TdotUK – AFFILIATE AGREEMENT

Last Updated: 17 May, 2016

This Affiliate Agreement ( “Agreement”) is entered into as at the later of the dates set out at the end of this Agreement by and between TdotUK, LTD (“T.UK”), a private limited company, with its principal business location at Platinum House, Suite 5, 23 Hinton Rd, Bournemouth BH1 2EF, United Kingdom, and you, the company or the individual (“Affiliate” or “You”), (collectively, “the Parties”) in connection with Your use of the affiliate network owned and operated by T.UK (the “Network”), which is featured and accessible at www.t.uk (the “Site”). This Agreement sets forth the Parties’ rights and obligations regarding T.UK’s affiliate program (the “Affiliate Program”).

Notwithstanding the effective date of this Agreement, T.UK shall have sole discretion to determine the date that any Affiliate shall be permitted to participate as an Affiliate through the Affiliate Program. This Affiliate Agreement is subject to change at any time, in T.UK’s sole discretion. The latest version of this Agreement will be posted on the Site and You hereby agree to review such versions as they become available prior to using the Site and/or Affiliate Program. Your continued use of the Network and participation in the Affiliate Program after such modification constitutes Your express and/or implied consent to such changes andaffirmative agreement by You to the version of this Affiliate Agreement in effect at any such applicable time.

BY SIGNING BELOW, CHECKING THE BOX, OR CLICKING THE “ACCEPT AND CONTINUE” BUTTON, AS APPLICABLE, YOU UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (FOR EXAMPLE, YOU ARE NOT A MINOR IN YOUR JURISDICTION) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT, INCLUDING ANYAFFILIATE PROGRAM PARTICIPATION REQUIREMENTS. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORISED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.

Any insertion order (“Insertion Order” or “IO”) will be effective and enforceable only in the event that it has been first duly executed and accepted in writing and signed by a duly authorised representative or agent of T.UK, in its sole and absolute discretion. Any effective and enforceable IO shall be deemed as fully incorporated into this Agreement by reference, provided that in the event that any terms, conditions or limitations set forth in any such IO conflict with any terms, conditions or limitations set forth in this Agreement, such terms, conditions and limitations of this Agreement shall prevail and govern the entire agreement of the Parties.

I. Network and Affiliate Program. Affiliate agrees to provide the services identified and set forth in this Agreement (“Services”). In connection with the Services, T.UK shall grant to Affiliate a non-exclusive, non-transferable, revocable and limited license to: (i) participate in marketing campaigns offered through the Network (“Campaigns”); and, (ii) use, distribute, display, perform, copy, transmit, and market all the Creative Materials (as defined herein below) made available via the Network solely and exclusively in connection with Affiliate’s efforts to generate Customer Information leads (“Leads”), valid sales, or other compensable activities (“Compensable Transactions”) in connection with such Campaigns. Affiliate shall also have the opportunity to earn payments for individuals that Affiliate refers to the Network that also become Affiliates, which shall be at the sole and complete discretion of T.UK.

II. Creative Material.

(A) Use. T.UK will provide Affiliate with access to three (3) forms of advertisements for download, use, and publication by Affiliate, subject to the license set forth above and the other provisions of this Agreement. The three (3) forms of advertisements are: (i) a registration form with fields tailored to each Campaign (“iFrame Creative”); (ii) text links, banner ads, pop-ups, and other material (“Banner Ads”); and (iii) a pre-designed web page to be used with Affiliate’s chosen uniform resource locator (“URL”) (“Private Feed” and together with the iFrame Creative and Banner Ads, “Creative Material”). As set forth below, T.UK may terminate Affiliate’s license to use the Creative Material at any time, with or without notice, for any reason or no reason at all, in its sole discretion. Affiliate must obtain T.UK’s prior express written consent before publishing a Private Feed. T.UK may change or revise the Creative Material made available hereunder at any time, in its sole discretion, and Affiliate agrees to use only the most recent version of the Creative Material. Except with T.UK’s prior express written consent, Affiliate may not alter or otherwise modify the Banner Ads, iFrame, Private Feed, or other Creative Material in any way and under any circumstances, nor may Affiliate use Creative Material in any way or under any circumstances than that which is supplied by T.UK and posted on the Site and for such use as Affiliate has been given express consent by T.UK. Any such actual or attempted alteration, modification, or use will result in the immediate termination of this Agreement and consequently, Affiliate’s access to and supply of such Creative Material, without notice. T.UK retains full, exclusive and sole ownership, rights and interest in all Creative Material, and in any copyright, trademark, or other intellectual property rights in the Creative Materials and other information developed by T.UK and/or supplied to Affiliate by T.UK from time to time in connection with this Agreement. In the event that Affiliate alters or modifies the Creative Material, Affiliate shall be liable for any and all claims arising therefrom.

(B) Placement. Affiliate agrees that T.UK may, in its sole discretion, direct the placement of Creative Material. Unless such direction is given, and subject to the terms and conditions of this Agreement, the applicable Campaign, and all applicable laws, rules, and regulations, Affiliate may display the iFrame Creative and Banner Ads: (i) as often and in as many areas of the websites owned, operated or controlled by Affiliate (“Affiliate Websites”) as desired; and/or (ii) for distribution to those e-mail addresses listed in the e-mail databases owned, operated or controlled by Affiliate (“Affiliate Databases”). Notwithstanding the foregoing, Affiliate must immediately comply with any and all directions by T.UK to modify, alter, or otherwise adjust the placement, frequency, and/or other editorial decisions related to the Creative Material. Affiliate must place or use Creative Material only with the intention of delivering valid Compensable Transactions. Affiliate must immediately remove Creative Material upon receiving notice from T.UK or upon the termination or expiration of this Agreement or any applicable Campaign.

