ADVERTISER Terms and Conditions

1. PREAMBLE

• 1.1 For the purposes of this Agreement, "Torazzo" means one of its legal entities specified in the relevant Insertion Order signed between the parties hereof.
• 1.2 TO ACCEPT THESE TERMS AND CONDITIONS AND CREATE AN ADVERTISER ACCOUNT, AN INDIVIDUAL MUST BE AN ADULT OF LEGAL AGE OF MAJORITY IN THE COUNTRY IN WHICH THE ACCOUNT IS REGISTERED. THE INDIVIDUAL WHO PROVIDES INFORMATION PURSUANT TO THE PROGRAM AND ACCEPTS THIS AGREEMENT HAS FULL LAWFUL POWER AND AUTHORITY TO ENTER INTO AND CARRY OUT THE TERMS OF THIS AGREEMENT (INCLUDING FULL LEGAL CAPACITY TO ACT ON BEHALF OF A LEGAL ENTITY IN CASE ADVERTISER IS A LEGAL ENTITY), AND IS LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS ON THE ACCOUNT, INCLUDING THE ACTIONS OF CHILDREN AND ANYONE ELSE WITH ACCESS TO IT.
• 1.3 These Terms and Conditions (the “Agreement”) shall govern the relationship between Torazzo and any and all Advertisers (the "Advertiser”) who registered with the Website to enjoy Torazzo’s services. This Agreement governs the relationship between Torazzo and the Advertiser as this is identified in all Insertion Orders, in respect to the placing of such Insertion Orders (hereinafter referred to as the “IO”). It is hereby acknowledged between both parties that both this Agreement and the IO form and constitute a single document.

WHEREAS, Torazzo provides the Advertiser with the services specified herein, without limitation, through its website (“the Website”) or in any other manner which is in its sole discretion proper for such services.

WHEREAS, the Advertiser pays compensation to Torazzo for its services as it is stated herein.

NOW THEREFORE, the Advertiser’s use of and access to the Website is considered its consent to be bound by this Agreement, Privacy Policy and any additional rules and guidelines that Torazzo may post on the Website. In case, a particular campaign (including budget, term, offer details) set out in any IO had expired and the parties have not terminated their cooperation and continue collaboration, conditions of this Agreement and that particular IO shall stay in effect until the cancellation or termination of this Agreement unless changed by the parties via email communication or by signing a separate IO. If the Advertiser does not agree to be bound by this Agreement and Privacy Policy then it becomes impossible for Torazzo to provide services to the Advertiser until a new Agreement is negotiated and signed by the parties.

PLEASE NOTE that Torazzo may change this Agreement and Privacy Policy at any time and may provide notice thereof to the Advertiser. Nevertheless, Torazzo recommends that the Advertiser periodically visit the Website to review this Agreement and Privacy Policy. Unless there is a signed agreement stating otherwise, by using the Website after Torazzo posts any changes, the Advertiser agrees to accept those changes, whether or not they have been expressly agreed upon between the parties.

2. DEFINITIONS

• 2.1 “Advertiser” means an individual or a company paying for the advertisement as set in the applicable Insertion Order and these Terms and Conditions.
• 2.2 “Advertising Material” stands for any material used to promote a brand, products, or services, such as interstitial ads, ad banners, badges, buttons, text links and so forth.
• 2.3 “Campaign” means all advertising of a given product or service of the Advertiser by Torazzo within a specific IO.
• 2.4 “IO” hereinafter stands for a mutually agreed Insertion Order that incorporates these Terms and Conditions, under which Torazzo will deliver Traffic to a product or service of the Advertiser.
• 2.5 “Traffic” hereinafter means Internet users who are subject to the particular Campaign.

3. INSERTION

• 3.1 Subject to the terms and conditions of this Agreement, and provided that the IO has been approved by Torazzo in writing, Torazzo hereby undertakes to embark on all commercially reasonable efforts to supply the services and to undertake the campaign as described in the IO (collectively referred to as the “Campaign(s)”).
• 3.2 The Advertiser shall thoroughly fill in or provide Torazzo with all necessary details required by the IO, including the Advertiser’s bank details.
• 3.3 Torazzo does not guarantee the placement, positioning or the timing of delivery of any Advertising Material, or the certain quantity and quality of Traffic, publications, conversions or clicks on any Advertising Material. The promoting, positioning and distribution of the Advertising Material shall be at the sole discretion of Torazzo, unless such timing, positioning and distribution is specifically provided for in the IO and agreed between the parties, and Torazzo will not be prohibited from also carrying Advertising Material for any product or business competitive to the product or business of the Advertiser.
• 3.4 Torazzo reserves at any time the right to reject, suspend or cancel any Campaign and/or to reject any Advertising Material which in the opinion and/or discretion of Torazzo is not deemed suitable and appropriate for publication for any reason. Torazzo reserves the right to reject, suspend, postpone or cancel any Advertising Material which in the opinion of Torazzo may expose Torazzo into criminal and/or civil liability and/or any other form of liability. Furthermore, Torazzo might refuse, reject, suspend or cancel any Campaign if in its opinion it is deemed to be offensive or objectionable.

