Terms and Conditions Advertiser
The following terms and conditions are entered into and between eGENTIC Asia Pacific Pte. Ltd. (hereinafter “eGENTIC”) and the advertising company (hereinafter “Advertiser”), referred to individually as “Party” or collectively as “Parties”.
eGENTIC operates and manages an affiliate network (hereinafter “BigBangAds”) a publishing company (hereinafter “Publisher”) and an Advertiser may participate in.
The Advertiser wants its concrete advertising of its goods and services (hereinafter “Advertising Material”) to be shown through different ways of advertisements, including but not limited to banners, emails, iFrames and/or videos (hereinafter “Advertising Channel”).
By using BigBangAds the Advertiser can place his Advertising Material combined with the respective Advertising Channel and concrete financial conditions (hereinafter “Advertising Campaign”) in order to be picked and performed by a Publisher. Such an Advertising Campaign may be governed – beside this Agreement – by further specific conditions issued by the Advertiser (hereinafter “Campaign Terms”) which have to be observed by the Publisher picking and performing the concrete Advertising Campaign.
Picking and performing the Advertiser Campaign, the Publisher may publish the Advertising Material – by adhering the desired Advertising Channel – through banners and/or iFrames and/or videos that will be shown on the Publishers´ own websites and/or on third parties websites where banner and/or iFrame and/or video places have been booked and/or emails that may be sent by the Publisher or by third parties delegated by the Publisher and/or other networks operated by the Publisher by adhering any restriction stated in the Campaign Terms.
- The Advertiser has to submit an application from the website www.big-bang-ads.com. The application has to be accurately completed. It is strictly forbidden to use any aliases or other means to mask Advertiser´s true identity or contact information. The Advertiser is obliged to provide eGENTIC with future updates. Finishing of the application process and transmitting the application constitutes the acceptance of our offer to conclude the Agreement. After eGENTIC has reviewed the application successfully, eGENTIC will notify Advertiser of any acceptance by granting access to BigBangAds in order to offer Advertising Campaigns. Furthermore eGENTIC may accept or reject Advertiser´s application at its sole discretion for any reason. In case of a rejection any data filled in by the Advertiser and transmitted to BigBangAds will be deleted. In case of a rejection no enforceable right could be derived, including without limitation any right of participation.
- For the avoidance of doubts by completing the application and giving its consent to this Agreement by ticking the check box the Advertiser submits its acceptance for the conclusion of this Agreement regarding the participation in the BigBangAds-Network.
II. Advertising Campaign, Campaign Terms and Insertion Order
For offering an Advertising Campaign in order to be picked and performed by the Publisher the Advertiser has to contact its contact person of BigBangAds and to submit the Advertising Material, Advertising Channel as well as the Campaign Terms. In the Campaign Terms specific regulation can be agreed, e.g. payment model/financial conditions, forbidden forms of publishing the advertisement etc. According to this an insertion order (hereinafter “IO”) shall be issued and sent to the Advertiser. An example is attached as Annex 1 to this Agreement. Such an IO needs to be signed from both eGENTIC and the Advertiser. After conclusion of the IO the offer will be placed in BigBangAds. For each Advertising Campaign a separate IO has to be issued.
III. Obligations of the Advertiser
- The Advertiser ensures that all Advertiser Material (i) are not illegal, (ii) do not infringe upon the intellectual property of third parties, including without limitation trademarks and/or copyrights, and/or further third party rights and/or personal rights of any third party and (iii) do not contain or link to any material which is – including without limitation – harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), promotes advertising for articles the distribution of which is entirely prohibited or the distribution of which is subject to restrictions that were disregarded when publishing, contains profanity or otherwise contains materials that Big Bang Ads informs you that it considers objectionable. Furthermore it is prohibited to place Advertising Materials relating to sweepstakes and any kind of advertising content referring to lead generation processes.
