Terms and Conditions

I. Advertisers Terms & Conditions

Intro

Globaxy Ltd (hereinafter “the Company”) is a company registered in Belize with registration number: 131,836 and registered address 1 Mapp Street, Belize City, Belize.

Among others, the Company is in the business of operating as a marketing agency by connecting and bringing together Affiliates (individuals and/or businesses who have their own traffic sources and/or websites) with Advertisers (individuals and/or businesses who need to advertise their products and offers online). For the provision of these services, the Company charges the Advertisers a certain % of the commissions paid to the Affiliates.

The following terms and conditions (hereinafter collectively referred to as “the Agreement”) govern the relationship between the Company and the “Advertiser” as this is identified in the Insertion Order, in respect to the placing of an Insertion Order (hereinafter referred to as the “IO”). It is hereby acknowledged between both the parties that both this Agreement and the IO form and constitute a single document.

1. Insertion Order (IO)

1.1. Subject to the terms and conditions of this Agreement, and provided that the IO has been approved by the Company in writing, the Company hereby undertakes to embark on all commercially reasonable efforts to supply the services and to undertake the campaign described as this is described in the IO (collectively referred to as the “Campaign(s)”).

2. Payments

2.1. For these services to be rendered by the Company, the Advertiser hereby pledges, covenants and agrees to pay to the Company the amounts which are set out in the IO and any additional payments which are to be agreed upon between the parties.

2.2. For the purpose of effecting payments, the Company will issue the Advertiser with invoices at monthly intervals, or at any other such intervals which are set forth in the IO and/or agreed between the parties. The Advertiser hereby promises, agrees and covenants to effect payment of the amounts mentioned in the invoices. Such amounts may include — without limitation — all applicable and pertinent sales, use, excise and/or any other taxes, without set-off. Such amounts might also include abatements, compensations or deductions, all in accordance with the terms of this Agreement and the additional terms set out in the IO. Payment, unless there is an agreement to the contrary, shall be made to the Company within 14 (fourteen) calendar days from the date that the invoice is issued and sent by the Company to the Advertiser.

2.3. Undisputed overdue payments will accrue interest at the rate of 20% per annum or in any case at the maximum permissive by law rate. Interest rate shall begin to accrue after 14 (fourteen) calendar days from as from the date on which the invoice (for which payment is due) was issued and sent to the Advertiser, up and until final settlement of the said invoice and it shall be calculated on a daily basis.

2.4. Where applicable and in order to observe, monitor and record the performance of any campaign, the Company might ask the Advertiser to place the Company’s tracking pixel(s) or any other necessary mechanisms for the purpose of observing, monitoring and recording the performance of any campaign (collectively referred to as “the Tracking Tools”). Such placement and testing shall be the sole responsibility of the Advertiser. Even in the event that the Advertiser fails to correctly place the Tracking Tools on the IO website or where the Tracking Tools will not be recording valid leads or actions, the Advertiser hereby acknowledges and accepts that it will pay for each and every lead or action generated and recorded by the Company, unless such lead and/or action is determined to be fraudulent or invalid (as this is defined in the applicable IO).

3. Advertising Material

3.1. The Advertiser hereby agrees to grant to the Company and its Affiliates a non-exclusive, worldwide, royalty free license and right to use, perform, reproduce, display, transmit, modify, copy and distribute the advertisement, including all content, trademarks, images, trade names and brand features (collectively, the “Advertising Material”) and any trademark, logos, and graphics of the Advertiser in accordance with the IO and this Agreement.

3.2. The Company reserves at any time the right to reject, suspend or cancel any campaign and/or to reject any advertising material which – in the opinion and/or discretion of the Company is not deemed suitable and appropriate for publication for any reason. Furthermore the Company reserves the right to reject, suspend, postpone or cancel any advertisement which in the opinion of the Company may expose the Company into criminal and/or civil liability and/or any other form of liability. Furthermore the Company might refuse, reject, suspend or cancel any Campaign if in its opinion it is deemed to be offensive or objectionable.

3.3. The timing, positioning and distribution of the Advertising Material for any Campaign(s) shall be at the sole discretion of the Company, unless such timing, positioning and distribution is specifically provided for in the IO and agreed between the Parties.

