The EaseUS campaign doesn't help with missing transactions. 
Advertiser Terms & Conditions
Company description: EaseUS offers a series of programs and utilities that help organize yourdata well and make a 100% safe digital life

Publishers cannot be in conflict with any Cuelinks Terms & Conditions.

Publishers must provide a website URL or concrete promotional method when signing up for the EaseUS Performance Marketing Program.

Publishers must present a professional appearance that aligns with EaseUS' brand image.

Advertising Rules: Affiliates are not allowed to redistribute EaseUS products in any way withoutwritten permission from EaseUS.EaseUS cannot submit EaseUS products to other websites by changing theproduct name or even using the same product name of our products.Affiliates are not allowed to sell any of EaseUS products on online stores or sitesrelated to auction, such as: eBay; Amazon; etc.Affiliates are not allowed to exaggerate the functionalities of EaseUS softwareeither in affiliate promotion or on affiliates’ sites.Affiliates should not use downloadable toolbars, adware, spyware, forced click (cookie stuffing) or any other malicious strategies to earn unfair commission payouts.

Domain Name and Content Rules: Affiliates are not allowed to imitate the form and style of EaseUS websites. Affiliates should not use the same or almost similar content of EaseUS websites.Coupon Rules: Affiliates are not allowed to offer additional coupons, bonuses or incentives to the customer. Any discount promotion of EaseUS products by affiliates should be authorized by EaseUS software. Commission for coupon sites is assessed on an individual basis. Please contact us if you have any discount promotion plan. EaseUS reserves the right to remove any affiliate and/or withhold commission payouts at their discretion based on affiliate behavior and compliance with our terms of service.



Protected Trademark Bidding Keywords: EaseUS, EaseUS.com as well as any variations or misspellings of the aforementioned terms. Bidding on EaseUS or EASEUS trademark terms alone, including any variations or misspellings, is strictly prohibited.

Publishers are prohibited from bidding on any EaseUS branded keywords for search marketing campaigns, examples of keywords that must be negative matched:

Suggested Trademark Plus (TM+) Phrases: Promotional: EaseUS coupon code, EaseUS coupon code, EaseUS coupon, EaseUS coupons, EaseUS deals, EaseUS discount, EaseUS coupon, EaseUS pricing, EaseUS sales, EaseUS promo code, EaseUS promo, EaseUS promotion, EaseUS promotion code, EaseUS cheap, EaseUS special,EaseUS offer
Anti Piracy: EaseUS serial, EaseUS keygen, EaseUS crack, EaseUS key, EaseUS activation, EaseUS serial number, EaseUS serial number key, EaseUS sercial keygen, EaseUS serial key full, EaseUS key generator, EaseUS crack latest, EaseUS code generator, EaseUS activator, EaseUS product, EaseUS free product, EaseUS trial reset, EaseUS unlock, EaseUS warez, EaseUS pirate, EaseUS patch
Variations on spelling combinations, and order are allowed as long as EASEUS is not bid on by itself
Publishers may at no time exceed the paid search rank of EaseUS


Tracking - Online

Allowed/Disallowed Media:

CLEVERBRIDGE PERFORMANCE MARKETING PUBLISHER TERMS

THESE CLEVERBRIDGE PERFORMANCE MARKETING PUBLISHER TERMS (the “Terms”) of CLEVERBRIDGE GMBH, with its principal place of business at Gereonstrasse 43-65, 50670 Cologne, Germany (“cleverbridge”) shall govern the use of the Performance Marketing Platform by you (“Publisher”).

RECITALS

WHEREAS, cleverbridge operates a Performance Marketing Platform that allows Clients to offer Publishers incentives for marketing Client Products; and

WHEREAS, Publisher desires to use the Performance Marketing Platform and to market Client Products; and

WHEREAS, Publisher acknowledges that the conditions of such marketing will be agreed upon separately between Client and Publisher;

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.           Definitions.

The following capitalized terms will have the meanings ascribed to them below.

1.1         “cleverbridge Performance Marketing Program”

means the activities of cleverbridge with regards to the procurement and facilitation of Performance Marketing Services.

1.2         “Client”

means the supplier of products or services that the Publisher wishes to promote through the use of Links.

1.3         “Client Product”

means any product manufactured by or service provided by Client.

1.4         “Confidential Information”

means the terms of this Agreement and all documentation and information, including techniques, algorithms, and processes, and technical, business, and marketing information, whether designated or marked as “proprietary” or “confidential” or that Publisher should reasonably consider to be confidential.

1.5         “Data Breach”

means any serious interruption of operations, suspicion of breaches of (personal) data protection, or unintentional release of (personal) data to an untrusted or unauthorized environment, including by Publisher’s employees, Publishers, agents or any third parties, or any other irregularity in processing personal data or any other circumstances under which Publisher is required to provide a notification under applicable law.

1.6         “Event”

means any action by a User as defined under the Publishing Conditions.

1.7         “Identifiable Natural Person”

means a person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, or User behavior (including previous history and interests recorded by cookie).

1.8         “Link”

means the link supplied to Publisher in the PMP for inclusion on Publisher's site, which when clicked on by a User, identifies (1) that the User has been referred by Publisher; and (2) that Publisher participate in the cleverbridge Performance Marketing Program.

1.9         “Materials”

means any graphical images, hypertext links, intellectual property or other materials provided by Client to Publisher for the purpose of performing Performance Marketing Services.

1.10        “Performance Marketing Platform” or “PMP”

means the portal provided by cleverbridge that Publisher can access to identify and interact with Clients and to manage data related to Performance Marketing Services.

1.11       “Performance Marketing Services”

means any online marketing and promotion activities for Client Products using technical means, including Links, provided through the PMP.

1.12       “PMP Account”

means the account of Publisher in the PMP that can be used to manage Publish

1.13       “Publishing Agreement”

means the legally binding agreement between Client and Publisher with regards to Publishing Conditions and Performance Marketing Services.

1.14       “Publisher Commission”

means the commission to be paid by Client to Publishers for each Event

1.15       “Publishing Conditions”

means any condition set by Client in the PMP for a Publisher for the Provision of Performance Marketing Services, including but not limited to Events, Materials, Publisher Commission, and payout schedule for Publisher Commission

1.16       “User”

means an individual consumer who purchases, applies for, enquires about or otherwise takes action in respect of Advertiser's products and services.

1.17       “User Information”

means any information relating to an identified or Identifiable Natural Person who is a User.

