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Retailers Affiliation Contract;
This is the contract between Business Affiliates as “Partners” and “Winngoo UK Pvt Ltd”
AFFILIATE AGREEMENT
BY REGISTERING AND SIGNING UP TO THE WINNGOO LTD PARTNER PROGRAMME AS AFFILIATE PARTNER, THE AFFILIATE HEREBY ACKNOWLEDGES, ACCEPTS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AFFILIATE AGREEMENT (THE “AGREEMENT”).
BETWEEN:
WINNGOO UK PVT LTD is a company incorporated under the laws of the UK (company number 14399786) and having its registered Address at Unit 5, Martinbrige Trading Estate, 240-242 Lincoln Road, Enfield, Middlesex EN1 1SP (“Winngoo.co.uk”),
and
THE PARTNERS/AFFILIATES, whose details are filled out in the Affiliate Partner Registration Form (the Affiliate Partner Registration Form) (the “Affiliate” ).
Winngoo.com and the Affiliate will individually be referred to as “Party” and together as “Parties”
WHEREAS:
the Affiliate owns, controls, hosts and/or operates one or more websites.
the Affiliate and “Winngoo.co.uk” intend and desire that the Affiliate expands its client/customer base by making the service of Winngoo.com, available to its customers and visitors of the Affiliate website(s) and in such form and on such terms and conditions, as set out in this Agreement to be agreed upon these T&C’s as follows:
(In case of online sales:
“Winngoo.co.uk” website user can use the online services by categories and selection of their required third party websites after care full selection of the product on third party websites it will be redirecting the sales portal of third parties (affiliates) in terms of sales which is being referred and viewed by “Winngoo.co.uk” users.
iii)In case of Offline services:-
Winngoo registered members are allowed to use their membership cards, which are always issued with an expiry date and can be controlled by our partners/affiliates while the members are using these membership card directly in the business premises.
Winngoo will maintain the records of each sales used by their membership card in the business premises.
Definitions
In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:
Partners/Affiliate
means the party whose details are set out in Affiliate Partner Registration Form
Affiliate Partner Registration Form
the online sign up and registration form completed by the Affiliate.
Affiliate Website(s)
the website owned, controlled, hosted and operated by the Affiliate on which the Service shall be made available which URL’s are set out in the Affiliate Partner Registration Form.
Banners/linking up
any attempt to redirect search results to particular target pages in a fashion or manner that is in violation of the Spamming Regulations. SEO tactics include: keyword stuffing, hidden text and links, doorway and cloaked pages, link farming and blog comment spam.
Business Brands
any term or keyword which is the same as or confusingly similar to (including any variations, translations, misspellings and singular/plural forms of) any trademarks or trade name (whether registered or unregistered) belonging to or owned by any PARTNER/AFFILIATE/BUSINESS.
Cloaking
a search engine optimization (SEO) technique in which the content presented to the search engine spider is different to that presented to the user’s browser, with the purpose to deceive search engines so they display the page when it would not otherwise be displayed. Cloaking includes the doorway page technique and the Open Directory Project web directory.
Commission
the amount in Pound sterling (excluding VAT) that Winngoo.co.uk will be paid by or pay to the Affiliate for each Materialised Transaction, which amount shall be paid/received to the Affiliate prior to and independent of any payment made by the relevant business to Winngoo.co.uk subject to terms of commissions settled with each and every business/businesses.
Connections
all links, landing pages and/or XML feeds and/or deep links and/or hyperlinks, created, hosted and maintained by Winngoo.com.
Content
Content refers to the textual, aural, or visual content produced by the content writers and published on website.
Customer Data
the Members’s name, address (including e-mail address or contact number will be in our data base and all transactions happened by our members are directly responsible of payments and the businesses.
Data
means the Intellectual Property Rights of Winngoo.co.uk and the Content as provided to the Affiliate under this Agreement and such other information from time to time owned or used by Winngoo.com or embodied or included in Winngoo.co.uk Websites or made available by Winngoo.co.uk to the Affiliate/affiliates.
