G3partner Casino Affiliate Program

PLEASE READ THE G3 PARTNER AFFILIATE TERMS AND CONDITIONS (THE "AGREEMENT") CAREFULLY BEFORE CLICKING "I ACCEPT" ON THE AFFILIATE APPLICATION FORM.

By completing the Membership Application to the G3 Partner Program (the "Program") and clicking "I Accept" on the form, you (hereinafter "You" or the "Affiliate") hereby agree to abide by all the terms and conditions set out in this Agreement.

G3 Partner reserves the right to amend, alter, delete or add to any of the provisions of this Agreement, at any time and at its sole discretion, without advance notice to you. Your continued (i) participation in the Program, (ii) use of the G3 Partner Affiliate website and/or G3 Partner Marketing Tools (as hereafter defined), or (iii) acceptance of any Affiliate commissions from G3 Partner confirms your irrevocable acceptance of this Agreement (and any modifications thereto), subject to your continued compliance with the terms and conditions of this Agreement.
IF ANY MODIFICATION TO THIS AGREEMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE AGAINST G3 PARTNER IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.

G3 Partner functions solely as an authorized representative of the participating gaming merchants within the Program who have engaged the services of G3 Partner to manager and promote their affiliate programs (hereinafter the "Clients"). G3 Partner is in no way a casino, poker or gaming operator itself.

Appointment of Affiliate
1. Upon submission of each Affiliate's G3 Partner Membership Application, G3 Partner shall evaluate such application and notify the Affiliate in writing of its decision to accept or reject the prospective Affiliate. Acceptance of an Affiliate's application shall result in the granting of a non-exclusive license in the Program to the Affiliate, subject to the terms and conditions herein. All rejected applications may be resubmitted after a period of seven (7) days.
2. You hereby accept the appointment as a G3 Partner Affiliate under the terms and conditions of this Agreement. In accordance with such appointment, G3 Partner grants You the non-exclusive right to direct prospective players via links, banners or other form of G3 Partner Marketing Tools (as hereafter defined) to the Clients, subject to the terms and conditions of this Agreement. This Agreement does not grant to you an exclusive right to assist G3 Partner in the provisions of its services, as G3 Partner reserves the right to render such services on its own or through the assistance of authorized third parties.
3. G3 Partner and each Affiliate shall agree on those specific Clients which the Affiliate shall be permitted to promote. Under no circumstances shall an Affiliate promote a Client which has not been approved in advance by G3 Partner.
Duties of the Affiliate
1. The Affiliate is responsible for promoting the Clients on an active, continuous and on-going basis. Among the Affiliate's duties and obligations, the Affiliate shall implement reviews, promotions, banners, tracking URLs, progressive tickers, software, information, images, sounds and other marketing materials provided by G3 Partner (collectively, the "G3 Partner Marketing Tools") as well as related emails and other relevant communications. The Affiliate can present these materials on websites, in emails and in print.
2. G3 Partner reserves the right to approve all content in respect of any one or more of the Clients which are promoted on the Affiliate's website. G3 Partner reserves the right to terminate this Agreement should the Affiliate use unsuitable and unauthorized content as defined in Section 3 of this Agreement.
3. The Affiliate is responsible for ensuring that all G3 Partner Marketing Tools and casino/poker-related information on its site are current, accurate and updated. Upon receipt of notice from G3 Partner, the Affiliate has five (5) business days to implement all the related updates and corrections. G3 Partner reserves the right to terminate this Agreement should the Affiliate: (i) fail to complete the updates in a timely manner, (ii) continuously utilize and promote outdated casino/poker-related information and banners in a manner that is blatant, unreasonable and/or harmful to G3 Partner and/or the Client, or (iii) defame, disparage or discredit G3 Partner or any Client through false or misleading advertising, written or spoken words.
