Affiliate Program Agreement
PREAMBLE
The present Affiliate Program Agreement (hereinafter: ‘Agreement’) concluded between Outis Nemo Ltd. (seat: 1126 Budapest, Hollósy Simon utca 3.; registry number: 01-09-377749; tax number: 26302584-2-43; hereinafter: ‘Outis Nemo’) and Outis Nemo’s affiliate (hereinafter: ‘Affiliate’) (Outis Nemo and Affiliate hereinafter: ‘Parties’) contains the complete terms and conditions concerning Affiliate’s application and participation in the affiliate marketing program of Outis Nemo (hereinafter: ‘Affiliate Program’).
Outis Nemo declares that it provides services (hereinafter: ‘Outis Services’) defined in the website of Outis Nemo (hereinafter: ‘Outis Website’) in accordance with its general terms and conditions (https://kameleo.io/terms-and-conditions/ hereinafter: ’Outis Terms’) and privacy policy (https://kameleo.io/privacy-policy/).
By submitting an application in order to participate in the Affiliate Program, Affiliate declares that it has read the present Agreement and agrees to be bound by the terms and conditions set forth in the Agreement.
The original language of the Agreement is English.
The present Agreement shall be deemed as a written agreement between the Parties.
1. APPLICATION TO THE AFFILIATE PROGRAM
1.1. In order to participate in the Affiliate Program, Affiliate shall be a duly incorporated or registered business entity with valid tax identification number (hereinafter: ‘Business Entity’) or a natural person of at least 18 (eighteen) years of age with a valid tax identification number (hereinafter: ‘Natural Person’).
1.2. Business Entities and Natural Person which/who
· are subject to a criminal law procedure;
· are a present or former employee of Outis Nemo;
· or its affiliated company have a valid subscription to Outis Services,
shall be excluded from the Affiliate Program.
1.3. To commence the application procedure to the Affiliate Program, Affiliate shall submit a duly completed registration form (hereinafter: ‘Registration Form’). The Registration Form can be found at https://billing.kameleo.io/my-account/affiliate-dashboard/ .
1.4. Provided that the Registration Form was submitted properly, Outis Nemo shall contact Affiliate via its electronic mail address (hereinafter: ‘Electronic Address’) - which Affiliate provided in the Registration Form - within 2 (two) days from the submission of the Registration Form. By contacting Affiliate via its Electronic Address, Outis Nemo may request Affiliate to provide additional information and (i) in case of Business Entity, a document confirming that Business Entity is duly incorporated and/or registered, or its deed of foundation; (ii) in case of a Natural Person, a scanned copy of his/her tax card and a statement of his/her bank account (hereinafter: ‘Requested Documents’). Affiliate has 5 (five) days from the receipt of Outis Nemo’s request to provide Outis Nemo with the Requested Documents.
1.5. Outis Nemo has sole discretion whether to approve or reject the application of Affiliate to the Affiliate Program. Should Outis Nemo approve the application of Affiliate, it shall notify Affiliate thereof within 14 (fourteen) days from the receipt of the Requested Documents. Provided that Outis Nemo does not notify Affiliate on the approval of its application within the deadline set out above, it shall be deemed that Outis Nemo rejected the application of the Affiliate.
1.6. Should any change occur in the data or in the Requested Documents of Affiliate, Affiliate shall notify Outis Nemo immediately thereof.
1.7. Affiliate shall be held accountable for the damage arising from the inaccuracy or falsehood of its provided data or the Requested Documents or its default to notify Outis Nemo according to point 1.6. of the Agreement.
2. ACCEPTANCE OF THE APPLICATION
2.1. Provided that Affiliate is accepted to the Affiliate Program by Outis Nemo in its sole discretion, the terms and conditions of the present Agreement shall apply in full force and effect until its termination pursuant to the provisions set out below. Should Outis Nemo requires any additional information or/and documents from Affiliate subsequent to Affiliate’s acceptance in the Affiliate Program, Affiliate shall have 30 (thirty) days to comply with the request of Outis Nemo. Should Affiliate fail to provide Outis Nemo with the necessary information or/and documents within 30 (thirty) days from the request of Outis Nemo, the present Agreement shall be deemed as terminated and Affiliate shall no longer be able to participate in the Affiliate Program.
2.2. Affiliate’s acceptance in the Affiliation Program shall not mean that Affiliate is accepted in any present or future program of Outis Nemo. In order to participate any present of future program of Outis Nemo, Affiliate shall apply in accordance with the relevant application procedure.
