Affiliate Program: The Affiliate Program operated by Zero36 Ltd.

Casino Commission: The commission that You shall be paid in terms of clause 5.1 below:

Poker Commission: The commission that You shall be paid in terms of clause 5.2 below:

Charge Back: Where a Customer or the credit card issuing bank or any other third party payment solution provider effects a reversal of charges in relation to a credit card or third party purchase transaction and for the purposes of calculating Net Win and Net Rake is regarded as Fraud.

Customer: A person or entity that You direct in any manner to a Merchant of Zero36 Ltd and who can be linked to Your Affiliate ID and who opens an account with such Merchant (and shall hereafter also be referred to as "players" or as "Active Accounts"). By opening an account with a Merchant, that person or entity will become Our Merchant's Customer and, accordingly, all Merchant's rules, policies, and operating procedures will apply to them.

Fraudulent Activity: A deception which in the sole opinions of Zero36 Ltd, a casino or a poker room, is deliberately practiced by a Customer or an Affiliate in order to secure a real or potential, unfair or unlawful gain and shall include Fraud Costs

Fraud Costs: Any costs (financial or otherwise) that Zero36 Ltd or it's Merchants incur as a direct or indirect result of Fraudulent Activity by Yourself, Your employees and/ or Customers/ players whom You, as Affiliate, have introduced to the casino or poker room Merchant.

Merchant: A party (who may be either a casino or poker room) for which professional services are rendered. Under this agreement Zero36 Ltd. provides, on behalf of the Merchant and the Affiliate, services to both parties.

Zero36 Ltd: Zero36 Ltd is a third party solution provider that facilitates an association between a merchant (hereinafter "Merchant") and an Affiliate.

Second-tier Affiliate: A person or entity that You direct in any manner to Zero36 Ltd and who can be linked to Your Affiliate ID, which person or entity becomes an Affiliate of Zero36 Ltd.

Spam: Unsolicited e-mail, sent indiscriminately to one or more mailing lists, individuals, or newsgroups.

This Agreement/ These Terms of Use: This Terms of Use Agreement.

Us/ We/ Our: Zero36 Ltd.

You/ Your/ Member: You in Your capacity as an Affiliate.

2. Terms of Use of this Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THESE SERVICES. BY USING THIS WEBSITE AND/ OR REGISTERING UP AS AN AFFILIATE WITH THE AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THEREAFTER, BE SURE TO READ THESE TERMS AND CONDITIONS PERIODICALLY AS WE WILL MAKE CHANGES TO THEM FROM TIME- TO- TIME. YOU WILL BE BOUND BY THESE CHANGES.

Your use of this website, including, but not restricted to, all web pages under the domains Zero36 Ltd, Zero36 Ltd.co.uk, or any other domain that may be registered by Zero36 Ltd, or any parent company or subsidiary or associated company of Zero36 Ltd (collectively, the "Site"), during the course of this Agreement, and all information, data, text, software, information, images, sounds or other materials (collectively, the "Content") contained therein, confirms your acceptance of this Agreement and is subject to Your continued compliance with the terms and conditions of this Agreement.

Please do not enroll in the Affiliate Program if Your site is unsuitable, as we reserve the right to, and shall, immediately terminate the Agreement if Your site is determined by Us to be unsuitable. See paragraph 6.4 below for a list of some of the types of sites that we regard as unsuitable.

3. Zero36 Ltd: Rights and Obligations

3.1 Appoint You as Affiliate - We shall evaluate Your application on submission thereof by You and notify You in a timely manner of Our acceptance or rejection thereof. If We accept Your application then, on Your registration as Affiliate in the Affiliate Program, We shall and hereby grant You a non-exclusive right to direct Customers to Zero36 Ltd and/or Our Merchants' sites and services, in accordance with the terms and conditions of this Agreement. We intend to and shall contract with and obtain the assistance of others at any time to perform services of the same or similar nature as Yours.

