EasyTV Affiliate Partner Agreement

EASYTV AFFILIATE PARTNER AGREEMENT

Last Updated: June 2024

PLEASE READ THIS AFFILIATE PARTNER AGREEMENT (“Agreement”) CAREFULLY BEFORE MARKETING AND PROMOTING THE SERVICES OFFERED BY EASYTV CORP (“SUPPLIER”). BY CHECKING THE “I ACCEPT” BOX, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ORGANIZATION, COMPANY, OR ENTITY FOR WHICH YOU ACT (“Partner” or “you”) AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND PARTNER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT, AND YOU WILL NOT HAVE ANY RIGHT TO MARKET AND PROMOTE THE SERVICES OFFERED BY SUPPLIER ACCORDING TO HEREIN TERMS. REGISTRATION BY “BOTS” OR OTHER AUTOMATED METHODS ARE NOT PERMITTED. SUPPLIER’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THIS AGREEMENT IS CONSIDERED AN OFFER BY SUPPLIER, ACCEPTANCE IS EXPRESSLY LIMITED TO THIS AGREEMENT.

Definitions

In this Agreement, the following capitalized terms shall have the respective meanings specified below (unless the context clearly states otherwise):

– “Affiliate” means any entity that, directly or indirectly, controls, is under common control with, or is controlled by a party. For this purpose, “control” means the power to direct or cause the direction of the management or policies of such entity, whether through beneficial ownership of voting securities, by contract or otherwise.

– “Partner” means an entity that represents, promotes, markets, and makes introductions of the EasyTV Services (as defined below) to potential unaffiliated third-party Customers either directly or indirectly (e.g., via introduced resellers), subject to the terms and conditions of this Agreement.

– “Customer” means an unaffiliated individual and/or entity that will use (for internal business purposes and not for resale) the Services subject to the herein terms.

– “Commission” means the percentage of the EasyTV Services sales revenue due to Partner, for sales generated as a result of Partner-induced Services Referral.

– “Intellectual Property Rights” shall mean all patents, designs, copyrights, trademarks, trade secrets, source codes, software, know-how, goodwill, and all other categories of industrial and intellectual property rights, whether registered or not, throughout the world.

– “Marketing Materials” means any promotional materials, product data sheets, advertising, and press releases that EasyTV may supply to the Partner from time to time.

– “Net Collected Subscription Revenue” means the subscription fees actually collected and received by EasyTV from a Referred Customer on an invoice for the Services, minus chargebacks (and associated fees), credits, and refunds provided to such Referred Customer. Any invoices short paid shall not be included in the calculation of Net Collected Subscription Revenue.

– “Referred Customer” means a potential customer (a) either registered by Partner on EasyTV’s Affiliate Portal or (b) identified on a Partner-induced Referral Form or (c) either registered or identified by a Partner introduced unaffiliated services reseller, and accepted by EasyTV, that engages in an applicable Services agreement with EasyTV.

– “Services” means the hosted Internet or intranet accessible television solution services, under the name EasyTV, that are made available by EasyTV as SaaS on a subscription term basis over a designated network login link, including all offline components via Partner induced Customer Referral Forms.


Article 1 – Grant

Subject to Partner’s compliance with the terms and conditions of this Agreement, EasyTV hereby grants to the Partner a non-transferable, non-exclusive, non-sublicensable right, to actively market and promote the EasyTV Services, directly or indirectly, to potential Customers. During the Term of this Agreement, the Partner will make Introductions to potential clients for purposes of promoting the Services to such potential Customers. Partner accepts to actively promote, solicit orders, market, and introduce the Services directly or indirectly to potential Customers.

The grant is subject to the following:

– The Services, as provided by EasyTV, shall be marketed and promoted by Partner to Customers.
– Prior to initial use of the Services, each Referred Customer will be required to enter into a Data Processing Agreement (DPA), accept and conform with EasyTV’s Terms and Conditions of the subscription Services, and as modified from time to time. Any Partner recommendations inconsistent with the intention of the parties as vendor and representative/consultant as expressed in this Agreement will be deemed not to have been offered by EasyTV as part of such Terms and Conditions. Any updates to such Terms and Conditions will be made in good faith.
– Partner may not object to any decisions made by EasyTV regarding the terms or conditions of a particular relationship entered into after an Introduction.
– EasyTV will have sole discretion to enter into or not enter into an arrangement with a Referred Customer.
– EasyTV will meet or conference and negotiate with a Referred Customer, after an Introduction with respect to a potential relationship, on Referred Customer suggested terms applicable to such potential relationship.
– Partner shall not make any representations to potential Customers with respect to the Services that are inconsistent with EasyTV’s Terms and Conditions, marketing material, and/or other literature provided by EasyTV.

