Please read this Agreement carefully before you accept it. Once you accept this Agreement it becomes binding upon you / the organization (‘Partner Company’) that you represent. If you do not have the right to represent the Partner 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 PlainPartners Marketing Agreement and the complete the Affiliate Signup Form.
1. General provisions
1.1. This Agreement is between PlainPartners part of Plain Support S.A., a company registered in Costa Rica, VAT id Number 3-101-61364, Sabana Sur, de La contraloria, General de la Republica, San Jose, Costa Rica (referred to in this Agreement as “PlainPartners” or “PP”) and the individual or entity stated as ‘Partner Company’ in the Affiliate Signup Form.
1.2. Reference to the ‘Partner Company’ or ‘you’ or ‘your’ is a reference to the person or company identified by name in the affiliate signup form.
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 authorized to act on behalf of the Partner Company, then without prejudice to any other actions that may be available to PlainPartners the person submitting the Affiliate Signup Form shall be bound by this Agreement and all the references to ‘Partner 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 Partner Company declare and warrant that the information that you provided in the Affiliate Signup Form is true, complete and correct. You shall notify PP immediately of any change in the information provided in the Affiliate Signup Form.
1.6. You agree that PP 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 Partner 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, statue 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 Partner Company 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 PP by notifying the Partner Company either by email or by posting a new version of the Agreement on PP’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 PP’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 of 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 PlainPartners Marketing Agreement, the provisions of this PlainPartners Marketing Agreement shall prevail.
1.11 For the purposes of this Agreement, the terms “controller”, “data subject”, “personal data”, “process”, “processing” and “processor” shall have the meaning given to them in the General Data Protection Regulation ((EU) 2016/679),) (“GDPR”).
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 PlainPartners 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 PP from time to time by email or generally on PP’s website www.PlainPartners.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 Site(s) as defined below.
2.1.3. ‘Participating Site(s)’ means
all sites mentioned on the PlainPartners website; which are website(s) owned and operated by Plain Support S.A. and/or websites PP is authorized to promote.
Additional websites may be added by PP 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 another “Participating Site” under this Agreement.
2.1.5. “Player” means any person using the Service of 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 Partner Company, (1) has been referred to any of the Participating Sites by the Partner Company, and (2) has properly registered and opened an account with any of the Participating Sites, as may be required by Plain Support S.A. 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 Plain Support S.A. operating the Service, and (5) has made the first real money deposit into the said account, as determined solely by PP on the basis of information registered on the relevant Participating Site’s or PP’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, (7) Referrals of affiliate principals, business partner(s), family or friend will not be considered a Referred Player;
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. “Partner Commission” shall mean the amount due to the Partner Company for the services rendered under this Agreement, calculated as provided in clause 5 of this Agreement.
2.1.9. ‘Partner 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. ‘Partner Website’ also encompass any other website which host links to one or more Plain Support Brands where such links pass referral information associated with the partner company.
2.1.10. ‘Partner Services’ shall mean the services undertaken under this Agreement by the Partner Company as stated in clause 3.1. herein
2.1.11. ‘Commission Account’ shall mean the account that the Partner Company opens on PP’s or other Plain Support S.A. system, as may be decided by PP, into which the Partner Commission is paid to the Partner Company.
2.1.12. “Net Revenue” for any particular period of time shall mean Gross Revenue for the same period of time less bonuses, delta jackpot contribution (gives positive contribution when jackpot is won), gaming taxes and Service fee. Quarantined players should there be any will not effect the commission until cleared from quarantine.
220.127.116.11 “Quarantined players” means any player that that has generated a negative Net Revenue of -€5,000 or lower in a single period.. Big Winners will be put in Quarantine until the individual balance of the player is 0 and will not effect commission negatively in the period which the player was quarantined.
18.104.22.168 Service fee include licensing fees, payment handling fees, chargeback fees and chargeback costs. With chargeback fees and chargeback costs out of the ordinary PlainPartners reserve the right to apply additional deductions unless deemed fraudulent which would be a breach of contract.
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 PP. 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 PP’s Website.