Double Serving
multiple ads on the same results page of a search engine with the purpose to direct traffic to similar websites or pages with similar content.
Effective Date
means the date on which the Service is made available to the members on the Affiliate Website(s).
Full Member/Paid member
A member who has paid the requisite fee to Winngoo.com that entitles him/her to get discount/ cashback.
Intellectual Property Right
any patent, trade secret, copyright, invention, database right, design right, registered design, trade mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (with whatever (country code) top-level domain, e.g. .com, .in, .fr, .eu) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.
Link
an embedded icon, object, graphic, or text within a web page or email that consists of a hypertext pointer to the URL address of Winngoo.com on the Affiliate Website(s).
Materialised Transaction(s)
means the by a visitor of the Affiliate Website(s) who, through the Connection, has made a purchase within a business or businesses, and which has resulted in the actual provision of purchase as confirmed to Winngoo.co.uk by the business/partner/affiliate.
Member
a visitor of the Websites that completed a purchase process via the Service.
Micro Site
all white label versions of the primary website of Winngoo.com, which are owned, created, hosted and maintained by Winngoo.com. The Micro Site may be marked with a ‘powered by Winngoo.co.uk’ logo.
Partners/affiliates/business
any offers/deals/promotions available on or through the Winngoo.co.uk Websites.
Price Comparison
the comparison of the similar product can be done in comparison banner if necessary and Winngoo.co.uk is allowed to do so to get beneficial advantages for our Partners/affiliates.
SEO/SEM:
i)”SEM” means search engine marketing and includes any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of search engine optimization, paid placement, contextual advertising or paid inclusion.
ii)”SEO” means search engine optimization and includes the process of improving the volume or quality of traffic to a web site or a web page from search engines via “natural” or un-paid (“organic” or “algorithmic”) search results, or realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords.
Spamming Regulations
any policies, regulations, restrictions or obligations as from time to time prescribed, declared applicable or announced by Third Party Platforms which (i) prohibit or prevent Double Serving, Cloaking or any similar technique or method, or (ii) contain such further restrictions or regulations in respect of spamming or preserving a unique user experience.
Third Party Platforms
means any (third party) search engine (marketing provider), website, meta-search engine, search engines spiders, travel search sites, price comparison sites, social networking communities, browsers, content sharing and hosting services and multimedia blogging services or other (similar) channels or other forms of (traffic hosting) media, whether online or offline.
Transaction Fee
the fee received by Winngoo.co.uk from each Partner/Affiliates/business for each Materialised Transaction.
Websites
the website(s) of Winngoo.co.uk and its affiliated companies and affiliated partners (including the Affiliate Website(s)) on which the product and service of Winngoo.co.uk is available.
Winngoo.com Brands
means any term or keyword which is the same as or confusingly similar to (including any variations, translations, misspellings and singular/plural forms of) any of following term(s): wingo, win&go,winngo etc; or Priceline (with or without any associated Internet domain names (with whatever (country code) top-level domain) (e.g. Winngoo.co.uk,
Winngoo.com Competitor
any direct or indirect competitor of Winngoo.co.uk.
Winngoo membership cards
those cards that are registered and are in Winngoo uk data base.
XML
an xml connection between the Winngoo.co.uk database and the Affiliate’s database which can be provided by Winngoo.co.uk.
This Contract shall subject to earlier termination continue indefinitely from the signing up of the Affiliate Partner Registration Form.
3.1 This Agreement is not intended, nor should anything herein, or in any of the arrangements contemplated herein, be construed, to create a joint venture or the relationship of partners, partnership or principal and agent between or among the Parties. Unless the Parties agree otherwise in writing, none of them shall (a) enter into any contract or commitment with third parties as agent for or on behalf of the other Party, (b) describe or present itself as such an agent or in any way hold itself out as being such an agent, or (c) act on behalf of or represent the other Party in any manner, or for any purpose.
3.2 Unless agreed otherwise in writing by Winngoo.co.uk or save as set out otherwise in this Agreement, the Affiliate shall not publish anywhere on the Affiliate Website(s) any statement, either express or implied, that the website is part of, endorsed by, or an official website of Winngoo.co.uk.