Partner is not authorized to enter into contracts or agreements on behalf of EasyTV or to otherwise create obligations to third parties.

This Agreement is not exclusive to Partner, and EasyTV reserves the unrestricted right to sell, license, market, and distribute the Services or to grant to others pertinent rights thereof.


Article 2 – Partner Responsibilities

Partner will promote, market, and introduce the Services to potential Customers in accordance with this Agreement and earn Commission for Referred Customers as described herein.

In the event of breach of this Agreement by the Partner, EasyTV reserves the right to:

– Terminate henceforth Partner’s right to promote, market, and introduce the Services.

Unless sooner terminated under the provisions of the herein Agreement, EasyTV will host and maintain Partner’s portal – via which Services will be marketed, promoted, and introduced – for the term of this Agreement.

Registration

EasyTV will provide Partner with access to an affiliate portal and Partner must enable each potential customer to register through the affiliate portal, by providing to such potential customers an online link through which they can register for using the Services. Each potential customer will be required to provide any information requested by EasyTV, such as the first and last name of the contact, email address, company name, and registered subscriptions, in order to complete the registration process. EasyTV reserves the right to change the process described herein upon notice to Partner.


Article 3 – Restrictions

Partner shall not:

– Modify, alter, adapt, copy, translate, perform, and display or create derivative works based on the Software, EasyTV application, or the Services or proceed to any action that may be properly characterized as copyright infringement by the applicable law.
– Decompile, reverse engineer, disassemble, or otherwise attempt to obtain the source code for EasyTV application.
– Merge or bundle the Software – EasyTV application – with other software.
– Sell, license, lease, publish, display (publicly or otherwise), distribute or otherwise transfer or by any means make available – either directly or via another reseller – to a third party the Services.

**Article 4 – Partner’s Obligations, Representations, and Warranties**

Partner shall use its best efforts to actively promote and facilitate the Services and maintain a fully qualified organization in order to fulfill its responsibilities.

The Partner will not:

– Pledge the credit of EasyTV, enter into any compromise with Customers, or otherwise incur any obligation on EasyTV’s behalf except with EasyTV’s explicit written consent.
– Make any statement or give any warranty or guarantee in respect of the Services without EasyTV’s prior written consent.
– Provide false or misleading representations or warranties to Customers.

Partner’s representatives may be required from time to time to attend training sessions with EasyTV’s support team for every new release and upcoming features.

Partner may not appoint any resellers, agents, dealers, distributors, or other third parties to distribute the Services.

Partner will bear all costs and expenses incurred by it with respect to the performance of its obligations under this Agreement.

Partner represents, warrants, and covenants that Partner (i) possesses full power and authority to enter into this Agreement, (ii) has the proper skill, training, and background to perform the services in a competent and professional manner; (iii) will use due diligence in safeguarding the interests of EasyTV in accordance with this Agreement and any policies and procedures provided to Partner by EasyTV; (iv) will comply with all applicable laws, rules, regulations, orders of any governmental (including any regulatory or quasi-regulatory) agency, and will not violate or contravene the terms of any of EasyTV’s contracts and (v) there is no other agreement in force between either Partner or any Partner’s Affiliate and EasyTV, pursuant to which Partner is granted the right to act as an Authorized Reseller or a White Label Partner of EasyTV or in any other similar capacity in connection with EasyTV.


Article 5 – Commission

In consideration for the Partner Services under this Agreement, and subject to the terms and conditions, during the term of this Agreement EasyTV shall pay a Partner commission, calculated as 10% of the total monthly fee paid by the Customer, including any software subscription fees and contracted plugins.

The commission shall be considered complete consideration for all Referrals made during the Term.

Payment of the commission to Partner shall be made in accordance with the herein terms and conditions by wire transfer or other immediately available funds within thirty (30) days after the end of the calendar month in which EasyTV receives payment from the Re

ferred Customer. Subject to herein terms and conditions, Commissions will be initiated by EasyTV to Partner provided that the aggregate Commission amount exceeds $300.00 (Commission trigger amount). In no event may EasyTV perform more than one (1) Commission payout to Partner per each calendar month.

