TERMS & CONDITIONS

sponsorship

Statement on Participation in Affiliate World Conferences

Affiliate World Conferences is proud to host one of the largest global gatherings for the affiliate marketing industry, bringing together nearly 20,000 companies, attendees, exhibitors, and sponsors each year.

Given the scale of our events, it is not possible for Affiliate World to individually vet every participant, exhibitor, or sponsor. As such, participation in our conferences—whether as an attendee, exhibitor, or sponsor—should not be interpreted as an endorsement or verification of any individual, company, product, or service by Affiliate World Conferences. We strongly encourage all attendees and participants to conduct their own due diligence when engaging with any individual or company associated with our events. Affiliate World Conferences does not assume responsibility for the business dealings, claims, or representations made by any participant.

For any concerns or questions, we recommend exercising caution and performing independent research before making business or financial decisions.

Affiliate World Conferences remains committed to fostering a valuable and dynamic marketplace for networking, learning, and business opportunities.

All Sponsorship sales shall be subject to the following terms and conditions:

1. Introduction

1.1 The Affiliate World conferences are organised and managed by iStack Holdings Limited, registration number 2176841, registered office address Rm 2103 Futura Plaza, 111 How Ming Street, Kwun Tong, Hong Kong.

1.2 These terms and conditions (the "Sponsor Terms and Conditions") and the Front Sheet to which they are attached (together the "Agreement") set out the terms on which you (i.e. the Sponsor) agree to sponsor the following event/s:

1.2.1 - Affiliate World Dubai: 26 - 27 February 2025

1.2.2 - Affiliate World Europe: 4 - 5 September 2025

1.2.3 - Affiliate World Asia: 3 - 4 December 2025

1.2.4 (Each an "Event", Collectively the "Events")

1.3 Defined terms in this Agreement shall have the meaning given to them on the Front Sheet or else within these Terms and Conditions.

1.4 References to "we", "us" and "our" shall be references to iStack. In light of the meaning given above to "you", references to "your" shall be construed accordingly.

1.5 References to “bundled booth package” refer to circumstances where a booth has been purchased for two or more of the above-listed Events.

1.5.1 It does not include multiple booths purchased for a single event.

2. Grant of rights

2.1 Subject to the terms of the Agreement, we grant to you:

2.1.1 the Sponsor Benefits (as defined on the Front Sheet); and

2.1.2 a non-transferable, non-exclusive, royalty-free licence to use the Event logos and trademarks (the "Event Marks") provided to you in accordance with clause 4.2 solely to promote your sponsorship of the Event, during the Term (as defined in clause 9.1).

2.2 If you have purchased a bundled booth package, then the terms and conditions that apply to each event will be these unless otherwise stated.

2.3 The rights granted under clause 2.1 shall be subject to our ongoing approval, and may be withheld or revoked at any time during the Term, if we consider that you have abused such rights or have acted improperly in any way (such approval shall be at our sole discretion).

2.4 You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable licence to use your logos and trademarks (the "Sponsor Marks") provided to us in accordance with clause 3.5 in any report produced about the Event and in any promotional materials for similar events.

2.4.1 during the Term to promote and exploit the Event; and

2.4.2 for a period of twelve (12) months following the Event in any material produced about the Event and in any promotional materials for similar events.

2.5 In the event that you change the Sponsor Marks at any time during the Term, you agree that we shall not be obliged to make any consequential changes to materials that include the Sponsor Marks produced by us or on our behalf for or in connection with the Events (including, but not limited to, reprinting promotional literature or publicity materials) unless you agree in writing in advance to meet the costs and expenses incurred by us arising from such change.

2.6 If, for any reason, we are unable to deliver any of the Sponsor Benefits or it is necessary to change any of the Exhibitor Rights, we will inform you as soon as reasonably practicable. We may substitute alternative benefits in respect of the same Event to an equivalent value of the relevant Sponsor Benefits. In the event that any of the Sponsor Benefits are changed in accordance with this clause 2.5, we shall not incur any liability to you. This clause includes booth relocation.

2.7 You acknowledge and agree that you shall be solely responsible for all costs that you incur relating to your attendance at the Event (including, without limitation, any travel costs, the costs of any temporary staff and any costs relating to the stand that you erect at the Event and all costs incurred by you in exercising the Sponsor Benefits).