4.1 Non-exclusivity
Subject to the terms and conditions of this Agreement, the Affiliate shall operate as a non-exclusive distributor of Winngoo.co.uk.
4.2 Service
For the term of this Agreement, Parties have agreed that the Service shall be made available by Winngoo.co.uk to the Affiliate as set out in Affiliate Partner Registration Form (i.e. Link, or Micro Site) and on the website(s) as set out in Affiliate Partner Registration Form (i.e. the Affiliate Website(s)).
4.2.1 When a purchase is made by a visitor on or through the Affiliate Websites through the portal, Winngoo.co.uk shall be solely responsible for the transmit of the relevant purchase details from the visitor who completed a purchase from the affiliate partners.
4.2.1.1 The Service shall include customer services to and for the benefit of the Members of Winngoo uk community. The Affiliate shall promptly refer and/or forward all customer service related issues and questions in respect of the Service, (the consummation of) the purchase(including any amendment or cancellation of the purchase), the Business and all other relevant (payment) issues, complaints and questions directly to (the customer service centre of) affiliates and look after client/member of Winngoo.com and provide any further assistance in this respect.
4.2.1.2 The offer of the Service through Micro Site do not include the following features: temporary tests on Winngoo.co.uk (other than the “test” made available for the Affiliate Website(s)), Members’ reviews and such other (new) features as Winngoo.com at its sole discretion may determine.
4.2.2 Link or Micro Site
4.2.2.1 In the event that the Service is made available through the Link, the Affiliate shall at its own costs integrate and make the Link available at such prominent offers web-pages and in such place, size and form on the Affiliate Website(s) as mutually agreed upon by Parties.
4.2.2.2 In the event that the Service is made available through the Micro Site, the Affiliate shall at its own costs integrate and make the Connections and/or the Micro Site available at such prominent place(s), web-pages and in such place, size and form on the Affiliate Website(s) as mutually agreed upon by Parties.
4.3 Promotions:
4.3.1 To promote and market the Service subject to the terms set out in this Agreement.
i. The Affiliate hereby grants Winngoo.com the right, authority and liberty to incorporate, integrate, include and display the Link, the Micro Site and/or the Connection (as applicable) on the Affiliate Website(s); and
ii. to make the Service available on the Affiliate Website(s).
4.3.2 Unless agreed otherwise in writing by Winngoo.co.uk, the partner/Affiliate/business shall not be entitled to launch anything without the consent of Winngoo.co.uk to the Winngoo members as promotions/offers and discounts or cash backs.
4.3.3 It is made clear that any advertising or promotional activity by an Affiliate of Winngoo.co.uk, to get referral cash back, shall be undertaken after the prior approval of Winngoo.co.uk. Affiliates shall exclusively use the materials provided/approved by Winngoo.com for these activities.
General covenants, undertakings and obligations
5.1 Subject to the terms of this Agreement, the Partners/Affiliate/business agrees to use commercially reasonable endeavours to;
5.1.1 customize the Affiliate Website(s) and integrate the Link, Connections and/or the Micro Site in such a way as to generate as much traffic as possible to the Winngoo.co.uk Website or the Affiliate Websites
5.1.2 promote and market the businesses and the option to purchase on the Affiliate Website(s) within its commercial and internal network and for this purpose shall make its distribution network and channels (e.g. its internet and intranet) available.
5.1.3 The Affiliate agrees not to take or commit to take any action which may adversely affect “Winngoo.co.uk” relationship with the businesses available on the Winngoo.co.uk Websites. The Affiliate agrees not to cause or permit to be done anything which may cause Winngoo.com to be excluded from the process of any business, moreover, the Affiliate shall not speak in a negative or detrimental or disparaging way about or relating to Winngoo.co.uk) or adversely/disparagingly comment on the business of Winngoo.com and shall not persuade, induce or attempt to induce any business to terminate its contract with or reduce its dealings and business with Winngoo.co.uk.
5.2 The Partner/Affiliate/business agrees not to communicate with any business in respect of consumed sales made through the Winngoo.com portal or for any customer service in respect of such sales made through the portal or consumed.
