Terms and Conditions
Effective Date: 10/2020
To participate in the Adromeda Marketing Advertising, you must agree to the following:
This Partner Agreement (the “Agreement”) contains the complete terms and conditions between Adromeda, and You, regarding your application to participate as a partner of Adromeda (“Partner”), and the establishment of links from your website to our websites, www.adromeda.com and its sub domains and services.
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE ADROMEDA MARKETING ADVERTISING, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
This Agreement is made by and between Saltire Connect Limited (“Saltire”) and any person or entity executing the registration form (the “Registration Form“) set forth in the registration page located at link to https://adromeda.com/signup-choose.html (the “Partner” or “You “).
By participating in Adromeda’s Marketing Advertising, you hereby accept the terms and conditions of this Agreement as may be amended from time to time. If You do not agree to such terms and conditions and/or any amendment thereto, please do not participate in, use, or access to Adromeda’s Marketing Advertising. Please note that Adromeda reserves the right, at its sole discretion, to revise, modify, change or remove portions of this Agreement at any time. Please check periodically the terms and conditions of this Agreement on Adromeda’s internet website to review any changes to its terms. Your participation in Adromeda’s Marketing Advertising, after Adromeda has published on its websites any revised and/or amended form of this Agreement, shall constitute your consent to the revised and/or amended Agreement.
ADROMEDA reserves the right, under its sole and absolute discretion, to reject the registration of any entity or person to ADROMEDA’s Marketing Advertising, including in the event that such entity is a person under the age of 18 or are defined as minors that have not yet reached legal age.
2. Access to your account
2.1 You guarantee that you will solely obtain access to your account and provide all sufficient measures to limit and prevent the access of the third parties. You give your consent to be solely responsible for all the actions made while using services of our website whether by you or the third party who obtained access to your account, even if such actions were not authorized or made by mistake. You bare all responsibility connected with usage of our website and services whether it was used by you or other person who used your password and email. If it happens so that you have lost or forgot your password you have an option to reestablish it by using the “Forgot your password” link which is available on the web page when you login.
3. Representations and Warranties
3.1. The Partner hereby represents, warrants, covenants and agrees to Adromeda as follows:
3.1.1. The Partner has full right, power and authority to enter into this Agreement and there is no impediment which would inhibit its ability to perform the terms and conditions imposed on it by this Agreement;
3.1.2. To the extent that the Partner is a corporation, that it is a corporation duly organized and validly existing and in good standing and is duly qualified and authorized to do business wherever the nature of its activities or properties requires such qualification or authorization;
3.1.3. No registration with or approval of any government agency or commission is necessary for the execution, delivery or performance by the Partner of any of the terms of this Agreement, or for the validity and enforceability hereof or with respect to the obligations of the Partner hereunder, except such registrations and approvals that have been made or obtained;
3.1.4. There is no action or proceedings pending against the Partner or any of its officers or directors in their capacities as officers and directors of the Partner before any court, administrative agency or other tribunal which might have a material adverse effect on its or Adromeda’s business or condition, financial or otherwise, or its operation. No director, officer, key employee or member of the Partner’s senior management has a criminal record or criminal prosecution and/or investigation pending;
3.1.5. Neither the execution nor the delivery of this Agreement nor the fulfillment of or compliance with the terms and provisions hereof by the Partner shall contravene any provision of law including, without limitation, any statute, rule regulation, judgment, decree, order, franchise or permit applicable to the Partner;
3.1.6. The Partner’s fulfillment of its responsibilities under this Agreement shall be in strict compliance with the terms and conditions set forth herein;
3.1.7. It shall comply with any applicable data protection and privacy requirements and any analogous legislation in any and all jurisdictions applicable to the Customers/Leads. The Partner shall also provide to Adromeda upon demand, all information and documentation required by any Organization for Economic Co-operation and Development or an equivalent anti-money laundering authority directives in relation to the Partner, and if applicable, its directors, officers, key employees, senior management and beneficial owners;
3.1.8. It is, and it shall remain during the term of this Agreement, in full compliance with the laws and regulations applicable within each territory in which it has marketing activity. The Partner agrees to cease its marketing activities and/or cease the operation of the same in any territory requested by Adromeda upon the occurrence of any illegality or suspicion of illegality; and
3.1.9. It shall: (i) market and promote solely to Customers/Leads of legal age of majority, (ii) require sufficient proof of Leads/Customers’ identities where and when appropriate, and (iii) ensure that its promotions and related materials are in no way offensive, indecent, objectionable or obscene.
