SA Ts and Cs
The following is an agreement between Hollywood Sportsbook Gauteng Proprietary Limited (registration number 2008/012291/07) (“Hollywoodbets”, “us”, “our” or “we”) of 6 Tetford Circle, La Lucia, Durban, KwaZulu-Natal, and you (“you”), which contains the terms and conditions (“Agreement”) that apply to all participants in the Hollywoodbets affiliate programme (“Affiliate Programme”).
Admission to the Affiliate Programme is entirely within our discretion. It is important to us to protect our brand and as such we will carefully select entities with whom we wish to be associated. Accordingly, you agree that you will not engage in any conduct which may reflect badly on us or bring us into disrepute. Continued participation in the Affiliate Programme is therefore dependent on your strict compliance with all terms in this Agreement.
- Our General Rights and Obligations
1.1 Register your Customers
“Customers” means visitors to your website who join our customer database (by way of registering after arriving at the applicable Hollywoodbets Website via hypertext transfer links, which we will provide to you from time to time via https://partners.hollywoodbets.net/login.asp (“Affiliate Site”).
We will register your Customers and track their transactions on websites (“Hollywoodbets Websites”) which are owned, operated or branded by Hollywoodbets or any member of the Hollywoodbets group of companies (“Hollywoodbets Group”). We reserve the right to refuse your Customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish in respect of the use of the Hollywoodbets Websites.
By opening an account with us, Customers will become our customers and, accordingly, all of our rules, policies, and operating procedures will apply to them. In addition, all information relating to the Customers from the date of registration onwards is the sole and exclusive property of Hollywoodbets and will remain so even on termination of this Agreement. You acknowledge that you have no proprietary rights with respect to this Customer information, other than for the purposes of participating in the Affiliate Programme based on the terms and conditions of this Agreement.
1.2 Track Customers’ Play
We will track your Customers’ bets and plays on any of the Hollywoodbets Websites and make available to you a report summarising their activities, which you can access from the Affiliate Site. The report will not contain the identity or personal information of any of your Customers, it will only track their activity for the purposes of calculating our commission payments to you.
You are responsible for ensuring that all referred customers are properly tagged with your Affiliate Banner Tag. You will not receive credit for new Customers who are not properly tagged or who we are unable to otherwise properly associate with your Affiliate Banner Tag.
You agree that our statistics and calculations in relation to the tracking of Customer activity and the calculation of your Referral Commission shall be final.
1.3 Payment of a Referral Commission
Subject to clause 3 and clause 5, we will pay you a referral commission (“Referral Commission”) calculated in terms of the applicable Referral Commission Structure set out in more detail in clause 3 based on the Net Profit (defined in clause 3.1) we earn each month from Customers directed from your website after they open an account with us and wager for money on any of the Hollywoodbets Websites.
1.4 Your Application
To become a member of the Affiliate Programme you will need to accept the terms and conditions of this Agreement by ticking the box indicating your acceptance and completing and submitting an online application form on the Affiliate Site. The application form will form an integral part of this Agreement. We will in our sole discretion determine whether to accept your application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether your application has been successful.
We may in our sole discretion modify any of the terms and conditions contained in this Agreement or replace it at any time by posting a change notice or a new agreement on the Affiliate Site. Modifications may include, for example, changes in the calculation of the Referral Commission or Affiliate Programme rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Programme following our posting of a change notice or new agreement on the Affiliate Site will constitute binding acceptance of the modification or of the new agreement.
1.6 Data Protection by Hollywoodbets
We will comply with all applicable laws and regulations relating to the processing of personal information to the extent that such processing relates to our performance of our obligations under this Agreement. The phrases “processing” and “personal information” used in this agreement have the meanings ascribed under section 1 of the Protection of Personal Information Act, 2013 (“POPIA”). For further information on our privacy practices, please see our privacy notice which is accessible at this link: https://partners.hollywoodbets.net/terms_and_conditions.asp.
