preloader

Terms & Conditions

Last modified 20h June 2022 (the “Effective Date”)

The terms and conditions set out below (“T&Cs”), together with any IO (as defined under Clause 14) and the terms in the attached, sets forth the agreement (all terms referred to as the “Agreement”) between the Operator (as identified in the relevant IO) and Unilead LTD, a company incorporated in Malta, with registration number C 101304 (“Unilead”), governing the provision of Unilead services covered under a specific IO.

Unilead and the Operator are hereinafter jointly also referred to as the “Parties” and each individually as a “Party”.

Introduction:

  1. “The Operator” (whether via the Operator itself or Operator’s Group Companies collectively) is the owner and/or operator of one or several online B2C gambling websites (or equivalent applications for mobile devices) which may be supplemented with additional websites/applications from time to time.
  2. Unilead is the owner of certain affiliate websites, referred to in the “Brands” section, which specialize in marketing and  leading users to other online B2C gambling websites (or equivalent applications for mobile devices).
  3. The Operator wishes  Unilead to promote the Operator’s services and lead users to the Website(s), and Unilead agrees to do so on and subject to the terms set out herein and to be specified in the IO.

1. Definitions and Interpretation

1.1. For the purpose of the T&Cs the following capitalized words and expressions have the following meanings:

“Account” means an account identified by a unique user name, that Unilead, directly or indirectly, holds with the Operator from time to time;

“Affiliate Link” means the link provided to Unilead by the Operator (or via the affiliate system), which enables the Operator to identify Unilead as an affiliate of the Operator Group or enables the Operator to identify a visitor to any of the Website(s) as having been directed there from a Unilead Controlled Source;

“Bonus Code” means any code established by the Operator and/or Unilead to assist them in recognising a visitor to any of the Website(s) as having been directed there by Unilead from a Unilead Controlled Source and as having special privileges with the Operator;

“Unilead Controlled Source” means any source from which Unilead generates visitors to the Website(s), including websites, email marketing, offline campaigns, paid search, banner display advertising, SEO, organic social, paid social and native advertising;

“Confidential Information” means any information of commercial or essential value for any of the Parties, whether communicated orally or in writing, including information concerning the other Party’s inventions, trade secrets, know-how, methods, processes, techniques, code, technologies, existing and potential customer and clients lists, financial information, strategic business plans, other technical, business, and operational information and the terms and conditions of any IO and / or relevant Operator’s T&C;

“Cookies” means that mechanism used by the Operator Group to store and retrieve information about, and identify, a visitor to the Website(s);

“Effective Termination Date” as defined in Clause 4.3;

“Fees” means the fees payable by the Operator to Unilead hereunder as calculated in accordance with the relevant IO and the provisions of Clause 4, including any flat fee, cost per acquisition (“CPA”), Revenue Share (as defined below) and/ or cancellation fee as the case may be altogether with the alternative wording of the aforementioned types of fees;

“Gross Revenue” means the value of the revenues generated by all Referred Players and Qualified Players across all Website(s), where in relation to:

  1. sportsbook or casino, the Gross Revenue would be equal to all bets less wins; and
  2. poker, the Gross Revenue would be the amount that is charged on each qualified pot in cash ring games and/or the fees charged to Referred Players or Qualified Players to compete in poker tournaments.

“Qualified Period” means the period of time, irrespective of the termination of these T&Cs, during which a Referred Player keeps a deposit with an Operator or is a registered user of, or otherwise active on, the Website(s);

“Intellectual Property Rights” means all intellectual property rights of any nature whatsoever throughout the world and for the full duration of any and all intellectual property protection afforded to the same including all: patents, registered trademarks, service marks, copyright, designs and any and all applications for registration of any of the same wheresoever made; unregistered trademarks, service marks, designs, design right and copyright; databases, know-how, trade secrets and Confidential Information howsoever arising; computer software; and any right or interest in any of the foregoing;

“Marketing Materials” means any marketing or creative materials that have been provided or otherwise made available to one Party by the other in connection with Unilead’ services to the Operator and/or these T&Cs from time to time;

“Marks” means each Party respective brands, logos, devices, trademarks, domain names, service names and/or trade names;

