THIS AGREEMENT (the “Agreement”) is entered into by and between Starpath Trading Ltd (hereafter referred to as Affiliate Bingo) and the Affiliate partner.
A. Affiliate Bingo is in the business of producing, marketing and promoting on-line entertainment Services that are accessed through the use of a personal computer, modem and/or direct Internet access.
B. Affiliate partner desires to market and promote the above-mentioned Service. This Service will be advertised, marketed and promoted under the name “Affiliate Bingo”.
C. Affiliate partner desires to obtain from Affiliate Bingo, and Affiliate Bingo agrees to grant Affiliate partner the non-exclusive right and license to advertise, market and promote the Service, in accordance with the following terms and conditions.
TERMS AND CONDITIONS
1. Grant of Promotion and Distribution License
1.1 Affiliate Bingo grants to Affiliate partner the non-exclusive, non-transferable right and license to advertise, market and promote the Service, in accordance with the terms and conditions hereof.
1.2 Affiliate Bingo grants to affiliate partner the non-exclusive, non-transferable right and license to distribute to Affiliate partner customers, in accordance with the terms and conditions herein, the specialized bingo “Software” (the “Software”) which enables access to the Service. Affiliate partner shall not under any circumstances reverse engineer, disassemble, decompile, or otherwise attempt to render source code from the “Software”, or to reproduce or distribute the “Software” in source code format. Affiliate partner acknowledges and agrees that the “Software” is the proprietary property of Affiliate Bingo, and that it embodies substantial creative rights, confidential and proprietary information, copyrights, trademarks and trade secrets, all of which shall remain the exclusive property of Affiliate Bingo and/or its licensors. Affiliate partner agrees to include such proprietary rights notices, markings or legends on any advertisements or promotional materials for the “Software” as Affiliate Bingo shall reasonably specify from time to time.
1.3 All other rights and licenses not expressly granted to Affiliate partner herein are reserved by Affiliate Bingo.
2. Obligations of Affiliate Bingo
2.1 Affiliate Bingo will provide access to; (a) bingo style games, (b) slots machines games (c) Merchant accounts, (d) credit card authorization, (e) fraud control, for billing; (f) financial management of receivables including call reports and accounting services, all in accordance with standard practices and procedures. The choice of content for the Service, and the choice of persons retained to deliver the Service’s, shall be determined by Affiliate Bingo in its sole discretion.
2.2 Affiliate Bingo shall retain the right to provide the Service in what ever form Affiliate Bingo deems appropriate.
2.3 Affiliate Bingo shall retain the right to change any part of the Service at anytime, without notice to affiliate partner, in whatever manner Affiliate Bingo deems appropriate.
2.4 Affiliate Bingo shall retain the right to cancel any part of the Service at any time, without notice to affiliate partner, in whatever manner Affiliate Bingo deems appropriate.
2.5 Notwithstanding anything in this Agreement, Affiliate Bingo shall not be held responsible or liable for any loss of income or loss of ability to produce income, on the part of the Affiliate partner, arising from any inability of Affiliate Bingo to deliver the Services contemplated in this Agreement for any reason whatsoever, whether Affiliate Bingo is at fault or whether a third party is at fault.
3. Obligations of Affiliate partner
3.1. The Affiliate shall provide the Services in accordance with Good Industry Practice.
3.2. The Affiliate shall meet and maintain all Player registration requirements relating to the Selected Brand Website (including that the Affiliate must be at least 18 years of age to register as a Player of the Selected Brand Website).
3.3. The Affiliate shall not provide the information of another person with the intention of impersonating that person or deceiving Affiliate Bingo or other affiliates as to its true identity.
3.4. The Affiliate shall refrain from marketing the Affiliate Website in any way that might compete with Affiliate Bingo and/or its licensors’ own marketing efforts, unless the Affiliate has received prior written approval from Affiliate Bingo in such regard. Without limiting the generality of the foregoing the Affiliate shall not drive pay-per-click traffic to the Affiliate Bingo Website, any Brand Website, the Affiliate Website or any other website, including via any search engine, directory or online database, by bidding on search terms, key words or other identifiers that consist of, include or are confusingly similar to (i) any of the Brand Marks; and/or (ii) any of the Prohibited Terms.