- In addition the Advertiser ensures not to place any of the following forbidden forms of advertising: mass subscription (automatic entry websites and/or scripts), forced clicks, webhosting, image hosting, file sharing, user generated content without editorial control, misleading user flows (e.g. violating any applicable law, rules or regulations, including without limitation the causing of false impression regarding prize distribution and the use of incentives) and interstitial pages.
- Expressly it is not permitted to especially use and/or distribute viruses, ransom ware worms, trojan horses, rootkits, key loggers, dialers, spyware, illegal adware, malicious BHOs, rogue security software and other malicious programs.
- Any ad serving software used by the Advertiser shall only been used installed on an end-user’s computer in a legally admissible manner, including without limitation that the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and understandable end user license agreement and the software can be easily removed according to generally accepted methods. Ad serving software may be allowed in the respective Campaign Terms.
- The Advertiser ensures not make any representations, warranties or other statements concerning Big Bang Ads and/or eGENTIC and/or Advertiser or any of their respective products or services, except as expressly authorized herein.
- According to point VI. of this Agreement the Advertiser ensures not to place the brand of eGENTIC and/or any Publisher and/or the brand BigBangAds on any platform and/or online platform, website and/or any other place without prior written consent of the respective trademark owner. Written means and includes letter, fax, email and/or Skype. In general the Advertiser ensures to not infringe any intellectual property rights of eGENTIC and/or any Publisher, including without limitation trademarks and/or copyrights. The Advertiser ensures to not copy or resemble the look and feel of eGENTIC´s and/or any Publisher´s website and/or create the impression that the Advertiser Material is in any way associated to Big Bang Ads, eGENTIC and/or any Publisher, without prior written permission from eGENTIC and/or Publisher. The definition of unwritten stated in this paragraph III.6 applies.
- The Advertising Material must refer to the Advertiser itself, respectively the Advertisers´ goods and services. It is strictly forbidden to use any content referring to a third person different to the Advertiser. Furthermore it is strictly forbidden to use Advertising Material that masks Advertiser´s true identity and/or that may mislead end-user in any way. No Advertising Material shall appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed in writing.
- The Advertiser will comply with all (i) obligations, requirements and restrictions under this Agreement, (ii) laws, rules and regulations as they relate to the business of the Advertiser and/or the Advertiser Material, and (iii) the terms, conditions, guidelines and policies of any third party services used by Advertiser in connection with the BigBangAds, including but not limited to, email providers, social networking services.
- With regard to the Advertising Material the Advertiser is not permitted to use any kind of advertising, whether directly or indirectly, connected with BigBangAds, eGENTIC and/or any Publisher. Furthermore it is not permitted to create the impression that any Advertising Material has been initiated by BigBangAds, eGENTIC and/or any Publisher or that BigBangAds, eGENTIC and/or any Publisher are in any way associated with the Advertising Material.
- The Advertiser accepts the obligation to pay to eGENTIC a contract penalty up to EUR 10.000,00 for each culpable offence against this provision II. The amount of the contractual penalty depends on the severity of the offense and is at the discretion of eGENTIC.
This regulation does not impair the right to assert a further claim to damage compensation.
- If a third party seeks to enforce a claim against eGENTIC and/or the Publisher due to any Advertising Campaigns including any Advertiser Material, and/or any offence against the provision II, the Advertiser shall indemnify eGENTIC and/or the Publisher against any and all claims that might arise and also assume responsibility for paying appropriate costs for legal defense.
- If a Publisher seeks to enforce a claim against eGENTIC due to any Advertising Campaigns including any Advertiser Material and/or any offence against the provision II by the Advertiser, the Advertiser shall indemnify eGENTIC against any and all claims that might arise and also assume responsibility for paying appropriate costs for legal defense.
IV. Obligations of eGENTIC
- eGENTIC operates BigBangAds and conducts its business with due care and diligence of a prudent and conscientious business man.
- eGENTIC shall provide the Advertising Campaigns as provided by the Advertiser itself. eGENTIC does not assess the advertisement provided by the Advertiser, including without limitation any legal assessment of the Advertising Material.