All information that we make available to you via the Affiliate Site, reports issued, and via any other forum contains aggregated information only. This means that aggregated information has been derived from your Customers’ personal information but is not considered personal information in law as this information will not directly or indirectly reveal their identity.
- Your General Rights and Obligations
2.1 Linking to the Hollywoodbets Websites
By agreeing to participate in the Affiliate Programme, you are agreeing to create and maintain unique hypertext transfer links from your website to the Hollywoodbets Websites in order to refer Customers to these websites. In return, you will earn commission on profits earned from these Customers by Hollywoodbets. You may only link to the Hollywoodbets Websites by using approved promotional material (for example, banners, html mailers, editorial columns, images and logos), which we will provide to you from time to time via the Affiliate Site (“Approved Promotional Material”).
In the event that new product offerings are added to the Hollywoodbets Websites, we reserve the right to determine whether these products should form part of this Agreement and be included in the calculation of Referral Commission. In addition, we reserve the right to exclude any betting products or contingencies from the calculation of Referral Commission at any stage during the term of this Agreement.
2.2 Spamming and electronic marketing
We will terminate this Agreement immediately without recourse for you if you engage in any form of spamming.
In addition, you will not send any marketing SMS, email or other communications relating to Hollywoodbets or this Affiliate Programme without our prior written consent. In order for us to properly consider whether our consent shall be granted, you shall provide us the information we deem necessary to assess the request.
Further to the above, you will ensure that any approved SMS and or e-mail marketing campaign targeted at Hollywoodbets traffic follows the rules and regulations of POPIA. Failure to comply with POPIA will result in your suspension from the Affiliate Programme and all outstanding payments will be considered waived.
If we incur any cost in connection with spam or unapproved electronic marketing sent by you or anyone on your behalf, these costs will be deducted from any Referral Commission due to you under this Agreement. Should our costs not be covered by the Referral Commission due to you, we have the right to offset future Referral Commission or pursue other alternative means for obtaining payment from you.
2.3 Unsuitable Customers
We reserve the right to refuse any potential new Customer, to lock or close a Customer’s account, or to take other action which we may deem necessary in order to preserve the integrity or safety of the Hollywoodbets Websites. In the event that we refuse, suspend or close any Customer’s account for any reason, then you will not be entitled to Referral Commission in respect of the affected Customer’s account as of the date of suspension or closure but, for the avoidance of doubt, any Referral Commission earned prior to such date will be paid to you in accordance with this Agreement.
2.4 Incentivised Traffic
By agreeing to participate in the Affiliate Programme, you are undertaking that you will not partake in incentivising a Customer to register on the Hollywoodbets Website by agreeing to pay them a portion of the Referral Commission as a reward for signing up and meeting the qualifying criteria. In the event that you earn Referral Commission on any such incentivised traffic, then you will not be entitled to Referral Commission in respect of the affected Customer’s account.
2.5 Prohibited Territories
By agreeing to participate in the Affiliate Programme, you are undertaking that you will not actively target potential customers in any jurisdiction other than South Africa. The targeting of potential customers includes any correspondence, use of banners, advertising and direct marketing to any traffic or customers where the domains or URLs emanate from a jurisdiction other than South Africa.
2.6 Fraudulent Activity
We reserve the right to review all activity in connection with your participation in the Affiliate Programme for possible fraudulent activity or any activity which we believe in our sole discretion to be in bad faith or violation of this Agreement.
2.7 Registering of Domain Names and Company Names
You agree to not register (or apply to register) any domain or company name similar to any domain or company name used by or registered in the name of any member of the Hollywoodbets Group, or any other name that could be understood to designate the Hollywoodbets Group.
2.8 Brand Bidding
You agree not to purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to any of the Hollywoodbets Group’s trade marks or other intellectual property or otherwise include the word “Hollywoodbets” or variations or any portions thereof, or include metatag keywords on your website which are identical or similar to any of the Hollywood Group’s trade marks or other intellectual property.