3.5. The Affiliate shall not use misleading Links or Promotional Content or cause any Links to open in an end user’s browser other than as a result of the end user making a Valid Click.
3.6. The Affiliate shall not:
3.6.1. apply for, or obtain, registration of any of the Brand Marks or Prohibited Terms for any goods and services anywhere in the world;
3.6.2. apply for, or obtain, registration of any trade mark or service mark anywhere in the world which consists of, includes, or is confusingly similar to the Brand Marks or Prohibited Terms or any of them; or
3.6.3. apply for, or obtain, registration of any domain name or sub-domain anywhere in the world which consists of, includes, or is confusingly similar to the Brand Marks or Prohibited Terms or any of them.
3.7. The Affiliate shall, immediately upon Affiliate Bingos’ request and in accordance with Affiliate Bingos’ instructions, assign and/or transfer to Affiliate Bingo (and/or its licensors), or delete (in Affiliate Bingos’ and/or its licensors’ sole discretion), any trade mark, service mark, domain name and or sub-domain registration or application obtained and/or registered and/or applied for in breach of clause 3.6. This obligation shall apply irrespective of whether such trade mark, service mark, domain name and/or sub-domain registration or application was made before, on or after the Commencement Date. Until such time as the trade mark, service mark, domain name and/or sub-domain registration or application has been assigned or transferred to Affiliate Bingo in accordance with this clause:
3.7.1. Affiliate Bingo may, in its sole discretion, withhold all Commission payments that may be due to the Affiliate; and
3.7.2. the Affiliate shall not allow the trade mark, service mark, domain name and/or sub-domain registration or application to lapse.
3.8. Except as expressly set out in this Agreement, the Affiliate shall not use in its business (including as, or as part of, its corporate or trading name or logo), or on or in relation to the Affiliate Website, any trade mark or service mark which consists of, includes or is confusingly similar to any of the Brand Marks or Prohibited Terms.
3.9. The Affiliate shall not copy, and shall otherwise ensure that the Affiliate Website does not have the look and feel of, the whole or any part of any of the Brand Websites.
3.10. The Affiliate shall not use any promotional content or hyperlinks of any kind (other than Promotional Content or Links) in relation to a Brand Website or the Affiliate Bingo Website.
3.11. The Affiliate shall not place Links or Promotional Content in newsgroups or unsolicited email.
3.12. If the Affiliate emails its opt-in email lists in relation to a Selected Brand Website as permitted by clause 10.1.2, the Affiliate shall:
3.12.1. Clearly display an unsubscribe feature at the bottom of the email (clearly detailing methods of unsubscribing from the mailing list);
3.12.2. Clearly include the header of the applicable Selected Brand Website in the email (incorporating the relevant Brand Marks);
3.12.3. Not send any promotional offers relating to the Affiliate Bingo Website or the Selected Brand Websites to recipients under the age of 18;
3.12.4. Not send any offers relating to the Affiliate Bingo Website or the Selected Brand Websites to people who have not willingly submitted their email address and opted-in to receive promotional material; and
3.12.5. Comply with Data Protection Laws.
3.12.6. You may only use marketing materials that are currently available via our affiliate program portal except for Material specifically approved by Affiliate Bingo, in writing, after the 31st January 2016.
3.12.7. All marketing marketing material must be no more than at least one click away from the merchant home/landing page as these have been vetted under the new regulations.
3.12.8. All content (whether that be text or images) marketing Affiliate Bingo sites complies with the CAP code for Gambling Advertising.
3.13. If any form of spam is sent (or alleged to have been sent) by or on behalf of an Affiliate, Affiliate Bingo may, at its sole discretion, terminate this Agreement (and all other agreements with such Affiliate) immediately on written notice to the Affiliate and withhold all funds then due. Affiliate Bingo may incur expenses in dealing with complaints and other issues arising from any spam generated mail sent by or on behalf of the Affiliate and these expenses may, at Affiliate Bingos’ sole discretion, be deducted from the Commission from time to time. Should these expenses not be covered by the Commission, the Affiliate hereby agrees to indemnify and hold harmless Affiliate Bingo and all members of the Affiliate Bingo Group from and against all losses, damages, costs, expenses, liabilities and claims (including reasonable legal expenses) incurred by or awarded against Affiliate Bingo or any members of the Affiliate Bingo Group due to or in connection with any breach by the Affiliate of this clause 3.13.