4. Representations, warranties and covenants

4.1. The Advertiser hereby represents, acknowledges and warrants that (a) it has the legal capacity and authority to enter into and be bound by the present Agreement and the IO; (b) it is entitled to use and also permit the Company to use, reproduce, transmit and display the Advertising Materials and (c) the Advertising Materials are not and will not in any way (i) violate any third party copyright, trademark, trade name trade secret or other form of intellectual property (ii) violate any applicable laws rules and/or regulations (iii) contain false or deceptive advertising or any machine-readable code including but not limited to any virus, Trojan-horse or other self-executing program, (iv) contain any content that can be declassified as defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate, or (v) violate any applicable law or regulation and particularly in respect to the offering of sweepstakes, gambling, promotions etc. The Advertiser hereby accepts that if it is in breach of any of the above representations, acknowledgements and warranties, then the Company has the right to immediately terminate the present Agreement and the IO and take any other necessary step and/or action deemed appropriate.

4.2. The Advertiser covenants, agrees and undertakes that: (a) it will, at all times, comply with all laws applicable in the jurisdiction where the Advertiser is situated or otherwise conducts its business; (b) it will, at all times, comply with the terms of this Agreement and the IO; (c) it will at all times comply with legal provisions pertaining to spam; (d) it will not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from the Company; and (e) it will, within 2 (two) business days from the end of each billing period (as defined in the IO) deliver to the Company a report of its data and statistics relating to the Campaign(s).

4.3. In the event that the IO provides for or otherwise permits marketing by electronic mail, the Advertiser agrees to deliver its suppression list for each email campaign to the Advertiser immediately upon execution of the IO and thereafter to provide an updated suppression list for each campaign not less than once in every seventy-two (72) hour period of time for the duration of the Campaign.

5. Termination

5.1. Either party may terminate this agreement and cancel the IO without providing a reason for such termination, by giving a 3 (three) working days’ written notice to the other party. In such a case any undisputed amounts owed by the Advertiser, must be settled within 14 (fourteen) working days as from the date that the termination becomes effective.

5.2. The Company might also immediately terminate this Agreement and the IO by means of a written notice to the Advertiser, in cases where the Company considers that the Advertiser has been in breach of any of the terms of this Agreement and the IO or if it is considered that the Advertiser has acted and/or the Campaign has been managed in a way which (a) is in contravention and/or violation of applicable laws, by-laws, rules and regulations, (b) is defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate; or (c) might harm the good reputation of the Company, its Directors, Affiliates or any other person and/or body for which the Company is in law responsible.

6. Confidential Information

6.1. Either party (hereinafter the “Disclosing Party”) may, from time to time, disclose to the other party (hereinafter the “Receiving Party”) certain information relating to the Disclosing Party’s business or customers, Affiliates, subsidiaries, agents, or employees; business and marketing plans, processes, strategies and methods which may not be standard industry practice or which are not generally known in the industry and/or to any section of the public; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively referred to as the “Confidential Information”). The Disclosing Party and the Receiving Party hereby agree and acknowledge that such Confidential Information will be provided at the sole discretion of the Disclosing Party, and nothing in this Agreement obligates the Disclosing Party, its directors, agents or employees to disclose or grant to the Receiving Party access to any Confidential Information. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party hereby promises, pledges, covenants and agrees (a) to use the Confidential Information only for the purposes expressly contemplated in this Agreement; (b) that no Confidential Information will be disclosed to any third party, Affiliates, subsidiary, or agent of the Receiving Party without the prior written consent of the Disclosing Party. The Receiving Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Receiving Party agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party, with the exception that one (1) copy may be made for backup and archival purposes only. The undertakings and obligations of each party under this Section shall not apply to any information which it can established to have: (a) become publicly known through no action on the Receiving Party’s part; (b) been known by the Receiving Party prior to receipt; (c) been independently developed by the Receiving Party; (d) been approved for public release by the Disclosing Party’s written authorization; or (e) been required to be disclosed by law, or to a competent court, government or regulatory body having the right to same, provided that the Disclosing Party is notified immediately of such required disclosure and given the opportunity to seek a protective order.

