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Please read the Virginia Lottery (“Lottery”) Online Lottery Affiliate Program’s Terms and Conditions (“Terms and Conditions”) carefully before applying to become an Affiliate, as they set forth the Lottery’s and Your legal rights and obligations in relation to the Virginia Lottery Online Lottery Affiliate Program (“Affiliate Program”). You will be asked to agree to these Terms and Conditions before becoming an Affiliate.
If you have any questions or comments about the Affiliate Program, please contact the Affiliate Program Manager at Affiliates@valottery.com.
1. Definitions
In the Agreement:
“Acceptance Email” means an email sent by the Lottery to an Affiliate applicant confirming that the applicant has been accepted into the Affiliate Program.
“Affiliate” means the person (natural or legal) specified as the applicant for the Affiliate Program on the Registration Form and which has been approved for participation in the Affiliate Program.
“Affiliate-Acquired Customer” means a Registered Player who uses the Affiliate’s Link to make a qualifying minimum required deposit (subject to paragraph 4(c) below). The individual is considered an Affiliate-Acquired Customer for a period of five (5) years or sixty (60) months from the date of making the minimum required deposit.
“Affiliate Property” means the physical location owned or operated by the Affiliate, and as identified on the Registration Form, in which the Affiliate will display Lottery-approved Marketing Materials.
“Affiliate Website” means the website or websites owned and operated by the Affiliate and specified on the Registration Form.
“Affiliate Program” means the Virginia Lottery Online Lottery Affiliate Program for promoting the Virginia Lottery Online Lottery Website and Lottery products.
“Affiliate Program Manager” means the designated contact personnel for the Lottery regarding the Affiliate Program.
“Affiliate Program Service Provider” refers to the vendor that provides consultation, support and related services the Virginia Lottery’s Affiliate Program.
“Agreement” means the written agreement setting forth the Affiliate’s rights and responsibilities related to its participation in the Affiliate Program. The Agreement consists of the Registration Form, the Acceptance Email, and these Terms and Conditions, which may be amended from time to time. The Agreement also includes emails from the Lottery to the Affiliate specifically amending these Terms and Conditions.
“Effective Date” means the date the Agreement comes into force as specified by the date of the Acceptance Email.
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software infections or attacks, power failures, industrial disputes affecting any third party, changes to the law, pandemics or diseases, measures of any governmental authority, disasters, explosions, fires, floods, riots, terrorist attacks and wars.
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights and the “intellectual property rights” referred to above including copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs.
“Link” means a hyperlink specific to the Affiliate, whether embedded in text or an image or otherwise, to the Virginia Lottery Online Lottery Website in the form, of the design and in a position on the Affiliate Website as approved by the Lottery.
“Lottery Account” means the Virginia Lottery Online Lottery player account through which a Player’s age and identity verification takes place.
“Marketing Materials” means those pamphlets, flyers, advertising, etc., as approved and provided by the Lottery for placement at the Affiliate Property and which will contain a Promotional Code associated with a specific Affiliate.
“Net Gaming Revenue” means one of the following depending on the type of wager placed by the Affiliate-Acquired Customer:
For Online Instant Games, as defined by Director’s Order Number Eighty-Seven (2020), the Lottery’s regulations and rules, Net Gaming Revenue shall be defined as the total amount wagered by an Affiliate-Acquired Customer who first accesses and wagers at the Virginia Lottery Online Lottery Website through the Affiliate Link, less total amount won in the period after the deduction of bonus money, promotional costs and administrative costs.
For Online Draw-Based Games (DBGs), as defined by the Lottery’s regulations and rules, Net Gaming Revenue shall be defined as the total amount wagered by an Affiliate-Acquired Customer on DBGs who first accesses and wagers at the Virginia Lottery Online Lottery Website through the Affiliate Link, less the theoretical payout percentage for the DBG purchased by the Affiliate-Acquired Customer after the deduction of bonus money, promotional costs and administrative costs.
“Operator” refers to vendor that operates and maintains the Virginia Lottery Online Lottery system.
“Payments” means compensation due to the Affiliate under the terms of this Agreement.