3.2 License to use Intellectual Property - On registration We shall and hereby grant to You a non-exclusive, non-transferable license, during the term of this Agreement, to use Our and Our Merchants' trademarks, service marks, trade names, logos, designations, copyrights and other proprietary rights ("Intellectual Property") (licensed, in turn to Us from their owner) solely in connection with the display of the banners on Your site.

3.3 Register Customers - We will register Customers and will track their purchases and, in the case of casino Merchants, their play. A Merchant has the right to refuse Customers (or to close their accounts) if necessary to comply with any requirements that they may periodically establish.

3.4 Track and report on Customers' financial activity - We will track Customers' purchases and, in the case of casino Merchants, their wins and losses and will provide reports summarizing their activity. Notwithstanding this, the form, content and frequency of the reports may, in Our discretion, vary from time to time. We will provide You with remote online access to reports of Customer activity and the commission generated. To gain access You will need to use Your Affiliate Number and Password as provided to You by Us. We will provide You with a unique tracking link but it is Your responsibility to ensure that the tracking links You use are in the correct syntax. We cannot track Your customers if the links You use are incorrect.

3.5 Pay You a Commission - We will facilitate payment of Commission from the Merchant to You based on income Our Merchants earn from purchases and play from Your Customers after they open an account with a Merchant. Payment shall only be made to You once We have received payment from a Merchant. We reserve the right to change payment terms at any time and for any reason. See paragraph 4 below in relation to Commission.

3.6 Modification of this Agreement -We may amend, alter, delete, interlineate or add to any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Such amendments, alterations, deletions, interlineations or additions may include, for example, changes in the scope of available Commissions, fee schedules, payment procedures, and referral program rules.

Any amendments, alterations, deletions, interlineations or additions to this Agreement shall be effective immediately upon notice, which may be provided to You via e-mail or by display on the Site (hereinafter, "Notice"). Your use of the Site and/ or continued marketing of Us or Our Merchants after such Notice is given to You will be deemed acceptance of such amendments, alterations, deletions, interlineations or additions or the new Agreement should this Agreement be replaced in its entirety. Be sure to review this Agreement periodically to ensure familiarity with its most current version.

NO PURPORTED MODIFICATIONS, AMENDMENTS, ALTERATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT BY YOU ARE PERMITTED OR WILL BE RECOGNIZED BY US. NO PURPORTED MODIFICATIONS, AMENDMENTS, ALTERATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT BY YOU ARE PERMITTED OR WILL BE RECOGNIZED BY US. None of our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement.

4. Your Rights and Obligations

4.1 Your Warranties - By applying to be registered as an Affiliate of the Affiliate Program, You warrant that (a) the information You provide Us on registration is complete, valid and honest; (b) in the event You are a juristic person, the person submitting the application has the full right, power and authority to enter into this Agreement on behalf of such entity; and (c) the execution of this Agreement by such person, and the performance by You of Your obligations and duties hereunder, do not and will not violate any agreement to which You are a party or by which You are otherwise bound.

4.2 Spam - In the giving of effect to this Agreement You may not, either directly or indirectly, be a party to the generation, processing, dissemination or the like of Spam.

Any form of Spam will result in Your account being placed under review and all funds due to You being withheld pending an investigation. If Our Merchant incurs expenses and/ or damages in dealing with Spam generated mail or being blocked by third party Internet Service Providers these same expenses and/ or damages will be deducted from Your account should Our Merchants seek recourse against Us. If this occurs the amount of such expenses and/ or damages as determined by a Merchant will be deemed fair and final and acceptable to You. Should these expenses and/ or damages not be covered by funds in Your account we have the right to investigate other alternative means for obtaining payment, for example: should Your account have generated purchasing accounts we will hold payment of commission for these accounts until such a time as the account for expenses and/ or damages has been cleared. Should your account not be active nor be generating profit through commission payments We shall have the right to demand payment from You.