- In cases of any short-dated changes of the Advertising Material eGENTIC shall communicate those changes in BigBangAds as soon as possible and with undue delay.
- eGENTIC shall ensure that the Advertising Campaign is shown in a correct manner.
- eGENTIC will attempt to make BigBangAds available. In cases of any system failure of BigBangAds, eGENTIC attempts to restore the functionality of the system as far as possible. In case of any system failure and/or system interruption no enforceable right could be derived.
- eGENTIC does not guarantee the constantly availability of BigBangAds and all actions connected with this availability, including without limitation the availability of the Advertising Material, the Advertiser´s landing page and the accounting system. In exceptional cases it might happen that some transactions might not be counted and/or recorded. No right could be derived against eGENTIC due to such interruptions.
- Advertiser provides the Advertising Material for the Publisher and entitles the Publisher to use the Advertising Material during the time of the specific campaign. eGENTIC has no influence regarding the transmission of rights of use. Please see also point IX of this Agreement.
- eGENTIC shall handle billing, payment and tracking according to point V of this Agreement.
V. Billing, payment and tracking
- Billing and payment will be separated into four (4) different entities: European Union, Asia Pacific, North America, and South America. Each Advertiser will be allocated to one of these entities, from whom the respective billing and payment will ensue.In cases the Advertiser has not been acquired directly from one of eGENTICs´ employees and has registered itself independently in BigBangAds the Advertiser will be allocated to the respective accounting and billing entity according to the country schedule attached as Annex 2 to this Agreement.In cases the Advertiser has been acquired by an eGENTIC´s employee and has afterwards registered in the BigBangAds the Advertiser will be allocated to the accounting and billing entity the employee works for. That means the Advertiser´s allocation will be done by eGENTIC´s employee.Any offered Advertising Campaign includes a code consisting of (i) a shortcut for the country the advertisement shall be shown in (ii) a shortcut referring to an internal identifier of an Advertiser and (iii) a shortcut referring to the entity the Advertiser is allocated to for billing and payment purposes (hereinafter “Geo-Code”). For the avoidance of doubts: a Geo-Code may have the following shortcuts AU-EXT-EU which means that the advertisement shall be shown in the Australia, the Advertiser is an external one and the entity in the European Union shall be the allocated entity for billing and payment purposes. Possible shortcuts for the accounting/billing entity are: EU (European Union), AP (Asia Pacific), NA (North America) and SA (South America). The respective billing entity is visible through the Geo-Code. Furthermore the respective accounting and billing entity is visible in the IO according to point II. of this Agreement.The Advertiser will receive an invoice including performed Advertising Campaigns and detailed figures issued by the respective entity.
For the avoidance of doubt the company name of the billing entity will be listed hereinafter:
- EU (European Union): eGENTIC GmbH
- AP (Asia Pacific): eGENTIC Asia Pacific PTE LTD.
- NA (North America): eGENTIC North America Corp.
- SA (South America): eGENTIC Brasil Geração Mundial de Leads Ltda.
- The level of payment (hereinafter collectively “Commission”) depends on the specific action, behavior and/or business transaction agreed in the Campaigns Terms and/or the Advertising Campaigns, for example whether a payment shall be done in cases of generated leads and shall be paid on CPL basis. Advertiser has no right of refund for any costs and expenses in any way associated with the Advertising Campaign. A Commission has to be paid if (i) a specific action, behavior and/or business transaction – depending on the Campaign Terms and the IO – has come out attributable to Publisher´s promotional activity, (ii) the specific action, behavior and/or business transaction has been tracked and recorded by eGENTIC and has been validated according to point V.5,, , and (iii) no misuse and/or violation appears according to the conditions of this Agreement.
- Any Commissions has to be paid according to the regulations stated in the IO, e.g. monthly, bimonthly or weekly, depending also on the specific Advertising Campaign and the Campaign Terms if any. Any Commission has to be paid within the payment period stated in the corresponding invoice. If the Advertiser does not pay within the payment period stated in the invoice, he will be in default without any further reminder, which will result in default interest amounting to 9 % above the respective base interest rate. Any threshold may be agreed in the IO too.
