OWNERSBOX 3.0 CORPORATION
AFFILIATE PROGRAM REFERRAL FEE SCHEDULE 
 
In consideration for your participation in the OwnersBox 3.0 Corporation (“OwnersBox") Affiliate Program (the "Program"), OwnersBox will pay you a guaranteed Referral Fee (defined below).  
 
1. Referral Fees.  
 
(a) Generally. Referral Fees (defined below) will be paid until the one (1) year anniversary date from each such referred player’s initial opening of a valid account with OwnersBox. No Referral Fees shall be paid for any entry fees made after the one (1) year anniversary date from his/her initial opening of a valid account with OwnersBox. 
 
(b) Guaranteed Payment Referral Fee Program. For each referred player, OwnersBox will pay you in accordance with the following “Referral Fee” schedule: 
i. $30.00 for your first 25 referrals per month; 
ii. $40.00 for your next 74 (26-99) referrals per month; and 
iii. $50.00 for each additional referral (100+) per month. 
 
2. Payment. Referral Fees will be reported and paid monthly, provided that if the total Referral Fees for a given month are less than $50.00, payment will be held until the total Referral Fees equal or exceed $50.00. 
 
3. Referred Player Dispute. If a referred player files a dispute regarding his/her original deposit or an entry fee paid, any Referral Fees concerning such disputed amount shall become frozen until the dispute is settled. If the dispute is settled in OwnersBox’s favor, any associated Referral Fees will become payable to you. If the dispute is settled in the referred player’s favor, any associated Referral Fees shall not be paid to you and if Referral Fees have already been paid out to you, the amount of such Referral Fees on the disputed charges shall be deducted from your account. 
OwnersBox may modify the Referral Fees paid by posting to the OwnersBox website or by email. Your participation in the Program after such changes or modifications have been made shall constitute your acceptance of the revised Referral Fees. If you do not agree to be bound by the revised Referral Fees do not participate in the Program. 
 
OWNERSBOX 3.0 CORPORATION 
AFFILIATE PROGRAM TERMS AND CONDITIONS 
 
These Affiliate Program Terms and Conditions (the “Agreement”) contain the complete terms and conditions between you ("you", "your" or the "Affiliate") and OwnerBox 3.0 Corporation (from here on "OwnersBox", "we", "our" or "us") regarding your participation in the OwnersBox Affiliate Program (the "Program"). Affiliate and OwnersBox may individually be referred to as a “Party” or jointly as the “Parties” from time to time throughout this Agreement.  
NOTE: If you have a separate agreement with OwnersBox regarding referrals to the OwnersBox website, then your separate agreement shall prevail over the terms of this Agreement pursuant to its terms and this Agreement shall not apply to you. 
In order to become an affiliate of OwnersBox you must submit a completed application form. You will find the application on the Affiliate page of the OwnersBox website. OwnersBox may accept or reject your application for any reason. For purposes of this Agreement, the date your application is accepted by OwnersBox shall be the “Effective Date” of this Agreement.  

 

BACKGROUND 
WHEREAS, OwnersBox operates a fantasy sports contest platform (the “Platform”);  
WHEREAS, OwnersBox desires to obtain Affiliates services whereby Affiliate will promote 
OwnersBox’s Platform through Affiliate’s social media presence and general marketing practices; and 
WHEREAS, Affiliate wishes to include certain materials promoting the OwnersBox and its Platform, and to include a link to the OwnersBox’s Platform within those materials on Affiliate’s website, social media accounts, or other Affiliate-owned sources. 
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Affiliate and OwnersBox agree as follows: 
1. Promotional Materials. OwnersBox shall make available to Affiliate advertisements, written copy, links, text links, and/or graphic or textual material (the “Promotional Materials”) for display or use on the Affiliate website, social media accounts, or other medium, (the “Affiliate’s Accounts”). Affiliate shall display the Promotional Materials on Affiliate’s Accounts prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.  Affiliate shall also include a link from the Promotional Materials to the OwnersBox’s Platform as specified by OwnersBox. 
 
