PMU Affiliate Terms & Conditions
PMU, an economic interest group, Paris Trade Register No 775 671 258, with registered office at 2, rue du Professeur Florian Delbarre, 75015 Paris, France (“PMU” or “we”)
“You” or “the Affiliate”, i.e. the individual or entity which has been set a “BENEFICIARY” of the payment on the Affiliate Sign Up Form of our Website.
· The Purpose of this Agreement is to define the conditions of your relationship with us within the framework of our affiliate program.
· Any changes to this Agreement will be communicated to you in accordance with Clause 1.3 of the Agreement below.
Standard Affiliate Agreement
IMPORTANT PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCEPTING THIS AGREEMENT, THEN PRINT AND STORE ALONG WITH ALL CONFIRMATION EMAILS REFLECTING YOUR TRACKER IDs, BONUS CODES, AND AFFILIATE ACCRUALS.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS (OR ARE NOT AUTHORISED TO DO SO) YOU SHOULD NOT JOIN OUR AFFILIATE NETWORK OR (IF YOU HAVE ALREADY JOINED OUR AFFILIATE NETWORK) EMAIL US AT PmuAffiliation@pmu.fr TO TERMINATE THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS AND CONDITIONS PLEASE CONTACT US AT THE SAME EMAIL ADDRESS.
These Poker Affiliate T&C, your completed Affiliate Sign Up Form (the "Affiliate Sign Up Form”), our Electronic Marketing Rules, our email validating your registration in our network of affiliates, any other guidelines or additional terms we provide to you via email or our site and the associated Payment Plan (together the "Agreement") contain the complete terms and conditions that apply to your participation in the www.pmu.fr (the “Website”) affiliate network ("Affiliate Network"). In the event there is a conflict between this Agreement and any other additional terms, this Agreement shall take precedence unless such additional terms expressly reference variation to this Agreement.
We can propose, for each Service you subscribe to (poker, sports bets, horseraces bets) two alternative Payment Plans from which you can choose.
- poker program : Per Sign Up Plan (also known as a 'Cost Per Acquisition' or ´CPA´ Plan). We will notify you the Payment Plan that we propose to you for each Service of the Website you subscribe to.
- sport betting program : Per Sign Up Plan (also known as a 'Cost Per Acquisition' or ´CPA´ Plan). We will notify you the Payment Plan that we propose to you for each Service of the Website you subscribe to.
- horse racing program : Per Sign Up Plan (also known as a 'Cost Per Acquisition' or ´CPA´ Plan). We will notify you the Payment Plan that we propose to you for each Service of the Website you subscribe to.
You are entitled to receive Affiliate Accruals calculated on the applicable Payment Plans that are allocated to your Trackers during the term of this Agreement or whilst the applicable Tracker is operational.
The only Affiliate Accruals that you are entitled to receive are those issued from the revenues generated by Tracked Players on our Website, to the exclusion of any other activity on our Website and/or of Tracked Player on any other website.
1.1 This Agreement shall govern our relationship with you in relation to the Affiliate Network within the framework of your participation to the Website Affiliate Network.
1.2 When you indicate your acceptance of these terms and conditions on the
Affiliate Sign-up Form, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS
SET OUT IN THIS AGREEMENT (as amended or modified from time to time in accordance
with Section 1.3 below).
In this Agreement,
references to the following words shall have the meanings set out below:
2.2 "Website" means the PMU Website where we propose Services of sports bets, horseraces bets and online poker, at the following url : pmu.fr, or any other url which we may alternatively use to replace it from time to time (as well as the web addresses that are owned, operated or controlled by or on behalf of us from time to time) and each of its related pages.
2.3 "Affiliate Area" means the area of the Website that is accessible to you (you may need to access some parts of this area by logging on with the security code we assigned to you when you signed up as a participant in the Affiliate Network and associated password) and that provides certain ´members only´ functionality, including facilities to check relevant statistics, register Sub-affiliates , update your profile, create additional Tracker IDs and bonus codes (if applicable), select banners and/or text links.
2.4 "Banners" and "Text Links" means the graphical
artwork or text that includes tracker IDs and bonus codes that are made
available by us in the Affiliate Area and that you may use to connect players
to our Services from your website (or other electronic method) or using other
2.6 "Cost Per Acquisition" (or CPA) means the Per Sign-Up Payment
Plan referred to in 2.16 below.
