Terms and Conditions

1.1 'Affiliate' shall mean any natural and/or legal person whom after having entered into GURU REVENUE's Terms and Conditions, makes space, inter alia, on their homepage, website, other media platform or email available to GURU REVENUE for the marketing of GURU REVENUE's business.

1.2 'Affiliate Account' shall mean the affiliate account the Affiliate has with GURU REVENUE.

1.3 'Affiliate Program' shall mean the marketing program set out and provided by GURU REVENUE for the marketing of its business through membership by Affiliates.

1.4 'Bingo Revenue Share' shall mean all gross monies received from bingo and other games by GURU REVENUE from Players and/or Users in deposits after deducting any payouts made by GURU REVENUE to Players and/or Users.

1.5 'Casino Revenue Share' shall be based on the net revenue received from casino games by GURU REVENUE for Players and/or Users. The net revenue shall be calculated on a daily basis in accordance with the following formula: all gross monies received by GURU REVENUE from Players and/or Users through GURU REVENUE's promoted websites, less monies paid out to Players and/or Users as winnings, less any charge backs and bonuses paid out to Players and/or Users.

1.6 'Confidential Information' shall mean any information of a commercial value, essential for any of the Parties, such as, but not limited to, technology, market and business information, financial reports, know-how, trade secrets, products, processes, business strategies, information concerning research, databases, Players and/or Users data, supplier lists, marketing plans, product development, manner of operation or financial condition or prospects.

1.7 'CPA' shall mean the one-off payment payable by Guru Revenue to the Affiliate for each and every Player and/or User.

1.8 'Intellectual Property Rights' shall mean any rights in computer software (including source codes) rights in databases, rights in know-how, design rights, topography rights, copyrights, trademarks, domain names, utility models, brands, business names, registration of and application to register any of the aforesaid rights and any other intellectual property rights.

1.9 'Player and/ or User' shall mean a new customer sent to any of GURU REVENUE's websites via the links on the Affiliate's website who makes a deposit in accordance with the terms and conditions as may be imposed by GURU REVENUE from time to time.

1.10 'Promoted Websites' shall mean the websites of GURU REVENUE as may be indicated to the Affiliate from time to time.

2.1 Promotional Links

2.1.1 GURU REVENUE will provide the Affiliate with the promotional links which it wishes to have displayed on the Affiliate's website (hereinafter referred to as the 'Links') and with all such banners, pictures and other media articles which can be found in the GURU REVENUE affiliation backend (hereinafter referred to as the 'Media Articles'). GURU REVENUE reserves the right to change and update such Links and Media Articles from time to time.

2.2 Payment

2.2.1 GURU REVENUE shall pay the Affiliate according to the conditions set forth in Clause 4 hereof.

2.3 Registration of the Affiliate's Players and/or Users

2.3.1 GURU REVENUE shall register the Players and/or Users. GURU REVENUE reserves the right to reject any Players and/or Users, and/or to cancel any Player and/or User's accounts if necessary, in order to ensure the compliance of the Player and/or User terms and conditions as set out on GURU REVENUE websites.

3.1 Unique account

3.1.1 Upon acceptance to join the Affiliate Program, the Affiliate is only allowed to create one (1) unique Affiliate Account. No Affiliate is permitted to create more than one (1) account. In the event that a duplicate Affiliate Account is discovered, GURU REVENUE reserves the right to cancel all accounts the Affiliate has registered with GURU REVENUE. This shall be viewed as a material breach of the Affiliate terms and conditions and the provisions of Clause 10 shall apply.

3.2 Non-exclusive rights

3.2.1 This Agreement does not grant any exclusive rights or privileges to the Affiliate. The Affiliate shall not have any right to any players and/or users of GURU REVENUE that have not been referred to GURU REVENUE by the Affiliate.