2.           The cleverbridge Performance Marketing Program

2.1         Account Application and Approval.

After sign-up to the Performance Marketing Program, participation in the Performance Marketing Program is subject to acceptance by cleverbridge. Client may, in its sole discretion, approve or reject any signed-up Publisher for no reason or any reason, including if cleverbridge considers, in its sole discretion. If Publisher has been rejected, cancelled or terminated from the cleverbridge Performance Marketing Program subsequent to application for admission and/or admission to the cleverbridge Performance Marketing Program, any future application for admission will be rejected.

2.2         Use of PMP Account, Username and Password.

Publisher will not disclose any individual PMP account information, including passwords, to any third party. Publisher is solely responsible for the loss, theft, or unauthorized disclosure of its individual account information, including usernames or passwords. Publisher shall immediately notify cleverbridge in writing of any known or suspected loss, theft, or unauthorized disclosure of any of its individual account information.

2.3         Grant of Rights.

Publisher grants to cleverbridge a non-exclusive, royalty-free, and worldwide license to use the Publisher’s name, branding and/or logos for the purpose of promoting the Publisher to Clients and advertising the cleverbridge Performance Marketing Program.

2.4         Correct Information.

Publisher represents and warrants that all information it provides to cleverbridge or a Client, including all information in any application to cleverbridge or a Client, Publisher’s physical address, Publisher’s VAT ID or TIN, and any other information inputted or updated in the cleverbridge Publisher Center, is true and correct information. Publisher will update all such information in the cleverbridge Publisher Center immediately if the information changes or Publisher discovers an error. cleverbridge may suspend or terminate Publisher’s account without notice if it determines, in its sole discretion, that Publisher has provided incomplete or inaccurate information.

2.5         No Physical Presence in Certain States of the USA

Publisher represents and warrants that it does not have and will not maintain or create a physical presence in the following States of the United States: Connecticut and Pennsylvania. cleverbridge may add additional states to this list and terminate this agreement if Publisher has a physical presence in such state.

2.6         Non-Solicitation.

During the term of this Agreement, the Publisher will not enter into any direct or indirect agreement with any Client which concerns the referral of (potential) Users and/or would in any manner circumvent, avoid or compete with the cleverbridge Performance Marketing Program or initiate or further such a (third party) practice in any way.

3.           Obligations of cleverbridge

3.1         Operation of PMP.

cleverbridge will provide Publisher access to and maintain the Performance Marketing Platform to facilitate Publishing Agreements and their execution. As part of the PMP, cleverbridge provides a tracking tool for the purpose of tracking Events that is the only tool used by Client, Publisher and cleverbridge to track User Information related to the performance of the cleverbridge Performance Marketing Program. No other trackings of User Information shall be allowed or accepted within the cleverbridge Performance Marketing Program.

3.2         Disputes between Publisher and Client.

Any dispute between Publisher and a Client will be addressed and resolved by the Publisher and the Client. cleverbridge may at its sole discretion, but is not required to, mediate or assist in the resolution of any such dispute.

4.           Client-Publisher Relationship

4.1         Application for and Acceptance by Client

Within the PMP, Publisher will apply separately for each Client whose Client Products the Publisher wishes to promote. Client may, in its sole discretion, approve or reject any application. Clients are entitled to withdraw the approval at any time in its sole discretion for any reasons.

4.2         Performance Marketing Services.

Upon approval of the application by Client(s), the Publisher may promote Client Products for those Clients only in accordance with the terms of this Agreement and any Publishing Agreements.

4.3         Publishing Agreements.

Publisher acknowledges that by performing Performance Marketing Services for a Client, Publisher accepts the Publishing Conditions set by that Client and enters into a binding legal Publishing Agreements with Client . cleverbridge is not a party to any such agreement between Clients and Publishers and is under no circumstances responsible for any action of Client or Publisher that leads to the conclusion or termination of such an agreement, or any act or omission of Client or Publisher under such an agreement.

4.4         Materials and Intellectual Property Rights.

Client is solely responsible for providing Materials to Publisher. cleverbridge will not be liable for any infringement of third party rights through Materials. Publisher will respect and not infringe any and each of Client’s intellectual property rights.

5.           PMP Usage and Performance Marketing Services

Publisher will only use the PMP Account in full compliance with this Agreement. Publisher will be responsible for all usage and activity on the PMP Account and in relation to these Performance Marketing Publisher Terms.

5.1         Means of Promotion

Publisher may only use Links for the promotion Client Products that have been explicitly provided by Client for this purpose.

5.2         Publisher Content and Intellectual Property

(a)         Publisher is responsible for the development, display, operation, and maintenance of any content shown together or made available with or otherwise associated with Client Products or Links, including website content, designs, videos, citations, images, fonts, styles, visual effects, or information, when that content in any way originates from Publisher or any third party, and that such content will conform to all applicable laws, regulations, and best industry practices at all times.

(b)         Publisher will only use intellectual property in any way associated with Client Products or the Links if and to the extent it has all necessary third party rights and consents required for such use. Publisher will in no way directly or indirectly, infringe any intellectual property rights, including patents, copyrights, name, trademarks, service marks, trade dress, trade names, web designs, logos and other designation of origin, of the Client, cleverbridge, or any third parties. Publisher represents and warrants that no claim of infringement of any intellectual property right has been threatened or asserted, and that no such claim is pending or threatened against Publisher, Publisher’s Publishers, or against any entity or person from which Publisher obtained third party intellectual property rights. Publisher may not copy any icons, buttons, banners, graphics files, or content contained in the Link, including removing or altering any copyright or trademark notices, except as agreed by Client.

5.3         Prohibited Means of Promotion

Publisher will not perform Performance Marketing Services

(a)         on websites that promote (a) material with explicit sexual content, violence; (b) race, sex, gender, religion, nationality, physical disability, sexual orientation and/or age discrimination; (c) illegal activities; or contains (d) materials infringing or supporting third parties to infringe intellectual property or any other applicable laws; (e) the term “cleverbridge” or the Client’s or Client Product’s name or derivations thereof; (f) typing errors in the domain name used by Publisher; or (g) is in any way illegal, damaging, libelous, obscene, and/or aggressive;

(b)         by placing Links in newsgroups, on message boards, banner networks, e-counters, chatrooms, guestbooks, internet relay chat channels, or through any similar Internet resources or locations.

(c)         by using pop-ups, pop-unders, exit pages, or any other techniques covertly leading or guiding Users to trigger Events, unless explicitly approved by cleverbridge in writing prior to usage.

(d)         by using unsolicited email or include Links in unsolicited email.

