TERMS AND CONDITIONS FOR ADVERTISERS

The Terms and Conditions set out below, together with any Insertion Orders (IO) which form part of and are incorporated by reference herein, set forth the agreement (all terms referred to as the “Agreement”) between the Operator (as identified in the relevant IO) and Kalima Marketing Ltd., a company incorporated in Malta, with registration number C100063, governing the provision of Kalima services covered under a specific IO.

Kalima and the Operator are hereinafter jointly also referred to as the “Parties” and each individually as a “Party.”

BACKGROUND:

A. The Operator Group (whether via the Operator or one of its Group Companies) is the owner and/or operator of one or several online B2C gambling websites (or equivalent applications for mobile devices), which may be supplemented with additional websites/applications from time to time.

B. Kalima Network is a platform for affiliates and operators to collaborate and do business together, as described on our website: https://www.kalimanetwork.com/?lang=en 

AGREED PROVISIONS

1. DEFINITION AND INTERPRETATION

1.1. For the T&Cs, the following words and expressions have the following meanings:

Account means an account identified by a unique username that Kalima, directly or indirectly, holds with the Operator from time to time;

Affiliate Link means the link provided to Kalima by the Operator (or via the affiliate system), which enables the Operator Group to identify Kalima as an affiliate of the Operator Group or enables the Operator Group to identify a visitor to any of the Website(s) as having been directed there from a Kalima Controlled Source;

Bonus Code means any code established by the Operator Group and/or Kalima to assist them in recognising a visitor to any of the Website(s) as having been directed there by Kalima from a Kalima Controlled Source and as having special privileges with the Operator Group;

Brand means a website where gambling products are offered and is distinguished from other brands by the unique URL. 

Confidential Information means all confidential and/or proprietary information of the other Party (or any of its Group Companies), whether communicated orally or in writing, including information concerning the other Party’s inventions, trade secrets, know-how, methods, processes, techniques, code, technologies, existing and potential customer and clients lists, financial information, strategic business plans, other technical, business, and operational information and the terms and conditions of any IO;

Cookies are that mechanism used by the Operator Group to store and retrieve information about and identify a visitor to the Website(s);

Effective Termination Date means any termination of Kalima’s services (the date of any such termination taking effect); 

Fees mean the fees payable by the Operator to Kalima hereunder as calculated following the relevant IO and the provisions of Clause 4, including any set-up fee, fixed fee, cost per acquisition (“CPA”), cost per lead (“CPL”), Revenue Share, any Hybrid deal combinations and/ or break fee as the case may be;

Gross Revenue means the value of the revenues generated by all Referred Players and Qualified Players across all Website(s) where in relation to:

• Sportsbook or casino, the Gross Revenue would be equal to all bets less wins; and
• Poker, the Gross Revenue would be the amount that is charged on each qualified pot in cash ring games and/or the fees charged to Referred Players or Qualified Players to compete in poker tournaments.

Group Company means each and any subsidiary or holding company of either party and any subsidiary of a holding company of that Party (for purposes of these T&Cs, “holding company” and “subsidiary” shall be as defined in the Maltese Companies Act 2006);

Qualified Period means the period of time, irrespective of the termination of these T&Cs, during which a Referred Player keeps a deposit with a member of the Operator Group or is a registered user of, or otherwise acts on, the Website(s);

Intellectual Property Rights means all intellectual property rights of any nature whatsoever and for the full duration of any intellectual property protection afforded to the same, including all: patents, registered trademarks, service marks, copyright, designs, and any and all applications for registration of any of the same wheresoever made; unregistered trademarks, service marks, designs, design right and copyright; databases, know-how, trade secrets, and Confidential Information howsoever arising; computer software; and any right or interest in any of the foregoing;

Kalima Controlled Source means any source from which Kalima or a member of the Kalima Group generates visitors to the Website(s), including websites, email marketing, offline campaigns, paid search, banner display advertising, SEO, organic social, paid social and native advertising;

Kalima Group means Kalima and/or its Group Companies;

Marketing Materials means any marketing or creative materials that have been provided or otherwise made available to one Party by the other (or its Group Companies) in connection with Kalima’s services to the Operator and/or these T&Cs from time to time;

