Affiliate Agreement

This document establishes the terms of the relationship between Hotels Combined Pty Ltd (ABN 61 122 130 554) ("the Company") an Australian company located at Suite 1, Level 1, 7 Kelly St, Ultimo NSW 2007, Australia and the affiliate identified on the secure partner registration form ("the Affiliate").

By registering and signing up to the Affiliate Program as affiliate partner, the Affiliate hereby acknowledges, accepts and agrees to the terms and conditions of this affiliate marketing agreement (the "Agreement").

Background

(A) The Company operates the Site and allows Internet users to search through multiple Booking Providers to view accommodation information and compare accommodation rates.

(B) The Affiliate operates, owns and/or controls one or more Internet domains and/or websites ("Affiliate Websites").

(C) The Affiliate and the Company wish that the Affiliate makes Links and/or Promotional Content available to its users, in order to refer visitors of the Affiliate Websites to the Site in such form and on such terms and conditions as set out in this Agreement.

Definitions

In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:

Affiliate Group - means the Affiliate and the ultimate holding company of the Affiliate (including the group of companies or entities which are under the (direct or indirect) control of (the ultimate holding company or shareholder(s) of) the Affiliate).

Affiliate's Control Panel – an interface that will provide the Affiliate with Links and Promotional Content. The Affiliate can also use the Affiliate's Control Panel to provide the Affiliate's contact information and payment information to the Company.

Affiliate Program - The performance-based affiliate marketing program operated by the Company that enables the Affiliate to promote the Site using Links or Promotional Content in exchange for certain performance-based consideration.

Booking - a hotel reservation with one of the Booking Providers, that results in a customer paying for and staying at a room at a hotel.

Booking Provider – a third party offering online reservation services for accommodation that has entered into commercial agreement with the Company.

Click Fraud – means any conduct aimed at undermining the purpose of the Affiliate Program by generating Qualifying Leads when the end user does not intend to make an actual Booking through a Booking Provider. This includes, without limitation, any of the following:

(a) undertaking any activity that may result in automatic/robotic generation of Qualifying Leads and traffic via Links;

(b) creating systems that force the browser into automatic redirection to any URLs which include Tracking Code;

(c) instructing end users to click on Links without the end user first having the intention of booking accommodation; as well as actively generating, or promoting the generation of, reservations where no customer intends to stay at the hotel. This includes 'no-shows' (not arriving at the hotel at all), and intentionally cancelling the reservation prior to the check-in date.

(d) inserting default search dates in any Links;

(e) allowing date driven search results to be crawled by search engines or other robots; or

(f) using Link(s) to serve the Site in a "non-visible" or "poorly-visible" frame for the sole purpose of setting the Site tracking cookie (known as "cookie stuffing").

Commission – The performance-based compensation earned by the Affiliate in accordance with clause 3 and 4.

Confidential Information – All data and information that is provided by the Company to the Affiliate that is confidential in nature, including all data and information that is designated by the Company as confidential and all data and information that is reasonably understood to be confidential.

Content - all (descriptive) information on the Site, including, but not limited to accommodation information and descriptions, guest reviews, details of facilities and property policies, photos, videos, pictures, geographical information, rates and availability.

Duplicate Click – any subsequent click on the same hyperlink, by the same user within 20 minutes of making the initial click.

Force Majeure Event – means any event which is outside the reasonable control of the Company, including without limitation an act of God, strike, lockout or other interference with work, war declared or undeclared, blockade, disturbance, lightning, fire, earthquake, storm, flood, explosion, governmental or quasi-governmental restraint, expropriation prohibition intervention direct or embargo, unavailability or delay in availability of equipment or transport, inability or delay in obtaining governmental or quasi-governmental approvals consents permits licenses authorities or allocations.

Intellectual Property Right - means any patent, copyright, inventions, database rights, design right, registered design, trade mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (with whatever (country code) top-level domain, e.g - .com, .de, .fr, .ru) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.

Lead-to-Booking Ratio – means the amount of Qualifying Leads generated by an Affiliate compared to the amount of actual Bookings made with Booking Providers as a result of those Qualifying Leads.

Link - a URL, embedded in text, forms or graphics that provides an online redirection from the Affiliate Websites to the Site.