2. Use of Promotional Materials. The Affiliate’s use and display of the Promotional Materials on Affiliate’s Accounts shall conform to the following terms, conditions and specifications: 
 
a. Affiliate may not use any graphic, textual or other materials to promote OwnersBox’s website, products or services other than the Promotional Materials, unless OwnersBox agrees to such other materials prior to their display. 
 
b. Affiliate may only use the Promotional Materials for the purpose of promoting OwnersBox’s Platform (and the products and services available thereon), and for linking to OwnersBox’s website. 
 
c. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by OwnersBox, without OwnersBox approval. 
 
d. The Promotional Materials will be used to link only to OwnersBox’s website or app and to the specific page and address as specified by OwnersBox. 
 
e. In no event may Affiliate use the Promotional Materials, OwnersBox’s name, or any reference to the OwnersBox via any Google search traffic without the written consent of OwnersBox.  
 
3. Advertising & Marketing Restrictions. Affiliate shall not run any advertisements or marketing campaigns that OwnersBox does not approve in writing in advance. Affiliate agrees that in performing its services hereunder it shall not engage in any of the following marketing or advertising activities or any other marketing or advertising activities that OwnersBox believes interferes, intercepts, redirects, or otherwise influences OwnersBox’s organic web traffic.  
 
a. Affiliate shall not direct linking on ads to www.ownersbox.com, but instead must link any ads to their own landing page/website.  
 
b. Affiliate is prohibited from registering domains that contain OwnersBox’s brand, or any domains with similar spellings to OwnersBox’s brand. 
 
c. Affiliate’s landing pages must match the display URL, and cannot redirect or jump pages that immediately redirect to Affiliate’s website. 
 
d. Affiliate shall be prohibited from using old, or invalid offers. 
 
e. Affiliate shall not use any of the following Keywords in any online advertisements or marketing materials: 
 
i. OwnersBox 
ii. * OwnersBox Promo Code (any variation) 
iii. * OwnersBox Invite Code (any variation) 
iv. * OwnersBox Referral Code (any variation) 
v. OwnersBox.com (or any variation of OwnersBox with the domain) 
 
f. Affiliate shall not use any metadescriptions, H1, or H2 tags that that use “OwnersBox Promo Codes”, “OwnersBox Referral Code”, “OwnersBox Invite Code”, or any iteration or derivation of those phrases. 
 
Any violation of this Section 3 shall provide OwnersBox with the right to immediately terminate this Agreement, to cancel any payments or Referral Fees tied to Affiliate’s actions that violate this Section 3, and request a refund of any payments made pursuant to Affiliate’s actions that violate this Section 3.  
 
4. License. OwnersBox hereby grants to Affiliate a revocable, non-exclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the license shall expire upon the expiration or termination of this Agreement. 
 
5. Intellectual Property. OwnersBox retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the license, as set forth in Section 2. 
 
6. Promotional Credit. OwnersBox may provide Affiliate with promotional credit that allows Affiliate to play fantasy sports contests on the Platform. Affiliate is not allowed to withdraw any promotional credit. The sole purpose of promotional credit is for the purposes of marketing the OwnersBox’s Platform.  
 
7. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between OwnersBox and Affiliate. Affiliate shall provide services for OwnersBox as an independent contractor. Affiliate shall have no authority to bind OwnersBox into any agreement, nor shall Affiliate be considered to be an agent of OwnersBox in any respect. 
 
8. Payment. 
 
a. Definitions. For the Purposes of this Agreement: 
 
(i) Referral” shall mean a Platform User that is directed to the Platform through the Affiliate Accounts through the use of a hypertext transfer link residing on the Affiliate Accounts that automatically connects any person who clicks on said link to the Platform, and which link has been supplied to you as part of the Program and after having been directed to the Platform through the use of the link supplied to you as part of the Program then opens a valid account and makes a $25.00 deposit with OwnersBox on the Platform, and enters one paid Contest (defined below) on the Platform. For a referred customer to be eligible to earn the Affiliate a Referral Fee, the referred customer must clickthrough an Affiliate Link to the Platform and must (1) deposit and enter a minimum of $25.00 of entry fees and (2) enter one paid Contest, in real money Contests on the Platform. Notwithstanding the foregoing, a person shall not be deemed a "Referral" entitling you to a commission or "Referral Fee" if that person leaves the Platform after having been directed there through the link which has been supplied to you as part of the Program without opening a valid account with OwnersBox and making a deposit with us on the Platform, even if at some later time that same person returns to the Platform on his own or via a third party link and at that later time opens a valid account and makes a deposit with us on the Platform.  
 
