6. Agency & Brand Responsibilities

Subject to your ongoing compliance with this Agreement and the applicable Brand/Client Terms, the Agency and relevant Brand/Client will use reasonable commercial efforts to:a) Provide you with access to approved tracking links, referral tools, and reporting systems to enable the tracking of qualified referrals;
b) Maintain a technical platform for monitoring referral activity, subject to reasonable maintenance, system updates, and technical limitations;
c) Make available approved marketing materials, brand assets, and promotional content where appropriate;
d) Register, manage, and service customers referred through your tracking links in accordance with applicable laws, regulatory requirements, and internal policies;
e) Calculate and record eligible revenue, referral activity, and commissions in accordance with the applicable Brand/Client Terms and Client Commission Terms;
f) Provide access to reporting and performance data through the affiliate platform, subject to verification, reconciliation, and audit processes;
g) Process payments of verified and eligible earnings in accordance with applicable payment schedules, thresholds, and compliance requirements;
h) Provide reasonable account management, compliance guidance, and operational communication through designated personnel or systems.

Operational Rights and Limitations

You acknowledge and agree that:

a) The Agency and Brand/Client are not responsible for referral activity that cannot be accurately tracked due to incorrect implementation, browser restrictions, ad blockers, device limitations, third-party interference, or technical issues outside their reasonable control;
b) If a referred customer registers through a channel, platform, or brand not linked to your approved tracking links, that customer will not be attributed to you;
c) The Brand/Client may refuse, restrict, suspend, or close customer accounts where required by law, regulation, responsible gambling obligations, fraud prevention measures, or internal risk management policies;
d) The Agency and Brand/Client may suspend, freeze, or restrict affiliate accounts and related payments during audits, investigations, compliance reviews, or regulatory inquiries;
e) The Agency and Brand/Client may modify, update, replace, or withdraw marketing materials, tracking tools, platform features, or technical integrations from time to time;
f) The Agency and Brand/Client may conduct internal investigations into affiliate or player activity where reasonably necessary to protect regulatory, commercial, operational, or reputational interests.

No Guarantee of Performance

The Agency and Brand/Client do not guarantee any minimum level of traffic, conversion rates, player activity, revenue, or earnings. Participation in any affiliate program is undertaken at your own commercial risk.

7. Marketing & Promotional Standards

7.1 General Advertising Standards

The Partner must use approved marketing materials and comply with all applicable laws, regulatory requirements, and Brand/Client Terms modules relating to advertising and promotional activities, including (without limitation) pay-per-click (PPC), paid search, search advertising, organic SEO, social media, influencer marketing, email marketing, direct marketing, responsible gambling messaging, mobile app promotions, livestreaming, affiliate networks, and any other existing or emerging marketing channels or formats.

You must not use Brand/Client trademarks or brand-related identifiers in paid search without prior written approval.

7.2 Approved Content and Materials

You may only use marketing materials, creative assets, promotional copy, tracking links, and brand content that are approved by the Agency or relevant Brand/Client.

You must not materially alter approved materials without prior written consent.

Any third-party, custom, or self-created content referencing a Brand must be approved where required under the applicable Brand/Client Terms.

7.3 Accuracy and Transparency of Offers

All promotions, bonuses, and customer offers must be presented clearly, accurately, and without misleading omissions, exaggeration, or ambiguity.

Where applicable, you must clearly disclose:
• eligibility criteria;
• age restrictions;
• deposit and wagering requirements;
• bonus limitations;
• expiry dates;
• material terms and conditions.

You must not use misleading phrases such as “free money”, “risk-free”, “guaranteed wins”, or similar.

7.4 Influencers and Third Parties

You may not engage influencers, ambassadors, content creators, or third-party promoters in connection with any Brand without prior approval where required.

All such individuals must comply with applicable age, audience, and regulatory requirements. You remain responsible for their conduct.

7.5 Social Media and Public Platforms

Social media activity must direct users to compliant landing pages and must not misrepresent your relationship with any Brand.

Direct posting of affiliate tracking links may be restricted and is subject to applicable Brand/Client Terms.

All platform rules and advertising policies must be followed.

7.6 Paid Advertising, PPC, and Domains

Unless expressly permitted:
• You must not bid on Brand trademarks;
• You must not use Brand names in display URLs;
• You must not register confusingly similar domains;
• You must not impersonate Brand-owned channels.