When we approve your application to join the Affiliate Programme, we grant you the non-exclusive, non-transferable, right to direct Customers to any of the Hollywoodbets Websites in accordance with the terms and conditions of this Agreement. This Agreement does not grant you any exclusive right or privilege, and we intend to contract with and obtain the assistance of others at any time to perform services of the same or similar nature as yours. You will have no claim to Referral Commission or other compensation on business secured by or through persons or entities other than you.
2.10 Approved Layouts
You may only use Approved Promotional Material and may not alter any Approved Promotional Material in any manner nor refer to us in any other promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by us and constitute the only authorised and permitted representation of the Hollywoodbets Websites. In particular you may not create your own direct link to the Hollywoodbets Websites.
2.11 Responsibility for Your Website
You will be solely responsible for the development, operation, and maintenance of your website and for all materials that appear on your website. For example, you will be solely responsible for ensuring that materials posted on your website are not defamatory or otherwise illegal. We have no liability for any content on your website or materials displayed on the website. Further, you hereby indemnify and hold us, our directors, employees and representatives harmless from and against any and all claims, liabilities, losses, damages and costs (including, without limitation, legal fees) arising directly or indirectly out of, or in any way connected with, the development, operation, maintenance, and contents of your website.
2.12 Direct Participation
The Affiliate Programme is intended for your direct participation. You are not allowed to open affiliate accounts on behalf of other participants. Opening an affiliate account for a third party, brokering an affiliate account or the transfer of an affiliate account is not allowed. Affiliates wishing to transfer an account to another beneficial account owner must request permission to do so by contacting us. We carefully consider each Affiliate to determine whether we wish to engage with them. Admission to the Affiliate Programme is solely at our discretion.
Other than as provided for in this Agreement, you may not make any affiliation between your website and any of the Hollywoodbets Websites.
2.14 Licence to use Marks
We hereby grant to you a revocable, non-exclusive, non-transferable licence, during the term of this Agreement, to use our trade name, trade marks, service marks, logos and any other designations, which we may from time to time approve (“Marks”) solely in connection with the display of the Approved Promotional Material on your website. This licence cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Marks is limited to and arises only out of this Agreement. Except for the rights expressly granted under this Agreement, no right, title or interest of any nature whatsoever is granted to you in respect of the Marks or any of our other intellectual property, whether by implication, estoppel, reliance or otherwise. In this regard, you agree that all use of the Marks will inure to our benefit. All rights with respect to the Marks or any of our other intellectual property rights, that are not specifically granted herein are reserved to us. You will not assert, or assist a third party to assert, the invalidity, unenforceability, or contest the ownership of the Marks in any action or proceeding of whatever kind or nature, and will not take any action, or omit to take any action, that may prejudice our rights in the Marks or any of our other intellectual property, render the same generic, or otherwise weaken their validity or diminish their associated goodwill and reputation. You agree to indemnify the Hollywoodbets Group from all claims and liabilities of any kind arising out of your use of the Marks. You must notify us immediately if you become aware of the misuse of the Marks or any of our other intellectual property by any third party.
2.15 Confidential Information
During the term of this Agreement, you may be entrusted with confidential information relating to the Hollywoodbets Group’s business, operations, or underlying technology and/or the Affiliate Programme (including, for example, Referral Commission earned by you under the Affiliate Programme). You must keep all confidential information confidential and you must not disclose such confidential information to third persons or outside parties unless you have our prior written consent. You may only use the confidential information for purposes necessary to further the purposes of this Agreement. Your obligations with respect to confidential information survive the termination of this Agreement.
Your obligations in relation to Confidential Information will apply regardless of whether your application to be an Affiliate is successful.