Marks means each Party and its Group Companies’ respective brands, logos, devices, trademarks, domain names, service names, and/or trade names;

Net Revenue means, calculated monthly, the Gross Revenue (monies) received by the Operator less (i) gaming taxes and betting duties, (ii) pay-outs (but excluding bonuses retracted), and (iii) any chargebacks. For the avoidance of doubt, not any jackpot contribution, other taxes, or any other costs or expenses of whatsoever nature will be deducted from the Net Revenue;

Operator Group means the Operator and its Group Companies (or any of them as the context requires);

Player Account means a uniquely identifiable account or profile that enables a Referred Player, or a prospective Referred Player, to participate in any of the services offered via the Website(s) from time to time;

Qualified Player means a Referred Player who, after opening a Player Account, makes the first deposit of money into the account of the Operator Group Website;

Referred Player means a person who (i) has been introduced or referred to the Website(s) via any of the Kalima Controlled Sources; (ii) has not previously held a Player Account; and (iii) registers with any member of the Operator Group by either:

• using an Affiliate Link or Bonus Code;
• using a Cookie provided by Kalima; and/or
• Registering through a landing page or page on the Website(s) as it may appear from time to time for which a URL link is provided to Kalima, and whether or not such Referred Player is or becomes a Qualified Player;

Revenue Share means the fixed percentage of the Net Revenue or Gross Revenue generated by a Qualified Player,  payable every month by the Operator to Kalima by the terms of the T&Cs and the relevant IO;

The term means the period from the Effective Date that continues indefinitely and in full force, until it is terminated following the provisions set out in this T&Cs;

Tracker/link means any method used by the Operator Group to identify a person as having been introduced or referred to a Website by, or otherwise tracked/linked to, Kalima whether or not such person is or becomes a Qualified Player; and

Website(s) means the website or applications for mobile devices which may be supplemented with additional websites/applications from time to time owned or operated by the Operator Group, as specifically contemplated in the IO.

1.2. In these T&Cs, any references, express or implied, to statutes or provisions are references to those statutes or provisions as amended from time to time. The terms include without limiting the sense or scope of the words preceding them. A reference to a clause or a schedule is a reference to a clause of, or schedule to, this T&Cs. Clause and schedule headings do not affect the interpretation of these T&Cs. Each of the Schedules that may be amended from time to time shall have effect as of the date of online postings on the Website. A reference to a paragraph is a reference to a paragraph of the schedule in which the reference appears unless otherwise stated.

A reference in writing or written includes faxes and emails. References to a person include natural persons, companies, partnerships, and any other organisations. The singular includes the plural and vice versa.

In this T&C, any phrase introduced by the words “include,” “including,” “includes,” and “such as” are to be construed as illustrative and shall not limit the sense of the words preceding those words.

2. OTHER TERMS 

2.1 These T&Cs, as may be amended from time to time, are a binding agreement and regulate the relationship between the Parties. The Parties acknowledge and agree hereby that the terms and conditions set out in this Agreement constitute the entire agreement between the Parties and that any conflicting or contradictory terms, conditions, statements, and agreements in any form whatsoever (including, but not limited to, any affiliate program terms, terms and conditions for affiliate services or similar terms made available by the Operator Group on an URL link, click-wrap or browse-wrap agreements, electronic service agreements contained in a scroll box and any other act, usage, or custom of any nature) between the Parties will not be deemed to amend or modify the Agreement. 

It is explicitly agreed between the Parties that the Agreement supersedes and extinguishes the terms of all and any contracts, in any form whatsoever, entered into between Kalima and the Operator, and the terms included in any such contracts will not:

     I. apply to any of the services performed by Kalima, nor 

     II. in any way modify, revise, supplement, or otherwise affect the terms and conditions of the Agreement.

2.2 By entering into an IO, the Operator agrees to be bound by the most recent version of the T&Cs, which may be amended by Kalima from time to time by making updated versions available on https://www.kalimanetwork.com under the section “Terms and Conditions for Advertisers”. The Operator is responsible for ensuring that it is familiar with the most recent version of the T&Cs and must check the T&Cs regularly. The continuation of any IO after the publication of any updated version of these T&Cs shall constitute the Operator’s express acceptance to be bound by such updated T&Cs. In the event the Operator does not agree with the updated T&Cs, the Agreement may be terminated by the Operator following the provisions set out under Clause 9 of the T&Cs.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1 For the duration of the Term, Kalima may refer or introduce persons (or procure the referral or introduction of persons) to the Website(s), in consideration for which the Operator shall pay Kalima the Fees.