7.7 Direct, Email, and Push Marketing

You must not engage in email, SMS, push notification, or similar direct marketing without prior written approval where required.

Where permitted, you must:
• hold valid, documented consent;
• comply with data protection laws;
• maintain unsubscribe mechanisms;
• exclude self-excluded and restricted users;
• comply with suppression and DNM lists.

A valid Data Processing Agreement may be required.

7.8 Prohibited Marketing Practices

You must not engage in:
• pop-ups, pop-unders, forced redirects, or deceptive framing;
• misleading advertorials;
• falsified testimonials or results;
• fabricated betting tips;
• deceptive comparison claims.

7.9 Use of Technical Tools and APIs

Where you are granted access to APIs, feeds, or technical tools, you must comply with all applicable usage guidelines and security requirements.

You must not share access credentials or provide unauthorised third-party access.

7.10 Monitoring and Enforcement

The Agency and Brand/Client may monitor your marketing activities and require modification or removal of non-compliant content. Failure to comply may result in enforcement action under Section 16.

7.11 Affiliate Conduct and Prohibited Practices

You agree that you will conduct your affiliate activities in good faith and use reasonable commercial efforts to actively and genuinely promote the relevant Brand/Client in accordance with this Agreement.

Without limitation, you must not:
a) engage in artificial, deceptive, or incentivised traffic generation, including paying users to register, offering cashback schemes, or operating external reward systems without approval;
b) promote, encourage, or provide guidance on matched betting, arbitrage betting, “sure betting”, bonus exploitation systems, or similar practices designed to circumvent commercial intent;
c) operate more than one affiliate account per market or Brand/Client without prior written consent;
d) use marketing styles, imagery, language, characters, or themes likely to appeal to minors, including cartoons, youth-oriented designs, or child-focused messaging;
e) publish or link to content that is defamatory, hateful, discriminatory, pornographic, violent, extremist, politically abusive, or otherwise harmful or unlawful;
f) misrepresent your relationship with any Brand/Client or present yourself as an official operator channel;
g) use misleading meta tags, hidden redirects, spam techniques, or deceptive SEO practices;
h) offer financial or other incentives to third parties to generate referrals without written approval;
i) assist, permit, or benefit from any fraudulent, abusive, or manipulative activity.

Any breach of this section constitutes a material breach of this Agreement.

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8. Responsible Gambling, Vulnerable Audiences & Regulatory Compliance

Where compliance with applicable law, regulatory direction, or licence conditions requires suspension, termination, withholding of payments, or modification of commercial arrangements, such action shall prevail over any contractual provision to the contrary.

8.1 Core Objectives

In promoting any Brand/Client, you acknowledge that the Agency and its partners are committed to the following core objectives:
a) Preventing gambling from being associated with crime, disorder, fraud, money laundering, or any other unlawful activity;
b) Ensuring that gambling services are promoted in a fair, open, transparent, and responsible manner; and
c) Protecting children, young persons, and vulnerable individuals from harm, exploitation, or irresponsible gambling practices.

You agree to conduct all marketing and promotional activities in a manner consistent with these objectives at all times. Any activity that undermines these objectives will be treated as a material breach.

8.2 Promotion of Regulated Operators Only

You must only promote brands, products, services, websites, platforms, or operators that are legally authorised and regulated in the jurisdictions in which you conduct marketing activities.

You must not promote:
• Offshore, unlicensed, unregulated, black-market, or illegal gambling operators;
• Any brand or platform that does not hold all required licences, approvals, or regulatory authorisations;
• Any gambling service that is prohibited in any jurisdiction targeted by your marketing.

All promotions must clearly and accurately identify the brand being promoted, including its licensed or regulated status and any legally required disclaimers.

8.3 Protection of Vulnerable Persons

You must not intentionally or knowingly target vulnerable individuals in any marketing or promotional activity.

You must not use content, imagery, language, incentives, targeting criteria, or distribution methods that could reasonably be interpreted as aimed at individuals who are at risk of harm, exploitation, addiction, financial hardship, age-based vulnerability, or other conditions that may increase susceptibility to gambling-related harm.

For the purposes of this Agreement, “vulnerable persons” includes, without limitation, individuals who are:
• Under the legal gambling age in the relevant jurisdiction;
• Showing signs of problem gambling, compulsive behaviour, or loss of control;
• Experiencing financial distress or other circumstances indicating elevated risk.