6.2. Unless the Company has provided its prior, express written consent, the Advertiser will keep the IO and the terms of the Agreement strictly confidential, and may not make any unauthorized disclosure of the same to any person.

6.3. The confidentiality non-disclosure provisions shall survive this Agreement for a period of 3 (three) years.

7. General

7.1. Neither party may assign this Agreement and the IO without the express written consent of the other. Notwithstanding the foregoing however the Company is able – and if this is deemed appropriate – and may broker or assign this Agreement and the IO at any time, in part or in whole, to an Affiliate with whom the Company has entered into its standard Affiliate agreement. Such an assignment may be effected without seeking the prior written consent of the Advertiser, but the Advertiser might be notified of such an occurrence at the discretion of the Company.

7.2. The Company reserves the right to include the Advertiser’s name in any advertisement, publication, press release or promotional material, without seeking the Advertiser’s prior consent. In case that Advertising materials will need to be produced by the Company, the Company may request from the Advertiser and the Advertiser will supply the Company with at least 1 (one) digital copy of art and/or other possible Advertising materials produced that may be copied, printed, and/or distributed at conferences, signings, mailings, trade shows, etc.

THE COMPANY DOES NOT GUARANTEE THAT THE ADVERTISER OR ANY THIRD-PARTY WILL BE ABLE TO ACCESS THE COMPANY’S WEB SITE AT ANY PARTICULAR TIME. THE COMPANY’S SERVICES ARE PROVIDED ON AN “AS–IS, AS–AVAILABLE” BASIS. EXTERNAL FACTORS AND / OR FACTORS BEYOND THE COMPANY’S CONTROL MIGHT CAUSE SERVICE DISRUPTIONS AT TIMES FOR WHICH THE COMPANY MIGHT NOT HAVE ANY POWER OVER.

7.3. This Agreement and the IO shall be interpreted in accordance with the laws of Belize.

7.4. Any Amendments to this Agreement and the IO shall be made in writing and signed by both Parties.

7.5. This Agreement and the IO constitutes the entire agreement between the parties with respect to the Campaigns noted in the IO and supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written between the Parties.

II. Affiliates Terms & Conditions

Intro

These terms and conditions (the “Agreement’), governs your participation as a member (the “Affiliate”) of the Globaxy Affiliate Network (the “Network”). The Affiliate covenants and agrees to be bound by this Agreement, and the schedules attached, as amended by Globaxy Company (“Globaxy”) from time to time.

1. Definitions

1.1. “Client” means a client of Globaxy.

1.2. “Offer” means a promotional offer published by Globaxy on the Network Site, in an electronic mail or both, setting out an advertising offer on behalf of a Client and containing such additional terms and conditions as the Client and Globaxy, in their discretion, consider necessary from time to time.

1.3. “Network Site” means the website for the Network operated by Globaxy and situated at https://www.globaxy.com.

1.4. “Sub-Affiliate” means an independent third party contracted by the Affiliate.

2. The Network

2.1. Globaxy will permit the Affiliate to participate in the Network, subject to compliance with the terms and conditions in this Agreement and in any policies established by Globaxy, from time to time, and incorporated by reference in this Agreement.

2.2. The Affiliate will be issued a unique username and password to access the Network Site, neither of which may be used by any person other than the Affiliate.

2.3. The Affiliate may engage Sub-Affiliates to distribute Offers in accordance with the Network, provided that:

the Affiliate has written approval from a Globaxy Representative to contract Sub-Affiliates;
verifiable name, address and telephone number for each Sub-Affiliate is delivered to Globaxy immediately upon request;
the proposed Sub-Affiliate agrees, in form satisfactory to Globaxy, to abide by paragraph 2.8, 3.3, Sections 5.4, 6, 7, 8, 9, 10 and 11 of this Agreement and the Globaxy Policies (collectively, the “Sub-Affiliate Provisions”), as amended from time to time; and
at no time will the Affiliate engage a Sub-Affiliate who, in the opinion of Globaxy is likely to bring the reputation or standing of Globaxy into disrepute or is otherwise unsuitable.