Minimum Threshold - The minimum monthly payment threshold for PayPal payments is USD $100 and the minimum threshold for direct deposit is USD $500. The Affiliate may nominate a higher minimum threshold within the Affiliate's Control Panel.

Payable Commission – a Commission which has satisfied the Minimum Threshold payable in US dollars.

Promotional Content – means any of the content, information, code, tools or images provided by the Company to the Affiliate through the Affiliate's Control Panel or E-mail.

Qualifying Lead – occurs in the following manner:

When an end user clicks on a Link and is redirected to the Site, a Qualifying Lead is generated when the end user subsequently makes a non-Duplicate Click on a link on the Site to be redirected to a Booking Provider's web site for the purpose of making an accommodation Booking.

Site – means any website owned or operated by the Company as part of the hotel price comparison solution (such as www.hotelscombined.com, www.hotelscombined.com.au, www.roomguru.ru, www.biyi.cn, www.detectahotel.com), including any version customized or developed to match the Affiliate’s style guide and/or other requirements.

Spamming Regulations - means any policies, regulations, restrictions or obligations as from time to time prescribed, declared applicable or announced by Third Party Platforms which (i) prohibit or prevent double serving, cloaking or any similar technique or method, or (ii) contain such further restrictions or regulations in respect of spamming or preserving a unique user experience.

Third Party Platforms - means any (third party) search engine (marketing provider), website, meta-search engine, search engines spiders, travel search sites, price comparison sites, social networking communities, browsers, content sharing and hosting services and multimedia blogging services or other (similar) channels or other forms of (traffic hosting) media, whether online or offline.

Tracking Code - URL parameter structure and a unique identifier assigned by the Company to the Affiliate and used to track Links.

1. Account Registration

1.1 The Affiliate must submit the secure partner registration form and accept the terms of this Agreement to participate in the Program.

1.2 Once the Affiliate has successfully submitted the secure partner registration form and accepted the terms of this Agreement the Affiliate will have access to the Affiliate's Control Panel.

1.3 The Affiliate is responsible for ensuring that all of its account information within the Affiliate's Control Panel is accurate and up-to-date.

2. Promotional Content, Links and Tracking Code

2.1 The Company will provide the Affiliate with Links and the Promotional Content. The Affiliate may, with a prior written consent of the Company, make visual modifications to the Promotional Content as permitted by the Company.

2.2 As soon as practically possible, the Affiliate, at its own cost, will integrate or display Links on the Affiliate Websites and such way as to maximize generation of Qualifying Leads subject to terms of this Agreement.

2.3 The Affiliate must ensure that Links include the Tracking Code provided by the Company. The Affiliate acknowledges that the removal or modification of the Tracking Code from the Link will prevent the Company from accurately tracking users referred from the Affiliate Websites to the Site. The Affiliate acknowledges that the Company will not pay the Commission for the activity conducted by users referred via the Links that do not contain (or contain incorrect) Tracking Code.

2.4 The Affiliate agrees that the Content and the Promotional Content shall be used only for the purpose of promoting the Site and will remain the property of the Company at all times. The Affiliate will not use the Content or the Promotional Content to promote any other web site including web sites of the Booking Providers directly (excluding the Company from the process).

2.5 The Affiliate agrees that it will only use Links and the Promotional Content in a lawful manner and only in accordance with the Agreement. Furthermore, the Affiliate agrees that it will not corrupt, modify, disable, sell, redistribute, sub-licence or transfer Links or the Promotional Content.

3. Compensation

3.1 The Affiliate will earn a fee for every Qualifying Lead referred to the Company in accordance with the terms of this Agreement.

3.2 The amount of the fee due to the Affiliate for each Qualifying Lead will be determined by the Company considering a range of factors including, without limitation:

• The location of the end user, destination in which accommodation is searched, currency and language of the end user;
• Affiliate's historic Lead-to-Booking Ratio;
• The selected Booking Provider;

3.3 The Affiliate acknowledges that the amount may vary for every Qualifying Lead.

3.4 The Affiliate agrees that the calculation, determination and payment of the fee due to the Affiliate for each Qualifying Lead is entirely at the discretion of the Company.