If the Agency or a Brand/Client determines, acting reasonably, that any of your marketing or promotional activity is likely to appeal to, recruit, or exploit vulnerable persons, you must immediately cease such activity and remove all related content.

Persistent, reckless, or intentional targeting of vulnerable persons constitutes a material breach and may result in enforcement action, including commission withholding or reversal, suspension, or termination.

8.4 Regulatory Compliance & Licensing

Regulatory Alignment
You acknowledge and agree that your participation in affiliate programs facilitated by the Agency is subject to applicable gambling, advertising, consumer protection, data protection, and financial crime laws.

You agree to conduct your activities in a manner consistent with applicable licence conditions, regulatory codes of practice, and industry standards that apply to the Brand(s) you promote. Where required by law, regulation, or regulatory guidance, you agree to operate as if bound by the same relevant compliance standards as the Brand/Client.

Licensing and Authorisations
You are responsible for obtaining, maintaining, and complying with any licences, registrations, permissions, consents, or authorisations required in connection with your affiliate activities, including any affiliate, marketing, or intermediary licences where applicable.

You must immediately notify the Agency if any required authorisation is suspended, revoked, restricted, or expires.

Regulatory Cooperation
You agree to provide the Agency and/or relevant Brand/Client with any information reasonably required to enable compliance with regulatory reporting, audit, monitoring, or investigation obligations. This may include, where lawful and appropriate, marketing records, campaign data, audience targeting information, and compliance documentation.

Age-Gating and Youth Protection
You must ensure that:
• All marketing content, websites, and promotional materials are directed exclusively at persons who meet the legal gambling age in the relevant jurisdiction;
• Any free-to-play, demo, or promotional wagering content is subject to appropriate age-verification mechanisms where required;
• No marketing is designed to appeal to minors or underage persons.

You must not place links, content, or advertisements on pages, platforms, or channels that are primarily directed at underage audiences.

Territory and Jurisdiction Restrictions
You must not target, distribute, or promote Brand content in any jurisdiction where:
• gambling is illegal;
• the Brand is not properly licensed; or
• promotion is restricted or prohibited.

You are responsible for monitoring applicable territorial restrictions and regulatory updates. The Agency does not provide legal advice regarding jurisdictional compliance, and you are responsible for obtaining independent legal advice where required.

Platform and Channel Approval
Unless expressly permitted under applicable Brand/Client Terms, you must not place tracking links or Brand content on platforms, channels, or media formats not previously approved by the Agency or Brand/Client. This includes, without limitation, third-party websites, mobile applications, messaging platforms, and emerging media formats.

Monitoring and Enforcement Rights
The Agency and/or Brand/Client may monitor your marketing activities and promotional channels to verify compliance with this Agreement and applicable regulatory requirements.

You agree to cooperate with reasonable monitoring requests and provide relevant information where necessary, subject to applicable data protection laws.

Where non-compliant activity is identified, the Agency may require immediate corrective action, removal of content, suspension of links, or other enforcement measures in accordance with this Agreement.

Compliance Warranty
You warrant and represent that you will at all times perform your obligations under this Agreement in accordance with all applicable laws, regulations, regulatory guidance, and industry standards. Failure to comply with this section constitutes a material breach.

9. Data Protection & Privacy

The Partner must comply with all applicable privacy and data protection laws, including obtaining proper consent for tracking technologies and marketing communications.

Where required by statute, you must provide users with opt-out mechanisms and respect data subject rights.

10. Anti-Fraud & Anti-Abuse

Attempts to manipulate tracking, inflate referrals, or engage in fraudulent activity are prohibited.

The Agency and Brand/Client may withhold or reverse any earnings related to such violations.

You must maintain accurate records of activities relevant to your affiliate operations.

11. Intellectual Property

All brand intellectual property (trademarks, logos, service marks, copyrights, domains, artwork) belongs to the relevant Brand/Client.

Your right to use such intellectual property is limited to what is expressly authorised in writing and only for the duration of your participation.

12. Confidentiality

You must protect the Agency’s and Brand/Client confidential information and not disclose it except as permitted by law.

“Confidential information” includes commercial, technical, financial, and marketing information not publicly available.

13. Payments & Affiliate Earnings

13.1 Governing Documents

Your right to receive earnings, commissions, or other compensation is governed by this Base Partner Terms, the applicable Brand/Client Terms, and, where a negotiated commercial arrangement exists, the relevant Client Commission Terms.