5.4         Misrepresentations and Deceptive Practices.

Publisher may not promote Client Products in a manner that intentionally or unintentionally misleads Users, conveys information that is contrary to fact, or that provides information not in compliance with all applicable laws and this Agreement. Publisher may not promote Client Products through scare-ware or any other misleading sales tactics. Publisher will not identify or describe itself as an authorized dealer, agent, sales representative, or in any other way imply an association with cleverbridge that is inaccurate in any way. Publisher will make no claims, representations, or warranties, express or implied, on behalf of cleverbridge, to prospective or actual Users or others.

5.5         Malicious or Hidden Code.

Publisher will not in any way, directly or indirectly, utilize any link implementation or engage in other activities which may include any computer “virus,” back door, fire bomb, trojan horses, worm, or any other similar harmful, malicious, or hidden programs, code, or data.

5.6         Artificial Traffic and other Prohibited Actions.

(a)         Publisher may not generate or contribute to the generation of artificial traffic to or through the Links or any Client website by any means, including by using any device, program, robot, bot, inline frames, hidden frames,or redirect.

(b)         Publisher may not use, unless generated in the PMP or otherwise provided by cleverbridge:

(i)     automatic redirection to a Link’s target or

(ii)   any automatic method for saving or use of any cookies or tracking.

(c)         Publisher may not advertise Client Products employing cookie stuffing techniques, including pop-ups, frames, images, JavaScript, stylesheets, or any type of technology which attempts to intercept traffic to or from any other website.

(d)         Publisher may not replace, intercept, interfere with, hinder, disrupt, or otherwise alter the access, viewing, or usage of the Client’s website or any other site associated with the Links.

(e)         Publisher may not use outbound, inbound, solicited, or unsolicited calling techniques to promote or sell Client Products.

5.7         Restricted and Embargoed Countries.

Exports and re-exports of the Client Products may be subject to certain export control laws, rules, and regulations (collectively, “Export Regulations”), including Export Regulations of the European Union (EU) and the United States of America. Publisher will comply with all applicable Export Regulations at all times. Publisher represents and warrants that Publisher is not situated in a country that is subject to such Export Regulations and that Publisher is not subject to such Export Regulations.

5.8         Data Privacy.

(a)         Publisher will not act in any manner that would violate cleverbridge’s privacy policy, available at: https://www.cleverbridge.com/?scope=opprivacy. Publisher acknowledges and accepts the policies and practices of cleverbridge outlined in such privacy policy with respect to information regarding Publisher.

(b)         Publisher will adhere at all times to the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, GDPR), the Directive on Privacy and Electronic Communications 2002/58/EC, (from its entry into force) the Regulation of the European Parliament and of the Council concerning the respect for private life and the protection of personal data in electronic communications and repealing Directive 2002/58/EC (Regulation on Privacy and Electronic Communications), the Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act of 2003, the Federal Trade Commission’s Telemarketing Sales Rules, the Canadian Anti-Spam law, and to all other laws and regulations applicable in the jurisdictions in which Users reside.

5.9         Data Breach

(a)         Publisher shall immediately inform and notify cleverbridge in case of a Data Breach.

(b)         Publisher shall promptly investigate any Data Breach and take any and all effective measures to identify its root cause(s) and prevent any (partial) recurrence of such Data Breach. As information is collected or otherwise becomes available, unless prohibited by applicable law, Publisher will provide cleverbridge with a description of the Data Breach, the type of data that has been or may be subject to the Data Breach, and any and all other information cleverbridge may reasonably request concerning the affected persons, including Users or other third parties.

5.10       Compliance with Laws.

Publisher will comply at all times with all applicable laws, regulations, rules, directives, and best industry accepted standards and practices.

6.           Publisher Payments.

Payments to Publisher will be made as agreed upon in the Publishing Agreements and in the Performance Horizon or Cuelinks Terms and Conditions, as applicable.

7.           Confidentiality.

7.1         Confidential Information.

Publisher acknowledges that, as a result of this Agreement, it may gain access to certain Confidential Information of cleverbridge or Client.

7.2         Protection of Confidential Information.

During the term of this Agreement and for a period of five (5) years thereafter, Publisher agrees (a) to hold any cleverbridge or Client Confidential Information in strict confidence, using the same degree of (but no less than reasonable) care and protection that it exercises with its own information of a similar nature; (b) not to directly or indirectly disclose or otherwise make available any cleverbridge or Client Confidential Information to a third party; and (c) not to copy or use cleverbridge or Client Confidential Information for any purpose other than as necessary to fulfill Publisher’s obligations or exercise its rights under this Agreement. Publisher will disclose Confidential Information only to its employees with a need to know such information in order to fulfill Publisher’s obligations hereunder and who have been informed of and have agreed to abide by the provisions of this section. In addition, Publisher is permitted to disclose cleverbridge or Client Confidential Information to the extent that such disclosure is approved in writing by the affected party, or is required by law or order of a court or similar judicial or administrative body, provided that the Publisher notifies the affected party of such required disclosure promptly and in writing and cooperates with the affected party in any lawful action to contest or limit the scope of such required disclosure.

7.3         Exclusions.

The obligations of this Section 7 will not apply to Confidential Information if such information: (a) is publicly available prior to or at the time of disclosure, or becomes publicly available through no improper act of the Publisher or any third party; or (b) was, prior to disclosure, rightfully known to the Publisher (other than in connection with this Agreement) without any confidentiality restriction.

8.           Limitations on cleverbridge’s Liability.

8.1         No Service Warranty.

cleverbridge does not warrant or guarantee the performance or availability of the Performance Marketing Platform, the Links, Any Client websites, or any related links or linked websites.

8.2         Types and Amount of Damages.

In no event shall cleverbridge be liable to Publisher for indirect, incidental, special, or other consequential damages, including without limitation damages for loss of profits, data, or use, incurred by Publisher or any third party, arising out of or related to this Agreement, whether in an action in contract, tort, or otherwise, even if cleverbridge has been advised of the possibility of such damages. cleverbridge shall not be liable for any costs or damages incurred by the Publisher or any other party arising out of this Agreement unless caused directly by the gross negligence or intentional misconduct of cleverbridge in fulfilling its obligations hereunder. Any obligation or liability of cleverbridge shall be limited to an amount equal to the aggregate Publisher Payments actually received by Publisher in the three months’ period preceding the event giving rise to liability. This limitation is cumulative and shall not be increased by the existence of more than one incident or claim.