2.1.15. “Dormant Player” shall mean a Player who, after becoming a Referred Player, has not made any deposit into his player account with any of the Participating Sites within 6 months of registration.
2.1.16 “Related Company” shall mean a company involved in the same general corporate or day-to-day operational structure as Plain Partners or any of the Partner Brands
2.2. Clause headings are for information purposes only.
3. Rights and Obligations of the Partner Company
3.1. The Partner Company shall carry out marketing, advertising and promotion of the Participating Sites and refer prospective Referred Players to the Participating Sites via the Partner Website and any other channels including but not limited to email and sms messaging (“Partner Services”) in accordance with the terms and conditions of this Agreement.
3.2. The Partner Company shall perform Partner Services actively, effectively, with the best of its ability with the view of making the Service a successful long-term venture and maximizing the benefit for PP and the Partner Company.
3.3. The Partner Company shall provide space for banners and links promoting the Service on the Partner Website and, if approved by Plain Support, on other websites and media channels.
3.4. Unless specifically agreed otherwise, all marketing material to be used by the Partner Company for carrying out the Partner Service shall be provided by PP at no cost to Partner Company.
3.5. Subject to its obligations under clauses 3.6, 3.7, 3.8, 3.10, 3.11 and 3.14 Partner Company shall carry out its Partner Services as it deems appropriate and effective. The Partner Company shall be solely responsible for the manner in which the Partner Services are carried out and, in respect of marketing material not provided by PP, for the content of the said marketing material.
3.6. For any content of any promotion, advertising or marketing done by the Partner Company using any of the Plain Support Brands, whether by way of banners, adverts or otherwise, the Partner Company shall at all times obtain and maintain a prior written approval from PP. In case marketing material provided by PP, the provision of such material shall be considered as approval to use such material.
3.7. The Partner Company shall conform and adhere to laws, good practice and good business conduct applicable to the Partner Company, to the operation of the Partner Company’s websites, including the Partner Website, and to the activities carried out by the Partner Company under this Agreement in the geographical markets where Partner Company carries out its activities under this Agreement or which are targeted by the Partner Company.
3.8. Without prejudice to the generality of clause 3.7 above, the Partner Company shall not itself nor authorize 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 jurisdictions to access and use the Service from or list of jurisdictions where we deny service(Link). Promotion of the Service to persons in the United States of America (USA), USA territories, Malaysia, China, France, Iceland or Hong Kong & Manipulation to circumvent territorial blocks is a breach against this Agreement and will void all Partner Commission to the Partner Company.
3.8.2. Cause disturbing marketing/traffic.
3.8.3. Conduct the Partner Services in unlawful manner or form, including placing or using any material which is malicious, obscene, sexually explicit, violent, potentially libelous, 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 Partner Company is targeting);
3.8.4. Interfere with the operation or accessibility of any of the Participating Sites;
3.8.5. Conduct the Partner Services in any way that is misleading or confusing as to the relationship amongst the Referred Player / prospective Referred Player, the Partner Company and Plain Support S.A. 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 PP that the Partner Company does not adhere to this obligation, PP shall have the right to terminate this Agreement immediately in addition to other remedies available to PP at law. Moreover, should the Partner Company use spam, PP will close all account(s) of the Partner Company and withhold funds immediately. Due to ongoing efforts, legal actions will be taken should the use of spam be brought to PP’s attention.
22.214.171.124 Any form of cookie fishing not promoting the brand according to brand guidelines
3.8.7 Provide information or promotion regarding methods for players to defraud or abuse the bonus programs at any Partner Brands
3.9. The Partner Company is allowed to introduce sub-affiliates. It shall be the sole responsibility of the Partner 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 Partner 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 Partner Company shall remain solely responsible towards PP 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 Partner Company and the sub-affiliate and neither PP or any other Plain Support S.A. shall accept any liability in this respect.
3.11. The Partner Company shall not allow any rake-backs in any form or by any means whatsoever breaching Plain Support partners Networks Terms and Conditions. A breach of this condition shall give the right to PP to terminate this Agreement immediately.