2.4. Any breach by a Sub-Affiliate of the Sub-Affiliate Provisions will be deemed to be a breach of this Agreement by the Affiliate.

2.5. It is expressly agreed that the parties intend by this Agreement to establish a relationship between Globaxy and the Affiliate, but that it is not the intention of either party to undertake a joint venture or to make the Affiliate in any sense an agent, employee, or partner of Globaxy. The parties expressly agree that they are independent contractors, and that this Agreement does not in any way create a partnership as contemplated by the Partnership Act, R.S.B.C. 1996, c.348, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.

2.6. It is further agreed that the Affiliate has no authority to create or assume in Globaxy’s name or on its behalf any obligation, express or implied, or to act or purport to act as its agent or representative for any purpose whatsoever and the Affiliate shall not hold itself out as having any such authority.

2.7. Globaxy may, in its sole discretion, confirm or otherwise verify or check, the truth and accuracy of any registration information provided by Affiliate. If at any time Globaxy, in its sole judgment and discretion, determines the Affiliate’s registration information to be misleading, inaccurate or untruthful, Globaxy may restrict, deny or terminate Affiliate’s account, Affiliate’s access and use of, and/or any benefits derived from Affiliate’s participation in the Network; Globaxy may also withhold payment of any commissions and/or other fees that may be or become due or payable to Affiliate.

2.8. Affiliate will be solely responsible for the development, operation, and maintenance of the Affiliate website and for all materials that appear on the Affiliate website. Such responsibilities include, but are not limited to, the technical operation of the Affiliate website and all related equipment; creating and posting product reviews, descriptions, and references on the Affiliate website and linking those descriptions to the Network Site; the accuracy and propriety of materials posted on the Affiliate website; and ensuring that materials posted on the Affiliate website do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. Globaxy disclaims all liability and responsibility for such matters.

2.9. Other than as provided in this Section 2, Affiliate may not sublease, rent, lease, sell, resell, outsource or service any Offer, and any attempt to do so shall be null and void.

3. Offer

3.1. Offers will be posted to the Network Site.

3.2. Globaxy grants the Affiliate a limited, non-exclusive, non-transferable right to download Offers from the Network Site and to publish the same on the Affiliate’s websites and in electronic mail correspondence sent by the Affiliate, all of which must be done in accordance with this Agreement, the Globaxy Policies, as amended from time to time, and the additional terms and conditions affixed to each of the said Offers.

3.3. The Affiliate agrees not to modify, alter, misrepresent or embellish the Offer or any part of the Offer including without limitation any text or images provided by or on behalf of Globaxy or the Client in any way, directly or indirectly, without the express prior written consent of Globaxy.

4. Compensation

4.1. Globaxy will pay to the Affiliate a commission (the “Commission”), calculated in accordance with the payment terms outlined in each Offer posted by Globaxy on the Network Site. Globaxy applies bi-weekly NET 15 payments. Weekly NET 7 payments are possible upon request at Globaxy’s sole discretion. Notwithstanding of the selected payment method (e.g. PayPal, payoneer, webmoney etc.) the Affiliate shall provide Globaxy with their actual bank details.

4.2. Commissions will be paid to the Affiliate only following receipt by Globaxy of payment from the Client in respect of such Offer published in the Network online reporting system. Globaxy may, in its sole discretion and from time to time, elect to advance to the Affiliate part or all of the Commissions prior to receipt of payment from the Client, but in no event will Globaxy be obligated to do so.

4.3. The Affiliate acknowledges and agrees that payment of Commissions may be delayed where the Affiliate has not provided Globaxy with current particulars in accordance with paragraph 6.2(m) of this Agreement and that in no case will Globaxy be liable to the Affiliate for any loss, costs or expenses directly or indirectly incurred by the Affiliate as the result of such delay.

4.4. Minimum amount that can be paid to the Affiliate in a given billing period must exceed US$500.00 (Five Hundred US Dollars). Payment in the amount less than US$500.00 is possible in case of termination of the Agreement mutually agreed by the parties or its cancelation that is not related to any breach of contractual provisions or applicable laws by the Affiliate.