(ii) Referral Fee Period” shall refer to the period starting on the Platform User Start Date and expiring on the twelve (12) month anniversary of the Platform User Start Date. 
 
(iii) Contest” shall refer to any skill-based fantasy sport contest offered on the Platform. 
 
(iv) Platform User” shall refer to Platform account holders who create an account using an Affiliate code provided by OwnersBox to Affiliate, or an account holder tied to a UTM code appended to a URL provided by OwnersBox to Affiliate in order to track mobile and desktop traffic. 
 
(v) Platform User Start Date” shall refer to the day upon which a Platform User first places an entry fee on the Platform.  
 
b. Referral Fees. OwnersBox shall pay Affiliate “Referral Fee(s),” in United States Dollars (“USD”), as follows: 
 
(i) $30.00 USD for your first 25 referrals of new Platform Users per month; 
(ii) $40.00 USD for your next 74 (26-99) referrals of new Platform Users per month; and 
(iii) $50.00 USD for each additional referral (100+) of new Platform Users per month. 
 
c. Payment Terms. Referral Fees will be reported and paid monthly, provided that the total Referral Fees for a given month meet the Referral Fee Threshold (defined below). 
 
d. Referral Fee Clawback. If a referred new Platform Users player files a dispute regarding his/her original deposit or an entry fee paid, any Referral Fees concerning such disputed amount shall become frozen until the dispute is settled. If the dispute is settled in OwnersBox’s favor, any associated Referral Fees will become payable to you. If the dispute is settled in the referred player’s favor, any associated Referral Fees shall not be paid to you and if Referral Fees have already been paid out to you, the amount of such Referral Fees on the disputed charges shall be deducted from your account. 
 
e. Referral Fee Threshold. Referral Fees shall only be made to Affiliate provided the fees owed have reached a minimum of fifty dollars ($50.00) (“Referral Fee Threshold”) in accrued Referral Fees. If Affiliate has accrued Referral Fees below the Referral Fee Threshold, those Referral Fees shall continue to roll over to the next payment period until an amount equal to or greater than the Referral Fee Threshold has been met.  
 
f. Tracking Discrepancies. You acknowledge that our internet tracking services are subject to factors beyond our reasonable control that may cause discrepancies in matching qualifying links to subscribers. Without limiting the foregoing, this includes the inability to track users that have disabled “cookies.” For example, we are not able to track transactions involving customers with browsers set to disable "cookies" and who browse other websites owned or operated by other program affiliates before completing their purchase of a subscription. You acknowledge that such discrepancies are unavoidable with internet tracking and will not constitute a breach of this Agreement. 
 
g. Taxes. Affiliate shall be responsible for paying any and all applicable taxes (if any) due to all taxing authorities arising from, or in connection with, Affiliate’s services hereunder. OwnersBox may require Affiliate to provide a W-9, or similar tax identification information, as a condition precedent to receiving any Referral Fee payments.  
 
h. Termination. Upon termination of this Agreement, OwnersBox shall pay all Affiliate Referral Fees earned, even amounts below the Referral Fee Threshold, during the next payment period. OwnersBox shall not pay Affiliate any Referral Fees that arise (1) before Affiliate executes this Agreement, or (2) after termination of this Agreement. 
 
i. Fraud. You also acknowledge and agree that you shall not be entitled to a commission or Referral Fee for any player which we determine is the result of possible fraudulent activity. You further acknowledge and agree that we shall have the right, in our sole and exclusive discretion, at any time to expand or modify what it determines to constitute possible fraudulent activity. Without limiting the foregoing, possible fraudulent activity shall include without limitation, the following circumstances or activities: (i) Where the player has used or attempts to use a credit card number which is in a negative data base; (ii) Where there are multiple players from a single IP address within a short period of time; (iii) Where there are sequential or multiple players under different names, or variations of the same name using the same credit card number, or sequential names or patterns of names using different credit card numbers; (iv) Where there has been an attempt to put through a credit card with a bin number that is listed in a negative bin number database; (v) Where there have been sequential or multiple attempts to register or subscribe from a credit card using the same bin number and sequential or multiple number strings to complete the credit card number. 
 
j. Chargebacks. You acknowledge and agree that we shall have the right to deny or withhold payment from you and terminate this Agreement and your participation in the Program if we determine there has been an abnormal number of chargebacks or cancellation which have been referred to the Platform through your Affiliate Accounts. 
 