3.12. The Partner Company acknowledges and accepts that the said Plain Support S.A. 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 Partner Company and without any liability whatsoever on the part of PP or the said Plain Support S.A.,
3.13. The Partner Company acknowledges and accepts that in order to carry out its obligations under this Agreement in particular in respect of calculating and paying the Partner Commission, PP requires to liaise with and obtain information from and pass information to Plain Support S.A. or Companies providing the Service on the Participating Sites. In this respect, the Partner Company:
3.13.1. Authorizes PP to disclose to and to obtain from Plain Support S.A. operating the Service all information that may be required for the proper operation of this Agreement;
3.13.2. Releases PP and Plain Support S.A. operating the Service from any and all liability related to or arising out of the above-mentioned disclosures.
3.14. The Partner Company shall have the right to utilize Plain Support brands during the period of validity of this Agreement solely and exclusively to the extent that such use has been approved by PP for the purposes of carrying out by the Partner Company its Partner Services in accordance with the terms of this Agreement. Without prejudice to the generality of the above.
3.14.1. The Partner Company shall not register or utilize in any way, whether as the Partner Website/software application or otherwise, any domain name that contains (a) any of the Plain Support brands 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 Plain Support brands or Partner Brands, the Partner Company must obtain written consent from PP prior to registration or utilization of the domain name;
3.14.2. The Partner Company shall not utilize and shall not allow any third party to utilize any website or software application having a domain name / application name that contains any of the Plain Support 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 Partner Company shall not engage in any marketing by way of pay-per-click, sponsored links, search engines’ keywords, App Store Optimization, portal appearance, forum appearance, ad words or similar promotion which utilizes any of the Plain Support brands.
4. Rights and Obligations of PP
4.1. PP shall make available to the Partner Company tools allowing the Partner Company to monitor the Partner Commission and the payments of the said Partner Commission into the Commission Account using an online monitoring system at a secure web site.
4.2. PP shall provide to the Partner Company sufficient information PP declares and the Partner Company acknowledges and accepts that the Service is operated by Plain Support S.A. which is responsible for compliance with all regulation or legislation applicable to the operation of the Service. PP declares and the Partner Company acknowledges and accepts that neither PP nor any Plain Support S.A. 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 Plain Support S.A. operating the Service deems appropriate.
4.4. In case of any breach by the Partner Company of any of the terms and conditions of this Agreement, in addition to other remedies available to PP at law and under this Agreement, PP shall have the right to terminate this Agreement by a notice given to the Partner Company. Unless the breach by the Partner Company is serious and/or irreparable (which will be determined by PP in its sole discretion), before the termination PP shall allow the Partner Company a period of time not less than 10 days to give to the Partner Company the possibility to correct the matter and overcome the failure.
4.5. This Agreement does not impose any exclusivity obligation on PP. Neither PP nor any other Plain Support S.A. shall be liable in any way what so ever for engaging in any arrangement competing with the Partner Company.
4.6. Notwithstanding anything else stated in this Agreement, neither PP nor Plain Support S.A. or other related company, 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 Partner Company, even if such loss arises from the inability of PP to ensure the delivery of the Service stipulated in this Agreement for any reason whatsoever, whether PP is at fault or whether a third party is at fault.
4.7. Unless explicitly stated in this Agreement, PP does not make any warranty or representation of any kind.
4.8. In case of a breach by the Partner Company of clause 3.14, in addition to other remedies available to PP at law, PP or another Plain Support S.A. 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 Partner Company in breach of clause 3.14 and the Partner Company shall assist PP and/or shall assign to PP or to another Plain Support S.A. or to the owner of the Partner Brand, as may be specified by PP, all the said domain names irrespective of whether they are top level generic domain name, top country level domains or otherwise.
5. Partner Commission
5.1. In consideration for the Partner Services provides by the Partner Company, PP shall pay to the Partner Company the Partner Commission as stated in this clause.
5.2. The Partner Commission payable to the Partner Company shall be based on a percentage of Net Revenue, such percentage to be determined based on the number of unique new first time depositors referred in a calendar month as stated in the table below:
|0 – 5||25%|
|6 – 10||30%|
|11 – 20||35%|
|21 – 39||40%|
In cases where the Partner Company introduced sub-affiliates the Partner Company can receive sub-affiliate commission due to the said sub-affiliates after agreement with designated affiliate manager and approved by PP affiliate director.
