(e) “Processing” shall mean the “processing” as defined in the Data Protection Law of the Personal Data of each Data Subject by HeadWeb (on behalf of the Controllers), which includes the processing of the Personal Data by HeadWeb and the transfer of the Personal Data to the Controllers;

(f) “Purposes” shall mean the limited, specific and legitimate purposes of the Processing, namely the performance of the Services;

(g) “Subprocessor” shall mean any person (excluding an employee of HeadWeb) appointed by or on behalf of HeadWeb to process Personal Data on behalf of the Controllers.

Qualification

Processing of Personal Data by HeadWeb as controller

For the avoidance of doubt, HeadWeb acts as the data controller regarding the management of the Website and more generally the provision of the Services, as set out in the�Privacy Policy�.

In the framework of the provision of the Services, representatives of Affiliates (respectively Advertisers) will access certain personal data relating to representatives of Advertisers (respectively Affiliates). Such personal data may only be used as necessary for the purposes of complying with your obligations and benefiting of your rights under these Terms.

Processing of Personal Data by the Advertisers as controllers

The Controllers act as controllers and HeadWeb as the processor with the respect to the Processing of Personal Data in the framework of the use by the Controllers of the Services.

Processing of Personal Data

HeadWeb agrees that any Processing of Personal Data by HeadWeb in respect of which HeadWeb acts as processor on behalf of the Controllers shall be carried out in accordance with the Data Protection Law and the provisions of this section.

Without prejudice to the independence of the parties, the Personal Data shall only be processed in accordance with the instructions of the Controllers and solely for the Purposes, to the exclusion of any other purposes. The Controllers hereby generally instructs HeadWeb to process Personal Data for the Purposes and to the extent necessary to provide the Services in compliance with HeadWeb’s obligations under the Agreement.

Without prejudice to the independence of the parties, HeadWeb represents and warrants that HeadWeb and any person acting under the authority of or on behalf of HeadWeb and having access to the Personal Data shall only process the Personal Data in accordance with the instructions of the Controllers, except in case of a legal obligation, and in accordance with the Data Protection Law. To this end, HeadWeb shall inform and train all persons acting under its authority and having access to the Personal Data about the provisions of Data Protection Law.

Subprocessing – Onward transfer of Personal Data

HeadWeb shall not engage any Subprocessor without prior general or specific written authorisation of the Controllers. Where HeadWeb engages a Subprocessor for carrying out specific processing activities on behalf of the Controllers, the same data protection obligations as set out in this section shall be imposed on that Subprocessor by way of a written agreement, in particular providing sufficient guarantees to implement appropriate technical and organisational measures. Where such Subprocessor fails to fulfil its obligations under Data Protection Law, HeadWeb shall remain fully liable to the Controllers for the performance of such Subprocessor’s obligations.

The Controllers hereby specifically authorizes HeadWeb to engage the following Subprocessors:

1. TUNE, Inc., a company incorporated and existing under the laws of Washington State, with its registered office 2200 Western Ave, Suite 200, 98121 Seattle, Washington.

The Controllers hereby further generally authorizes HeadWeb to engage any other Subprocessor provided that HeadWeb informs the Controllers of any intended changes concerning the addition or replacement of Subprocessors. The Controllers will have the possibility to object to such addition or replacement on the basis of objective grounds. In case the Services can no longer be provided further to such objection, HeadWeb may terminate the Services provision to the objecting Controllers, without liability to them other than the�pro rata�refund of paid Annual Fees, where applicable.

With respect to each Subprocessor, HeadWeb shall:

(i) carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Personal Data required by this section;

(ii) ensure that the EU Standard Contractual Clauses regarding the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection (hereinafter the “�EU Standard Contractual Clauses”) are at all relevant times signed between the Controllers and the Subprocessor if the engagement of such Subprocessor involves a transfer to a country located outside of the European Economic Area which does not ensure an adequate level of data protection and where no appropriate safeguard exists (hereinafter the “�Restricted Transfer”). For the purposes of this obligation, the Controllers hereby grants to HeadWeb a mandate (proxy) to enter into EU Standard Contractual Clauses in the name and on behalf of the Controllers with the Subprocessors; and

(iii) provide to the Controllers for review such copies of the agreements with Subprocessors (which may be redacted to remove confidential commercial information not relevant to the requirements of the Agreement) as the Controllers may request from time to time.

(iii) same as (ii) for UK Standard Contractual Clauses ….