3.14 Affiliate accounts which have not actively been promoting the game/site or affiliate accounts with less than 5 created and funded player accounts in the last 30 days can at the discretion of management be disabled and any pending payments forfeited.
4. Compensation
4.1 As used herein, “Affiliate Partner Percentage” shall mean the percentage paid to Affiliate partner of the actual net revenue received from a user (the “Customer”) for approved use of the Service. The actual Affiliate partner Percentage shall be equal to 25% of the Net Monthly Revenue. “Net Monthly Revenue” shall mean the total amount paid for bingo cards and/or wagered in slot machines, less the total amount paid out as winnings in bingo and slot machines, and less the amount for all merchant banking fees. “Player Signup” shall mean a unique player signing up for an account and wagering an amount greater than GBP10.
4.2 Affiliate Bingo shall pay Affiliate partner monthly, in accordance with this contract for the preceding calendar month. Payment for the preceding month shall be made prior to the 20th day of each month.
4.4 On the 1st of December, 2014, the UK Government implemented a new tax for gambling activities, called the Point of Consumption Tax (POCT). This means that Affiliate Bingo brands will now pay 15% duty on all revenue generated by UK customers.
4.5 Affiliate Bingo will deduct POCT in calculating “Net Monthly Revenue” from affiliate partner players located in the United Kingdom.
5. Term and Termination
5.1 This Agreement shall commence and be deemed effective on the date when accepted by an authorized representative of the Affiliate partner (the “Effective Date”). This Agreement shall be deemed to be accepted by the Affiliate partner when the Affiliate partner chooses “YES” to the “Affiliate Bingo WAGERING AND GAMING PARTNERS AGREEMENT” and hits the submit button on the Affiliate partner Sign-Up page. This Agreement is in effect for a period of one (1) year (the “Term”) with additional one (1) year extensions at Affiliate partner’s option. If Affiliate partner elects to exercise this option, the option as exercised must be addressed to Affiliate Bingo in writing, no later than forty five (45) days prior to the expiration of the Term. The expiration notifications should be sent in writing, at least thirty (30) days prior to the expiration of the term.
5.2 Upon termination of this Agreement, Affiliate partner shall immediately return to Affiliate Bingo any and all Affiliate Bingo materials which Affiliate Bingo has a proprietary right in that are in Affiliate partner’s possession and/or in the possession of Affiliate partner’s agents, servants and employees.
5.3 Customers using Affiliate Bingo’s facilities and all information relating to these customers shall remain the property of Affiliate Bingo at all times during the operation of this contract and after termination.
6. Accounting Statements
6.1 All payments due to Affiliate partner by Affiliate Bingo shall be made on or before the twentieth (20) day of each month for the immediately preceding calendar month and shall be accompanied by a written statement which specifies the gross revenues received by Affiliate Bingo with respect to the Affiliate partner customers, the number of Affiliate partner Customers wagering and the calculation of the monies being paid to Affiliate partner. Additionally, Affiliate Bingo may adjust statements from time-to-time to reflect overpayments, consumer chargebacks and/or, credits or underpayments by Affiliate Bingo.
6.2 Affiliate Bingo shall hold back 50% of each month’s payment due to Affiliate partner (the “Hold Back Amount”). The Hold Back Amount shall be retained for a period of 90 days. If the chargebacks pertaining to the sales made by Affiliate partner for any given month are less than 50% of the Affiliate partner Percentage, then Affiliate Bingo shall pay the difference to Affiliate partner with the next monthly installment after the 90 day hold back period. If the chargebacks pertaining to the sales made by Affiliate partner for any given month are greater than 50% of the gross sales on which commissions are paid to Affiliate partner, then Affiliate Bingo shall adjust the payment due to Affiliate partner in accordance with section 6.1 of this Agreement.
7. Audit Rights
Affiliate partner may designate a Chartered Accountant to examine the books and records of Affiliate Bingo with respect to this Agreement. Said examination shall be at Affiliate partner’s sole cost and expense and may be conducted no more than once annually during normal business hours and no sooner than five (5) business days after Affiliate partner gives written notice of such audit to Affiliate Bingo. Accounting statements rendered by Affiliate Bingo shall be deemed conclusive if not challenged by Affiliate partner within thirty days after being rendered.