5.3. PP shall pay the Partner Commission is paid to the Partner Company on a monthly basis in arrears, not later than the twentieth (20th) day of each month in respect of the Partner Commission for the preceding month. The payment shall be accompanied by a written statement that details the calculation of the Partner Commission.
5.4. The Partner Commission shall be paid into the Commission Account.
5.5. Any charges that may be applicable to the withdrawal of the Partner Commission from the Commission Account by the Partner Company shall be borne solely by the Partner Company.
5.6. PP has the right to adjust payments of the Partner Commission from time to time to reflect any overpayments or other applicable deductions, which were not deducted earlier, such as chargebacks/refunds and related bank fees.
5.6.1 In cases where the affiliate Net Revenue for the month is negative -€4,000 or lower, and that affiliate has an individual Referred Player that has generated a negative Net Revenue of -€5,000 or lower, that specific player will be placed in Quarantine until such time that the specific player has generated sufficient Net Revenue in future months to offset the negative net revenue.
5.6.2 In cases where more than one Referred Player is placed into Quarantine, each will have their own negative balance managed separately
5.6.3 Quarantined player negative balance, when carried forward, will not be offset against Net Revenue generated by other players
5.6.4 Once a Quarantined player has generated Net Revenue sufficient to offset their individual negative balance, their Net Revenue will once again contribute to the general Partner Commission
5.7. All payments of the Partner Commission shall be made in Euro or in such other currency that may be determined by PP and regardless of the currency used by the Referred Players to use the Service.
5.8. PP shall have the right to withhold any and/or all payments to the Partner Company if the Partner Company is in breach of any of the provisions of this Agreement.
5.9. The Partner Commission stated in clause 5.2 above is exclusive of VAT. VAT shall be payable into the Commission Account in addition to the amounts stated in 5.2, except where in terms of the Maltese law it is PP who has to account for VAT in Malta in relation to the Partner Services (under reverse charge). In case of any change in the applicable VAT, the Partner Commission shall be adjusted, so PP’s position remains not more onerous than prior to the change.
5.10. The Partner Company shall be solely responsible for registering and accounting for any and all taxes due in relation to any payment made to the Partner Company in terms of this Agreement.
5.11. The Partner Company has the right, at its own expense and at reasonable intervals, to audit the systems and the figures related to this agreement.
6. Duration and Termination
6.1. This Agreement shall become effective as stated in clause 1.7. 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. PP reserves the right to terminate this Agreement by a notice in writing (an email being sufficient) if the Partner Company does not actively promote the Participating Sites. Not actively promoting the Participating Sites shall be deemed a material breach of this Agreement.
6.5. In the event of termination of this Agreement without any fault or breach on the part of the Partner Company, The Partner Company shall have the right to continue to receive a Partner 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 Partner Commission shall cease upon the termination of this Agreement for any other reason. If the Partner Company wishes to resume promotion of the Participating Sites, a new agreement will have to be entered into between the Partner Company and PP; 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 PP at all times.
6.7. Unless explicitly stated otherwise, and with the exception of Confidentiality, Non-Disclosure, and clause 3.1 of this agreement, 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, Data Protection, Use of Personal Information, 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 Partner Company acknowledges and accepts that all Players’ Data, including data relating to Referred Players, is the exclusive property of PP, Plain Support S.A. or other affiliated companies and shall remain so regardless of any termination of this Agreement.
7.4 The Partner Company acknowledges and agrees that it is the controller of personal data of, first and last name, registered address, phone number and Skype ID. The Partner Company Acknowledges and agrees that Dumarca Gaming Ltd shall be a controller in respect of the referred players’ data.