13.2 Commission Eligibility

Earnings only accrue where referred traffic and activity comply with all applicable terms. The Brand/Client’s finalised reports are authoritative for determining eligible earnings.

13.3 Finalisation of Reports

Commissionable activity is based on finalised reports in accordance with Brand/Client Terms; until finalised, earnings are provisional and may be adjusted.

13.4 Withholding & Suspension

The Agency and/or Brand/Client may withhold, suspend, adjust, reverse, or defer earnings where there is:

a) an audit, investigation, or compliance review;
b) suspected or confirmed fraud, abuse, or policy breach;
c) incomplete verification or regulatory concern;
d) enforcement action under Section 16; or
e) pending termination proceedings under Section 14.

Such measures may be applied notwithstanding any contrary provision in any Brand/Client Terms or Client Commission Terms.

13.5 Retroactive Adjustments

If earnings were paid in error or derived from non-compliant activity, the Brand/Client may reverse overpayments, adjust future earnings, or recover amounts owed.

13.6 Currency, Fees & Taxes

Earnings are paid in the currency and method specified in Brand/Client or Client Commission Terms. You are responsible for applicable fees and taxes.

13.7 Minimum Payout Thresholds

Where a minimum payout threshold applies, earnings are paid only once that threshold is reached.

13.8 Payment Flow & Payor Responsibilities

Agency-Paid: The Agency issues payments as authorised, with Brand/Client final reporting controlling figures.
Brand/Client-Paid: The Brand/Client pays you directly; the Agency assists with reporting and compliance.

13.9 Reporting Synchronisation

Finalised Brand/Client reports are authoritative for earnings calculation; the Agency may assist with transparency.

13.10 Dispute Procedure

Disputes regarding earnings or adjustments must be raised in writing within the timeframe specified in Brand/Client Terms and escalated per those terms.

13.11 Termination & Final Payments

Upon termination for a Brand/Client, qualified unpaid earnings up to the effective date remain payable (subject to verification and withholding). No further earnings accrue after termination.

13.12 No Liability for Brand/Client Defaults

The Agency is not liable for Brand/Client payment defaults under their own terms.

Commission Adjustments, Carryover & Program Changes

Negative Balances and Carryover
Where permitted under the applicable Brand/Client Terms and Client Commission Terms, a commission balance may be subject to negative carryover.

If a negative balance arises due to customer winnings, bonus costs, chargebacks, fraud, or other permitted deductions, such negative balance may be carried forward to future periods until offset by positive earnings.

Where a “no negative carryover” model applies, any negative balance will be reset in accordance with the applicable Brand/Client Terms.

The applicable carryover model will be specified in the relevant Brand/Client Terms and/or Client Commission Terms.

Big Winner and High-Risk Player Adjustments
Where a referred customer generates exceptionally high winnings or negative net revenue that materially impacts commission calculations, the Brand/Client may apply special adjustment, quarantine, or recoupment mechanisms in accordance with its published policies and applicable Brand/Client Terms.

Such mechanisms may include, where permitted:
• temporary isolation of affected player accounts;
• offsetting negative balances against future revenue from the same player;
• alternative settlement arrangements.

Any such mechanisms will be applied transparently and in accordance with the applicable Brand/Client Terms.

Program Closure and Termination Payments
If this Agreement is terminated, or if an affiliate program for a particular Brand/Client is closed, you will remain entitled to receive all qualified, earned, and unpaid commissions accrued up to the effective termination or closure date, subject to verification and compliance review.

No commissions will accrue after termination or closure.

Commission Structure Changes and Restructuring
The Agency and/or Brand/Client may, from time to time, review and restructure commission models, reward plans, or commercial arrangements in response to:
• regulatory changes;
• market conditions;
• commercial sustainability;
• product changes;
• risk management requirements.

Where reasonably practicable, material changes will be communicated in advance.

Unless otherwise agreed in writing, revised commission structures will generally apply prospectively to new customer activity.

Right to Adjust Commission for Commercial or Compliance Reasons
Subject to applicable law, the Agency and/or Brand/Client may adjust commission rates or reward plans where:
a) promotional activity materially declines without reasonable justification;
b) the existing structure results in sustained commercial loss;
c) minimum performance thresholds set out in the applicable Brand/Client Terms are not met;
d) regulatory or legal changes require modification.

Any material adjustments will be communicated in writing.

Inactivity and Presumed Cessation of Promotion
Where you demonstrate prolonged inactivity in relation to a Brand/Client, the Agency may reasonably conclude that you have ceased active promotion.