9. Term & Termination.  
 
a. This Agreement shall commence upon the Effective Date and shall end twelve (12) months after the Effective Date, unless earlier terminated as described herein. 
 
b. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party written notice thereof. Written notice can be in the form of mail, email, or fax.  
 
c. This Agreement will terminate immediately upon any material breach of this Agreement by Affiliate. In the event of termination under this Section 9(c), the Affiliate’s Referral Fees shall immediately cease and OwnersBox shall owe Affiliate no further payments under this Agreement. 
 
d. OwnersBox shall have the right to terminate this Agreement immediately with written notice, in the event that OwnersBox sells at least 10% of its assets or stock/membership interest, or through an investment in which the investing party acquires at least one (1) new board member. 
 
e. If termination is for any reason other than material breach by Affiliate, then OwnersBox shall pay Affiliate all commission payments owed at the time of termination within thirty (30) days of termination.  
 
10. Affiliate’s Representations and Warranties. Affiliate represents and warrants the following: 
 
a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement. 
 
b. Affiliate is over the age of eighteen (18) years old, or if the legal age of majority is greater than eighteen (18) years old, then Affiliate is the age of majority in the jurisdiction in which Affiliate resides. 
 
c. If Affiliate is entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you" or "your" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, we find that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement. We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication reasonably believed by us to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, we reserve the right (but undertakes no duty) to require additional authentication from you. 
 
d. If Affiliate is a citizen or resident alien of the United States or a United States entity or foreign entity authorized to do business in the United States, you shall supply us with a valid taxpayer identification number that is representative of, and exactly matches the name you provide. Your failure to supply that information will constitute a breach of this Agreement and a basis for terminating this Agreement. To comply with IRS reporting requirements, we have the right to use a reporting agency to verify and/or modify information as warranted. 
 
e. Affiliate’s Accounts do not contain any materials that are pornographic; hateful, threatening, harmful, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); graphically violent, including any violent videogame images, or solicitous of any unlawful behavior. 
 
f. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 or otherwise agreed by OwnersBox. 
 
g. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein. Affiliate grants an exclusive perpetual license to the OwnersBox for any content created by Affiliate under the terms of this Agreement that may not be the property of the OwnersBox.  
 
h. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference OwnersBox or OwnersBox’s website unless OwnersBox gives prior written consent to the distribution of such materials. Affiliate will not use OwnersBox’s name (or any name that is confusingly similar to OwnersBox’s name) for any purpose on its website, in its Promotional Materials, or in any other context except to promote OwnersBox’s website as specified in this Agreement.  
 
i. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing OwnersBox or OwnersBox’s website. 
 
11. OwnersBox Representations and Warranties. 
 
a. General. OwnersBox represents and warrants that: (i) it has the full legal right and power to enter into and fully perform this Agreement; (ii) the execution and performance of this Agreement will not conflict with or result in a breach, termination, cancellation or acceleration of any right, obligation or benefit of or under any other agreement that is material to such party; and (iii) it has sufficient right and interest in and to its intellectual property as necessary to grant all the rights to the other party or perform its obligations under this Agreement.  
 
b. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER OWNERSBOX NOR ITS PRINCIPALS AND AGENTS MAKES ANY WARRANTIES OR REPRESENTATIONS WITH REGARD TO ANY MATTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. OWNERSBOX DOES NOT WARRANT THAT ACCESS TO OR USE OF ITS PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. 
 