HeadWeb shall not communicate, disclose or transfer, either free of charge or in return for payment, the Personal Data to any other legal person or individual, except pursuant to the prior written instructions of the Controllers and except where such communication, disclosure or transfer: (i) is necessary to perform the Services or for the Purposes; or (ii) is required by any applicable law, regulation, or governmental authority in which case HeadWeb will, wherever possible, notify the Controllers promptly in writing prior to complying with any such request for communication, disclosure or transfer and shall comply with all reasonable directions of the Controllers with respect to such communication, disclosure or transfer.

Security

HeadWeb shall ensure – having regard to the state of technological development and the cost of implementing any such measures as well as the sensitive nature of the Personal Data to be processed – that appropriate technical and organizational measures are taken against accidental or unauthorized destruction, accidental loss, as well as against alteration of, access to and any other unauthorized processing of the Personal Data.

Without limitation to the foregoing, HeadWeb shall, in particular, take adequate technical and organizational measures to:

1. ensure that access to the Personal Data is only granted to persons acting under its authority and strictly on a need-to-know basis;
2. deny unauthorized persons access to data processing systems within which the Personal Data is processed (access control);

iii. prevent the use of data processing systems by unauthorized persons (access control);

1. ensure that persons authorized to use a data processing system are only able to access the Personal Data to which their access privileges apply (access control);
2. ensure that the Personal Data cannot be read, copied, modified or removed without the authorization of HeadWeb during electronic transfer or during transport or storage on data media and that it is possible to check and determine to whom communication of the Personal Data is made through data transfer facilities (checking the identity of any person who forwards the Personal Data and any person to whom the Personal Data is forwarded);
3. ensure that the Personal Data is only processed in accordance with the Controller’s instructions (instruction checking);

vii. ensure the reliability of any employee, agent or contractor of HeadWeb or any Subprocessor and that they are subject to confidentiality obligations (reliability and confidentiality);

viii. ensure that the Personal Data is protected against accidental destruction or loss (availability checking);

1. ensure that pseudonymisation and encryption of Personal Data are used where possible; and
2. ensure that Personal Data processed for other purposes can be processed separately (separation checking).

Without prejudice to the specific obligations in case of Personal Data breach (see below), HeadWeb agrees to inform the Controllers in writing without delay and, in any case, within three (3) business days of any accidental or unlawful destruction or accidental loss or damage, alteration, unauthorized disclosure or access to the Personal Data.

Cooperation

HeadWeb shall provide in a prompt manner such co-operation as is reasonably necessary to enable the Controllers to ensure compliance with the Data Protection Law, including but not limited to providing co-operation where the Controllers must respond to requests for exercising the Data Subject’s rights granted by Data Protection Law.

In particular, HeadWeb shall:

(i) promptly notify the Controllers if HeadWeb or any Subprocessor receives a request from a Data Subject under any Data Protection Law in respect of Personal Data; and

(ii) ensure that HeadWeb and/or any Subprocessor only responds to such request upon express written instructions of the Controllers or as required by applicable laws to which HeadWeb and/or the Subprocessor is subject, in which case HeadWeb shall to the extent permitted by applicable laws inform the Controllers of that legal requirement before HeadWeb and/or the Subprocessor responds to the Data Subject’s request.

HeadWeb shall as soon as reasonably practicable and in any event in a manner that conforms to any time-scales set out in the Data Protection Law, provide the Controllers with a copy of the Personal Data that it processes, and/or correct or delete any inaccuracies in such Personal Data, as directed by the Controllers.

Personal Data breach

In case of any Personal Data breach (defined by the GDPR as “�a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed�”), HeadWeb shall, without delay, notify the Controllers of such breach. The notification must, at least, describe the nature of the Personal Data breach including where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned, describe the likely consequences of the Personal Data breach, describe the measures taken or proposed to be taken to address the Personal Data breach, including, where appropriate, measures to mitigate its possible adverse effects.

Audit and inspection

HeadWeb shall, at the request of the Controllers, submit its equipment used for the Processing of Personal Data (if any) for audit of the Processing performed by HeadWeb. Such audit shall be performed by the Controllers or a third party (selected by the Controllers and reasonably acceptable to HeadWeb) to act on its behalf, at the Controllers’s expense, at HeadWeb’s offices or at another mutually agreed location during normal business hours upon fifteen (15) days prior written notice and shall make reasonable endeavors to avoid causing any damage, injury, or disruption in HeadWeb premises, equipment, personnel and business while its personal are on those premises in the course of such an audit or inspection. Audit reports shall only include detail sufficient to verify HeadWeb’s compliance with its obligations under this section.

