TAB AFFILIATES TERMS & CONDITIONS 1. Definitions Affiliate means the individual or entity who agrees to introduce Affiliate Clients on these Terms and Conditions, who is not a TAB Employee or one of their Immediate Family Members. Affiliate Account means an account in the name of the Affiliate or any of its Related Bodies Corporate or its Representatives which contains data relating to each Affiliate Client introduced by the Affiliate. Affiliate Clients means all New Clients and Lapsed Clients who are introduced to TAB via the Affiliate's website and open a Betting Account on the TAB Website for betting purposes within 30 days of their introduction by the Affiliate. This will be tracked by a 30 day cookie, as an Electronic Message, that will be set in the potential Affiliate Client's internet browser. Agreement means this written agreement. AML/CTF Act means the Antic Money Laundering and Counter Terrorism Financing Act 2006 and all AML/CTF associated rules, regulations and guidance notes as issued by AUSTRAC from time to time. AUSTRAC means the regulatory body with responsibility for enforcement of the AML/CTF Act. Betting Account means the NSW or VIC betting account registered to any Affiliate Client with TAB. Commencement Date means the date the Affiliate clicks the "I have read and understood TAB Affiliates Terms and Conditions and hereby agree to them: button the TAB Website. Commission means the Joining Commission and/or the Loyalty Commission. Confidential Information includes: Information relating to the personnel, policies or business strategies of either Party; and information of or relating to the business, systems, operations, customers (including without limitation any person with whom the relevant Party has entered into a joint venture, strategic alliance or other business arrangement), properties, TAB's customers, the Affiliate's customers the assets or affairs of a Party or its Related Bodies Corporate, which is or has been disclosed by a Party (or its representatives) to the other Party (or its representatives) or learnt or acquired by the other Party (or its representatives) under or in connection with this Agreement (or any preceding agreement between the Parties), whether orally, electronically or in writing other than any such information which: Was in the public domain at the time of its disclosure or acquisition by a Party; Became part of the public domain after its disclosure or acquisition by a Party, otherwise than through a disclosure in breach of an obligation of confidence of a Party; Is or came lawfully into the possession of a Party wholly independently of and not related in any way to this Agreement and the transactions and activities contemplated by it otherwise than as a result of a disclosure in breach of an obligation of confidence; or Was independently known by a Party at the time of its disclosure to or acquisition by that Party. Electronic Message means electronic communications including, but not limited to e-mail, SMS, blogs, cookies, Face Book messages or such similar internet facilities. Immediate Family Members means those members of the family of a TAB Employee who include: the parents, siblings, first cousins, uncles and aunties of any TAB Employee; any stepparent, step-sibling and first cousins of the step family of any TAB Employee; any wife, husband, defacto partner of any TAB Employee; and any child (biological, foster, stepchild or de facto child) of any TAB Employee. Intellectual Property means all of TAB's patents, copyright, moral rights, registered designs, registered and unregistered trademarks, trade secrets, know-how and Confidential Information, and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967. Joining Commission means an amount of twenty-five dollars ($25.00). Lapsed Client means a customer who is not a Minor or self excluded Patron and who has held an account with TAB, but which account has been inactive, that is without any bets of any kind, for the 12 months immediately preceding the date the Affiliate introduces the Lapsed Client to TAB or as otherwise agreed by TAB. Loyalty Commission means an amount of one-hundred dollars ($100.00). Minister means either the Minister for Racing and Gaming in NSW and the government department which supports that Minister, or the Minister for Racing in VIC and the government department which supports that Minister. Minor means any person under the age of eighteen (18) years of age. National Privacy Principle 1.5 located on http://www.privacy.gov.au/index.php, as amended from time to time. New Client means any potential customer who is not a Minor and who: has not ever held a betting account with TAB; and is not a Lapsed Client. Privacy Act means the Privacy Act 1988 (Cth). Related Body Corporate has the same meaning as in the Corporations Act 2001 (Cth). Representative includes an employee, agent, officer, director, partner, consultant or joint venturer. Self excluded