“Net Revenue” means, calculated on a monthly basis, the Gross Revenue less (i) gaming taxes and betting duties, and (ii) bonus pay-outs (but excluding bonuses retracted). For the avoidance of doubt, not any jackpot contribution, other taxes or any other costs or expenses of whatsoever nature will be deducted from the Net Revenue;

“Player Account” means a uniquely identifiable account or profile that enables a Referred Player, or a prospective Referred Player, to participate in any of the services offered via the Website(s) from time to time;

“Player” means a person who (i) has been introduced or referred to the Website(s) via any of the Unilead Controlled Sources; (ii) that has not previously held a Player Account; and (iii) registers with any member of the Operator Group by either:

  • using an Affiliate Link or Bonus Code;
  • using a Cookie provided by Unilead; and/or
  • registering through a landing page or page on the Website(s) as it may appear from time for which a URL link is provided to Unilead,
  • having a Player Account on Operator’s Website

“Revenue Share” means the fixed percentage of the Net Revenue or Gross Revenue generated by a Player and which is payable on a monthly basis by the Operator to Unilead in accordance with the terms of the T&Cs and the relevant IO and / or relevant Operator’s T&C. 

“Term” as defined in Clause 9.1;

“Tracker” means any method used by the Operator to positively identify a person as having been introduced or referred to a Website by, or otherwise tracked to, Unilead whether or not such person is or becomes a Player; and

“Website(s)” means the website (or equivalent applications for mobile devices) to which the Players are to be led to by UniLead which may be supplemented with additional websites/applications from time to time owned or operated by the Operator, as specifically contemplated in the IO.

1.2. In these T&Cs any references, express or implied, to statutes or provisions are references to those statutes or provisions as amended or re-enacted from time to time. References to Clauses are to clauses in these T&Cs. The terms include and including shall be construed as illustrative, without limiting the sense or scope of the words preceding them. A reference to in writing or written includes faxes and email. References to a person include natural persons, companies, partnerships and any other organisations (whether or not in each case having a separate legal personality). The singular includes the plural and vice versa.

1.3. Please note that the Website is not intended for use by visitors under 18 years and those persons who self-excluded.

1.4. The Website Users declare that they are above the age of 18 and have the legal capacity to enter into agreements and take decisions on the use of games and gaming sites, which may display the forms of advertisement.

2. Other Terms

2.1. These T&Cs as may be amended from time to time in accordance with this Clause 2.2, are a binding agreement and regulate the relationship between the Parties. The Parties acknowledge and agree hereby that the terms and conditions set out in these T&Cs constitute the entire agreement between the Parties and that any and all conflicting or contradictory terms, conditions, negotiations, statements and agreements in any form whatsoever (including, but not limited to, any affiliate programme terms, terms and conditions for affiliate services or similar terms made available by the Operator Group on an URL link, click-wrap or browse-wrap agreements, electronic service agreements contained in a scroll box (whether or not with a click box or sign up and/or accept button) and any other act, usage, or custom of any nature whatsoever) between the Parties will not be deemed to amend or modify the Agreement. Unless otherwise agreed by the Parties, it is expressly agreed between the Parties that the Agreement supersedes and extinguishes the terms of all and any contracts, in any form whatsoever, entered into between Unilead and the Operator, and the terms included in any such contracts, Operator’s policy, affiliate program, etc. will not (i) apply to any of the services performed by Unilead, nor (ii) in any way modify, revise, supplement, or otherwise affect the terms and conditions of the T&Cs.

2.2. By entering into an IO the Operator agrees to be bound by the most recent version of the T&Cs (and, where applicable, the attached appendices A and B), which may be amended by Unilead from time to time by making updated versions available on https://www.unilead.co/. The Operator is responsible to ensure that it is familiar with the most recent version of the T&Cs and that it checks the T&Cs regularly. The continuation of any IO after the publication of any updated version of these T&Cs shall constitute the Operator’s express acceptance to be bound by such updated T&Cs. In the event the Operator does not agree with the updated T&Cs, the Agreement may be terminated by the Operator in accordance with the provisions set out under Clause 9 of the T&Cs.

3. Rights and Obligations of the Parties

3.1. Throughout the Term, Unilead may refer or introduce persons (or procure the referral or introduction of persons) to the Website(s), in consideration for which the Operator shall pay Unilead the Fees.