3.2. Adromeda hereby represents and warrants to the Partner as follows:
3.2.1. It is duly organized and validly existing under the laws of the state of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
3.2.2. It is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder;
3.2.3. This Agreement is a legal and valid obligation binding upon it and is enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Adromeda does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over it; and
4. Commission Fee Accrual and Payments
4.1 In exchange for Partner’s promotion of Adromeda and for Partner’s compliance with and performance of the terms and conditions of this Agreement, Adromeda shall pay the Partner a commission (the “Commission”). Commission will be paid on Net30 basis, provided that your account is currently greater than $1000 (each being "Minimum Balance"). Weekly payments are available to you if your commission is greater than $1500 per week on a permanent basis subject to agreement with your Account manager. If you have not reached the Minimum Balance of $1500 at least once, your payment plan will be downgraded and you will be paid on Net30 basis instead of a weekly one. In order to switch to weekly-basis payments again you should reach the given limit 2 (two) weeks in a row. Such consequence will upgrade you to weekly payments again. For payments exceeding $3000, liability for all bank transaction fees will be shared equally by you and us.
4.2 You select the payment method at your sole risk. Adromeda is not responsible for any losses via third parties once payments have been transferred to them.
4.3 Sums of personal payments may vary and should not be disclosed to anyone. In case any fee will be publicly disclosed, such disclosure will be considered as violation of this Agreement.
4.4 In case of multiple accounts creation You should get Account manager's approval beforehand. In other case any Partner will receive no fees.
4.5 Commission will be paid via our acceptable payment options as listed on your profile page and are subject to change.
4.6 The amount of minimum fee that will be transferred is $1000. Certain methods of payments may have bigger minimum limits. In case your account in a month did not achieve minimum limit for a fee to be paid, the accumulated amount will be carried over to the next month until the minimum amount is achieved.
4.7 The fees are paid in USD, EUR, GBP, depending on which currency you chose when creating your account. All payments in another currency to that which you have chosen to be paid in, such currency will be converted into your account`s currency in accordance with our exchange rate policies and procedures based upon http://www.xe.com/currencytables/ rate of currency by the date of Qualified Action.
4.8 In case a chargeback takes place, it will be withdrawn from the account of the Partner.
4.9 Possible fraudulent activity is observed and checked on such web-related actions and processes as: clicks and click-throughs, impressions, registrations, payouts, traffic, leads, etc. (further referred as Actions). If we obtain information that your account is used in a fraudfully manner, we will take all reasonable steps to instantly close it. This will be done without notification to you and followed by investigation. In case your Actions were obtained by fraud all the fees that were not paid to you will be debited. The fraud is defined by our sole discretion. Presumption of guilt is applicable in this case, this means that you have to convince us that you are not involved in fraud. The commissions that were not paid to you will be frozen till the moment when you provide us with proof of your non-involvement in fraudulent activity. Your proofs have to be provided in seven (7) working days after the moment your commissions were frozen. The proof has to be accepted by us as satisfactory. In case you fail to provide us with such proof in specified terms we may close your account and withdraw the payments. In case we consider that commissions that have been already issued to you were obtained in a fraudulent way, we will take all reasonable measures to reimburse paid commissions and all loses connected with the transaction, including but without restrictions to reasonable attorney fees and costs.
4.10 Partner will receive no commissions for the leads and/or traffic that is an outcome of wrong targeting and/or that were distributed to the wrong types of devices.
4.11 If a Partner provides imprecise data to us and this results in expenses, such Partner will be solely responsible for such expenses.
4.12 Subject to the Adromeda’s acceptance, Partner may refer third parties that were not already registered as Adromeda Partners (each, a “Referred Partner”) by using a dedicated link or code provided by Adromeda for this purpose. You will be paid 5% of the income gained by the new Partner that was directed to us from your side, regardless of whether it was an individual or a company, for the first six months on that particular account or until it is closed, whichever comes earlier. Adromeda will solely define which income is entitled for the share. The income can be changed on the basis of such factors, including but not limited to: amounts that were not collected, charged back, canceled or set off by clients, funds of expected adjustments and correction of inconsistencies among tracking systems. Only those new Partners who were admitted to our agency and that were directed from your side will bring you income. In case your account remains inactive (without login action) for the period more than 90 days all fees created by income of Partners directed from your side will be lost. We may terminate our agreement with any Partner, at our own judgment and anytime and all your income created from Partners directed from your side will be terminated at the same moment. Such program of gained income from directed Partners may at any time, without any notice and responsibility (even concerning obligation to pay income shares that did not finalize their term) from our side be terminated, such termination has no influence on any other obligation contained in the Terms.