“Payment Criteria” means the initial minimum deposit and minimum wager requirements as set forth in the Cost Per Acquisition compensation model and the Hybrid compensation models described herein.
“Payment Trigger” means wagers placed by an Affiliate-Acquired Customer on the Virginia Lottery Online Lottery Website. Initial deposit and wager requirements under the cost per acquisition compensation model are specifically excluded from this definition.
“Prohibited Materials” means content, works or other materials that the Lottery determines, in its sole discretion, constitutes:
· Material that is indecent, obscene, pornographic or lewd;
· Material that breaches any applicable laws, regulations or Virginia Lottery policies;
· Material that infringes any third-party intellectual property rights or other rights;
· Material that is offensive or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user;
· Computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software;
· Spam, unsolicited email and/or unsolicited communications;
· Material that promotes violence, discrimination, or illegal activities;
· Material that the Virginia Lottery finds, in its sole discretion, to be objectionable;
· Material that violates the Virginia Lottery’s Advertising Style Guide; and/or
· Material that targets individuals under the age of 18.
“Promotional Code” means a code issued by the Lottery that is specific to the Affiliate which may be issued in print or via a link. A Customer becomes an Affiliate-Acquired Customer at the time of making the minimum required deposit using the Affiliate’s promotional code or link and making a wager of ten dollars ($10.00) or more.
“Registered Player” or “Customer” means an eligible person who successfully establishes a Lottery Account through the Virginia Lottery Online Lottery Website, has accepted the applicable terms and conditions and has completed the registration process by successfully passing all age and identity verification processes.
“Registration Form” means an electronic form on the Virginia Lottery Online Lottery Website enabling users to apply to become Affiliates.
“Retailer” means a person who has applied for and been approved for licensure by the Virginia Lottery as a lottery sales agent under Virginia Lottery Laws (Chapter 40 (§58.1-4009 and §58.1-4010) of Title 58.1 of the Code of Virginia.
“Skrill” means the payment processor between the Affiliates and the Operator/Affiliate Program Service Provider.
“Term” means the term of the Agreement.
“Virginia Lottery Online Lottery Website” or “Website” means the website accessible via the URL www.valottery.com.
2. Application and Agreement
a. In order to apply to become an Affiliate, the applicant must complete and submit the Registration Form and accept these Terms and Conditions during the registration process.
b. If the applicant makes any input errors during the registration process, all errors must be identified and corrected by the applicant before the Registration Form is completed.
c. An Agreement is not established unless and until the applicant receives an Acceptance Email from the Lottery confirming the applicant’s ability to participate in the Affiliate Program.
d. The Agreement will continue in force indefinitely, unless and until terminated pursuant to these Terms and Conditions, as amended from time to time, or by operation of law.
e. The following individuals are prohibited from applying for and/or becoming an Affiliate:
· A Virginia Lottery Board member;
· An officer or employee of the Lottery;
· A member of the same household as a Virginia Lottery Board member or an officer or employee of the Lottery;
· An officer or employee of a contractor or subcontractor who is directly involved in the operation of Lottery or the provision of Lottery-related services;
· A business or other legal entity which is owned by an officer or employee of the Lottery, or a contractor or subcontractor who is directly involved in the operation of Lottery or the provision of Lottery-related services;
· A business or other legal entity which is owned by a spouse, child, brother, sister or parent residing as a member of the same household as an officer or employee of the Lottery, or a contractor or subcontractor who is directly involved in the operation of Lottery or the provision of Lottery related services; or
· An individual under the age of 18.
f. An applicant is required to cooperate with the Lottery and provide information and documentation as requested for purposes of verifying the information provided during the registration process or, if approved as an Affiliate, for purposes of ensuring compliance with the Affiliate Program.
g. Participation in the Affiliate Program is at the Lottery’s discretion. An application may be denied for any reason and the Lottery is not required to provide the applicant the reasons for which it was denied participation in the Affiliate Program.
h. If information required and supplied during the registration process subsequently changes during the Term, the Affiliate is required to provide the Lottery with updated information within fifteen (15) calendar days of the changes. The Lottery has the right to terminate this agreement with the Affiliate based on the changes.
i. Non-US Affiliates will be required to complete an IRS Form W-8BEN-E upon registration.