8.3         Client and Client Products.

cleverbridge shall not be liable to Publisher for the actions or omissions of Clients Or Client Products and makes no representations or warranties as to features or the performance of Client Products or the performance, or lack thereof, of any duties or obligations of Clients. In particular, cleverbridge shall not be liable for any losses or damages incurred by the Publisher, any contractual obligations or liabilities (if any) created by an agreement or dealings between Publisher and Client, or any payment obligations arising out of a Publishing Agreement.

8.4         Basis of the Bargain.

The parties agree that the limitations of liability set forth in this Section shall survive and continue in full force and effect despite any failure of consideration or of any exclusive remedy. The parties acknowledge that the terms of this Agreement have been determined, and the Agreement entered into, in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

9.           Indemnification.

Publisher will indemnify, defend, and hold harmless cleverbridge and its Publishers, directors, officers, employees, agents, Clients, and Users from any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees, expert witness fees, and dispute resolution costs, directly or indirectly arising from or relating to any actual or alleged (a) breach of or inaccuracy in any representations or warranties made in this Agreement, (b) breach of this Agreement, or (c) breach of or inaccuracy in any representations or warranties made by Publisher in any Publishing Agreement between Client and Publisher

10.         Suspension, Termination, and Amendments.

10.1       Suspension.

cleverbridge reserves the right to suspend a Publisher’s account at any time in order to investigate an alleged violation of this Agreement. Publisher acknowledges and agrees that during any suspension, (a) Publisher will cease use of Links, (b) Publisher will not earn payments, and (c) payments to Publisher will not be made.

10.2       Termination for Convenience.

The parties may terminate this Agreement at any time for any or no reason with immediate effect by giving the other party notice.

10.3       Effect of Termination.

Upon termination of this Agreement, The Publisher must immediately stop using the Performance Marketing Platform and remove any Links in its direct or indirect control. Publisher will not earn Commissions or receive payments after termination of this Agreement. Sections 2.1, 3.2, 4.3, 4.4, 5.2, 7, 8, 9, 11, shall survive termination of this Agreement.

10.4       Amendments.

cleverbridge reserves the right to amend this Agreement or the Performance Marketing Program at any time. Publisher will be given notice of any modification or change of this Agreement. If Publisher does not agree to such modifications or changes, Publisher must terminate this Agreement and cease using the Performance Marketing Platform and any and all Links immediately. Publisher’s continued participation in the cleverbridge Performance Marketing Program in any way, including use of the Performance Marketing Platform or any of the Links will constitute Publisher’s acceptance of the modifications to the Agreement.

11.         General.

11.1       Notice.

(a)         Notice to cleverbridge.

Any notice, approval, authorization, consent, or other communication required to be delivered to cleverbridge under this Agreement must be in writing and will be deemed properly delivered and given on receipt (or when delivery is refused) if delivered (a) by hand, or (b) by courier or express delivery service, or (c) by postage prepaid first-class mail to the address set forth below:

Cleverbridge GmbH

Gereonstrasse 43-65

50670 Cologne, Germany

Attention: Legal

(b)         Notice to Publisher.

Any notice, approval, authorization, consent, or other communication required to be delivered to Publisher will be deemed properly delivered either (a) immediately upon sending an email to the email address provided by Publisher in the cleverbridge Publisher Center, or (b) fourteen (14) days after being posted in the cleverbridge Publisher Center.

11.2       Governing Law and Venue.

This Agreement and any action related thereto will be construed in accordance with and governed in all respects by the laws of Germany without regard to any conflicts of law principles that would result in the application of laws of any other jurisdiction. Publisher expressly agrees to submit to the exclusive personal jurisdiction, and that the exclusive venue for disputes related to this Agreement shall be the state and federal courts of Cook County, Illinois. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

11.3       Assignment.

Publisher may not assign or transfer any rights under this Agreement or delegate any obligations or duties under this Agreement without cleverbridge’s prior written consent. Any attempted assignment or delegation without such consent will be null and void.

11.4       Severability.

If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

11.5       Independent Contractors.

This Agreement does not establish any partnership, joint venture, employment, or other relationship between the parties, except that of independent contractors.

11.6       Construction.

The section headings in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement, and will not be referred to in connection with the construction or interpretation of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement.

11.7       Waiver.

cleverbridge’s failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single, continued or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof.

11.8       Force Majeure.

If a Party’s inability to perform this Agreement, or any obligation hereunder, is the result of an Act of God (fire, flood, epidemic, or earthquake); war or act of terrorism, including chemical or biological warfare; governmental acts, orders, or restrictions; or any other reason where failure to perform is beyond the reasonable control, and is not caused by the negligence, intentional conduct, or misconduct of the defaulting party, and the defaulting party has exercised all reasonable efforts to avoid or remedy such force majeure, then the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.

11.9       Entire Agreement.

This Agreement contains the entire understanding of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, communications, and understandings between the parties (whether written or oral) relating to the subject matter hereof. Between and in relation to the parties to this Agreement, it supersedes and prevails, if any of its contents or provisions conflict with any agreement between Publisher and Client or any other third party.

Advertiser Terms & Conditions

Company description: EaseUS offers a series of programs and utilities that help organize yourdata well and make a 100% safe digital life

Publishers cannot be in conflict with any Cuelinks Terms & Conditions.

Publishers must provide a website URL or concrete promotional method when signing up for the EaseUS Performance Marketing Program.

Publishers must present a professional appearance that aligns with EaseUS' brand image.

Advertising Rules: Affiliates are not allowed to redistribute EaseUS products in any way withoutwritten permission from EaseUS.EaseUS cannot submit EaseUS products to other websites by changing theproduct name or even using the same product name of our products.Affiliates are not allowed to sell any of EaseUS products on online stores or sitesrelated to auction, such as: eBay; Amazon; etc.Affiliates are not allowed to exaggerate the functionalities of EaseUS softwareeither in affiliate promotion or on affiliates’ sites.Affiliates should not use downloadable toolbars, adware, spyware, forced click (cookie stuffing) or any other malicious strategies to earn unfair commission payouts.

Domain Name and Content Rules:  Affiliates are not allowed to imitate the form and style of EaseUS websites. Affiliates should not use the same or almost similar content of EaseUS websites.

Coupon Rules: Affiliates are not allowed to offer additional coupons, bonuses or incentives to the customer. Any discount promotion of EaseUS products by affiliates should be authorized by EaseUS software. Commission for coupon sites is assessed on an individual basis. Please contact us if you have any discount promotion plan. EaseUS reserves the right to remove any affiliate and/or withhold commission payouts at their discretion based on affiliate behavior and compliance with our terms of service.