Partner shall be responsible for any and all income and other taxes applicable to it in connection with its receipt of Compensation pursuant hereto and as an independent contractor of EasyTV.

In the event of a chargeback (and associated fees), credits, and refunds provided to a Referred Customer, Partner acknowledges and agrees that EasyTV may deduct the applicable portion of amounts from Partner’s subsequent Commission payments. In the event no further Commission payments are due to Partner, then Partner shall promptly submit payment to EasyTV for any chargebacks (and associated fees), credits, and refunds upon EasyTV’s request. Notwithstanding anything herein to the contrary, Commission shall be “earned” only if (a) Partner complies with the process described herein, (b) EasyTV receives full payment from such Referred Customer for its Services; and (c) Partner is not in breach of this Agreement.

EasyTV will not be responsible for any expenses of Partner in the course of the performance of its obligations hereunder unless such expenses have been previously explicitly approved in writing by EasyTV.

Article 6 – Ownership of Intellectual Property

EasyTV and its licensors (if any) retain all Intellectual Property Rights to the Services and the Software, with all its components, including the source code, documentation, appearance, structure, organization, its preparatory design material, and all other elements to the Services. Partner acknowledges that EasyTV is the exclusive owner and owns all proprietary rights of the Software, the Services, the Portal (including URLs) and all intellectual property rights associated with, including software and copyrights, even if EasyTV incorporates into the Portal suggestions made by Partner. Nothing in this Agreement grants Partner any ownership right in EasyTV application or the Service. Partner may not transfer for value or use the Service for any commercial purpose other than that described in this Agreement, which is to say, for promotion, introduction, and marketing the EasyTV Services to Customers and their End Users as a hosted service via the Portal. EasyTV reserves all rights not expressly granted to Partner under this agreement.

Partner shall not use Services, the Documentation (user and technical), the Trade Marks, the marketing materials, or Software except as permitted under this Agreement.

Partner shall report promptly to EasyTV any third-party claim relating to the Intellectual Property Rights in the Services or any associated documentation, or in the Trade Marks that comes to the Partner’s attention, and cooperate with EasyTV in any enforcement or other protective action taken by EasyTV to protect or defend its Intellectual Property Rights of any such claim.

During the term of this Agreement, EasyTV hereby grants Partner a non-transferable, non-exclusive, limited license to use EasyTV’s (a) name, logos, and/or trademarks (collectively, the “Trademarks”) and (b) brochures, marketing materials, referral links, white papers, case studies, and/or other materials provided by EasyTV (collectively, the “Materials”) in accordance with this Agreement solely in relation to the performance of the referral services described herein. Partner’s use of such Trademarks and Materials shall be in accordance with EasyTV’s policies and procedures established from time to time. Partner shall not (i) attach any other trademark, logo, and/or trade designation to the Services unless expressly agreed in writing by EasyTV and/or (ii) do and/or cause to be done any act and/or anything contesting and/or in any way impairing and/or reducing EasyTV’s right, title, and interest in the Trademarks and/or Materials. EasyTV has the right to discontinue and/or alter the form, shape, and/or artwork of the Trademarks and/or content of the Materials.

Partner acknowledges that Partner’s use of the Trademarks and/or Materials shall not create any right, title, and interest, in or to the Trademarks and/or Materials and all such uses inure to the benefit of EasyTV. EasyTV reserves the right at any time to review Partner’s use of the Trademarks and/or Materials to determine if such use is in compliance with this Agreement.

In the event EasyTV desires to include Partner’s information on its referral partner website at any time during the term of this Agreement, Partner hereby grants to EasyTV a non-transferable, non-exclusive, limited license to use the logos and/or trademarks provided by Partner on such referral partner website.

Article 7 – Trademark

Partner acknowledges that EasyTV holds all rights, title, and interest to the trademarks, service marks, or trade names owned, used, or claimed, registered or not registered, now or in the future by EasyTV (“Trademarks”).

Partner shall be permitted to use such Trademarks as are explicitly designated by EasyTV from time to time in writing for all proper purposes in the promotion, introduction, and marketing of EasyTV Services and the performance of the Partner’s duties hereunder only for so long as this Agreement is in effect provided that:

– Partner’s use of any such Trademarks shall be in accordance with EasyTV’s written instructions and specific policies in effect, including, but not limited to, trademark usage and advertising policies.
– The Partner includes an acknowledgment of the proprietary rights of EasyTV and will not register any intellectual property rights relating to EasyTV application and the Services.