For the performance of the audit or inspection, the Controllers will give a list of authorized person(s) (“Authorized Person”). HeadWeb undertakes to give access to its premises to the Authorized Person provided that such Authorized Person:

(i) produces reasonable evidence of identity; and

(ii) works during normal business hours of HeadWeb, unless the audit needs to be conducted on an emergency basis.

Data Protection Impact Assessment

HeadWeb shall assist the Controllers with any relevant data protection impact assessment and prior consultations with supervisory authorities or other competent data privacy authorities that would be required under Articles 35 or 36 of the GDPR, subject to terms and conditions and fees to be agreed upon on a case-by-case basis.

Deletion or return of Personal Data

HeadWeb shall ensure that any copies of Personal Data in the possession of HeadWeb are promptly, and in any event within 120 calendar days of the date of cessation of any services, returned to the Controllers or destroyed (at the Controllers’ option) upon the Controllers’ notice and/or when they are no longer required for the performance of HeadWeb’s obligations under the Agreement, whichever occurs first, and HeadWeb shall delete existing copies unless Data Protection Law requires storage of the Personal Data. Notwithstanding the preceding provisions of this clause “�Deletion or return of Personal Data”, HeadWeb may retain a copy of such Personal Data which is (i) necessary to evidence compliance by HeadWeb with any of its obligations under the Agreement or to exercise any of its rights under the Agreement and/or (ii) contained in regular HeadWeb or Subprocessors backups, provided that any such Personal Data shall remain subject to the confidentiality and data privacy and security terms and conditions of the Agreement until destroyed.

Liability

Without prejudice to any limitation of liability, HeadWeb shall be liable for the Processing of the Personal Data which is consigned to it by the Controllers. HeadWeb undertakes to indemnify and hold harmless the Controllers, its directors and employees against any and all costs, charges, damages, expenses and losses (including costs incurred in recovering same), that are incurred by the Controllers as a result of any breach by HeadWeb of any representation or warranty in this section “�Personal data processing” or the failure to comply with any of its obligations under this section. Where a Subprocessor fails to fulfil its obligations under Data Protection Law, HeadWeb shall remain fully liable to the Controllers for the performance of such Subprocessor’s obligations. This Clause “Liability” sets out the entire financial liability of HeadWeb (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Controllers in respect of any breach of the obligations contained in this section “�Personal data processing”.

Limitation of liability

Notwithstanding anything to the contrary in this section and/or elsewhere in the Agreement, (a) IN NO EVENT WILL HEADWEB BE LIABLE FOR ANY LOST DATA, LOST REVENUE, LOST PROFITS, DAMAGE TO REPUTATION, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR ANY SIMILAR TYPE OF DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS SECTION “PERSONAL DATA PROCESSING”, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES and (b) HeadWeb’s aggregate maximum liability to the Controllers arising out of or in connection with this section “�Personal data processing”, whether in tort (including negligence) or for breach of contract, or otherwise howsoever arising, shall not exceed a sum corresponding to the greater of (i) ten US dollars (US$ 10) (or the local currency equivalent, where applicable) or (ii) the cumulative amounts effectively paid to HeadWeb by the relevant Controller for its Subscription during the twelve (12) months period immediately preceding the day on which the cause of action has accrued. The existence of more than one claim will not enlarge or extend these limits. The parties acknowledge and agree that the foregoing liability limitations are essential elements of this section “Personal data processing” and that in the absence of such limitations, the material and economic terms of this section and the Agreement would be substantially different.

Modifications of the applicable Data Protection Law

HeadWeb may, by providing at least thirty (30) calendar days’ written notice to the Controllers, make variations to or replace the templates for EU or UK Standard Contractual Clauses and enter into amended or new EU or UK Standard Contractual Clauses where such variations or replacements are required as a result of any change in, or decision of a competent authority under, the Data Protection Law, to allow the Restricted Transfers to be made (or continue to be made) in compliance with the Data Protection Law.

Internal messaging service

An internal private messaging service is made available by HeadWeb to the Members. This service is exclusively provided for Members and all correspondences should be kept confidential. This service is not meant to be used to transfer Personal Data.

The contents of the mailing boxes are not subject to any record keeping warranties from HeadWeb and it is the responsibility of the Members to save and backup such content. HeadWeb will not be held liable for the loss of these contents, whatever the cause, and no damage or compensation can be claimed by Members.