Online information and access to GURU REVENUE promotions

3.3.1 The Affiliate shall be entitled to the online access of the Affiliate Account, which will permit the Affiliate to obtain:
i) links to GURU REVENUE's products;
ii) a selection of promotional marketing tools (banners, landing pages, etc); and
iii) information and reports about the Players and/or Users sent to the GURU REVENUE's websites through the Links and conversion statistics.

3.3.2 During the term of this Agreement, the Affiliate shall prominently incorporate and display the most up-to-date Links and Media Articles supplied to the Affiliate by GURU REVENUE, in a manner and location agreed between the Affiliate and GURU REVENUE and the Affiliate shall not alter the form, location or operation of the Links and / or Media Articles without GURU REVENUE's prior written consent. If the Affiliate fails to display the Links and/or Media Articles of the promoted GURU REVENUE products as agreed with GURU REVENUE, GURU REVENUE may terminate this Agreement immediately without notice.

3.3.3 The Affiliate agrees to give GURU REVENUE all reasonable assistance in respect of the display, access to, transmission and maintenance of the Links and Media Articles.

3.4 Good Faith

3.4.1 The Affiliate will not generate artificial (including BOTS) and/or fraudulent traffic. GURU REVENUE reserves the right to retain and to not pay any amount that GURU REVENUE in its discretion considers has been generated in an artificial and/or fraudulent way.

3.4.2 Neither the Affiliate nor the Affiliate's direct relatives are eligible to become customers of GURU REVENUE websites and shall not be considered as Players and/or Users and consequently the Affiliate shall not be entitled to receive any payment or remuneration from GURU REVENUE for the referral of such relatives or friends. Direct relatives in this context shall include spouse, partner, parent, child or sibling.

3.4.3 The Affiliate shall ensure that no link of the GURU REVENUE's promoted websites will be placed on websites aimed at persons under the age of eighteen (18) years.

3.4.4 The Affiliate is not entitled to offer any person or entity any consideration or incentive for using, directly or indirectly, GURU REVENUE's promoted websites without express written approval from GURU REVENUE.

3.4.5 The Affiliate shall not:
i) in any way modify, redirect, suppress or substitute the operation of any button, link, or of any other interactive feature of GURU REVENUE's promoted websites;
ii) engage in transactions of any kind on GURU REVENUE's promoted websites on behalf of any third party, or authorise, assist or encourage any other person or entity to do so; nor
iii) take any action that could reasonably cause any end-user confusion as to GURU REVENUE's relationship with the Affiliate, or as to the website on which any functions or transactions are occurring.

3.4.6 In general terms, the Affiliate shall not be allowed to provide its service in a different way to what is established in this Agreement without GURU REVENUE's prior written consent.

3.4.7 GURU REVENUE determines, in its sole discretion, whether the Affiliate has engaged in any of the foregoing activities or doubtful patterns outlined in the above list, which list the Affiliate acknowledges and accepts is not limitative.

3.4.8 The Affiliate is not allowed to issue any press releases referring to GURU REVENUE without prior consent from GURU REVENUE.

3.4.9 In the event that GURU REVENUE discovers that the Affiliate is in breach of the terms of this Agreement, or takes any action which would put GURU REVENUE or any of its related entities in breach of any advertising codes applicable under the applicable regulations, or takes any action that would put GURU REVENUE or any of its related entities in breach of any applicable regulations laid down by the respective regulatory authorities or any other applicable rules, without prejudice to any other rights or remedies available to it, GURU REVENUE will be entitled to:
(i) take such measures as to render inoperative the Links used by the Affiliate; and /or
(ii) withhold any monies otherwise payable to the Affiliate; and/or
(iii) close the Affiliate Account; and /or
(iv) immediately terminate this Agreement without giving any prior notice.

3.5 Confidentiality

3.5.1 For the term of this Agreement, the Affiliate may receive Confidential Information in relation to business, operations or technology from GURU REVENUE. The Affiliate specifically agrees not to reveal or disclose in any manner such Confidential Information.