5.3 The Partner/Affiliate/business shall duly and diligently maintain and adjust the contents of the Affiliate Websites and shall keep the Affiliate Website(s) up-to-date and accurate. The Affiliate shall promptly correct any errors or omissions on the Affiliate Website(s) and in the information relating to the business after becoming aware of such errors or being notified by Winngoo.co.uk.
5.4 The Partner/Affiliate/business shall not programmatically evaluate and extract information (including members reviews) from any part of the Winngoo.com Website (e.g. screen scrape).
5.5 The Partner/Affiliate/business shall not make any static copy of the Content or any part of the Winngoo.co.uk Website on the Affiliate’s own server (including guest reviews).
5.6 The Partner/Affiliate/business are not allowed to make any sales or offering a similar business proposals directly or indirectly to a Winngoo Members except by .
5.7 Winngoo.com will provide the Affiliate with a unique link to a secured website of Winngoo.co.uk (the “Secured Website”), user ID and password which allows the Partners/Affiliate/business to monitor the Winngoo members usage of their services through the Affiliate Website(s) and all relevant management information made available by Winngoo.co.uk online. The Affiliate shall safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access to the Secured Website. The Affiliate shall immediately notify Winngoo.co.uk of any (suspected) security breach or improper use.
5.8 Winngoo.co.uk gives no warranty that access to the its Site or any site operated by the Winngoo.co.uk in connection with this Contract or the Affiliate's Website shall be uninterrupted or error-free.
The Affiliate agrees and acknowledges that the restrictive covenants, undertakings, commitments, obligations and restrictions set out in various clauses of this Agreement are of material importance to Winngoo.co.uk, in particular for its willingness to enter into this Agreement with the Affiliate, to deliver the Service/ the content and the benefits of Winngoo.co.uk Intellectual Property Rights to the Affiliate, and the protection of goodwill, product, service and reputation of Winngoo.co.uk. Furthermore, the Affiliate agrees and acknowledges that all covenants, undertakings, commitments, warranties, obligations and restrictions set out in this Agreement shall be promptly, duly and diligently complied with by the Affiliate, and shall also apply in respect of the companies within the Affiliate Group and the Affiliate shall procure, warrant and undertake that the companies within the Affiliate Group shall observe, adhere to, comply with and act in accordance with the terms and conditions set out in this Agreement.
7.1 In order to protect the product, service, brand and goodwill of Winngoo.co.uk, the Affiliate hereby covenants, undertakes and warrants that the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate or companies within the Affiliate Group) save for the Micro Site, is and shall remain, sufficiently and substantially distinct and different from the Winngoo.co.uk Website (to be determined at Winngoo.co.uk sole discretion). The Affiliate hereby agrees and acknowledges all the clauses.
7.2 any logo(s) used on the Affiliate Website(s) (including all other websites owned, controlled or hosted by the Affiliate) shall be distinctly different to the Winngoo.co.uk logo (save for any logo that may be provided by Winngoo.co.uk for use by the Affiliate under or pursuant to this Agreement);
7.3 the Partner/Affiliate/business shall not in any way imitate or copy the Winngoo.co.uk Websites (in general or in respect of certain (new) features, pages, form, composition or aspects), and all relevant structure of winngoo.co.uk considered as intellectual property rights.
7.4 The partners/Affiliate/business shall not (directly or indirectly) disclose, integrate, include, use, combine, exploit, incorporate or otherwise make the Winngoo.co.uk Data (or any part thereof) available ( with its own content and/or the content of any Winngoo.co.uk Competitors.
7.5 By entering into this Agreement, Winngoo.co.uk does not (explicitly or tacitly) waive or forfeit any of its rights to which it is entitled by any law, contract or otherwise (now or in the future) in respect of the Winngoo.co.uk Intellectual Property Rights vis-à-vis the Affiliate or other third parties.