 

Publisher must comply with terms and conditions of EaseUS affiliate program, which are explained in details at https://www.easeus.com/partner/affiliate.htm

;

Search Campaign Rules

Protected Trademark Bidding Keywords: EaseUS, EaseUS.com as well as any variations or misspellings of the aforementioned terms. Bidding on EaseUS or EASEUS trademark terms alone, including any variations or misspellings, is strictly prohibited.

Publishers are prohibited from bidding on any EaseUS branded keywords for search marketing campaigns, examples of keywords that must be negative matched:

Suggested Trademark Plus (TM+) Phrases: Promotional: EaseUS coupon code, EaseUS coupon code, EaseUS coupon, EaseUS coupons, EaseUS deals, EaseUS discount, EaseUS coupon, EaseUS pricing, EaseUS sales, EaseUS promo code, EaseUS promo, EaseUS promotion, EaseUS promotion code, EaseUS cheap, EaseUS special,EaseUS offer

Anti Piracy: EaseUS serial, EaseUS keygen, EaseUS crack, EaseUS key, EaseUS activation, EaseUS serial number, EaseUS serial number key, EaseUS sercial keygen, EaseUS serial key full, EaseUS key generator, EaseUS crack latest, EaseUS code generator, EaseUS activator, EaseUS product, EaseUS free product, EaseUS trial reset, EaseUS unlock, EaseUS warez, EaseUS pirate, EaseUS patch

Variations on spelling combinations, and order are allowed as long as EASEUS is not bid on by itself

Publishers may at no time exceed the paid search rank of EaseUS

Coupons and Promotional Codes

Publishers may only use coupons and promotional codes that are provided exclusively through the performance marketing program or have been sent to them.

Discount values advertised must not exceed discount values presented by the merchant

Non-commissionable Items

Publishers may only promote products that are part of their commission settings. Any products promoted outside of this will not be credited for.

Backup discs and other physical fulfillments are not commissionable

Violation of Terms

If a publisher is responsible for any fraudulent activities, they will be rejected from the program and will not be paid with commissions no matter the promos go live or not.

A publisher will be rejected from the program if found promoting:

         

Commission Structure

Default Starting Commission: 30%

CLEVERBRIDGE PERFORMANCE MARKETING PUBLISHER TERMS

 

 

THESE CLEVERBRIDGE PERFORMANCE MARKETING PUBLISHER TERMS(the “Terms”) of CLEVERBRIDGE AG, with its principal place of business at Gereonstrasse43-65, 50670 Cologne, Germany (“cleverbridge”) shall govern the use of thePerformance Marketing Platform by you (“Publisher”).

RECITALS

 

WHEREAS, cleverbridge operates a Performance Marketing Platform that allowsClients to offer Publishers incentives for marketing Client Products; and

WHEREAS, Publisher desires to use the Performance Marketing Platform and tomarket Client Products; and

WHEREAS, Publisher acknowledges that the conditions of such marketing will beagreed upon separately between Client and Publisher;

NOW, THEREFORE, for good and valuable consideration, receiptof which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.           Definitions.

The following capitalized terms will have the meaningsascribed to them below.

1.1        “cleverbridge Performance Marketing Program”

means the activities of cleverbridge with regards to the procurementand facilitation of Performance Marketing Services.

1.2        “Client”

means the supplier of products or services that thePublisher wishes to promote through the use of Links.

1.3        “Client Product”

means any product manufactured by or service provided byClient.

1.4        “Confidential Information”

means the terms of this Agreement and all documentation andinformation, including techniques, algorithms, and processes, and technical,business, and marketing information, whether designated or marked as“proprietary” or “confidential” or that Publisher should reasonably consider tobe confidential.

1.5        “Data Breach”

means any serious interruption of operations, suspicion ofbreaches of (personal) data protection, or unintentional release of (personal)data to an untrusted or unauthorized environment, including by Publisher’semployees, Publishers, agents or any third parties, or any other irregularityin processing personal data or any other circumstances under which Publisher isrequired to provide a notification under applicable law.

1.6        “Event”

means any action by a User as defined under the PublishingConditions.

1.7        “Identifiable Natural Person”

means a person who can be identified, directly orindirectly, in particular by reference to an identifier such as a name, anidentification number, location data, an online identifier or to one or morefactors specific to the physical, physiological, genetic, mental, economic,cultural or social identity of that natural person, or User behavior (includingprevious history and interests recorded by cookie).

1.8        “Link”

means the link supplied to Publisher in the PMP forinclusion on Publisher's site, which when clicked on by a User, identifies (1)that the User has been referred by Publisher; and (2) that Publisherparticipate in the cleverbridge Performance Marketing Program.

1.9        “Materials”

means any graphical images, hypertext links, intellectualproperty or other materials provided by Client to Publisher for the purpose ofperforming Performance Marketing Services.

1.10       “PerformanceMarketing Platform” or “PMP”

means the portal provided by cleverbridge that Publisher canaccess to identify and interact with Clients and to manage data related to PerformanceMarketing Services.

1.11      “Performance Marketing Services”

means any online marketing and promotion activities forClient Products using technical means, including Links, provided through thePMP.

1.12      “PMP Account”

means the account of Publisher in the PMP that can be usedto manage Publish

1.13      “Publishing Agreement”

means the legally binding agreement between Client andPublisher with regards to Publishing Conditions and Performance MarketingServices.

1.14      “Publisher Commission”

means the commission to be paid by Client to Publishers foreach Event

1.15      “Publishing Conditions”

means any condition set by Client in the PMP for a Publisherfor the Provision of Performance Marketing Services, including but not limitedto Events, Materials, Publisher Commission, and payout schedule for PublisherCommission

1.16      “User”

means an individual consumer who purchases, applies for,enquires about or otherwise takes action in respect of Advertiser's productsand services.

1.17      “User Information”

means any information relating to an identified orIdentifiable Natural Person who is a User.

2.           The cleverbridge Performance Marketing Program

2.1        Account Application and Approval.

After sign-up to the Performance Marketing Program,participation in the Performance Marketing Program is subject to acceptance bycleverbridge. Client may, in its sole discretion, approve or reject anysigned-up Publisher for no reason or any reason, including if cleverbridgeconsiders, in its sole discretion. If Publisher has been rejected, cancelled orterminated from the cleverbridge Performance Marketing Program subsequent toapplication for admission and/or admission to the cleverbridge PerformanceMarketing Program, any future application for admission will be rejected.