5.1 Adromeda and Saltire Connect Limited retains all right, ownership, and interest in the promotional materials, and in any copyright, trademark, or other intellectual property in the promotional materials. Nothing in this Agreement shall be construed to grant Partner any rights, ownership or interest in the promotional materials, or in the underlying intellectual property. Company’s copyrighted and original materials shall be provided to the Partner for his/her use only and a single-user license. Partner shall not be authorized to share, copy, distribute, or otherwise disseminate any materials received from Company electronically or otherwise without the prior written consent of the Adromeda. All intellectual property, including Adromeda’s copyrighted course materials, shall remain the sole property of the Adromeda. No license to sell or distribute Adromeda’s materials is granted or implied.
5.2 We grant you non-transferable, non-exclusive and revocable license, in accordance with the provisions of this Terms and our programs, policies, plans and procedures, with the purpose of showing marketing instruments and advertisements via your website. Any changing, alternation, adding, modification related to advertisement instruments provided by us is prohibited. Any type of offline promotion (advertising banners, flyers etc.) is prohibited, as well as any use of email campaigns or other tools which have similarity with email promotion.
5.3 Any damages for us or our partners connected with improper use (including, but not limited to unsettled distribution) of the licensed materials and/or data in which they are contained, is not possible to compensate in full by material means because of their proprietary nature. Adromeda and/or our partners, reserve the rights to use any legal means (including but without restriction to, equitable and injunctive relief) to sue you or any of your end-users, member or customer in case of the violation of this provision.
5.4 You agree that any supplier of any portion of the licensed materials may enforce its rights against you, even though that supplier is not a party to the Agreement.
5.5 Any available promotion materials can be used (in accordance with purposes) by any Partner who have properly authorized himself/herself. You are not authorized to permit third parties to publish, sublicense, disclose, decompile, disassemble, share, lease, transfer sell, rent and/or in any other way reproduce or create access to any data or material provided to you by the Adromeda or contained on the website, and that as consequence may violate any intellectual property, proprietary rights or copyright.
5.6 You agree not to use any of the deceptive tactics (including, but not limited to blind leading, hacking link code or page alternation, blocking of content, chain letters or spam through immediate messaging, forums, email, comments). You can always contact your Account manager in case you are not confident weather your advertisement methods/tactics are in accordance with our Terms or not.
5.7 If you do not obtain an authorization in a form of signed written agreement with our agent you are not allowed to use sub-affiliation.
5.8 Any new Partner accounts that was directed to us from your side may be closed or altered in any other way if they did not gain any new leads or hits during the term of 90 days, or in accordance with any other sufficient reason.
5.9 Any profile that was inactive for the term more than six (6) month in a row may be closed. All gained profit will be expropriated at the moment of the termination because of inactivity.
5.10 Partner undertakes under this Agreement:
a) to refuse from using, obtaining and/or purchasing tags and/or keywords, on any search system, that contain or in other way relate to our company and/or website name;
b) to refuse from obtaining in any method and/or using domain name and/or URL’s that may have similarities with our URL’s, trade or service marks, including but without restriction to “Saltire”;
c) not to disclose or use any information related to us, with or on any sources and items that contain or by their nature are aiming to injure and/or hurt the end-users and/or their property (for example claims connected with violation of product liability, any warranty related to product or that has outrageous, defamatory, obscene character or in other way illegal or abusive);
d) to take no action in relation to our brands that may explicitly or implicitly disparage, humiliate or in any other way display us and/or our partners in a negative and/or deceptive side;
e) not to make or establish a website that is confusingly similar to our websites or website operated by our partners and copies external site attributes (color palette, graphic design, visual effects, animations);
f) refrain from any violation of intellectual property rights, including without restriction to any rights connected with trademarks, trade secrets, know-how, patents, copyright, utility models and any other infringement of personal rights of natural person or rights of legal entity;
g) not to apply for registration of any user name, name of the account, domain name, trademark, service mark or other types of designation that are connected with us or our brands whether the brand name by itself or its possible combination with additional symbols, words, possible grammatical errors (together referred as Forbidden Designation), and provide us with notification and cooperation in case of such unreasonable use of our brand name or brand name of our partners by third parties. For the purpose of obtaining information regarding our trademarks and brand name please contact your Account manager.