8.1 During the term of the Agreement, the Affiliate agrees and warrants that it or companies within the Affiliate Group shall not conduct, undertake, use, perform or exercise or have or authorize third parties to conduct, undertake, use, perform or exercise :
(a) paid or unpaid Search, SEM or SEO activities,
(b) any activity to unfairly influence the results of Third Party Platforms, or
(c) any other forms of online targeted advertising (whether directly, indirectly, or via or through Third Party Platforms) in respect of:
i. the Service;
ii. the Winngoo.co.uk Website;
iii. the Content;
iv. the Winngoo.co.uk Data;
v. the Winngoo.co.uk brands;
vi. the business brands
unless the owner of such Business Brand has given its prior written consent to the Affiliate for the use of that specific Business Brand or the Affiliate Website, to the extent that the Paid Search, SEM, SEO or other online targeted advertising activities, are related to an offer, promotions techniques.
8.2 Affiliate agrees and warrants to procure that the companies which it Controls shall not, directly or indirectly, indulge in the activities mentioned in clause 8.1 above.
8.3 Affiliate needs to provide and deliver sufficient and satisfactorily evidence (i.e. conclusive and irrefutable) in order to defend or reject a claim if they refute the misuse of the websites or business.
Commission split
9.1 Winngoo.co.uk will not charge any commission /fee or payment from the business/partners/affiliates for the first 365 calendar days from the date of signing up with Winngoo.co.uk from the Partner/Affiliate/Business Programme to use the Winngoo.com website online and offline to use Winngoo Membership card facility provided by Winngoo UK Pvt Ltd and services or goods provided on discount basis by the Partners/Affiliate/Business. After the expiry of 365 days Winngoo.co.uk will charge a commission of a mutually agreed percentage of the Net Sales.
9.1.1 Winngoo.co.uk can change the terms of commissions/fee/payments on the basis of our Winngoo uk community user behaviour and stats and can be agreed upon mutual understandings.
9.1.2 The Affiliate shall furnish to Winngoo.co.uk on or before the 7th day of each month a list in prescribed form disclosing:
a. the number of Winngoo.co.uk members that have visited or contacted the Affiliate;
b. the exact amount of discount given to each Winngoo.co.uk member that has transacted business with it
9.2 Upon signing up as Business/Partner/affiliate:
Business/affiliate/partner must indicate to Winngoo.com the percentage % of discounts/offer they will offer to Winngoo members on weekly/bi weekly/monthly/quarterly or fixed with a time limit basis.
9.2.1 Winngoo.co,uk shall be permitted to put the Window Sticker with retailer Id issued by Winngoo UK Pvt Ltd. in a conspicuous place in the Affiliate’s business premises.
9.2.2 This contract is ongoing, if the business sold to new party, the buyers/acquirers of the business shall be informed in writing about this contract. If the new party doesn’t want to continue with Winngoo.co.uk services, a thirty day notice is required to be served to Winngoo.co.uk for the termination of their services.
9.2.3 For every customer referred by a merchant for paid membership, the merchant will be paid 25% of Membership fees as a one-time payment from Winngoo.co.uk according to terms and conditions
10.1 Business/Affiliate/Partner Warranties
The Partner/Affiliate/Business hereby represents and warrants to Winngoo.com that for the term of this Agreement:
10.1.1 the /Partner/business/Affiliate has all necessary rights, title to, power and authority to own, operate and use the Affiliate Website(s) (including the relevant domain name(s)) and to include the Link, the Micro Site or the Connection (as applicable) on the Affiliate Website(s);
10.1.2 the Business/Affiliate/Partner Website(s) shall not:
(a) violate Spamming Regulations, public policy and morals;
10.1.3 the Affiliate holds and has complied with all permits, licenses and other governmental authorisations necessary for conducting, carrying out and continuing its operations and business, and
10.1.4 the Partner/Business/Affiliate is an independent contractor for all purposes, and will be responsible and liable for its own taxes, social contributions and all other tax related matters.
10.2 Parties warranties and undertakings
Each Party represents and warrants to the other Party that for the term of this Agreement:
10.2.1 it has the full corporate power and authority to enter into and perform its obligations under this Agreement;
10.2.2 it has taken all corporate action required by it to authorise the execution and performance of this Agreement;
10.2.3 this Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms.