3.5 The Company agrees to ensure tracking of Qualifying Leads for the duration of up to 365 days from the date of the end user's initial click on a Link. Such tracking will be done via placement of electronic cookie, containing identification of the Affiliate as the last referral source, on the user’s device ("the Cookie"). The Affiliate will earn a fee for any Qualifying Lead generated by users that are identified to carry the Cookie. No express or implied warranty is given for the persistence or effectiveness of this electronic cookie. For the avoidance of doubt, the Cookie may be overridden or deleted if the user if referred via another marketing channel or partner of the Company.

3.6 The Affiliate agrees that the Company may run an internal traffic audit with Booking Providers at any time, to determine the Lead-to-Booking Ratio. Based on the outcome of this audit, the Company reserves the right to adjust future Qualifying Lead values, as well as the accrued (unpaid) earnings generated from the Affiliate's previous Qualifying Leads. The rate of adjustment will reflect the deviation from the average Qualifying Lead values payable across the Program for the date range period over which the audit was conducted.

4. Payment Terms and Reporting

4.1 The Affiliate must nominate a preferred method of payment within the Affiliate's Control Panel. The Affiliate must ensure that the Company is provided with all necessary information to enable payment in accordance with the Affiliate's preferred method of payment.

4.2 The Company will pay all Payable Commissions within 45 days after the end of the month in which the Commission becomes a Payable Commission. The Company will provide payment via the means specified in the Affiliate's Control Panel. The Company is not responsible for any banking and transaction fees applied by the Affiliate's financial institution.

4.3 The Company will maintain records of all transactions made pursuant to this Agreement. The Company will provide the Affiliate with a number of reports that include information on the number of Qualifying Leads generated and the Commission earned by the Affiliate. The systems, books and records of the Company (including the Booking Provider reports and/or emails) shall be considered conclusive evidence in respect of the amount of the Commission.

4.4 Payable Commissions are inclusive of any and all taxes. The Affiliate is responsible for any taxes that may be due on the services provided to the Affiliate. In no case will any additional compensation be paid to the Affiliate for taxes. If the withholding of any tax is required in respect of any payment to the Affiliate, the Company will:

• withhold the applicable amount from such payment; and
• pay such amount to the relevant authorities in accordance with any applicable laws.

5. Affiliate's Rights and Obligations

5.1 The Affiliate agrees not to take or omit to take any action which may affect the Company's relationship with the Booking Providers. The Affiliate agrees not to cause or permit to be done anything which may cause the Company to be excluded from the process of booking with any Booking Provider. Moreover, the Affiliate shall not in a negative or detrimental way speak (i.e. badmouth) of or comment on (the business of) the Company and shall not persuade induce or attempt to induce any third party to terminate its contract with or reduce its dealings and business with the Company.

5.2 The Affiliate shall duly and diligently maintain and adjust the contents of the Affiliate Websites and shall keep the Affiliate Websites up-to-date and accurate. The Affiliate shall promptly correct any errors or omissions on the Affiliate Websites and after becoming aware of such errors or being notified by the Company.

5.3 The Affiliate shall not programmatically evaluate and extract information (including guest reviews) from any part of the Site (e.g. screen scrape) or sites of Booking Providers.

5.4 The Affiliate shall not make any static copy of the Content or any part of the Site or sites of Booking Providers on the Affiliate's own server.

5.5 The Affiliate shall not make any Bookings or reservations on the Site, via Links with the purpose of reselling such Booking or reservation to or for the benefit of a third party.

5.6 The Affiliate agrees and acknowledges that the restrictive covenants, undertakings, commitments, obligations and restrictions set out in this Clause 5 are of material importance to the Company, in particular for (i) its willingness to enter into this Agreement with the Affiliate and make the Content and the Company Intellectual Property Rights (directly or indirectly) available to the Affiliate, and (ii) the protection of goodwill, product, service and (market) reputation of the Site. Furthermore, the Affiliate agrees and acknowledges that all covenants, undertakings, commitments, warranties, obligations and restrictions set out in this Clause 5 shall (a) be promptly, duly and diligently complied with by the Affiliate, and (b) also apply in respect of the companies within the Affiliate Group and the Affiliate shall procure, warrant and undertake that the companies within the Affiliate Group shall observe, adhere to, comply with and act in accordance with the terms and conditions set out in this Clause 5.