3. Compensation Model
Cost Per Action (“CPA”)
· $50 CPA
· Player Requirements: $10 minimum deposit and $10 minimum in plays (wager)
4. Affiliate Program
a. If the Affiliate has agreed to place the Link on the Affiliate Website, the Affiliate will within seven (7) calendar days following the Effective Date include one or more Links on the Affiliate Website and will maintain those Links on the Affiliate Website during the Term. Removal of those Links may lead to a suspension or termination of the Affiliate’s Agreement under paragraph 12.
b. The Lottery may at any time during the Term request amendments to the Links and/or the Affiliate Website, for the purpose of ensuring consistency and quality in the use of the intellectual property and branding of the Lottery and third parties. The Affiliate will make such amendments within three (3) calendar days of the request. The Affiliate is required to make these amendments at the Affiliate’s sole cost and expense. Failure to make such amendments may lead to suspension or termination of the Affiliate’s Agreement under paragraph 12.
c. An Affiliate-Acquired Customer may not be associated with more than one Affiliate. As a result, the Affiliate will only receive a Payment where the Registered Player has not already accessed the Website and become an Affiliate-Acquired Customer using another Affiliate’s Link. The Lottery reserves the right to adjust compensation due under this Agreement to the Affiliate if the Operator and/or the Lottery determine that one or more Affiliate-Acquired Customer(s) are associated with more than one Affiliate.
d. If the Affiliate has agreed to display Lottery Marketing Materials at the Affiliate Property, the Affiliate will, within fourteen (14) calendar days following the Effective Date, unless otherwise agreed to by the Lottery, display the Virginia Lottery Marketing Materials at the Affiliate Property. Removal of Marketing Materials may lead to a suspension or termination of the Affiliate’s Agreement under paragraph 12.
e. The Lottery may at any time request updates to the Marketing Materials at the Affiliate Property. The Lottery will provide the Marketing Materials that are required to be displayed. Any changes to the Affiliate Property to accommodate the Marketing Materials or updates thereto shall be at the sole expense of the Affiliate.
f. An Affiliate is not entitled to compensation solely based on an individual becoming a Registered Player using the Link or Promotional Code. The Affiliate is only entitled to compensation where the Registered Player becomes an Affiliate-Acquired Customer using the Link or Promotional Code and makes the minimum required deposit and wager.
5. Affiliate Obligations
a. The Affiliate must:
i. Cooperate as is required by the Lottery in connection with the Affiliate Program;
ii. Provide all information and documents required by the Lottery in connection with the Affiliate Program;
iii. Ensure all marketing of, or relating to, the Affiliate Website or Affiliate Property is in accordance with applicable law, any applicable standards as set forth by the Lottery and generally accepted industry practices;
iv. Ensure that all marketing and promotion of valottery.com is consistent with the Advertising Style Guide and these Terms and Conditions; and
v. Make amendments to the Link, the Lottery promotional materials and/or other Lottery intellectual property within three (3) calendar days of the request to make such an amendment.
b. If during the registration process, the Affiliate agreed to place a Link on the Affiliate Website, the Affiliate specifically agrees to:
i. Keep the Affiliate Website up-to-date and in good working order; and
ii. Ensure that the quality of design, content and functionality on the Affiliate Website does not materially deteriorate during the Term and always maintains consistency with the Advertising Style Guide and these Terms and Conditions, including any changes or amendments thereto.
c. If during the registration process, the Affiliate agreed to place Marketing Materials at the Affiliate Property, the Affiliate specifically agrees to:
i. Replace the Marketing Materials at the request of the Lottery, as may be requested at any time; and
ii. Ensure the availability of the Marketing Materials at the Affiliate Property.