10.2.4 each Party shall use its commercially reasonable efforts to protect and safeguard its Website(s).
10.3 Disclaimer
Except as otherwise expressly provided in this Agreement, neither Party makes any representation or warranty, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter. Winngoo.co.uk provides the Service on an “as is” and “as available” basis.
Each Party acknowledges the difficulties inherent to the use of the Internet, in particular, varying speeds and congestion in the network can cause interruptions and difficulties in accessing a Website. Each Party excludes any and all liability in respect of the other Party which is related to any (temporary (scheduled or unscheduled) and/or partial or wholly) breakdown or downtime (for maintenance, updates or otherwise) of the Websites, the Secured Website, the System and/or the Service.
This agreement does not and does not intend to confer any rights on any third party.
11.1 Indemnification
Each Party (the “Indemnifying Party”) shall be liable towards, and compensate, indemnify and hold the other Party (the “Indemnified Party”) harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses (including, without limitation, reasonable attorneys’ fees and expenses) actually paid, suffered or incurred by the Indemnified Party pursuant to:
i. any breach of this Agreement by the Indemnifying Party;
ii. any claim from any third party based on any infringement of the third party’s Intellectual Property Right by the Indemnifying Party; and
iii. any claim, statutory demand, penalty or fine arising out of or relating to a failure
11.2 Third Party Claim
In the event of a third party claim, the indemnified Party shall promptly notify the other Party and Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defence and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defence and settlement (in consultation and agreement with the indemnified Party and with due observance of both Parties’ interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed or conditioned).
11.3 Waiver of consequential damages etc.
i)In no event shall any Party be liable to the other Party for any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any indirect, special, punitive, incidental or consequential damages or losses whether such damages are alleged as a result of a breach of contract, tort or otherwise. All such damages and losses are hereby expressly waived and disclaimed.
12.1 Unless agreed otherwise, this Agreement shall commence on the date hereof for indefinite period of time.
12.2.1 Winngoo.co.uk can suspend this Agreement with immediate effect by written notice to the other Party assigning reasons for the suspension.
12.2 Each Party may terminate this Agreement or suspend the operation of this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:
i. a material breach by the other Party of any term of this Agreement i.e not giving the promised discount, farming of data, misuse of intellectual property rights like Winngoo logos, designs, leaflets, digital materials etc, and such breach;
ii. filing of a request for administration or bankruptcy or suspension of payment or similar action in respect of the other Party; or
iii. direct or indirect change of Control in respect of the other Party.
12.3 This Agreement will terminate automatically in the case that no Materialized Transactions are effected in a period of 12 consecutive months.
12.4 Upon termination of this Agreement Winngoo.com shall discontinue the services.
12.5 Upon termination and save as set out otherwise, this Agreement shall absolutely and entirely terminate and cease to have effect without prejudice to Party’s rights and remedies in respect of an indemnification or a breach by the other party of this Agreement. Clauses indicated in the contract shall survive termination of this Agreement.
13.1 Parties shall provide the Auditor with all such information, data, co-operation, assistance and access to books and records of account, documents, files and papers and information stored electronically as the Auditor may reasonably request for the purpose of completing the scope of his/her assignment in a timely manner.
13.2 The Auditor will provide both Parties with a copy of his/her report (the “Report”) which Report shall provide for the results and finding of the audit.
13.3 Audits will be conducted on business days during regular business hours.
13.4 Winngoo.co.uk shall bear the costs and expenses of the Auditor unless the Auditor determines otherwise on the basis of reasonableness and fairness.
Confidential Information
Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information of the other party (the “Confidential Information”). Confidential Information includes Customer Data, transaction volume, marketing and business plans, business, financial, technical and operational information, usage statistics, ranking data, information in respect of rate, product and availability parity, pricing policies, conversion data and volume of click-troughs, and other related statistics, personal data of Members, any software or information regarding software provided or used by Winngoo.co.uk in connection with this Agreement, the terms of this Agreement and such other non-public information that either a disclosing party designates as being private or confidential or of which a receiving party should reasonably know that it should be treated as private and confidential.