2.2        Use of PMP Account, Username and Password.

Publisher will not disclose any individual PMP accountinformation, including passwords, to any third party. Publisher is solelyresponsible for the loss, theft, or unauthorized disclosure of its individualaccount information, including usernames or passwords. Publisher shallimmediately notify cleverbridge in writing of any known or suspected loss,theft, or unauthorized disclosure of any of its individual account information.

2.3        Grant of Rights.

Publisher grants to cleverbridge a non-exclusive,royalty-free, and worldwide license to use the Publisher’s name, brandingand/or logos for the purpose of promoting the Publisher to Clients andadvertising the cleverbridge Performance Marketing Program.

2.4        Correct Information.

Publisher represents and warrants that all information itprovides to cleverbridge or a Client, including all information in anyapplication to cleverbridge or a Client, Publisher’s physical address,Publisher’s VAT ID or TIN, and any other information inputted or updated in thecleverbridge Publisher Center, is true and correct information. Publisher willupdate all such information in the cleverbridge Publisher Center immediately ifthe information changes or Publisher discovers an error. cleverbridge maysuspend or terminate Publisher’s account without notice if it determines, inits sole discretion, that Publisher has provided incomplete or inaccurateinformation.

2.5        No Physical Presence in Certain States of theUSA

Publisher represents and warrants that it does not have andwill not maintain or create a physical presence in the following States of theUnited States: Connecticut and Pennsylvania. cleverbridge may add additionalstates to this list and terminate this agreement if Publisher has a physicalpresence in such state.

2.6        Non-Solicitation.

During the term of this Agreement, the Publisher will notenter into any direct or indirect agreement with any Client which concerns thereferral of (potential) Users and/or would in any manner circumvent, avoid orcompete with the cleverbridge Performance Marketing Program or initiate orfurther such a (third party) practice in any way.

3.           Obligations of cleverbridge

3.1        Operation of PMP.

cleverbridge will provide Publisher access to and maintainthe Performance Marketing Platform to facilitate Publishing Agreements andtheir execution. As part of the PMP, cleverbridge provides a tracking tool for thepurpose of tracking Events that is the only tool used by Client, Publisher andcleverbridge to track User Information related to the performance of thecleverbridge Performance Marketing Program. No other trackings of UserInformation shall be allowed or accepted within the cleverbridge PerformanceMarketing Program.

3.2        Disputes between Publisher and Client.

Any dispute between Publisher and a Client will be addressedand resolved by the Publisher and the Client. cleverbridge may at its solediscretion, but is not required to, mediate or assist in the resolution of anysuch dispute.

4.           Client-Publisher Relationship

4.1        Application for and Acceptance by Client

Within the PMP, Publisher will apply separately for eachClient whose Client Products the Publisher wishes to promote. Client may, inits sole discretion, approve or reject any application. Clients are entitled towithdraw the approval at any time in its sole discretion for any reasons.

4.2        Performance Marketing Services.

Upon approval of the application by Client(s), the Publishermay promote Client Products for those Clients only in accordance with the termsof this Agreement and any Publishing Agreements.

4.3        Publishing Agreements.

Publisher acknowledges that by performing PerformanceMarketing Services for a Client, Publisher accepts the Publishing Conditions setby that Client and enters into a binding legal Publishing Agreements with Client. cleverbridge is not a party to any such agreement between Clients andPublishers and is under no circumstances responsible for any action of Clientor Publisher that leads to the conclusion or termination of such an agreement,or any act or omission of Client or Publisher under such an agreement.

4.4        Materials and Intellectual Property Rights.

Client is solely responsible for providing Materials toPublisher. cleverbridge will not be liable for any infringement of third partyrights through Materials. Publisher will respect and not infringe any and eachof Client’s intellectual property rights.

5.           PMP Usage and Performance Marketing Services

Publisher will only use the PMP Account in full compliancewith this Agreement. Publisher will be responsible for all usage and activityon the PMP Account and in relation to these Performance Marketing PublisherTerms.

5.1        Means of Promotion

Publisher may only use Links for the promotion ClientProducts that have been explicitly provided by Client for this purpose.

5.2        Publisher Content and Intellectual Property

(a)         Publisher is responsible for thedevelopment, display, operation, and maintenance of any content shown togetheror made available with or otherwise associated with Client Products or Links,including website content, designs, videos, citations, images, fonts, styles,visual effects, or information, when that content in any way originates fromPublisher or any third party, and that such content will conform to allapplicable laws, regulations, and best industry practices at all times.

(b)         Publisher will only use intellectualproperty in any way associated with Client Products or the Links if and to theextent it has all necessary third party rights and consents required for suchuse. Publisher will in no way directly or indirectly, infringe any intellectualproperty rights, including patents, copyrights, name, trademarks, servicemarks, trade dress, trade names, web designs, logos and other designation oforigin, of the Client, cleverbridge, or any third parties. Publisher representsand warrants that no claim of infringement of any intellectual property righthas been threatened or asserted, and that no such claim is pending orthreatened against Publisher, Publisher’s Publishers, or against any entity orperson from which Publisher obtained third party intellectual property rights.Publisher may not copy any icons, buttons, banners, graphics files, or contentcontained in the Link, including removing or altering any copyright ortrademark notices, except as agreed by Client.

5.3        Prohibited Means of Promotion

Publisher will not perform Performance Marketing Services

(a)         on websites that promote (a) material withexplicit sexual content, violence; (b) race, sex, gender, religion,nationality, physical disability, sexual orientation and/or age discrimination;(c) illegal activities; or contains (d) materials infringing or supportingthird parties to infringe intellectual property or any other applicable laws;(e) the term “cleverbridge” or the Client’s or Client Product’s name orderivations thereof; (f) typing errors in the domain name used by Publisher; or(g) is in any way illegal, damaging, libelous, obscene, and/or aggressive;

(b)         by placing Links in newsgroups, on messageboards, banner networks, e-counters, chatrooms, guestbooks, internet relay chatchannels, or through any similar Internet resources or locations.

(c)         by using pop-ups, pop-unders, exit pages, orany other techniques covertly leading or guiding Users to trigger Events,unless explicitly approved by cleverbridge in writing prior to usage.

(d)         by using unsolicited email or include Linksin unsolicited email.