(C) Restrictions.  Affiliate is solely responsible for the development, operation, and maintenance of Affiliate Websites and all materials that appear thereon that is not provided by T.UK (“Affiliate Content”). In connection with or arising from Affiliate’s performance hereunder, Affiliate shall not (nor permit,encourage, or otherwise assist any person or entity to): (i) inflate the amount of Compensable Transactions through any deceptive or misleading practice, method, or technology (including, without limitation, through the use of any spyware, adware, device, program, robot, redirects, spiders, computer script or other automated, artificial, or fraudulent methods designed to appear like an individual, real live person performing a Compensable Transaction); (ii) accept Compensable Transactions generated from public or open proxy servers, IP addresses that have bot activity, or from pay-per-view or pay-per-surf programs; (iii) take control of a user’s computer by delivering advertisements that a user of a computer cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; (iv) install or execute on another’s computer one or more additional software program(s) without consent of the user, or if such program(s) are installed with the consent of the user, Affiliate must clearly provide instructions to disable the software, such that the software is easily identifiable and the removal can be performed without undue effort or knowledge by the user of the computer, and assistance to remove such programs as required by applicable law; (v) violate or infringe any intellectual property or proprietary right of any third party (e.g., trademarks, service marks, brand names, copyrights, etc.); or (vi) promote any Creative Material that is or is reasonably likely to: (a) contain pornographic or other sexual material; (b) promote or entice hate-mongering in any form (e.g., racial, gender, sexual orientation, religious, ethnic, political, etc.); (c) contain gratuitous displays of violence or obscenity; (d) defame, misrepresent, abuse, or threaten physical harm to others; (e) contain incentivized offers (or any appearance thereof) that induce or attempts to induce users to click on any Creative Material; (f) promote any type of illegal substance or activity; (g) be unfair, deceptive, abusive, misleading, or otherwise fraudulent; or (h) misrepresent an affiliation with a person/entity, including, without limitation, an affiliation with a credit union, or government agency.Affiliate represents and warrants that it possesses all authorizations, approvals, consents, licenses, permits, certificates, intellectual property rights or other rights and permissions necessary to display any Affiliate Content. Further, Affiliate represents and warrants that Affiliate Content will be in compliance with all applicable laws, rules and regulations, and will not include any deceptive or misleading content, and that the broadcasting, advertising, marketing, and selling of the Affiliate Content shall not violate the rights of any person or entity, nor violate any law, rule, or regulation. In the event that Affiliate provides Affiliate Content, Affiliate shall be liable for any and all claims arising therefrom.

(D) No legal advice. T.UK is not responsible for providing legal or regulatory advice to Affiliate. Affiliate is responsible for seeking its own legal or regulatory advice.

III. Tracking. T.UK will include in each of the Creative Materials a special transaction tracking code (the “Transaction Tracking Code”). Affiliate shall not modify, circumvent, impair, disable, or otherwise interfere with any Transaction Tracking Code and/or other technology or methodology required or made available by T.UK to be used in connection with any and all Creative Materials. Any and all determinations made by T.UK in connection with the Creative Materials and Compensable Transactions shall be final and binding on Affiliate. T.UK expressly reserves the right to seed applicable data in order to monitor Affiliate’s compliance with the terms of this Agreement and applicable laws, rules, and regulations.

IV. Additional Requirements. You will provide T.UK with any information that we mayrequest to verify Your compliance with this Agreement or any requirements of the Affiliate Program or Network. In addition to any other rights or remedies available to us, we may terminate this Agreement, withhold (and You agree You are not eligible for) any fees payable to You under this Agreement, or both, if we determine that You or other persons that we determine are affiliated with You or acting in concert with You (whether in respect to any existing or previously terminated account) have not complied with any requirement or restriction described in this Agreement or incorporated herein by reference, have violated any other license or agreement with T.UK. In addition, You hereby consent to T.UKsending You emails about the Program, monitoring, recording, and disclosing information about You, Your site, and visitors and other information we obtain in connection with Your participation in the Affiliate Program and Network; monitoring, crawling, or otherwise investigating Your site to verify compliance with this Agreement and any other direction provided.

V. Payment.

(A) Calculation. T.UK shall calculate Affiliate Commissions based on Compensable Transactions recorded by the Transaction Tracking Codes. T.UK shall compile, calculate, and post on the Site data derived from the Transaction Tracking Codes and supplementary sources used by T.UK to determine Commissions due to Affiliate (“Payment Data”). Any questions or disputes regarding the Payment Data must be submitted in writing to T.UKvia certified mail, addressed to Platinum House, Suite 5, 23 Hinton Rd, Bournemouth BH1 2EF within five (5) business days of the date that the Payment Data is posted on the Site; Affiliate’s failure to take the requisite action aforementioned shall be deemed as acknowledgement and accord by Affiliate that the information contained therein is accurate and has been accepted by Affiliate as undisputed.T.UK will investigate and resolve any questions or disputes related to Payment Data in its sole discretion. If, for any reason (including, without limitation, impairment of the Transaction Tracking Codes), T.UK is unable or fails to provide Affiliate with accurate and/or complete Payment Data, T.UK shall calculate Compensable Transactions (“Projected Compensable Transactions”), based upon: (i) Affiliate’s average bi-monthly Compensable Transactions recorded by T.UK for the applicable Campaign, prorated for any shorter or longer period of time, where Payment Data needed to calculate such a bi-monthly average is available; or (ii) such amount that T.UK reasonably determines is due, in its sole discretion, where Payment Data needed to calculate such a bi-monthly average is unavailable. Commissions will not be “earned” until T.UK receives corresponding payment from its clients and/or third party marketing partners. Affiliate hereby agrees that payment for Commissions will be owed to You from the applicable T.UK client and/or third party marketing partner, and that corresponding payments shall be made by T.UK to You out of the funds actually collected by T.UK from the applicable T.UK client and/or third party marketing partner. T.UK shall have no payment obligation to Affiliate where a T.UK client and/or third party marketing partner has not remitted sufficient payments to cover the Commissions otherwise due and owing Affiliate. T.UK’s obligations do not involve investigating or resolving any claim or dispute between Affiliate and any T.UK client and/or third party marketing partner. All determinations made by T.UK in connection with the Transaction Tracking Codes, Compensable Transactions, Projected Compensable Transactions, and any associated Commissions due to Affiliate shall be final and binding on Affiliate. Affiliate and T.UKagree that that they shall attempt to resolve all Payment Data disputes which may arise under this Agreement through good faith negotiations. If the parties fail to reach a mutually-agreeable resolution after a good faith effort within thirty (30) days after receipt of such notice, the parties shall, before resorting to court proceedings, attempt to resolve the claim or dispute by mediation in accordance with the Centre for Dispute Resolution (“CEDR”) Model Mediation Procedure. If the parties have not settled any claim or dispute by mediation within 60 days from the initiation of the mediation, the dispute shall be referred to and finally resolved by the courts..