2.8 You shall promptly comply with all reasonable instructions and directions issued by or on behalf of us in connection with the Events and its promotion (including, without limitation, any instructions or directions given in relation to the use of the venue at which the Events are being held). We shall not be responsible for any failure or delay in providing any of the Sponsor Benefits where such failure occurs directly or indirectly as a result of your failure or delay in complying with any of our reasonable instructions or directions.

2.9 In the event that you request to change your original booth location for any Event, we require a 15% fee on your original purchase in order to reallocate your booth.

2.10 External mascots or promotional costumes are not permitted at Affiliate World conferences.

2.11 A $1,000 non-refundable reservation fee is required to secure your booth space and/or sponsorship at Affiliate World Conference. This fee will be credited toward your total booth cost. Please note that the remaining balance must be paid within 7 days of reservation. Failure to complete payment within this period will result in forfeiture of both the reserved booth space and the reservation fee, which is non-refundable under any circumstances, including changes or cancellations by the reserving party.

3. Your obligations

3.1 Any representatives, employees or agents operating or associated with your exhibition must possess a Company or an Exhibitor Ticket (as described on our website) to each Event. Any tickets outside of those included in your booth purchase fee (indicated at time of booking) You can purchase tickets for your representatives, employees or agents via our website. There is a maximum of 50 (fifty) tickets that can be purchased using any provided discount code, and may not be upsold against our public sale.

3.2 Your attendance at the Events and any tickets purchased or used by you or provided to you under this Agreement will be subject to the applicable ticket terms and conditions as displayed on our website. In the event of any conflict between this Agreement and the ticket terms and conditions, this Agreement shall prevail.

3.3 You undertake to support the Event through appropriate marketing and promotional channels and to collaborate with us on any appropriate joint marketing or promotional projects relating to the Event.

3.4 You undertake to ensure your personnel, sub-contractors and agents exercise the Sponsor Benefits in accordance with the terms of the Agreement and in accordance with the terms and conditions of attendance, as published on our website and updated from time to time.

3.5 After payment of the Sponsorship Fee you shall promptly supply us with examples of the Sponsor Marks in a suitable format.

3.6 Notwithstanding clause 5, you shall be responsible for the design, manufacture, production, storage and cost of any materials and/or merchandise used, distributed, displayed or presented by you at the Event. You shall submit the plans (and, for speeches, the full text) for any such material for approval by us at least fourteen (14) days prior to the Event (such approval to be at our sole discretion). You shall cooperate with us to amend such materials when requested (such changes to be at your cost).

3.7 Your display at the Event shall be limited to the exhibition space designated to you in accordance with this Agreement.

3.8 Your display at the Event may not include any pre-recorded audio, music, speakers or any sound that would disrupt the exhibition.

3.9 You shall not do, or omit to do, (and you shall procure that none of your employees, agents or contractors shall do, or omit to do) anything which may:

3.9.1 bring the Events or iStack into disrepute;

3.9.2 disparage the Events or iStack;

3.9.3 damage our goodwill associated with the Events; or

3.9.4 be otherwise prejudicial to the image and/or reputation of the Events or iStack.

3.10 You shall not apply for registration of any part of the Event Marks or anything confusingly similar to them in your trading or corporate name or otherwise, except as authorised under this Agreement.

3.11 It shall be your responsibility to take out and maintain appropriate insurance in relation to any risks under or in relation to this Agreement or your participation in the Event, including professional indemnity insurance and personal injury insurance for each of your employees, agents and/or representatives in attendance.

3.12 You shall not host, participate in, encourage or promote in any way, any event purporting or holding itself out to be associated with the Events during the Term, without our prior written approval.

3.13 You shall comply with all relevant laws and regulations and you will indemnify and keep indemnified and defend (at your own expense) us against all costs, claims, damages or expenses suffered or incurred by us or for which we may become liable due to any failure by you or your employees or agents to comply with any applicable laws and regulations.

3.14 You shall comply with all relevant laws and regulations and our policies and procedures relating to exhibitions at the Event. If we consider that you or your display are in breach of such policies and procedures, you must change or remove your display in accordance with our request.