8. Exclusivity, Non-Competition and Ownership of Service Name
8.1 Affiliate partner agrees, understands and acknowledges that Affiliate Bingo may enter into Agreements of this type with third parties to promote the Service or a similar version thereof.
8.2 Affiliate partner has not paid consideration for the use of Affiliate Bingo’s trademarks, logos, copyrights, trade names, the Service name referred to in par. B, or designations, and nothing contained in this agreement shall give Affiliate partner any right, title or interest in or to any of them. Affiliate partner acknowledges that Affiliate Bingo and Affiliate Bingo licensors own and retain all copyrights and other proprietary rights in all of the foregoing, as well as any Software supplied by Affiliate Bingo. Affiliate partner shall not at any time during or after this agreement, assert or claim any interest in or to, or do anything which may adversely affect the validity or enforceability of, any trademark, trade name, copyright, service mark or logo belonging or licensed to Affiliate Bingo (including any act or assistance to any act which may infringe or lead to the infringement of any copyright in the “Software”). Without limiting the generality of the foregoing, Affiliate partner shall not attempt to register, or assist any third party in attempting to register any trademark, trade name or other proprietary right with any governmental agency, federal, provincial, local or otherwise, or with any other entity or authority, without the express, unequivocal and unambiguous prior written consent of Affiliate Bingo. Affiliate partner shall not attach any additional trademarks, logos or trade designations to the “Software” and shall ensure that none of the trademarks (or any variation thereof) appears in any portion of Affiliate partner’s name or any name under which Affiliate partner does business. Affiliate partner shall not alter, erase, deface or overprint any proprietary rights notice on anything provided by Affiliate Bingo.
9. Confidentiality and Non-Disclosure
9.1 Affiliate partner and Affiliate Bingo each agrees that during the course of this Agreement, each may have access to and become acquainted with confidential information of the other. Affiliate partner and Affiliate Bingo each specifically agrees that it shall not misuse, misappropriate or disclose any such confidential information, directly or indirectly, to any third party or use any such confidential information in any way, either during the Term of this Agreement or at any time thereafter. Affiliate partner and Affiliate Bingo each acknowledges and agrees that the sale or unauthorized use or disclosure of any such confidential information obtained by the other during the Term of this Agreement shall constitute unfair competition and shall cause the party owning the confidential information to suffer great and irreparable harm. Affiliate partner and Affiliate Bingo each further acknowledge and agree that, except as otherwise provided in this Agreement, all such confidential information is and will remain the sole and exclusive property of the disclosing party. The terms of this Section shall survive the expiration or termination of this Agreement.
9.2 For purposes of this section 9, “Confidential Information” means (a) discoveries, concepts and ideas, whether patentable or not; (b) business or technical information, including but not limited to product or Service plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development, and know-how; (c) any information designated as “confidential”, “proprietary”, or “secret” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential, proprietary or secret.
9.3 The obligations of section 9.1 shall not apply to the extent that any Confidential Information (a) becomes generally available to the public through no fault of the party to whom it was disclosed; (b) is or has been disclosed to such party directly or indirectly by a person under no obligation of non-disclosure to the disclosing party; or (c) is required to be disclosed under any laws, rules, regulations or governmental orders provided, however, that the party to whom it was disclosed shall have the burden of proving any of the foregoing exceptions by conclusive relevant evidence.
9.4 Notwithstanding anything to the contrary contained herein, the parties agree that the financial terms and conditions of this Agreement are to remain strictly confidential, and that neither party will disclose such financial terms and conditions to any third party without the prior written consent of the other party. This section shall not apply to disclosures, which are required by law (such as Affiliate Bingo reporting requirements), by order of a court with competent jurisdiction, or to each party’s respective attorneys, accountants, and business advisors under a similar duty of confidentiality.
10. REGULATORY MATTERS
10.1. The Affiliate shall provide such information to Affiliate Bingo as Affiliate Bingo may reasonably require in order to satisfy any information reporting, disclosure and other related obligations to any Gaming Authority from time to time. The Affiliate shall cooperate with requests, inquiries, investigations and the like of any Gaming Authority in connection with the performance of this Agreement, including the disclosure of information to any Gaming Authority that would otherwise be considered confidential pursuant to clause 12 of this Agreement.