3.2. Throughout the Term and for an indefinite period thereafter the Operator shall track any person introduced or referred to a Website by Unilead whether or not such person becomes a Player and, further, undertakes to use all reasonable endeavors to ensure that, at all material times, any persons who should be tracked pursuant to the Agreement is and remains properly tracked on all Website(s).

3.3. The Operator is not permitted to remove any Player from a Tracker or to otherwise alter or in any way change the Tracker assigned to any given person without Unilead’s prior written consent (not to be unreasonably withheld or delayed).

3.4. The Operator will not interfere with Players in any way that lowers the Fees due to Unilead or otherwise take any steps to artificially depress the Fees due to Unilead.

3.5. If any person introduced or referred to a Website is moved, transferred, required to create a new player account with or via, or otherwise migrated to any alternative website or equivalent mobile application (“Alternative Website”), irrespective of whether such Alternative Website is, in whole or in part, beneficially owned and/or operated by the Operator, the Operator hereby undertakes that it shall procure that those persons are and remain adequately tracked, to Unilead’ sole satisfaction, on the Alternative Website and the Operator shall continue to pay, or procure payment of, the Fees in respect of any such persons in full as would otherwise have been payable by the Operator to Unilead had no migration event or similar occurred.

3.6. If the Operator receives a warning or a notification from any governmental body in relation to noncompliance, the Operator shall immediately notify Unilead of such warning or notification.

4. Fees and Payment

4.1. In consideration for Unilead referring (or procuring the referral of) persons to the Website(s), the Operator shall pay Unilead the Fees in accordance with the terms of the relevant IO and these T&Cs.

4.2. The Operator agrees that it shall not at any time vary the calculation of the Fees as set out in the relevant IO without the written consent of Unilead.

4.3. The Operator agrees that, notwithstanding any termination of Unilead’ services (the date of any such

termination taking effect being the “Effective Termination Date“), the Fees payable to Unilead in respect of all Players referred by Unilead before the Effective Termination Date; and

4.4. Unilead may elect (at its absolute discretion) by notice in writing to the Operator not to receive any Fees in connection with Players registered as resident in certain countries and/or regions within countries. In the event of the provision of such notice to the Operator, the Operator undertakes to comply with its terms.

4.5. The Operator shall pay Unilead in satisfaction of any invoice it receives from Unilead within thirty (30) days of the date of that invoice (“Due Date”).

4.6. The Operator shall make all payments to Unilead in full via bank wire transfer to the bank account designated by Unilead from time to time by an authorized representative of Unilead. All payments shall be free and clear of any set off or other deduction unless expressly agreed hereunder.

4.7. The acceptance by Unilead of a part payment of any sums required to be paid under the Agreement shall not constitute a waiver or release of the right of Unilead to payment in full of such sums.

4.8. All Accounts shall be treated separate, and no negative carry-over shall apply. Without prejudice to any other action permitted by applicable law, if the Operator fails to pay any sums owed to Unilead by the Due Date, Unilead shall be entitled to charge interest on the overdue amount at the rate of 4 per cent over the then current interest rate as established by the European Central Bank, which shall be charged from the day following the date on which the outstanding amount(s) fell due for payment up to the date of actual payment.

5. Reporting and Audit

5.1. Unilead shall, throughout the Term and for an indefinite period thereafter, as/if applicable, have the right to request from the Operator (and the Operator shall promptly upon such request deliver to Unilead) a report or reports in such format and frequency as Unilead may reasonably request, which shall contain all information necessary to enable Unilead to verify the accuracy of the payments received from the Operator under the Agreement, including the following information as it relates to the relevant period:

  1. user identification / account name of Player received by the Operator during the relevant period, including Tracker identification and date of registration;
  2. the Unilead Controlled Source that referred the Player to the Operator;
  3. the date the relevant referral was made; and
  4. details of amounts deposited and revenue per player, broken down by individual products/offerings.

5.2. No more than twice in any calendar year, Unilead may appoint an independent accountant to examine and audit the books and records kept by the Operator to verify compliance of the Operator with its payment obligations hereunder. The Operator shall be entitled to anonymize such player personal data as may be necessary in order to comply with its privacy obligations.