4. PAYMENT

• 4.1 For these services to be rendered by Torazzo, the Advertiser hereby pledges, covenants and agrees to pay to Torazzo for all the transactions generated by Torazzo, regardless of the campaign term set out in the IO, and any additional payments which are to be agreed upon between the parties.
• 4.2 For the purpose of effecting payments, the Advertiser shall provide Torazzo with reported numbers and statistics within 5 (five) business days after each billable month or any other billing period agreed upon between the parties. If Advertiser fails to provide Torazzo with the reported numbers within the aforesaid timeframe, then Torazzo shall issue and send an invoice based on Torazzo’s reported numbers. Torazzo reserves the right to dispute the Advertiser’s reported numbers within the 5 (five) business days from the date of receipt of reported numbers from the Advertiser. In case of discrepancies, reported numbers from Torazzo’s tracking platform shall prevail unless the Advertiser can soundly prove the discrepancy arose from Torazzo’s own mistake. After agreeing upon the reported numbers, Torazzo shall provide the Advertiser with invoices at monthly intervals, or at any other such intervals which are set forth in the IO and/or agreed between the parties. The Advertiser hereby promises, agrees and covenants to effect payment of the amounts mentioned in the invoices. Such amounts may include – without limitation – all applicable and pertinent sales, use, excise and/or any other taxes, without set-off. Such amounts might also include abatements, compensations or deductions, all in accordance with the terms of this Agreement and the additional terms set out in the IO. Payment, shall be made to Torazzo within 15 (fifteen) calendar days, unless different payment terms have been agreed upon by the parties in the applicable IO, from the date that the invoice is issued and sent by Torazzo to the Advertiser.
• 4.3 All payments hereunder shall be affected by the Advertiser via a bank transfer to the account of Torazzo according to bank details, specified in the invoice. All bank commission and duties for money transfer shall be paid by the Advertiser. Other payment methods such as Payoneer, Paxum, Paypal etc. are also acceptable if agreed by the parties.
• 4.4 The Advertiser acknowledges and agrees that any credit card and related billing and any other payment information that the Advertiser provides to Torazzo may be shared with companies who work on our behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment to Torazzo and serving the Advertiser’s account. Torazzo shall not be liable for any use or disclosure of such information by such third party.
• 4.5 Undisputed overdue payments will accrue interest at the rate of 24% (twenty-four percent) per annum or in any case at the maximum rate permissive by the law. Interest rate shall begin to accrue after 15 (fifteen) calendar days or other payment term agreed upon by the parties in the applicable IO, from the date on which the invoice (for which payment is due) was issued and sent to the Advertiser, up and until final settlement of the said invoice and it shall be calculated on a daily basis, unless there is a written agreement to the contrary.
• 4.6 Where applicable and in order to observe, monitor and record the performance of any campaign, Torazzo might ask the Advertiser to place Torazzo’s tracking pixel(s) or any other necessary mechanisms for the purpose of observing, monitoring and recording the performance of any campaign (collectively referred to as the "Tracking Tools"). Such placement and testing shall be the sole responsibility of the Advertiser. Even in the event that the Advertiser fails to correctly place the Tracking Tools on the IO website or where the Tracking Tools will not be recording valid leads or actions, the Advertiser hereby acknowledges and accepts that it will pay for each and every lead or action generated and recorded by Torazzo, unless such lead and/or action is determined to be fraudulent or invalid (as this is defined in the applicable IO). Any disputes over invoices shall be made to Torazzo within 5 (five) calendar days from the date that the invoice is issued and sent by Torazzo to the Advertiser. Thereafter, all invoices are accepted and must be paid.

5. CONTENT

• 5.1 The Advertiser hereby agrees to grant to Torazzo and its affiliated marketers a non-exclusive, worldwide, royalty free license and right to use, perform, reproduce, display, transmit, modify, copy and distribute the advertisement, including all content, trademarks, images, trade names and brand features (collectively, the “Advertising Material”) and any trademark, logos, and graphics of the Advertiser in accordance with the IO and this Agreement.
• 5.2 Torazzo reserves at any time the right to reject, suspend or cancel any campaign and/or to reject any advertising material, which in the opinion and/or discretion of Torazzo is not deemed suitable and appropriate for publication for any reason. Furthermore, Torazzo reserves the right to reject, suspend, postpone or cancel any advertisement, which in the opinion of Torazzo may expose Torazzo into criminal and/or civil liability and/or any other form of liability. Furthermore, Torazzo might refuse, reject, suspend or cancel any Campaign if in its opinion it is deemed to be offensive or objectionable.
• 5.3 For the avoidance of any doubt, Torazzo shall not be liable for the content of Advertising Materials, provided by the Advertiser or created and utilized by the Affiliate (a member of the Torazzo’s Affiliate Network (either an individual or a legal entity), a downstream publisher), for direct or indirect, foreseeable and/or non-foreseeable damages caused by or resulting from the inappropriateness and/or unlawfulness of the content of Advertising materials. Torazzo disclaims all liability and responsibility for such matters.
• 5.4 The timing, positioning and distribution of the Advertising Material for any Campaign(s) shall be at the sole discretion of Torazzo, unless such timing, positioning and distribution is specifically provided for in the IO and agreed between the Parties.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

• 6.1 The Advertiser hereby represents, acknowledges and warrants that: (i) it has the legal capacity and authority to enter into and be bound by the present Agreement and the IO; (ii) it is entitled to use and also permit Torazzo to use, reproduce, transmit and display the Advertising Material and (iii) the Advertising Material is not and will not in any way:
  • [a] violate any third-party copyright, trademark, trade name trade secret or other form of intellectual property;
  • [b] violate any applicable laws rules and/or regulations;
  • [c] contain false or deceptive advertising or any machine-readable code including but not limited to any virus, Trojan-horse or other self-executing program;
  • [d] contain any content that can be classified as defamatory, obscene, misleading, deceptive, fraudulent or otherwise inappropriate, or
  • [e] violate any applicable law or regulation particularly while offering of sweepstakes, gambling, promotions etc.
  The Advertiser hereby accepts that if it is in breach of any of the above representations, acknowledgments and warranties, then Torazzo has the right to immediately terminate without any liability the present Agreement and the IO and take any other necessary step and/or action deemed appropriate.
• 6.2 The Advertiser covenants, agrees and undertakes that:
  • [a] it will, at all times, comply with all laws applicable in the jurisdiction where the Advertiser is situated or otherwise conducts its business;
  • [b] it will, at all times, comply with the terms of this Agreement and the IO;
  • [c] it will at all times comply with legal provisions pertaining to spam;
  • [d] it will not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from Torazzo; and
  • [e] it will, within 5 (five) business days from the end of each billing period (as defined in the IO) deliver to Torazzo a report of its data and statistics relating to the Campaign(s).
• 6.3 In the event that the IO provides for or otherwise permits marketing by electronic mail, the Advertiser agrees to deliver its suppression list for each email campaign to Torazzo immediately upon execution of the IO and thereafter to provide an updated suppression list for each campaign not less than once in every 72 (seventy-two) hour period of time for the duration of the Campaign.