4.5. Commissions due and payable by Globaxy to an Affiliate will not accrue interest.

4.6. Payments to an Affiliate in accordance with this Section will be based upon the records kept by Globaxy and reported in Globaxy’s online reporting system and audited by the Clients, from time to time.

5. Fraud

5.1. If Globaxy determines, in its sole discretion, that the Affiliate or Sub-Affiliate has engaged in any activity that Globaxy considers to be fraudulent or which might bring the reputation or standing of Globaxy into disrepute either with the general public or with the Clients or potential Clients of Globaxy, or otherwise that the Affiliate or Sub-Affiliate has engaged in activities which might be considered fraudulent, Globaxy may but will not be obligated to (a) suspend or terminate the Affiliate’s membership in the Network, without notice and (b) release to any third party, information relating to the identity and location of the Affiliate if required to do so in order to enforce these terms and conditions.

5.2. In the event of a suspension or termination in accordance with paragraph 5.1 above, any Commission due and payable to the Affiliate in accordance with Section 4 at the time of suspension or termination will be deemed to be forfeited.

5.3. For the purposes of this Agreement, fraudulent activity includes but is in no way limited to:

activity by the Affiliate or anyone for whom in law the Affiliate is responsible which is directly or indirectly intended to inflate the Commissions payable to the Affiliate;
the generation of leads other than by a mechanism approved by Globaxy;
activity by the Affiliate or anyone for whom in law the Affiliate is responsible which is not in accordance with the Network; and
activity which is determined by the Client, in its discretion, to be fraudulent.

5.4. Globaxy may at any time audit Affiliate for compliance purposes. Affiliate agrees to provide Globaxy with any reasonable information necessary to conduct an investigation into Affiliate’s compliance with law and this Agreement.

6. Covenants, Representations and Warranties

6.1. The Affiliate represents and warrants that:

it has the authority and capacity to enter into and to be bound by this Agreement;
to the best of its knowledge, there are no existing, pending or threatened claims or actions pending against the Affiliate;
none of the Affiliate’s websites contain false or deceptive advertising or any machine readable code including without limitation any virus, Trojan horse, work or other self-executing program;
it owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on or through its website or websites and in its electronic mail; and
it is not now a party to any agreement or business relationship which may conflict with this Agreement.

6.2. The Affiliate covenants and agrees that:

it will, at all times, comply with all laws applicable in the jurisdiction where the Affiliate is situated and also where the Affiliate directly or indirectly conducts its business or markets an Offer;
it will not enter into any agreement or business relationship or otherwise incur any obligation which might, in the opinion of Globaxy, conflict with this Agreement;
it will, at all times, comply with the terms of this Agreement, and the Globaxy Policies, as updated, amended and replaced by Globaxy, from time to time, in its sole discretion;
it will not, without the express written consent of Globaxy, use or permit any person for who it is in law responsible to use any third-party trade-names or trade-marks;
it will not publish on any website or send in any electronic mail a universal resource locator or other link to any content or otherwise engage in or condone any practice, which, in the opinion of Globaxy is deceitful, defamatory, libelous, abusive, violent, prejudicial, obscene, pornographic, likely to bring the reputation or standing of Globaxy into disrepute, or which otherwise would be illegal;
it will at all times comply with the terms and conditions of any agreement or policy established by an Offer in which the Affiliate elects to participate;
it will at all times comply with the provisions of the CAN-SPAM Act of 2003, as amended or replaced, from time to time;
it will not post any content relating to the Offer to any Usenet newsgroup, chat room, bulletin board or ‘blog’ (save and excepting a chat room, bulletin board or blog which is operated or primarily owned by the Affiliate) without the express written consent of Globaxy;
it will be responsible for the development, operation and maintenance of its website or websites and electronic mail, including without limitation the technical operation thereof, the creation, publication and accuracy of any content published on any such website or websites or in any electronic mail;
it will not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from Globaxy;
it will not “frame” or “mirror” any part of any pages hosted by the Client unless expressly permitted by Globaxy and the Client;
it will not alter any website or electronic mail content provided by Globaxy; and
it will, at all times and from time to time provide Globaxy with written confirmation of a valid address, telephone number, electronic mail address and such other identifying or financial information as Globaxy may reasonably require.