3.2 During the Term and for an indefinite period thereafter, the Operator shall (and shall procure that the Operator Group shall) track any person introduced or referred to a Website by Kalima whether or not such person becomes a Referred Player and, further, undertakes to use all reasonable labour to ensure that, at all times, any persons who should be tracked under the Agreement is and remains properly tracked on all Website(s).

3.3 The Operator is not permitted to remove any Referred Player from a Tracker link or to otherwise modify or in any way change the Tracker link assigned to any given person without Kalima’s prior written consent (not to be unreasonably withheld or delayed).

3.4 The Operator will not (and shall procure that no members of the Operator Group will) interfere with Referred Players in any way that lowers the Fees due to Kalima or otherwise take any steps to weigh down the Fees due to Kalima.

3.5 If any person introduced or referred to a Website is moved, transferred, required to create a new player account, or otherwise migrated to any alternative website or equivalent mobile application, irrespective of whether such Alternative Website is, in whole or in part, beneficially owned and/or operated by the Operator Group, the Operator hereby undertakes that it shall procure that those persons are and remain adequately tracked, to Kalima’ sole satisfaction, on the Alternative Website and the Operator shall continue to pay, or procure payment of, the Fees in respect of any such persons in full as would otherwise have been payable by the Operator to Kalima had no migration event or similar occurred.

3.6 If the Operator receives a warning or a notification from any governmental body concerning non-compliance, the Operator shall immediately notify Kalima of such warning or notification.

4. FEES AND PAYMENT 

4.1 In consideration for Kalima referring (or procuring the referral of) persons to the Website(s), the Operator shall pay Kalima the Fees under the terms of the relevant IO and these T&Cs.

4.2 The Operator agrees that it shall not at any time alter the calculation of the Fees as set out in the relevant IO without the prior written consent of Kalima.

4.3 The Operator agrees that notwithstanding any termination of Kalima’s services (“Effective Termination Date”), the Fees payable to Kalima:

     A. in respect of all Qualified Players referred by Kalima before the Effective Termination Date; and,

     B. in respect of all Referred Players who are referred by Kalima before the Effective Termination Date and then become Qualified Players after the Effective Termination Date shall, in each case, be payable throughout the Qualified Period (if a profit share deal is applicable between the Parties).

4.4 Kalima may, at its absolute discretion, elect by notice in writing to the Operator not to receive any Fees in connection with Referred Players registered as residents in certain countries and/or regions within countries. In the event of the provision of such notice to the Operator, the Operator undertakes to comply with its terms.

4.5 The Operator shall pay any invoice it receives from Kalima within five (5) business days of the date of that invoice (“Due Date”).

4.6 The Operator shall make all payments to Kalima in full via bank wire transfer to the bank account designated by Kalima from time to time by an authorised representative of Kalima, as stated in the relevant IO or these T&Cs. All amounts are exclusive of Value Added Tax (VAT) (which shall be payable if appropriate following receipt of a valid VAT invoice) and any other applicable tax. All payments shall be free of any set-off or other deduction unless expressly agreed hereunder.

4.7 Kalima’s acceptance of part payment of any sums required to be paid under the Agreement shall not constitute a waiver or release of the right of Kalima to payment in full of such sums.

4.8 All Brands shall be treated separately, and no negative carry-over shall apply.

4.9 Without prejudice to any other action permitted by applicable law, if the Operator fails to pay any sums owed to Kalima by the Due Date, Kalima shall be entitled to charge interest on the overdue amount at the rate of 4 % over the then current interest rate as established by the European Central Bank, which shall be charged from the day following the date on which the outstanding amount(s) fell due for payment up to the date of actual payment.