Any Member victim of spam (unsolicited advertising or other) may inform HeadWeb thereof and HeadWeb will take all reasonable measures to prevent further spam from the identified source.

Suppression of the personal account

HeadWeb reserves the right to suppress the personal account of any Member in case of any infringement to the Agreement by such Member or in case of inactivity of a personal account for a consecutive period of one (1) year, without liability to such Member and without prejudice to any compensation that HeadWeb may claim.

6. APPLICABLE LAW – RESOLUTION OF CLAIMS OR DISPUTES

All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of the Agreement shall be governed by and construed in accordance with the laws of Hong Kong, and no effect shall be given to any other choice of law or any conflict-of-laws rules or provisions (from Hong Kong, foreign or international) that could cause the laws of any jurisdiction other than Hong Kong to be applicable.

Any claim or dispute between an Affiliate Advertiser or Member and HeadWeb (or any of HeadWeb’s subsidiaries or affiliates) arising out of or relating in any way to the Services� or �the Agreement shall be resolved through final, binding arbitration. This obligation applies regardless of whether the claim or dispute involves a tort, fraud, breach of contract, misrepresentation, product liability, negligence, violation of a statute, or any other legal theory. Included are all claims arising out of or relating to any aspect of our relationship; claims that may arise after the termination of our relationship; and claims related to direct marketing efforts, including complaints concerning unsolicited text messages, emails, and telemarketing calls.

Each party agrees that each one may bring claims against the other only in an individual capacity and not in a class action or representative proceeding. All arbitrations under the Agreement shall be conducted on an individual (and not a class-wide) basis, and an arbitrator shall have no authority to award class-wide relief. The Affiliate Advertiser and Member� acknowledge and agrees that the Agreement specifically prohibits them from commencing arbitration proceedings as a representative of others or joining in any arbitration proceedings brought by any other person.

A party who intends to seek arbitration must first send to the other a written notice of dispute (“Notice”) describing the nature and basis of the claim or dispute and setting forth the specific relief sought. All Notices to HeadWeb shall be sent to the following address: ��Rooms 1001A-4 China Evergrande Centre, 38 Gloucester Road, Wan Chai, Hong Kong. All Notices to an Affiliate, Advertiser or Member shall be respectively sent to the address notified by the Advertiser during Subscription (with respect to Advertisers) or the address provided by the Affiliate in its personal account (with respect to Affiliates). Upon receipt of such Notice, the receiving party shall have a thirty-day period in which it may satisfy the claim against it by fully curing the dispute and/or providing all the relief requested in the Notice. After the expiration of such thirty-day cure period, the notifying party may commence an arbitration proceeding. The arbitration of any claim or dispute under the Agreement, including any dispute concerning the validity, interpretation, enforcement, performance or termination of the Agreement or otherwise arising out of or in relation with the Agreement, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by arbitrators, appointed in accordance with those Rules. The Emergency Arbitrator Provisions of those Rules shall not apply. The arbitral tribunal shall be composed of three (3) arbitrators. The exclusive venue of the arbitration shall be Hong Kong. The arbitration shall be conducted in the English language. Nothing herein shall prevent a party from filing a complaint, or seeking a preliminary injunction or other provisional judicial relief, if in its sole judgment such action is necessary to avoid irreparable damage or to preserve thestatus quo.

7. CONFIDENTIALITY
8. LIMITED LICENSE & INTELLECTUAL PROPERTY

HeadWeb grants the Affiliate a non-exclusive, worldwide, royalty-free, non-assignable, non-transferrable, non-sublicensable (except to Affiliate’s Third Party Affiliates) right to use the Links and to access the Website through the Links solely in accordance with the Agreement, for the sole purpose of identifying participants in the Affiliate Program and assisting in increasing sales through the Advertiser Site.

The Affiliate may not (and shall cause Affiliate’s Third-Party Affiliates not to) alter, modify, manipulate or create derivative works of the Links or any of HeadWeb’s graphics, creative, copy or other materials owned by, or licensed to, owned by, or licensed to, Astro Psychic Affiliation in any way. The Affiliate is only entitled to use the Links to the extent that it is a member in good standing of the Affiliate Program. Headweb may revoke the license anytime subject to prior written notice. Except as expressly stated herein, nothing in the Agreement is intended to grant the Affiliate any rights to any of �HeadWeb’s and/or any Advertiser’s trademarks, service marks, copyrights, patents or trade secrets. The Affiliate agrees that HeadWeb and/or any Advertiser� may use any suggestion, comment or recommendation it chooses to provide to HeadWeb without compensation. All rights not expressly granted in the Agreement are reserved by HeadWeb.