2.16 Data Protection
You must ensure compliance with all applicable laws and regulations relating to the processing of personal information performed by you, your personnel or third parties on your behalf, where such processing is performed as a result of your obligations under this Agreement. Such laws and regulations will include POPIA, even though it may not be in force at the time you are admitted to the Affiliate Programme. You are solely responsible for your website (clause 2.11), and any privacy notices displayed on your website. We recommend that you take steps to notify users of your website that: (i) your website contains links to affiliate or third-party websites, plug-ins and applications; (ii) clicking on those links or enabling those connections may allow third parties to process the user’s information; and (iii) the user is encouraged to read the privacy notice of such websites visited. You hereby indemnify and hold us, our directors, employees and representatives harmless from and against any and all claims, liabilities, losses, damages and costs (including, without limitation, legal fees) arising directly or indirectly out of, or in any way connected with, your failure to comply with this clause 2.16.
2.17 Consumer Protection
You acknowledge that your use of promotional and other advertising material may be used or provided for the benefit of consumers as defined in the Consumer Protection Act, 2008 (“CPA”). You agree to comply with all applicable obligations under the CPA to this extent. You hereby indemnify us against any losses arising from your failure to comply with this clause and your obligations under the CPA.
2.18 Compliance with laws
You must ensure compliance with all applicable laws including but not limited to the Prevention and Combating of Corrupt Activities Act, 2004 and any other relevant bribery and anti-corruption laws.
We will terminate this Agreement immediately without recourse to you if you breach any provisions of this clause 2.
- Referral Commission
3.1 The Referral Commission Structure
Subject to clause 5 and the exceptions as listed in this clause 3 read together with any other sections of this Agreement that apply to Referral Commission, you will earn the Default Referral Commission calculated as set out in clause 3.2. However, in certain cases, at our sole discretion, we reserve the right to enter into a Cost per Acquisition payment plan (“CPA Payment Plan”) or even a hybrid model made up of a combination of the Default Referral Commission Structure and CPA Payment Plan which will be communicated to you in writing if we elect to do so.
We reserve the right to change the Default Referral Commission Structure or CPA Payment Plan (including the amount of your commission percentage and method of calculation) at any time by providing you with at least 15 days written notice. Upon expiry of the 15-day notice period, the new Referral Commission Structure will automatically apply to all new and existing active Customers. If you do not agree to the change then you may terminate this Agreement by notifying us in writing in accordance with clause 4.1. For the avoidance of doubt, when an Affiliate is moved onto a new commission structure, Referral Commission will only be earned on Customers that are considered active at the date of change (refer to explanation on inactive customers below) as well as any new Customers that sign up thereafter.
Where any Customer’s account is inactive for a period of six (6) consecutive months, then such account shall be removed from the sales files and shall no longer qualify for Referral Commission.
In addition to Referral Commission, we may choose, at our sole discretion, to conduct special promotions which would entitle you to earn additional discretionary bonus commission based on performance over a specified period. In the event that we choose to conduct such promotions, we will issue additional terms and conditions covering such promotion. In the event you wish to participate in one of the special promotions, you understand and agree that such participation will be subject to the additional terms and conditions, as may be applicable.
For purposes of this Agreement, “Net Profit” is defined as, monies received by us each month in respect of all settled bets (excluding bets related to products that we reserve the right to exclude as set out in clause 2.1 and 3.5) made by Customers after deducting: (i) monies paid out to Customers as winnings; (ii) monies paid in the form of betting duties or taxes (or reasonable provisions in respect thereof); (iii) bad debts; (iv) fraud; (v) returned stakes; (vi) transactions which are reversed by instruction from the card-holder’s bank (commonly referred to as charge-backs); (vii) voids; (viii) bet/deposit bonuses; (ix) 3% administration fee for deposits received from Customers and (x) licence fees per product.