(B) Timing. T.UK shall pay Commissions approximately fourteen (14) days after the second and fourth week of each calendar month, respectively, for Commissions earned during the prior two week period, for the duration of this Agreement. Such payments shall only be made to Affiliate provided the applicable Affiliate account has reached a minimum of One Hundred Pounds(£100.00) (“Payment Threshold”) in accrued Commissions. Affiliate accounts that have accrued a balance below the £100 Payment Threshold shall not receive Commissions earned during the prior fourteen day period, and will receive Commissions on the payment period date at which an amount equal to or greater than the £100 Payment Threshold has been met. Should Affiliate net more than One Thousand Pounds (£1,000.00) in weekly Commissions during any one (1) week, Affiliate may request in writing to be paid Commissions on a weekly basis, beginning approximately fourteen (14) days after the end of such week, for Commissions earned during the prior week. However, should Affiliate thereafter net One Thousand Pounds (£1,000.00) or less in Commissions for any subsequent week, Affiliate shall return to the regular payment schedule for that week’s earnings, without notice from T.UK. All payments shall be in British Pounds Sterling. T.UK may require Affiliate to provide tax identification information as a condition precedent to receiving any Commission payments. T.UK may, in its sole discretion, withhold payments until such time as an applicable third-party has paid T.UK for a corresponding Campaign. T.UK reserves the right to reduce any and all payments owed to Affiliate where a third-party has offset payments owed to T.UK. T.UK shall not be obligated to pay Affiliate for Commissions where, in T.UK’s sole discretion, T.UK believes that Affiliate: (i) is in breach of this Agreement; or, (ii) has violated any applicable law, rule, or regulation in connection with or arising from performance hereunder. Upon termination of this Agreement, T.UK shall pay Affiliate Commissions, even amounts below the Payment Threshold, during the next payment period, subject to T.UK’s right to withhold and/or cancel Commission payments to Affiliate as set forth elsewhere herein. T.UK shall not pay Affiliate any Commissions that arise: (i) before Affiliate is accepted into the Network; or, (ii) after termination of this Agreement or any applicable Campaign.

(C) Validation of Leads.  T.UK reserves the right to evaluate all data received by Affiliate to determine, in the sole discretion of T.UK, that any Lead provided by Affiliate to T.UK constitutes a “Valid Lead.” A “Valid Lead” means an individual person that: (a) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial, or fraudulent method designed to appear like an individual, live person, and (b) has submitted information that meets all of T.UK’s criteria. T.UK shall have no obligation to pay for any data that it determines, in its sole discretion, does not constitute a Valid Lead (“Invalid Lead”). If, after tendering Payment, T.UK determines that aLead does not constitute a Valid Lead, Affiliate shall refund T.UK the amount paid for the Invalid Lead, or b) T.UK shall reduce or withhold any future payment to Affiliate up to the amount paid for any previous Invalid Leads.

(D) Referral Revenue. Affiliate shall receive payments (“Referral Revenue”) for each individual that Affiliate refers to T.UK who also becomes an active Affiliate participating in the Network (“Referral”).The Referral Revenue shall be equal to three percent (3%) of the gross revenue T.UK collects from Advertisers as a result of the applicable Referral’s participation in the Network as an Affiliate as calculated by T.UK in its sole discretion. To qualify as a Referral, the individual referred by Affiliate: (i) must not have previously registered, or attempted to register, with T.UK as either an Affiliate or third-party (ii) must not provide a fraudulent, incomplete, and/or duplicate Application; (iii) must identify Affiliate as the party that referred him or her to T.UK at the time that the prospective Referral registers with T.UK; (iv) must complete an Application; (v) must be a separate and independent identity from any current Affiliate; and (vi) must have the Application accepted by T.UK. T.UK will verify and approve all Referrals in accordance with its standard verification procedures. Where Affiliate is found tampering with or engaging in fraud in connection with this Referral program, Affiliate will be: (i) disqualified from receiving any associated Referral Revenue; (ii) terminated from the Network; and (iii) subject to any and all remedies available to T.UK at law and in equity resulting from such fraud. T.UK may terminate and/or modify the Referral program at any time in its sole discretion. All determinations made by T.UK in connection with Referrals and Referral Revenue shall be final and binding on Affiliate.

VI. Data Ownership; License. T.UK shall have sole ownership of and full right to use any and all Leads and data contained therein generated by Affiliate in connection with this Agreement throughout the term of this Agreement and beyond. Affiliate shall have no rights in or to any such Leads or data contained therein. Affiliate transfers to T.UK full ownership and a proprietary interest in all Leads that are purchased and paid for in a timely manner by T.UK. Affiliate shall have no right to use the Lead other than as expressly stated in this Agreement or as expressly authorised by T.UK in writing. Affiliate shall refrain from disclosing, selling, or otherwise distributing Lead Data to third parties.Without limiting the generality of the foregoing, Affiliate shall not: (i) transfer, export, display, forward, or otherwise share any such Leads or data contained therein to or with any third party, or (ii) use any such Leads or data contained therein on Affiliate’s own behalf in any manner not expressly authorised by T.UK.