7. NON-CIRCUMVENTION

• 7.1 During the term of this Agreement and for a period of 1 (one) year thereafter, the Advertiser will not seek, in any way, to undermine the business standing and goodwill of Torazzo, and in particular, the Advertiser will not, directly or indirectly: (i) solicit or entice or attempt to solicit or entice any of the employees, contractors and/or independent consultants of Torazzo to enter into employment and/or services agreements with the Advertiser or a competitor of Torazzo; or (ii) directly or indirectly enter into any agreement with any disclosed partner of Torazzo without the prior written approval of Torazzo.
• 7.2 The Advertiser agrees and understands that Torazzo has incurred significant expense forming Torazzo's affiliate network and in providing services for the benefit of its Clients, and Advertiser agrees and understands that in the event of a breach by the Advertiser of this section, the Advertiser shall pay Torazzo as liquidated damages an amount equal to the amount paid by the Advertiser to Torazzo within 6 (six) billable months preceding such breach. The liquidated damage remedies provided herein in this section shall not preclude Torazzo from seeking injunctive relief. Additionally, in the event of breach of this section by Advertiser in the form of solicitation or enticing of employees of Torazzo or any other person who provides services to Torazzo, the Advertiser shall pay additional liquidated damages in the amount equal to the total of all payments made by Torazzo to such employee/any other person who provides services to Torazzo during last 3 calendar years directly preceding such breach.

8. TERMINATION

• 8.1 This Agreement has been entered into for an indefinite period of time until terminated by either party in accordance with clauses 8.2 and 8.3 of this Agreement. If Torazzo has not rendered the services for any period of time within duration hereof this cannot be considered a breach of the Agreement and result in any losses or damages to the Advertiser.
• 8.2 Either party may terminate this agreement and cancel the IO without providing a reason for such termination, by giving a 2 (two) working days’ written notice to the other party. In such case any undisputed amounts owed by the Advertiser, must be settled within 15 (fifteen) working days as from the date that the termination becomes effective.
• 8.3 Torazzo might also immediately terminate this Agreement and the IO by means of a written notice (for the purposes of the Agreement, email notice shall be sufficient as a written notice) to the Advertiser, in cases where Torazzo considers that the Advertiser has been in breach of any of the terms of this Agreement and/or the IO or if it is considered that the Advertiser has acted and/or the Campaign has been managed in a way which: (i) is in contravention and/or violation of applicable laws, by-laws, rules and regulations, (ii) is defamatory, obscene, misleading, deceptive, fraudulent or otherwise inappropriate; or (iii) might harm the good reputation of Torazzo, its officers, affiliates or any other person and/or body for which Torazzo is in law responsible.

9. CONFIDENTIALITY

• 9.1 Either party (hereinafter the “Disclosing Party”) may, from time to time, disclose to the other party (hereinafter the “Receiving Party”) certain information relating to the Disclosing Party’s business or customers, affiliates, subsidiaries, agents, or employees; business and marketing plans, processes, strategies and methods which may not be standard industry practice or which are not generally known in the industry and/or to any section of the public; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively referred to as the “Confidential Information”). The Disclosing Party and the Receiving Party hereby agree and acknowledge that such Confidential Information will be provided at the sole discretion of the Disclosing Party, and nothing in this Agreement obligates the Disclosing Party, its directors, agents or employees to disclose or grant to the Receiving Party access to any Confidential Information. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party hereby promises, pledges, covenants and agrees: (i) to use the Confidential Information only for the purposes expressly contemplated in this Agreement; (ii) that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, or agent of the Receiving Party without the prior written consent of the Disclosing Party. The Receiving Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Receiving Party agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party, with the exception that 1 (one) copy may be made for backup and archival purposes only. The undertakings and obligations of each party under this Section shall not apply to any information which it can established to have: (i) become publicly known through no action on the Receiving Party’s part; (ii) been known by the Receiving Party prior to receipt; (iii) been independently developed by the Receiving Party; (iv) been approved for public release by the Disclosing Party’s written authorization; or (v) been required to be disclosed by law, or to a competent court, government or regulatory body having the right to same, provided that the Disclosing Party is notified immediately of such required disclosure and given the opportunity to seek a protective order.
• 9.2 Unless Torazzo has provided its prior, express written consent, the Advertiser will keep the IO and the terms of the Agreement strictly confidential, and may not make any unauthorized disclosure of the same to any person.
• 9.3 The confidentiality non-disclosure provisions shall survive this Agreement for a period of 3 (three) years.

10. PROPERTY OF CONTENT

• 10.1 All Website content as text, graphics, user interface, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression and arrangement of such content is owned, controlled or licensed by Torazzo, and is protected by trade dress, copyright and trademark laws, and various other intellectual property rights and unfair competition laws.
• 10.2 No part and no content may be copied, reproduced, republished, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Torazzo’s express prior written consent.
• 10.3 The Advertiser may use information about the Website and our services provided that it: (i) does not remove any proprietary notice language in all copies of such documents, (ii) uses such information only for personal, non-commercial informational purpose and does not copy or post such information on any networked computer or broadcast it in any media, (iii) makes no modifications to any such information, and (iv) does not make any representations or warranties related to Torazzo.