3.15 You undertake that any Sponsor Literature will:

3.15.1 Comply, without limitation, with all relevant laws and regulations within the jurisdiction of the event host country;

3.15.2 Comply with any instructions or directions issued by or on behalf of us;

3.15.3 Not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact; and

3.15.4 Include any legal or good practice notices as required by us from time to time.

3.16 In reference to Affiliate World Dubai or Affiliate World Asia, any and all promotional material must be free of any adult content. This includes:

3.16.1 Sexually explicit or overly suggestive language and images, for instance women in lingerie/bikinis, sexual body-part graphics, etc;

3.16.2 Words including, but not limited to, “adult”, “sexy”, “naughty”, “male enhancements”, “male+”, “babes”, “flirt”, “porn”, “arousal”. This also includes references to, or listing of brand names associated with, the same; and

3.16.3 URLs or QR codes that link to websites containing adult material.

3.17 In reference to Affiliate World Europe, if your company is predominantly catering to adult-only audiences, you must exhibit within the area designated for such companies. Adult references are permitted provided they are in context and not gratuitous.

3.17.1 Nudity and swear words are not permitted, regardless of context.

3.17.2 The use of explicit/adult language must be directly attributed to the exhibiting company brand name and/or the domain name.

3.17.3 Slogans and promotional copy must be tasteful and not overly sexual or suggestive.

3.17.4 Images must not be overly sexual, contain explicit language, imply nudity, show excessive amounts of skin or cleavage, or focus unnecessarily on body parts.

3.18 In reference to Affiliate World Dubai or Affiliate World Asia, any and all promotional material must be free of any gambling-related content. This includes:

3.18.1 Language that encourages or suggests gambling activity including, but not limited to, use of the words “casino”, “gamble”, “gambling”, “wager”, “jackpot”;

3.18.2 Images or graphics that encourage or suggest gambling activity including, but not limited to, images of poker chips, roulette wheels, and playing cards, etc; and

3.18.3 URLs or QR codes that link to websites containing gambling services or promotion.

3.19 In reference to Affiliate World Europe, gambling references and content are permitted but no actual gambling activity may take place.

3.20 All submissions of booth artwork are subject to our approval. Any artwork or other promotional material that contravenes our guidelines and standards must be removed or amended at our request.

3.21 You shall not promote any products or services that we may, at our discretion, find to be black hat. You shall not use the words “black hat” in any promotional material or speak of such products or services in any speech. You shall not advertise any URL links that direct to such products or services.

3.22 You shall not promote any products or services that we may, at our discretion, find to be prejudicial to the image and/or reputation of the Event or iStack.

3.23 You shall not promote any products or services that may be deemed culturally inappropriate or illegal with the written law of the event host country any references that are deemed not compliant with the event host countries law shall not be permitted and must be removed or changed immediately on our request.

3.24 Sponsor Benefits are granted to one (1) single company only and cannot be split across multiple companies. Only one (1) company name and logo will be displayed on our website and on the Event printed materials and exhibition space for each purchase of an exhibition package.

3.25 If your participation includes collection of attendee data, it is your sole duty to then abide by global privacy standards like that of GDPR or CAN-SPAM, but not limited to. You shall comply with all relevant laws and regulations and you will indemnify and keep indemnified and defend (at your own expense) us against all costs, claims, damages or expenses suffered or incurred by us or for which we may become liable due to any failure by you or your employees or agents to comply with any applicable laws and regulations.

3.26 If your home country prohibits you from travelling, it is your duty to coordinate a transfer with another company. If you should find another company willing to purchase the booth from you, you may reassign the booth up to 6 weeks prior to the event. It is your sole responsibility to monitor travel restrictions to meet this deadline.

3.27 If you fail to submit your exhibition deliverables (Company Logo, Company Description, Booth Artwork, etc) to your Exhibitor portal by the deadline provided after your booking, our team will source the necessary deliverables from your website and your booth will be produced in a serviceable manner.

3.28 You shall not bring, or attempt to bring, into the conference venue: children (anyone under the age of 18), animals or illegal substances (including anything that has been deemed illegal within 12 months in Thailand unless otherwise stated by iStack. We retain the right to refuse entry to any attendee who breaches these terms and to remove any promotional materials or giveaways that are deemed prohibited.

3.29 You shall, prior to producing, distributing or publishing any advertising or promotional materials referencing or associating you with the Event and/or using the Event Marks, including promotional materials given to attendees of the Events during the Events (the "Sponsor Literature"), provide copies of such Sponsor Literature to us for our approval. You undertake that you shall not distribute any Sponsor Literature until you have received written confirmation from us that we approve the Sponsor Literature. You are solely responsible for meeting all costs relating to the Sponsor Literature (including reprinting costs if our approval is not obtained prior to printing).