Inactivity includes, without limitation:
• no qualified referrals;
• no tracked conversions;
• no recorded revenue;
• no meaningful platform engagement.

Where inactivity continues for 180 consecutive days (or such period as specified in the Brand/Client Terms), the Agency may suspend commission accrual and initiate termination procedures in accordance with this Agreement.

14. Termination

Termination rights under this Section apply notwithstanding any contrary provision in any Brand/Client Terms or Client Commission Terms.

No commission arrangement, reward plan, or Brand-specific agreement shall prevent, delay, or invalidate termination exercised in accordance with this Agreement.

Termination for Inactivity, Breach & Related Obligations

This Agreement may be terminated:

a) For Breach
If you materially breach any provision of this Agreement or applicable Brand/Client or Commission Terms and fail to cure within the applicable notice period.

b) For Inactivity
If you remain inactive with respect to a Brand/Client for a consecutive period of 180 days. Inactivity means no referrals, no tracking conversions, no platform login, and no engagement on reports or compliance.

Unless Brand/Client Terms specify otherwise, we will send written notice to your account email. You have 30 days from that notice to show activity or reply before termination.

c) For Other Reasons
As set out in this Agreement or applicable Brand/Client Terms (e.g., regulatory issues, fraud, unresolved audits).

Effect of Termination

Upon termination of your participation in relation to any Brand/Client, for any reason:

a) Removal of Brand References
You must promptly (and in any event within five (5) Working Days) remove, disable, and cease using all references to the relevant Brand/Client, including (without limitation):
• tracking links;
• banners and creatives;
• logos and trademarks;
• promotional content;
• reviews, comparisons, and rankings;
• social media posts;
• videos, livestreams, and multimedia content;
• archived, cached, or scheduled materials;
across all websites, platforms, channels, applications, and communications under your control.

This obligation applies to both commercial and non-commercial content and survives termination.

Failure to comply may result in withholding of outstanding commissions and further enforcement action.

b) Cessation of Rights
All rights and licences granted to you under this Agreement immediately cease.

c) Final Earnings
You remain entitled only to qualified, earned, and unpaid commissions accrued up to the effective termination date, subject to verification, compliance review, and withholding rights under this Agreement and applicable Brand/Client Terms.

d) Suspended Earnings
Any suspended, provisional, or disputed earnings may be paid, adjusted, or withheld in accordance with the applicable Brand/Client Terms.

e) Surviving Rights
The Agency and relevant Brand/Client retain all rights and remedies in respect of any pre-termination breaches, investigations, or enforcement actions.

15. Liability & Indemnity

15.1 Liability

To the maximum extent permitted by law, neither the Agency nor any Brand/Client shall be liable for indirect, consequential, special, incidental, or punitive damages, including loss of profits, revenue, data, or business opportunities.

The aggregate liability of the Agency arising under this Agreement shall not exceed the total commissions paid to you in the preceding twelve (12) months relating to the affected Brand/Client.

Nothing in this Agreement limits liability that cannot be excluded under applicable law.

15.2 Indemnity

You agree to indemnify, defend, and hold harmless the Agency, each Brand/Client, and their respective directors, officers, employees, contractors, and representatives from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
a) your breach of this Agreement or any applicable Brand/Client Terms;
b) your marketing activities, content, or promotional conduct;
c) your negligence, misconduct, or unlawful acts;
d) infringement of third-party rights;
e) unauthorised use of Brand assets, links, or systems.

This indemnity survives termination of this Agreement.

16. Monitoring, Audit & Enforcement

Enforcement actions under this Section shall take precedence over any inconsistent commercial, Brand/Client, or commission provisions and may be applied independently of payment cycles, settlement schedules, or contractual minimums.

16.1 Compliance Audits & Monitoring

The Agency, acting directly or via authorised Brand representatives, may conduct audits, reviews, and compliance checks to verify your adherence to:
a) Base Partner Terms;
b) Brand/Client Terms (including advertising, traffic quality, regulatory, and compliance modules); and
c) applicable laws and regulatory codes.

You must cooperate with compliance reviews and provide requested information within 2 Working Days.

16.2 Strike Enforcement System

The Agency uses a three-strike enforcement system for violations of Base or Brand/Client Terms:
• Strike 1: Written warning and requirement to correct the issue within 2 Working Days.
• Strike 2: Suspension of commission related to affected activities for up to 5 Working Days or until corrected.
• Strike 3: Termination from the affiliate program for that Brand/Client if unresolved after 30 Working Days.