2.8 "Fraud Traffic" means deposits, revenues or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating Affiliate Accruals, and unauthorised use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights (that, for the avoidance of doubt, include our Intellectual Property Rights) and any activity that constitutes Fraud Traffic under 3.7 or 3.9 below.
2.9 "Group" means our member companies and any subsidiary
companies of our member companies.
2.12 "Minimum Required Deposit" means the minimum amount required to open a Player Account as indicated on the Site. Such deposits must then add up to a cumulative deposit for each player in order to satisfy the qualifying criteria (currently set at EUR5). Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the amounts mentioned within this Clause 2.12 in accordance with the provisions of Clause 1.3. All amounts are calculated in Euros and may be converted into alternative currencies as indicated on the Website at a rate determined by us from time to time.
Gross Revenue" (or "MGR") means the Percentage Payment Plan
described in 2.16 below.
2.17 "Player(s)" means any person using any products or services on our Sites whether attached to your Tracker or not;
2.18 "Player Account" means a uniquely assigned account that is created for a Player when he/she successfully registers for the Services via a Tracking URL or Sign-up Bonus Code.
2.19 "Tracked Player(s)" means any person who is attached to your Tracker (or if applicable, your Sub-Affiliate Tracker) who: (i) has not been a Player with us before; (ii) meets all conditions to open an account; (iii) has made the Minimum Required Deposit; (iv) is accepted as a player under any applicable sign up or identity verification procedure which we may require; and, regarding Poker Service (v) has accumulated the required number of PMU Poker Points indicated on the Website; and for any Service offered on our Website (vi) has adequately fulfilled any other qualification criteria that we may introduce from time to time. Notwithstanding any other provisions contained elsewhere in this Agreement, we reserve the right to alter the above-mentioned qualifying criteria in accordance with the provisions of Clause 1.3.
2.20"Services" means any product or service offered to Players on our Sites.
2.21 A "Sign-up Bonus Code" is a unique alphanumeric code that we may make available to you to provide to prospective Players. When entered, the system automatically logs the Sign-up Bonus Codes and records you as the Affiliate in relation to the relevant Player.
2.22 "Sites" means the websites and any other online site or platform that are owned, operated or controlled by or on behalf of us from time to time and each of its related pages through which a Player opens a Player Account and/or accesses our Services.
2.23 "Spam" means any email or other electronic communication you
send that markets, promotes or that otherwise refers to us, the Site or our
Services from time to time, or that contains any Marketing Materials, Our Marks
or Trackers and that breaches our Electronic Marketing Rules.
2.24 "Sub-affiliate" means a person that you have referred to (and that has successfully joined) our Affiliate Network in accordance with the terms of this Agreement.
2.25 "Sub-affiliate Accruals" means the Affiliate Accruals due to any Sub-affiliate as set out in their chosen Payment Plan.
2.26 "Term" means the period from the date of sending by PMU, to
the email address indicated on the Affiliate Sign-Up Form, of the email of
validation of your registration to the Affiliate Network, until such time as
this Agreement expires or is terminated in accordance with its terms.
2.29 "Intangible assets" means any item whatever its form, consisting or appearing on our Website, such as but not limited to: Service, data, writing, video, graphical item, audio, visual, graphical charter, look & feel, architecture, organisation, programme, database, software.
2.30 This Agreement is drafted in the French language. If this Agreement is translated into another language, the French language text shall in any event prevail.
3. TERMS & CONDITIONS
3.1 Identity and Disclosure. You
shall provide true and complete information to us when completing the Affiliate
Sign-up Form and promptly update such information if all or any part of it
changes. You shall also provide us with such other information as we may
reasonably request from time to time. If you are a natural person, you must be
full age in your own country and in all case over 18 and fully able to take an
undertaking. Otherwise your registration will not be valid.
3.2.1 Place Marketing Materials on any online site or other medium where the
content and/or material on such website or medium is potentially libellous,
malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic
or violent or that is, more generally, contrary to applicable legislation.
3.2.4 Use Marketing Materials in a manner that may potentially confuse a
Player or potential Player.
3.2.6 Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any other person.
3.2.7 In any way alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof.
3.2.8 Register as a Player on behalf of any third party, or authorize or
assist (save by promoting the Site and Services in accordance with this
Agreement) any other person to register as a Player.
3.2.10 Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the site or service on which any functions or transactions are occurring.