11. GENERAL

• 11.1 Neither party may assign this Agreement and the IO without the express written consent of the other. Notwithstanding the foregoing, however Torazzo is able - and if this is deemed appropriate – may broker or assign this Agreement and the IO at any time, in part or in whole, to an affiliate marketer with whom Torazzo has entered into its standard agreement. Such an assignment may be affected without seeking the prior written consent of the Advertiser, but the Advertiser might be notified of such an occurrence at the discretion of Torazzo.
• 11.2 Torazzo reserves the right to include the Advertiser’s name in any advertisement, publication, press release or promotional material, without seeking the Advertiser’s prior consent. In case that promotional materials will need to be produced by Torazzo, Torazzo may request from the Advertiser and the Advertiser will supply Torazzo with at least 1 (one) digital copy of art and/or other possible promotional materials produced that may be copied, printed, and/or distributed at conferences, signings, mailings, trade shows, etc.
• 11.3 Torazzo DOES NOT GUARANTEE THAT THE ADVERTISER OR ANY THIRD-PARTY WILL BE ABLE TO ACCESS Torazzo’S WEBSITE AT ANY PARTICULAR TIME. Torazzo’S SERVICES ARE PROVIDED ON AN “AS-IS, AS-AVAILABLE” BASIS. EXTERNAL FACTORS AND/OR FACTORS BEYOND Torazzo’S CONTROL MIGHT CAUSE SERVICE DISRUPTIONS AT TIMES FOR WHICH Torazzo MIGHT NOT HAVE ANY POWER OVER.
• 11.4 Torazzo SHALL NOT BE LIABLE TO THE ADVERTISER (WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE) FOR ANY LOSS OF OR CORRUPTION TO DATA OR COMPUTER FILES, LOSS OF USE, LOST BUSINESS, LOSS OF ANTICIPATED SAVINGS OR REVENUES, LOSS OF PROFITS, LOSS OF CONTRACTS OR BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR DAMAGE TO REPUTATION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
• 11.5 WITH THE EXCEPTION OF: (i) EACH PARTY’S DUTIES OF INDEMNIFICATION AND CONFIDENTIALITY, AND (ii) ANY CLAIM BETWEEN THE PARTIES AS TO THE OWNERSHIP OR PROTECTION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (WHICH TERM INCLUDES, BUT IS NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR BUSINESS INTERRUPTION) ARISING OUT OF THIS AGREEMENT, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND REGARDLESS OF THE LEGAL THEORY, WHETHER A THEORY OF CONTRACT, INDEMNITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE.
• 11.6 TO THE FULLEST EXTENT PERMITTED UNDER THE APPLICABLE LAW, Torazzo’S LIABILITY UNDER THIS AGREEMENT SHALL BE CAPPED AND LIMITED TO THE TOTAL AMOUNT PAYABLE TO Torazzo BY THE ADVERTISER FOR THE BILLING PERIOD IN WHICH THE ISSUE OCCURRED.
• 11.7 The Advertiser agrees that Torazzo shall not be liable for: (i) any delays in the delivery and/or non-delivery of any Advertising Material and/or Traffic; (ii) anything affecting the production of an Advertising Material in the event of an act of God, action by any government entity, network difficulties, electronic malfunction or any condition beyond the control of Torazzo; (iii) consequential damages of any nature whatsoever; and/or (iv) errors or omissions in the Advertising Material as it is exhibited to the public.
• 11.8 Any notice or other communication given or made in order to comply or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered by e-mail to the address of the parties set forth in the IO and shall be deemed to have been duly given or made upon successful transmission of the email unless otherwise mutually agreed by parties.
• 11.9 This Agreement shall be governed by the laws of the country in which proceedings commenced (the lex fori). Courts located in Torazzo’s country of incorporation in the meaning of the Sub-Clause 1.1 of this Agreement shall have non-exclusive jurisdiction over the disputes arising under this Agreement.
• 11.10 The Advertiser hereby irrevocably waives, to the fullest lawful extent, all rights to trial by jury in any proceeding relating to this Agreement. Without prejudice to the generality of the foregoing, the parties have agreed that any disputes over this Agreement may also be resolved under the mediation procedure at Torazzo’s option.
• 11.11 If any litigation, arbitration, mediation and/or debt collection is absolutely necessary to enforce this Agreement or the terms thereof, Torazzo shall be entitled to reimbursement by the Advertiser for all reasonable fees, costs and expenses to the fullest extent, including without limitation attorneys’ and collection expenses.
• 11.12 This Agreement and the IOs constitutes the entire agreement between the parties with respect to the Campaigns noted in the IOs and supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written between the Parties.
• 11.13 This Agreement is intended by the parties hereto as a complete and final expression of their agreement and understanding with respect to the subject matter hereof and supersedes all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.
• 11.14 All notices hereunder shall be deemed to have been duly delivered if delivered by email, facsimile, hand delivery, or courier service at the mailing addresses of the parties.

PUBLISHER Terms and Conditions

1. Preamble

• 1.1 These Terms and Conditions (the “Agreement”) govern an individual’s participation as a member (the “Affiliate”) of the Torazzo Affiliate Network (the “Program”). The Affiliate covenants and agrees to be bound by this Agreement, Privacy Policy and Data Processing Addendum (DPA) located at https://www.Torazzo.com, as may be amended by Torazzo from time to time.
• 1.2 TO ACCEPT THESE TERMS AND CONDITIONS AND CREATE AN AFFILIATE ACCOUNT, AN INDIVIDUAL MUST BE AN ADULT OF LEGAL AGE OF MAJORITY IN THE COUNTRY IN WHICH THE ACCOUNT IS REGISTERED. THE INDIVIDUAL WHO PROVIDES INFORMATION PURSUANT TO THE PROGRAM AND ACCEPTS THIS AGREEMENT HAS FULL LAWFUL POWER AND AUTHORITY TO ENTER INTO AND CARRY OUT THE TERMS OF THIS AGREEMENT, AND IS LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS ON THE ACCOUNT, INCLUDING THE ACTIONS OF CHILDREN AND ANYONE ELSE WITH ACCESS TO IT.
• 1.3 For the purpose of this Agreement, "Torazzo" means Madzuma LLC, registered at 5737 Kanan Rd, Ste 358, Agoura Hills, CA 91301-1601, or another legal entity specified as "Torazzo" in the relevant Insertion Order signed between the parties hereof.

2. Definitions

• 2.1 “Client” means a client of Torazzo.
• 2.2 “Offer” means a promotional offer published by Torazzo on the Program Site, in an electronic mail or both, setting out an advertising offer on behalf of a Client and containing such additional terms and conditions as the Client and Torazzo, in their discretion, consider necessary from time to time.
• 2.3 “Program Site” means the website for the Program operated by Torazzo and situated at https://www.Torazzo.com with all subdomains thereof and pages we operate.
• 2.4 “Sub-Affiliate” means an independent third party contracted by the Affiliate.