10.2. Affiliate Bingo shall be entitled to terminate this Agreement immediately on notice to the Affiliate if, in Affiliate Bingo’ reasonable opinion, the Affiliate is in breach of any relevant advertising law, regulation or code of practice (including the UK Code of Non-broadcast, Advertising, Sales Promotion and Direct Marketing code and the Gambling Industry Code for Socially Responsible Advertising, if applicable).
10.3. Insofar as the Affiliate carries out activities pursuant to this Agreement on behalf of Affiliate Bingo and such activities are subject to any Gaming Approval issued to Affiliate Bingo from time to time, the Affiliate shall conduct itself as if it was bound by the relevant conditions and the relevant codes of practice to which Affiliate Bingo is subject pursuant to such Gaming Approval.
10.4. It is acknowledged that Affiliate Bingo and the Affiliate Bingo Group companies conduct business in a highly regulated industry under Gaming Approvals issued by Gaming Authorities. In order to ensure compliance with the requirements of Gaming Authorities and to ensure that Affiliate Bingo is able to maintain such Gaming Approvals, Affiliate Bingo may evaluate the suitability of entities with which it does business from time to time. If Affiliate Bingo, acting in good faith and in accordance with industry practice, determines the Affiliate to be Unsuitable (a “Determination”), Affiliate Bingo may terminate this Agreement immediately by giving written notice to the Affiliate and withhold any monies then due to the Affiliate.
10.5. No payments or undue financial or other advantage of any kind shall be made by the Affiliate or its personnel, directly or indirectly, to any entity, government, corporation or other person for the purpose of improperly influencing the consideration of applications for a business activity or the receipt of any other benefits, including the obtaining or retaining of business. The Affiliate shall:
10.5.1. comply with all Applicable Laws, statutes and regulations relating to anti-bribery and/or anti-corruption (including, if applicable, the UK’s Bribery Act 2010);
10.5.2. not engage in any activity, practice or conduct which constitutes an offence under any applicable anti-bribery and/or anti-corruption legislation (including acts which would constitute an offence under sections 1, 2 or 6 of the UK’s Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK); and
10.5.3. notify Affiliate Bingo immediately if it becomes aware that, or has reason to believe that, it has breached its obligations under this clause 14.5.
11. Representations, Warranties and Indemnity
11.1 Affiliate partner warrants, represents and covenants to Affiliate Bingo that: (a) Affiliate partner has the full legal right, power and authority to enter into and perform this Agreement, and to grant to Affiliate Bingo the rights set forth in this Agreement; and (b) Affiliate partner will obtain all necessary rights, licenses, permissions, business permits, and will comply with all applicable laws, rules and regulations in this connection in offering the Service to end-users.
11.2 Affiliate partner agrees to indemnify and hold Affiliate Bingo harmless, and further agrees to defend Affiliate Bingo through the service of an attorney chosen and approved by Affiliate Bingo, from and against any and all claims, liabilities, causes of action, damages, judgments, costs and expenses (including reasonable attorney’s fees) arising out of or in any way connected with any breach or alleged breach by Affiliate partner of any representation, warranty or agreement contained in this section 10, or elsewhere in this Agreement.
11.3 In no event shall Affiliate Bingo be liable to the Affiliate partner, Affiliate partner’s customers or any other third party claim for any indirect, special, or consequential damages, including lost profits, whether based upon a claim or action of contract, warranty, negligence, or other tort or breach of any statutory duty, indemnity or contribution, or otherwise arising out of this agreement, or the use and promotion of the Service, and/or any other act or omission relating to the Service in any connection to the sale or promotion of the Service, even if, in any such case, Affiliate Bingo has been advised of the possibility of such damages.