- Publisher payment is dependent upon Advertiser provides such funds to eGENTIC. Therefore any Advertiser´s default may end in further payment claims asserted from both eGENTIC and the respective Publisher.
- For tracking the Parties will rely on the Advertiser´s numbers if eGENTIC has access to the Advertiser´s tracking system. If eGENTIC does not have access to the Advertiser´s tracking system, the Advertiser must report the generated data correctly to eGENTIC to the best of his knowledge and belief. If the Advertiser chooses payment on CPL- or CPO-basis, the amount of generated leads has to be reported to eGENTIC after the date of dispatch. All reports from the Advertiser have to be done latest within the first 10 days after the end of a calendar month. Otherwise all tracking and ensuing invoicing will be made by eGENTIC in its sole discretion.
Basically all tracked data sets have to be paid, as agreed in the IO.
In the event that the Advertiser disputes in good faith any portion of a credit advice, the Advertiser must submit that dispute to eGENTIC in writing and in sufficient detail within seventy-two (72) hours of the date stated in the invoice. If Advertiser does not dispute the accounting data as set forth in the invoice, Advertiser agrees that it irrevocably waives any claims based upon that accounting data. Furthermore in order to receive any Commission the specific action, behavior and/or business transaction must be validated. Such validation will be done by the Advertiser and the Advertiser has to provide a proper cancellation reason for each cancelled transaction.
In the event that the Advertiser criticizes the quality of the received data, he must notify eGENTIC in written within 14 days of receipt of the data. The notification must contain a detailed description of the lack of quality. Otherwise the complaint will not be accepted. If the Advertiser can prove a reduced quality, eGENTIC is entitled to charge at least 70 % of the tracked data.
- In addition to point III. of this Agreement any kind of misuse that means any dishonest and/or forbidden practices infringing applicable law, this Agreement, Campaign Terms and/or the honest principle of BigBangAds is strictly forbidden. This includes without limitation (i) any tracking manipulation, (ii) using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the generation of Commissions and/or (iii) exceeding Advertiser´s access to BigBangAds.
- In cases of misuse eGENTIC is entitled to an extraordinary termination without any notice period and with immediate effect.
- The Advertiser accepts the obligation to pay to eGENTIC a contract penalty up to EUR 10.000,00 for each culpable offence against this provision VI. The amount of the contractual penalty depends on the severity of the offense and is at the discretion of eGENTIC.
This regulation does not impair the right to assert a further claim to damage compensation.
- If a third party seeks to enforce a claim against eGENTIC and/or a Publisher due to any misuse and/or any offence against the provision V, the Advertiser shall indemnify eGENTIC and/or the Publisher against any and all claims that might arise and also assume responsibility for paying appropriate costs for legal defense.
- If a a Publisher seeks to enforce a claim against eGENTIC due to any misuse and/or any offence against the provision VI by the Advertiser the Advertiser shall indemnify eGENTIC against any and all claims that might arise and also assume responsibility for paying appropriate costs for legal defense.
VII. Blocking and deactivation
In cases of suspicion of any Advertiser´s offence against this Agreement eGENTIC at its sole direction is entitled to block and/or deactivate Advertiser´s account for the duration of any review or irrevocably with immediate effect. In such cases Advertiser will be informed without undue delay and the possibility of a Advertiser´s statement will be given.
Except as otherwise provided in this Agreement or with the consent of eGENTIC, Advertiser agree that all information, including without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning eGENTIC, BigBangAds and/or any Publisher shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Advertiser for any purpose other than Advertiser´s participation in BigBangAds, except and solely to the extent that any such information is generally known or available to the public through a source other than the Advertiser. Advertiser shall not use any information obtained from BigBangAds to develop, enhance or operate a service that competes with BigBangAds, or assist another party to do the same.
IX. Limited License and Intellectual Property
- eGENTIC grants to Advertiser a nonexclusive, nontransferable, revocable right to use and to access BigBangAds solely in accordance with the terms of this Agreement.