3.30 You undertake that any Sponsor Literature will:

3.30.1 comply, without limitation, with all relevant laws and regulations in force that relate to the promotion of the Event;

3.30.2 comply with any instructions or directions issued by or on behalf of us;

3.30.3 not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact; and

3.30.4 include any legal or good practice notices as required by us from time to time.

4. Our obligations

4.1 We shall provide the Sponsor Benefits and organise the Events using reasonable skill and care and will consult with you on aspects of the Events where we deem it appropriate to do so.

4.2 We shall prepare the appropriate exhibition space for you in advance of the Event and in accordance with the description of the space as set out on our website at the point of purchase.

4.3 The Sponsor Benefits are personal to you and we are not obliged to provide the Sponsor Benefits (or any part of them) to any other entity or person.

4.4 We shall promptly supply you with examples of the Event Marks in a suitable format following payment of the Sponsorship Fee, which may be used for the purpose of fulfilling your rights and obligations under this Agreement.

5. Equipment

5.1 We shall provide, set up and store the necessary equipment and materials to be used by you at the Event, which shall include but is not limited to power supply, a display table, chairs and your printed logo (if required), as further described on our website, for an additional rental charge ("Provided Equipment").

5.2 We reserve the right to change the Provided Equipment, on reasonable notice.

5.3 You may bring additional equipment to the Event, only with our prior approval (such approval shall be at solely our discretion). You shall be responsible for the shipping, storage, set up, removal and any costs relating to such equipment. For the avoidance of doubt, we shall not be liable for such additional equipment in any way.

5.4 You will not sell, give away, consume or distribute from the Stand or any other part of the Venue, any articles of food, drink or tobacco other than those supplied by the Venue Owner, or its appointed catering contractor, unless agreed by the Organiser.

5.5 You undertake and warrant that you shall hold any Provided Equipment in safe custody at your own risk. You shall not do or permit to be done anything which could diminish the extent or enforceability of any guarantee or warranty of which we have the benefit in relation to the Provided Equipment, of which you are aware or ought reasonably to be aware.

5.6 You acknowledge that we are not the manufacturer or original supplier of the Provided Equipment; accordingly, no condition, warranty or representation of any kind, express or implied, is or has been given or made in respect of the Provided Equipment by us (other than those contained in this Agreement).

5.7 Title to the Provided Equipment shall not pass to you and we do not purport to grant you any rights whatsoever in respect of the Provided Equipment, whether under the Agreement or otherwise.

5.8 You shall not remove the Provided Equipment from the Event at any time. Should you remove any Provided Equipment, we shall charge you the full replacement cost plus any applicable VAT due immediately. Should you breach this condition, we may deny you the right to attend future iStack events.

6. Sponsorship fee

6.1 In consideration of us providing the Sponsor Benefits, you shall pay to us the Sponsorship Fee promptly on acceptance of this Agreement, and in any event within fourteen (14) days of our request.

6.2 If the Sponsorship Fee is not received by us when due, we reserve the right not to supply, or cease to supply, any or all of the Sponsor Benefits. For the avoidance of doubt, you and your employees, representatives and/or agents shall not be permitted entry to the Event unless we have received full payment.

6.3 The Exhibition Fee is exclusive of any applicable sales or value added tax (VAT), which shall be added to the price and paid by you in accordance with this clause 6.

6.4 Any reservation fees paid during the booth booking process are non-refundable. Failure to pay the remaining invoice amount will result in the cancellation of the reservation and forfeiture of the reservation fee.

6.5 Without prejudice to any other rights and remedies available to us, if payment is not made in accordance with clause 6.1, you shall pay interest on overdue balances at the rate of 4% per annum above the Oversea-Chinese Banking Corporation’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

7. Intellectual property rights

7.1 The parties acknowledge as follows:

7.1.1 all intellectual property rights (including, but not limited to, copyright, trademarks and design rights) in the Sponsor Marks shall be solely and exclusively owned by you, together with any goodwill therein, and we shall not acquire any rights in the Sponsor Marks, other than as expressly set out in this Agreement; and

7.1.2 all intellectual property rights (including, but not limited to, copyright, trademarks and design rights) in the Event Marks shall be solely and exclusively owned by us, together with any goodwill therein, and you shall not acquire any rights in the Event Marks, other than as expressly set out in this Agreement.