Article 8 – Personal Data & Customer Content

8.1 Certain features of the Services may permit Customers and Users to upload content to the Services, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“Customer Content”) and to publish Customer Content on the Services. Customers are solely responsible towards EasyTV for the legality, reliability, integrity, accuracy, and quality of the above Customer Content. EasyTV owns all of the relationships with Customers and Users of the Portal.

8.2 It is agreed that Partner shall have no access to Customers’ Accounts whatsoever. Partner shall make the best efforts to ensure the compliance of Customers and Users with applicable Data Protection Laws and Regulations. Partner acknowledges and agrees that EasyTV’s Services performance requires EasyTV to process, transmit and store personal data under the documented instructions of the Customer and as further specified in the Data Processing Addendum (“DPA”), which forms an integral part of all EasyTV Customer Services Agreements.

8.3 EasyTV may suspend or terminate the Agreement and/or Referred Customer Services Agreement and/or delinquent account Referred Customer/Users access to the Services, immediately upon receipt of any notice, which alleges that Partner or its employees or representatives and/or Customers (including Users) have used the Services for any purpose that violates any local, state, federal, or law of other nations, including but not limited to the posting of information that may violate third-party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, or privacy laws etc., or (b) in material non-conformity with the limitations, restrictions, and prohibitions of EasyTV’s standard Services Terms and Conditions under https://www.easytv.io/terms-of-service (and as modified from time to time).

8.4 EasyTV and Partner hereby also mutually acknowledge and agree that each Party processes Personal Data related to the counter Party, its employees, or representatives, i.e. identification and contact information, contractual data, and billing and payment information, to the extent necessary for billing and collection purposes, and as required by applicable law provisions (e.g. tax law). EasyTV and Partner shall process Personal Data as above for the term of the Agreement, unless processing after term is necessary for compliance with a legal obligation or for the establishment, exercise, or defense of legal claims.

Article 9 – Confidential Information

Partner understands that EasyTV has disclosed or may disclose information that is confidential or proprietary in nature, whether explicitly designated as such or not, relating to EasyTV’s business, which to the extent previously, presently or subsequently obtained by Partner is hereinafter referred to as “Confidential Information.” Confidential Information may include, but is not limited to, the following: (a) trade secrets, inventions (whether patentable or not), discoveries and improvements; (b) concepts, know-how, ideas, techniques, processes, methodologies, testing procedures, design and functional specifications, analysis and performance information, user documentation, internal documentation and the features, mode of operation and other details of products and services; (c) algorithms, formulas, specifications, modules, scripts, data, databases, software design and architecture, computer programs, source code, object code and other computer code; (d) technical or other representations, documentation, diagrams, schematics and flow charts; (e) names and expertise of directors, officers, employees and consultants; (f) names of customers, suppliers and strategic partners; and (g) technical, business, financial, marketing, customer, supplier and product development plans, schedules, forecasts, strategies and materials.

The Partner agrees: (a) to hold Confidential Information in strict confidence and to take all reasonable precautions to protect the Confidential Information (including, without limitation, all precautions it employs with respect to its most confidential materials); (b) not to divulge any Confidential Information or any information derived therefrom to any third party, including, but not limited to, any affiliated entity (even if owned or controlled by the Partner); (c) to only use Confidential Information in its performance of the obligations under this Agreement; (d) not to alter or delete any proprietary legends or markings on any Confidential Information; (e) not to copy any Confidential Information without first obtaining EasyTV’s written consent; and (f) not to decompile, disassemble, reverse engineer or otherwise attempt to derive the composition or underlying information, structure or ideas of any Confidential Information that may be provided

in object code form. The Partner agrees not to circulate Confidential Information within its organization except to those employees or agents of the Partner who have a legitimate “need to know” such Confidential Information and who are obligated by appropriate written agreements to keep such Confidential Information confidential in a manner no less restrictive than set forth in this Agreement. The Partner acknowledges and agrees that it is responsible and liable for such person’s compliance with such confidentiality obligations.

The Partner understands and agrees that all Confidential Information shall remain the sole property of EasyTV including, without limitation, all Intellectual Property and proprietary Rights (defined above) therein and thereto, and the Partner hereby assigns to EasyTV any ownership rights the Partner may acquire in the Confidential Information.