- Furthermore and hereby a respective nonexclusive, nontransferable and revocable right to use the Advertising Material for purposes of performing the Advertising Campaign is also granted by the Advertiser to the Publisher. Advertiser expressly agrees to granting such a license to the Publisher. Publisher is only entitled to use the Advertising Material to the extent necessary to perform its work and obligations under this Agreement.
- Advertiser may not alter, modify, manipulate or create derivative works of any Big Bang Ads graphics, creative, copy or other materials owned by, or licensed to, eGENTIC in any way.
- The licenses may be revoked at any time by giving the Advertiser notice. Except as expressly stated herein, nothing in this Agreement is intended to grant Advertiser any rights to any of eGENTICs´ trademarks, service marks, copyrights, patents or trade secrets. All rights not expressly granted in this Agreement are reserved by eGENTIC.
This Agreement shall commence on the date of eGENTIC´s approval of Advertiser´s application and shall continue thereafter until terminated as provided herein. Advertiser may terminate its participation by deregister at BigBangAds. Any concrete Advertising Campaign can be terminated with a notice period of seventy-two (72) hours in writing. The definition of written according to point III.6 applies. eGENTIC may terminate the Advertiser´s participation in one or more Advertising Campaigns and/or this Agreement at any time and for any reason which eGENTIC deems to be appropriate with or without prior notice to Advertiser. Upon termination of Advertiser´s participation in one or more Advertising Campaigns and/or this Agreement for any reason, Advertiser will immediately cease all use of and delete all Advertising Material and connected links, plus all Big Bang Ads and/or eGENTIC and/or Advertiser intellectual property, and will cease representing itself as a Big Bang Ads member.
XI. Data Protection
- eGENTIC collects, processes and uses personal data in compliance with the applicable data protection law.
- Where required eGENTIC is entitled to collect, store and use personal data in order to enable Advertisers access to BigBangAds and to perform the respective services.
- In particular eGENTIC collect, store and use those personal data indicated by the Advertiser during the participation process. Furthermore the data will be used in order to get in contact with the Advertiser. Any other processing and/or use of data only ensues according to an explicit consent of the Advertiser or in cases eGENTIC is entitled to do so according to statutory regulations.
- The Advertiser is entitled to allege its rights according to statutory data protection regulations, including without limitation to obtain information regarding the stored personal data.
- Advertiser ensures to collect, process and use personal data in compliance with the applicable data protection law.
- By accepting this Terms and Conditions, the Advertiser consents and allows the use of his and/or his company´s information, including sharing with a third party, to assess, detect, prevent or otherwise enable detection and prevent of malicious, invalid or unlawful activity and/or general fraud prevention.
In addition to any other rights and remedies available to eGENTIC under this Agreement eGENTIC reserves the right to initiate appropriate legal steps if (i) eGENTIC determines that Advertiser has violated this Agreement, including without limitation any violation of the Advertiser obligations according to point III. of this Agreement, any violation of any payment requirement according to point V of this Agreement and/or any violation of the misuse conditions stated in point VI of this Agreement, (ii) eGENTIC or a Publisher receives any complaints about Advertiser´s participation in BigBangAds which eGENTIC reasonably believes to violate this Agreement or (iii) any specific action, behavior and/or business transaction is later determined to have not met the requirements set forth in this Agreement. In the event of a material breach of this Agreement, eGENTIC reserves the right to disclose Advertiser´s identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Advertiser´s actions.
XIII. Representations and Warranties, Limitation of Liability
- The Parties guarantee that they are entitled to conclude this Agreement.
- IN NO EVENT SHALL EGENTIC BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF BIGBANGADS, ADVERTISING MATERIAL, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF EGENTIC.