5.3. If the independent accountant determines that any amount paid pursuant to the Agreement should be adjusted, the Parties acknowledge and agree that such determination shall be final and binding between them and the Operator will make the adjustment payment within five (5) business days of such determination. In addition to such adjustment payment, the Operator shall pay to Unilead interest on the adjustment amount, from the Due Date up to the date of actual payment, at the rate of 4 % over the then current interest rate as established by the European Central Bank.

5.4. Any inspection or audit in accordance with this Clause 5 shall be at Unilead’s expense unless the inspection reveals a discrepancy in excess of 3 % of sums due in which case the Operator shall reimburse Unilead for the costs of any such audit.

6. Warranties

6.1. Each Party represents and warrants to the other that:

  1. it is duly authorised to sign and execute any IO and accepting these T&Cs;
  2. it acts as agent for itself and all of its Group Companies and that it has the requisite rights, powers and authority to do so;
  3. it has and will retain throughout the Term all right, title and authority to enter into any IO and accept these T&Cs, to grant to the other Party the rights and licenses granted in these T&Cs and to perform all of its obligations under any IO and these T&Cs; and
  4. it has obtained and will maintain in force all necessary registrations, authorizations, consents and licenses to enable it to fulfil its obligations under any IO and these T&Cs and that it fully complies with all applicable laws and regulations.

6.2. Each Party agrees to (i) perform any further act/s and execute and deliver any further document(s) which may be reasonably required to carry out the provisions of any IO and/or these T&Cs; and (ii) at all times act in good faith so as to preserve for the other Party the benefits intended under any IO and these T&Cs.

7. Liability

7.1. To the maximum extent set out by applicable law, Unilead’s aggregate liability in respect of any damage, loss, cost, claim or expense (including, without limitation, legal and other professional fees and disbursements) (“Loss”) caused or contributed to by Unilead, and/or its respective personnel shall not exceed the amount of Fees paid by the Operator to Unilead in respect of the relevant IO in the six months period preceding the event giving rise to the Loss, whether such liability arises in contract, tort (including negligence), breach of statutory duty or otherwise.

7.2. Unilead shall not be liable to the Operator or any other person for any indirect, special, incidental or consequential Loss, or for any loss or depletion of profits, business or goodwill or similar loss, howsoever arising, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, whether or not the likelihood of such loss was contemplated. 

7.3. The Parties have agreed that the Marketing Materials and Content provided by the Operator shall comply with the requirements of the applicable advertising-related laws and requirements of the jurisdiction where the Websites of the Operator shall be available to users)

7.4. The Operator controls the Content advertised, and runs its business and will perform its obligations under this Agreement in accordance with all relevant standards and applicable laws, regulations and mandatory codes of conduct and has obtained all necessary authorizations or licenses in respect of the Content and/or Advertisement. 

7.5. The Operator confirms that no Advertisement or Content contains, or contains links to, any material that:

  • infringes any third party’s rights including without limitation copyrights, patents, trade or service marks, image rights, rights of publicity or privacy rights;
  • is illegal or constitutes consumer fraud (including without limitation being false or misleading), Content liability, tort, breach of contract, injury, damage, or harm or any kind to any person or entity;
  • is threatening, violent, abusive, hateful or defamatory towards any person.

7.6. The Operator is solely responsible for provision UniLead with the list of countries which citizens shall not be referenced and/or introduced by UniLead to the Website(s) (“Restricted Territories”)

7.7. Under no circumstances UniLead is liable for referring or introducing persons to the Operator’s Website(s) from Restricted Territories in case UniLead has not received any information about Restricted Territories from Operator. If UniLead is fined by the regulatory body of the respective Restricted Territory which citizens were introduced or referenced by UniLead to the Website(s), the Operator undertakes to compensate UniLead in full documented losses, costs, expenses, and penalties paid by UniLead thereof.

8. Intellectual Property Rights

8.1. The Operator hereby grants to Unilead (for itself and each member of the Unilead and their respective personnel and independent contractors) for the Term a non-exclusive, irrevocable license to use the Operator Marks and Marketing Materials for the purpose of fulfilling its obligations under the Agreement.