2.3. Affiliate shall comply with the terms and conditions of the Agreement at all times.
2.4. Provided that Affiliate is accepted to the Affiliate Program by Outis Nemo in its sole discretion, Affiliate shall be provided with its own dashboard (hereinafter: ‘Affiliate Tool’). By using the Affiliate Tool plug-in, Outis Nemo shall provide Affiliate with a unique tracking link leading to Outis Website or any sub domains of Outis Website (hereinafter: ‘Link’ or ‘Links’). Affiliate shall display the Link in its own website (hereinafter: ‘Affiliate Website’) or any other platform accepted priorly in writing by Outis Nemo. The Link will serve to identify Affiliate as a member of the Affiliate Program. Affiliate shall be obligated to cooperate with Outis Nemo in order to establish and maintain such Links. The Links may be amended and/or expanded at any time in the course of the term of the present Agreement pursuant to the mutual agreement of the Parties.
2.5. Outis Nemo in its sole discretion may provide Affiliate with graphics, logos, textual images or codes (hereinafter: ‘Outis Trademarks’). Affiliate shall be entitled to use Outis Trademarks in accordance with point 6. of the present Agreement.
2.6. Any breach of the Agreement concerning the Links or the Outis Trademarks shall be deemed as material breach of the Agreement. Affiliate shall be held accountable for any damage arising from its breach of the provisions concerning the Links and Outis Trademarks.
3. USER TRACKING
3.1. Provided that a third person visit Outis Website by clicking on the Link made available by Affiliate (hereinafter: ‘Referred User’), the Referred User shall be linked with the Affiliate for a certain period of time (hereinafter: ‘Tracking Period’). If the Referred User place a valid purchase on Outis Website concerning the Outis Services (hereinafter: ‘Valid Purchase’) within the Tracking Period, the Referred User shall be assigned to the Affiliate (hereinafter: ‘Assigned Customer’) and Affiliate shall be entitled to a certain amount of commission fee (hereinafter: ‘Commission Fee’). Outis Nemo shall provide information to Affiliate in the Affiliate Tool concerning the number of Affiliate’s Assigned Customer.
3.2. Provided that a Referred User does not make any Valid Purchase within the Tracking Period, Affiliate shall not be entitled to any Commission Fee, even if the Referred User makes a Valid Purchase subsequent to the expiration of the Tracking Period.
3.3. Outis Nemo uses cookies in order to track the Valid Purchases made by Referred User in the course of the Tracking Period. Cookies are small data files that are transferred to the Referred User’s computer via the Outis Website, upon using the Outis Website and are saved and stored by the Referred User’s internet browser. Affiliate is forbidden to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred User’s knowledge.
3.4. Each Tracking Period shall expire according to the information provided in the Affiliate Tool from the date the Referred User clicked on the Link made available by Affiliate. Outis Nemo shall be entitled to amend the length of the Tracking Period unilaterally.
3.5. Cookies used as part of the Affiliate Tool have a set duration. Provided that a Referred User clears their cookies in the course of the Tracking Period, Outis Nemo shall not be liable for any Commission Fee that may have been owed to Affiliate.
3.6. Outis Nemo in its sole discretion may provide Affiliate with certain coupon code in the Affiliate Tool. Provided that a third person made a Valid Purchase by using the coupon code of Affiliate, that certain third person shall be assigned to Affiliate, therefore that certain third person shall be deemed as an Assigned Customer of Affiliate.
4. COMMISSION FEE
4.1. Affiliate shall be entitled to a Commission Fee for every Valid Purchase made by an Assigned Customer. The amount or the rate of the Commission Fee (hereinafter: ‘Commission Rate’), for which the Affiliate is entitled, shall be indicated in the Affiliate Tool. Outis Nemo shall be entitled to amend the Commission Rate in its sole discretion.
4.2. It is in Outis Nemo’s sole discretion to decide whether Affiliate is entitled to a Commission Fee for subsequent Valid Purchases made by the same Assigned Customer. It is in Outis Nemo’s sole discretion as well to decide whether to set an upper limit of Commission Fee (hereinafter: ‘Commission Fee Limit’) - for which the Affiliate is entitled - from the Valid Purchases made by the same Assigned Customer. Provided that Outis Nemo decides to set Commission Fee Limit, Outis Nemo shall indicate the rate of the Commission Fee Limit in the Affiliate Tool.