- IN CASES OF ANY MATERIAL AND FINANCIAL DAMAGE CAUSED BY NEGLIGENCE EGENTIC`S LIABILITY AND THOSE OF ITS AGENTS IS LIMITED TO THE VIOLATION OF ESSENTIAL CONTRACTUAL OBLIGATIONS, HOWEVER, LIMITED TO THE REASONABLY FORESEEABLE DAMAGES TYPICALLY ASSOCIATED WITH THIS KIND OF CONTRACT AT THE TIME OF CONCLUSION OF THE CONTRACT. ESSENTIAL CONTRACTUAL OBLIGATIONS ARE OBLIGATIONS THE PERFORMANCE OF WHICH SHAPES THE CONTRACT AND IN WHICH THE PARTNER MAY REASONABLY TRUST. THIS LIMITATION OF LIABILITY ALSO APPLIES IN CASES OF INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGE INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES AND GOODWILL.
XIV. Indemnification and Penalty
- Besides any indemnification stated in this Agreement Advertiser hereby agrees to indemnify, defend and hold harmless eGENTIC and Advertiser 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 this Agreement, including any representation, warranty, covenant, restriction or obligation made by Advertiser herein, (ii) any misuse by Advertiser, or by a party under the reasonable control of Advertiser or by a party obtaining access of the Advertising Material, Advertiser Campaign or Big Bang Ads or eGENTIC and/or Advertiser intellectual property through Advertiser, or (iii) any claim related to the Advertising Campaign, including but not limited to the content contained in a campaign, such as Advertising Material and/or the Campaigns Terms.
- Besides any penalty stated in this Agreement Advertiser hereby accepts to pay to eGENTIC a contract penalty of EUR 5.000,00 for each culpable offence against this Agreement.
In addition to any notice permitted to be given under this Agreement, eGENTIC may modify any of the terms and conditions of this Agreement at any time by providing Advertiser with a notification by E-mail. The changes will become effective within ten (10) business days after such notice. If the modifications are unacceptable to Advertiser, Advertiser may terminate this Agreement within a ten (10) business day period. Advertiser´s continued participation in BigBangAds ten (10) business days after a change notice has been posted will constitute Advertiser´s acceptance of such change. In addition, eGENTIC may change, suspend or discontinue any aspect of Advertising Material or remove, alter, or modify any tags, text, graphic or banner ad in connection with Advertising Material. Advertiser agrees to promptly implement any request from eGENTIC to remove, alter or modify any link, graphic or banner ad that is being used by Advertiser as part of BigBangAds.
XVI. Independent Investigation
Advertiser acknowledges that Advertiser has read this Agreement and agrees to all its terms and conditions. Advertiser has independently evaluated the desirability of participating in BigBangAds and is not relying on any representation, guarantee or statement other than set forth in this Agreement.
XVII. Governing Law and Miscellaneous
- This Agreement is governed by the laws of Germany. Frankfurt am Main is the place of jurisdiction.
- Advertiser may not assign all or any part of this Agreement without eGENTIC’s prior written consent. The definition of written according to point III.6 applies. eGENTIC may assign this Agreement at any time with notice to Advertiser. Subject to that restriction, this Agreement will be binding on and enforceable against the Parties and their respective successors and assigns. eGENTIC´s failure to enforce Advertiser´s strict performance of any provision of this Agreement will not constitute a waiver of eGENTIC´s right to subsequently enforce such provision or any other provision of this Agreement. Advertiser shall be responsible for the payment of all attorney’s fees and expenses incurred by eGENTIC to enforce the terms of this Agreement.
- This Agreement contains the entire agreement between eGENTIC and Advertiser with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. The definition of written according to point III.6 applies.
- Advertiser agrees that eGENTIC shall not be subject to or bound by any Advertiser insertion order and/or online terms and conditions that amend and/or conflict with and/or supplement this Agreement, regardless of whether eGENTIC “clicks through” or otherwise indicates its acceptance thereof. Expressly any general terms and conditions of the Advertiser do not apply.
- Except as set forth in point XIV. of this Agreement, this Agreement may not be modified without the prior written consent of both Parties. The definition of written according to point III.6 applies.
- If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this 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.
- Each Party to this Agreement is an independent contractor in relation to the other Party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the Parties.