Casino sites

4.1 The Affiliate shall be entitled to indicate on the application form to join GURU REVENUE's Affiliate Program which payment option the Affiliate prefers. Should the Affiliate select as the Affiliate's preference a share of the revenue, such payment shall be made in accordance with Clause 4.2 hereof. Should the Affiliate indicate as the Affiliate's preference CPA payments, such payment shall be made in accordance with Clause 4.3 hereof.

4.2 In the event that the Affiliate has indicated in the application form that the Affiliate's payment preference is to receive a share of the revenue, GURU REVENUE shall, subject to Clause 4.6 hereof, pay to the Affiliate the currently published percentage (as detailed on the commission page of the Affiliate Account) of the Casino Revenue Share received during the term of this Agreement.

4.3 In the event that the Affiliate has indicated in the application form that the Affiliate's payment preference is to receive CPA payment, GURU REVENUE shall, subject to Clause 4.6 hereof, pay to the Affiliate a CPA payment, in accordance with the agreed CPA commission, inclusive of any Value Added Tax which may be applicable.

4.4 Persons which/who operate cashback/vouchers and other incentivized websites, and who/which are interested in joining the Affiliate Program, shall only be permitted to run the Affiliate Program with written approval from GURU REVENUE. Should GURU REVENUE discover that the Affiliate operates incentives from the Affiliate's websites without the written approval of GURU REVENUE, GURU REVENUE shall be entitled to immediately terminate this Agreement and GURU REVENUE will be removed from the Affiliate Program.

4.5 In the event that the Affiliate is duly authorized by GURU REVENUE to operate cashback/voucher and /or incentivized websites in terms of Clause 4.4 hereof, the Affiliate shall be offered a reduced CPA payment which payment shall be based on the volume and quality.

4.6 GURU REVENUE shall provide the Affiliate with statements detailing the number of Players and/or Users and the Affiliate's share of the Casino Revenue Share and/or CPA Payments (as appropriate), if any, which have accrued to the Affiliate over the course of the calendar month, which statements are accessible through the GURU REVENUE website (campaign statistics). Such statements shall be updated daily. At the end of a calendar month, GURU REVENUE shall record the total share due to the Affiliate in respect of the percentage of the Casino Revenue Share and/or CPA Payments (as appropriate), if any, during the previous calendar month. In the event that the share of the Casino Revenue Share in any calendar month to which the Affiliate is entitled is a negative amount, it will not be carried forward to the next month. In the event that the total share due to the Affiliate does not exceed fifty British Pounds (£50.00), GURU REVENUE shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the share of the Casino Revenue Share due to the Affiliate (including such carried forward sum) exceeds fifty British Pounds (£50.00), at which time payment shall be made in accordance with Clause 4.7 hereof.

For the avoidance of doubt, the Affiliate shall only be entitled to receive payment in terms of this Clause 4 when there is a positive balance and such positive balance is greater than fifty British Pounds (£50.00) in any given month.

4.7 Subject to Clause 4.6 above, at the end of a calendar month, the Affiliate may raise an invoice for the relevant percentage of the Casino Revenue Share or CPA Payments (as appropriate) payable by GURU REVENUE to the Affiliate, which invoice shall be paid within forty five (45) days of receipt of the same by GURU REVENUE. GURU REVENUE hereby confirms that raising such an invoice is not a requirement as the relevant percentage of the Casino Revenue Share or CPA Payments (as appropriate) to which the Affiliate is entitled and which is payable by GURU REVENUE shall be automatically raised and paid out (in accordance with Clause 4.6 above) within sixty (60) days. Such Casino Revenue Share shall be paid in British Pounds, inclusive of any Value Added Tax which might be applicable.