Affiliate Guidelines
1. The Affiliate will be solely responsible for the development, operation, and maintenance of the Affiliate's website(s) and for all materials that appear thereon. For example, the Affiliate will be solely responsible for ensuring that materials posted on said website(s) are not libelous or otherwise illegal. G3 Partner has no obligation whatsoever to review the contents on the Affiliate's website(s) and disclaims all liability for these matters. Further, the Affiliate will indemnify and hold G3 Partner harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and content of the Affiliate's website(s).
2. The Affiliate will only be compensated for properly tagged players. It is the sole responsibility of the Affiliate to ensure the correct tagging of all links. In the event that a tag is incorrectly inserted into the Affiliate's site and subsequently incorrectly received by the Client server, the player may not be credited to the Affiliate.
3. The Affiliate is prohibited from using banners, links and advertisements, other than those specifically provided by G3 Partner, unless express, prior written approval is obtained from the G3 Partner program manager. In addition, the Affiliate may not modify, in any manner, the G3 Partner Marketing Tools.
4. All links, creative materials and banners must be properly tagged, as this is the responsibility of the Affiliate, and not G3 Partner.
5. The Affiliate is responsible for ensuring that all material posted on its website(s) is legal and does not violate the rights of any third party. In addition, it is the responsibility of the Affiliate to ensure that the Affiliate's website does not contain any content or information that (i) is aimed at children, (ii) promotes sexually explicit materials, (iii) promotes violence, (iv) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or (v) promotes illegal activities.
6. The Affiliate is prohibited from placing the G3 Partner Marketing Tools in unsolicited emails, unauthorized newsgroup postings or in chat rooms. Players, who are generated through either illegal or unauthorized means, as determined by G3 Partner at its sole discretion, will not be calculated in the Affiliate's commission. The Affiliate's breach of this Section 3(f) shall constitute grounds for G3 Partner's immediate termination of this Agreement without notice to the Affiliate.
7. No Affiliate may participate in or be involved, either directly or indirectly, in the planning, generation, processing or dissemination of SPAM (unsolicited emails). Any form of SPAM will result in the commencement of a review of the Affiliate's conduct within the Program as well as the withholding of any commissions pending the outcome of the investigation. Should G3 Partner or any Client incur damages, costs or expenses as a result of the Affiliate's conduct, G3 Partner shall have the right to offset such Damages against commissions which are owed to the Affiliate. If such Damages are not covered by the commissions, the Affiliate shall have the obligation to indemnify G3 Partner and/or the Client, pursuant to the provisions set forth below in Section 8. Please review the G3 Partner Official SPAM Policy.
8. Under no circumstances may an Affiliate block, alter, direct or redirect, substitute, insert, or append itself to, or otherwise intercept or interfere in any manner with, any click through or other traffic-based transaction that originated from another affiliate with result of reducing any compensation or payment earned by or owing to such affiliate, or increasing any payment obligation of any Client with respect to any individual transaction. For purposes of clarification and not limitation, Affiliate may not use any form of "parasiteware" or parasitic marketing techniques, which refers to an application that (i) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies, (ii) intercepts searches to redirect traffic through an installed software, (iii) targets text on web sites, other than those web sites owned entirely by the software application owner for the purpose of contextual marketing, or (iv) removes, replaces or blocks the visibility of affiliate banners with any other banners, other than those that are on web sites owned entirely by the owner of the software application. Any use of parasiteware or parasitic marketing techniques shall result in the immediate termination of this Agreement and the forfeiture of any monies earned and outstanding.
9. The Affiliate shall not benefit from known, suspected or even unknown player traffic that is generated dishonestly, whether or not it results in damage to the Clients and/or G3 Partner. For purposes of clarification and not limitation, if a player, directed to a Client via an Affiliate's link, engages in fraudulent behavior, G3 Partner reserves the right to withhold or retract the commissions paid to the Affiliate for such player. G3 Partner's decision in this regard will be final and binding.