Article 9A – Export Controls

Partner acknowledges that the Services may be subject to U.S. and international export control laws and regulations. Partner agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control. Partner agrees not to—directly or indirectly—export, reexport, transfer, or divert the Services to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Additionally, Partner warrants that it is (1) not located in Cuba, Iran, North Korea or Syria or the Crimea Region or DNR and LNR regions of Ukraine, and (2) not a denied party as specified in the regulations listed above. This export control clause shall survive termination or cancellation of this Agreement.

Article 10 – Warranty Disclaimer

EasyTV makes no representations or warranties or conditions of any kind concerning the Service, the products or their use, accuracy, function and shall not be liable in any manner for any representation or warranty or condition of any kind. Specifically, EasyTV and third parties disclaim all warranties, express, implied, or statutory, regarding the services, the software, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No representation or other affirmation of fact regarding the EasyTV application, the Portal and the Services shall be deemed a warranty or guarantee for any purpose or give rise to any EasyTV’s liability of third parties whatsoever. Partner acknowledges that it relied on no warranties or statements other than as may be set forth herein.

Partner shall be solely responsible for any warranties for the Services given by Partner.

Article 11 – Limitation of Liability

Except as provided in the indemnity section herein below, EasyTV shall not be liable to Partner or any third party for any incidental, indirect, exemplary, special or consequential damages, under any circumstances, including, but not limited to, lost profits, revenue or savings, loss of goodwill, or the loss of use of any data, even if EasyTV had been advised of, knew, or should have known, of the possibility thereof.

Under no circumstances shall EasyTV’s aggregate cumulative liability hereunder, whether in contract, tort, or otherwise, exceed the total amount of commission actually paid to Partner under this Agreement in the twelve (12) month period preceding the event or circumstance giving rise to claim. Partner acknowledges that the commission paid reflects the allocation of risk set forth in this agreement and that EasyTV would not enter into this agreement without these limitations on its liability.

Article 12 – Indemnification

Partner will indemnify, defend, and hold harmless EasyTV, its officers, associates, employees, contractors, and agents from and against any and all claims, damages, liabilities, losses, costs, demands, and expenses (including reasonable attorneys’ fees and costs of litigation) (collectively “Claim(s)”) arising out of or relating to (a) any negligent act and/or omission of Partner relating to Partner activities in connection with this Agreement; (b) any misrepresentation by Partner related to EasyTV, its Services and/or its other products and/or services(s); (c) Partner’s breach of this Agreement; (d) Partner’s gross negligence and/or willful acts and/or omissions; (e) any failure to comply with any applicable law, rule, regulation, order of any governmental (including any regulatory or quasi-regulatory) agency or contract. Partner will be solely liable for any claims, warranties, and/or representations made by Partner that differ from the warranties expressly provided by EasyTV. Partner will have the sole right to conduct the defense of any claim and/or action, and/or the negotiation of any settlement, in respect of a Claim; however, EasyTV may reasonably participate in such defense at its sole expense.

Article 13 – Term and Termination

13.1 Term. The term of this Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with this Agreement (the “Term”).

13.2 Termination for Cause. Either party shall have the right at any time, by giving notice, to terminate this Agreement without liability to the other on the occurrence of any of the following events: (a) if the other party commits a breach of any of the terms and conditions of this Agreement and such breach has not been rectified within thirty (30) days after receipt of notice to rectify served on the defaulting party by the other party; (b) if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, is liquidated, voluntarily or otherwise, or suffers any similar action in consequence of debt; or (c) if the other party engages in illegal activities.

13.3 Termination for Convenience. Either party may terminate this Agreement any time without cause upon 90 days’ prior written notice.

13.4 Effect of Termination. Upon expiration or termination of this Agreement:
– The appointment and license grant under article 1 provided to Partner will terminate.
– Partner shall immediately cease all activities related in any way to this Agreement, including, but not limited to, the marketing, representing, and promoting of the Services.
– Partner will cease to make any reference to EasyTV or the Services and will cease using the Trade Marks (including but not limited in its promotional materials) and will cease holding itself out as an affiliate partner of EasyTV or of the Services.
– Partner will promptly return to EasyTV or delete or destroy, at EasyTV’s option, all of EasyTV Confidential Information, marketing material, user manuals, source codes, Software demo version, technical documentation, etc. that is has received pursuant to this Agreement.
– Partner will immediately remove from its website all content that refers to EasyTV or the Services.
– Each Party will certify to the other in writing within 30 days of such termination or expiration that such Party (as receiving Party) has returned or permanently destroyed or deleted all Confidential Information of the other Party regardless of form or medium.
– All Customers and referred partners shall remain with EasyTV.