3.2.11 Post, serve or publish any advertisements, communications or promotional content promoting the Site, our Services or Our Marks around or in conjunction with the display of the Site and/or any part or page thereof (for example and without limitation through any "framing" technique or technology or pop-up windows or pop-under windows or interstitials);
3.2.12 Cause any of the Sites (or any parts or pages thereof) to open in a visitor´s browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on Banners or Text Links contained in or as part of any Marketing Materials;
3.2.13 Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in our Affiliate Network;
3.2.14 Use any means to promote any of the Sites that resemble in any way the look and/or feel of any of the Sites whether in whole or in part, nor utilise any such means or site to create the impression that such sites are the Sites (or any part of the Sites);
3.2.16 Attempt to communicate to Players whether directly or indirectly on our Site to solicit them to move to any online site not owned by us or for other purposes without our prior approval including but not limited to via email, chat boards, or spamming our tables.
3.2.17 Attempt to market or promote our Services (or any specified part thereof) or Site within other territories than French territories; to attempt to circumvent any restriction which we have put in place to prevent players from restricted territories from signing up as Tracked Players; or attempt to disguise to geographical location of a Player.
If we determine that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Accruals and/or terminate this Agreement immediately on notice.
3.3 Approved Marketing Materials. In providing the marketing activities referred to in Section 3.2, you shall only use the Marketing Materials. You shall not modify the Marketing Materials or Our Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Site or otherwise from time to time and any applicable laws. We may charge you for the cost of any CDs and other customised promotional materials provided to you at your request and such costs may be deducted from your Affiliate Accruals. During the term of this Agreement, we grant you a non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.
3.4 Competitive Marketing. You shall not market the Site and/or us or our Services or Our Marks in any way whatsoever, unless such activities are approved in writing by us (i) on any website on which we promote any of the Sites; (ii) on or through any Internet search engine on or through which we promote any of the Sites; and (iii) in any other manner that results in you competing with us in relation to the promotion of any of the Sites or (iv) otherwise where we request that you cease the same.
3.5 Non Assignment. Without prejudice to Section 8.6, you acknowledge and
agree that Trackers are for your sole use and you shall not assign or
sub-license (as appropriate) the Tracker IDs, Bonus Codes nor any Affiliate
Accruals to any third party without our prior written consent.
If any such person successfully joins our Affiliate Network, we will pay you in respect of the activities of such Sub-affiliate in accordance with the Payment Plan, provided that you register them through the "Register Sub-affiliate" function within the Affiliate Area of the Website. You will only receive credit for sub-affiliates that comply with all applicable terms of this Agreement. Any person registered as an Affiliate cannot subsequently be reclassified as a Sub-affiliate. You shall not:
You are not entitled to lease, transfer, or in any way make any third party benefit from our Affiliate Network, or of part of all of the rights and obligations in relation thereto, in any way whatsoever, or to make in any form a sub-affiliate network of our affiliation programme.
3.7 Commercial Use Only. This marketing opportunity is for commercial use only. You shall not register as a Player or make deposits to any Player Account (directly or indirectly) through your Tracker(s) (or any Sub-affiliate´s tracker(s)) for your own personal use and/or the use of your relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the Affiliate Accruals payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.
3.8 Player Information. We reserve the right to refuse service to any potential Player and to close the Player Account of any Player, at any time, in our sole discretion. All data relating to the Players shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions.
3.9 Trademarks, IPR and Domain Names. You acknowledge that PMU, the entities within the Group and our licensors, own all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Site, Intangible Assets and Our Mark. Any use of any trade mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Mark, Services, Marketing Materials, Site or Intangible Assets (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, YOU MAY NOT REGISTER A DOMAIN NAME THAT INCLUDES OUR MARKS OR MARKS CONFUSINGLY SIMILAR TO OUR MARKS. You agree that all use by you of Our Mark, Services, Marketing Materials, Site or Intangible Assets including any use of a domain name that includes Our Mark, Services, Marketing Materials, Site or Intangible Assets or marks confusingly similar to our Marks, Services, Marketing Materials, Site or Intangible Assets inures to our sole benefit and that you will not obtain any rights in Our Mark, Services, Marketing Materials, Site or Intangible Assets as a result of such use. You shall not register or attempt to register any trade marks or names that contain, are confusingly similar to or are comprised of Our Mark, Services, Marketing Materials, Site or Intangible Assets. You hereby agree to transfer, free of charge for us and all fees bear by you, any domain names or trade mark application or registrations in respect of Our Mark, Services, Marketing Materials, Site or Intangible Assets or marks confusingly similar to Our Mark, Services, Marketing Materials, Site or Intangible Assets you may hold or control to us upon demand. You further agree not to attack or challenge our ownership of and title to Our Mark, Services, Marketing Materials, Site or Intangible Assets in any way.