10. The Affiliate shall not benefit from player traffic that is generated as a result of the Affiliate posing as the Clients. Furthermore, the Affiliate shall not copy or replicate content of the Clients, but rather the Affiliate should develop their own unique promotional content, subject to the terms and conditions herein, and use the G3 Partner Marketing Tools. Players which are generated from the Affiliate posing as a Client or from Client content that is copied, in whole or in part, and published on the Affiliate's site, as determined by G3 Partner in its sole discretion, will not be calculated in the Affiliate's commission. The Affiliate's breach of this Section 3(i) shall constitute grounds for G3 Partner's immediate termination of this Agreement without notice to the Affiliate.
11. Under no circumstances shall an Affiliate use or attempt to use any domain names to promote the Clients which are or could be confusingly similar to the domain names registered by any Clients. For purposes of clarification and not limitation, Affiliates may not use domain names which are identical or sound, appear or differ slightly from any of the Clients' domain names. Affiliate's breach of this Section 3(j), as determined by G3 Partner, shall constitute grounds for G3 Partner's immediate termination of this Agreement without notice to the Affiliate and forfeiture of any commission owed, in addition to any other rights or remedies available to G3 Partner under this Agreement or at law.
12. The Affiliate understands that G3 Partner may at any time (directly or indirectly) solicit player referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with the Affiliate's web sites.
13. The Affiliate acknowledges that G3 Partner shall have no obligation to mediate and/or resolve any dispute(s) by and between two or more affiliates.
Duties of G3 Partner
1. G3 Partner will maintain a record of each player that registers as a player with one or more of the Clients within the Program, and will track each player's activity. A player is defined as a person who registers with one or more of G3 Partner's Clients after having followed a link provided by the Affiliate. Unless expressly agreed otherwise in writing, the player must be identified by the Affiliate's unique tag. The player is bound by each Client's rules, policies and operating procedures. As such, G3 Partner cannot be held responsible if a Client refuses a player or if a Client closes a player's account.
2. G3 Partner will track each player's activity and will supply the Affiliate with reports summarizing this activity. The form, content and frequency of the reports may vary at G3 Partner's discretion. G3 Partner will strive to provide the Affiliate with online access to player activity and statistical reports that will assist the Affiliate in effectively promoting the Clients. The Affiliate can gain access to such reports using the login and secret password provided upon the completion of the registration process. The information that G3 Partner will collect and report to the Affiliate may include, without limitation, total number of players attributed to the Affiliate, profits, losses, net profits, net rakes, deductions, commissions earned and other relevant data.
3. G3 Partner will provide the Affiliate on an ongoing basis with special promotional materials and resources (other than the standard G3 Partner Marketing Tools) that will aid the Affiliate in directing player traffic to the Clients.
4. G3 Partner will pay the Affiliate referral commissions based on the formula outlined under program details on the G3 Partner website - www.G3Partner.com
Revenue Sharing & Payment
1. G3 Partner, as each Client's representative, will pay out commissions on the revenues generated by the Affiliate's players in each Client group.
2. Casino Affiliate commissions are calculated on the basis of a player's net revenues. A player's net revenue is defined for purposes of this Agreement as the player's income (money wagered), minus (i) player winnings, (ii) free credits, (iii) chargeback fees, (iv) progressive jackpot fees and (v) bonuses. Commission will only be paid on net revenues that resulted from a player deposit, and not from bonuses.
3. When available on G3 Partner - Poker Affiliate commissions will be calculated on the basis of a player's net rake. A player's net rake is defined as the player's income (money wagered), minus (ii) player winnings, (ii) free credits, (iii) bonuses, and (iv) chargeback fees. Commission will only be paid on income that resulted from a player deposit, and not from bonuses.