5. REPORTING AND AUDIT

5.1 Kalima shall, for an indefinite period, as applicable, have the right to request from the Operator (and the Operator shall within (5) business days upon such request deliver to Kalima) a report or reports in format and frequency as Kalima may reasonably request, and shall contain all information necessary to enable Kalima to verify the accuracy of the payments received from the Operator under this Agreement. The Operator is required, upon such request, to deliver requested reports, including the following information as it relates to the relevant period:

     A. user identification/account name of all Referred Players and Qualified Players received by the Operator during the relevant period, including Tracker link identification and date of registration;

     B. the Kalima Controlled Source that referred the Qualified Player to the Operator;

     C. the date when the relevant referral was made; and

     D. details of amounts deposited and revenue per player, broken down by individual products/offerings.

5.2 No more than twice in any calendar year, Kalima may appoint an independent accountant to examine and audit the books and records kept by the Operator Group to verify compliance of the Operator with its payment obligations hereunder. The Operator shall be entitled to anonymize such player personal data as necessary to comply with its privacy obligations.

5.3 If the independent accountant determines that any amount paid under the Agreement should be adjusted, the Parties acknowledge and agree that such determination shall be final and binding between them, and the Operator will make the adjustment payment within ten (10) business days of such determination. In addition to such adjustment payment, the Operator shall pay Kalima interest on the adjustment amount, from the Due Date up to the date of actual payment, at the rate of 4 % over the then current interest rate as established by the European Central Bank.

5.4 Any inspection or audit under Clause 5 shall be at Kalima’s expense unless the inspection reveals a discrepancy over 3 % of the sums due, in which case the Operator shall reimburse Kalima for the costs of any such audit.

6. WARRANTIES

6.1 Each Party represents and warrants to the other that:

     I. it is duly authorised to sign and execute any IO and accept these T&Cs;

     II. it acts as an agent for itself and all of its Group Companies, and it has the requisite rights and authority to do so;

     III. it has and will retain through the Term right, title, and authority to enter into any IO and accept these T&Cs, to grant to the other Party the rights and licences granted in these T&Cs, and to perform all of its obligations under any IO and these T&Cs; and

     IV. it has and will maintain in force all necessary authorizations, registrations, consents, and licences to enable it to fulfil its obligations under any IO and these T&Cs and that it fully complies with all applicable laws and regulations.

6.2 Each Party agrees to:

     I. perform any further act/s and execute and deliver any further document(s) which may be reasonably required to carry out the provisions of any IO and/or these T&Cs, and,

     II. at all times act in good faith to preserve for the other Party the benefits intended under any IO and these T&Cs.

7. LIABILITY

7.1 To the maximum extent set out by applicable law, Kalima’s aggregate liability in respect of any damage, loss, cost, claim, or expense (including, but not limited to, legal and other professional fees and disbursements) (“Loss”) caused or contributed to by Kalima, its Group Companies and/or it’s or their respective personnel shall not exceed the amount of Fees paid by the Operator to Kalima in respect of the relevant IO in the six months period preceding the event giving rise to the Loss, whether such liability arises in contract, tort (including negligence), breach of statutory duty or otherwise.

7.2 In addition to any limitation of liability appearing in any other provision, Kalima is not held liable to the Operator for any of the following types of loss or damage:

     I. Incidental, indirect, or consequential damages of any kind; Loss of business, profits, revenue, contracts, or anticipated savings; or loss or damage arising from loss, damage, or corruption of any data;

     II. The provisions of this Agreement allocate the risks between Kalima and The Operator, and The Operator agrees and acknowledges that Kalima’s services reflect this allocation of risk and the limitations of liability;

     III. Kalima will not be held liable for any direct/indirect or special/consequential damages (or loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Operator, even if we have been advised of the possibility of such damages.

7.3 The Operator agrees to indemnify Kalima against all liabilities, costs (including, without limitation, all reasonable legal costs), claims, and demands to Kalima whatsoever arising as a result of a breach of the warranties, laws, obligations, representations, undertakings, and Privacy Policy made by the Operator.

7.4 Kalima shall bear no responsibility for activities or any other conduct of the Operator regarding the cooperation, and the Operator agrees with this.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 The Operator hereby grants to Kalima (and each member of the Kalima Group and their respective personnel and independent contractors) for the Term a non-exclusive, irrevocable licence to use the Operator Marks and Marketing Materials to fulfil its obligations under the Agreement.

8.2 The Operator represents and warrants that the use by Kalima and its Group Companies of the Operator’s Marks and Marketing Materials as permitted hereunder shall not infringe any intellectual property and/or other rights of any third party.