3. The Program

• 3.1 Torazzo will permit the Affiliate to participate in the Program, subject to compliance with the terms and conditions in this Agreement and in any policies established by Torazzo, from time to time, and incorporated by reference in this Agreement. As of March 2019, there exist 2 (two) types of Accounts under Torazzo Affiliate Program - 'Regular' and 'Smartlink'. Holders of the latter shall only have access to Torazzo Smartlink(s) and will not be able to browse through the full portfolio of offers. Smartlink Account holders may apply for an account type change and will have to undergo an approval procedure (provide additional information on promotion methods and/or identity, and complete an interview with a Torazzo representative).
• 3.2 The Affiliate will be allowed to create only 1 (one) account by using its own identity info; any additional account must be expressly preapproved with a Torazzo representative in writing. If at any time Torazzo becomes aware of more than one account related to one and the same private individual or legal entity, created to deceive Torazzo or its partners, Torazzo may restrict, deny or terminate such accounts and/or any benefits derived from such accounts; Torazzo may also withhold payment of any commissions and/or other fees related to this breach that may be or become due or payable to the Affiliate.
• 3.3 The Affiliate may engage Sub-Affiliates to distribute Offers in accordance with the Program, provided that:
  • (i) the Affiliate has written approval from a Torazzo Representative to contract Sub-Affiliates;
  • (ii) a verifiable name, address and telephone number for each Sub-Affiliate is delivered to Torazzo immediately upon request;
  • (iii) the proposed Sub-Affiliate agrees, in form satisfactory to Torazzo, to abide by paragraphs 3.8, 4.3, 9.5, Sections 10, 11, 12, 13 and 14 of this Agreement and the Torazzo Policies (collectively, the “Sub-Affiliate Provisions”), as amended from time to time; and
  • (iv) at no time will the Affiliate engage a Sub-Affiliate who, in the opinion of Torazzo is likely to bring the reputation or standing of Torazzo into disrepute or is otherwise unsuitable.
• 3.4 Any breach by a Sub-Affiliate of the Sub-Affiliate Provisions will be deemed a breach of this Agreement by the Affiliate.
• 3.5 The parties expressly agree that they are independent contractors, and that this Agreement does not in any way create a partnership, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.
• 3.6 It is further agreed that the Affiliate has no authority to create or assume in Torazzo's name or on its behalf any obligation, express or implied, or to act or purport to act as its agent or representative for any purpose whatsoever and the Affiliate shall not hold itself out as having any such authority.
• 3.7 Torazzo may, in its sole discretion, confirm or otherwise verify or check, the truth and accuracy of any registration information provided by Affiliate. The Affiliate hereby covenants and guarantees to provide to Torazzo only the truthful and valid information regarding the Affiliate's identity and location; in case Torazzo or third-party payment provider requests the Affiliate to prove its identity and location, the Affiliate shall reply within 2 (two) business days from the day of request and provide valid proof of its identity and location. If at any time Torazzo, in its sole judgment and discretion, determines the Affiliate’s registration information to be misleading, inaccurate or untruthful, Torazzo may restrict, deny or terminate Affiliate’s account, Affiliate’s access and use of, and/or any benefits derived from Affiliate’s participation in the Program; Torazzo may also withhold payment of any commissions and/or other fees that may be or become due or payable to Affiliate.
• 3.8 Affiliate will be solely responsible for the development, operation, and maintenance of the Affiliate website and for all materials that appear on the Affiliate website. Such responsibilities include, but are not limited to, the technical operation of the Affiliate website and all related equipment; creating and posting product reviews, descriptions, and references on the Affiliate website and linking those descriptions to the Program Site; the accuracy and propriety of materials posted on the Affiliate website; and ensuring that materials posted on the Affiliate website do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. Torazzo disclaims all liability and responsibility for such matters.
• 3.9 Other than as provided in this Section 3, Affiliate may not sublease, rent, lease, sell, resell, outsource or service any Offer, and any attempt to do so shall be null and void.

4. Offer

• 4.1 Offers will be posted to the Program Site.
• 4.2 Torazzo grants the Affiliate a limited, non-exclusive, non-transferable right to download Offers from the Program Site and to publish the same on the Affiliate’s websites and in electronic mail correspondence sent by the Affiliate, all of which must be done in accordance with this Agreement, Torazzo Policies, as amended from time to time, and any additional terms and conditions affixed to each of the said Offers.
• 4.3 The Affiliate agrees not to modify, alter, misrepresent or embellish the Offer or any part of the Offer including without limitation any text or images provided by or on behalf of Torazzo or the Client in any way, directly or indirectly, without the express prior written consent of Torazzo.

5. EMAILS FROM TORAZZO

• 5.1 Torazzo shall send its Affiliates notifications of applicable offer changes via email and it's their own responsibility to monitor such emails and apply the changes on their end. In case an Affiliate provided a non-existent email or missed a notification, Torazzo shall not be liable for any losses resulting thereof. By default, any Affiliate account is subscribed to notifications from Torazzo but any Participant can opt out at any time under its Account Settings. In such case, Torazzo shall not be obliged to find other ways to communicate the said changes to the Affiliate; instead, it will be the Affiliate's own responsibility to get the information via the UI or Torazzo API or in any other way.
• 5.2 An Affiliate may also choose to subscribe to Offer/Campaign cap alerts under Account settings. This option is not enabled by default.
• 5.3 Torazzo also practices promo emails, notifying its Affiliates of new offers, special promotions and bonus programs, or providing promotion tips. This is a setting each Affiliate needs to choose on signup, but can be amended at any time under Account settings.