7. Indemnification

7.1. The Affiliate covenants and agrees to indemnify and save harmless Globaxy, its parent company and their respective shareholders, directors, officers, and employees (collectively, the “Indemnified Group”) from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of any breach of this Agreement by the Affiliate or any Sub-Affiliate or the exercise by the Affiliate of any right under this Agreement or any act or omission of the Affiliate, a Sub-Affiliate or anyone for whom the Affiliate is in law responsible, including without limitation any damages, losses, consequential or otherwise, arising in any manner (including those arising from or incidental to any liability or other lawsuit, claim, demand or other action brought) as a consequence of any act or omission of the Affiliate or any person for whom the Affiliate is in law responsible, whether or not the Indemnified Group or any of them are named as a party defendant in any such proceedings and whether or not the Indemnified Group or any of them are alleged to be negligent or otherwise responsible for any damage or injury to persons or property. The obligation of the Affiliate to defend and indemnify as set out in this paragraph will survive termination of this Agreement for any reason and will not be otherwise limited by any other term or condition of this or any Agreement. Globaxy may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate. Globaxy may participate in the defense of all claims as to which it does not assume defense and control, and Affiliate shall not settle any such claim without Globaxy’s prior written consent.

8. Disclosure of Information

8.1. Globaxy or its directors, may, from time to time, disclose to the Affiliate certain information relating to Globaxy’s business or to Globaxy’s customers, affiliates, subsidiaries, Affiliates, agents, or employees; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of Globaxy (all collectively referred to as the “Confidential Information”). The Affiliate acknowledges that Confidential Information will be provided at the sole discretion of Globaxy, and nothing in this Agreement obligates Globaxy, its directors, agents or employees to disclose or grant to the Affiliate access to any Confidential Information.

8.2. Unless expressly authorized in writing by Globaxy, the Affiliate covenants and agrees:

to use the Confidential Information only for the purposes expressly contemplated in this Agreement; and
that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Affiliate without the prior written consent of Globaxy, which may be unreasonably and arbitrarily withheld.

8.3. The Affiliate acknowledges that Globaxy remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Affiliate agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of Globaxy.

8.4. Upon termination of this Agreement, or otherwise on demand by Globaxy, the Affiliate agrees that it will promptly deliver to Globaxy all notes, data, tapes, reference items, sketches, drawings, memoranda, records, diskettes, electronic communications in any form and any other materials in any way relating to any of the Confidential Information in the possession of the Affiliate or any Affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Affiliate.

8.5. The Affiliate acknowledges and agrees that:

the provisions of this Section and the Affiliate’s agreement with the same are of the essence and constitute a material inducement to Globaxy to enter into this Agreement;
the provisions of this Section shall be construed independently of any other provision of this Agreement, and the existence of any claim or cause of action the Affiliate may have against Globaxy, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Globaxy of the provisions of this Section;
that any breach of this Section would cause irreparable harm to Globaxy for which damages might not be an adequate remedy, and the Affiliate therefore agrees that in the event of any such breach Globaxy will be entitled to seek, in addition to any other right accruing to Globaxy under this Agreement or otherwise in law or equity, injunctive relief against the Affiliate without the necessity of proving actual damages; and
notwithstanding any other provision of this Agreement, this Section shall survive the termination of this Agreement, however caused.

8.6. The Affiliate agrees to indemnify and save harmless Globaxy against any and all loss, costs or expenses, inclusive of court costs and legal fees on a solicitor and own client basis, which Globaxy may incur as the direct or indirect result of any unauthorized disclosure of the Confidential Information by the Affiliate or any person for whom the Affiliate is responsible, in law.

9. Non-Competition

9.1. During the term of this Agreement and for a period of six (6) months thereafter, the Affiliate will not seek, in any way, to undermine the goodwill of Globaxy, and in particular, the Affiliate will not, directly or indirectly: (1) solicit or entice or attempt to solicit or entice, work away from Globaxy; (2) solicit or entice or attempt to solicit or entice any of the employees of Globaxy to enter into employment service with the Affiliate or a competitor of Globaxy; or (3) directly or indirectly enter into any agreement or contract, written or otherwise, with any Client or otherwise provide services to any third party for the ultimate benefit of a Client which might, in the opinion of Globaxy, compete with any services provided by Globaxy to that Client.