4.8 If an error is made in the calculation of the Affiliate's share of the Casino Revenue Share or CPA Payments (as appropriate) , GURU REVENUE reserves the right to correct such calculation at any time and to reclaim from the Affiliate any overpayment made by GURU REVENUE to the Affiliate (including, without limitation, by way of reducing future payments which might otherwise be due to the Affiliate by GURU REVENUE from time to time). Net revenues received in currencies other than British Pounds shall be converted in accordance with GURU REVENUE's standard currency exchange policy. All payments shall be made inclusive of any Value Added Tax, which might be applicable.

Bingo and Games sites

4.1 The Affiliate shall be entitled to indicate on the application form to join GURU REVENUE's Affiliate Program which payment option the Affiliate prefers. Should the Affiliate select as the Affiliate's preference a share of the revenue, such payment shall be made in accordance with Clause 4.2 hereof. Should the Affiliate indicate as the Affiliate's preference CPA payments, such payment shall be made in accordance with Clause 4.3 hereof.

4.9 The Affiliate shall be entitled to indicate on the application form to join GURU REVENUE's Affiliate Program which payment option the Affiliate prefers. Should the Affiliate select as the Affiliate's preference a share of the revenue, such payment shall be made in accordance with Clause 4.10 hereof. Should the Affiliate indicate as the Affiliate's preference CPA payments, such payment shall be made in accordance with Clause 4.11 hereof.

4.10 In the event that the Affiliate has indicated in the application form that the Affiliate's payment preference is to receive a share of the revenue, GURU REVENUE shall, subject to Clause 4.14 hereof, pay to the Affiliate the currently published percentage (as detailed on the commission page of the Affiliate's GURU REVENUE's Affiliate Account) of the Bingo Revenue Share received during the term of this Agreement.

4.11 In the event that the Affiliate has indicated in the application form that the Affiliate's payment preference is to receive CPA payment, GURU REVENUE shall, subject the Clause 4.14 hereof, pay to the Affiliate a CPA payment, in accordance with the agreed CPA commission, inclusive of any Value Added Tax which may be applicable.

4.12 Persons which/who operate cashback/vouchers and other incentivized websites, and who/which are interested in joining the Affiliate Program, shall only be permitted to run the Affiliate Program with written approval from GURU REVENUE. Should GURU REVENUE discover that the Affiliate operates incentives from the Affiliate's websites without the written approval of GURU REVENUE, GURU REVENUE shall be entitled to immediately terminate this Agreement and GURU REVENUE will be removed from the Affiliate Program.

4.13 In the event that the Affiliate is duly authorized by GURU REVENUE to operate cash back/voucher and /or incentivized websites in terms of Clause 4.12 hereof, the Affiliate shall be offered a reduced CPA payment which payment shall be based on the volume of subscriptions provide by the Affiliate and the number of deposits affected by the Players and/or Users per calendar month.

4.14 GURU REVENUE shall provide the Affiliate with statements detailing the number of Players and/or Users and the Affiliate's share of the Bingo Revenue Share and/or CPA Payments (as appropriate), if any, which have accrued to the Affiliate over the course of the calendar month, which statements are accessible through the website (campaign statistics). Such statements shall be updated daily. At the end of a calendar month, GURU REVENUE shall record the total share due to the Affiliate in respect of the percentage of the Bingo Revenue Share and/or CPA Payments (as appropriate), if any, during the previous calendar month. In the event that the share of the Bingo Revenue Share in any calendar month to which the Affiliate is entitled is a negative amount, it will not be carried forward to the next month. In the event that the total share due to the Affiliate does not exceed fifty British Pounds (£50.00), GURU REVENUE shall be entitled to withhold and carry forward such sum until the end of the first calendar month in which the share of the Bingo Revenue Share (including such carried forward sum) exceeds fifty British Pounds (£50.00), at which time payment shall be made in accordance with Clause 4.15 hereof.

For the avoidance of doubt, the Affiliate shall only be entitled to receive payment in terms of this Clause 4 when there is a positive balance and such positive balance is greater than fifty British Pounds (£50.00) in any given month.