 

5.4        Misrepresentations and Deceptive Practices.

Publisher may not promote Client Products in a manner thatintentionally or unintentionally misleads Users, conveys information that iscontrary to fact, or that provides information not in compliance with all applicablelaws and this Agreement. Publisher may not promote Client Products throughscare-ware or any other misleading sales tactics. Publisher will not identifyor describe itself as an authorized dealer, agent, sales representative, or inany other way imply an association with cleverbridge that is inaccurate in anyway. Publisher will make no claims, representations, or warranties, express orimplied, on behalf of cleverbridge, to prospective or actual Users or others.

5.5        Malicious or Hidden Code.

Publisher will not in any way, directly or indirectly,utilize any link implementation or engage in other activities which may includeany computer “virus,” back door, fire bomb, trojan horses, worm, or any othersimilar harmful, malicious, or hidden programs, code, or data.

5.6        Artificial Traffic and other Prohibited Actions.

(a)         Publisher may not generate or contribute tothe generation of artificial traffic to or through the Links or any Clientwebsite by any means, including by using any device, program, robot, bot, inlineframes, hidden frames,or redirect.

(b)         Publisher may not use, unless generated inthe PMP or otherwise provided by cleverbridge:

(i)    automatic redirection to a Link’s target or

(ii)   any automatic method for saving or use ofany cookies or tracking.

(c)         Publisher may not advertise Client Productsemploying cookie stuffing techniques, including pop-ups, frames, images,JavaScript, stylesheets, or any type of technology which attempts to intercepttraffic to or from any other website.

(d)         Publisher may not replace, intercept,interfere with, hinder, disrupt, or otherwise alter the access, viewing, orusage of the Client’s website or any other site associated with the Links.

(e)         Publisher may not use outbound, inbound,solicited, or unsolicited calling techniques to promote or sell ClientProducts.

5.7        Restricted and Embargoed Countries.

Exports and re-exports of the Client Products may be subjectto certain export control laws, rules, and regulations (collectively, “ExportRegulations”), including Export Regulations of the European Union (EU) and theUnited States of America. Publisher will comply with all applicable ExportRegulations at all times. Publisher represents and warrants that Publisher isnot situated in a country that is subject to such Export Regulations and thatPublisher is not subject to such Export Regulations.

5.8        Data Privacy.

(a)         Publisher will not act in any manner thatwould violate cleverbridge’s privacy policy, available at:https://www.cleverbridge.com/?scope=opprivacy.... Publisher acknowledges andaccepts the policies and practices of cleverbridge outlined in such privacypolicy with respect to information regarding Publisher.

(b)         Publisher will adhere at all times to theRegulation (EU) 2016/679 of the European Parliament and of the Council of 27April 2016 on the protection of natural persons with regard to the processingof personal data and on the free movement of such data, and repealing Directive95/46/EC (General Data Protection Regulation, GDPR), the Directive on Privacyand Electronic Communications 2002/58/EC, (from its entry into force) theRegulation of the European Parliament and of the Council concerning the respectfor private life and the protection of personal data in electroniccommunications and repealing Directive 2002/58/EC (Regulation on Privacy and ElectronicCommunications), the Controlling the Assault of Non-Solicited Pornography AndMarketing (CAN-SPAM) Act of 2003, the Federal Trade Commission’s TelemarketingSales Rules, the Canadian Anti-Spam law, and to all other laws and regulationsapplicable in the jurisdictions in which Users reside.

5.9        Data Breach

(a)         Publisher shall immediately inform andnotify cleverbridge in case of a Data Breach.

(b)         Publisher shall promptly investigate anyData Breach and take any and all effective measures to identify its rootcause(s) and prevent any (partial) recurrence of such Data Breach. Asinformation is collected or otherwise becomes available, unless prohibited byapplicable law, Publisher will provide cleverbridge with a description of theData Breach, the type of data that has been or may be subject to the DataBreach, and any and all other information cleverbridge may reasonably requestconcerning the affected persons, including Users or other third parties.

5.10      Compliance with Laws.

Publisher will comply at all times with all applicable laws,regulations, rules, directives, and best industry accepted standards andpractices.

6.           Publisher Payments.

Payments to Publisher will be made as agreed upon in thePublishing Agreements and in the Performance Horizon or Cuelinks Terms andConditions, as applicable.

7.           Confidentiality.

7.1        Confidential Information.

Publisher acknowledges that, as a result of this Agreement,it may gain access to certain Confidential Information of cleverbridge orClient.

7.2        Protection of Confidential Information.

During the term of this Agreement and for a period of five(5) years thereafter, Publisher agrees (a) to hold any cleverbridge or ClientConfidential Information in strict confidence, using the same degree of (but noless than reasonable) care and protection that it exercises with its owninformation of a similar nature; (b) not to directly or indirectly disclose orotherwise make available any cleverbridge or Client Confidential Information toa third party; and (c) not to copy or use cleverbridge or Client ConfidentialInformation for any purpose other than as necessary to fulfill Publisher’sobligations or exercise its rights under this Agreement. Publisher willdisclose Confidential Information only to its employees with a need to knowsuch information in order to fulfill Publisher’s obligations hereunder and whohave been informed of and have agreed to abide by the provisions of thissection. In addition, Publisher is permitted to disclose cleverbridge or ClientConfidential Information to the extent that such disclosure is approved inwriting by the affected party, or is required by law or order of a court orsimilar judicial or administrative body, provided that the Publisher notifiesthe affected party of such required disclosure promptly and in writing andcooperates with the affected party in any lawful action to contest or limit thescope of such required disclosure.

7.3        Exclusions.

The obligations of this Section 7 will not apply toConfidential Information if such information: (a) is publicly available priorto or at the time of disclosure, or becomes publicly available through noimproper act of the Publisher or any third party; or (b) was, prior todisclosure, rightfully known to the Publisher (other than in connection withthis Agreement) without any confidentiality restriction.

8.           Limitations on cleverbridge’s Liability.

8.1        No Service Warranty.

cleverbridge does not warrant or guarantee the performanceor availability of the Performance Marketing Platform, the Links, Any Clientwebsites, or any related links or linked websites.

8.2        Types and Amount of Damages.

In no event shall cleverbridge be liable to Publisher forindirect, incidental, special, or other consequential damages, includingwithout limitation damages for loss of profits, data, or use, incurred byPublisher or any third party, arising out of or related to this Agreement,whether in an action in contract, tort, or otherwise, even if cleverbridge hasbeen advised of the possibility of such damages. cleverbridge shall not beliable for any costs or damages incurred by the Publisher or any other partyarising out of this Agreement unless caused directly by the gross negligence orintentional misconduct of cleverbridge in fulfilling its obligations hereunder.Any obligation or liability of cleverbridge shall be limited to an amount equalto the aggregate Publisher Payments actually received by Publisher in the threemonths’ period preceding the event giving rise to liability. This limitation iscumulative and shall not be increased by the existence of more than oneincident or claim.