4.3. Affiliate shall only be entitled to the Commission Fee if the following conditions are fulfilled:
· Affiliate has a valid payment information and method in the Affiliate Tool;
· Assigned Customer provide a valid payment for every of its Valid Purchases;
· Assigned Customer remains in compliance with Outis Terms and all applicable policies or guidelines of Outis Nemo that are applicable at the time until the due Commission Fee is paid to the Affiliate.
5. PAYMENT
5.1. Outis Nemo shall notify Affiliate on the due Commission Fee within 15 (fifteen) days from the end of the reference month (hereinafter: ‘Commission Notification’). Outis Nemo shall determine the due Commission Fee in EUR currency, however, Outis Nemo shall be entitled to determine in its sole discretion the due Commission Fee in other valid currencies as well.
5.2. Affiliate shall issue an invoice in EUR currency on the due Commission Fee (hereinafter: ‘Commission Invoice’) within 21 (twenty-one) days from the Commission Notification. The billing information of Outis Nemo is as follows:
company name: Outis Nemo Ltd.
address: Hungary, 1126 Budapest, Hollósy Simon utca 3.
tax number: 26302584-2-43
Provided that Affiliate does not issue the Commission Invoice within the deadline set out above, it shall be deemed that Affiliate forfeits the due Commission Fee.
5.3. Outis Nemo shall pay the due Commission Fee in EUR currency (hereinafter: ‘Commission Payment’) within 15 (fifteen) days from the issue date of the Commission Invoice to the bank account number of Affiliate defined in the Affiliate Tool (hereinafter: ‘Affiliate Bank Account’). Provided that the Commission Payment can not be performed to the Affiliate Bank Account, Outis Nemo shall immediately notify Affiliate thereof. Affiliate shall provide a new Affiliate Bank Account within 21 (twenty-one) days from the notification of Outis Nemo, otherwise it shall be deemed that Affiliate forfeits the due Commission Fee.
5.4. Provided that the Commission Payment requires a further interaction from Affiliate, Outis Nemo shall immediately notify Affiliate thereof. Should Affiliate failed to provide the required interaction within 2 (two) days from the notification of Outis Nemo, it shall be deemed that Affiliate forfeits the due Commission Fee.
5.5. Affiliate shall bear all the costs and expenses of Outis Nemo arising in connection with the Commission Payment (hereinafter: ‘Payment Expenses’). Outis Nemo shall be entitled to deduct the amount of the Payment Expenses from the due Commission Fee.
5.6. Affiliate shall be responsible for the payment of all taxes and expenses applicable to the paid Commission Fee. Outis Nemo disclaims all liability arising from Affiliate’s failure to pay the taxes and expenses applicable to the paid Commission Fee.
5.7. Provided that Affiliate change the Affiliate Bank Account, Affiliate shall immediately notify Outis Nemo thereof by providing the new valid Affiliate Bank Account. Outis Nemo shall not be held liable for any damage suffered by Affiliate due to Affiliate’s failure to notify Outis Nemo on the abovementioned.
5.8. Outis Nemo shall be entitled to set a payment threshold rate (hereinafter: ‘Payment Threshold’) in its sole discretion. Provided that Outis Nemo decides to set a Payment Threshold, the due Commission Fee shall be payable only if it exceeds the rate of the Payment Threshold. The rate of the Payment Threshold shall be indicated in the Affiliate Tool.
5.9. Outis Nemo reserves the right to suspend the Commission Payment at any time and indefinitely if
· Outis Nemo suspects improper or illegal activity, or a potential breach of the terms of the Agreement by Affiliate or its Assigned Customer;
· Affiliate alters the Link in any way;
· Affiliate and its Assigned Customer are being operated by the same person or entity;
· the Valid Purchase of the Assigned Customer is subject to a refund in accordance with Outis Terms;
· Outis Nemo suspects that Affiliate artificially submitting Referred Users.
6. LICENSE OF USE
6.1. Outis Nemo declares and guarantees that Outis Nemo is entitled to dispose of the Outis Trademarks as the sole owner of the property rights of Outis Trademarks. Furthermore, Outis Nemo declares that the Outis Trademarks are free of any litigation, claim and encumbrance.
6.2. Outis Nemo shall grant Affiliate the licenses of use (hereinafter: ‘License of Use’) – except the right to adapt – set out in Section § 17 of Act LXXVI of 1999 on Copyright concerning the Outis Trademarks. Affiliate shall be entitled to exercise its License of Use for the sole purpose of promoting Outis Services.