12. No Representation of Success or Profitability. You hereby confirm and acknowledge that neither OwnersBox, any agent or representative of OwnersBox, nor any other person has at any time in the past, represented to you or has otherwise directly or indirectly communicated in any manner to you any guarantee, reassurance or any other communication of any kind regarding: (a) the potential profitability or likelihood of success of your participation in the Program as set forth in this Agreement or otherwise; (b) the possibility or likelihood that use of any products and/or services provided pursuant to this Agreement can or will result in the recoupment of any funds expended by you; or (c) the existence, nonexistence, size or any other characteristics of any market for any products or services which involve your participation in the Program pursuant to this Agreement. You expressly acknowledge and agree that the success of any business endeavors which involve your participation in the Program pursuant to this Agreement, 
like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, your administrative capabilities, and that the ultimate success or failure of your business rests with you and not us. You further expressly agree not to raise any claim of any kind against OwnersBox and you agree to hold OwnersBox harmless from any claim of loss to you directly or indirectly resulting from your decision to participate in the Program pursuant to this Agreement. 
 
13. Limitation of Liability. EXCEPT FOR ANY LIABILITY ARISING FROM THE PARTIES’ INDEMNIFICATION OBLIGATIONS, (A) IN NO EVENT WILL EITHER PARTY OR ITS PRINCIPALS AND AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, 
DAMAGES FOR LOSS OF BUSINESS REVENUE OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY OR ITS PRINCIPALS AND AGENTS UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF HANDLE SHARE PAYMENTS THAT ARE PAID OR PAYABLE BY COMPANY DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. 
 
14. Non-Disclosure.Confidential Information” is all information or data, regardless of form or media, that is disclosed to by one Party to the other, whether before or after the date of this Agreement, as well as all information and data generated by the OwnersBox or its representatives that contains, reflects or is derived from the furnished information or data, including, without limitation, technical or non-technical information, patents, copyrights, trade secrets, proprietary information, methods, ideas, concepts, designs, inventions, know-how, processes, computer or software programs, software source documents, source codes, object codes, schematics, formulae related to the current, future and proposed products and services of the OwnersBox, research, experimental work, development, design details and specifications, samples, models, engineering data, financial records, accounting records, financial statements, forecasts, models, projections, budgets, plans (whether business, strategic, marketing or other), client or customer lists, prospective client or customer lists, sales data, sales analysis, equipment and other assets, prices, cost or profit figures, sources of supplies, pricing methods, personnel, market research, and business relationships or details of a proposed transaction, any terms of the history and status of any loans and any terms of a negotiated purchase price, in each case regardless of whether marked “Confidential” or “Proprietary.” The confidentiality and nondisclosure obligations of this Agreement with respect to any portion of the Confidential Information shall not apply if the Affiliate receiving the information can document that the Confidential Information was (i) already known to the Affiliate receiving the Confidential Information; (ii) was in the public domain at the same time it was communicated to the Affiliate by OwnersBox; (iii) was developed by Representatives of the Affiliate independently of and without any reference to any information communicated to the Affiliate by the OwnersBox; or (iv) was communicated in response to a valid subpoena or order by a court or by a governmental body. 
 
a. The Affiliate hereby agrees that it and its representatives will use the Confidential Information solely for the purpose of performing its duties under this Agreement, that the Confidential Information will be kept strictly confidential, and that the Affiliate and its representatives will not disclose, divulge or communicate any of the Confidential Information to any person, firm or entity, in any manner whatsoever. The Affiliate agrees to transmit the Confidential Information only to such of its representatives (a) who need to know the Confidential Information to assist in performing services under this Agreement, (b) who are informed of the terms of this Agreement and (c) who agree to be bound by the terms hereof as if a party hereto. In any event, the Affiliate shall be liable for disclosure of any Confidential Information in violation of this Agreement. In addition, Affiliate agrees that, without the prior written consent of the OwnersBox, that the Affiliate and its representatives will not disclose to any other person the fact that the Confidential Information has been made available to the Affiliate and/or its representative. 
 