In order to protect the product, service, brand and goodwill of the Company, the Affiliate hereby covenants, undertakes and warrants that the Affiliate Websites (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate or companies within the Affiliate Group) is (and shall remain) sufficiently and substantially distinct and different from the Company and Booking Providers web sites (to be determined at The Company sole discretion). The Affiliate hereby agrees and acknowledges that for the term of this Agreement and continuing thereafter:

• the look and feel of the Affiliate Websites (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate) shall be distinctly and significantly different to the Company and the Booking Providers websites including in respect of the color scheme, the composition, the typefaces, the design and the layout (including the brand), the (click) buttons, boxes and banners and the available features (save for those features reasonably required for the performance of the Affiliate's obligations under this Agreement);
• any logo(s) used on the (including all other websites owned, controlled or hosted by the Affiliate) shall be distinctly different to the Company and Booking Providers logo (save for any logo that may be provided by The Company for use by the Affiliate under or pursuant to this Agreement);
• the Affiliate shall not in any way imitate or copy the Company and the Booking Providers websites (in general or in respect of certain (new) features, pages, form, composition or aspects), and
• the Affiliate shall promptly comply at its own costs with any reasonable requests from The Company to make such (further) changes, alterations or amendments to any aspect of the Affiliate Websites which is or can be regarded to be confusingly or significantly similar to any element of the Company or Booking Providers websites.

5.7 The Affiliate shall (and shall procure that the companies within the Affiliate Group shall) not (directly or indirectly) register, acquire, use, purchase or obtain Internet domain names which incorporates any word or words which are identical, or confusingly or substantially similar to "Combine", "Combined", "Roomguru", "Biyi", "Detectahotel" or any variations, translations or misspellings thereof, included as part of the address.

The Affiliate shall (and shall procure that the companies within the Affiliate Group shall) not (directly or indirectly) register, acquire, use, purchase or obtain Internet domain names which are identical, or confusingly or substantially similar to the Booking Provider domain names or names of any individual hotels and trademarks including any variations, translations or misspellings thereof.

5.8 The Affiliate shall not exploit or use the Content for any purpose or in any manner and/or on or through Third Party Platforms except as expressly provided for in this Agreement.

5.9 During the term of this Agreement (and continuing thereafter in respect of the Company trademarks and Content) the Affiliate shall immediately comply with any request made by the Company to adhere to and comply with this Clause 5.

5.10 The Affiliate Websites shall not be (directly or indirectly) apply, use or engage in any technique or method or such other restrictions as set out in any Spamming Regulations. The Affiliate covenants, undertakes and warrants to promptly adhere to, observe and comply with the Spamming Regulations (and all reasonable requests made by the Company in this respect) in order to avoid any breach by the Site or the Affiliate Websites of such policies due to or in respect of the Affiliate Websites.

5.11 Parties agree and acknowledge that in the event of an (alleged or threatening) infringement or breach by the Affiliate of its obligations under this Clause 5, the burden of proof is carried by the Affiliate. In other words, the Company carries the benefit of assumption and the Affiliate needs to provide and deliver sufficient and satisfactorily evidence (i.e. conclusive and irrefutable) in order to defend or reject a claim.

5.12 The Affiliate agrees and acknowledges that pending any compliance or implementation of the reasonable requests made by the Company or in the event that the Affiliate does not promptly comply with or adhere to all such requests of the Company under or pursuant to this Clause 5, The Company shall be entitled to postpone its obligations under this Agreement or immediately terminate this Agreement.

In the event of a breach of the covenants, undertakings, restrictions, obligations and/or warranties set out under this Clause 5 by or attributable to the Affiliate, the Company shall be entitled to exercise the following actions and rights, notwithstanding the remedies and actions for specific performance, damage compensation or injunctive or equitable relief available by law or contract:

• suspension of its (payment) obligations under or termination of this Agreement with immediate effect;
• in the event of the use of a Similar Domain Name (or ownership or registration by the Affiliate of a website with a (confusingly) similar domain name as owned or used by The Company) and a repeated and/or material breach of Clause 5, the Affiliate shall transfer, assign and register the Similar Domain Name (including the website(s) with a (confusingly) similar domain name) to and in the name of the Company through a domain name registrar company of The Company's choice to be completed within 20 business days after the occurrence of a breach. In the event the Affiliate does not (cooperate with and effectuate the) set over, assignment and transfer (of) the relevant domain names, the Affiliate hereby irrevocably and unconditionally authorizes, empowers and gives a power of attorney to and in favor of the Company to sign and/or execute all documents that are necessary or useful in relation to or required for the assignment, registration, set over and transfer of the domain names to and in the name of The Company.