13.5 Upon termination or expiration of the Agreement, the Partner shall have no further right to promote and introduce EasyTV’s products and Services and shall immediately discontinue such action and destroy all originals and copies, including all compilations, source codes provided, translations, documentation, and partial copies/files. The Partner shall certify in writing within ten (10) days following the termination or expiration that it has complied with this paragraph.

Rights upon termination

Termination is not an exclusive remedy and is in addition to other rights or remedies that may be available.

13.6 The Partner agrees that, in the event of any termination or expiration of the Agreement, it shall have no rights to damages or indemnification of any nature, specifically including commercial severance pay, whether by way of loss or future profits, expenditures for promotion of any product, or other commitments in connection with the business and good will of the Partner. However, neither termination nor expiration will extinguish any liability of either party arising before termination or expiration of this Agreement, including without limitation for payment due. The Partner expressly waives any right or claim it may have under the laws of any jurisdiction to receive any compensation or reparations upon termination or expiration of this agreement by operation of law or otherwise for such termination or expiration.

13.7 Any termination of this Agreement (however it happens) will not affect any accrued rights or liabilities of either party, nor will it affect the coming into force or the continuance in force of any provision of this Agreement, which is expressly, or by implication, intended to come into or to continue in force on or after termination.

13.8 Survival. Any provision of this Agreement which by its nature is intended to survive termination or expiration of this Agreement will continue after termination or expiration of this Agreement, including (but for greater certainty in no way limited to) any provisions related to proprietary rights, confidentiality, termination, indemnification, limitation of liability, governing law, and waiver.

Article 14 – Notices

Any notice, request, instruction or other document to be given under this Agreement to any party hereunder shall be in the English language, in writing, and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified on the Partner’s account or, to Supplier at [EasyTV Corp Address] (or such other address as may be properly specified by written notice hereunder). Email notice will be permitted by Supplier if sent to the Partner’s account email address.

Article 15 – Relationship of the Parties

The parties will at all times perform their respective obligations pursuant to this agreement as independent contractors. This agreement does not create any agency, partnership, joint venture, employment, or franchise relationship. Furthermore, no labor relationship between EasyTV and the Partner’s employees is created hereby, the Partner shall indemnify and hold EasyTV harmless against any claim or judicial action whatsoever from any Partner employee. Neither party has the right or authority to, and shall not, assume or create any

obligation of any nature whatsoever on behalf of the other party or bind the other party in respect whatsoever.

Article 16 – Entire Agreement

It is hereby declared that this Agreement constitutes the entire Agreement and contains the entire understanding between the parties hereto and with respect to the matters referenced to herein. No terms other than those expressly set out herein are deemed to be implied herein. No amendment or modification of this Agreement shall be valid and binding unless made and confirmed in writing or otherwise signed by the parties hereto.

Article 17 – Severability

In the event of any one or more provisions of this Agreement becoming invalid or unenforceable it shall not affect any of the other provisions hereof becoming invalid and unenforceable, and such other provisions shall be deemed to remain in full force and effect.

Article 18 – Waiver

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this agreement.

Article 19 – Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The Annexes to this agreement constitute an integral part hereof.

Article 20 – Authentic Text

The English language text of this Agreement shall be the only authentic text.

Article 21 – Force Majeure

Neither party is liable for any failure or delay in performance due to any cause beyond its control and has no obligation arising out of the abnormal use of any items, site conditions nonconforming to specifications, or any cause external to any item, including but not limited to accident, acts of God, fire or water damage, criminal conduct, neglect, acts of war, riots, strikes, lightning, electrical disturbances or other similar causes. Such events, occurrences or causes do not include inability to meet financial obligations. The time of performance hereunder is extended by a period of time lost because of such delay.

Article 22 – Assignment

The Partner may assign or transfer this Agreement in whole or part only with the prior written consent of EasyTV which consent shall not be unreasonably withheld or delayed. Upon written notification, EasyTV may assign or transfer this Agreement in whole or part and all or part of the payments to the extent that EasyTV’s obligations to the Partner are not affected.

Article 23 – Governing Law, Jurisdiction

Any dispute arising hereunder shall be exclusively construed in accordance with the laws of the State of Delaware without regard to principles of conflict of laws. For the purpose of this agreement, Partner consents to the personal jurisdiction and venue of the courts located in the State of Delaware. If any provision of this Agreement is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected.

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