d. The Affiliate must not:
i. Include any Prohibited Materials on the Affiliate Website, or include any hyperlink to any Prohibited Materials on the Affiliate Website;
ii. Market the Affiliate Website using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasite ware, adware or similar software, or using any other deceptive methods;
iii. Increase or seek to increase the number of Affiliate-Acquired Customers or Payment Trigger events using any fraudulent or deceptive method;
iv. Make any public disclosure relating to the Agreement including press releases, public announcements and marketing materials without the prior written consent of the Virginia Lottery;
v. Include any hyperlink to the Website from the Affiliate Website that is not the Link(s) provided to the Affiliate by the Operator;
vi. Include any reference to the Lottery and/or the Website on the Affiliate Website which may be deemed as negative;
vii. Take any action in connection with the Affiliate Program which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill of the Lottery and/or the Website;
viii. Allow any website other than the Affiliate Website to utilize the Link;
ix. Modify, impair, disable or otherwise interfere with any tracking codes and/or other technology required by the Affiliate Program Service Provider in order to ensure proper tracking;
x. Use unapproved Marketing Materials; or
xi. Use phrases to describe the Lottery, www.valottery.com, or games offered on www.valottery.com/lotteryonline on the Affiliate Website, Marketing Materials, or at the Affiliate Property that are not in compliance with Virginia Lottery Laws and regulations.
e. Each Affiliate is and will remain responsible for the quality and origin of the traffic that it provides to the Website. If an Affiliate knowingly sends traffic of a questionable quality and/or origin to the Website, the Lottery and/or the Affiliate Program Service Provider, may, in its/their sole discretion, immediately terminate such Affiliate’s participation in the Affiliate Program.
f. If the Affiliate accidentally or unknowingly directs traffic of a questionable quality and/or origin to the Website, the Lottery may issue a written warning to the Affiliate, notifying the Affiliate of the questionable traffic. If, after three (3) written warnings, the Affiliate still directs traffic of a questionable quality and/or origin to the Website, the Lottery may immediately terminate such Affiliate’s participation in the Affiliate Program.
g. The Affiliate may not copy any other Affiliate’s Website.
h. The Affiliate will comply with all applicable laws and/or regulations relating to the use of cookies or other consumer tracking methods and will use all necessary notification procedures regarding the use of cookies and other tracking methods to all visitors to the Affiliate’s Website.
i. Violations of the obligations set forth herein and/or these Terms and Conditions, as periodically amended, may result in the suspension and/or termination of an Affiliate’s participation in the Affiliate Program as referenced under paragraph 12.
j. The Affiliate agrees that the Lottery may send the Affiliate email relating to the Affiliate Program to the address listed on the Registration Form. Email shall constitute written communication under this Agreement.
k. The Affiliate agrees that the Affiliate Program Service Provider or Operator may monitor, record, use and disclose data to the Lottery regarding the use of Links and Promotional Code.
l. The Affiliate agrees that the Affiliate Program Service Provider, Operator and/or the Lottery may monitor, review and/or investigate the Affiliate Website and the Affiliate Property to ensure compliance with these Terms and Conditions.
6. Intellectual Property Rights
a. The Affiliate’s use of the Link(s) and associated Virginia Lottery intellectual property is subject to License. Upon receipt by Affiliate of an Acceptance Email, the Lottery grants to the Affiliate a limited, worldwide, non-exclusive, revocable, royalty-free, non-transferable license to electronically reproduce and publish the Link(s), which may include Virginia Lottery trademarks and logos, on the Affiliate Website and for the sole purpose of participation in the Affiliate Program. Any other use of the Link(s) and/or Virginia Lottery trademarks, logos or other intellectual property is strictly prohibited.
b. The Affiliate Program Service Provider, Operator, and the Lottery provide no warranty that the use of the Link(s) by the Affiliate will not infringe any third-party Intellectual Property Rights nor give rise to any other liability to the Affiliate.
c. The license, as described herein, will immediately and automatically terminate if and when the Affiliate is no longer an Affiliate for any reason, including termination of the Affiliate Program, or suspension or termination of the Agreement under paragraph 12.
d. Upon suspension or termination of the Agreement for any reason, the Affiliate is required to:
i. Remove any Marketing Materials and any other authorized Virginia Lottery intellectual property from the Affiliate Property; and/or
ii. Remove the Link(s) and any other authorized Virginia Lottery intellectual property from the Affiliate Website.