6. Compensation

• 6.1 Torazzo will pay to the Affiliate a commission (the “Commission”), calculated in accordance with the payment terms outlined in each Offer posted by Torazzo on the Program Site. Torazzo applies either monthly NET 15 or weekly NET 7 payment plans at its sole discretion, unless mutually agreed otherwise. Notwithstanding of the selected payment method (e.g. paypal, payoneer, webmoney etc.) the Affiliate shall provide Torazzo with their actual bank details. Torazzo reserves the right to change payment plans to monthly or any other basis at its sole discretion if Torazzo determines that Affiliate has been engaged in any unlawful, fraudulent activity or Affiliate`s traffic is not meet Campaign requirements. Affiliate agrees that Torazzo has this indisputable right and may do it at its sole discretion with prior notice. Moreover, Torazzo has the right to suspend or terminate the Affiliate’s membership in the Program, with prior notice and cancel payment of the applicable commissions, if Torazzo determines any violations specified above, at its sole discretion and without any further obligations to the Affiliate.
• 6.2 Commissions will be paid to the Affiliate only following receipt by Torazzo of payment from the Client in respect of such Offer published in the Program online reporting system. Torazzo may, in its sole discretion and from time to time, elect to advance to the Affiliate part or all of the Commissions prior to receipt of payment from the Client, but in no event will Torazzo be obligated to do so. Torazzo may offer weekly payments to trusted Affiliates with proven traffic quality, whose earnings exceed a weekly threshold of $1'000.00 (One Thousand US dollars) for Regular Account holders and $100 (One Hundred US dollars) for Smartlink Only Account holders but reserves the right to deny weekly payments to any Affiliate at its own discretion. An Affiliate can request its Account type switch only once, and only for the reason of accessing specific offers. If an Affiliate is caught requesting its Account type switch in order to manipulate Torazzo into faster payments, Torazzo reserves the right to deny such application and, if such requests persist, to terminate the Affiliate Account.
• 6.3 The Affiliate acknowledges and agrees that payment of Commissions may be delayed where the Affiliate has not provided Torazzo with current particulars in accordance with paragraph 10.2 (xiii) of this Agreement and that in no case will Torazzo be liable to the Affiliate for any loss, costs or expenses directly or indirectly incurred by the Affiliate as the result of such delay.
• 6.4 Minimum amount that can be paid to the Affiliate in a given billing period must exceed $500.00 (five hundred US dollars) for Regular Affiliate Account holders and $100.00 (one hundred US dollars) for Smartlink Only account holders, regardless of the selected payment currency. Payment in the amount less than the respective threshold, but not less than $100.00 (one hundred US dollars), is possible in case of termination of the Agreement mutually agreed by the parties or its cancelation that is not related to any breach of contractual provisions or applicable laws by the Affiliate, or upon individual agreement between the parties.
• 6.5 Commissions due and payable by Torazzo to an Affiliate will not accrue interest.
• 6.6 Payments to an Affiliate in accordance with this Section will be based upon the records kept by Torazzo and reported in Torazzo’s online reporting system and audited by the Clients, from time to time.
• 6.7 In case the Affiliate's account is not active for a period of 12 (twelve) months and the Affiliate didn’t request the payment of its Commissions within these 12 (twelve) months, any and all Commission may be then deemed as void and written off the balance, as well as the account may be terminated.

7. Fraud

• 7.1 If Torazzo determines, in its sole discretion, that the Affiliate or Sub-Affiliate has engaged in any activity that Torazzo considers to be fraudulent or which might bring the reputation or standing of Torazzo into disrepute either with the general public or with the Clients or potential Clients of Torazzo, or otherwise that the Affiliate or Sub-Affiliate has engaged in activities which might be considered fraudulent or in case the Affiliate violates any given Offer's promotion restrictions, Torazzo may but will not be obligated to: (i) suspend or terminate the Affiliate’s membership in the Program, without notice and (ii) release to a regulatory body or any governmental authority, information relating to the identity and location of the Affiliate if required to do so in order to comply with existing legislation.
• 7.2 Torazzo may but will not be obliged to provide proof of fraudulent activity to the Affiliate, and proof of any share of traffic being fraudulent is reason enough to forfeit the whole commission that is due to the Affiliate. If an Affiliate feels Torazzo's judgement in determining illegitimacy of its traffic to be wrong, the Affiliate shall provide proof of the opposite by sharing access to its traffic source/tracker, providing creative material used for promotion of the given campaign or any other evidence that the Affiliate hasn't been engaged in fraudulent activities. If the Affiliate fails to provide satisfactory or any kind of such proof within 7 (seven) days of its payment being put on hold, Torazzo reserves the right to terminate its Affiliate Account and cancel payment of the applicable commissions, at its sole discretion and without any further obligations to the Affiliate.
• 7.3 In the event of suspension or termination in accordance with paragraph 9.1 above, any Commission due and payable to the Affiliate in accordance with Section 6 at the time of suspension or termination will be deemed to be forfeited.
• 7.4 For the purposes of this Agreement, fraudulent activity includes but is in no way limited to:
  • (i) activity by the Affiliate or anyone for whom in law the Affiliate is responsible which is directly or indirectly intended to inflate the Commissions payable to the Affiliate;
  • (ii) the generation of leads other than by a mechanism approved by Torazzo;
  • (iii) activity by the Affiliate or anyone for whom in law the Affiliate is responsible which is not in accordance with the Program; and
  • (iv) activity which is determined by the Client, in its discretion, to be fraudulent.
• 7.5 Torazzo may at any time audit Affiliate for compliance purposes. Affiliate agrees to provide Torazzo with any reasonable information necessary to conduct an investigation into Affiliate’s compliance with law and this Agreement.