Should You require more information regarding Our Spam policy, please contact Us at spamreport@Zero36.com
Should You wish to report any incidences of Spam, please contact Us at spamreport@Zero36.com

4.3 Marketing Material - On registration as an Affiliate of Zero36 Ltd, You shall, via our site, newsletters and staff, have access to banners, text and/ or other online and offline promotional materials and trademarks (collectively "Approved Marketing Material"). You may place said materials on Your site, and/ or utilize them via e-mail and/ or direct marketing and/ or print media. These are the designated methods by which You may advertise on behalf of Our Merchants or Zero36 Ltd. You may not alter any of the Approved Marketing Materials or make use of other marketing materials without Our prior written consent. All Approved Marketing Material must be kept current and You shall utilize new Marketing Material forthwith after it is made available to You by Us. A breach of this clause 4.3 in any shall entitle Us to terminate this Agreement with immediate effect.

4.4 Affiliate Appointment - You hereby accept the appointment as Our Affiliate in terms of clause 3.1 above. You acknowledge that this Agreement does not grant You an exclusive right or privilege to assist Us in the provision of services arising from Your referrals. You shall have no claims to Commissions or other compensation on business secured by or through persons or entities other than You.

4.5 Approved Layouts - In the absence of Our prior written approval, You will only be permitted to use Our Approved Marketing Material as available on Zero36 Ltd., or supplied directly to You by Us, and will not alter its appearance nor refer to Us, Our Merchants or Our/ their partners in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by Us and constitute the only authorized and permitted representation of Our Merchants sites.

4.6 Good Faith / Ethical Conduct - You will not knowingly benefit from known or suspected traffic not generated in good faith, or via spam, whether or not it actually causes Client damage. Should fraudulent activity arise through a person directed to a site via your link, we retain the right to retract the commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you, either current or future, under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge. Even if you have not knowingly generated such traffic, we reserve the right to withhold referral fees with respect to such traffic.

4.7 Responsibility for Your Site and/ or Marketing Methods and Activities - You will be solely responsible for the development, operation, and maintenance of Your site and/ or Marketing methods and activities and for all materials that appear on Your site and/ or distributed via Your Marketing methods and activities. For example, You will be solely responsible for ensuring, amongst other things, that materials posted on Your site are not libelous or otherwise illegal. In the case of Approved Marketing Material You are required to ensure that all offers are current.

4.8 License to use Intellectual Property - The license granted to You in terms of clause 3.2 above may not be sub-licensed, assigned or otherwise transferred by You. You shall not during the term of this Agreement nor at any time thereafter assert the invalidity, unenforceability, or contest the ownership of the Intellectual Property in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice Our, Our Merchants' or Our licensor's rights in the Intellectual Property, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

PricewaterhouseCoopers Inc. Terms and Conditions

Under no circumstances are Affiliates allowed to use the PricewaterhouseCoopers Inc brand name or logo on their website. Instead, they should use the term one of the largest professional business service providers in the world and provide a link to the respective website where the report can be viewed. This applies to advertising in any form of media. For example, in magazines, on television or the Internet.

It is extremely important that you do not contravene these requirements as any infringement may have very serious consequences not only for yourselves but for the entire operator group.

4.9 Restrictions - You:
· are restricted to one Affiliate account only.
· shall not earn Commission on the Net Win and/ or Net Rake of any Second-tier Affiliate if, in the case that You are a juristic entity, they are Your employee, director, shareholder or agent or, in the case that You are a natural person, they are Your employee, agent or direct family member.
· shall not earn Commission on the Net Win and/ or Net Rake on Your own Customer Account nor on the Customer Account/s of Your employees or immediate family members.
If You or Your employees sign up as a Customer at one of Our Casino Merchants We shall have the right to terminate this Agreement.

4.10 Confidential Information - Except as otherwise provided in this Agreement or with the consent of any other parties hereto, all parties agree that all information, including, but not limited to, the terms of this Agreement, business information and technology concerning Us or You, respectively, or any of Our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Affiliates.