7. Payments
a. If applicable under the Affiliate’s compensation model, the Operator will make a Payment to the Affiliate for each Payment Trigger verified by the Lottery and the Affiliate Program Service Provider.
c. The Operator will account to the Affiliate for all Payments due in respect of a calendar month within 30 calendar days of the end of the following calendar month, unless the amount due is less than the required minimum threshold and the payment service selected during registration, as described in paragraph 7(e) herein, in which case the Payments may be held over to the next payment date.
d. Payments to the Affiliate will be made in US Dollars through the Affiliate Program Service Provider’s payment processor, Skrill (using such payment details as provided by the Affiliate on the Registration Form). Payments will require a minimum threshold of $25 USD and agreement to any terms and conditions required by Skrill. Payments can also be made via ACH/Bank Transfer from the Affiliate Program Service Provider’s Skrill Account, with a minimum threshold of $250,The Skrill User Profile Terms and Conditions can be found at https://www.skrill.com/en-us/skrill-user-terms-conditions/.
e. No Payments will be due in respect of:
i. Any wagers on the Website made by or on behalf of:
A. The Affiliate;
B. The parent company, subsidiary or affiliate of the Affiliate;
C. Any owner or officer of the Affiliate or any parent company, subsidiary or affiliate of the Affiliate;
D. A member of the same household as the owner or officer of the Affiliate or any parent company, subsidiary or affiliate of the Affiliate;
E. A Registered Player who established a lottery account through the Website prior to association with the Affiliate’s link.
ii. Any deposits or wagers received through the Website by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means;
iii. Any deposits or purchases through the Website which are subsequently cancelled, refunded, reversed, or charged-back and the Operator will be entitled to require repayment of Payments made as a result of such deposits or purchases;
iv. Any deposit or wager discovered to have been made by a person who is self-excluded from Lottery or otherwise prohibited from making deposits or placing wagers through the Website;
v. Any wager by an Affiliate-Acquired Customer following the termination of the Agreement; and/or
vi. Any wager by an Affiliate-Acquired Customer following the conclusion of the initial five (5) year or sixty (60) month period.
f. The Operator will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Operator under the Agreement and against any loss or damage suffered by the Operator in relation to the Agreement at any time, including following the termination of the Agreement.
g. The Lottery will be entitled to set off any amount owed to the Affiliate, where the Affiliate is a Retailer, as defined herein, against any amount the Affiliate, as a Retailer, owes to the Lottery.
8. Warranties
The Affiliate warrants:
a. That it has the legal right and authority to enter into and perform its obligations under the Agreement; and
b. That it will perform its obligations under the Agreement with reasonable care and skill.
9. Indemnity
The Affiliate will indemnify and hold harmless the Commonwealth of Virginia, the Virginia Lottery Board, the Virginia Lottery, the Affiliate Program Service Provider, the Operator and their officers, employees, representatives, agents and subcontractors, against all damages, losses and expenses, including legal expenses, arising as a result of any breach by the Affiliate of any term of the Agreement.
10. Liability
a. Nothing in the Agreement will exclude or limit the liability of the Affiliate for:
i. Death or personal injury caused by the Affiliate’s negligence;
ii. Fraud or fraudulent misrepresentation on the part of the Affiliate; or
iii. Any other liability which may not be excluded or limited under applicable law.
b. Subject to paragraph 10(a), the Lottery’s and/or Operator's liability to the Affiliate under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited to the Payments due pursuant to the terms of this Agreement.
c. The Operator, Affiliate Program Service Provider, the Virginia Lottery and the Commonwealth of Virginia will not be liable for any:
i. Loss of profits, income or anticipated savings;
ii. Loss or corruption of any data, database or software;
iii. Reputational damage or damage to goodwill;
iv. Loss of any commercial opportunity;
v. Indirect, special or consequential loss or damage; or
vi. Losses arising out of a Force Majeure Event.
d. Under no circumstances will either the Commonwealth of Virginia, the Lottery, Operator or Affiliate Program Service Provider be liable for any direct, indirect, consequential, incidental or special damages arising in connection with the Affiliate Program, even if the Commonwealth, the Lottery, Operator and/or Affiliate Program Provider have been advised of the possibility of such damages.
