now, therefore, for good and valuable consideration, the Parties here to agree as follows:
You will receive thirty four percent (34%) of the Gross Proceeds associated with Your club pursuant to the Payments section of this Agreement (“Benefit Proceeds”). “Gross Proceeds” means the aggregate proceeds (given the meaning in s254(1) Gambling Act 2005) collected in connection with each Lottery conducted using the Platform.
Each Party shall have full and sole responsibility for the acts and omissions of its employees, representatives, volunteers and subcontractors, and for all matters relating to their conditions of employment or retention. The Parties are, and will at all times be deemed to be, independent contractors with respect to the subject matter of this Agreement. Neither this Agreement, nor any terms and conditions contained herein, may be construed as creating or constituting a partnership, joint venture, employment, agency, fiduciary, or other similar relationship between the parties except for the Appointment. Save where expressly stated (in respect of any group companies of the Lottery Suppliers) this Agreement is not intended to and shall confer any rights on third parties. The construction, validity and performance of this Agreement shall be governed by English law and the Affiliate submits to the exclusive jurisdiction of the English courts. This Agreement may not be assigned by You without prior written approval from the Lottery Suppliers. Any unauthorized assignment shall be null and void. The remedies provided in this Agreement shall be cumulative, and the assertion by any Party of any right or remedy shall not preclude the assertion by such Party of any other rights or the seeking of any other remedies. This Agreement represents the entire agreement between MCG, BDS and You with respect to the subject matter hereof, and supersedes any prior or contemporaneous arrangement, understanding, negotiations, or agreement with respect thereto. The failure of any Party to enforce any of the provisions of this Agreement or the waiver thereof in any instance shall not be construed as a general waiver or relinquishment on its part of such provision or any other provision, but the same shall nevertheless be and remain in full force and effect. The invalidity or unenforceability of any provision of this Agreement shall in no manner affect the validity or enforceability of any other provision hereof, unless the removal of that provision results in a material change to this Agreement. In such a case, the Parties will negotiate in good faith to agree upon a replacement provision. If the parties are unable to agree upon such a replacement provision within a reasonable period of time, any Party may terminate this Agreement on written notice to the other Parties. In addition to those responsibilities that accrue during the term of the Agreement, Sections 3(e)(ii), 3(g), 5, 6, 7, 8, 9, 10, and 11 shall survive any termination or expiration of this Agreement as shall any other sections, or portions of sections, as applicable, that are expressly described as surviving, or applying after termination or expiration of this Agreement. The Section and paragraph headings used herein are intended to be descriptive only and shall have no effect on the meaning or interpretation of the provisions of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be an original. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by electronic mail to the addresses set forth as follows: BDS (Tony Warwick/ firstname.lastname@example.org); MCG (Michael Whyke/ email@example.com); You (address provided upon registration with the MCG Platform). Notices shall be deemed given when sent.