patron is part of Tabcorp Wagering self excluded program. Spam Act means the Spam Act 2003 (Cth). TAB Website means www.tab.com.au. TAB Employee means any permanent, casual or contract employee or representative of the Tabcorp Group. Tabcorp Group means: Tabcorp Holdings Limited; Tabcorp's Related Bodies Corporate; and All bodies corporate, trusts, joint ventures or other business associations including alliances, in which Tabcorp or a Related Body Corporate has a shareholding or participation interest of at least 30%. Termination Date means the date upon which the Agreement terminates in accordance with clause 13. Year means each twelve (12) month period commencing on the Commencement Date. 2. Interpretation In this Agreement, headings and bold are for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires: Words importing the singular include the plural and vice versa; Words importing a gender include any gender; Other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning; An expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency; A reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, this agreement and a reference to this Agreement includes any annexure, exhibit and schedule; A reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, whether passed by the same or another Government Agency with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute; A reference to a document includes all amendments or supplements to, or replacements or novations of that document; A reference to a party to a document includes that party's successors and permitted assigns; A reference to an agreement other than this Agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing; A reference to any asset includes all property of any nature, including, but not limited to, a business, and all rights, revenues and benefits; A reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind; A reference to liquidation includes official management, appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding-up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death; No provision of this Agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this agreement or that provision; and Unless otherwise indicated, charges and fees in this Agreement are in Australian Dollars (AUD) GST terms used in this Agreement that are defined in the A New Tax System (Goods and Services Tax) Act 1999 have the meaning given in that Act, unless the context makes it clear that a different meaning is intended. 3. Term This Agreement commences on the Commencement Date and continues until the Termination Date. 4. Affiliate Obligations The Affiliate will use best commercially reasonable efforts to actively and effectively advertise, market and promote TAB as widely as possible in a positively assertive manner to maximize the financial benefit to both the Affiliate and TAB. The Affiliate will promote, advertise and market TAB by using the following forms of advertising and promotional material, each of which must first have been approved in writing by TAB, and not altered by the Affiliate in any way without the prior written consent of TAB: The creation and maintenance of a unique link from the Affiliate's website to the TAB Website to enable customers access to the TAB Website; Banners, html mailers, editorial columns, images and logos on the Affiliate's website; The Affiliate is responsible for: Updating the Affiliate website, including graphics and/or text associated with the link with the TAB Website, as and when TAB periodically updates the TAB Website; The development, operation, and maintenance of the Affiliate website; and Ensuring that all materials posted on the Affiliate website are not libellous, unlawful, illegal, or breach any third party rights; Indemnifying the Tabcorp Group for any breach arising from the Affiliate's failure to comply with the Terms and Conditions of this Agreement, in accordance with clause 11 of this Agreement; Ensuring TAB has received the correct bank account details, and notifying TAB of any change required to such bank account details. Any Commission payable to the Affiliate, which cannot be paid due to the Affiliate's failure to provide any bank account details to TAB, will result in the Commission being carried forward until the next available monthly payment run. TAB will not be liable for payments made to any incorrect bank account due to the Affiliate providing TAB with incorrect bank account details. The Affiliate is not authorised or permitted by TAB to: Create a direct link to the promotional materials on the TAB website; Open and/or operate a Betting Account for on behalf of the Affiliate, as part of any Affiliate Account; Transfer or procure the transfer of an Affiliate Account from TAB to a third party wagering operator for the purpose of deriving a benefit of any kind from such a transfer; Purchase any domain names, trademarks or other Intellectual Property that