15.1 Notices
15.1.1 All notices and communications must be in English, in writing, and sent by facsimile or nationally recognised overnight air courier to the applicable facsimile number or address set out in this Agreement.
15.1.2 Notices are deemed delivered and received upon successful facsimile transmission or one business day after the date of delivery by a recognized overnight air courier.
If to Winngoo.co.uk:
WINNGOO UK PVT LTD.
Attn. Director Strategic Partnerships.
Unit 5 Martinbridge Trading Estate.
240-242 Lincoln Road.
Enfield.
Middlesex EN1 1SP.
United Kington.
Tel: +44 20 3376 5250
Email: info@winngoo.co.uk.
If to the Affiliate:
See Affiliate Partner Registration Form.
15.1.3 Any notice or communication to be provided to the Affiliate under this Agreement shall be sent to the email address as provided by the affiliate in the Affiliate Partner Registration Form.
15.1.4 The Affiliate shall clearly include in all correspondence (e.g. in the reference or subject line) its assigned Affiliate ID number.
15.2 Covenant and Undertaking
15.2.1 Each Party shall, at its own costs and expenses, use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable law or upon reasonable request of Winngoo.com, and execute and deliver such instruments of assignment, transfer, deeds, documents and other papers, as may be reasonably required to carry out the provisions of this Agreement or perform under or in accordance with the Agreement.
15.2.2 Affiliate/partner/business, agrees, acknowledges and accepts the terms and conditions of this Agreement.
15.3 Anti-bribery
In respect of (or as an award for) the execution, delivery, sealing, registration, filing of, and/or the execution, performance or delivery under or pursuant to, this Agreement, the Affiliate (including its employees, directors, officers, agents or other representatives) shall (i) not directly or indirectly (a) offer, promise or give to any third party (including any governmental official or political party(‘s official, representative or candidate)), or (b) seek, accept or get promised for itself of for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice, and (ii) comply with all applicable laws governing anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt Practices Act and the UK Anti-Bribery Act).
16.1 Governing law
This Agreement shall be exclusively governed by and construed in accordance with the laws of United Kingdom.
16.2 Jurisdiction
Any disputes arising out or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent courts of England and Wales .
17. Any dispute, difference, controversy or claim arising out of or in connection with this agreement, including any question regard its existence, validity or termination, shall be referred to and determined by arbitration. The seat of the arbitration shall be London. The language of the arbitration shall be English. The party commencing arbitration (the claimant ) shall send to the other party (the respondent ) a notice of arbitration, which shall include:
1 a demand that the dispute be referred to arbitration;
2 the parties and their respective names and addresses;
3 a reference to this arbitration clause;
4 a description of the nature and circumstances of the dispute; and
5 a statement of the relief sought.
17.1 The arbitral tribunal (the tribunal ) shall consist of a sole arbitrator. If the parties fail to agree upon the identity of the sole arbitrator within 30 days of service of the notice of arbitration, the sole arbitrator shall be appointed by mutual consent, at the written request of either party.
17.2 As soon as practicable after its constitution, the tribunal shall convene a meeting with the parties and/or their representatives (either in person or by telephone) to determine the procedure to be followed in the arbitration.
17.3 The procedure shall be as agreed by the parties or, in default of agreement, as determined by the tribunal
17.4 The tribunal shall hold a hearing before reaching any determination in respect of any jurisdictional objection or on the merits of the dispute, unless the parties agree otherwise in writing.
17.5 The tribunal’s award shall be final and binding on the parties. The parties undertake to carry out any award immediately and without delay, and the parties waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority insofar as such waiver may be validly made.
17.6 Without prejudice to the availability of such remedies in aid of arbitration as may be available under the jurisdiction of a competent court or other judicial authority, the tribunal shall have full authority to grant interim measures of protection and to award damages for failure by any party to comply with any such order.
17.7 By agreeing to arbitration under this clause, the parties shall not be precluded from seeking interim measures of protection from a court of competent jurisdiction or other judicial authority.