6.3. Affiliate shall not be entitled to exercise its License of Use for purposes other than promoting Outis Services without obtaining the express prior written consent of Outis Nemo. Affiliate is forbidden to exercise its License of Use in a manner which is disparaging, or which otherwise portrays Outis Nemo in a negative light. Affiliate shall not be entitled to amend, modify or change the Outis Trademarks in any way.
6.4. Affiliate shall not be entitled to transfer the License of Use to any third party without a prior written consent of Outis Nemo. It is the sole discretion of Outis Nemo whether it consents to the transfer of the License of Use.
6.5. Outis Nemo shall be entitled – in its sole discretion – to revoke the License of Use at any time by providing a written notice to the Electronic Address of Affiliate. Provided that the License of Use has not been revoked during the period of the Agreement, the License of Use may terminate upon the termination of the Agreement.
6.6. Outis Nemo continues to be entitled to use, exploit, possess the Outis Trademarks and to transfer the License of Use to any third person as well.
6.7. Affiliate shall grant Outis Nemo a license to utilize Affiliate’s name, titles, logos and any trademarks (hereinafter: ‘Affiliate Trademarks’) for advertising, marketing and promotion purposes. Outis Nemo are entitled, however not required to utilize the Affiliate Trademarks. The license to use the Affiliate Trademarks shall terminate upon the termination of the Agreement. Affiliate declares that it is the sole and exclusive owner of the Affiliate Trademarks and has the power to grant the license to Outis Nemo to utilize the Affiliate Trademarks.
6.8. Affiliate shall be obligated to indemnify and hold Outis Nemo harmless against any damage, claims, actions, liabilities (hereinafter: ‘Claims’) if Outis Nemo’s license to use Affiliate Trademarks violates any trademark, copyright, intellectual property right of any third party.
7. CONFIDENTIALITY
7.1. Confidential information (hereinafter: ‘Confidential Information’) shall mean all non-public information or materials, including information and materials disclosed prior to the date of Affiliate’s application, that are not specifically marked as non-confidential, orally described as confidential, or should reasonably be understood to be confidential. If Affiliate cannot without any doubt decide whether a certain piece of information is confidential or not, or Affiliate has deviating understanding thereof, all such information it is to be considered as confidential. However, Confidential Information does not include anything that (i) was previously known to Affiliate without any confidentiality obligation, (ii) is or becomes publicly known through no wrongful act of Affiliate, (iii) was rightfully received from a third party without any confidentiality obligation to that third party, or (iv) was independently developed by Affiliate without using any Confidential Information.
7.2. By participating in the Affiliate Program, Affiliate undertakes to protect Confidential Information disclosed by Outis Nemo by (i) not disclosing it to third parties, (ii) preserving its confidentiality with the same level of care it applies to its own similar types of Confidential Information, and always taking reasonable steps to preserve confidentiality, and (iii) using it only to perform its obligations arising from the Agreement.
7.3. Affiliate may, without breaching the present Agreement, disclose Confidential Information disclosed by Outis Nemo to the extent required to comply with a court order or applicable law or regulation. If Affiliate becomes subject to such a requirement, it must notify Outis Nemo as soon as possible and, in any case, before Affiliate makes the required disclosure, Affiliate cooperates with Outis Nemo to seek a protective order or similar protection for its Confidential Information. Affiliate will disclose only such information as is legally required and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed.
8. WARRANTIES, DISCLAIMERS, AND LIABILITY
8.1. Affiliate warrants that (i) it has all the sufficient permissions to participate in the Affiliate Program (ii) its participation in the Affiliate Program does not infringe any right of third parties or any contract or agreements concluded with a third party (iii) it is in compliance with any law, regulations or policies which may be applicable on Affiliate’s participation in the Affiliate Program (iv) it provides real data and documents when completing and submitting the Registration Form or when providing the Requested Documents to Outis Nemo (v) it is not engaged in any illegal activity or in any activity which may be detrimental to Outis Nemo (vi) there is no ongoing, pending or – to the best of Affiliate’s knowledge – threatened claim or litigation proceeding against Affiliate.
8.2. Affiliate shall be solely responsible for the operation, maintenance, development, amendment of Affiliate Website. Affiliate shall ensure that Affiliate Website is capable of displaying the Outis Trademarks and any matter necessary for Affiliate to perform its obligations arising from the Agreement. Affiliate shall ensure that Affiliate Website does not violate any rights of third parties and the content displayed thereat are not contrary to any applicable law, regulation or policy. Outis Nemo disclaims all liability and responsibility arising from Affiliate’s infringement on the present point of the Agreement.