During the term of this Agreement, You may be entrusted with Confidential Information relating to the business, operations, or underlying technology of Our Merchants and/ or the Affiliate Program (including, for example, Commission earned by You under the Affiliate Program). You agree to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless you have Our prior written consent and that You will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.

4.11 Data Protection - You shall comply with any relevant data protection laws in the jurisdiction in which You are domiciled and any jurisdictions in which You operate.

4.12 Money Laundering - You may not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities.

It is recorded that some jurisdictions in which We operate have strict laws on money laundering that may impose an obligation upon Us to report You to the federal or local authorities within such jurisdictions if We know, suspect or have reason to suspect that any transactions in which You are directly or indirectly involved, amongst other things, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Affiliate Program or Our Merchants to facilitate criminal activity.

If we have any knowledge or suspicion envisaged above We may (a) immediately suspend, deregister or terminate Your membership of the Affiliate Program; and/ or (b), in our absolute discretion, not pay You any funds due to You as Commission.

We reserve the right to report you to the aforementioned federal or local authorities should we, in our absolute discretion, determine that we are obliged, by law, to do so.

4.13 Limitations of Advertising - The use of domain names, brand names or any bid made by you to any Internet search engine on keywords including without limitation, Zero36 trademarks or words that are confusingly similar, shall be considered to be a breach of the good faith provisions contained in Zero36 Ltd Terms and Conditions (see point 4.6).

Notwithstanding the foregoing, with our prior written consent, you may, in respect of any agreed Merchant, establish one or more derivative URLs that incorporate any one of the Merchant's marks or the Merchant's primary URL, or any variation thereof.

You will, at Your own cost, register such mentioned derivative URLs in the name of Zero36 Ltd and immediately notify Zero36 Ltd of each derivative URL established and maintained by You.

Each derivative URL must host a website that is identical to the corresponding Merchant's URL as provided to You by Us. Each derivative website must be updated to reflect changes to the provided URL from time to time. You will be notified of changes to the Merchant's URL and must update the derivative websites within 48 hours of such notification. You will remove any derivative website when requested to do so by Us. A derivative website may not, under any circumstances, be used to direct any persons to any site other than the Merchant's agreed URL. A derivative website may not include any promotional material, including banners, text, or other material, that does not relate to the Merchant. We have and reserve the right to terminate this Agreement immediately if any derivative website established by You is found to not comply strictly with these conditions.

5. Commission: Calculation and Payment

5.1 Calculation of Casino and Poker Commission You will earn Casino and Poker Commission based on:

• The Casino Net Win (Gross Win less Progressive Contributions (progressive games only) less Non-Cash Items less Fraud); and/ or
• The Net Win generated by Second-tier Affiliates.
• Poker Net Rake (Gross rake less bonus cash items less fraud).

Calculated as follows:

• If in a calendar month the Casino Net Win generated by You is less than or equal to US $15,000.00 You will earn 25% Commission on the Casino Net Win.
• If in a calendar month the Casino Net Win generated by You is greater than US $15,000.00 but less than or equal to US $30,000.00, You will earn 30% Commission on the Casino Net Win.
• If in a calendar month, the Casino Net Win generated by You is greater than US $30,000.00, You will earn 35% Commission on the Casino Net Win.
• In respect of Second-tier Affiliates, You will earn 2% of the Casino Net Win of such Second-tier Affiliate.
• If in a calendar month the Poker Net Rake generated by You is less than or equal to US $15,000.00 You will earn 25% Commission on the Poker Net Rake.
• If in a calendar month the Poker Net Rake generated by You is greater than US $15,000.00 but less than or equal to US $30,000.00, You will earn 30% Commission on the Poker Net Rake.
• If in a calendar month, the Poker Net Rake generated by You is greater than US $30,000.00You will earn 35% Commission on the Poker Net Rake.
• In respect of Second-tier Affiliates, You will earn 2% of the Poker Net Rake of such Second-tier Affiliate.
• For the month in which you join Zero36 Ltd as an affiliate you will earn 50% of the commission of the combined Casino and Poker Net win generated by you.