4.15 Subject to Clause 4.14 above, at the end of a calendar month, the Affiliate may raise an invoice for the relevant percentage of the Bingo Revenue Share or CPA Payments (as appropriate) payable by GURU REVENUE to the Affiliate, which invoice shall be paid within forty five (45) days of receipt by GURU REVENUE. GURU REVENUE hereby confirms that raising such an invoice is not a requirement as the relevant percentage of the Bingo Revenue Share or CPA Payments (as appropriate) payable by GURU REVENUE to the Affiliate shall be automatically raised and paid out (in accordance with Clause 4.14 above) within sixty (60) days of the end of the relevant calendar month. Such Bingo Revenue Share or CPA Payments (as appropriate) shall be paid in British Pounds, inclusive of any Value Added Tax which might be applicable.

4.16 If an error is made in the calculation of the Affiliate's share of the Bingo Revenue Share or CPA Payments (as appropriate), GURU REVENUE reserves the right to correct such calculation at any time and to reclaim from the Affiliate any overpayment made by GURU REVENUE to the Affiliate (including, without limitation, by way of reducing future payments which might otherwise be due to the Affiliate by GURU REVENUE from time to time). Net revenues received in currencies other than British Pounds shall be converted in accordance with GURU REVENUE's standard currency exchange policy. All payments shall be made inclusive of any Value Added Tax, which might be applicable.

5.1 GURU REVENUE grants the Affiliate a non-exclusive and worldwide license to display GURU REVENUE's brand features and its related content (hereinafter referred to as 'GURU REVENUE Content') during the term of this Agreement and in accordance with the terms and conditions set forth herein. All Intellectual Property Rights and any goodwill arising in the Links and Media Articles and in all the promoted websites, associated systems and software relating to the services provided by GURU REVENUE to the Players and/or Users from time to time shall remain the property of GURU REVENUE. The Affiliate is not permitted to use GURU REVENUE Content in any way that is detrimental to GURU REVENUE or the reputation or goodwill of GURU REVENUE. The Affiliate is not permitted to alter or modify in any way the GURU REVENUE Content without the express written consent of GURU REVENUE.

5.2 Save as provided in Clause 5.1 hereof, the Affiliate shall not have any rights to any Intellectual Property Rights, including without any limitation, patents, trademarks, service marks, registered designs, copyrights, database rights, rights in design, inventions and Confidential Information, which are the property of GURU REVENUE and which are created and/or derived out of this Agreement.

5.3 Upon termination of this Agreement, the Affiliate shall return to GURU REVENUE all material and/or information pertaining or belonging to GURU REVENUE, and shall destroy in a secure manner any remaining copies of the same.

6.1 The Affiliate shall not pay GURU REVENUE any consideration for the use of the trademarks, logos, copyrights, trade names, or designations belonging to GURU REVENUE, and nothing contained in these terms and conditions shall give the Affiliate any right, title or interest in or to any of such trademarks, logos, copyrights, trade names or designations.

6.2 The Affiliate acknowledges and accepts that GURU REVENUE is the owner and shall retain the ownership of all copyrights and other proprietary rights, as well as any software supplied by GURU REVENUE, in all of the foregoing. The Affiliate shall not assert any claim or interest in or to any trademark, trade name, copyright, service mark or logo belonging or licensed to GURU REVENUE, or do anything to adversely affect their validity or enforceability. This includes any act or assistance to any act that may infringe, or lead to the infringement of, any software copyright.

6.3 Without limiting the generality of the above terms, the Affiliate shall not itself attempt, or assist any third party in attempting, to register any trademark, trade name or other proprietary right with any governmental agency (federal, provincial, local or otherwise) or with any other entity or authority, without the express, unequivocal and unambiguous prior written consent of GURU REVENUE. The Affiliate shall not attach any additional trademarks, logos or trade designations to any software pertaining or belonging to GURU REVENUE and shall ensure that none of the trademarks (or any variations thereof) appear in any portion of the Affiliate's name, or any name under which the Affiliate conducts business. The Affiliate shall not affix a trademark, logo or trade name of GURU REVENUE to any non-GURU REVENUE product. The Affiliate shall not alter, erase, deface or overprint any notice of proprietary rights on anything provided by GURU REVENUE.