8.2. The Operator represents and warrants that the use by Unilead of the Operator’s Marks and Marketing Materials as permitted hereunder shall not infringe any intellectual property and/or other rights of any third party.

8.3. Unilead is and shall remain the owner of all Intellectual Property Rights in any Marketing Materials which it creates or provides to the Operator, except only to the extent that such Marketing Materials contain the Operator’s Marks or Marketing Materials.

9. Term and Termination

9.1. These T&Cs  shall apply to any IO entered into between the Parties from the Effective Date, and shall continue indefinitely and in full force until such time as it is terminated in accordance with the provisions set out herein (the “Term“).

9.2. The Agreement may be terminated by either Party at any time, by providing two (2) weeks’ written notice to the other Party in accordance with the notice requirements set out in Clause 10.

9.3. Each Party shall be entitled to immediately terminate the Agreement with immediate effect by written notice:

  1. if the other Party is in material breach of any term, condition or provision of the Agreement and does not remedy such breach within seven (7) days of being required by written notice to do so;
  2. if the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts or ceases to or threatens to cease to carry on its business or a substantial part of its business;
  3. if the Operator does not hold any necessary gambling license for any of the Website(s);
  4. if the Operator fails to pay any invoice within thirty (30) days of the relevant Due Date; or
  5. if the other Party becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors, or is any of its assets are the subject of any form of seizure, or goes into liquidation, either voluntary (other than for solvent reconstruction or amalgamation) or compulsory, or if the receiver or administrator is appointed over its assets.

9.4. These T&Cs shall continue to apply notwithstanding any termination of an IO.

9.5. Termination of these T&Cs and/or the relevant IO shall be without prejudice to the Operator’s obligation to (a) make payment to Unilead of any amounts accrued up to the date of such termination; or (b) to pay the Fees throughout the Qualified Period as specified in Clause 4.3.

9.6. Unilead will have the right to terminate the Agreement immediately upon written notice to the Operator in the event it reasonably determines upon consultation with its counsel that: (i) any changes in the law, government regulation, or other governmental acts, make it impossible, illegal, or otherwise materially affect Unilead’s ability to continue providing the services and/or engaging in the Agreement; (ii) the Operator or any of its officers, directors, employees, agents, designees, or representatives is or might be engaged in, or about to be engaged in, any activity, or is or has been involved in, any relationship which does or could jeopardize Unilead’s businesses or licenses that it holds or will be obtaining; (iii) the existence of the Agreement jeopardizes or may jeopardize Unilead’s businesses or licenses; or (iv) any of Unilead’s licenses are threatened to be, or are denied, curtailed, suspended, or revoked as a result of Unilead’s relationship with the Operator under the Agreement. In addition, Unilead shall have the right to terminate the Agreement immediately upon written notice to the Operator in the event the Operator fails to comply with or meet any requirements as listed in Clauses 3.6 and/or 6.

9.7. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after the termination of the Agreement, shall remain in full force and effect.

9.8. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry

10. Notices

10.1. All notices or other communications required or permitted by the Agreement will be in writing and will be sufficiently given if delivered as follows:

If to Unilead:

To the  contact details the Operator has received in the course of communication with  Unilead and/or as foreseen in a written agreement between the Parties, or such other as indicated by Unilead.

If to the Operator:

To the contact details Unilead has received in the course of communication with the Operator and/or as foreseen in a written agreement between the Parties, or such other as indicated by Unilead.

10.2. Any such emailed notices or communications will be deemed to have been effective upon the date of sending them.

10.3. Any email address and/ or contact details set forth or referred to in this Clause may be changed by written notice of such change provided as contemplated in this Clause.

11. Confidentiality

11.1. Each Party undertakes that it will not at any time disclose or permit the disclosure of any Confidential Information, except:

  1. to the extent strictly required by applicable law or stock exchange rules or by any competent authority but in that case, to the extent permitted by applicable law and/or stock exchange rules, only after consultation with the other Party about the timing and content of such disclosure;
  2. to its professional advisers subject to a duty of confidentiality and only to the extent necessary for any lawful purpose; and
  3. to the extent that such Confidential Information is or comes into in the public domain other than as a result of the breach of the Agreement.