4. G3 Partner's chargeback deduction policy is as follows: For purposes of this Agreement, a chargeback occurs when a credit card holder reports unauthorized transactions made on his/her credit or debit card. The cardholder appeals the charges with his/her bank. When a player seeks a chargeback, the Affiliate's share of the net revenues in question will be forfeited and deducted from net revenue before the Affiliate's monthly commission is calculated. Should the deduction result in a negative balance for the Affiliate, the Affiliate will not earn further commissions until the cost of the chargeback has been covered. If, however, the chargeback is refused by the player's bank, the net revenues shall be returned to the Affiliate and included in the Affiliate's monthly commission. G3 Partner has adopted this policy because it is not commercially viable for affiliates to earn revenue when chargebacks occur.
5. In the event of a CPA affiliate, we reserve the right to reverse the CPA payment as well as the full chargeback amount.
6. Affiliate negative balances which result from player winnings are not carried forward from month to month. In such cases, the Affiliate's balance shall remain at zero until commissions are earned.
7. G3 Partner will pay commisions for the life of the player for all standard affiliate accounts. Specialized affiliate agreements will be handled on a case by case basis.
8. G3 Partner calculates the commission payments at the end of each month and makes the payments on or before the fifteenth (15th) day of the following month, or on the first business day after the fifteenth (15th) day of the following month. Payments are made by EFT/wire transfer or direct payment to an online account designated by the Affiliate (i.e., Neteller, check etc.). The Affiliate is responsible for selecting the payment method. If the Affiliate does not specify a particular payment method, the payment will be made by check. Bank wire transfers and couriered checks are subject to a US$50 processing fee. Processing fees are subtracted from any commissions paid to the Affiliate. Fees charged to an Affiliate's online account shall be the sole responsibility of the Affiliate. The Affiliate is responsible for providing G3 Partner with correct payment information details (i.e. online account details, mailing address, and banking information). We recommend the use of an online account due to lower fees and speed of payment.
9. The minimum payment amount that G3 Partner shall send to an Affiliate each month is one hundred (US$100) dollars. Unpaid commissions each month shall be carried forward and added to the next month's payment.
10. The Affiliate acknowledges that, except as otherwise stated herein, no income tax or other taxes or amounts shall be withheld or accrued by G3 Partner for the Affiliate's benefit on the commission which are paid and it shall be the Affiliate's sole responsibility to remit all application taxes thereon.
11. The $150 Guarantee applies to affiliates who are on the Revenue Share Model only. To qualify the affiliate, 3 new players, who purchase and wager a minimum of $100, need to have joined in the month that the payment relates to.
12. The CPA and Hybrid Program require a minimum purchase by each player of $75, and a wager of $500.
13. For inclusion into the CPA or Hybrid Programs:
  1. Send an email to support@g3partner.com requesting either CPA or Hybrid
  2. G3 Partner will evaluate your existing traffic and players and determine whether the average value warrants inclusion
14. G3 Partner retains the right to move an affiliate back to the Revenue Share Program should we find that the value of players do not warrant the CPA or Hybrid levels, at our discretion.
15. If G3 Partner determines that an affiliate is enrolled in the CPA or Hybrid Program to abuse the program by referring players to our client sites that we deem to not be legitimately interested in our client sites products and services, we reserve the right to terminate participation in the affiliate program or move the affiliate to the Revenue Share Program. All CPA or Hybrid CPA will be forfeited and any payment due will be dealt with on a case by case basis.
16. G3 Partner allows affiliates and their immediate family members the right to play on the affiliate account. G3 Partner does reserve to withdraw this right at any time.
17. High-Roller Policy-
  1. In any given month, if an individual player generates a negative net win of at least $10,000 ('high-roller'), and the aggregate net win in that month (for the casino) for that affiliate is negative, then the high-roller policy will apply.
  2. If both of the above criteria are met (see point I) then the negative net win generated by the high-roller will be carried forward and offset against future net win generated by that high-roller.
  3. The negative balance carried forward cannot be set-off against other players' net win.
  4. If there is more than one high-roller, the negative balance carried forward will be split proportionally between them.