VII. Sub-Affiliates.  For purposes of this Agreement, any partner, associate, contractor, representative, or agent of Affiliate that participates in or performs any activities for Affiliate as a part of the Network shall be deemed to be a “Sub-Affiliate.” Any and all Sub-Affiliates must be pre-approved by T.UK. Without limiting the generality of the foregoing, any Sub-Affiliate is prohibited from using T.UK’s Creative Material on any website without prior approval by T.UK in writing.T.UK reserves the right to withhold or refuse approval of any Sub-Affiliate for any reason or no reason at all, and T.UK may revoke its approval of any Sub-Affiliate at any time, with or without notice, for any reason or no reason at all. All Sub-Affiliates must comply with the obligations required of the Affiliate under this Agreement. Affiliate shall be liable for any and all of the acts and/or omissions of its Sub-Affiliates.

VIII. Consumer Privacy. Affiliate shall clearly and conspicuously post a privacy policy to Affiliate Websites (“Affiliate Privacy Policy”). The Affiliate Privacy Policy shall fully, accurately and concisely describe, without limitation, the following: (i) what information is being collected by the Affiliate; (ii) the purpose of collection; (iii) how information is used and shared; and (iv) whether other parties (i.e., ad networks, analytics providers, etc.) may collect personally identifiable information about an individual consumer’s online activities over time and across different websites when the consumer uses Affiliate Websites or services. The Affiliate Privacy Policy shall also: (i) state whether disclosure of information is limited to those whose functions require it or otherwise permit disclosure only with specific consent; (ii) describe practices implemented to prohibit unauthorised disclosure; (iii) provide for rights of access and rectification of the information; (iv) explain processes regarding notice to consumers where there has been a security breach of the information collected; (v) explain whether cookies, beacons or other devices are used and how to disable them; and (vi) provide the contact information of the person responsible for assuring compliance with the Affiliate Privacy Policy. Affiliate’s privacy and data security practices must ensure that e-mail, telephone, and other marketing practices, and applicable opt-in and opt-out policies and procedures, comply with all applicable Laws (defined herein below). Affiliate represents and warrants that the Affiliate Privacy Policy posted to Affiliate Websites will, at all times, comply with all applicable laws, rules, and regulations.Affiliate Privacy Policy shall be substantially similar and have clauses no less protective of Data than T.UK’s Privacy Policy, available at www.t.uk/privacypolicy and incorporated herein by reference, and all copies retained by Affiliate.

IX. Required Disclosures. Affiliate shall clearly and conspicuously post on its site any and all consumer disclosures T.UK deems necessary to comply with applicable laws and regulations, including but not limited to:

(1) Verbatim, on every accessible web page: “Warning: If you do not make your minimum repayment by the agreed upon due date, you may incur additional charges and penalties. If you are having problems paying, please call your lender. For other sources of assistance, visit www.mymoneysteps.org; call the Step Change Debt Charity on 0800 138 1111; or National Debtline on 0808 808 4000; or visit moneyadviceservice.co.uk; or visit your local Citizens Advice Bureau.

(2) Verbatim, on the application form and on the home (landing) page: “As a condition of extending credit, some lenders you may be matched with may run a credit check from a major credit reporting bureau.”

(3) Verbatim, on the application form and on the home (landing) page: “Complaints: if you have a problem with your agreement, please try to resolve it with your lender in the first instance. If you are not happy with the way in which your lender has handled your complaint or the result, you may be able to complain to the Financial Ombudsman Service. If you do not take up your problem with your lender first, you will not be entitled to complain to the Ombudsman. We can provide details on request of how to contact the Ombudsman.”

(4) Verbatim, in Affiliate’s Privacy Policy: “If false or inaccurate information is provided, including in relation to a person’s identity, and fraud is identified, details about this information, including customer Personal Data, will be passed to fraud prevention agencies. Law enforcement agencies may access and use this information. The lender and other organisations may also access and use this information to prevent fraud and money laundering, for example when: checking details on applications for credit and credit-related accounts and other facilities; managing credit and credit-related accounts or other facilities; recovering debt; checking details on proposals and claims for all types of insurance; and checking details of job applicants and employees. The lender and other organisations may access and use from other countries the information recorded by fraud prevention agencies. For further details of the relevant fraud prevention agencies please contact us as described at the end of this Privacy Policy.”

(5) Language in the Privacy Policy notifying the customer that personal data may be transmitted outside the United Kingdom, and that such transfers will be governed by the Data Protection Act.

(6) As part of the application form, a check box (without pre-population) for the customer to demonstrate consent to the Terms of Use for the Affiliate Website, the Privacy Policy for the Affiliate Website, and any other disclosures T.UK deems necessary for the Affiliate to display.

X. Electronic and Telecommunications Marketing Compliance. Affiliate shall only undertake e-mail, telephone, or short messaging service (“SMS”) marketing programs with T.UK’s prior express written consent. Affiliate shall fully comply with the Consumer Credit Acts 1974 and 2006, the Data Protection Act of 1998, the Electronic Communications Act 2000, Electronic Signatures Regulations 2002, the Privacy and Electronic Communications Regulations 2003, and all other laws, rules and regulations applicable to electronic and telecommunications marketing. In addition to the requirements of any applicable law, rule, or regulation, Affiliate shall obtain prior express written consent from consumers that the consumer before sending the consumer marketing e-mails, making outbound telemarketing calls to the consumer, and/or sending the consumer SMS marketing messages on T.UK’s or Affiliate’s behalf. Affiliate may not condition the consummation of a purchase on consumer’s consent to receiving marketing communications. By entering into this Agreement and accepting the terms herein, Affiliate warrants and represents that on any consumer form made available by Affiliate to any consumer, Affiliate will include a clear and conspicuous statement that informs consumers that consent to receiving e-mail, telephone, fax, and/or SMS marketing messages is not a condition to purchase, prior to a consumer’s submission any form which includes the consumer’s landline or wireless/mobile telephone number. Without limiting the foregoing, if Affiliate uses its own websites or forms to generate leads or to encourage a purchase or other consumer activity, Affiliate immediately must produce, upon demand: (i) proof that a clear and conspicuous disclosure was provided to the consumer allowing for telemarketing calls and/or SMS messages as required herein and as defined and interpreted by applicable laws, rules, regulations; (ii) that the consumer unambiguously and affirmatively consented to receive such calls and/or messages to the number the consumer provided; (iii) a copy of the website page or form that contains the consent language, and the fields entered by the consumer; (iv) a screenshot of the view of the Site as seen by the consumer that shows the fields completed; (v) the date and time stamp related to the consent given; and (vi) the consumer’s IP address.