8.3. Affiliate shall be obligated to indemnify and hold Outis Nemo harmless against any Claims from third party if such Claims are based upon or arising from (i) Affiliate participation in the Affiliate Program (ii) Affiliate’s non-compliance with the Agreement (iii) Affiliate’s breach of the Agreement (iv) Affiliate’s use of the Affiliate Tool (v) Affiliate’s License of Use. Provided that Outis Nemo becomes aware of such Claims, it shall notify Affiliate within 30 (thirty) days thereof. Upon the request and the expense of Affiliate, Outis Nemo shall provide Affiliate with all the reasonable documents and information which may assist Affiliate to settle such Claims.
8.4. Provided that Affiliate breaches or violates the present Agreement, Outis Nemo shall reserve the right to immediately exclude Affiliate from the Affiliate Program and to terminate the present Agreement with immediate effect. Should the Agreement terminate due to the breach or violation of Affiliate, Affiliate forfeits the Commission Fee for which it is entitled.
8.5. Outis Nemo does not undertake any express or implied warranties or guarantees concerning the Affiliate Program, the Outis Website or any Outis Services sold via the Affiliate Program. Outis Nemo does not guarantee that the Affiliate Tool or the Outis Website will be uninterrupted, error free or available all the time. Outis Nemo disclaim any warranties concerning the reliability, security, timeliness and performance of the Outis Website, Outis Services or the Affiliate Tool.
8.6 Affiliate shall use the Outis Website, the Affiliate Tool at its own sole risk. Outis Nemo shall not be liable for any harm resulting from Affiliate’s participation in the Affiliate Program, or from the use of Outis Website or any services provided therein. Furthermore, Outis Nemo shall not be liable for any damage arising from the illegal conduct of third parties, including other Affiliates or regarding the Affiliate Program or Outis Services.
8.7. Outis Nemo shall not be liable for any damage, loss of profit, data or revenue (hereinafter: ‘Damage’) arising in connection with the Agreement, the Affiliate Program, the use of Outis Trademarks or the Affiliate Tool. Moreover, Outis Nemo shall not be held liable for any Damage resulting from the downtime or unavailability of Outis Website, the Affiliate Tool or the Affiliate Program.
8.8. Outis Nemo’s total liability arising from the Agreement and the Affiliate Program shall not exceed the total Commission Fee which Affiliate have earned in the 3 (three) month period prior to the event resulting the liability of Outis Nemo.
8.9. Delay in exercising any right or remedy or failure to object by Affiliate shall not be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be deemed as a waiver of any right or remedy on any future occasion.
9. AMENDMENT OF THE AGREEMENT
9.1. Outis Nemo shall be entitled to amend the present Agreement at any time in its sole discretion. The amendment of the present Agreement shall take effect when posted on the Outis Website. Outis Nemo shall immediately notify Affiliate on the amendment of the Agreement via the Electronic Address of Affiliate.
10. TERM AND TERMINATION OF THE AGREEMENT
10.1. The present Agreement shall enter into force upon Outis Nemo notify Affiliate on the approval of its application to the Affiliate Program according to point 1.5. of the Agreement. The present Agreement shall be concluded for an indefinite period of time.
10.2. The Agreement shall cease upon its termination.
10.3. Parties shall be entitled to terminate the Agreement with immediate effect via written notice without any justification. Provided that Outis Nemo intends to terminate the Agreement, it shall send the termination notice to the Electronic Address of Affiliate. Provided that Affiliate intends to terminate the Agreement, it shall send the termination notice to the electronic mail address of Outis Nemo. The Agreement shall be deemed as terminated at 11:59 p.m. of the day when the termination notice was sent.
10.4. Provided that the Agreement is terminated, Outis shall notify Affiliate on the due Commission Fee within 15 (fifteen) days from the termination of the Agreement. Affiliate shall issue an invoice regarding the due Commission Fee within 7 (seven) days from receipt of Outis Nemo’s notification according to point 5. of the Agreement. Outis Nemo shall pay the due Commission Fee within 15 (fifteen) days from the receipt of the invoice.
10.5. Upon the termination of the Agreement by any reason, Affiliate shall immediately cease the exercise of the License of Use and delete the Affiliate Tool and the Outis Trademarks which Outis Nemo made available to Affiliate for its participation in the Affiliate Program.
10.6. Point 7., 8., 11., 13., 14., 15., 20. of the Agreement shall be deemed as valid and effect subsequent to the termination of the Agreement.