  5. The negative balance of a high-roller will be reduced by future positive net win that they generate in subsequent months. The high-roller will continue like this until the total net win has been zeroed then the player shall return to the affiliate account.
  6. Affiliates who have qualifying high-rollers on their account will be notified at the beginning of the following month
  7. Progressive wins do not affect the High-Roller Policy as this payout is taken from the Progressive Prize Pool
  8. This applies to all affiliates on Revenue Share or Hybrid Deals only.
Policies & Confidentiality
1. The Affiliate acknowledges that G3 Partner Client assumes ownership of any and all players as soon as they register an account with the Client. The Affiliate acts solely as a referral source for the Clients, and retains no other rights on the players. Upon opening an account, the player is subject to all of the Client's rules, policies, and operating procedures.
2. The Clients reserve the right to refuse a player or close a player's account if such actions are necessary to comply with their stated terms and conditions.
3. During the term of this Agreement and thereafter, the Affiliate may have access to certain classified, confidential, proprietary and sensitive information relating to the business, operations, or technology of G3 Partner or its Clients. The Affiliate agrees not to disclose the confidential information to any third party or to use the information in an unauthorized manner unless prior written consent has been obtained directly from G3 Partner. If such consent is obtained, the Affiliate agrees only to use this confidential information to further the purposes of this Agreement. The Affiliate's obligation in regards to this Section 6(c) shall survive the termination of this Agreement.
Limited License & Ownership
1. G3 Partner hereby grants to the Affiliate a non-exclusive, non-transferable limited right and license for the duration of this Agreement to use the Clients' intellectual property (i.e., copyright, trademarks, service marks, logos, and trade names) solely in connection with the G3 Partner Marketing Tools that the Affiliate may display on its site.
2. Under no condition may the Affiliate sub-license, assign or otherwise transfer any rights granted hereunder to any third party without the express prior written consent of G3 Partner, and any purported transfer shall be deemed null and void. The Affiliate's right to use the Clients' intellectual property is limited to the rights and obligations of the Affiliate under this Agreement.
3. G3 Partner and/or the Clients retain ownership of their respective intellectual property, which in no event shall be transferred to the Affiliate through any act or omission in this Agreement or through the conduct of the parties. Any and all rights that are not expressly granted hereunder are reserved by G3 Partner and/or the Clients.
4. Under no circumstances may the Affiliate assert or contest any ownership rights in and to G3 Partner and/or the Client's intellectual property in any action or proceeding of whatever kind or nature, nor shall the Affiliate take any action that may prejudice G3 Partner's or the Client's rights in the intellectual property. Further, the Affiliate may not do anything to render such intellectual property generic, weaken their validity or diminish their associated goodwill. G3 Partner retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. Upon termination of this Agreement, the license shall also terminate and all rights shall revert to G3 Partner and/or the Client without the taking of action on the part of either party.
Legal Responsibility
1. The Affiliate shall defend, indemnify, and hold G3 Partner and its Clients and their respective directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with (i) any breach by the Affiliate of any warranty, representation, or covenant contained in this agreement, (ii) the performance of the Affiliate's duties and obligations under this Agreement, (iii) the Affiliate's negligence or (iv) any injury caused directly or indirectly by the Affiliate's negligent or intentional acts or omissions, or the unauthorized use of G3 Partner's banners and links.
2. G3 Partner makes no express or implied warranties or representations with respect to the G3 Partner Program or commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, G3 Partner makes no representation that the operation of G3 Partner's site will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.
3. G3 Partner will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the G3 Partner Program, even if G3 Partner has been advised of the possibility of such damages. Further, G3 Partner's aggregate liability arising with respect to this Agreement and the G3 Partner Program will not exceed the total commissions and referral fees paid or payable to the Affiliate under this Agreement during the previous six (6) months from the date such damages were incurred. Any liability arising under this Agreement shall be satisfied solely from the commissions and a referral fee generated, and is limited to direct damages. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
Term & Termination
1. The term of this Agreement will commence when the Affiliate completes and submits the membership form and it is officially accepted by G3 Partner. Except as stated otherwise herein, the term will be ongoing unless and until either party sends written notification to the other that it wishes to terminate the Agreement. Upon receipt of written notification by either party, the Agreement will be considered to be terminated immediately. Termination is at will, for any reason, by either party. For purposes of notification of termination, email is considered a written and immediate form of notification.