In addition, prior to the sending of any commercial e-mail, by or on behalf of Affiliate, Affiliate agrees that it shall provide T.UK with a list of IP addresses and domain names that Affiliate intends to use in connection with the given Campaign and provide to T.UK sufficient documentation evidencing that the intended recipient has expressly consented to receiving such commercial marketing e-mail from Affiliate or its Sub-Affiliates and/or agents. Affiliate must, upon the request of T.UK, produce the name, date, time, IP address, and referral URL where applicable consumers granted Affiliate affirmative consent (as defined by applicable law, rules, and regulations (“Affirmative Consent”)) to receive commercial e-mails, telephone calls and/or SMS. Affiliate represents and warrants that any and all commercial e-mails sent by or on behalf of Affiliate in connection with this Agreement will: (i) at all times, comply with any and all applicable local, national, and international laws, rules, regulations and ordinances, including without limitation, laws and regulations governing consumer protection (including without limitation, those relating to false advertising or unfair competition)and those pertaining to e-mail marketing, as well as SMS, telephone and any other similar telecommunication marketing campaigns in connection with this Agreement, and (ii) only be sent to those recipients who have not revoked such Affirmative Consent as of the date any such commercial e-mail is sent. Without limiting the generality of the foregoing, Affiliate must: (i) not falsify e-mail header and/or transmission information (including, without limitation, source, destination, and routing information); (ii) not use any “subject” or “from” line that is materially false, misleading, or unfair, abusive or deceptive; (iii) clearly and conspicuously identify the message in the body as an advertisement or solicitation; (iv) include a valid physical postal address; (v) clearly and conspicuously explain how recipients can opt-out of receipt of further e-mails; (vi) include a functional opt-out mechanism that will remain active for at least sixty (60) days from the date that the subject e-mail was transmitted; (vii) process opt-out requests within ten (10) business days; (viii) not use proxies or relays to send commercial e-mails; (ix) not seek or obtain unauthorized access to computers for the purpose of sending commercial e-mail; (x) regularly scrub Affiliate’s mailing list against T.UK’s suppression list (“Suppression List”) and Affiliate’s suppression list (“Affiliate Suppression List”) as set forth elsewhere herein; and (xi) immediately notify T.UK of any complaint, investigation, and/or litigation concerning Affiliate’s e-mail marketing practices (whether or not any such complaint, investigation, or litigation relates to Affiliate’s relationship with T.UK). Affiliate is solely responsible and liable for any and all consumer complaints relating to e-mail campaigns conducted by or on behalf of Affiliate, including all costs for responding to such complaints whether incurred by Affiliate orT.UK. Within forty-eight (48) hours of notification of complaint, Affiliate shall respond to the complaint and inform T.UK of such complaint. In addition to all other available remedies, T.UK retains the right to withhold and/or cancel Commission payments unless and until any and all such consumer complaints are resolved to T.UK’s satisfaction. In the event that any applicable law, rule, or regulation is enacted or amended after the effective date of this Agreement setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in any such enacted or amended law, rule, or regulation shall apply, with or without notice from T.UK. Affiliate acknowledges that any failure to comply with this section may, in T.UK’s sole discretion, result in the immediate termination of this Agreement and the forfeiture of any and all rights to any Commissions otherwise owed to Affiliate by T.UK.

XI. Financial Promotions

(1) For the purposes of this Clause XI:
(a) “authorised person” shall have the meaning set out in section 31 of the FSMA; and
(b)“Financial Promotion” means any material created by the Affiliate and directed at consumers pursuant to this Agreement that comprises or includes an invitation or inducement to engage in investment activity (as those terms are from time to time interpreted for the purposes of the FSMA);
(c) “FSMA” the Financial Services and Markets Act 2000 together with any rules, orders, regulations, codes of practice and delegated legislation made thereunder from time to time.
(2) The Affiliate shall be responsible for ensuring that it, and every Financial Promotion, complies with the FSMA and all relevant rules, regulations and guidance issued by Financial Services Authority from time to time (including without limitation the “Conduct of Business Sourcebook”, as amended from time to time).
(3) The Client warrants in relation to each Financial Promotion posted on its site or otherwise communicated that:
(a) the Affiliate is an authorised person and that such Financial Promotion will be seen and approved by the Affiliate for the purposes of section 21 of the FSMA prior to being communicated to any person; or
(b) if the Affiliate is not required to be an authorised person, that such Financial Promotion will be approved by an authorised person for the purposes of section 21 of the FSMA prior to being communicated to any person; or
(4)such Financial Promotion is otherwise permitted by the FSMA.