3.2 Default Referral Commission Structure
Upon registration, you will be placed on this Default Referral Commission Structure and subject to other sections of this Agreement relevant to Referral Commission, you will earn a Referral Commission based on the tier you fit into (using the below table) determined by the number of First Time Deposits (“FTDs”) in a month. For the purposes of clarity, you can move between the different tiers on a month-to-month basis based on the number of FTDs in each particular month. You will earn the applicable commission percentage based on the Net Profit (as defined in clause 3.1) we earn each month from Customers directed from your website after they open an account with us and wager for money on any of the Hollywoodbets Websites.
|FTD’s per month
|0 – 299
If the overall Net Profit (defined in clause 3.1) is negative in a particular month, this will result in a negative Referral Commission for that month which will be deducted from any positive Referral Commissions as and when available.
For example, if in month 1 our Net Profit in respect of the Customers is positive R10 000, in month 2 it is negative R5 000, in month 3 it is negative R1 000, and in month 4 it is positive R10 000, you will receive a Referral Commission of R2 000 in month 1, nothing in months 2 and 3 and R800 in month 4 (assuming a Referral Commission percentage of 20%):
|Commission at 20%
|R800 (i.e. R2 000 – R1 000 – R200)
We reserve the right to review the commission percentage tiers and number of FTD’s on a monthly basis.
3.3 CPA Payment Plan
As noted in clause 3.1, we may choose, at our sole discretion, to enter into a CPA Payment Plan or hybrid model made up of a combination of the Default Referral Commission Structure and CPA Payment Plan which will be communicated to you in writing if we elect to do so.
In the event that we choose to enter into either a CPA Payment Plan or hybrid approach, we will issue the related calculations and terms and conditions covering such payment plan and you understand and agree that your participation in such plan will be subject to the amended terms and conditions, as may be applicable.
3.4 Payment of Referral Commission
We will pay the Referral Commission earned by you for the previous calendar month by the 15th working day of each month, subject to exchange control limitations as set out further below where applicable. Unless otherwise agreed, Referral Commission will only become payable once it reaches an amount of R500. If a month’s Referral Commission is below R500, the Referral Commission will be carried over to subsequent months until Referral Commission reaches the minimum amount of R500.
Referral Commission must be invoiced and comply with the following requirements:
- The invoice description must include “Affiliate Advertising Commission”;
- For foreign affiliates, the amount on the invoice must be listed in the applicable foreign currency using the exchange rate as per the spot rate on the last day of the month that the commission is due (using the rate as appears on oanda.com for that date);
- The invoice must include the relevant affiliate’s banking details as well as Hollywoodbets company details which will be provided at the date of invoice.
- It should be noted that Referral Commission is exclusive of Value-Added Tax.
Foreign payments may take 4 – 7 business days to be processed due to exchange control requirements.
All invoices must be issued on a monthly basis provided it meets the minimum Referral Commission amount payable. If you wish to roll over the Referral Commission payable to you, you must advise us accordingly. Referral Commission over R10 000 will not be rolled over and must be invoiced.
We reserve the right to perform audits on your account, and any overpayments will be recouped from positive Referral Commission when available whilst any underpayments must be added to the next invoice.
All payments due to you are based on our own statistics, records and calculations. All decisions made by us regarding the tracking, calculation or payment of your Referral Commission or other payments shall be made by us in our sole discretion.
3.5 Payment exclusions
As noted in clause 3.1, the payment of Referral Commission is subject to a number of exclusions in other clauses that may limit, reduce or even prevent such payments. By way of example, the following situations may, inter alia, result in a payment exclusion:
- Incentivised traffic;
- Fraudulent activity;
- Brand bidding;
- Unsuitable Customers and websites;
- Unlawful electronic marketing or spamming; or
- Any other material breach of any terms of this Agreement.
- Term and Termination, Consequences and Unsuitable Sites
4.1 Term and Termination
The term of this Agreement will begin when you are approved as an affiliate under the Affiliate Programme, and will be continuous unless and until either party notifies the other in writing that it wishes to terminate this Agreement, in which case this Agreement will be terminated immediately on receipt of the notice by the other party. Termination is at will, with or without reason, by either party. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.