16.3 Gross Misconduct & Immediate Escalation

For serious violations (e.g., fraud, systematic abuse, deliberate targeting of excluded audiences, severe regulatory non-compliance), the Agency may escalate immediately to Strike 2 or Strike 3.

16.4 Commission Treatment During Enforcement

a) Suspended earnings will remain paused until compliance is achieved.
b) If corrected in time, suspended earnings may be reinstated.
c) If not corrected, suspended earnings may be forfeited.
d) Retroactive adjustments may be made for previously non-compliant referrals.

16.5 Appeals Process

You may appeal a Strike 3 termination:
i) Submit your written appeal within 7 Working Days of the Strike 3 notice.
ii) The Agency (and Brand, if applicable) will review and respond within 10 Working Days.
iii) The Agency’s final decision is binding.

16.6 Notice & Communication

Strike notices are sent to the email address on your affiliate account. Notices will include the nature of the violation, clause references, corrective actions required, and timelines.

16.7 Ongoing Compliance Obligations

Ongoing compliance includes:
✔ following all relevant advertising and marketing standards;
✔ respecting PPC, SEO, and email marketing restrictions;
✔ adhering to responsible gambling messaging requirements;
✔ complying with data privacy and tracking obligations;
✔ not targeting restricted jurisdictions;
✔ providing accurate reporting data;
✔ cooperating with Brand/Agency audits.

17. Governing Law & Dispute Resolution

These Base Terms are governed by the laws of New South Wales, Australia.

18. Notices

Notices under this Agreement may be sent by email to the address registered in your affiliate account.

Notices are deemed received:
• within 24 hours of sending; or
• on the next Working Day if sent outside business hours.

You are responsible for keeping your contact details up to date.

19. General Provisions

19.1 Relationship of the Parties

Nothing in this Agreement creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and the Agency or any Brand/Client.

You act at all times as an independent contractor.

You have no authority to bind, represent, or make commitments on behalf of the Agency or any Brand/Client.

You must not hold yourself out as an employee, agent, or representative of the Agency or any Brand/Client.

19.2 Disclaimers

The affiliate programs, platforms, tools, reports, and materials are provided “as is” and “as available”.

To the maximum extent permitted by law, the Agency and Brand/Client disclaim all warranties, whether express or implied, including warranties of merchantability, fitness for purpose, accuracy, legality, and non-infringement.

No guarantee is made that platforms, systems, tracking, or reporting will be uninterrupted, error-free, or fully accurate at all times.

In the event of any discrepancy between platform reports and underlying Brand/Client databases, the Brand/Client’s verified records shall prevail.

19.3 Independent Commercial Decision

You acknowledge that:
a) You have independently reviewed this Agreement and entered into it based on your own commercial judgment;
b) You have not relied on any representation, guarantee, or promise not expressly set out in this Agreement;
c) The Agency and Brand/Client may offer different commercial terms to other affiliates.

Participation is undertaken at your own commercial risk.

19.4 Assignment

You may not assign, transfer, or subcontract this Agreement without prior written consent from the Agency.

The Agency may assign this Agreement as part of a corporate restructure, merger, sale, or transfer of business.

This Agreement binds successors and permitted assigns.

19.5 No Waiver

Failure by the Agency to enforce any provision does not constitute a waiver.

Any waiver must be in writing to be effective.

19.6 Cumulative Remedies

All rights and remedies under this Agreement are cumulative and do not exclude any rights available at law or in equity.

The Agency may seek injunctive or equitable relief where damages are insufficient.

19.7 Severability

If any provision is held invalid or unenforceable, it will be severed to the extent required, and the remaining provisions will remain in full force.

19.8 Marketing Communications

Requests to opt out of non-essential marketing communications will be processed within a reasonable period, subject to technical and operational limitations.

20. Force Majeure

Neither Party shall be liable for failure or delay in performing its obligations where such failure results from events beyond its reasonable control, including natural disasters, pandemics, war, regulatory action, system outages, or governmental restrictions.

21. Entire Agreement

This Agreement, together with the applicable Brand/Client Terms and Client Commission Terms, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations.

No amendment is valid unless made in writing.

22. Survival

The following provisions survive termination:
• Payments and adjustments
• Indemnity
• Confidentiality
• Liability limitations
• Enforcement
• Dispute resolution
• Intellectual property