XII. Suppression Lists. With respect to any Suppression List generated in connection with, or made available by and through the Network, Affiliate shall: (i) use such Suppression List, and the individual customer records contained therein, solely for the suppression purposes set forth herein, even after any termination of this Agreement; (ii) regularly use such Suppression List to remove any and all e-mail addresses, telephone numbers, or domains contained therein from future commercial e-mail mailings; (iii) not use the Suppression List for purposes of e-mail, or provide the Suppression List to any third party for said purposes, and not send, or cause to be sent, any commercial e-mail to an e-mail address, telephone number, or domain appearing on any Suppression List; (iv) not use any Suppression List for purposes of e-mail appending in any manner whatsoever; (v) hold any Suppression List made available by T.UK in trust and confidence and use same solely for the suppression purposes set forth hereinand treat any Suppression Lists as Confidential Information, as defined herein; (vi) not retain a copy of any Suppression List made available by T.UK following termination of this Agreement; and (vii) not disclose any Suppression List made available by T.UKwith T.UK’s prior written agreement. T.UK reserves the right to withhold its consent to such disclosure and may, within its sole discretion, bar the disclosure of any and all Suppression Lists made available by T.UK or any Affiliate.Affiliate shall upload its own list of suppressed e-mail addresses and telephone numbers to the applicable area of the Site (“Suppression List Upload Section”), if such a Suppression List Upload Section is provided by T.UK. Affiliate further agrees and acknowledges that: (i) Affiliate hasremoved the domains located on the suppression list(s) maintained by the Telephone Preference Service from any and all current data used in any commercial e-mail marketing campaigns in connection with this Agreement; and (ii) any and all new data that Affiliate acquires, regardless of its source, will be scrubbed against the Telephone Preference Service wireless domain names list and that the domain names contained therein will be removed before sending any commercial e-mail marketing campaigns in connection with this Agreement. Affiliate shall maintain electronic or tangible records evidencing the removal of any e-mail addresses or telephone number from Affiliate’s lists for verification by T.UK as required or requested.At T.UK’s request, Affiliate will allow T.UKto audit and verify Affiliate’s compliance with the provisions set forth in this section and any applicable laws, rules, and regulations, related to, but not limited to, data privacy and security.

XIII. Affiliate Privacy and Reward Programs. T.UK may from time to time conduct contests, drawings, raffles, and other reward or incentive programs for the purpose of encouraging quality lead generation and other positive Affiliate activities. T.UK will comply with all regulatory requirements in relation to soft commissions and in relation to such reward or incentive programs. To ensure the legitimacy and transparency of any such program, T.UK may elect to display, publish or otherwise communicate certain Affiliate information that would ordinarily remain undisclosed. Affiliate agrees that for the sole purpose of such a program, Affiliate’s identification number, city, county, state, and country may be displayed on the T.UK website or communicated to the public through email, blogs, articles, newsletters, notices, or any other channel. Non-public information including the Affiliate’s true name, address, or other identifying information shall not be disclosed, nor shall T.UK disclose any information which may reasonably be used by any party to deduce the identity of the Affiliate. Affiliate may opt out of this section at any time by express written statement clearly indicating such a desire. By opting out, Affiliate will forfeit its eligibility under any contest, drawing, raffle, or other such program until and unless Affiliate reaffirms this section.

XIV. Term and Termination. The term of this Agreement will begin upon T.UK’s written acceptance, in T.UK’s sole discretion, of Affiliate’s Application to join the Network and will end when terminated by either Party as set forth herein. Affiliate may terminate this Agreement at any time, upon three (3) days’ prior written notice to T.UK.T.UK may suspend this Agreement and/or terminate Affiliate’s participation in the Network at any time, with or without notice, for any reason, in T.UK’s sole discretion. Grounds for suspension and/or termination shall include, without limitation, the failure to adhere to local and national laws, rules, regulations and ordinances, such as false advertising, trademark infringement, unlawfully modifying ad copy, misrepresentation of affiliation with person/entity, and/or representing an affiliation with a government entity and/or credit union. Upon suspension and/or termination of this Agreement for any reason: (i) Affiliate shall immediately cease to use and remove from the Affiliate Websites any and all Creative Material and/or other materials made available to Affiliate in connection with Affiliate’s participation in the Network; (ii) Affiliate shall immediately cease and desist from transmitting or causing to transmit any and all e-mails in connection with any Campaign; (iii) any and all licenses and rights granted to Affiliate in connection with this Agreement shall immediately cease and terminate; and (iv) any and all Confidential Information (as defined herein below), Creative Material, or proprietary information of T.UK that is in Affiliate’s possession or control must be immediately returned or destroyed. If requested, Affiliate or an authorised officer of Affiliate shall certify in a signed writing that all such confidential and/or proprietary information has been returned or destroyed. Notwithstanding any termination of the Agreement, any provisions of the Agreement that may reasonably be expected to survive suspension/termination of the Agreement shall survive and remain in effect in accordance with their terms, including all recordkeeping and indemnification obligations otherwise applicable to Affiliate.

XV. Representations and Warranties. Affiliate hereby represents and warrants that: (i) Affiliate has the power and authority to enter into and perform Affiliate’s obligations under this Agreement; (ii)this Agreement has been duly and validly executed and delivered by Affiliate and constitutes Affiliate’s legal, valid and binding obligation which is fully enforceable against it in accordance with its terms; (iii) Affiliate’s performance hereunder will comply with the terms of this Agreement and all applicable laws, rules and regulations including, without limitation, the Rules and principles of the Financial Conduct Authority; the Consumer Credit Acts 1974 and 2006, the Data Protection Act 1998, the Electronic Communications Act 2000, Electronic Signatures Regulations 2002, the Privacy and Electronic Communications Regulations 2003, provisions relating to the Telephone Preference Service or any other applicable suppression list requirements,any amending or replacement legislation and any other relevant local, national or international laws (collectively, “Laws”); (iv) Affiliate’s performance hereunder will not violate or infringe any intellectual property or proprietary right of any third party; (v) Affiliate shall implement such administrative, physical, and technical security measures as required by applicable laws, rules, and regulations and/or as necessary, to: (1) ensure the secure handling, transmission, storage, and disposal of any personal information of Consumers which Affiliate holds or handles; (2) protect against any threats or hazards to the security and integrity of such non-public personal information; (vi) Affiliate understands and agrees that T.UK will enter into similar agreements with other T.UK affiliates in direct competition with Affiliate; (vii) Affiliate will maintain all documents and records necessary to demonstrate compliance with Laws, and it will provide evidence of such upon reasonable request; (viii) Affiliate will not engage in any SMS, e-mail, phone and similar telecommunication marketing campaigns in connection with this Agreement without the prior express written consent of T.UK; (ix)Affiliate also undertakes, warrants and represents that it will comply with all applicable international legislation, including, without limitation, all applicable consumer protection legislation.