5.13 The Affiliate undertakes to ensure that the Affiliate Websites does not include or have a direct or indirect link with sites which:

• have content of violent, racist, extremist or defamatory nature;
• offer content of a pornographic, erotic, religious or political nature; or
• might be detrimental in any way whatsoever, to the Company or a Booking Provider's goodwill, brands, image or reputation;

5.14 The Affiliate undertakes to ensure that the Affiliate Websites complies with all applicable laws and regulations.

5.15 The Affiliate agrees not to engage in any Click Fraud.

5.16 All the Affiliate's marketing efforts must target Booking generation rather than Qualifying Lead generation.

5.17 The Affiliate acknowledges that this Agreement does not create any direct contractual relationships between the Affiliate and any of the Booking Providers.

5.18 The Affiliate will indemnify and hold the Company harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the Affiliate's breach of this Agreement and/or the development, operation, maintenance, and contents of the Affiliate Websites.

5.19 The Affiliate agrees to not use, link or reference the Site from Third Party Platforms without prior written approval by the Company.

6. Service Level Agreement

6.1 The Company agrees as a service level agreement ("SLA") that the Site will remain available to Internet users 100% of the time. If the operation of the Site is interrupted for any extended period of time, as measured by the Company's own monitoring tools, the Company will credit the Affiliate's account for 100% of any missed Commissions, estimated based on previous and expected results. The Affiliate must make a claim, which includes evidence of the effect of the interruption on the Affiliate's Commissions, via email, fax or post within thirty (30) days of the date when the interruption initially occurred, to be eligible for payment under this SLA. Claims are limited to Commissions generated through the Program, and do not include commissions or revenue from any third-party sources such as other advertising or affiliate revenue. This SLA applies to interruptions caused by the Site's programming, hosting platform or content delivery network, and excludes interruptions caused by factors outside of the Company's scope of control, such as end-user browser issues, ISP issues, or any Force Majeure Events.

6.2 The Company shall offer reasonable technical assistance to the Affiliate as required for the integration on Links, or Content. The Company will endeavour to solve any problem pertaining to any technical issue relating to this Agreement.

7. Disclaimer of Warranties and Limitation of Liability

7.1 Without limiting clause 6.1, but otherwise to the fullest extent permitted by law, the Company disclaims and excludes all warranties and representations (express or implied) in relation to the Site, the Program and/or the Booking Providers including without limitation any warranty or representation in relation to:

• fitness for purpose;
• viruses or other harmful components;
• merchantable quality; or
• non-infringement of third party rights.

7.2 Neither the Company nor the Booking Providers shall be liable to the Affiliate in respect of any loss or damage (including for loss of profits, wasted expenditure, anticipated savings, loss of goodwill, loss of data or for any indirect, consequential or special loss or damage whether or not the loss or damage was foreseeable or contemplated by the Company/Booking Provider or whether or not the Company/Booking Provider was advised of the possibility of such loss or damage) which the Affiliate may suffer or incur in its participation with the Program or in respect of a failure or omission on the part of the Company to comply with its obligations under this Agreement.

7.3 Without limiting clauses 7.1 and 7.2, to the extent that the Company is found to be liable to the Affiliate under this Agreement, such liability shall be limited to the total of the Commissions paid to the Affiliate within the immediately preceding twelve (12) month period.

8. Privacy

8.1 The Affiliate shall not use any end user's information obtained through the Program, personal or otherwise, for any commercial purpose or to obtain direct financial gain.

9. Intellectual Property

9.1 Upon completion of the secure partner registration form, the Company grants to the Affiliate a revocable, non-exclusive, non-transferable, worldwide, royalty-free licence for the duration of this Agreement, to display Links in accordance with this Agreement and to use the Promotional Content to facilitate the Affiliate's participation in the Program. The Company reserves all rights in the Links and the Promotional Content, including all intellectual property rights.