7.5 The Partner Company will only send direct marketing to data subjects who have given valid consent to receive such marketing communication as required by applicable data protection laws, including the GDPR. The Partner Company acknowledges and agrees that any direct marketing it sends pursuant to this Agreement, and the consents related to the same, shall be independent of, and governed separately from, any marketing consents that Dumarca Gaming Ltd may have in respect of Players and the marketing of its own services. All direct marketing sent by the Partner Company shall include the ability for the recipient to opt-out of all future direct marketing from the Partner Company.
7.6 The Partner Company shall at all times comply with the GDPR including, without limitation, ensuring that any personal data it collects is: (i) collected fairly, lawfully and transparently; (ii) processed in accordance with a lawful basis set out in the GDPR; and (iii) protected using appropriate technical and organisation measures.
7.7 The Partner Company shall notify PP immediately if it receives any complaint from a data subject, or if any competent authority contacts the Partner Company, in respect of any direct marketing relating to the Participating Site(s).
7.8 The Partner Company shall provide PP with all such assistance as necessary in respect of data breaches, claims and requests for information made against Dumarca Gaming Ltd in respect of any communications sent by the Partner Company pursuant to this Agreement.
7.9 PP may, from time to time, request that the Partner Company provides evidence of its compliance with the foregoing, and the Partner Company shall provide such evidence promptly.
7.10 The Partner Company hereby indemnifies Dumarca Gaming Ltd against all costs, claims, fines, damages and expenses incurred by Dumarca Gaming Ltd, or for which they may become liable, due to any failure by the Partner Company, or its employees, agents subcontractors or processors, to comply with any of the foregoing obligations or any failure to comply with applicable data protection law, including the GDPR. Nothing in this Agreement shall limit the Partner Company’s liability for such breach.
7.11. Use of personal data: PP will use the personal information of the Partner Company (meaning any information relating to the Partner Company from which an individual can be personally identified, such as a name, address, telephone number and email address) for the following purposes:
• to set up and maintain the Partner Company’s account with PP;
• to provide the Partner Company with the services set out in these terms and conditions (including providing the Partner Company with marketing material);
• to verify the information which the Partner Company provides PP, and to comply with relevant regulatory requirements;
• to monitor activities in order to detect fraudulent, criminal or improper activities (including money laundering), and breaches of these terms and conditions;
• to keep the Partner Company informed of PP’s future marketing and promotions;
• to provide the Partner Company with information about its account; and
• for any other purpose which is necessary for the performance of PP’s contractual obligations to the Partner Company, or for enforcing the Partner Company’s compliance with its contractual obligations to PP.
PP may disclose the personal information of the Partner Company to relevant third parties for the above purposes, including (without limitation) to:
• identity and/or age verification agencies; and/or
• credit checking agencies; and/or
• relevant authorities; and/or
• gambling operators or service providers; and/or
• electronic payment providers or financial institutions.
If it transfers the personal information of the Partner Company outside of the European Economic Area, PP will ensure that there are adequate measures in place to ensure that such personal information is protected (such adequate measures may include transferring to a jurisdiction which the European Commission recognizes as providing adequate protection for the rights and freedoms of data subjects in connection with the processing of their personal data).
8.1. The Partner Company shall hold harmless and shall indemnify PP for any and all damages of losses suffered by PP or its officers or representatives due to any breach by the Partner Company of this Agreement.
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 Plain Support and the Partner 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 Partner Company may not assign or transfer this Agreement, in whole or in part, without PP’s prior written consent. PP may
wholly or partly assign its rights and obligations under this Agreement to any Plain Support S.A. company or other related company.
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 here of 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 Partner Company, or the Partner Company’s owner(s), which PP management believes can damage the reputation of PP, Plain Support S.A. and its brands or those of related companies, PP 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 Partner Company acknowledges and agrees that neither PP nor Plain Support S.A. companies or any of its members, shareholders, directors, officers, employees or representatives will be liable to the Partner 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 Malta.
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 Malta. 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 Malta. The arbitration shall be conducted in the English language in Malta. The above notwithstanding, either Party shall be entitled to seek an injunction in any relevant jurisdiction.
IN WITNESS WHEREOF, THE PARTNER COMPANY expressly agrees to the terms and conditions of this Agreement by activating the account at PP.
Version 0.6 – 28 May, 2018