include any brand of the Tabcorp Group; Purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to any domain name, trademarks or other Intellectual Property of the Tabcorp Group, including but not limited to the word 'Tab', 'TABSportsbet' 'Luxbet', 'Lux', or variations thereof, or include metatag keywords on the Affiliate website which are identical or similar to any trademarks or other Intellectual Property of the Tabcorp Group; Have any URL containing any of the Tabcorp Group's trademarks and/or other Intellectual Property for the intention of search engine optimisation. Hold itself out as, represent itself as, or act as if it was any of member of the Tabcorp Group on any social networking sites, forums or blog websites or otherwise; Conduct itself in any way which could bring into disrepute: the Tabcorp Group; and/or the Tabcorp Group's corporate reputation. Breach the Spam Act or any similar regulatory or policy requirement, or use of Electronic Messages on any social networking sites, forums or blog websites, generate Affiliate Clients by internet and/or email traffic not generated in good faith, whether or not it actually causes TAB any loss or damage in terms of the Tabcorp Group brand, product services or in financial terms. Disrupt the operation or security of the TAB Website or those services or any accounts, servers, or networks connected or accessible through the TAB Website; or Use the TAB Website or any of the services provided by TAB in a way that may harass, annoy, or disrupt any third person, including a third person who may receive messages as a result of the Affiliates use of the TAB Website or the services. The Affiliate must not hold itself out or suggest in any way they are employed by the Tabcorp Group, but warrants that the Affiliate will not mislead or deceive any Affiliate Clients in any way as to the existence of a commercial arrangement with TAB in respect of the Affiliate introducing Affiliate Clients to TAB. The Affiliate agrees that it will comply with the Privacy Act 1988, in particular National Privacy Principle 1.5 if and when collecting any information from Affiliate Clients and disclosing that information to TAB. The Affiliate must comply with all relevant laws, regulations, TAB's licence conditions, this Agreement and any rules and procedures set out in any compliance advices sent from TAB to it. The Affiliate must act within the spirit of the Tabcorp Responsible Gambling Code of Conduct and Manual and in particular must not knowingly procure as Affiliates, Minors or persons known to be acting on behalf of Minors or self excluded patrons. The Affiliate must use the TAB Website and at all times act in accordance with the Conditions of Use & Copyright Notices. The Affiliate agrees to provide reasonable assistance, if required to meet regulatory requirements, to enable TAB to meet any of TAB's obligations under its licence conditions or laws and regulations to any regulators, State racing governing bodies (thoroughbred, harness and greyhound) and Sports Controlling Bodies (as that term is defined in the Gambling Regulation Act 2003 (Victoria). The Affiliate agrees that as soon as reasonably practicable after becoming aware of any matter involving or relating to non compliance with any laws and regulations, in particular the requirements of the AML / CTF Act, or any matter which may prejudice the security and integrity of TAB's business, that it will report such events to TAB. 5. TAB Obligations TAB will: Provide full details of its products and services available to Affiliate Clients via the TAB Website including details of any plans to enhance such products and services; Maintain the TAB Website with current product and services information, but will not contribute financially to any initiatives undertaken by the Affiliate to recruit clients; Maintain a record of each Affiliate Client introduced by the Affiliate and each of the Affiliate Client's transactions during the first 90 days of the operation of their Betting Account; If requested by the Affiliate, provide the Affiliate with a quarterly report detailing the amount each of their Affiliate Clients have wagered using their Betting Account during the first 90 days of the operation of their Betting Account; Comply with all laws, regulations and its license conditions when creating accounts for Affiliate Clients; and Comply with the Privacy Act 1988 when disclosing all information to the Affiliate. TAB will supply the Affiliate with a registration link that will associate Affiliate Clients with the Affiliate account. In the event that any New Client fails TAB's customer identification and verification requirements, TAB will: Within 28 days notify the Affiliate that the New Client has failed to satisfy the customer identification and verification requirements; Suspend any Betting Account of any such customer until further notice; and If the New Client is unable to provide the further documents or information necessary for the New Client that satisfy the customer identification and verification requirements, TAB will close the Betting Account. TAB will not be responsible or liable for any payment to any Affiliate Client or the Affiliate if: Any New Client does not register for a Betting Account; or Any New Client fails to satisfy the TAB customer identification and verification requirements. New client is a minor or self excluded patron. 