2. Upon termination:
  1. The Affiliate must remove all references to the Clients from the Affiliate's websites and communications, including, without limitation, removing all G3 Partner Marketing Tools and disabling all links to the Client's sites;
  2. All rights and licenses granted to the Affiliate under this Agreement shall immediately terminate and all rights shall revert to the respective licensors, and the Affiliate will cease all use of any trademarks, service marks, logos and other designations of the Clients or G3 Partner;
  3. The Affiliate will be entitled only to those earned and unpaid commissions as of the effective date of termination; provided, however, G3 Partner may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive commissions after this date;
  4. If this Agreement is terminated by G3 Partner on the basis of the Affiliate's breach, G3 Partner's only obligation shall be to pay to the Affiliate earned but unpaid commissions as of the termination date, but shall not pay any further commissions on players referred to G3 Partner by the Affiliate;
  5. The Affiliate must return to G3 Partner any and all confidential information (and all copies and derivations thereof) in the Affiliate's possession, custody and control; and
  6. The Affiliate will release G3 Partner from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination.
Miscellaneous
1. Law & Jurisdictions. All disputes between the Parties arising from this Agreement, including non-contractual disputes and disputes as to the validity or existence of this Agreement, shall save as is expressly set out herein be referred to and finally determined by arbitration before a sole arbitrator, conducted in the English language in London, but in accordance with the law of the Isle of Man and the Expedited Arbitration Rules of the World Intellectual Property Organisation ('WIPO'). Each Party consents to the award being made an order of any court of any competent jurisdiction.
2. Nothing in this Agreement shall prevent either Party approaching a court of competent jurisdiction by way of motion, petition, or application for a temporary order on an urgent basis, pending the outcome of arbitration proceedings. Any action relating to this Agreement must be brought in the United Kingdom and the Affiliate irrevocably consents to the jurisdiction of its courts. The Parties agree to allow any judgment of such urgent proceedings to be made an order by consent before the courts of the United Kingdom.
3. Assignment and Inurnment. The Affiliate may not assign this Agreement, by operation of law or otherwise, without obtaining the prior written consent of G3 Partner. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the Affiliate and G3 Partner's respective successors and assigns.
4. Non-Waiver. G3 Partner's failure to enforce the Affiliate's adherence to all terms outlined in this Agreement shall not constitute a waiver of the right of G3 Partner to enforce said terms at any time.
5. Remedies. G3 Partner's rights and remedies hereunder shall not be mutually exclusive. The Affiliate acknowledges, confirms, and agrees that monetary damages may be inadequate to cure a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained herein, however, shall limit or affect any of G3 Partner's rights at law or otherwise. It is the intent of this provision to make clear that G3 Partner's respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
6. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented.
7. Relationship of the Parties. Nothing contained in this Agreement, nor any action taken by any party to this Agreement, shall be deemed to constitute either party (or any of such party's employees, agents, or representatives) an employee, or legal representative of the other party, nor to create any partnership, joint venture, association, or syndication among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other party.
8. Further Assurances. Each party shall use commercially reasonable efforts to cause the transactions contemplated by this Agreement to be consummated. At the reasonable request of G3 Partner, the Affiliate shall, from time to time, execute and deliver such additional documents, further agreements and instruments, and shall take all such other actions, as may be reasonably required or appropriate to more effectively complete, execute, perfect or affirm the matters contemplated by this Agreement.
9. Severability / Waiver. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
10. Entire Agreement. This Agreement constitute