For the purposes of this clause 5.1 the following terms shall have the following meanings:

Fraud: any conduct that the casino in its sole discretion determines to be fraudulent conduct which shall include, but not be limited to, fraudulent credit card transactions and / or Charge Backs.
Gross Win: the total revenue generated by the casino as a result of all purchases by players introduced to the casino by You.
Non-Cash Items: the value of free credits or cash handed out to players by the casino or any other direct costs incurred to maintain the loyalty of a player (e.g. the cost of a gift to a player )
Progressive Contributions: a percentage of revenue generated on any progressive game that is paid over by the casino into a progressive pool.

Balances carried over

In the calculation of Commission where Net Win is negative due to Customer winnings and/ or Non Cash Items and/ or Cash Items and/ or Progressive Contributions said balance will be set to zero. A negative balance due to Fraud costs will be carried over (see 5.5 High Roller Policy for additional information).

5.3 Fraud Costs
We have and reserve the right to pass on any Fraud Costs to Your account.

5.4 Commission Payment
We will process the Commission earned by You in the previous calendar month by the tenth working day of the following month. We shall not be liable to You in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising.

Payment shall be made by Us to You by way of the method selected by You on registration, but only in US dollars or UK pounds at the market exchange rate.

Affiliates will only be paid by bank wire if the total amount owed in a single month is $1,000 or more. This is because of the costs associated with sending bank wires with a value lower than this. If the total amount owed is less than $1,000, the affiliate will be paid by check. If an affiliate wishes to be paid by bank wire when the amount owed is less than $1,000 then they must contact us at Affiliate@Zero36 Ltd by the fifth day of the following month in question. In doing so affiliates thereby agree to pay any associated costs that arise as a result of receiving the bank wire.

Referral fees will be based upon our good faith calculation based on our statistics. Affiliates will only be paid referral fees once they have a balance of $100 owing to them.

Zero36 Ltd will only make payments to active affiliates; an active affiliate account is defined as an account which has generated a minimum of 1 new paying customer for the casino clients of Zero36 Ltd within a 3 month period. If an account does not meet these requirements, at the sole discretion of Zero36 Ltd management, future commission payments may be withheld.

5.5 High-Roller Policy-

I) In any given month, if an individual player generates a negative net win of at least $10,000 ('high-roller'), and the aggregate net win in that month (for the casino) for that affiliate is negative $2,000 or greater, then the high-roller policy will apply.

II) If both of the above criteria are met (see point I) then the negative net win generated by the high-roller will be carried forward and offset against future net win generated by that high-roller.

III) The negative balance carried forward cannot be set-off against other players' net win.

IV) The negative balance carried forward cannot be greater than the total aggregate negative net win for the affiliate, for that month.

V) If there is more than one high-roller, the negative balance carried forward will be split proportionally between them.

VI) The negative balance of a high-roller will be reduced by future positive net win that they generate in subsequent months. A negative balance will not be increased by future negative net win unless the high-roller meets the qualifying criteria in subsequent months. (see point I)

VII) Affiliates who have qualifying high-rollers on their account will be notified at the beginning of the following month

We reserve the right to change the Commission schedule and method of calculation of Commission.

6. Term and Termination

6.1 Term - The term of this Agreement will commence on submission of Your registration to Zero36 Ltd and shall endure until terminated for any reason on notice by either Party.

6.2 Termination - Notice of termination shall be given in writing by either Party to the other. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.

6.3 Consequences of Termination - All rights and licenses granted to You in this Agreement shall immediately terminate. You must immediately remove any reference to Zero36 Ltd and any of its Merchants from Your site and disable any links from Your site to same. In particular, You shall immediately remove access to any derivative website established by Yourselves.