10. Disclaimer and Limitation of Liability

10.1. Globaxy disclaims all warranties, conditions, representations, indemnities and guarantees with respect to any matter, whether express or implied (including without limitation any warranty of profitability, satisfactory quality, merchantability, fitness for any particular purpose, title and non-infringement).

10.2. Notwithstanding any other provision of this Agreement, Globaxy additionally disclaims all obligations and liabilities on the part of Globaxy and those for whom it is in law responsible for any damages, including, but not limited to, indirect, special, and consequential damages, attorneys’ and experts’ fees, and court costs (even if Globaxy has been advised of the possibility of such damages, fees or costs), arising out of or in connection with this Agreement.

10.3. In no circumstance will Globaxy be liable to the Affiliate for any consequential, indirect, special, punitive or incidental damages or lost profits of the Affiliate or the Affiliate’s successors or assigns (including without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder, stoppage of other work or impairment of other assets) arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. Without limiting the foregoing, Globaxy will not be liable for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, actions or inaction of Affiliate or third parties, Affiliate’s equipment or software and/or any third party equipment or any other condition affecting production or delivery in any manner beyond the control of Globaxy.

11. Non-Competition

11.1 During the term of this Agreement and for a period of eighteen (18) months thereafter, regardless of the reason for termination, Affiliate agrees that it will not knowingly, directly or indirectly, solicit, engage, contract, license, or work with any client whose offer it or any of its Sub-Affiliates marketed hereunder without the prior written approval by an authorized party at Globaxy. Affiliate agrees and understands that Globaxy has incurred significant expense forming Globaxy’s Affiliate Network and in providing services for the benefit of its Clients, and Affiliate agrees and understands that in the event of a breach by Affiliate of this section, Affiliate SHALL pay Globaxy as liquidated damages an amount equal to Globaxy’s profits for the preceding EIGHTEEN (18) months generated by the campaigns for such Client. The liquidated damage remedies provided herein in this section shall not preclude Globaxy from seeking injunctive relief.

12. Termination

12.1. Globaxy may terminate this Agreement, at any time, on six (6) hours’ Notice to the Affiliate. The Affiliate may terminate this Agreement, at any time, on forty-eight (48) hours’ Notice to Globaxy.

12.2. Notwithstanding termination of this Agreement for any reason, the Affiliate covenants and agrees that it will continue to be bound by the terms and conditions set out in Sections 5, 7, 8, 10, 11 and 13.1 of this Agreement.

12.3. The initial term would be eighteen (18) months and would automatically renew for another twelve (12) month period, unless terminated by either party after the initial term.

13. General

13.1. Globaxy may assign this Agreement without the Affiliate’s prior consent. The Affiliate may not assign this Agreement without the express written consent of Globaxy.

13.2. Globaxy reserves the right to change, amend or alter this Agreement at any time, for any reason, or for no reason at all, at its sole discretion. The most recent version of this Agreement will be posted here. Although Globaxy may provide notice of material changes to this Agreement to the Affiliate but it is the Affiliate’s sole responsibility to keep them informed of any such changes or amendments.

13.3. Any notice or other communication (“Notice”) permitted or required by this Agreement will be in writing and given by personal delivery or transmitted by facsimile or electronic mail to the receiving party at the address provided to Globaxy by Affiliate in its Globaxy Network account. Any such Notice will be deemed to have been received on the date on which it was transmitted by facsimile or electronic mail or delivered.

13.4. No term or condition of this Agreement will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties.

13.5. In the event that any term, covenant or condition of this Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction then this Agreement with respect to the remaining terms, covenants or conditions will continue in force.

13.6. This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and assigns of both Globaxy and the Affiliate.

13.7. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement, supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written.

13.8. This Agreement shall be governed by, construed and enforced in accordance with the laws of Belize; all matters concerning the performance thereof shall be construed, interpreted, applied and governed in all respects in accordance with the laws of Belize.