11. NOTICES
11.1. Parties shall contact each other during the term of the Agreement via electronic e-mail address. Outis Nemo shall send any claim, notice or information to the Electronic Address of Affiliate. Affiliate shall send any notice or information to the electronic mailing address support@kameleo.io of Outis Nemo set forth in the present section of the Agreement.
11.2. Provided that Affiliate intends to establish a claim against Outis Nemo based on the present Agreement, Affiliate shall send its claim and any related documents (hereinafter: ‘Claim Notice’) in writing to the address of Outis Nemo as follows:
company name: Outis Nemo Ltd.
address: Hungary, 1126 Budapest, Hollósy Simon utca 3.
11.3. The Claim Notice shall be deemed as delivered as of the date of actual receipt.
12. FORCE MAJEURE
12.1. Neither Party shall be liable for the failure to perform its obligation arising from the present Agreement, if the default or the failure of the performance results from a force majeure (hereinafter: ‘Force Majeure’). Force Majeure shall mean such events or cases which occur unavoidably and on which the Parties have no influence. Such cases – especially but not exclusively – are explosions, natural disasters, riot, acts of terrorism, sabotage, revolution or war.
12.2. The Force Majeure shall be in a direct connection with the breach of the Agreement. Parties are entitled to refer to the Force Majeure only if they notify each other on the cause and the potential time period of the Force Majeure. In case of a Force Majeure, Parties are obligated to seek an alternative solution which may allow the performance of their obligations set forth in the present Agreement.
13. ASSIGNMENT OF CLAIM
13.1. Affiliate shall not be entitled to assign any of its claim arising from the present Agreement to a third party without the prior written consent of Outis Nemo. It is the sole discretion of Outis Nemo whether it consents to Affiliate’s assignment of claim.
13.2. Outis Nemo shall be entitled to assign any of its claim arising from the present Agreement to a third party without the prior written consent of Affiliate. Provided that Outis Nemo assigns any of its claim arising from the present Agreement, it shall immediately notify Affiliate thereof.
14. TRANSFER OF RIGHTS
14.1. Affiliate shall not be entitled to transfer any of its right arising from the present Agreement to a third party without the prior written consent of Outis Nemo. It is sole discretion of Outis Nemo whether it consents to Affiliate’s transfer or rights.
14.2. Outis Nemo shall be entitled to transfer any of its right arising from the present Agreement to a third party without the prior written consent of Affiliate. Provided that Outis Nemo transfers any of its right arising from the present Agreement, it shall immediately notify Affiliate thereof.
15. DISPUTE RESOLUTION
15.1. Provided that any dispute emerges in connection with the Agreement, the Parties shall intend to settle their disputes in a peaceful manner via negotiation. If the Parties cannot resolve their disputes in a manner set out above, the Parties stipulate the competence of the Budapest District Court for the II. and III. Districts (Hungary) or the Székesfehérvár Regional Court (Hungary).
16. ENTIRE AGREEMENT
16.1. The present Agreement is the entire agreement between Outis Nemo and Affiliate concerning Affiliate’s participation in the Affiliate Program. The Agreement shall supersede any prior electronic, written or oral agreement or proposals between Parties concerning the subject of the Agreement. Outis Nemo explicitly rejects any additional terms or conditions proposed by Affiliate.
17. PARTICULAR INVALIDITY
17.1. Provided that any provision of the Agreement is determined to be invalid, null and void, or unenforceable by an applicable act, the invalid, null and void, or unenforceable provision shall be deemed as superseded by a valid, enforceable provision which closely matches the intent of the original provision. The provisions of the Agreement which are not affected by particular invalidity shall remain valid and enforceable.
18. RELATIONSHIP OF THE PARTIES
18.1. Parties declare that the present Agreement will not create any franchise, joint venture, partnership, agency or employment relationship between the Parties. Affiliate shall not be entitled to act on behalf of Outis Nemo. Parties shall be entitled to continue their business activities and to conclude other contracts or agreements with other third parties.
19. AUTHORITY
19.1. Outis Nemo declares that it is a legal person duly incorporated under the laws of Hungary, and its competence to conclude the present Agreement is not limited. If Affiliate is a Natural Person, Affiliate declares that he/she is at least 18 (eighteen) years of age with full legal capacity to conclude the present Agreement. If Affiliate is a Business Entity, Affiliate declares that it is duly incorporated or registered and its competence to conclude the present Agreement is not limited.
20. GOVERNING LAW
20.1. The present Agreement shall be governed by the laws of Hungary.