8.3        Client and Client Products.

cleverbridge shall not be liable to Publisher for theactions or omissions of Clients Or Client Products and makes no representationsor warranties as to features or the performance of Client Products or theperformance, or lack thereof, of any duties or obligations of Clients. Inparticular, cleverbridge shall not be liable for any losses or damages incurredby the Publisher, any contractual obligations or liabilities (if any) created byan agreement or dealings between Publisher and Client, or any paymentobligations arising out of a Publishing Agreement.

8.4        Basis of the Bargain.

The parties agree that the limitations of liability setforth in this Section shall survive and continue in full force and effectdespite any failure of consideration or of any exclusive remedy. The partiesacknowledge that the terms of this Agreement have been determined, and theAgreement entered into, in reliance upon these limitations of liability andthat all such limitations form an essential basis of the bargain between theparties.

9.           Indemnification.

Publisher will indemnify, defend, and hold harmlesscleverbridge and its Publishers, directors, officers, employees, agents,Clients, and Users from any and all claims, losses, liabilities, damages, costsand expenses, including attorney’s fees, expert witness fees, and disputeresolution costs, directly or indirectly arising from or relating to any actualor alleged (a) breach of or inaccuracy in any representations or warrantiesmade in this Agreement, (b) breach of this Agreement, or (c) breach of orinaccuracy in any representations or warranties made by Publisher in anyPublishing Agreement between Client and Publisher

10.        Suspension, Termination, and Amendments.

10.1      Suspension.

cleverbridge reserves the right to suspend a Publisher’saccount at any time in order to investigate an alleged violation of thisAgreement. Publisher acknowledges and agrees that during any suspension, (a)Publisher will cease use of Links, (b) Publisher will not earn payments, and(c) payments to Publisher will not be made.

10.2      Termination for Convenience.

The parties may terminate this Agreement at any time for anyor no reason with immediate effect by giving the other party notice.

10.3      Effect of Termination.

Upon termination of this Agreement, The Publisher mustimmediately stop using the Performance Marketing Platform and remove any Linksin its direct or indirect control. Publisher will not earn Commissions orreceive payments after termination of this Agreement. Sections 2.1,3.2,4.3,4.4,5.2,7,8,9,11,shall survive termination of this Agreement.

10.4      Amendments.

cleverbridge reserves the right to amend this Agreement orthe Performance Marketing Program at any time. Publisher will be given noticeof any modification or change of this Agreement. If Publisher does not agree tosuch modifications or changes, Publisher must terminate this Agreement andcease using the Performance Marketing Platform and any and all Linksimmediately. Publisher’s continued participation in the cleverbridgePerformance Marketing Program in any way, including use of the PerformanceMarketing Platform or any of the Links will constitute Publisher’s acceptanceof the modifications to the Agreement.

11.        General.

11.1      Notice.

(a)         Noticeto cleverbridge.

Any notice, approval, authorization, consent, or othercommunication required to be delivered to cleverbridge under this Agreementmust be in writing and will be deemed properly delivered and given on receipt(or when delivery is refused) if delivered (a) by hand, or (b) by courier orexpress delivery service, or (c) by postage prepaid first-class mail to theaddress set forth below:

cleverbridge AG

Gereonstrasse 43-65

50670 Cologne, Germany

Attention: Legal

(b)         Noticeto Publisher.

Any notice, approval, authorization, consent, or othercommunication required to be delivered to Publisher will be deemed properlydelivered either (a) immediately upon sending an email to the email addressprovided by Publisher in the cleverbridge Publisher Center, or (b) fourteen(14) days after being posted in the cleverbridge Publisher Center.

11.2      Governing Law and Venue.

This Agreement and any action related thereto will beconstrued in accordance with and governed in all respects by the laws ofGermany without regard to any conflicts of law principles that would result inthe application of laws of any other jurisdiction. Publisher expressly agreesto submit to the exclusive personal jurisdiction, and that the exclusive venuefor disputes related to this Agreement shall be the state and federal courts ofCook County, Illinois. The United Nations Convention on Contracts for theInternational Sale of Goods will not apply to this Agreement.

11.3      Assignment.

Publisher may not assign or transfer any rights under thisAgreement or delegate any obligations or duties under this Agreement withoutcleverbridge’s prior written consent. Any attempted assignment or delegationwithout such consent will be null and void.

11.4      Severability.

If any provision of this Agreement is unenforceable, suchprovision will be changed and interpreted to accomplish the objectives of suchprovision to the greatest extent possible under applicable law and theremaining provisions will continue in full force and effect.

11.5      Independent Contractors.

This Agreement does not establish any partnership, jointventure, employment, or other relationship between the parties, except that ofindependent contractors.

11.6      Construction.

The section headings in this Agreement are for convenienceof reference only, will not be deemed to be a part of this Agreement, and willnot be referred to in connection with the construction or interpretation ofthis Agreement. Any rule of construction to the effect that ambiguities are tobe resolved against the drafting party will not be applied in the constructionor interpretation of this Agreement.

11.7      Waiver.

cleverbridge’s failure to exercise or delay in exercisingany right, power or privilege under this Agreement shall not operate as awaiver; nor shall any single, continued or partial exercise of any right, poweror privilege under this Agreement preclude any other or further exercisethereof.

11.8      Force Majeure.

If a Party’s inability to perform this Agreement, or anyobligation hereunder, is the result of an Act of God (fire, flood, epidemic, orearthquake); war or act of terrorism, including chemical or biological warfare;governmental acts, orders, or restrictions; or any other reason where failureto perform is beyond the reasonable control, and is not caused by thenegligence, intentional conduct, or misconduct of the defaulting party, and thedefaulting party has exercised all reasonable efforts to avoid or remedy suchforce majeure, then the party so affected, upon giving prompt notice to theother party, shall be excused from such performance to the extent of suchprevention, restriction or interference.

11.9      Entire Agreement.

This Agreement contains the entire understanding of theparties relating to the subject matter hereof and supersedes all prior orcontemporaneous agreements, communications, and understandings between theparties (whether written or oral) relating to the subject matter hereof.Between and in relation to the parties to this Agreement, it supersedes andprevails, if any of its contents or provisions conflict with any agreementbetween Publisher and Client or any other third party.