8. Covenants, Representations and Warranties

• 8.1 The Affiliate represents and warrants that:
  • (i) it has the authority and capacity to enter into and to be bound by this Agreement;
  • (ii) to the best of its knowledge, there are no existing, pending or threatened claims or actions pending against the Affiliate;
  • (iii) none of the Affiliate’s websites contain false or deceptive advertising or any machine-readable code including without limitation any virus, trojan horse, work or other self-executing program;
  • (iv) it owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on or through its website or websites and in its electronic mail; and
  • (v) it is not now a party to any agreement or business relationship which may conflict with this Agreement.
• 8.2 The Affiliate covenants and agrees that:
  • (i) it will, at all times, comply with all laws applicable in the jurisdiction where the Affiliate is situated and also where the Affiliate directly or indirectly conducts its business or markets an Offer;
  • (ii) it will not enter into any agreement or business relationship or otherwise incur any obligation which might, in the opinion of Torazzo, conflict with this Agreement;
  • (iii) it will, at all times, comply with the terms of this Agreement, and Torazzo Policies, as updated, amended and replaced by Torazzo, from time to time, in its sole discretion;
  • (iv) it will not, without the express written consent of Torazzo, use or permit any person for who it is in law responsible to use any third-party trade-names or trade-marks;
  • (v) it will not publish on any website or send in any electronic mail a universal resource locator or other link to any content or otherwise engage in or condone any practice, which, in the opinion of Torazzo is deceitful, defamatory, libelous, abusive, violent, prejudicial, obscene, likely to bring the reputation or standing of Torazzo into disrepute, or which otherwise would be illegal;
  • (vi) it will at all times comply with the terms and conditions of any agreement or policy established by an Offer in which the Affiliate elects to participate;
  • (vii) it will at all times comply with the provisions of the CAN-SPAM Act of 2003, as amended or replaced, from time to time;
  • (viii) it will not post any content relating to the Offer to any Usenet newsgroup, chat room, bulletin board or ‘blog’ (save and excepting a chat room, bulletin board or blog which is operated or primarily owned by the Affiliate) without the express written consent of Torazzo;
  • (ix) it will be responsible for the development, operation and maintenance of its website or websites and electronic mail, including without limitation the technical operation thereof, the creation, publication and accuracy of any content published on any such website or websites or in any electronic mail;
  • (x) it will not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from Torazzo;
  • (xi) it will not “frame” or “mirror” any part of any pages hosted by the Client unless expressly permitted by Torazzo and the Client;
  • (xii) it will not alter any website or electronic mail content provided by Torazzo; and
  • (xiii) it will, at all times and from time to time provide Torazzo with written confirmation of a valid address, telephone number, electronic mail address and such other identifying or financial information as Torazzo may reasonably require;
  • (xiv) it will not, at all times, overload or overburden Torazzo’s tracking system in any manner whatsoever, without limitation, making unreasonably frequent or multiple or heavyweight queries and by no means shall the amount of daily API calls exceed 500 (five hundred) unless expressly agreed with a Torazzo representative.
• 8.3 The Affiliate can engage in email promotion of Torazzo Offers only where it is allowed by the Advertiser and says so in Offer description, or in other cases, after receiving express written permission from a Torazzo representative. If applicable, the Affiliate will comply with the following requirements with respect to any email containing or promoting an Offer that the Affiliate initiates or sends:
  • (i) the "FROM" line shall clearly and accurately identify the sender or company that is "sending" or "initiating" the e-mail (as those terms are defined by the CAN-SPAM Act). Notwithstanding the foregoing requirement, the Affiliate shall not place the name of Torazzo, the subject of the advertisement or any false or misleading information in the FROM line;
  • (ii) the "SUBJECT" line must be reasonably related to the subject matter of the message;
  • (iii) the email must contain a clearly displayed, labeled, and functioning (for at least thirty days after the message is sent) unsubscribe link for both the Affiliate and Client. Each unsubscribe link must provide for a universal unsubscribe from receipt of commercial email from the Affiliate and/or Client, such that any request for removal via the link results in removal from all of the Affiliate’s and/or Client's lists, as applicable. Each link must require the message recipient to do no more than visit a single web page (and not submit any information other than email address) in order to unsubscribe;
  • (iv) the email must include a statement that identifies the email as a commercial solicitation. This may be in the header, body or footer of the email; and
  • (v) the email must contain a valid postal address for the sender. This postal address should be listed at the top or bottom of each email.
• 8.4 The Affiliate will comply with the following additional requirements:
  • (i) The Affiliate may only deliver emails to individuals who have provided express consents to receive email offers;
  • (ii) in the event of a spam complaint, the Affiliate will provide the following information to the filer of the complaint within 2 (two) business days of receipt of the complaint:
    • [a] the website at which the filer of the complaint signed up;
    • [b] a link to the privacy policy of the sign-up site evidencing that the filer of the complaint has given permission to the Affiliate and/or Client to receive email offers;
    • [c] the date the filer of the complaint signed up (and the time if available); and
    • [d] the IP address from which the filer of the complaint signed up

9. Indemnification

• 9.1 The Affiliate covenants and agrees to indemnify and save harmless Torazzo, its parent company and their respective shareholders, directors, officers, and employees (collectively, the “Indemnified Group”) from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of any breach of this Agreement by the Affiliate or any Sub-Affiliate or the exercise by the Affiliate of any right under this Agreement or any act or omission of the Affiliate, a Sub-Affiliate or anyone for whom the Affiliate is in law responsible, including without limitation any damages, losses, consequential or otherwise, arising in any manner (including those arising from or incidental to any liability or other lawsuit, claim, demand or other action brought) as a consequence of any act or omission of the Affiliate or any person for whom the Affiliate is in law responsible, whether or not the Indemnified Group or any of them are named as a party defendant in any such proceedings and whether or not the Indemnified Group or any of them are alleged to be negligent or otherwise responsible for any damage or injury to persons or property. The obligation of the Affiliate to defend and indemnify as set out in this paragraph will survive termination of this Agreement for any reason and will not be otherwise limited by any other term or condition of this or any Agreement. Torazzo may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate. Torazzo may participate in the defense of all claims as to which it does not assume defense and control, and Affiliate shall not settle any such claim without Torazzo's prior written consent.

10. Disclosure of Information

• 10.1 Torazzo or its directors, may, from time to time, disclose to the Affiliate certain information relating to Torazzo’s business or to Torazzo’s Clients, subsidiaries, Affiliates, agents, or employees; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of Torazzo (all collectively referred to as the “Confidential Information”). The Affiliate acknowledges that Confidential Information will be provided at the sole discretion of Torazzo, and nothing in this Agreement obligates Torazzo, its directors, agents or employees to disclose or grant to the Affiliate access to any Confidential Information.
• 10.2 Unless expressly authorized in writing by Torazzo, the Affiliate covenants and agrees:
  • (i) to use the Confidential Information only for the purposes expressly contemplated in this Agreement; and
  • (ii) that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Affiliate without the prior written consent of Torazzo, which may be unreasonably and arbitrarily withheld.
• 10.3 The Affiliate acknowledges that Torazzo remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Affiliate agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of Torazzo.
• 10.4 Upon termination of this Agreement, or otherwise on demand by Torazzo, the Affiliate agrees that it will promptly deliver to Torazzo all notes, data, tapes, reference items, sketches, drawings, memoranda, records, diskettes, electronic communications in any form and any other materials in any way relating to any of the Confidential Information in the possession of the Affiliate or any affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Affiliate.
• 10.5 The Affiliate acknowledges and agrees that:
  • (i) the provisions of this Section and the Affiliate’s agreement with the same are of the essence and constitute a material inducement to Torazzo to enter into this Agreement;
  • (ii) the provisions of this Section shall be construed independently of any other provision of this Agreement, and the existence of any claim or cause of action the Affiliate may have against Torazzo, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Torazzo of the provisions of this Section;
  • (iii) that any breach of this Section would cause irreparable harm to Torazzo for which damages might not be an adequate remedy, and the Affiliate therefore agrees that in the event of any such breach Torazzo will be entitled to seek, in addition to any other right accruing to Torazzo under this Agreement or otherwise in law or equity, injunctive relief against the Affiliate without the necessity of proving actual damages; and
  • (iv) notwithstanding any other provision of this Agreement, this Section shall survive the termination of this Agreement, however caused.
• 10.6 The Affiliate agrees to indemnify and save harmless Torazzo against any and all loss, costs or expenses, inclusive of court costs and legal fees on a solicitor and own client basis, which Torazzo may incur as the direct or indirect result of any unauthorized disclosure of the Confidential Information by the Affiliate or any person for whom the Affiliate is responsible, in law.