XVI. DISCLAIMERS/LIMITATION OF LIABILITY. THE NETWORK, SITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, AND CREATIVE MATERIAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT OF THE LAW, T.UKAND ITS AGENTS, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS MAKE NO WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE, NON-INFRINGEMENT, AND MERCHANTABILITY), REPRESENTATIONS, OR GUARANTEES; EXPRESS, IMPLIED, VERBAL, OR OTHERWISE. T.UK HAS NO LIABILITY, WHATSOEVER, TO AFFILIATE OR ANY THIRD PARTY, FOR AFFILIATE’S USE OF, OR INABILITY TO USE, THE NETWORK, SITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, AND/OR CREATIVE MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY AFFILIATE FROM T.UK SHALL CREATE ANY WARRANTY, REPRESENTATION, AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. T.UKDOES NOT WARRANT OR GUARANTEE THE SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES OF ANY THIRD PARTY, OR THAT SUCH SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL T.UK BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), BY WHOMSOEVER CAUSED, TO THE PERSON OR PROPERTY OF ANYONE ELSE INCLUDING THE AFFILIATE, OR ITS RESPECTIVE AGENTS, EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SUCCESSORS, OR ASSIGNS, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF T.UK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN T.UK AND AFFILIATE. THE NETWORK, SITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, AND CREATIVE MATERIAL WOULD NOT BE PROVIDED TO AFFILIATE WITHOUT SUCH LIMITATIONS.UNDER NO CIRCUMSTANCES SHALL T.UK BE LIABLE TO AFFILIATE OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH AFFILIATE’S MARKETING EFFORTS, IN ANY MANNER WHATSOEVER ARISING FROM AFFILIATE’S PARTICIPATION IN THE NETWORK. T.UK’S MAXIMUM AGGREGATE LIABILITY TO AFFILIATE AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE EQUAL TO THE COMMISSIONS PAID BY T.UK TO AFFILIATE DURING THE PRECEDING THREE (3) MONTHS.

XVII. Indemnification.  Affiliate agrees to indemnify, defend, and hold harmless T.UK, its parents, affiliates and/or subsidiaries, and each of their respective officers, directors, partners, members, managers, employees, shareholders, contractors, representatives,agents and attorneys (collectively, the “Indemnified Parties”) from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs, or settlement costs) arising from or related to: (i) Affiliate’s participation in the Network; (ii) any breach or alleged breach of this Agreementor any representation or warranty contained herein by Affiliate, its Sub-Affiliates, or any of their respective officers, directors, partners, members, managers, employees, agents and attorneys; or (iii) any violation or alleged violation of any applicable law, rule, or regulation by Affiliate, its Sub-Affiliates, or each of their respective officers, directors, partners, members, managers, employees, agents and attorneys. T.UK shall promptly notify Affiliate in writing of any such claim (although failure to provide such notice shall not relieve Affiliate of its liability or obligation hereunder). Affiliate shall have reasonable control of the defense and settlement of any such claim and the Indemnified Parties shall cooperate with all reasonable requests of Affiliate (at the Affiliate’s expense) in defending or settling a claim. Subject to the foregoing clause, the Indemnified Parties may join in the defense or settlement of any such claim with counsel of its choice, at its own expense. All costs and expenses incurred by Affiliate in providing the foregoing indemnity shall be paid by the Affiliate.

XVIII. Confidentiality. For purposes of this Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of this Agreement by one party (“Disclosing Party”) to the other party (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to: (a) either party’s proprietary information; (b) information marked or designated by either party as confidential; (c) information otherwise disclosed by either party in a manner consistent with its confidential nature; (d) the terms and conditions of this Agreement and related Campaigns; (e) either party’s information that is conveyed to the other party, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by the other party to be treated as confidential; (f) a party’s business plans, strategies, know-how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, verbal, recorded on tapes or in any other media or format;and (g) with respect to T.UK, the Denied Leads and/or Accepted Leads. The parties acknowledge that, as a result of the provision of services pursuant to this Agreement, one party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”). Therefore, the Receiving Party agrees that it will make no disclosure of the Disclosing Party’s Confidential Information without obtaining the Disclosing Party’s prior written consent. Additionally, the Receiving Party shall not use such Confidential Information for any purpose other than as expressly set forth in this Agreement and shall restrict disclosure of Confidential Information to its employee(s), authorized agent(s) and/or independent contractors to whom disclosure is reasonably required, and such employee(s), authorized agent(s) and/or independent contractor(s) shall be explicitly bound by these confidentiality obligations and will use reasonable care, but not less care than they use with respect to their own information of like character, to prevent disclosure of any Confidential information, and who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein. The Receiving Party agrees that in the event of a breach of the confidentiality provisions contained herein, such breach would result in immediate and irreparable harm to the Disclosing Party and in connection therewith, monetary damages for breach of the confidentiality provisions contained herein may not be adequate to and the Disclosing Party shall be further entitled to injunctive relief, without the requirement to post bond. Notwithstanding the foregoing, T.UK shall be permitted to disclose information to government regulators during the course of ordinary regulatory inspections, investigations and/or enforcements actions without providing notice to Affiliate. This Section shall survive any termination of this Agreement for a period of five (5) years.

