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DPT Sports Group Affiliate Program and the participating Sports Books are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Agreement.
You shall defend, indemnify, and hold DPT Affiliates, their directors, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement contained in this Agreement, (b) the performance of your duties and obligations under this Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and link or this Affiliate Program.
We make no express or implied warranties or representations with respect to the Affiliate Program, the participating Sports Books or referral fee payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. Our obligations under this Agreement do not constitute personal obligations of our directors or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.
You acknowledge that you have read this Agreement and Agree to all its Terms and Conditions. You understand that we may at any time (directly or indirectly) Solicit Customer Referrals on terms that may differ from those contained in this agreement or operate or contract with web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in this Affiliate Program and are not relying on any Representation, Guarantee, or Statement other than as set forth in this Agreement.
The laws of Costa Rica will govern this Agreement, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in Cost Rica and you irrevocably consent to the jurisdiction of its courts.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against you and us and our respective successors and assigns.
Our failure to enforce 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. No modifications, additions, deletions or interlineations of this Agreement are permitted or will be recognized by us.
None of our employees or agents may verbally alter, modify or waive any provision of this Agreement.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective. In witness whereor, you expressly agree to the Terms and Conditions of this Agreement by downloading our banners and creating a link from your site to ours.