5.11 You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM"). Any email communication sent will be coordinated in writing with Adromeda including dates and amounts of emails to be sent. Adromeda, in its sole discretion, reserves the right to reject each and every electronic mailing suggestion. Additionally, you may only send e-mails containing an Adromeda Partner link and or a message regarding Adromeda or Adromeda's Marketing Advertising to person(s) who have been previously contacted and whom consented to receipt of e-mails from containing Adromeda information or information about the Adromeda Marketing Advertising. Failure by Partner to abide by this section, CAN-SPAM Act of 2003 or our Anti-Spam Policy, in any manner, will be deemed a material breach of this Agreement by you and foreclose any and all rights you may have to any commissions. In addition, if your account has excessive clicks in a very short period of time as determined by Adromeda in its sole discretion, the Partner relationship may be terminated.
5.12 You give your consent that you will correspond to any applicable ethic code, guidelines, commercial practices established in the sphere of consumer protection.
5.13 In strict abidance and at all times and occasions the parties to this Agreement will follow:
• all applicable laws, regulations and other legislative acts;
• all other applicable acts, guidelines, rules issued by government authorities, credit card companies etc.
5.14 You guarantee that websites you use for the advertisement do not contain, refer or in any other way connect any content and/or information that displays or involves:
a) any kind of pornography;
b) any other content connected with erotic, sexually explicit, adult photographs, videos, images or other types of information that can be visually or audibly disclosed;
c) any other data which is harassing, defamatory, harmful, threatening, obscene, promotes violence, promotes discrimination (whether based on nationality, sex, ethnicity, religion, race, disability or age), advertises illegal activities (such as gambling, drug consumption, unlicensed gun trade, etc.), contains profanity or otherwise contains materials that we define as unallowable and/or harmful;
5.15 Also Partner is obliged not to target minors (persons under the age of eighteen (18) years old, or other age according to the law of the country) of residence of that person.
6.1 By becoming a party to this Terms both us and you establish reciprocal declaration of confidentiality that is related to the provisions of the Terms. Such provisions will be characterized as commercial secret and will oblige parties to take responsibility for any violation of any provision of the declaration. Including but without restriction such violations will be any kind of effort to use the same rotative methods as we do and/or to replicate same products and sponsor selection:
6.2 All confidential data received from other party will not be disclosed to anyone and will be kept secret. The information regarding the possessions and/or any business and commercial activities, as well as information regarding amounts of individual fees, obtained from the other party as a consequence of negotiations and/or exercise of the Terms shall not be disclosed to any other person. To reserve no doubts all communication between you and (name of the company) including but not limited to communication with our staff, representatives, agents and partners is also recognized as confidential information.
6.3 Any information shall not be considered as confidential if:
a) such information is publicly known at the moment of disclosure;
b) such information becomes publicly known upon the moment of disclosure but if such disclosure does not violate the provisions of the Confidentiality clause;
c) such information is disclosed by the third party without violation of the Terms or other obligations related to confidentiality of such information;
d) such information is solely created by disclosing party and has been proven by evidence that it was not obtained from any sources or parties that established confidential agreement with non-disclosing party.
6.4 Confidential information obtained from the other party to the Terms can be revealed to: advisers, officers, employees, agents, representatives, parent and subsidiary companies if such disclosure is deemed necessary to perform duties under this Terms or use professional skills. Such disclosure should be done before the party familiarizes persons, to whom such information will be disclosed, with duties of confidentiality related to the Terms and will always control the performance of these duties by them.
6.5 Confidential information may also be disclosed in case such disclosure is requested by law, any act of the competent official authority or court order including but without restriction to law enforcement procedures.