9. TERMINATION

The Agreement shall apply since the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. Affiliates may terminate their participation in the Affiliate Program�at any time by removing all Links from their Media Kit, deleting all copies of the Links. HeadWeb may terminate your participation in the Advertising Offer or the Agreement at any time and for any reason, which HeadWeb deems appropriate with or without prior notice. Upon termination of your participation in the Advertising Offer or the Agreement for any reason, you will immediately cease all use of the Services and delete all Links as well as all Affiliate or Advertiser Intellectual Property Rights, and will cease representing yourself as an Astro Psychic Affiliation Affiliate or Advertiser.

On termination of the Agreement for whatever cause, the accrued rights of the parties as at termination of the Agreement, or the survival after such termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

10. REMEDIES

In addition to any other rights and remedies available to HeadWeb under the Agreement, HeadWeb reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) Headweb determines that the Affiliate has violated the Agreement, (ii) HeadWeb receives any complaints about the Affiliate‘s participation to an Advertising Offer which HeadWeb reasonably believes to violate the Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in the Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of the Agreement, HeadWeb reserves the right to disclose the Affiliate’s identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by the Affiliate’s actions.

11.Anti-Spam Policy

The Affiliate must strictly comply with the US federal CAN-SPAM Act of 2003 and other applicable anti-spam legislations (“Anti-Spam Act”). This implies that all emails sent in connection with the Advertising Offer must include the appropriate party’s opt-out link. �From time to time, HeadWeb and/or the relevant Advertiser may request – prior to your sending emails containing linking or referencing the Affiliate Program – that the Affiliate submits the final version of its email to HeadWeb and/or the relevant Advertiser for review.

Notwithstanding the above paragraph, it is solely the Affiliate’s obligation to ensure that its emails comply with the Anti-Spam Act. The Affiliate agrees not to rely upon Headweb ‘s and/or the relevant Advertiser’s review. review of email for compliance with the Anti-Spam Act or assert any claim that the Affiliate complies with the Anti-Spam Act based upon Headweb ‘s and/or the relevant Advertiser’s review. review.

12.FRAUD

The Affiliate is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other Affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed the permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of Clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Headweb shall make all determinations about fraudulent activity in its sole discretion.

13.Representations and Warranties

You hereby represent and warrant that the Agreement constitutes a legal, valid, and binding obligation, enforceable against you and that the individual entering into the Agreement on behalf of a legal person has the legal capacity and authority to bind such legal person.

Subject to the other terms and conditions of the Agreement, Headweb represents and warrants that it shall not knowingly violate any law, rule or regulation, which is applicable to Headweb ‘s own business operations or Headweb ‘s proprietary products or services.

14. Modifications

In addition to any notice permitted to be given under the Agreement, HeadWeb may modify any of the terms and conditions of the Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate the Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in the Affiliate Program or use of the Services ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, HeadWeb may change, suspend or discontinue any aspect of an Advertising Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. The Affiliate agrees to promptly implement any request from HeadWeb to remove, alter or modify any Link, graphic or banner ad that is being used by the Affiliate as part of the Affiliate Program.

15. Independent Investigation

You acknowledge that you have read the Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating �in the Affiliate Program and each Advertising Offer and are not relying on any representation, guarantee or statement other than as set forth in the Agreement or on the Affiliate Program.

16.Mutual Indemnification

The Affiliate hereby agrees to indemnify, defend and hold harmless HeadWeb and Advertisers and their subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of the Agreement, including any representation, warranty, covenant, restriction or obligation made by the Affiliate herein, (ii) any misuse by the Affiliate, or by a party under the reasonable control of the Affiliate or obtaining access through the Affiliate, of the Links, Advertising Offers or HeadWeb �or Advertisers’ Intellectual Property Rights, or (iii) any claim related to the Affiliate’s media, including but not limited to, the content contained on such media (except for the Links).

The Advertiser hereby agrees to indemnify, defend and hold harmless HeadWeb and Affiliates� and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of the Agreement, including any representation, warranty, covenant, restriction or obligation made by the Advertiser herein, or (ii) any claim related to the Advertiser’s Media Kits, including but not limited to, the content contained in such Media Kits.

Without prejudice to the limitation of liability provisions contained in the Agreement, HeadWeb hereby agrees to indemnify, defend and hold harmless the Affiliate (respectively Advertiser) and its directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on a claim that HeadWeb is not authorized to provide the Services.