12. No Representation or Guarantee Regarding Profits or Income
Affiliate partner agrees, understands and acknowledges that the Affiliate Bingo, it’s parent company, it’s sub entities, it’s agents, it’s officers, it’s directors, it’s shareholders, and/or accountants have made no representation of any nature whatsoever to Affiliate partner and/or “Affiliate partner’s agents, servants and/or employees regarding profits, income, or money which Affiliate partner may obtain or generate from the Service and/or from entering into this “Agreement” and/or from marketing and/or promoting any version of this Service, and/or form any other matter relating to this “Agreement” and/or to the subject matter of this “Agreement”. Any expression by Affiliate Bingo in this regard is an expression of opinion only and Affiliate partner agrees understands and acknowledges that they have not been induced to, and/or persuaded thereby to, enter into this “Agreement” and that Affiliate partner has entered in to the Agreement of their own free will and choice, without any force or duress, and only after thorough, complete, full, and thoughtful investigation and after obtaining independent advice and counsel from their accountant, their attorney, and their financial advisors.
13. Assignment
This Agreement and rights and duties hereunder may not be assigned or transferred, either in whole or in any part by Affiliate partner without the express prior written consent of Affiliate Bingo, which consent shall not be unreasonably withheld.
14. Binding Effect
This Agreement and the provisions hereof shall be binding upon and inure to the benefit of the subsidiaries, affiliates, officers, directors, employees, agents, families, heirs, beneficiaries, executors, administrators, personal representatives, successors-in-interest and assigns of the respective parties hereto, and any entity which acquires either of the respective parties hereto.
15. Severability
If it is determined by a court of competent jurisdiction that any provision contained in this Agreement is illegal or unenforceable; such determination shall solely affect such illegal or unenforceable provision and shall not affect the validity or enforceability of the remaining provisions of this Agreement.
16. Further Acts
Each party agrees to perform such further acts and to execute and deliver to the other party any and all further documents which are required to carry out the purpose and intent of this Agreement or any of the provisions contained herein.
17. Notices
Except as otherwise provided herein, all notices, payments, or any other communications provided for herein shall be in writing or emailed and shall be given by email or personal delivery, or by mail, certified or registered, postage prepaid, return receipt requested, sent to the other party to this Agreement to whom it is given at the address set forth below, or such other address as either party to this Agreement may direct by notice given in accordance with the provisions of this Section. All notices shall be deemed effective upon personal delivery, or seven (7) days following deposit in the mail, or three (3) days following delivery through electronic mail: admin@affiliatebingo.com
18. Dispute Resolution
18.1. Agreement to Submit to Binding Arbitration. Except as otherwise provided below, the parties agree to submit disputes between them relating to this Agreement and its formation, breach, performance, interpretation and application to binding arbitration as follows.
18.2. Notice. Each party will provide written notice to the other party of any dispute within thirty days of the date when the dispute first arises or occurs. If a party fails to provide such notice, recovery on the dispute will be barred.
18.3. Arbitration Rules. Arbitration will be conducted in The Republic of Cyprus, pursuant to the Arbitration legislation then in effect in The Republic of Cyprus. Except as otherwise agreed, the arbitration shall be conducted by a single arbitrator. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction.
18.4. Costs and Attorneys’ Fees. Unless the arbitrator finds that exceptional circumstances require otherwise, the arbitrator will grant the prevailing party in arbitration its costs of arbitration and reasonable attorneys’ fees as part of the arbitration award.
18.5. Exceptions. Neither party will be required to arbitrate any dispute relating to actual or threatened: (a) unauthorized disclosure of Confidential Information; or (b) violation of Affiliate Bingo’s proprietary rights. Either party will be entitled to receive in any court of competent jurisdiction injunctive or other equitable relief, in addition to damages, including court costs and fees of attorneys and other professionals, to remedy any actual or threatened violation of its rights with respect to which arbitration is not required hereunder.
19. Relationship of the Parties
This Agreement does not create a partnership or joint venture between the parties hereto and neither party shall have the power or authority to obligate or bind the other in any manner whatsoever.
20. Entire Agreement
This Agreement supersedes all prior negotiations, understandings and agreements between the parties hereto concerning the subject matter hereof. This Agreement may not be changed nor modified, nor may any provision hereof be waived, except in a writing signed by the parties hereto.
21. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of The Republic of Cyprus.
22. Survival of Rights
Notwithstanding anything to the contrary contained in this Agreement, any obligations which remain executory after expiration of this Agreement shall remain in full force and effect until discharged by performance and such rights as pertain thereto shall remain in full force and effect until their expiration.
23. Headings
The headings used in connection with the paragraphs and subparagraphs of this Agreement are inserted only for purposes of reference. Such headings shall be not deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.