Pay Per Click (PPC) Conditions and Restrictions including Brand Bidding

6.4 The Affiliate shall not drive pay-per-click traffic to GURU REVENUE's brand name and/or any variation thereof, via any search engine, directory or online database, by bidding on the registered brand term or any of its variables in the title, description or advertisement. The Affiliate shall not drive traffic directly to GURU REVENUE websites without the use of the Affiliate's website.

This specifically includes but is not limited to: GuruPlay Casino
GuruPlay Roulette
GuruPlay Blackjack
GuruPlay Poker
GuruPlay Bingo

7.1 The Affiliate hereby represents and warrants to GURU REVENUE that:
(i) the Affiliate has sufficient authority to enter into this Agreement;
(ii) the Affiliate's website/s shall be used for the services agreed under this Agreement and the Affiliate further warrants that the said Affiliate's website/s does/do not, and will not, at all times, infringe any copyright, trade secret, trademark, or other personal or proprietary right, held by any third party;
(iii) the Affiliate hereby warrants that its website/s does/do not, and will not, contain any messages, data, images or programs which are, by law, defamatory, obscene, profane or pornographic.

7.2 The Affiliate will indemnify on demand and hold harmless GURU REVENUE and each of its associates, officers, directors, employees, agents, shareholders and partners and any related entities from and against any and all losses, demands, claims, liabilities, damages, costs, actions or cause of actions and expenses (including, without limitation, consequential losses and loss of profit, reasonable legal costs and expenses and any Value Added Tax applicable thereon)) suffered or incurred, directly or indirectly, by GURU REVENUE and each of its associates, officers, directors, employees, agents, shareholders and partners and any related entities in consequence of any breach, non performance or non observance by the Affiliate of any of the obligations or warranties on the part of the Affiliate in terms of this Agreement.

8.1 GURU REVENUE makes no representation that the operation of GURU REVENUE's promoted websites will be uninterrupted or error-free and GURU REVENUE shall not be liable for the consequences of any interruptions or errors.

9.1 Nothing in this Clause 9 shall limit GURU REVENUE's liability for death or personal injury resulting from GURU REVENUE's negligence or from fraud.

9.2 GURU REVENUE shall not be liable, in contract, tort (including without limitation negligence) or for breach of statutory duty or in any other way for: -
i) loss of revenues, profits, contracts, business or anticipated savings;
ii) any loss of goodwill or reputation;
iii) any indirect or consequential losses;
iv) in any case, whether or not such losses were within the contemplation of the Parties at the date of this Agreement, or any other matter under this Agreement.

9.3 GURU REVENUE's liability shall not, in any event, exceed the sum of the total monies paid by GURU REVENUE to the Affiliate pursuant to Clause 4 hereof over the six (6) month period preceding the date on which such liability was accrued.

10.1 This Agreement shall start on the date that GURU REVENUE notifies the Affiliate that the Affiliate's application has been successful.

10.2 The Affiliate may bring the term to an end with immediate effect by written notice to GURU REVENUE if: -
i) GURU REVENUE commits a breach of its material obligations under this Agreement and in the case of a remediable breach, GURU REVENUE's failure to remedy same within fifteen (15) days of the date of receipt of notice of such material breach from the Affiliate;
ii) GURU REVENUE becomes insolvent or unable to pay its debts, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, or if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.

10.3 Subject to Clause 10.2 and Clause 11.2 hereof, the Affiliate may terminate this Agreement on delivery of four (4) weeks' prior written notice to GURU REVENUE.