7. Data Availability and Accuracy
7.1 Our website keeps data that we collected. Adromeda reserves no warranty in relation to the correctness of the kept data and content provided on our website but we make all reasonable efforts and do our best to provide you with correct information. At anytime we may remove or withdraw any part of data and/or content kept on our site. “As is” and “As available” are the principles applicable to the provision of any services, software and content to you within our and/or our partners websites, with no warranties. Moreover, we deny any warranty whether explicit or implicit, established by law, including but without limitation to warranties of suitability for a specific purpose, merchantability, non-violation and title.
7.2 Including, but not limited to common character of the aforementioned, Adromeda provides no warranties, as to the following:
a) Site accessibility at any particular moment;
b) Relevance and accuracy of content displayed on our website;
c) Transfer process of the information related to our website;
d) The way our website functions;
e) Absence of viruses;
f) Accordance of services, software and content with (name of the country) laws and/or any international treaties applicable;
g) Compliance with the specific standards of quality and performance for the content, software or services disclosed and provided on our website;
7.3 You are responsible for the correct spelling of your trackers. We cannot be held liable for any trackers with an incorrect Partner identification number. Once a tracker is entered, it cannot be reassigned to another Partner number. We will have no obligation to pay you a commission if you fail to properly indicate your Partner identification number, including to the extent that such failure may result in any reduction of commission amounts that would otherwise be paid to you under this Agreement.
8. Code of Partner Behavior in Relation to Emails
a) the date and time of the addressee consent;
b) the origin of the registration;
c) first name and family name of the addressee;
d) mailing address of the addressee (if gathered);
e) email address of the addressee;
g) IP address of the addressee;
h) other information that was collected.
8.2 Any activity connected with emails delivery by Partner and provision of the email address by Partner:
a) will be conducted in accordance with all applicable state, federal, regional, international legislation including without restriction to CAN-SPAM Act of 2003 and any other acts of the Federal Trade Commission;
b) should not violate, breach and/or misappropriate any intellectual property right including without limitation to, trademark, copyright, patent, know-how, trade secret and should not infringe any other personal rights of natural person or rights of legal entity;
c) should not be anyhow connected with consumer fraudulence, any contract violation where Partner is a party, product liability or make harm to any third person;
d) should contain accurate information in the head of the email (to whom sent, origin of such email, routing data, time and date), from whom the email was sent and subject of the email;
e) should be conducted in accordance with California Business & Professions Code § 17529 and the Canadian Anti-Spam Legislation.
8.3 The “From” line of the email should not use domain or generic name that are confidential, untruly registered or unregistered, or which does not allow addressee get in touch with sender by using a “WHOIS” search. An actual and valid material postal address of the Partner and/or advertiser should be indicated in each email. The link that will allow the addressee to unsubscribe from the email delivery should be also contained in the email and should be valid for not less than thirty (30) days after the email was sent.
8.4 Email lists of Partner. Only Email addresses from the email lists (hereinunder referred as Email Lists), which are owned and/or operated by Partner, should be used when sending emails according to the provisions of the Terms. Agreements or deals with third parties relating to email advertisement should be revealed to us, otherwise (name of the company) reserves the right to terminate any relations between you and us and use other means of legal protection. All subscriber data contained in Email List and which relates to registration or sign-up should be full and correct, and stored by Partner at all time he/she is a party to the Terms and not less than three (3) years after the termination. Upon the request of the (name of the company) you are obliged in twenty-four (24) hours to provide us with information connected with registration and/or sign-up data of the person email address of whom is contained in the Email Lists, such information will be:
a) the date and time of the subscriber consent;
b) the origin of the subscription;
c) first name and family name of the subscriber;
d) mailing address of the subscriber (if gathered);
e) email address of the subscriber that was used with the purpose of registration and is contained in Email List;
g) IP address of the subscriber;
h) other information that was collected.
9. Consent to E-Notifications and Other Messages
9.1 You provide your consent, that any transactions, messages and/or any other notifications in relation to our website can be conducted in electronic format, even in cases where we require to provide them “in writing”. Notifications may be sent to you on your email address that you provided upon the registration or by displaying such notices on our website. In case you refuse from e-communication you should withdraw from the Terms and terminate your usage of the website. Notice will be recognized as sent in the term of twenty-four (24) hours after sending the email, unless we receive notification about the invalidity of the email address. In other case we can post you mail to the residence address you provided to us. Advertisements, offers and/or other promotions may be sent to you from us and our partners and you give your consent to accept them.
9.2 You give your consent to keep printed and/or electronic copy of the latest version of the Terms. Moreover, you give your consent to store any data that we sent to you in writing.