9.2 Each party owns and retains all rights, title and interest in its names, logos, trademarks, service marks, copyrights, patents, proprietary features, and proprietary technology. Neither party shall copy, distribute, reproduce, or use such proprietary items except as expressly permitted under this Agreement.

9.3 The Affiliate authorises the Company's use of the Affiliate's trademarks and business names provided through the Affiliate's Control Panel to promote the Program.

9.4 The Company warrants, represents and undertakes that it has all rights and licences necessary to perform its obligations under this Agreement and to permit the Affiliate to link to and display the information and materials provided or made available pursuant to this Agreement.

10. Confidential Information

10.1 During and after termination of this Agreement, the Affiliate must:

• keep all Confidential Information strictly confidential and not disclose it to any third party without the Company's prior written consent;
• only disclose Confidential Information to those of its officers, employees or contractors who need to know and who have been expressly directed to, and have agreed to, keep that information confidential;
• put in place and maintain adequate security measures to protect Confidential Information from unauthorised access or use;
• immediately notify the Company of any suspected or actual unauthorised use, copying or disclosure of Confidential Information, and provide assistance as reasonably required by the Company in relation to any steps or proceedings the Company may take as a result;
• not copy Confidential Information without the Company's prior written consent, and must mark all copies "CONFIDENTIAL", or, where a notice of proprietary rights and/or confidentiality appears on the Confidential Information, ensure that those notices are reproduced on any copies;
• only use Confidential Information for the purposes of performing its obligations under this Agreement; and
• immediately notify the Company if it is required by law to disclose any Confidential Information and provide assistance as reasonably required by the Company if the Company wishes to defend or resist that requirement.

11 Termination

11.1 The parties may terminate this Agreement at any time in their sole discretion upon thirty (30) days’ notice to the other party. If the Agreement terminates pursuant to this clause, the Affiliate will be entitled to receive payment for all Payable Commissions in accordance with clause 4 up until the date of termination. Upon such termination, all Commissions that are below the Minimum Threshold shall be forfeited by the Affiliate.

11.2 The Company may terminate this Agreement with immediate effect, or suspend payment of Payable Commissions to the Affiliate if:

• the Affiliate breaches this Agreement and fails to remedy such a breach within two (2) days of notice from the Company specifying the breach and requiring it to be remedied;
• the Affiliate breaches this Agreement and the breach cannot be remedied;
• the Affiliate breaches this Agreement, causing negative impact on the profitability or consumer goodwill of the Company or a Booking Provider;
• any step is taken to appoint a receiver, a controller, a liquidator, a provisional liquidator, an administrator or other similar person of the whole or any part of the Affiliate's assets, undertakings or business;
• the Affiliate is inactive with the Program for a period of six (6) consecutive months;
• the Affiliate's history indicates that the Affiliate's Qualifying Leads are not resulting in actual Bookings; or
• the Affiliate is suspected of engaging in Click Fraud.

11.3 If the Company elects to terminate this Agreement pursuant to clause 11.2, all Commissions earned by the Affiliate that have not been paid to the Affiliate shall be forfeited.

11.4 Upon termination of this Agreement, the Affiliate shall remove all content associated with the Program, including any Links, from the Affiliate Websites.

12 Amendment

12.1 The Company may amend this Agreement at any time with immediate effect by posting the new agreement on the Site. The Affiliate will be bound to the terms of the amended Agreement at the time it is posted on the Site. If the Affiliate does not agree with any amended terms of this Agreement, the Affiliate may elect to terminate the Agreement in accordance with clause 11. The Affiliate will be able to view the current version of this Agreement at the following URL address: http://www.hotelscombined.com/Affiliates/Agreement

13 General

13.1 This Agreement contains the entire understanding between the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement.

13.2 The Affiliate and the Company agree that the Affiliate is an independent contractor for all purposes, and the Affiliate will be responsible for his own withholding taxes, insurances, worker's compensation and all other matters related to work.

13.3 This Agreement shall be governed, construed, and enforced in accordance with the laws of the state of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

13.4 This Agreement shall not be assignable, except by operation of law, by the Affiliate without the prior written consent of the Company.