• Upon termination for reasons other than breach of this Agreement by Yourselves, You shall continue to be entitled for a period of six months to receive Commission on the terms and conditions as specified herein.
• If We continue to permit activity (generation of revenue) from Customers directed by You after termination, this shall not and shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.
  You will return to Us any Confidential information and/ or Customer Information, and all copies of it in Your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations relating to Us or to Our Merchants. You will take immediate steps to transfer ownership to Our Merchants of each derivative URL established by You, at a cost to Zero36 Ltd and/ or Our Merchants not exceeding that incurred by You in registering the derivative URL.
  
  You and We and Our Merchants and their electronic cash provider, suppliers, contractors, agents, their directors, officers, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate You from any liability arising from any breach of this Agreement, that occurred prior to termination.

6.4 - WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE.

Any form of traffic that is generated from any medium that is aimed at children, promotes violence, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates intellectual property rights, or are otherwise considered by Us to bring Zero36 Ltd or Our Merchants into disrepute or prejudice the interests of Zero36 Ltd or Our Merchants in any way is considered unsuitable and constitutes a breach of agreement.

7. Relationship of Parties

7.1 You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You shall have no authority to make or accept any offers or representations on Our behalf. You shall not make any statement, whether on Your site or otherwise, that conflicts with this clause 7.1.

7.2 You will not be treated as an employee with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Acts, or any other federal, state, or local statute, ordinance, rule, or regulation of any country whatsoever similar in purpose to the aforementioned Code and Acts.

7.3 You shall not make any claims, representations, or warranties in connection with Us or Our Merchants and You shall have no authority to, and shall not, bind Us or Our Merchants to any obligations outside of this Agreement, unless agreed to in writing by either Zero36 Ltd or Our Merchants.

8. Indemnity, disclaimers and Limitation of Liability

8.1 Indemnity
You shall defend, indemnify, and hold Us and Our Merchants and their electronic cash providers, suppliers, contractors, agents, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with (a) any breach by You of any warranty, representation, or agreement contained in this Agreement, (b) the performance of Your duties and obligations under this Agreement, (c) Your negligence or (d) any injury caused directly or indirectly by Your negligent or intentional acts or omissions, or the unauthorized use of Our banners and link or this Affiliate Program. Further, You will indemnify and hold Us harmless from all claims, damages, and expenses (including, and without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of Your site

8.2 Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program, Zero36 Ltd or Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, We make no representation that the operation of Our site (including service and tracking) will be uninterrupted or error-free. We will not be liable for the consequences of any such interruptions or errors.

8.3 Limitation of Liability
We will not be liable for direct, indirect, special, punitive or consequential damages or for any loss, of any nature whatsoever, arising from or in connection with this Agreement or the Affiliate Program, even if We have been advised of the possibility of such damages. Further, Our aggregate liability arising with respect to this Agreement and the Program shall not exceed the total Commission paid or payable by Us to You under this Agreement. Our obligations under this Agreement do not constitute personal obligations of Our directors, officers, consultants, agents or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.

9. Miscellaneous

9.1 Governing Law - This Agreement will be governed by the laws of the Mohawk Territory of Kahnawake without reference to rules governing choice of laws. Any action relating to this Agreement must be brought i the Mohawk Territory of Kahnawake and You irrevocably consent to the jurisdiction of its courts.

9.2 Mutual Support - Both Parties shall give each other their mutual support in the giving of effect to the spirit, purport and object of this Agreement.

9.3 Third Parties - Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.

9.4 Assignability and Enurement - You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, enure to the benefit of, and enforceable against You and Us and Your and Our respective successors and assigns.

9.5 Non-Waiver - Our failure to enforce Your strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of Our right to subsequently enforce such provision or any other provision of this Agreement.

9.6 Remedies - Our rights and remedies hereunder shall be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of Our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that Our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

9.7 Severability/Waiver - Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

9.8 General - This agreement will stay in effect for so long as Zero36 Ltd makes this service available, unless this agreement is terminated prior thereto in terms of clause 6 above.