11. Force Majeure Events
a. Where a Force Majeure event gives rise to a failure or delay in either the Lottery/Operator or the Affiliate performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure event.
b. If either party becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, the party with knowledge of the Force Majeure event will promptly notify the other.
c. The affected party will take reasonable steps to mitigate the effects of the Force Majeure event.
12. Termination and Suspension
a. Either the Affiliate or the Lottery may terminate the Agreement at any time and immediately by giving written notice to the other party.
b. An Affiliate may be suspended for any of the reasons stated in paragraphs 4(a), 4(b), 4(d), 5(i), or 6(c), for the failure to adhere to any obligations under this Agreement, or for any other reason that the Lottery, in its sole discretion, may deem appropriate under the circumstances. The Operator and/or Affiliate Program Service Provider may initiate a request for suspension for any Affiliate for any of the reasons stated in paragraphs 4(a), 4(b), 4(d), 5(i), or 6(c), or for the failure to adhere to any obligations under this Agreement.
13. Effects of Termination
Upon termination of the Agreement:
a. The Operator will pay to the Affiliate all Payments arising from Affiliate-Acquired Customers making the minimum required deposit on or before the date of effective termination of the Agreement in accordance with the terms of the Agreement; and
b. Termination of the Agreement will not affect either party’s accrued rights as of the date of termination.
14. General
a. Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered via one or more delivery methods as referenced below. A notice will be deemed to have been received at the relevant time set out below:
i. where the notice is delivered personally, at the time of delivery;
ii. where the notice sent by first class post, 48 hours after posting; and
iii. where the notice sent by fax or email, at the time of the transmission (providing the sending Party retains written evidence of the transmission).
If the notice is to the Affiliate, it will be sent to the email address specified on the Affiliate’s Registration Form. If the notice is to the Lottery, it shall be sent to Affiliates@valottery.com.
Notice will be deemed to have been received at the time of the transmission of the email (provided the sending party retains written evidence of the transmission.)
b. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising, or pursuing any provision of these Terms and Conditions be deemed or construed as a waiver of that provision by the Lottery.
c. Nothing in the Agreement will constitute a partnership, agency relationship, retailer relationship or contract of employment between the parties. The Affiliate will not make any statement on the Affiliate Website or at the Affiliate Property or otherwise which expressly or impliedly suggest that there is any such relationship between the Affiliate and the Lottery, unless the Affiliate is a Retailer as defined herein.
d. The Agreement may be amended by the Lottery posting a new version of the Agreement on the Website and notifying the Affiliate in writing that the Agreement has been amended. The Affiliate's continued participation in the Affiliate Program after receipt of such a notice will constitute the Affiliate's acceptance of the amended Agreement.
e. The Lottery may assign its rights and obligations under the Agreement without the Affiliate’s consent. The Affiliate is prohibited from assigning its rights and obligations under the Agreement without the prior written consent of the Lottery.
f. The Agreement is made for the benefit of the Affiliate, the Lottery and Lottery’s vendors associated with the Affiliate Program and is not intended to benefit any third party or be enforceable by any third party. The rights of the Affiliate to terminate, rescind, or agree to any amendment, waiver, variation, or settlement under or relating to the Agreement are not subject to the consent of any third party.
g. The Registration Form, these Terms and Conditions, as amended, and the Affiliate Acceptance Email constitutes the entire agreement and understanding between the Lottery and the Affiliate in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the Parties relating to the subject matter of the Agreement. The Affiliate acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the Lottery.
h. The Agreement shall be interpreted in accordance with and governed by the laws of the Commonwealth of Virginia, without giving effect to conflict of law provisions and the venue shall be in the city of Richmond, Virginia. The Affiliate will be solely responsible for any expenses arising from a dispute over the Agreement including, but not limited to, attorney fees and court costs.
i. No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.
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