7.2 All intellectual property rights (including, but not limited to, copyright, trademarks and design rights) in or arising out of or in connection with the Events (including but not limited to any rights accruing in the Event Marks) shall be owned by us but always without prejudice to clause 7.1.1.

7.3 You indemnify us and keep us indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of a claim that our use of your intellectual property rights in accordance with the Agreement (including without limitation the Sponsor Marks) infringes any intellectual property rights (including, but not limited to, copyright, trademarks and design rights) of any third party.

7.4 Neither party shall knowingly do, or cause, or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other party’s marks, or do anything which will or may affect any registration of the other party's marks.

7.5 You agree that you shall not use the Event Marks in any way that, in our reasonable opinion, connotes that we are forming a partnership or any trading arrangement (other than the sponsorship of the Events), or that we endorse any part of your business, trading name or style.

7.6 If during the Term, either party becomes aware of any threatened or actual unauthorised use or any misuse of the other’s intellectual property rights (including, but not limited to, copyright, trademarks and design rights), then it shall promptly notify the same to the other in writing. The non-owner of the intellectual property rights will, at the owning party’s reasonable request and cost, provide all reasonable cooperation (including, without limitation, the provision or completion of any documentation) in any action, claim or proceedings brought or threatened in respect of such intellectual property rights, but shall not be obliged to take any further action.

7.7 The Organizer reserves the right to refuse or remove any exhibitor that, in its sole discretion, is deemed to falsely represent itself as another company whether that be adopting the company name, logo or specific branding components. This misleads and can deceive attendees, creating a poor experience overall. The Organizer’s decision in determining identity representation shall be final and binding.

8. Cancellation, postponement & force majeure

8.1 We may, in our sole discretion, be entitled to cancel or change the date or location of the Event for any reason. We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any such cancellation or change in date or location, or any failure or delay in performing our obligations under this Agreement for commercial reasons (including but not limited to, an event of force majeure where such event though not directly affecting the Event, may have an adverse effect on the commercial success of the Event).

8.2 We shall give written notice to you of a decision to cancel or postpone the Event as soon as reasonably practicable, and upon receipt of such notice:

8.2.1 in the case of cancellation of the Event, you shall be entitled to:

(a) terminate this Agreement; or

(b) elect to apply the Sponsorship Fee (whether or not paid to us) to another iStack event, provided that the date of such event is less than 18 months from the date of such cancellation.

8.2.2 in the case of postponement of the Event:

(a) where the new Event date is less than six (6) months away from the original Event date, you shall be deemed to have accepted the new Event date and may not terminate this Agreement or elect to apply the Sponsorship Fee to another of our events;

(b) where the new Event date is more than six (6) months, but less than 18 months away from the original Event Date, elect to apply the Exhibition Fee (whether or not paid to us) to another of our events, provided that the date of such event is not greater than eighteen (18) months from the date of postponement.

(c)where the new Event date is more than eighteen (18) months from the original Event date, terminate this Agreement.

8.3 Where the Sponsor elects to terminate the Agreement in accordance with the rights granted in clause 7.2, the parties shall agree to a reasonable refund of the Sponsorship Fee, which shall reflect any material restriction in the benefit or value of the Sponsor Benefits. For the avoidance of doubt, if no agreement can be reached, we reserve the right to refuse any refund, in our sole discretion, and in any event any refund to you shall be reduced by the reasonable expenses already incurred by us.

8.4 For the avoidance of doubt, where the Sponsor elects to apply the Sponsorship Fee to another of our events, we are under no obligation to provide the same Sponsor Benefits for the same Sponsorship Fee.

8.5 We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any failure or delay in performing our obligations under this Agreement as a result of an event or series of connected events outside our reasonable control (including, without limitation, acts of God, floods, lightning, storm, fire, explosion, war, military operations, acts or threats of terrorism, strike action, lock-outs or other industrial action or a pandemic, epidemic or other widespread illness).

8.6 Subject to clause 7.3 and 8.2, no refunds will be given in respect of any cancellations.

8.7 You acknowledge that the terms of this clause 7 represent a genuine pre-estimate of losses.

9. Term and termination

9.1 This Agreement shall take effect on the date on which both parties have executed it (the "Effective Date") and shall continue until completion of the Event (the "Term"), unless terminated early in accordance with its terms.