8.3 Kalima (or the relevant member of the Kalima Group) is and shall remain the owner of all Intellectual Property Rights in any Marketing Materials that it creates or provides to the operator (or its Group Companies), except only to the extent that such Marketing Materials contain the Operator’s Marks or Marketing Materials.

9. TERM AND TERMINATION

9.1 These T&Cs shall apply to any IOs entered into between the Parties from the Effective Date and shall continue indefinitely and in full force until it is terminated following the provisions set out herein.

9.2 The Agreement may be terminated by either Party at any time by providing thirty (30) days written notice to the other Party.

9.3 Each Party shall be entitled to terminate the Agreement with immediate effect by giving written notice:

     A. if the other Party is in material breach of any term, condition, or provision of the Agreement and does not remedy such breach within three (3) business days of being required by written notice to do so;

     B. if the Operator does not hold any necessary gambling licence for any of the Website(s);

     C. if the other Party suspends or threatens to suspend the payment of its debts or is unable to pay its debts or ceases to or threatens to cease to carry on its business or a substantial part of its business; 

     D. if the other Party fails to pay any invoice within thirty (30) days of the relevant Due Date; or

     E. if the other Party becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors, or any of its assets is the subject of any form of seizure, or goes into liquidation, either voluntary or compulsory, or if the receiver or administrator is appointed over its assets.

9.4 For purposes of notification of termination, delivery via email is considered a written and immediate form of notification as set out in Clause 10.

9.5 These T&Cs shall continue to apply, notwithstanding any termination of an IO.

9.6 Termination of these T&Cs and/or the relevant IO shall be without prejudice to the Operator’s obligation to:

     A. make payment to Kalima of any amounts accrued up to the date of such termination, or,

     B. to pay the Fees throughout the Qualified Period as specified in Clause 4.3.

9.7 Kalima shall have the right to terminate this Agreement immediately upon written notice to the Operator in the event it reasonably determines that: 

     I. any changes in the law, government regulation, or other governmental acts that make it impossible, illegal, or otherwise materially affect Kalima’s ability to continue providing the services and/or engaging in the Agreement; 

     II. the Operator or any of its officers, directors, employees, agents, or representatives is or might be engaged in, or about to be engaged in, any activity, or is or has been involved in, any relationship which does or could jeopardise Kalima’s businesses or licences that it holds or will be obtaining;

     III.

     IV. the existence of the Agreement does or could jeopardise Kalima’s businesses or licences; or,

     V.

     VI. any of Kalima’s licences are threatened to be or are denied, reduced, suspended, or revoked as a result of Kalima’s relationship with the Operator under the Agreement.

Furthermore, Kalima shall have the right to terminate the Agreement immediately upon written notice to the Operator in the event the Operator fails to comply with or meet any requirements listed in Clauses 3.6 and/or 6.

9.8 Any provision of the Agreement that specifically or by implication is intended to come into or continue in force on or after the termination of the Agreement shall remain in full force and effect.

9.9 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement, which existed at or before the date of termination or expiry.

10. NOTICES

10.1 All notices or other communications required or permitted by the Agreement will be in writing and will be sufficiently delivered to: [email protected]. 

10.2 Any such emailed notices or communications will be deemed to have been effective upon the date of sending the email.

10.3 Any email address set forth or referred to in this Clause may be changed by written notice of such change provided as contemplated in this Clause.

11. CONFIDENTIALITY

11.1 Each Party undertakes that it will not at any time disclose or permit the disclosure of any Confidential Information, except:

     A. to the extent that is strictly required by applicable law or stock exchange rules or by any competent authority but in that case, to the extent permitted by applicable law and/or stock exchange rules, only after consultation with the other Party about the timing and content of such disclosure;

     B. to its professional advisers subject to a duty of confidentiality and only to the extent necessary for any lawful purpose; and,

     C. to the extent that such Confidential Information is or comes into the public domain other than as a result of the breach of the Agreement.