Upon termination you must remove all of our Approved Promotional Material, Marks and other intellectual property from your website and disable all hypertext transfer links from your website to all Hollywoodbets Websites. All rights and licences given to you in this Agreement will immediately terminate. You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of our Approved Promotional Material, Marks and other intellectual property.
4.3 Unsuitable Sites
We may terminate this Agreement if we determine (in our sole discretion) that your site is unsuitable. Unsuitable sites include, but are not limited to, those that: are aimed at children, display pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or violate intellectual property rights or breach any relevant advertising regulations or codes of practice.
4.4 Duplicate Accounts and Self Referrals
You must not open more than one affiliate account without our prior written consent nor will you earn commission on your own or related person’s Hollywoodbets account. The Affiliate Programme is intended for professional website publishers.
- Continued Promotion and Referral Commission Review
You will incorporate and prominently and continually display the most up-to-date hypertext transfer links provided by us on all pages of your website in a manner and location agreed by us and you must not alter the form, location or operation of the hypertext transfer links without our prior written consent.
You are eligible for Referral Commission based upon your continued promotion of the Hollywoodbets Websites.
If you are unable to refer a minimum of 5 new customers per month for a consecutive 3 month period (i.e. less than 5 new Customers join our customer database by way of registering after arriving at the applicable Hollywoodbets Website via hypertext transfer links on your website per month), we reserve the right to reduce your Referral Commission rate to a flat rate of 10% of Net Profit (or another rate as determined by us in our sole discretion) until you meet the minimum number of new customers, at which point we will discuss a revised Referral Commission Rate with you. Alternatively, if you do not revert to referring the minimum number of new customers, we reserve the right to close your account and terminate this Agreement.
- Relationship of Parties
You are an independent contractor and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will not make any statement, whether on your website or otherwise, that would contradict anything in this Agreement.
You must not make any claims or representations, or give any warranties, in connection with us and you have no authority to, and must not, bind us to any obligations.
You hereby, indemnify, and hold us, our directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs (including, without limitation, legal fees) directly or indirectly arising out of, or in any way connected with (a) any breach by you of any warranty, representation or term contained in this Agreement, (b) the performance of your duties and obligations under this Agreement, (c) your negligence, (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or (e) the unauthorised use of our Approved Promotional Material, Marks and other intellectual property, our hypertext transfer links and/or the Affiliate Programme.
We make no express or implied warranties or representations with respect to the Affiliate Programme, about ourselves or the Referral Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement), and do not express nor imply any warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of the Hollywoodbets Websites will be uninterrupted or error-free and we will not be liable for the consequences if there are any.
In the event of a discrepancy between the reports offered via the Affiliate Site and the Hollywoodbets database, the database will be deemed accurate. You are not entitled to view the database. Should you wish to do so, you may submit a request to us in writing and we may provide you with limited access to the database. Such access, if granted, will be restricted to de-identified or aggregated information only.
- Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Affiliate Programme, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Programme will not exceed the total Referral Commission paid or payable to you under this Agreement.
Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.
Our obligations under this Agreement do not constitute personal obligations of our directors, employees or shareholders.
- Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals from other third parties on terms that may differ from those contained in this Agreement or operate or contract with websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the Affiliate Programme and are not relying on any representation, guarantee, or statement other than as set out in this Agreement.
11.1 Governing Law
The laws of South Africa will govern this Agreement, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in South Africa and you irrevocably consent to the jurisdiction of its courts.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against you and us and our respective successors and assigns.
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. No modifications, additions, deletions or interlineations of this Agreement are permitted or will be recognised by us. None of our employees or agents has any authority to make or to agree to any alterations or modifications to this Agreement or its terms.
Our rights and remedies are not mutually exclusive, that is to say that the exercise of one or more of the provisions of this Agreement will not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, we may seek enforcement or compliance by specific performance, interdict, or other equitable remedy. Nothing contained in this Agreement will limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, its being the intention of this provision to make clear that our rights will be enforceable in equity as well as at law or otherwise.
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 provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.