11. Non-Competition

• 11.1 During the term of this Agreement and for a period of 6 (six) months thereafter, the Affiliate will not seek, in any way, to undermine the business standing and goodwill of Torazzo, and in particular, the Affiliate will not, directly or indirectly: (i) solicit or entice or attempt to solicit or entice any of the employees of Torazzo to enter into employment service agreement with the Affiliate or a competitor of Torazzo; or (ii) directly or indirectly enter into any agreement or contract, written or otherwise, with any Client/contractor of Torazzo or otherwise provide services to any third party for the ultimate benefit of a Client which might, in the opinion of Torazzo, compete with any services provided by Torazzo; or (iii) solicit, engage, contract, license, or work with any client whose offer it or any of its Sub-Affiliates marketed hereunder without the prior written approval by an authorized party at Torazzo.
• 11.2 Affiliate agrees and understands that Torazzo has incurred significant expense forming Torazzo's affiliate network and in providing services for the benefit of its Clients, and Affiliate agrees and understands that in the event of a breach by Affiliate of this section, Affiliate shall pay Torazzo as liquidated damages an amount equal to the amount paid by Torazzo to Affiliate within 6 (six) billable months preceding such breach. The liquidated damage remedies provided herein in this section shall not preclude Torazzo from seeking injunctive relief. Additionally, in the event of breach of this section by Affiliate in the form of solicitation or enticing of employees of Torazzo or any other person who provides services to Torazzo, the Affiliate shall pay additional liquidated damages in the amount equal to the total of all payments made by Torazzo to such employee/any other person who provides services to Torazzo during last 3 calendar years directly preceding such breach.

12. Disclaimer and Limitation of Liability

• 12.1 Torazzo disclaims all warranties, conditions, representations, indemnities and guarantees with respect to any matter, whether express or implied (including without limitation any warranty of profitability, satisfactory quality, merchantability, fitness for any particular purpose, title and non-infringement).
• 12.2 Affiliate acknowledges and agrees that any determination by Torazzo of whether or not given advertising materials and/or creatives are accurate, appropriate and do not violate any applicable law is based solely on the designation made to Torazzo by the relevant Client and that Torazzo is not responsible for any given Advertising Materials being misdesignated by the relevant Client.
• 12.3 Notwithstanding any other provision of this Agreement, Torazzo additionally disclaims all obligations and liabilities on the part of Torazzo and those for whom it is in law responsible for any damages, including, but not limited to, indirect, special, and consequential damages, attorneys’ and experts’ fees, and court costs (even if Torazzo has been advised of the possibility of such damages, fees or costs), arising out of or in connection with this Agreement.
• 12.4 In no circumstance will Torazzo be liable to the Affiliate for any consequential, indirect, special, punitive or incidental damages or lost profits of the Affiliate or the Affiliate’s successors or assigns (including without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder, stoppage of other work or impairment of other assets) arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. Without limiting the generality of the foregoing, any liability of Torazzo shall be limited to the total amount paid to Affiliate by Torazzo under this Agreement during the last 6 (six) billable months preceding the liability. Without limiting the foregoing, Torazzo will not be liable for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, actions or inaction of Affiliate or third parties, Affiliate’s equipment or software and/or any third party equipment or any other condition affecting production or delivery in any manner beyond the control of Torazzo.

13. Termination

• 13.1 Either party may terminate this Agreement, at any time, on 48 (forty-eight) hours’ Notice to the other party. If Torazzo believes the Affiliate has breached this Agreement, it reserves the right to suspend the account of the Affiliate immediately. The account can later be restored if the situation is resolved amicably.
• 13.2 Notwithstanding termination of this Agreement for any reason, the Affiliate covenants and agrees that it will continue to be bound by the terms and conditions set out in Sections 6, 10, 11, 12, 13, 14 and 16.1 of this Agreement.
• 13.3 The agreement shall be entered for an indefinite term, unless terminated by either party.

14. General

• 14.1 Torazzo may assign this Agreement without the Affiliate’s prior consent. The Affiliate may not assign this Agreement without the express written consent of Torazzo.
• 14.2 Torazzo reserves the right to change, amend or alter this Agreement at any time, for any reason, or for no reason at all, at its sole discretion. The most recent version of this Agreement will be posted on Torazzo website and in the respective section of the Program tracking platform. Although Torazzo may provide notice of material changes to this Agreement to the Affiliate but it is the Affiliate’s sole responsibility to keep themselves informed of any such changes or amendments.
• 14.3 Any notice or other communication (“Notice”) permitted or required by this Agreement will be in writing and given by personal delivery or transmitted by facsimile or electronic mail to the receiving party at the address provided to Torazzo by Affiliate in its Torazzo Program account. Any such Notice will be deemed to have been received on the date on which it was transmitted by facsimile or electronic mail or delivered.
• 14.4 No term or condition of this Agreement will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties.
• 14.5 In the event that any term, covenant or condition of this Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction then this Agreement with respect to the remaining terms, covenants or conditions will continue in force.
• 14.6 This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and assigns of both Torazzo and the Affiliate.
• 14.7 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement, supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written.
• 14.8 This Agreement shall be governed by, construed and enforced in accordance with the laws of England and Wales; all matters concerning the performance thereof shall be construed, interpreted, applied and governed in all respects in accordance with the laws England and Wales. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The exclusive seat or legal place of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English.
• 14.9 Torazzo DOES NOT GUARANTEE THAT THE AFFILIATE OR ANY THIRD PARTY WILL BE ABLE TO ACCESS Torazzo WEBSITE AT ANY PARTICULAR TIME. Torazzo SERVICES ARE PROVIDED ON AN “AS-IS, AS-AVAILABLE” BASIS. EXTERNAL FACTORS AND/OR FACTORS BEYOND Torazzo CONTROL MIGHT CAUSE SERVICE DISRUPTIONS AT TIMES FOR WHICH Torazzo MIGHT NOT HAVE ANY POWER OVER.