XIX. Non-Circumvention. Affiliate recognises that T.UK has proprietary relationships with affiliates, and other third-parties that participate in the Network. Affiliate agrees not to circumvent T.UK’s relationship with such affiliates, Advertisers, and third-parties, or otherwise offer, make available, provide, contract for, or perform, directly or indirectly, advertising, marketing or promotional services similar to the services performed by affiliates in the Network for any affiliate, Advertiser, or third-party publisher that is known, or should reasonably be known, by Affiliate to participate in the Network, during the term of this Agreement and for the six (6) month period following termination or expiration of this Agreement.Notwithstanding the foregoing, to the extent that Affiliate can show that any such affiliate, Advertiser, or third-party already obtained such services from Affiliate prior to the date of this Agreement, Affiliate shall not be prohibited from continuing such relationship. Affiliate agrees that monetary damages for its breach, or threatened breach, of this section will not be adequate to cure the irreparable and immediate injury caused to T.UK as a result of such breach, and that T.UK shall be entitled to: (i) injunctive relief, including temporary and preliminary relief, without the requirement to post a bond; (ii) liquidated damages from Affiliate in the amount equal to one hundred percent (100%) of the fees paid to Affiliate for the prior twelve (12) month period; and/or (iii) any and all other remedies available to T.UK at law or in equity.

XX. Other Provisions.

(A) Force Majeure. Affiliate agrees that T.UK will not be liable, or be considered to be in breach of this Agreement, on account of T.UK’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond T.UK’s reasonable control which T.UK is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, T.UK will give Affiliate notice and will use commercially reasonable efforts to mitigate the impact of any such event as promptly as possible.

(B) Non-Exclusive/Assignment.  You acknowledge and agree that T.UKand our Affiliates may at any time (directly or indirectly) solicit Program and Network participants on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with You. Affiliate may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of T.UK, and any attempts to do so shall be null and void. Subject to the foregoing limitation, the Agreementwill inure to the benefit of and be binding upon the parties, their successors, administrators, heirs, and permitted assigns.

(C) Disputes; Governing Law and Jurisdiction. The Agreement shall be treated as though it were executed and intended to be performed in England and Wales, and shall be governed by and construed in accordance with the laws thereof without giving effect to any choice of law or conflict of laws rules or provisions. Any controversy, claim, or dispute between the parties to this Agreement arising out of, in connection with, or in relation to the interpretation, validity, performance or breach of this Agreement shall be resolved to the exclusion of a court of law by binding arbitration in London, England. Any award rendered shall be final and conclusive, and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude T.UK from seeking injunctive relief in order to protect its rights pending an outcome in arbitration, nor limit any legal remedies available to T.UK. Notwithstanding anything herein to the contrary, T.UK may, in its sole discretion, elect to file an action in any court of competent jurisdiction in the United Kingdom, in lieu of and despite the alternative dispute resolution provision above. T.UK shall be entitled to an award of its actual costs, expenses, and attorney’s fees pursuant to applicable law, in any action or proceeding in connection with, arising out of, or under the Agreement. Any claim under this Agreement, other than for indemnity and defense, must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be forever barred. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. TO THE EXTENT PERMITTED BY LAW, AFFILIATE AGREES THAT AFFILIATE WILL NOT BRING, JOIN OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT AS TO ANY CLAIM, DISPUTE OR CONTROVERSY THAT AFFILIATE MAY HAVE AGAINST T.UK AND ITS EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, REPRESENTATIVES AND ASSIGNS. Affiliate agrees to the entry of injunctive relief to stop such a lawsuit or to remove Affiliate as a participant in the suit. Affiliate agrees to pay the actual costs of attorney’s fees (including but not limited to all reasonable inside and outside attorney’s fees) and court costs that T.UK incurs in seeking such relief.

(D) Modification. This Agreement represents the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or verbal, between the parties.

(E) Non-Waiver; Severability. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorisedrepresentative of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law by an arbitrator or court of competent jurisdiction, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

(F) Status of the Parties. T.UK and Affiliate are independent contractors. This Agreement shall not be construed to create any employment, partnership, joint venture, agency, franchise, or sales representative relationship between the Parties. Affiliate shall have no authority to bind T.UK into any agreement, nor shall Affiliate be considered to be an agent of T.UK in any respect.

(G) Record Keeping; Audit Rights. Affiliate shall maintain true and correct books containing a record of all information pertinent to its participation in the Network during the term of this Agreement and for the greater of one (1) year thereafter or any applicable statute of limitations period. T.UK or its agent shall be entitled to review, at T.UK’s expense, during regular business hours and upon not less than five (5) days’ written notice, such relevant books and records for the purpose of verifying Affiliate’s compliance with the terms of this Agreement and all applicable laws, rules, and regulations. If T.UK discovers any breach of this Agreement or violation of any applicable laws, rules, or regulations, then the audit shall be at the sole cost and expense of Affiliate and T.UK may terminate this Agreement.

(H) Rights of Parties. Unless otherwise specified, the rights and remedies granted to a Party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity.

(I) Third Party Rights. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

(J) Headings. The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

(K) Notices. Any notices under this Agreement shall be sent to the addresses set forth in the Insertion Order (or in a separate writing agreed to in writing by the parties) by mail (registered or certified) or express delivery service; and shall be deemed given upon transmission.

(L) Authority to Execute. Those individuals who are signing this Agreement on behalf of the entities represent and warrant that they are, respectively, duly authorised to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.

(M) Electronic Signatures. You acknowledge and agree that by clicking on the button labeled “Create My Account” or such similar links as may be designated by T.UK to accept this Agreement, You are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that Your electronic submission constitutes Your agreement and intent to be bound by this Affiliate Agreement. By clicking on the button labeled “Create My Account” or such similar links as may be designated by T.UK to accept this Agreement, You further acknowledge that You (i) have read and understand the terms, covenants, conditions and limitations of this Agreement; and (ii) agree that it is Your intention to be bound by such. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the Electronic Communications Act 2000 as it deals with electronic signatures, or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY T.UK. Further, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

TdotUK LTD AFFILIATE
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date: