This Bali Hype Partner Network Agreement is entered into by and between you (“you”, “your” or “Partner”) and Bali Hype. t/a PT.SOLUSI MANAJEMENT DIJITAL, registered in Indonesia (referred to herein as “Bali Hype”, “we” or “us”) and contains the terms and conditions that govern your participation in the Bali Hype Partner Network (“BHPN”) and incorporates the terms of the following additional documents, including all future amendments or modifications thereto (collectively with this document, the “Agreement”):
Signing of this document indicates that you agree to all of the terms and conditions of the Agreement or by continuing to participate in BHPN following a change in the Agreement, you agree to be bound by the Agreement. You additionally represent that you lawfully are able to enter into this Agreement on your own behalf or if you are entering into this Agreement on behalf of a legal entity, that you have the authority to bind such entity and that this Agreement is fully binding upon the entity.
1. Bali Hype Partner Network.
a. Description. The purpose of BHPN is to permit you to advertise Deals on the Advertising Site and to accrue Commissions from Qualifying Revenue from Qualifying Purchases made by your end users during the Action Referral Period and/or, if applicable, for Qualifying Leads.
b. Definitions. Capitalized terms used but not otherwise defined herein shall have the following meanings:
i. The “Action Referral Period” begins when your end user clicks on a Link from the Advertising Site and ends after the time period described in your Commission Plan, provided that cookies placed on the equipment used by the end user to access the Website remain intact and the end user does not click on another partner’s link.
ii. An “Advertising Site” is your website or websites and any internet-connected applications for mobile devices, if applicable.
iii. A “Chargeback” means a sale that is not eligible for payout as a Qualifying Purchase due to
iv. “Commissions” are accrued as a percentage of the Qualifying Revenue generated by a Qualifying Purchase and/or for a Qualifying Lead, if applicable, as described in the Commission Plan and payable in the manner outlined in Section 5.
v. “Commission Plan” means the section of your BHPN account that identifies the Commissions you will accrue for Qualifying Purchases and Qualifying Leads.
vi. A “Deal” is any item sold through the Website.
vii. “Bali Hype Brand Features” means Bali Hype trademarks, logos or designs
viii. “Bali Hype Content” means any content or material of Bali Hype or its licensors provided or made available to you in connection with BHPN and/or any Deal, including any data, images, text, link formats, widgets, links, or API material.
Deals and utilize such available information on its Advertising Site to generate Links.
x. A “Qualifying Lead” is when your end user submits, via a Link, a unique email address through the Website that has no prior subscription or transaction history with Bali Hype.
xi. A “Qualifying Purchase” is a purchase, subject to any Chargebacks, by your end user of the Advertising Site who purchases a Deal through a Link on an Advertising Site within the Action Referral Period while you are an active participant in BHPN.
xii. “Qualifying Revenue” is the amount received by Bali Hype from your end user from a Qualifying
Purchase, less amounts received for shipping, handling, gift-wrapping or packaging fees, taxes, rebates, credit card processing fees, and other charges.
xiii. “Website” means any website or any internet-connected applications owned by Bali Hype or one of its affiliates or subsidiaries.
c. Application. In order to participate in BHPN, you must first create a BHPN account and complete an application that is available a https://www.balihype.com. You must provide complete and accurate information about you, including contact information and an email address, and your Advertising Site as part of the application process. You must keep all account information up-to-date at all times. Bali Hype reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. If Bali Hype rejects your application, you may reapply at any time; provided, however, that a rejection due an account being previously terminated for breach of this Agreement shall not be eligible for reapplication.
d. Participation Requirements. By participating in BHPN, you agree to comply with this Agreement. You also agree that failure to comply may result in Bali Hype terminating this Agreement with you and/or withholding Commission payable to you in addition to any other rights and remedies available to us. You will be deemed to have received all notifications and communications sent to the email address associated with your account, whether you actually receive any such notifications and communications from your email service provider or not.
2. Compliance with Laws. You are solely responsible for complying with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions and any other requirements of statutorily recognized authorities in force or applicable where you operate or in any other applicable territory (“Laws”), including but not limited to Laws pertaining to consumer protection, data privacy and security, advertising, anti-spam laws and electronic mail marketing. You further warrant that no promotion method used by you or the content of your Advertising Sites will reference, implicate, or suggest association with or imply endorsement by Bali Hype.
3. Prohibited Activities.
a. You will not display any Links or other Bali Hype Content on any Advertising Site that contain any pornographic, hate-related, violent or illegal content or that promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
b. You will not bid for search engine placement using the term “Bali Hype”, “Bali Hype Goods”, “Bali Hype Getaways”, “Bali Hype.com” or any variation or misspelling thereof or of any Bali Hype-branded property, mark, slogan or other intellectual property, whether alone or in combination with any other word or phrase, including but not limited to vanity URLs or headlines that would be associated with any resulting paid placement on the search engine.
c. You will not display Bali Hype Content on any site that disparages Bali Hype, its affiliates or subsidiaries or their products or services or infringes on any Bali Hype intellectual property or other rights.
d. You will not edit, modify, truncate, or change the order of information contained in any Link or other Bali Hype Content in any way.
e. You will not cause any transactions to be made that are not in good faith.
f. Your promotional activities will be executed and delivered in a manner that is ethical and legal and does not mislead your end users.
g. You may not engage in promotional activities, use promotional techniques, or engage in any other activity on the Advertising Site that violates intellectual property or proprietary rights of a Bali Hype or a third party.
h. You will not generate or send any email messages using or containing Bali Hype’s API or the Bali Hype Content or any variation thereof, including Bali Hype’s name or logo, without first obtaining in advance Bali Hype’s express written approval.
i. You will not engage in any activities that could, in Bali Hype’s reasonable judgment, reflect poorly on Bali Hype or otherwise disparage or devalue Bali Hype’s reputation or goodwill.
j. You will not include any trademark of Bali Hype or its affiliates, or a variant or misspelling of a trademark of Bali Hype or its affiliates, in any domain name, subdomain name, or in any username, group name, email address, or social network identifier.
k. You will not cache, record, pre-fetch, or otherwise store any portion of the Bali Hype Content, or attempt or provide a means to execute any “bulk download” operations.
l. You will not use or display any Bali Hype Brand Features or Bali Hype Content in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between you or a third party and Bali Hype.
m. You will not wrap or frame your Advertising Site in any manner or in any way copy or resemble the look and feel of the Website, or create the impression that your Advertising Site is one of Bali Hype’s Websites or is part of Bali Hype’s Websites, unless Bali Hype has expressly approved such activities in advance.
n. You will not, without the prior written consent of an authorized Bali Hype representative, aggregate, consolidate or otherwise arrange, display or make available Bali Hype Content in combination with any
Bali Hype competitors’ content (as determined solely by Bali Hype), for any commercial purpose or in any manner that Bali Hype determines could diminish the value or integrity of its business or brand.
o. You will not use Bali Hype Content to update or create your own database of business listing information, or use it to build an email list.
p. You will not create, disclose, or sell any information or metrics about, or perform any statistical analysis of Deals or the Bali Hype Content.
q. You will not use the Bali Hype Content on behalf of any third party.
r. You will not use the Bali Hype Content to market to or divert Bali Hype merchants or Bali Hype customers from Bali Hype services.
s. You will not engage in cookie stuffing.
t. You will not cause any software to be downloaded or installed without an end user’s prior affirmative consent.
5. Payment. You will accrue Commissions in accordance with the Commission Plan as a percentage of Qualifying Revenue from a Qualifying Purchases made through one or more Links and/or for generating Qualifying Leads. Payments will be made, in the currency designated by you in in your BHPN account, by direct deposit or check as elected by you in your BHPN account. All payments are subject to any withholding or deductions as described below. Bali Hype will pay you approximately sixty (60) days following the end of each calendar month, provided that your BHPN account balance has reached the payment threshold for your currency and elected payment method as provided in the Payment Schedule. If your account balance is less than the payment threshold for your payment method, Commissions will continue to accrue until your balance at the end of a calendar month is equal to or greater than the payment threshold. If you select payment by check, the processing fee provided in the Payment Schedule will be deducted from your Commissions for each check that is sent to you. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information. We may be obligated to collect tax information from you in order to pay Commissions, which you agree to provide as part of the application process. If we request tax information from you and you do not provide the requested information, we may withhold your Commissions until the information is provided or you are able to demonstrate that this information is not required from you. In the event this Agreement is terminated, Bali Hype agrees to pay any outstanding Commissions earned within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated; provided, however, that Bali Hype shall not make payments for account balances below the minimum threshold for your selected currency as provided in the Payment Schedule. Bali Hype will make all commercially reasonable efforts to pay out account balances due as provided in this Section 5. If, however, Bali Hype is unable to make payments after twenty-four (24) months, Bali Hype may, without notice to you, turn over such unpaid and undeliverable Commissions to a governmental entity in accordance with applicable Laws. Bali Hype reserves the right to change its payment or commission structure at any time.
6. Term and Termination. The term of this Agreement begins when Bali Hype accepts your application and will end when terminated in accordance with this Agreement. Either party may terminate this Agreement upon seven
(7) days written notice. Bali Hype reserves the right to terminate this Agreement if you breach the terms of the
Agreement or engage in any of the prohibited activities by giving you written notice of the termination at any time. Any termination of this Agreement also immediately terminates any licenses granted to you hereunder and requires you to immediately remove all licensed content from the Advertising Site and destroy any other materials provided or made available by or on behalf of us to you under this Agreement. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement (such as, but not limited to, confidentiality, publicity, indemnification, limitation of liability and disclaimers) shall survive termination of this Agreement. Bali Hype will make payment for any accrued but unpaid payment obligations under this Agreement; provided, however, that Bali Hype can withhold any accrued payments for a reasonable period following termination to ensure that the correct amount is paid. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
7. Intellectual Property. As between you and Bali Hype, any and all Bali Hype Content, is and will at all times remain the sole and exclusive property of Bali Hype and is protected by applicable intellectual property laws and treaties (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that at no time during or after the termination of this Agreement will you attempt to register any trademarks (including domain names) that are derived from or confusingly similar to those of Bali Hype, its affiliates, or its subsidiaries or to the Bali Hype Content, or will you buy or otherwise arrange to use any such domains to redirect internet content to the Advertising Site. Bali Hype will own all right, title, and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including without limitation, (a) any contact information collected from any end user who enters the Website through the
Advertising Site (“Customer Information”), and (b) any information regarding click-through rates or product purchases by end users (“Sales Information”). You acknowledge the validity and Bali Hype’s ownership of the
API, Bali Hype Content, Customer Information, and Sales Information. You understand and agree that you do not gain any intellectual property rights in the API, Bali Hype Content, Customer Information, or Sales Information by accessing or downloading these items. Should you develop, adopt, or acquire, directly or indirectly, any right, title, or interest in the API, Bali Hype Content, Customer Information or Sales Information, you hereby assign, transfer, and convey to Bali Hype all such right, title, and interest to the API, Bali Hype Content, Customer Information, and Sales Information.
You agree that you will not, nor assist others to, challenge Bali Hype’s ownership of the Bali Hype Brand Features, API, Bali Hype Content, Customer Information or Sales Information. You agree that at no time during or after the termination of this Agreement will you use, register, or apply to register any trademark, service mark, logo, icon, trade name, trade dress, name, title, copyright, or domain name containing the Bali Hype Content or any mark or other intellectual property that is confusingly similar thereto or dilutive thereof. If you do, you agree to transfer any registrations, at your expense, to Bali Hype at Bali Hype’s request and to cooperate by providing any information, signing any documents and providing appropriate authorizations necessary to accomplish the transfer. You shall not remove or alter any trademark or copyright notices or engage, participate, or otherwise become involved in any activity or course of action that diminishes or tarnishes the image or reputation of Bali Hype. You acknowledge that your use of Bali Hype Content and Bali Hype intellectual property hereunder inures to the benefit of and goodwill of Bali Hype.
If you provide Bali Hype or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a Bali Hype product or service or otherwise in connection with this
Agreement, any Bali Hype Content, or your participation in BHPN, (collectively, “Feedback”), you hereby irrevocably assign to us all right, title, and interest in and to Feedback. In the event your assignment to us is invalid for any reason, you hereby irrevocably grant Bali Hype and its affiliates a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Feedback in any manner; (b) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Feedback is your original work, or you obtained your submission in a lawful manner; and (z) Bali Hype and its sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect or maintain our rights in and to Feedback.
8. Limited License. Subject to any limitations set forth in this Agreement, Bali Hype grants you a personal, limited, non-exclusive, revocable, non-sublicensable, non-transferable, worldwide, royalty-free license for the duration of your participation in BHPN to display the Bali Hype Content on the Advertising Site solely for the purpose of
your participation in BHPN. You may not use the Bali Hype Content for any other purpose without Bali Hype’s prior written consent. These license rights are further limited by the restrictions set forth elsewhere in this Agreement, and all rights not expressly granted to you hereunder are reserved by Bali Hype. You acknowledge and agree that Bali Hype may monitor the Advertising Site in order to confirm compliance with this Agreement and may request information at any time to support your compliance with this Agreement. Should you fail to provide responsive information, or if Bali Hype, in its sole discretion, determines that you or the Advertising Site are not complying with this Agreement, Bali Hype may terminate your license in accordance with Section 6. Nothing in this Agreement shall be construed to prevent Bali Hype from granting other licenses for, or itself making use of, the API, Bali Hype Content, or other features associated with the Bali Hype brand in any manner whatsoever.
9. Publicity. You agree that you shall not issue any press release or other public statement relating to this Agreement without the express prior written consent of an authorized Bali Hype representative.
10. Confidentiality. In connection with your participation in BHPN, you may be provided with data and information that is designated as confidential or that is reasonably understood to be proprietary or confidential (the “Confidential Information”). You agree to keep the Confidential Information confidential. In no event will you use less than reasonable care to prevent the unauthorized disclosure of the Confidential Information to third parties. If you become aware of any unauthorized use or disclosure of the Confidential Information, you shall promptly and fully notify Bali Hype of all facts known to it concerning such unauthorized use or disclosure and shall cooperate with Bali Hype to seek a protective order or other appropriate remedy to protect such Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is now or subsequently becomes generally available to the public through no fault or breach on the part of you; (ii) you had lawfully in your possession without an obligation of confidentiality to Bali Hype prior to disclosure hereunder and not otherwise in breach of this Agreement; (iii) you can demonstrate to have independently developed without the use of any Confidential Information of Bali Hype as evidenced by written documentation; or (iv) you lawfully obtain from a third party who has the right to transfer or disclose it and who provides it without any obligation to maintain the confidentiality of such information.
11. Your Personal Data. When you join BHPN you may submit information to Bali Hype that constitutes “Personal Data” as defined in European Union Regulation (EU) 2016/679. For example, if your business name is the same as your personal name then it will likely constitute Personal Data. Any such Personal Data will processed by Bali Hype only for the purposes of: (a) creating and managing your BHPN account; (b) making payments to you; and (c) contacting you by telephone or email in relation to your account and/or your obligations under this Agreement. This is to meet our contractual obligations to you as set out in this Agreement, and where not strictly required by this Agreement, to meet our legitimate business interests in providing the BHPN and ensuring it provides the best experience for you. Bali Hype will not provide your Personal Data to any third parties other than: (a) third party service providers with, to whom we may provide your email address, to monitor for fraud; or (b) other members of the Bali Hype group of companies, and then only in accordance with this clause 11. Bali Hype may also share the name of your business with other third party service providers for the purposes of comparing affiliate coverage. In the event your Personal Data is transferred to a territory outside of the European Economic Area, that is not considered to provide the same level of protection of Personal Data under European law, Bali Hype will implement adequate safeguards (such as contractual commitments) to ensure the safety and security of such Personal Data. We will keep your Personal Data for as long as you are part of the BHPN, and will also keep your personal data for a period after you leave the BHPN, the length of which will be determined by our legal obligations and how long we may need your Personal Data for particular purposes, such as continued fraud prevention efforts. If you wish to access, update, rectify or delete your Personal Data, you may do so by accessing your BHPN account or contacting your BHPN account manager. In accordance with applicable law, you may also (i) object to the further use of any Personal Data we hold about you, (ii) request that we restrict our processing of your Personal Data, and (iii) request that we provide you or a third party with a copy of certain personal data about you (the right to ‘data portability’). If you have any questions, you can contact us at firstname.lastname@example.org
12. Customer Personal Data. Within this clause 12, the terms “Controller”, “Processor”, “Data Subject”, “Personal Data” and “Processing” shall have the same meanings as are set out in European Union Regulation (EU) 2016/679. Bali Hype or an affiliated entity is the Controller of all personal data about its website users (“Users”) provided by such Users to Bali Hype and you are the Processor acting on Bali Hype’s behalf when provided with such personal data by Bali Hype. Where Bali Hype (or an affiliated entity or other third party) makes personal data about Users available to you, you shall process the personal data of Users only to fulfil your obligations in
connection with this Agreement, and for no other purpose, and shall process the personal data of Users in accordance with Bali Hype’s instructions, unless prevented from doing so by applicable law in which case you shall promptly inform Bali Hype. In particular, you shall not process any personal data outside the European Economic Area without Bali Hype’s prior written consent. You shall ensure that at all times you implement and comply with reasonable security measures, including, but not limited to, such security measures as prescribed by applicable law, appropriate policies communicated to your employees and confidentiality obligations imposed on your employees, in the handling of any personal data of Users. In the event of any breach of security or unauthorised access or processing, you shall inform Bali Hype without delay. You may not engage any third party to carry out your obligations under this Agreement without Bali Hype’s prior written consent. If you engage any third party to facilitate any of your obligations hereunder, you shall ensure that such third party complies in the same way with all of the your obligations under this Agreement and you shall remain liable to Bali Hype for the performance of the obligations of those third parties. You shall use all reasonable efforts to assist Bali Hype in complying with Bali Hype’s own obligations under applicable data protection laws, including Regulation (EU) 2016/679, including in particular in responding to requests from data subjects to exercise their rights under these data protection laws, and will pass details of any such requests which you receive to Bali Hype as soon as possible. You shall provide Bali Hype with evidence of your compliance with the obligations set out in this clause 12 on reasonable request from Bali Hype, and on reasonable notice shall allow Bali Hype or an independent third-party auditor to conduct an on-site audit of your compliance with this clause 12. At Bali Hype’s election, you shall delete or return to Bali Hype all User personal data which you have processed in your performance of your obligations under this Agreement, within 14 days of the termination of this Agreement.
13. Representations and Warranties. You represent and warrant that (i) all of the information provided by you to Bali Hype is correct and current; (ii) you are over 18 years of age; (iii) you have all necessary right, power, and authority to enter into this Agreement; (iv) the Advertising Site and any promotional activities used or created by you do not and will not infringe on Bali Hype’s or any third party’s intellectual property or proprietary rights; and (v) you are acting in your professional capacity and not as a consumer.
14. Indemnification. You agree that your participation in BHPN is at your own risk and you agree to hold harmless, defend (subject to Bali Hype’s right to participate with counsel it selects) and indemnify Bali Hype and its subsidiaries, affiliates, directors, officers, agents, employees and suppliers from and against any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fee) arising from, or in any way related to your or your end users’ use of or participation in BHPN, the Advertising Site and/or your breach of this Agreement. You will not agree to any settlement that imposes any obligation on Bali Hype without Bali Hype’s prior consent.
15. Limitation of Liability. IN NO EVENT SHALL BALI HYPE OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA OR LOSS OF USE) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. BALI HYPE’S SOLE AND COMPLETE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID TO YOU PURSUANT TO THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY PRECEDING YOUR CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE MADE BY YOU WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM OR OF ANY TERMINATION OF THIS AGREEMENT. IF SUCH CLAIM IS NOT FILED THEN THAT CLAIM IS BARRED PERMANENTLY.
16. Disclaimers. BHPN, THE WEBSITE AND THE BALI HYPE BRAND FEATURES ARE PROVIDED “AS IS”,
“WITH ALL FAULTS” AND “AS AVAILABLE.” BALI HYPE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND DUTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, INTERFERENCE WITH QUIET ENJOYMENT OR NON-INFRINGEMENT. BALI HYPE DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT
PARTICIPATION IN BHPN WILL RESULT IN ANY REVENUE OR PROFIT FOR YOU. FOR THE AVOIDANCE OF DOUBT, BALI HYPE DOES NOT GUARANTEE BHPN OR THE WEBSITE WILL BE OPERABLE AT ALL TIMES, INCLUDING OUTAGES (I) TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS;
(II) CAUSED BY ANY FAILURES TO YOUR EQUIPMENT, SYSTEMS OR LOCAL ACCESS SERVICES; OR
(III) FOR PREVIOUSLY SCHEDULED MAINTENANCE.
17. Modification. This Agreement constitutes the entire agreement between the parties. Bali Hype may amend or modify this Agreement at any time. You will be notified of amended or modified terms by email and will have seven (7) days to opt out of accepting the amended or revised terms and terminating your account with and participation in BHPN. Your continued participation in BHPN after Bali Hype has updated terms will constitute acceptance of the amended or modified Agreement.
18. Assignment. Neither party may assign or transfer its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent. Notwithstanding the foregoing, Bali Hype may assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business without notice to you.
19. Force Majeure. Whenever a period of time is herein prescribed for action to be taken by Bali Hype, Bali Hype shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time and any delays (including an allowance for holidays) due to strikes, riots, acts of God, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of Bali Hype.
20. Waiver; Severability. Any waiver of a provision of these terms must be in writing, expressly identify the provision to be waived and signed by an authorized representative of Bali Hype. Our failure to enforce, whether in one instance or repeated instances, your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. If any of the provisions of these terms are held by a court of competent jurisdiction to be unenforceable or invalid, then such provisions will be ineffective to the extent of the court’s ruling. All remaining portions of these terms shall remain in full force and effect.
21. Exclusivity. You agree that at any time you display a Link on the Advertising Site, you will not display any other advertisement or content that your end user would reasonably confuse with Bali Hype’s Link or otherwise associate with Bali Hype.
22. Choice of Law; Venue. The validity, interpretation and construction of this Agreement and all other related matters shall be governed and interpreted by the laws of Ireland without regard to its conflict or choice of law principles (whether of Ireland or any other jurisdiction). Any disputes, controversies or claims arising out of or relating to this Agreement or the breach hereof, the rights granted or obligations undertaken herein shall be resolved in the Irish courts.
23. Miscellaneous. The parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, or an agency relationship between you and Bali Hype. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other party in any way. You acknowledge and agree that Bali Hype and its affiliates may at any time, directly or indirectly, solicit customer referrals on terms that may differ from those contained in this Agreement or may operate sites that are similar to or compete with your site. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected. The headings in this Agreement are inserted for reference only and are not to be considered in the interpretation or construction of the provisions thereof or hereof. In the event the terms of this Agreement conflict with any other terms or policies cited herein, this Agreement will control.