3.10 Group employees. If you are a representative, manager, employee, consultant or agent of the Group, or any subsidiary or company associated to the Group, or provider, you are not entitled to participate to the Affiliates Network, or to use directly or indirectly any Website for any other need than the fulfilment of your duties as an employee of the Group. Identically, the “relatives” of Group employees are not allowed to participate to the Affiliates Network, directly or indirectly. “Relatives” includes, without limitation, at least the spouse, husband/wife, parents, siblings, children.
4. REPORTS & PAYMENTS
4.1 Reports. We will track and report Player activity for purposes of
calculating your Affiliate Accruals based on your chosen Payment Plan. The
form, content and frequency of the reports may vary from time to time in our
sole discretion. Generally, you will receive a monthly report with your payment
indicating the number of new Tracked Players that signed up that month per
Tracker and/or the total amount due to you after any deductions or set offs
that we are entitled to make under this Agreement. In addition, daily reports
may be available online for you to view new Tracked Players per Tracker. We hereby
exclude any and all liability for the accuracy or completeness of any such
4.3 Sub-affiliate Accruals. Subject to Section 3.6, you will receive, in accordance with the Payment Plan and Section 4.4 below, your commission on the Affiliate Accruals due and payable to your Sub-affiliate(s) for Real Money Players they refer to our Sites.
4.4 Minimum Payment and Time of Payment. All Affiliate Accruals generated through your chosen Payment Plan will be paid into your bank account as indicated by you on the Affiliate Sign-Up Form, within sixty (60) days of the close of each calendar month and in accordance with the thresholds indicated on the Commission page.
The Affiliate accepts the “auto-invoicing” and
empowers PMU to issue invoices for the Affiliate’s account, which means that
PMU will create your invoice for the Affiliate’s account, depending on the
Affiliate Accrual generated by you. This invoice is made available in the
Affiliate Area and you must send it to PmuAffiliation@pmu.fr. If applicable, VAT will be added to the mentioned sums.
4.6 Method of Payment. All payments to you will be due and payable in Euros or such other currency as we will determine, regardless of the currency any Players assigned to your Tracker may have played in. Payment will be made by wire or any other method as we in our sole discretion decide; however, we will use reasonable endeavours to accommodate your preferred payment method. Charges for wires or courier charges for cheques will be covered by you and deducted from your Affiliate Accruals. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your bank account. The wire will be made directly on you bank account. The Affiliate must hence indicate on the Affiliate Sign-Up Form, and update if necessary on the Website, all information regarding its bank account, and especially the name and agency, the SWIFT code of its bank agency and the full bank account particulars of its bank account.
4.7 Player Tracking. You understand and agree that potential Tracked
Players must link through using your Tracker ID or use your sign-up bonus code
in order for you to receive Affiliate Accruals. In no event are we liable for
your failure to use Trackers or for potential Tracked Player´s failure to
properly enter valid Sign-up Bonus Codes. Notwithstanding any other provision
herein, we may at any time and in our sole discretion alter our tracking system
and reporting format.
4.9 Money Laundering. You shall comply with all applicable laws and any policy
notified by us through our Site or otherwise in relation to money laundering
and/or the proceeds of crime.
5.1 Term and Termination. This Agreement will take effect when you indicate your acceptance of these terms and conditions on the Affiliate Sign-up Form and continue until terminated in accordance with the terms of this Agreement.
5.2 Termination By You. You may terminate this Agreement, with or without
cause, immediately upon written notice to us that you may send by email marked
"Termination PMU Affiliate" to PmuAffiliation@pmu.fr.
5.4 Suspension By Us. In any circumstance where we are entitled to
terminate this Agreement or terminate any specific Tracker, we may at our sole
discretion and without prejudice to our further rights and remedies, suspend
the Agreement or any specific Tracker. During the period of any suspension, we
may withhold the payment of any Affiliate Accruals that relate to any affected
Trackers. Payment of any withheld Affiliate Accruals will be made to you on the
lifting of the suspension.
5.7 As a material undertaking under the Agreement, you acknowledge and agree that the relationships within the framework of this Agreement are only for a limited period of time and may be terminated at any time. It is your sole liability to terminate the Agreement in the event your participation to the Affiliate Network is an important part of your turnover, revenue or business.
6.1 No Warranties. WITHOUT PREJUDICE TO THE RIGHTS OF NON-PROFESSIONALS, WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE NETWORK, OUR SERVICE, OUR WEBSITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITE, THE WEBSITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE. We shall in no event be liable of the legality of our Affiliate Network, affiliate programme, Website or Services in any country other than France. You are the sole and exclusive liable for your participation to our Affiliate Network, and must keep us and our Group harmless of any consequence and damages in relation thereto, if your website is located on a server elsewhere than in France, or if you are established in or register from another country than France.
6.2 Billing and Collection Limitations. We may, in our sole discretion, use any available means to block, restrict, remove or discount from your tracker certain Tracked Players, deposits or play patterns or reject the applications of potential Tracked Players and/or Affiliates so as to reduce the number of fraudulent transactions. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
6.3 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Site or Services other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event will we be liable for any indirect, special, incidental, consequential or punitive loss or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any opportunity cost, loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages exclusively resulting from our default, and shall not exceed the Affiliate Accruals generated and payable to you in relation to the Site over the previous 12 months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party´s liability for death or personal injury arising as a result of that party´s negligence or for fraud. The provisions of this paragraph are without prejudice to the rights of non-professionals.
6.4 Indemnification. You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of this Agreement.
6.5 Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of this Agreement.
7. INDEPENDENT INVESTIGATION
7.1 Independent Investigation. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE SITE OR SERVICES.
7.2 Independent Research. YOU UNDERSTAND THAT GAMBLING LAWS MAY VARY FROM CITY TO CITY, STATE TO STATE AND COUNTRY TO COUNTRY. YOU WARRANT THAT YOU HAVE INDEPENDENTLY AND WITH FULL COMPREHENSION AND KKNOWLEDGE EVALUATED THE LAWS THAT APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR AFFILIATE NETWORK WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.
8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Affiliate Sign-up Form (or as subsequently updated by you to us in the event of change), and to us; if unsatisfied with the response, then to claims. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.
8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
8.3 Non-Exclusive. You understand that we may at any time (directly or
indirectly), enter into marketing terms with other Affiliates on the same or
different terms as those provided to you in this Agreement and that such
Affiliates may be similar, and even competitive, to you. You understand that we
may re-direct traffic and users from any of the Sites to any other online site
that we deem appropriate in our sole discretion, without any additional
compensation to you.
8.5 Press. You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Affiliate Network without our prior written consent, except as required by law or by any legal or regulatory authority.
8.6 Assignment. Except where you have received our prior written consent,
you may not assign at law or in equity (including by way of a charge or
declaration of trust), sub-license or deal in any other manner with this
Agreement or any rights under this Agreement, or sub-contract any or all of
your obligations under this Agreement, or purport to do any of the same. Any
purported assignment in breach of this clause shall confer no rights on the
8.8 Severability. Whenever possible, each provision of this Agreement will 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 or any other provision hereof.
8.9 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter save in respect of modification to this Agreement provided by us to you in accordance with Section 1.3 above. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this clause, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.
8.10 Default Interest. Subject to Section 6.5, if we fail to pay you by the due date any amount payable by us under this Agreement, you shall be entitled but not obliged to charge us interest on the overdue amount, from the due date up to the date of actual payment, at the rate of three times the legal interest rate applicable in France (or any replacement rate that would be set out under Article L 441-6 of the Code de Commerce).
8.11 No Waiver By Us. If there is a breach of any provision of this Agreement, it shall be considered as a waiver of any subsequent breach of the same or any other provision.
8.12 By entering into this Agreement, you acknowledge and agree that information and personal data relating to you, your employees and/or clients, which you provide within the framework of the Agreement, can be used by us or our subcontractors, service providers, partners, regulation authorities or representatives within the framework of the provision or support of the Services. You confirm your obligations to inform your employees and clients, and all relevant persons, of this processing of personal data, and you represent and warrant that all such persons have agreed to this processing, in accordance with applicable legislation regarding personal data. You acknowledge and agree to the publication and display of your name and website address on our Website, and that we may send you promotional or information documents to the e-mail address of the Affiliate, as well as the use of information provided by you for marketing purposes.
PMU – Last modified: 19 July 2012.
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