15. Indemnification. Affiliate agrees to indemnify and hold harmless OwnersBox and its respective directors, officers, agents and employees (each, a “OwnersBox Indemnified Person”) from and against any damages, and shall reimburse each OwnersBox Indemnified Person for all reasonable expenses (including reasonable attorney’s fees) as they are incurred in investigating, preparing or defending any claim, action, proceeding, or investigation, whether or not in connection with pending or threatened litigation and whether or not any OwnersBox Indemnified Person is a party, arising out of or in connection with any breach of this Agreement, or any negligent acts or misconduct by Affiliate. Despite the foregoing, Affiliate shall not be responsible for any damages of any OwnersBox Indemnified Person that have resulted from the gross negligence or willful misconduct of such OwnersBox Indemnified Person in connection with any of the advice, actions, inactions, deliverables or services referred to in this Agreement. Further, OwnersBox agrees to indemnify and hold harmless Affiliate and its respective directors, officers, agents and employees (each, a “Affiliate Indemnified Person”) from and against any damages, and shall reimburse each Affiliate Indemnified Person for all reasonable expenses (including reasonable attorney’s fees) as they are incurred in investigating, preparing or defending any claim, action, proceeding, or investigation, whether or not in connection with pending or threatened litigation and whether or not any Affiliate Indemnified Person is a party, arising out of or in connection with any breach of this Agreement, or any negligent acts or misconduct by OwnersBox. Despite the foregoing, OwnersBox shall not be responsible for any damages of any Affiliate Indemnified Person that have resulted from the gross negligence or willful misconduct of such Affiliate Indemnified Person in connection with any of the advice, actions, inactions, or services referred to in this Agreement. 
 
16. Confidential Nature of Agreement. The Parties agree that this Agreement, its terms, and all negotiations between them, constitute confidential information and shall not be disclosed by Affiliate to anyone except to the extent reasonably necessary:  (a) to those attorneys, accountants, partners or governmental entities who have need to know such information, for the purposes of addressing issues relating to state or federal taxes, (b) as required by a court order, (c) as required by an insurer, or (d) as required by law.  Affiliate agrees and warrants that it will provide at least three (3) days written notice to the OwnersBox and a reasonable opportunity to seek a protective order or other appropriate relief before any disclosures occur pursuant to a subpoena or other legal compulsory process, unless compelled by law to make disclosure before giving such notice.  The Parties acknowledge that this confidentiality provision is a material term of this Agreement. Affiliate will be in material breach of this Agreement if Affiliate discloses any terms of this Agreement to any third party not directly associated with Affiliate or the OwnersBox. 
 
17. Miscellaneous. 
a. Notices. Any notice or other communication required or permitted by any provision of this Agreement shall be in writing and shall be deemed to have been given or served for all purposes if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, addressed to the Parties. 
 
b. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all prior discussions between the Parties.  There are no terms, obligations, covenants, express or implied warranties, representations, statements or conditions other than those set forth in this Agreement.  Except as otherwise expressly stated herein, no variations or modification of this Agreement or waiver of any of its terms or provisions shall be valid unless in writing and signed by both parties. 
 
c. Amendment.   Except as otherwise expressly stated herein, this Agreement shall not be modified or amended except by written agreement of the Parties hereto. 
 
d. Governing Law. Each of the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, excluding its laws relating to conflict of laws. The exclusive venue for any judicial proceedings or lawsuits involving this Agreement shall be in New Castle County, Delaware. 
 
e. Counterpart. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same Agreement. 
 
f. Delay; Partial Exercise. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 
 
j. Severability. Should any part of the Agreement for any reason be declared invalid or unenforceable, providing the remaining portions continue to reflect the original intent of the parties, the remaining portions shall remain in force and effect as if this Agreement had been executed with the invalid or unenforceable portion thereof eliminated and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared invalid or unenforceable.  Should any material term of this Agreement be in conflict any laws or regulations, the parties shall in good faith attempt to negotiate a lawful modification of this Agreement which will preserve, to the greatest extent possible, the original expectation of the Parties. 

k. Assignment; Successors & Assigns. Affiliate may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of OwnersBox, and any attempts to do so shall be null and void. Subject to the foregoing limitation, the Agreement, will inure to the benefit of and be binding upon the Parties, their successors, administrators, heirs, and permitted assigns. 
 
l. Modification. OwnersBox, in its sole discretion, may change or modify this Agreement and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to www.OwnersBox.com (the "Site"). You acknowledge and agree that (i) OwnersBox may notify you of such changes or modifications by posting them to the Site and (ii) your use of the Site or participation in the Program after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or participate in the Program. In addition, OwnersBox may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account information, including your email address, current. OwnersBox assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.