6. Commission Subject to sub-clauses 6(3) and 6(4) below, TAB will pay the Affiliate the Joining Commission within twenty-eight (28) days of the Affiliate Client opening their Betting Account and satisfying the TAB customer identification and verification requirements. Subject to clauses 6(3) and 6(4) below, TAB will pay the Affiliate the Loyalty Commission within twenty-eight (28) days of the Affiliate Client opening their Betting Account, satisfying the TAB customer and identification requirements, and wagering a minimum of one thousand dollars ($1,000) within the first 90 days of the operation of their Betting Account. No Joining Commission is payable if the Affiliate Client does not wager $1,000 or more within the first 90 days of the operation of their Betting Account. The Commission payable by TAB to the Affiliate is capped at twenty-five thousand dollars ($25,000) per Year. If that amount is not reached, the balance will not be carried forward to the following Year. TAB will pay the Affiliate their Commission once the Affiliate has accrued a minimum Commission balance of one hundred dollars ($100). 7. GST If GST is payable on a Taxable Supply made under this Agreement, the party providing the Consideration for that Taxable Supply must also pay the amount of GST payable in respect of that Taxable Supply as additional Consideration. To the extent that the Consideration for a Taxable Supply comprises non-monetary Consideration: It is agreed that the value of the non-monetary Consideration is equal to the value of the Taxable Supply; and The parties will negotiate in good faith to arrive at an equal value for the non-monetary Consideration and the Taxable Supply. Subject to clause 7.5, the provision of Consideration under this Agreement is not required until the Affiliate has provided a Tax Invoice or Adjustment Note as the case may be to TAB. Any reference in this Agreement to price, value, sales, revenue or a similar amount, or to cost, expense or other similar amount is a reference to that amount exclusive of GST. For the purpose of satisfying the requirements of the GST Law and any additional requirements as determined by the Commissioner of Taxation from time to time, TAB and the Affiliate agree that: TAB may issue a Recipient Created Tax Invoice in respect of any Specified Supply by the Affiliate to TAB under this Agreement; The Affiliate will not issue a Tax Invoice in respect of any Specified Supply by the Affiliate to TAB under this Agreement unless Tabcorp notifies the Affiliate that TAB will not be issuing a Recipient Created Tax Invoice for that Specified Supply; The Affiliate will not issue a Tax Invoice in respect of any Specified Supply by the Affiliate to TAB under this Agreement where TAB has issued a Recipient Created Tax Invoice for that Specified Supply; TAB is registered for GST purposes when this Agreement is entered into. TAB will notify the Affiliate if TAB ceases to be registered for GST purposes or ceases to satisfy the requirements for issuing Recipient Created Tax Invoices as set out in the GST Law or as determined by the Commissioner of Taxation from time to time; The Affiliate is registered for GST purposes when this Agreement is entered into. The Affiliate will notify TAB if the Affiliate ceases to be registered for GST purposes; TAB will issue the original or a copy of the Recipient Created Tax Invoice to the Affiliate within 28 days after the later of the date the relevant Specified Supply is made or its value determined and will retain a copy/original; TAB will issue the original or a copy of an Adjustment Note to the Affiliate within 28 days after the adjustment is identified and will retain a copy/original; and TAB will not issue a document that would otherwise be a Recipient Created Tax Invoice on or after the date on which TAB or the Affiliate has failed to comply with any of the requirements for issuing Recipient Created Tax Invoices as set out in the GST Law or as determined by the Commissioner of Taxation from time to time 8. Intellectual Property TAB is acknowledged to be the sole owner of all Intellectual Property in all information, matters, things or processes (including, but not limited to, hardware and software, text, graphics, front, icons, code including HTML, audio, video, photographs and advertising materials on the TAB Website (the 'Content')) utilised by the Affiliate in connection with the promotion of TAB to potential or actual Affiliate Clients under this Agreement. The Affiliate will not: modify, copy, reproduce, sell, frame, scrape, upload to a third party, create derivative works from, post, transmit or distribute the Content in any way except as expressly provided for on the Websites or expressly authorised in writing by TAB; make use of any 'Meta tags' or other 'hidden text' that uses TAB's Intellectual Property without TAB's express written consent; or modify, crop, resize or alter in anyway any advertising materials provided by TAB to the Affiliate without the express written consent of TAB. The Affiliate must immediately comply with any direction from TAB regarding the use of TAB's advertising materials, including any direction to change the appearance, location or size of the advertising material, or to remove the advertising material. TAB will: At its own cost ensure that it has all necessary rights and licenses to all Intellectual Property subsisting in any logo, mark, design, device, matter, thing or process supplied to Affiliate to be used by the Affiliate at TAB's request or direction in promoting TAB to potential and actual Affiliate Clients under this Agreement; and Indemnify the Affiliate against all losses, damages, liabilities, claims and expenses (including, but not limited to, court and legal costs on a solicitor and own client basis) whatsoever incurred by the Affiliate arising out of or in connection with any alleged breach by TAB of sub-paragraph (a) or any claim, action or proceedings by a person ('Third Party Claim') alleging that any Intellectual Property supplied to the Affiliate by or on behalf of TAB to promote TAB to potential or actual Affiliate Clients under this Agreement infringes the intellectual property of that Third Party. If a Third Party Claim is made against the Affiliate: The Affiliate will notify TAB as soon as practicable; and TAB will, at its own cost, conduct the defence of the Third Party Claim but may not settle the Third Party Claim without the prior written consent of the Affiliate (which will not be unreasonably withheld). The Affiliate will indemnify TAB against all losses, damages, liabilities, claims and expenses (including, but not limited to, court and legal costs on a solicitor and own client basis) whatsoever incurred by TAB arising out of or in connection with the improper and/or unlicensed use of the Intellectual Property supplied by TAB to the Affiliate. 9. Confidential Information General obligation of confidence Each Party acknowledges that the Confidential Information of the other Party is valuable to that other Party. Each Party undertakes to keep the Confidential Information of the other Party secret and to protect and preserve the confidential nature and secrecy of the Confidential Information of the other Party. Receipt of Principal's Confidential Customer Information Where the Affiliate receives Confidential Information which relates to customers or business arrangements of TAB, the Affiliate acknowledges that it receives that information both on the same terms as if that information was provided to the Affiliate, and as agent for TAB. Without limiting any other provision in this Clause, the Affiliate will: Respect the confidentiality of such information, observe the privacy of that information, and comply with the privacy obligations set out in clause 10; and Comply with any lawful request made by TAB regarding that information. Use or Reproduction of Confidential Information A Party may use or reproduce the Confidential Information of the other Party for the purposes of or in connection with this Agreement, including the exercise of rights under this Agreement consequent upon any default. Disclosure of Confidential Information A Party: Will not disclose Confidential Information of the other Party to any person except as permitted by this Agreement; Will not make, assist or permit any person (including its representatives) to make any unauthorised use, disclosure or reproduction of the Confidential Information of the other Party; Will take: reasonable efforts to ensure that any person who has access to the Confidential Information of the other Party does not make any unauthorised use, reproduction or disclosure of that information; and reasonable steps to enforce the confidentiality obligations imposed or required to be imposed by this Agreement including diligently prosecuting at its cost, any breach or threatened breach of such confidentiality obligations by a person to whom it has disclosed the Confidential Information and, where appropriate, make applications for interim or interlocutory relief; and will co-operate with the other Party in any action which the other Party may take to protect the confidentiality of its Confidential Information. Permitted disclosures The Affiliate may disclose TAB's Confidential Information as required by law, by Court Order or to a representative, employee or officer of the Affiliate requiring the information for purposes contemplated by this Agreement but only to the extent necessary for the relevant purpose. The Principal may disclose the Affiliate's Confidential Information as required by law, by Court Order or to a representative, employee or officer of ASIC or the Minister, requiring the information for the purposes contemplated by this Agreement but only to the extent necessary for the relevant purpose. A Party may disclose Confidential Information of the other Party to its legal advisers in order to advise the first-mentioned Party in relation to its rights under this Agreement, but only to the extent necessary for that purpose. Disclosures required by law A Party may disclose Confidential Information of the other Party: to the extent required by law or by a lawful requirement of any government or governmental body, authority or agency having authority over the first mentioned Party; or if required in connection with legal proceedings relating to this Agreement. 10. Privacy Obligations Each Party agrees with respect to all Confidential Information provided under this Agreement which comprises personal information, as defined by the Privacy Act as amended from time to time: to comply with those provisions of the Privacy Act which concern the security, use and disclosure of personal information; to co-operate with any reasonable demands or inquiries made by the Privacy Commissioner; to comply insofar as is practicable, and in a manner consistent with any privacy policy published or formulated by a Party, with any policy guidelines issued by the Privacy Commissioner from time to time relating to the obligations of credit providers and tax file number recipients under the Privacy Act; to take all reasonable measures to ensure that personal information is protected against loss and against unauthorised access, use, modification, disclosure or other misuse and that only authorised representatives, employees and officers have access to it; not to transfer such information outside Australia, or allow non-Affiliates outside Australia to have access to it; immediately to notify the other Party when it becomes aware of any breach of this clause by itself or any representative, employee or officer; to take all reasonable steps to ensure that personal information provided to it in connection with this Agreement is accurately recorded. 11. Indemnity Subject to clause 9.2(b) the Affiliate will indemnify and forever hold the Tabcorp Group harmless from all actions, claims, liabilities, losses, damages, costs, and expenses, including legal costs, fines and penalties, arising from or in connection with any breach by the Affiliate of this Agreement, including any breach by the Affiliate of the TAB Website Conditions of Use & Copyright Notices. 12. Exclusion of Liability This Agreement in no way implies an endorsement by TAB of the Affiliate, the Affiliates website(s), or the Affiliates product or services. The Affiliate may have rights under the Trade Practices Act and other legislation that cannot be excluded by agreement. Except to the extent that liability may not be lawfully excluded, TAB hereby exclude all statements, conditions or warranties express or implied, statutory or otherwise in relation to the operation of use of the advertising materials and links, including any warranty that the advertising materials and links will be functional and error-free. Subject to this clause, in no event will TAB be liable to the Affiliate or any other party for any loss of interest, revenue, profit or data or for any consequential, indirect, incidental, special, punitive or exemplary damages suffered by the Affiliate or any other party arising from or in connection with the Affiliate or any other party's use of the advertising materials and links, even if TAB have been advised of the possibility of such loss or damage and whether any claim arises under contract, in tort (including negligence), under statute or otherwise at all. 13. Termination TAB may immediately terminate this Agreement by giving written notice to the Affiliate if the Affiliate breaches the Agreement and: the breach is material and not capable of being remedied; or the breach is material and the Affiliate fails to remedy the breach within 5 days of being notified in writing of the breach by TAB. A material breach may include that the Affiliate: Breaches any laws and regulations; Commits criminal offence; Commits a fraud; Uses the Intellectual Property improperly and/or without a licence; By its business or personal conduct brings the reputation of the Tabcorp Group into disrepute; or Fails to comply or unreasonably delays in complying with any direction given by TAB relating to the performance of this Agreement. TAB may immediately terminate this Agreement from the date of the notice by giving written notice to the Affiliate if: TAB is requested to do so by the Minister; TAB is of the reasonable opinion that as a consequence of the actions of the Affiliate that TAB may be liable for loss of any of its licenses or the imposition of any penalty under any of its licenses by the Minister; for any reason any of TAB's licenses are ceased or suspended; the Affiliate: Is Insolvent; Has a mortgagee seek to exercise a right of possession or control over the whole or a part of its property; Being a natural person, commits an act of bankruptcy; or Is required to be registered or licensed under any legislation for purposes of or incidental to the execution of the Services and the Affiliate is not registered or licensed or that registration or licence is cancelled, withdrawn or suspended. The termination of the engagement of the Affiliate under 13(1) or 13(3) will not affect any other right or remedy of TAB. If the Agreement is terminated under 13(1) or 13(3) the Affiliate's sole right and remedy is to receive any outstanding Commission owing at the Termination Date. The Affiliate will not be entitled in contract, tort or otherwise to any additional payment or compensation for losses incurred as a result of the termination of the Agreement under 13(1) or 13(3). TAB may in its absolute discretion terminate this Agreement at any time for convenience by giving 30 days written notice to the Affiliate. The Affiliate may in its absolute discretion terminate this Agreement at any time for convenience by giving 30 days notice to TAB. If either party terminates the Agreement pursuant to 13(7) or 13(8), subject to the other provisions of this Agreement, TAB will pay to the Affiliate any Commission owing as at the Termination Date. Upon termination of this Agreement for any reason the Affiliate must: Return or destroy all of TAB's confidential information and advertising materials; Immediately remove the advertising materials and links from the Affiliate's website(s) and permanently delete any file or software provided by TAB or otherwise containing TAB's Intellectual Property; and If required by TAB, provide proof to TAB's satisfaction (acting reasonably) that the Affiliate has complied with the requirements of this clause. 14. Affiliate Betting Account The Affiliate may open and operate a Betting Account. The Affiliate will not be an Affiliate Client of the Affiliate and will not therefore be entitled to any Commission in respect of wagering activity using the Betting Account. 15. Amendment of Terms and Conditions The Terms and Conditions of this Agreement may be amended by TAB in its discretion at any time subject to any laws or regulatory requirements of Racing NSW or VIC Racing or any other relevant legislative or regulatory authorities. If any amendment to the Terms and Conditions of this Agreement is unacceptable to the Affiliate, the only recourse is for the Affiliate to terminate the Agreement in accordance with clause 13. The Affiliates continued participation in the TAB Affiliates Program following an amendment by TAB will constitute binding acceptance of the amendment. It is the Affiliate's responsibility to ensure that they keep themselves up to date with the current Terms and Conditions, which will be available on the TAB Website. 16. General Terms Stamp duty Stamp duty payable on this agreement (including any fines or penalties) will be paid by the Affiliate. Governing law This agreement is governed by the laws of Victoria. Each of the parties irrevocably submits to the jurisdiction of the courts of the Victoria. Assignment Rights arising out of or under this agreement are not assignable by one party without the prior written consent of the other parties. A party will not unreasonably withhold its consent to assignment. A purported assignment without written consent will be deemed to be void and convey no rights. Severance If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this agreement. Entire Agreement This Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties. Variation A variation of this Agreement must be in writing and signed by the parties. Waiver No right under this Agreement is waived or deemed to be waived except by notice in writing signed by the party waiving the right. A waiver by one party under any the terms of this Agreement does not prejudice its rights in respect of any subsequent breach of this Agreement by the other party. A party does not waive its rights under this Agreement because it grants an extension or forbearance to the other party. Relationship of the parties The Agreement is not intended to create a partnership, joint venture or relationship of principal and agent between the parties. Further steps Each party will do all things and execute all further documents necessary to give full effect to this Agreement. Counterparts This Agreement may be executed in any number of counterparts. Survival The terms of this Agreement survive its termination to the extent permitted by law. This Agreement shall be binding upon the heirs, executors, administrators and successors in title of the parties.