10. Limitation of Liability
10.1 In no occasion and under no circumstances “Saltire” as well as our officers, designees, contractors, employees, parent companies, subsidiaries, successors, directors, agents, partners, representatives and assigns (further referred as Related Persons) shall be liable for the incidental, direct or indirect, personal injury/wrongful death, punitive, consequential, special or exemplary damages, loss or costs (even if we were informed about the possibility of arising of such damages, loss or costs) including but without restriction such cases as loss of business, loss of profit, loss of use, loss of data arising form the participation of the Partner in the Adromeda agency.
11.1 Partner hereby agrees to indemnify and hold harmless “Saltire” and all our Related Persons in case we will be responsible for any damages, costs and/or loss to third parties resulting from any action taken by you or your customers, subscribers and/or users and/or related to your violation of the Terms. Any dispute may not be resolved without our written tangible consent.
12. Applicable Law
12.1 his Agreement shall exclusively be governed by and construed in accordance with the laws of United Kingdom with the exception of its conflict of laws. The parties shall use all reasonable efforts to amicably resolve any dispute or controversy arising directly out of this Agreement. Each party acknowledges that in the event of a breach of this Agreement, a party’s remedies at law may be inadequate, and accordingly each party agrees that in the event of a breach of this Agreement by such party the other party shall have the right to injunctive relief or other appropriate remedies before any competent court to restrain such party from breaching this Agreement.
13.1 We reserve the right to amend, change and/or alter any of the provisions of the Terms. Upon the provision of changes, modifications and/or alterations you will be informed whether by email or by disclosure on our website. This text will also be changed so you may check it anytime. All changes, modifications and alterations will constitute the new version of Terms and will be obligatory to follow by you. In case you disagree with the changes applied you have to stop using our site and terminate your account. Even if you did not provide your consent directly by clicking on the “I Agree” button or did not checked the information related to the changes but continued to use our website after receiving of the notification regarding changes you will be considered the one who gave consent and all the changes, alternations and modifications will be obligatory for you.
14. Force Majeure
14.1 None of the parties shall be liable in case of a failure or delay in execution of their obligations under the Terms that is caused by the acts of God (fire, flood, earthquake, storm ect.) strikes or other industrial disputes, failure of a utility service or transport network, public enemy or terrorist, war, riot, civil commotion, malicious damage, breakdown of equipment, epidemics or any other cause, whether similar or dissimilar to any of the foregoing and is beyond reasonable control of the affected party. In case if the party to the Terms was affected by any of the events listed above in this clause or any other event that can be recognized as Force Major, such party should give a written notice to the other party within three (3) business days from occurrence of such event.
15.1 In case of any breach, violation or infringement of any provision of the Terms we reserve the right, without notification, and by our sole discretion to terminate, suspend or restrict Partners access to the whole website or its part. Such termination can also take place in case we believe that your actions violated rights of another Partner, user or Related Person.
15.2 Termination may be made by any of the parties to the Terms, at any time, by sending written notice seven working days prior to the termination of the agreement. Email notice will have sufficient power for termination.
15.3 All licenses that were granted to you by this Terms will become invalid after the termination.
16.1 Adromeda may use any legal means provided in the Terms or by law to protect our rights in case any Partner breaches his/her duties and/or obligations established in this agreement or by law or performs a fraudulent activity against Adromeda. Remedies have cumulative nature and do not substitute for each other.
This Agreement constitute the entire agreement and supersede all previous communications or agreements, either oral or written, between the parties with respect to the subject matter hereof. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in this Agreement.
Section headings are provided solely for reference purposes and in no way define, limit, interpret or describe the scope or extent of such section or in any way affect this Agreement.
No failure by either party to exercise its rights under this Agreement shall be deemed a waiver of any such rights. No term or provision hereof shall be deemed waived or any breach excused, unless such waiver or consent shall be in writing and signed by the party claimed by the other to have waived or consented. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.
If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties hereto, and shall be enforceable, as though said invalid or unenforceable provision were not contained herein.
Neither this Agreement nor any of the rights granted hereunder nor any interest herein, may be sold, assigned, conveyed, delegated, subcontracted or otherwise transferred or encumbered by the Partner at any time, without Adromeda’s prior written consent, and any attempt to do so will be deemed null and void.