10.4 GURU REVENUE may terminate this Agreement at any time and for any reason immediately by giving written notice to the Affiliate. Provided that, GURU REVENUE may terminate this Agreement with immediate effect and without the need to give written notice to the Affiliate in the event of a breach of Clause 3.3.2, Clause 3.4.9, Clause 4.4 and Clause 4.11 hereof, in the event of fraud on the part of the Affiliate and as otherwise provided in this Agreement.

10.5 Saving those clauses the survival of which is necessary for the interpretation and/or enforcement of this Agreement which will continue to have effect after the termination of this Agreement, the Parties shall have no further obligations or rights under this Agreement after the termination thereof, without prejudice to any obligations or rights which may have accrued to either Party at the time of the termination of this Agreement.

10.6 At the end of the term, the Affiliate shall remove all the authoring marketing tools, and all the Links and Media Articles of GURU REVENUE's promoted websites.

10.7 At the termination of this Agreement: -
i) all the rights and licenses given to the Affiliate by GURU REVENUE in accordance with the terms of this Agreement, shall cease immediately;
ii) The Affiliate will have no right to receive further payments from GURU REVENUE.

10.8 The Affiliate agrees that GURU REVENUE shall be entitled to deduct, from any payment to be made by GURU REVENUE to the Affiliate in terms of Clause 4 hereof, any amount payable by the Affiliate to GURU REVENUE in consequence of any breach by the Affiliate of this Agreement.

11.1 This Agreement replaces all previous terms and conditions of GURU REVENUE's Affiliate Program.

11.2 GURU REVENUE reserves the right to change, modify, add or remove all or any part of this Agreement at any time. Notice of any changes will be given by message sent to the Affiliate's email address five (5) days in advance of any such changes. If the Affiliate does not agree to the changes the Affiliate should terminate this Agreement in accordance with Clause 10.3 hereof. Provided that, any changes to the payment terms pursuant to Clause 4 hereof shall be deemed to constitute major changes. Should the Affiliate not agree with any such changes, the Affiliate shall be entitled to terminate this Agreement immediately by given written notice to GURU REVENUE. GURU REVENUE endeavours to publish details of any changes to these terms and conditions and hereby advises the Affiliate to check the terms and conditions for any changes at least once every four (4) weeks. The Affiliate's continued participation in GURU REVENUE's Affiliate Program after GURU REVENUE has posted the changes will constitute binding acceptance of such changes by the Affiliate.

11.3 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, privilege, power, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, privilege, power, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.

11.4 The Affiliate shall not without the prior written consent of GURU REVENUE assign at law or in equity (including without limitation by way of a charge or declaration of trust), sub-license or deal with this Agreement or any rights under this Agreement, or sub-contract any or all of its obligations under it, or purport to do any of the same. Any purported assignment in breach of this Clause 11.4 shall confer no rights on the purported assignee.

11.5 If any of the provisions of this Agreement should be found by any court or administrative body of competent jurisdiction to be invalid or ineffective or become invalid or ineffective, such invalidity shall not effect or impair the validity of the other provisions of this Agreement. The invalid or ineffective provision shall be replaced by a valid provision which incorporates the economic intent and purpose of the invalid or ineffective provision to the extent possible. This provision shall also apply if the Agreement contains a gap which requires an appropriate provision and shall remain in full force and effect.

12.1 The validity and interpretation of this Agreement shall be governed and construed in all respects exclusively by the laws of Malta.

12.2 The Parties shall use their best endeavors to negotiate in good faith and settle amicably and as quickly as possible any dispute or difference between the Parties related to this Agreement or a breach of it.

12.3 If no settlement can be reached through consultation within sixty (60) days after either Party has given written notice to the other Party of the existence of a dispute under this Agreement, the matter may, at the election of either Party, be brought before the competent Court of Malta which shall have exclusive jurisdiction over any disputes or differences. The Parties expressly renounce to any other jurisdiction other than Malta.