11.2 The provisions of this Clause 11 shall survive the termination of these T&Cs.

12. APPLICABLE LAW AND JURISDICTION 

12.1 The Agreement shall be governed by and construed under the laws of Malta.

12.2 In the event of any dispute or claim arising out of or relating to the Agreement, or the breach, interpretation, termination, or validity thereof, the Parties agree to refer such dispute or claim to arbitration. The arbitration shall take place under the Rules of Arbitration as established under the Malta Arbitration Act (Cap 387 of the Laws of Malta), as in force at the time the dispute is referred to it. The place of arbitration shall be in Malta. There shall be one arbitrator jointly appointed by both Parties or in default of agreement on the arbitrator. There shall be three arbitrators appointed by the said Rules. The arbitration shall be held according to the laws of Malta both insofar as matters of procedure as well as concerning substantive matters. The Parties agree that the award of the arbitrators shall be the sole and exclusive remedy between them regarding any claims, counterclaims, or other issues arising out of the Agreement, and the award shall be final and binding. The language to be used in the arbitral proceedings shall be the English language.

12.3 The exclusive jurisdiction of the Courts of Malta shall apply for any claim for non-payment of Fees due under the Agreement.

13. DATA PROTECTION 

13.1 The Parties acknowledge that during the performance of the Agreement, they may process personal data relating to the other Party’s employees, consultants, or other individuals that work for such a Party or its affiliates, their customers, or contacts at customers, suppliers, and other commercial partners. The Parties must keep personal data confidential and not use or disclose it other than as necessary and appropriate for the proper performance of the Agreement or to pursue a legitimate interest.

13.2 The Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27th, 2016, on the protection of natural persons concerning the processing of personal data and the free movement of such data (“GDPR”), together with any applicable local data protection laws, as applicable from time to time, apply to the personal processing data of both Parties’ in connection with the Agreement.

13.3 Kalima’s privacy policy can be found at:
https://www.kalimanetwork.com/privacy-policy/

13.4 The Parties agree to enter into a data processing agreement if a Party reasonably deems this suitable concerning the performance of its obligations under the relevant IO or these T&Cs.

14. INSERTION ORDERS (IOs)

The Parties may, from time to time, agree on insertion orders which set out the commercial terms agreed between them (each an “IO”). All IOs agreed between Kalima, and the Operator shall be governed by these T&Cs, if not otherwise specified. In case of any discrepancies between these T&Cs and the IO, the latter shall prevail.

15. MISCELLANEOUS  

15.1 The Operator shall remain the sole Party responsible for the content of the Website(s) and for the conduct of its (and the Operator Group’s) business in general. Kalima acts purely as an intermediary in the acquisition of persons as customers of the Website(s). The Parties are independent contractors. No partnership or joint venture is intended to be created by this Agreement, nor any employer-employee relationship. Neither Party has, nor shall attempt to declare, the authority to make commitments for or to bind the other Party in any manner whatsoever.

15.2 No consent by a Party to, nor a waiver of, a breach by the other, whether express or implied, shall constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the Party claimed to have waived or consented. Except as otherwise provided herein, no term or provision hereof shall be deemed waived, and no breach excused unless a written notice has been given to that effect.

15.3 The Agreement may only be relied on by the Parties, and no other person will have any right to enforce any of their terms or provisions.

15.4 The Agreement shall be binding upon the Parties and each of their respective successors and permitted assigns and transferees.

15.5 Neither Party to the Agreement shall be entitled, without the prior written consent of the other, to assign, novate or otherwise transfer all or any of its rights or obligations under these T&Cs or the IO. Notwithstanding the foregoing, Kalima may assign, novate or otherwise transfer the Agreement and/or any of its rights, duties, and/or obligations to any company within the Kalima Group and may use independent contractors to assist with Kalima’s services to the Operator.

15.6 A Party shall not be liable for any failure to perform its obligations under the Agreement if that failure is beyond the reasonable control of that Party, including as a direct result of force majeure.

15.7 If a provision of the Agreement is held by any court, tribunal, or administrative body of competent jurisdiction to be invalid, illegal, not binding, or unenforceable, either in whole or in part, the other provisions of this Agreement will remain in full force and effect. The invalid, illegal, not binding, or unenforceable provision, or part provision, will be deemed to apply with the minimum changes necessary, taking into consideration the substance and purpose of the Agreement, for such provision to be valid, legal, binding, and enforceable and to accomplish the intended economic effect of the original provision, or part provision, to the fullest extent possible.

April 8, 2024  (the “Effective Date”)