17.Disclaimers

THE SERVICES, INCLUDING BUT NOT LIMITED TO THE AFFILIATE PROGRAM AND LINKS ARE PROVIDED “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, HEADWEB EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. HEADWEB DOES NOT WARRANT THAT THE SERVICES, THE AFFILIATE PROGRAM OR LINKS WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE ADVERTISING OFFERS OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. VIS-�-VIS AFFILIATES, HEADWEB DOES NOT GUARANTEE THAT THE AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

18.Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THE AGREEMENT, IN NO EVENT SHALL HEADWEB BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, WEBSITE, FOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF HEADWEB.

NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THE AGREEMENT, IN NO EVENT WILL HEADWEB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT HEADWEB HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THE AGREEMENT, HEADWEB ‘S AGGREGATE MAXIMUM LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, WHETHER IN TORT (INCLUDING NEGLIGENCE) OR FOR BREACH OF CONTRACT, OR OTHERWISE HOWSOEVER ARISING, SHALL NOT EXCEED A SUM OF TEN US DOLLARS (US$ 10) (OR THE LOCAL CURRENCY EQUIVALENT, WHERE APPLICABLE).

THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THE AGREEMENT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE MATERIAL AND ECONOMIC TERMS OF THE AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

19. Data Protection

Personal data of Affiliate’s representatives, agents and/or employees (“Data Subjects”) are processed by HeadWeb as controller for the purposes of performing this Agreement, managing Affiliate’s relationship and answering to requests. The legal basis is the necessity for the purposes of the legitimate interests pursued by HeadWeb, i.e. to propose Advertising Offers to the Affiliate, perform the Affiliate Program and its obligations vis-�-vis Affiliate.

The following categories of personal data relating to the Data Subjects may be processed: name, surname, position with Affiliate, professional email address, professional phone number, skypeID, address and requests. HeadWeb will not transfer any personal data to third parties. Data Subjects are entitled to access personal data related to them and request their modification or suppression if they are incorrect or unnecessary. To exercise these rights, Data Subjects should send an email to HeadWeb at traffic@headweb.hk together with the necessary information to enable the Data Subject identification. Data Subjects can also lodge a complaint with a supervisory authority.

Affiliate undertakes to provide a copy of the content of this Section to Data Subjects.

20. Miscellaneous

Fees and expenses. You shall be responsible for the payment of all reasonable attorney’s fees and expenses incurred by HeadWeb to enforce the terms of the Agreement. Entire agreement. The Agreement contains the entire agreement between you and HeadWeb with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. You agree that HeadWeb shall not be subject to or bound by any insertion order or online terms and conditions that amend, conflict with or supplement the Agreement, regardless of whether HeadWeb “clicks through” or otherwise indicates its acceptance thereof. Assignment. You may not assign all or any part of the Agreement without HeadWeb ‘s prior written consent. HeadWeb may assign the Agreement at any time with notice to you. The Agreement will be binding on and will inure to the benefit of the legal representatives, successors, and valid assigns of the parties hereto. Survival. The provisions of sections 3 to 16 and any accrued payment obligations shall survive the termination of the Agreement. Modifications. Except as set forth in section. (“MODIFICATIONS”), the Agreement may not be modified without the prior written consent of all parties. Subcontracting. HeadWeb may sub-contract the performance of its obligations under the Agreement. HeadWeb shall remain fully responsible and liable towards the Affiliate for the performance of the sub-contracted part of the obligations of HeadWeb pursuant to the Agreement. The Affiliate may not sub-contract the performance of its obligations under the Agreement. Severance. If any provision of the Agreement is held to be void, invalid or inoperative, the remaining provisions of the Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Independence. Each party to the Agreement is an independent contractor in relation to the other party with respect to all matters arising under the Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No waiver. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default. Force majeure. HeadWeb shall have no liability to you under the Agreement if it is prevented from or delayed in performing its obligations thereunder, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of HeadWeb or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, act of terrorism, embargo, or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of HeadWeb’s suppliers or sub-contractors (“Force Majeure Event”), provided that you are promptly notified of such Force Majeure Event, its severity and its likely impact on HeadWeb’s ability to perform its obligations under the Agreement after becoming aware of the commencement of the relevant Force Majeure Event. Notwithstanding the foregoing, HeadWeb shall use all reasonable endeavours to continue to perform its obligations under the Agreement for the duration of such Force Majeure Event

By submitting and application to the Services, you affirm and acknowledge that you have read the Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by the Agreement, you should not use the Services or submit an application to Affiliate Program.