11.2. The provisions of this Clause 11 shall survive the termination of these T&Cs, howsoever occurring.

12. Applicable Law and Jurisdiction

12.1. The Agreement shall be governed by and construed in accordance with the laws of Malta.

12.2. In the event of any dispute, controversy or claim arising out of or relating to the Agreement, or the

breach, interpretation, termination, or validity thereof, the Parties agree to refer such dispute, controversy or claim to arbitration. The arbitration shall take place under the Rules of Arbitration as established under the Malta Arbitration Act (Cap 387 of the Laws of Malta), as in force at the time the dispute is referred to it. The place of arbitration shall be in Malta. There shall be one arbitrator jointly appointed by both Parties or in default of agreement on the arbitrator there shall be three arbitrators appointed in accordance with the said Rules. The arbitration shall be held according to the laws of Malta both insofar as matters of procedure as well as in relation to substantive matters. The language to be used in the arbitral proceedings shall be the English language. The Parties agree that the award of the arbitrators shall be the sole and exclusive remedy between them regarding any claims, counterclaims or other issues arising out of the Agreement, and the award shall be final and binding.

13. Data Protection

13.1. The Parties acknowledge that during the performance of the Agreement they may process personal data relating to the other Party’s employees, consultants or other individuals that work for such a Party or its affiliates, their customers or contacts at customers, suppliers and other commercial partners. The Parties must keep personal data confidential and not use or disclose it other than as necessary and appropriate for the proper performance of the Agreement or to pursue a legitimate interest.

13.2. The Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”), together with any applicable local data protection laws, as applicable from time to time, apply to the processing of both Parties’ personal data in connection with the Agreement.

13.3. Unilead’s privacy policy can be found on Unilead’s website.

13.4. The Parties acknowledge and agree to enter into a data processing agreement if a Party reasonably deems this suitable in relation to the performance of its obligations under the relevant IO or these T&Cs.

14. Insertion Orders

14.1. The Parties may from time to time agree on insertion orders which set out the commercial terms agreed between them (each an “IO”). All IOs agreed between Unilead and the Operator shall be governed by these T&Cs, if otherwise not agreed. In case of any discrepancies between these T&Cs and the IO, the later shall prevail.

15. Miscellaneous

15.1. The Operator shall remain the sole Party responsible for the content of the Website(s) and for the conduct of its business in general. Unilead acts purely as an intermediary in the acquisition of persons as customers of the Website(s). The Parties are independent contractors. No partnership or joint venture is intended to be created by the Agreement, nor any principal-agent or employer-employee relationship. Neither Party has, nor shall attempt to assert, the authority to make commitments for or to bind the other Party in any manner whatsoever.

15.2. No consent by a Party to, nor waiver of, a breach by the other, whether express or implied, shall constitute a consent to or waiver of or excuse for any other different or subsequent breach, unless such waiver or consent is in writing and signed by the Party claimed to have waived or consented. Except as otherwise provided herein, no term or provision hereof shall be deemed waived and no breach excused, unless a written notice has been given to that effect.

15.3. The Agreement may only be relied on by the Parties (namely the Operator and Unilead) and no other person will have any right to enforce any of their terms or provisions.

15.4. The Agreement shall be binding upon the Parties and each of their respective successors and permitted assigns and transferees.

15.5. Neither Party to the Agreement shall be entitled, without the prior written consent of the other, to assign, novate or otherwise transfer all or any of its rights or obligations under these T&Cs or the IO. Notwithstanding the foregoing, Unilead may assign novate or otherwise transfer the Agreement and/or any of its rights, duties and/or obligations to any company within the Unilead and may use independent contractors to assist with Unilead’ services to the Operator.

15.6. A Party shall not be liable for any failure to perform its obligations under the Agreement if that failure is beyond the reasonable control of that Party including as a direct result of force majeure.

15.7. If a provision of the Agreement is held by any court, tribunal or administrative body of competent jurisdiction to be invalid, illegal, not binding, or unenforceable (either in whole or in part), the other provisions of this Agreement will remain in full force and effect. The invalid, illegal, not binding or unenforceable provision (or part provision) will be deemed to apply with the minimum changes necessary, taking into account the substance and purpose of the Agreement, for such provision to be valid, legal, binding and enforceable and to achieve the intended economic effect of the original provision (or part provision) to the fullest extent possible.