9.2 We may terminate this Agreement within fourteen (14) days of the Effective Date, for any reason and with written notice to you. In the event that we terminate under this clause 9.2, we shall refund the Sponsorship Fee to you as soon as reasonably practicable.

9.3 We may at any time terminate this Agreement immediately by giving written notice to you in the event that you:

9.3.1 have committed a material breach of any of its obligations under this Agreement (including failure to pay any amounts due under this Agreement) and have not remedied any such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice; or

9.3.2 cease or threaten to cease to carry on business, are unable to meet your debts as they fall due, have an order made or a resolution passed for its winding-up, have an administrator, receiver or manager appointed, make any arrangement or composition with its creditors, or make an application for the protection of your creditors in any way.

9.4 Upon termination of this Agreement by us in accordance with clause 9.3, all outstanding sums owing to us at the date of termination shall become due and payable without deduction or set-off.

9.5 Termination of this Agreement shall be without prejudice to any rights or obligations that may have accrued to us as at the date of such termination.

9.6 Upon expiry or termination of this Agreement, the parties agree that:

9.6.1 our obligations to provide any further Sponsor Benefits shall cease;

9.6.2 any licences granted pursuant to this Agreement shall immediately cease;

9.6.3 this clause 9 (Term and Termination) and clauses 7 (Intellectual Property Rights), 10 (Liability and Indemnity), 11 (Confidentiality) and 13 (General) shall continue in force;

9.6.4 you shall cease to exercise the Sponsor Benefits; and

9.6.5 you shall destroy or return any Client Literature and remove the Event Marks from any other materials in your possession.

10. Liability and indemnity

10.1 Subject to clause 10.3, our aggregate liability to you, whether such liability arises in contract, tort (including negligence) or otherwise, for any damages, loss, costs, claims or expenses of any kind howsoever arising, out of or in connection with this Agreement or otherwise in connection with the Event, shall be limited to the Sponsorship Fee paid by you

10.2 Subject to clause 10.3, we shall not be liable to you for: (i) any loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill; or (ii) any indirect, special or consequential damages, loss, costs, claims or expenses of any kind.

10.3 Nothing in this Agreement shall limit or exclude a party's liability for:

10.3.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

10.3.2 fraud or fraudulent misrepresentation; or

10.3.3 any other liability which cannot be limited or excluded by applicable law.

10.4 You hereby indemnify us against all costs, claims, damages or expenses suffered or incurred by us or for which we may become liable due to any failure by you or your employees or agents to comply with any of your obligations under this Agreement.

11. Confidentiality

11.1 Each party shall treat in confidence all information obtained from the other pursuant to this Agreement that is confidential in nature (which shall include details of the Sponsorship Fee) and shall use such confidential information solely for the purpose of exercising its rights or performing its obligations under this Agreement.

11.2 Each party shall only disclose such confidential information: (i) to those of its employees who may reasonably need to know the same to the extent required for the proper performance of this Agreement; and (ii) to the extent that such confidential information is required to be disclosed by law.

12. Anti-Bribery

12.1 You warrant that you shall:

12.1.1 comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption;

12.1.2 comply with such of our anti-bribery and anti-corruption policies as are notified to you from time to time; and

12.1.3 promptly report to us any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with the performance of this Agreement

12.2 Breach of this clause 12 shall be deemed a material breach of this Agreement.

13. General

13.1 This Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.

13.2 You may not assign, sublicense or otherwise transfer any of your rights or obligations under this Agreement without our prior written Agreement.

13.3 Notices shall be sent by email to the other party at the address appearing on the Front Sheet (or such other address as that party shall notify in writing to the other from time to time). In the absence of proof of non-delivery, notices are deemed received one working day after being sent.

13.4 You acknowledge that you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this Agreement (save that this shall not apply so as to limit or exclude either party's liability for fraud).

13.5 This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties.

13.6 If any part of this Agreement is deemed unlawful, void or for any reason unenforceable then that provision shall be deemed to be severable from this Agreement and shall not affect the validity and enforceability of any of the remaining provisions of the terms.

13.7 This Agreement is governed by the law of England and Wales, and is subject to the exclusive jurisdiction of the courts of England and Wales.